DSG INTERNATIONAL THAILAND PUBLIC COMPANY LIMITED AS AT

Dsg International Thailand Public Company Limited As At-Free PDF

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Table of Contents,Part 1 Business Operation,1 Policy and Overview of Business Operation 1 6. 2 Characteristics of Business Operation 7 10,3 Risk Factors 11 14. 4 Assets Used in Business Operation 15 22,5 Legal Disputes 23. 6 General and Other Key Information 24, Part 2 Management Structure and Corporate Governance. 7 Securities and Shareholders Information 25 26,8 Management Structure 27 30.
9 Corporate Governance 31 43,10 Corporate Social Responsibility 44. 11 Internal Control and Risk Management 45 54,12 Related Transactions 55 64. Part 3 Financial Status and Operating Result,13 Key Financial Information 65 72. 14 Management Discussion and Analysis 73 76, Verification of the Correctness of the Information. Appendix 1 Details of the Directors Authorized Company s Executives 1 7. and Company s Secretary, Appendix 2 Details of the Directors of Subsidiaries 8.
Appendix 3 Details of the Authorized Person of the Internal Audit and 9. Compliance,Appendix 4 Details of the Asset Appraisal 10. BUSINESS OPERATION,1 Policy and Overview of Business Operation. 1 1 Vision Mission, To be the leading disposable diaper manufacturer in South East Asia. To provide products and services of the best quality and value to our customers. Principles and Values, Provide a healthy safe and positive work environment where everyone can feel valued. can learn and is expected to consistently strive to achieve their personal best with the. resources available, Encourage a high trust organization where everyone acknowledges they have a shared.
responsibility for success or failure within all departments. Manufacture a consistent high quality product at the lowest possible manufactured cost. that satisfies the needs of the consumer and the expectations of our trade customers. Build our customer partnerships through a Collaborative Approach. Business Goals, The Company vision is to be a leading provider of quality diaper care for babies and adults in. South East Asia It continues to provide the best in quality and value products to its customers. and consumers The Company has managed to consolidate its position in its key markets. through effective commercial strategies and product innovation The Company will continue to. invest in marketing and supply chain innovation and productivity and quality improvement to. build a solid foundation for sustainable long term growth in the South East Asia. Part 1 Business Operation Page 1,Product Portfolio. 1 Baby Diapers, The Company has further strengthened its market position in South East Asia with the. introduction of new product innovation such as BabyLove DayPants in the mass segment. and product performance improvement in BabyLove PlayPants with Power Absorbent. Gel in Q1 2013 The introduction of the new technology and product innovation also. heralded the Company to fulfill its portfolio in various segments and remain as the leading. company in disposable diaper industry,2 Adult Diapers. Certainty brand is the overall adult diaper market leader in Thailand and is a key player in the. South East Asian markets The introduction of Certainty Active pants since 2012 has. complemented the existing adult diapers category for the Company. 1 2 Significant Change and Development, DSG International Thailand PLC DSGT was established on 20 May 1994 The Company.
has conducted the business of manufacturing and marketing disposable baby and adult diapers in. South East Asia region with operational bases in Thailand Malaysia Indonesia and Singapore. Baby disposable diapers are branded under the brand name of BabyLove Pet Pet and. Fitti whilst adult disposable diapers are under the brand name of Certainty and Certainty. Active Currently the company has registered capital of Baht 900 million with ordinary shares. of 899 99 million shares at a par value of 1 00 Baht per share. Significant Changes and Development in 2011 2013 can be summarized as follows. 29 April 2011 The Meeting of Shareholders approved the Company s capital increase. from Baht 300 million to Baht 600 million by issuing 300 million new. ordinary shares at a par value of Baht 1 per share to accommodate the. Stock Dividend at the ratio of 1 existing share for 1 new share. December 2011 Restructured the shareholding in PTDSG from 60 shareholding to be. 100 shareholding to facilitate future expansion plans in Indonesia. 17 February 2012 The Meeting of Shareholders resolved to appoint Mr Chwan Der Alex. King as an Independent Director and Audit Committee. 20 September 2012 The Meeting of Shareholders approved the Company s capital increase. from Baht 600 million to Baht 900 million by issuing 300 million new. ordinary shares at a par value of Baht 1 per share to accommodate the. Stock Dividend at the ratio of 2 existing shares for 1 new share. Part 1 Business Operation Page 2, September 2012 Operated a new warehouse and production facilities located at Hemaraj. Saraburi Industrial Land to support future growth, 27 February 2013 The Board of Directors resolved to appoint Mr Yeoh Aik Cheong an. Executive Director as Company Secretary, April 2013 DSGMSB relocated its production plant from Subang Jaya to its fully. integrated warehouse and production facilities in Telok Panglima Garang. Banting Selangor, 24 April 2013 The Meeting of Shareholders resolved to appoint Mr Dicky Peter Yip as. an Independent Director and Audit Committee, 17 September 2013 Invested 99 99 shareholding of DSG Management Services Thailand.
