bol 05

BO L A n n u a l R e p o r t 2 0 0 5

79

E N G L I S H V E R S I O NE V

B O L A n n u a l R e p o r t 2 0 0 594

R I SK FACTORS

98

1.2 Risk of not receiving support from D&B and ARG

Dun and Bradstreet International Co., Ltd. ("D&B"), and Advanced Research Group Co., Ltd. "ARG"

the Company's major shareholders, support the Company's business.

According to a Commercial Credit Bureau Software Agreement that was signed by all parties, the

software to use for the operation of the Credit Bureau project. In 2005, revenue from this project was

accounted for 12.68 percent of the Company's total revenues, excluding revenues from its data center

outsourcing service to CCIS. D&B provides not only the Company to access certain technology and

know-how, but also the updated D&B information in the form of BOL's credit report business (BIR report).

Revenue from the BIR report is accounted for 0.86 percent of total revenues in 2005.

In addition, ANEW transferred its right to the company provide services to the Legal Execution

Department.

The Company believes that the risk of D&B and ARG by not supporting the Company in the future

would affect the Company's operations.

1.3 Risk related to a major shareholders who hold a significant amount of the issued capital

BOL's major shareholders are Mr. Min Intanate and the Keppel Communications Pte. Ltd., with a

combined 55.35 percent of the total paid-up capital of BOL after the IPO (including shareholding by

ARG, in which Mr. Min Intanate holds 53.84 of total paid-up capital, and Apsilon Venture Pte. Ltd., a part

of the Keppel Group, holds 45 percent). Each major shareholder is able to control resolutions of

shareholder's meetings regarding issues which requires at least three-fourths of the total number of

shareholders who attend the meeting and have the right to vote. As each major shareholder holds

more than 25 percent, both are able to veto certain resolutions.

99

P r e c i o u s i n f o rma t i o nl e a d y o u r b u s i n e s s t o s u c c e s sl e a d y o u r b u s i n e s s t o s u c c e s s

STRUCTUREAND MANAGEMENT

H OLDREHAREHAREH EHOLDEH OLDEHAREH


102

Shareholder Structure

Dun & Bradstreet International., Ltd.

st December 2005 include :

21.90%21.90%

9.50%9.50%

46.27%46.27%

22.33%22.33%

Shareholding and ManagementShareholding and Management

Keppel Communications Pte. Ltd.

Advanced Research Group Co., Ltd.

No. Shareholder No. of Share % of Sharing

1 Advanced Research Group Co., Ltd. 16,750,800 22.33

2 Keppel Communications Pte Ltd. 16,422,400 21.90

3 Dun & Bradstreet International, Ltd. 7,125,000 9.50

4 Mr. Min Intanate 5,298,000 7.06

5 Mr. Wissanu Sakulphichetrat 5,231,700 6.98

6 Bangkok Bank Public Company Limited 3,284,500 4.38

7 Pan Pacific Consultant Co., Ltd. 3,048,400 4.06

8 Mr. Parinya Khancharoensuk 2,005,000 2.67

9 Ms. Patchara Kiatnuntavimon 969,700 1.29

10 Mrs. Siriporn Charoenngam 700,000 0.93

Other Shareholders 14,164,500 18.89

Total 75,000,000 100.00

103

Management Structure

Organization Chart

Sales, Marketing &Business Department D&B Business Operations &

System Accounting & Finance

Board of Directors

Audit Comittee

Executive Committee

General Manager

Internal Audit

21.90%

9.50%

46.27%

22.33%

Dividend PolicyThe Company currently has a policy to pay a cash dividend of not less than 50 percent

of net profit after taxation; however, the payout ratio may be lower if the Company plans to

expand its operations.

Board of Directors

1. Mr. Noravat Suwarn Chairman of the Board

2. Mr. Min Intanate Director

3. Mr. Prayoon Rattanachaiyanont Director

4. Ms. Chamaiporn Apikulvanich Director

5. Mr. David Justinus Emery Director

6. Mr. Lam Kwok Chong Director

7. Mr. Pravate Amornsin Director and Chairman of Audit Committee

8. Ms. Manida Zinmerman Director and Member of Audit Committee

9. Asst. Prof. Chonawat Srisa-An (Ph.D.) Director and Member of Audit Committee

The Company's Secretary

Mr. Chaiyaporn Kiatnuntavimon

The Authorized Directors

The authorised directors comprise Mr. Min Intanate, Mr. Norawat Suwarn, Ms. Chamaiporn

Apikulvanich, and Mr. David Justinus Emery. Any two of four may co-sign documents with the

Company's seal affixed.

106

Authorized Duties of the Executive Committee

The authorised duties of the Executive Committee were to ensure that the normal daily business

of the Company is in line with economic conditions, including the determination of policy, business

plan, budget, management structure and overall management of the Company. The Executive

Committee submits the plan to the Board for its consideration and/or approval and also monitors,

the Company’s performance compared with its policy. The Executive Committee has the following

authorised duties:

1. To consider the annual budget as proposed by the management before submission to the Board.

The Executive Committee approves changes or additions of the interval annual budget during the

period in which there is no Board meeting and provides a report of its actions to the next Board

meeting.