Company Limited DMS with the registered capital of Baht 10 million. 12 November 2013 The Board of Directors resolved to appoint Ms Chachanee. Anantwatanapong General Manager Thailand as an Executive Director. 1 3 Corporate Structure, DSGT is held by the major shareholder DSGIL for 66 29 Currently DSGT has fully owned. five subsidiaries with operational offices and facilities in Thailand Malaysia Indonesia and. Singapore The corporate structure is shown as follows. Corporate Structure of the Company and its Subsidiaries. 31 December 2013,100 100 100 100 99 99,DSGML DSGMSB PTDSG DSGS DMS. Part 1 Business Operation Page 3,DSG International Limited DSGIL. DSG International Limited DSGIL was registered in the British Virgin Islands on 31. December 1991 DSGIL s principal office is based in Hong Kong. Formerly DSGIL has subsidiaries that are in the business of manufacturing and marketing of. baby and adult disposable diapers under the brand names of BabyLove Pet Pet Fitti. Dispo123 Handy and Certainty in United States of America Hong Kong China. Thailand Malaysia Indonesia and Singapore, In 2013 DSGIL sold Associated Hygienic Products AHP a U S maker of store brand infant. diapers in United States of America to Domtar Corporation DSGIL has remained the business. in Hong Kong China and through DSGT in South East Asia region. DSGIL holds 66 29 of the total subscribed shares of the Company. DSG International Thailand Public Company Limited DSGT. DSG International Thailand PCL was incorporated on 20 May 1994 with the objective of. manufacturing and marketing of baby and adult disposable diapers Its brand names include. BabyLove Pet Pet Certainty and Certainty Active for both export and domestic. DSGT holds approximately 100 in DSGML DSGMSB DSGS PTDSG and 99 99 in. DSGT Subsidiaries,1 Disposable Soft Goods Malaysia SDN BHD DSGML.
DSGML was founded on 16 October 1995 with authorised share capital of Ringgit 100 000. divided into 100 000 shares at par value of Ringgit 1 per share with the paid up share capital of. Ringgit 3 On 29 November 2004 the Company increased its authorised share capital to. Ringgit 5 million divided into 5 million shares at par value of Ringgit 1 per share with paid up. share capital of Ringgit 3 000 003 DSGML operates the business of distributing and marketing. of disposable baby and adult disposable diapers in Malaysia. In 2013 the office was relocated to the new location in Wisma Consplant Subang Jaya. Part 1 Business Operation Page 4,2 DSG Malaysia SDN BHD DSGMSB. DSGMSB was founded on 2 December 1998 with authorised share capital of Ringgit 5 million. divided into 5 million shares at par value of Ringgit 1 with paid up share capital of Ringgit 2. On 8 April 1999 the Company increased its paid up share capital to Ringgit 3 400 002. Subsequently on 30 November 1999 the Company increased its authorised share capital to. Ringgit 10 million with paid up share capital of Ringgit 3 400 002 DSGMSB operates the. business of manufacturing baby disposable diapers, In 2013 the factory was relocated to the new location in Telok Panglima Garang Banting. 3 PT DSG Surya Mas Indonesia PTDSG, PTDSG was founded on 25 April 1997 by DSGIL holding approximately 60 percent and Mr. Abdul Alek Soelystio an Indonesian citizen holding 40 percent with registered share capital of. Rupiah 28 824 million divided into 12 000 ordinary shares at par value of Rupiah 2 402 000. and paid up share capital of 7 200 shares at total value of Rupiah 17 294 40 million with the. objective to operate a business of manufacturing disposable baby diapers and distributing the. products through PT Panca TalentaMas in Indonesia PT Panca TalentaMas is 95 owned by. such Indonesian partner, In December 2007 PTDSG issued 3 800 ordinary shares of which DSGT was allotted 2 280. shares and Mr Abdul Alek Soelystio was allotted with 1 520 shares As at December 31 2008. the subscription was completed with paid up share capital of 11 000 shares Therefore DSGT. held approximately 60 with 6 599 shares while the local shareholder held approximately 40. with 4 400 shares The PTDSG plant is located at Cikande Serang Indonesia. In December 2010 DSGT acquired the remaining of the 40 of the paid up share capital of. PTDSG from Mr Abdul Alek Soelystio and PTDSG became a wholly owned subsidiary of. Part 1 Business Operation Page 5,4 Disposable Soft Goods S Pte Limited DSGS.
DSGS was founded on 12 August 1983 with authorised share capital of SGD 2 million which. is divided into 2 million shares at par value of SGD 1 and paid up share capital of SGD 1 5. million with the objective of distributing and marketing of baby and adult disposable diapers in. On April 1 2010 DSGS changed its business model to a distributor operation by appointing a. sole distributor for all its products, 5 DSG Management Services Thailand Company Limited DMS. DMS was founded on 17 September 2013 with authorised share capital of Baht 10 million with. the objective of providing management services to the Company s subsidiaries or affiliates both. in and outside of Thailand, 1 4 Relationship to the Affiliates of the Major Shareholders. DSGT operates the main business without any relationship significantly to the affiliates of the. major shareholders Although the Company has been manufacturing and marketing baby and. adult disposable diapers with the same brand name as some affiliates the market is segregated. by geographical region The Company is focus on manufacturing and distributing its products. mainly in Southeast region, However DSGT believes that the synergy of global sourcing bargaining power strong. presence of same brand named products and technical knowledge sharing in the existence of. the affiliates would be beneficial to DSGT for operational efficiency improvement. The detail of being dependent on DSGIL the major shareholder of the company is stated in. Risk Management and Risk Factors section,Part 1 Business Operation Page 6. 2 Characteristics of Business Operation,Revenue structure.
The Company s revenue structure and that of its subsidiaries are as shown in tables below. Value of Sales of the Products of the Company s and its Subsidiaries. After Elimination of Inter company Transactions,Revenue structure. 2009 1 2010 1 2011 1 2012 1,MM THB MM THB MM THB MM THB MM THB. Domestic sales, Baby diapers 2 507 84 72 97 3 358 03 76 89 4 646 29 80 93 5 394 82 80 41 6 000 89 79 58. Related Parties 111 41 3 24 85 87 1 96 0 7 0 01 0 0 0 0 0 0 0 0. Others 2 396 43 69 73 3 272 16 74 93 4 646 99 80 94 5 394 82 80 41 6 000 89 79 58. Adult diapers 779 43 22 68 805 17 18 44 910 19 15 85 1 125 61 16 78 1 251 72 16 60. Related Parties3 91 28 2 66 77 74 1 78 2 59 0 05 0 0 0 0. Others 688 15 20 02 727 43 16 66 912 78 15 90 1 125 61 16 78 1 251 72 16 60. Export sales, Baby diapers 51 13 1 49 56 34 1 29 97 92 1 71 49 17 0 73 135 49 1 80. Related Parties 1 35 0 04 0 47 0 01 44 65 0 78 0 04 0 00 88 74 1 18. Others 49 78 1 45 55 87 1 28 53 27 0 93 49 13 0 73 46 75 0 62. Adult diapers 19 39 0 56 60 53 1 39 10 62 0 18 40 02 0 60 14 58 0 19. Related Parties 15 81 0 46 51 37 1 18 9 56 0 16 39 32 0 59 13 09 0 17. Others 3 58 0 10 9 16 0 21 1 06 0 02 0 70 0 01 1 49 0 02. Other sales5 79 03 2 30 87 09 1 99 76 46 1 33 99 11 1 48 137 96 1 83. Total income 3 436 82 100 00 4 367 16 100 00 5 741 48 100 00 6 708 73 100 00 7 540 64 100 00. Exchange Rate,Exchange rate 2009 2010 2011 2012 2013.
1 Malaysian Ringgit 9 6861 10 1676 9 9665 10 0691 9 7561. 1 000 Indonesian Rupiah 3 5239 3 4808 3 4808 3 3207 2 9353. 1 Singapore dollar 23 6898 23 2380 24 1667 24 8663 24 5700. Domestic Sales mean Sales in Thailand Malaysia Indonesia and Singapore. Related Parties means PT Panca TalentaMas,Related Parties means DSGL DSGZ and DSGIL. Other sales include sales from non diaper products i e absorbent sheet and cool refresh towels. DSGT is held by the major shareholder DSGIL for 66 29 Currently DSGT has fully owned five subsidiaries with operational offices and facilities in Thailand Malaysia Indonesia and Singapore The corporate structure is shown as follows Corporate Structure of the Company and its Subsidiaries 31 December 2013

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