2. To approve expenditures not exceeding Baht 20 million.

3. To approve significant expenditures as contained in the annual budget that was approved by the

Board of Directors.

4. To act as a consultant to the management in respect of financial policy, marketing, personnel

management, and others.

The Executive Committee also has the authority to make decisions relating to any normal business

transaction of the Company, which does not include approval of transactions that might cause a

conflict of interest with the Company or its subsidiary (if any) according to the SET's regulations.

The Executive Committee is required to obtain an approval from the Board or Shareholders for connected

transactions in accordance with the Company’s Articles of Association or the relevant laws, except for

normal business transactions that already covered by the existing guidelines which is approved by the

Board

Audit Committee

1. Mr. Pravate Amornsin Independent Director and Chairman of Audit Committee

2. Ms. Manida Zinmerman Independent Director and Member of Audit Committee

3. Asst. Prof. Chonawat Srisa-An (Ph.D.) Independent Director and Member of Audit Committee

Authorized Duties of the Audit Committee

Scope of work, duties and responsibilities of the Audit Committee, including the duty to report to

the Board of Directors, are as follows:

107

1. To review the sufficiency, credibility and objectivity of the financial reporting by coordinating

with the external auditors and the management who are responsible for preparing the quarterly and

yearly financial reports. The Audit Committee may suggest issues or matters to be included for

reviewing or auditing by the external auditors during its audit of the Company.

2. To review the adequacy and effectiveness of internal control systems and internal audit functions

by coordinating with the external auditors and internal auditors.

3. To review the compliance with the Securities and Exchange Acts, regulations of the SET, and any

other relevant laws.

4. To consider and advise on the appointment of the external auditors including the audit fee by

considering the creditability, the adequacy of its resources, the firm’s audit engagements, and the

experience of its supervisory and professional staff.

5. To consider the compliance with all connected transaction disclosures or the conflict-of-interests

disclosures.

6. To responsible for any other matters assigned to it by the Board of Directors, such as reviewing the

Company’s financial and risk management policies, reviewing the compliance with the Code of Corporate

Conduct of the management, and reviewing with the company’s management all important reports

which must be disclosed to the public according to the law (e.g. Management Discussion and Analysis

(MD&A), etc.).

7. To report the performance of the Audit Committee to the Board of Directors at least once every

three months.

8. To report the activities of the Audit Committee in the Company’s annual report, which must

be signed by the chairman of the Audit Committee and show them in the annual report about the opinion

on the accuracy and completeness of the procedures for the preparation of the report and information

disclosure, including the opinion on the sufficiency of the internal control system of the Company.

9. To express the opinion on the performance, appointment, revocation and remuneration of the

internal auditor.

Selection of Directors

No nominated committee has been established to select the appropriate persons to hold the

company's office of a director. The Board of Directors shall select a director according to qualifications as

stated in the Public Limited Companies Act B.E. 1992, Section 68. The Board of Directors shall be elected

in the shareholder's meeting by a majority vote.

108

Shareholder Voting Rights for the Selection of Directors

The Board of Directors shall be appointed by a shareholders' meeting according to the following

procedures:

1. Each shareholder shall have one vote per one share.

2. Each shareholder shall cast his/her vote for one or more candidate; for the Board Membership

but shall not divide his/her voting rights amongst more than one candidate.

3. In a case where there is a tie amongst Board Candidates, the Chairman of the meeting shall cast

the deciding vote.

Remuneration of Management

Monetary remuneration

Other remuneration

BOL's provident fund payment for seven members of its management in 2005 totalled Baht 153,468.

Code of Best Practice

The Company attaches a great importance on work operation under good governance principle.

The Company’s Board of Directors aim to comply with good business supervising measures by

observing the guidelines, while management actively promote culture of good corporate governance.

This attitude build, the foundations for sustainable growth and create value added for all which are

interests in the business. The Company has formulated an organizational structure that is conductive to

transparency, reviewing and clear evaluation of operating efficiency. The Board of Directors of the

Company comprises highly qualified and high capable individuals with a strong sense of self-

Monetary remuneration(Directors) 2005

Number (persons) 7

Total remuneration (Baht) 6,043,565

Type of remuneration Salaries, Bonuses, The Meeting Allowance

Monetary remuneration (Management) 2005

Number (persons) 8

Total remuneration (Baht) 8,888,300

Type of remuneration Salaries, Bonuses, The Meeting Allowance

Remark - In 2005, BOL paid remuneration to the Board and the independent director of total 7 persons (Exclude Mr. Min Intanate and Ms. Chamaiporn Apikulvanich)

109

development according to the requirements of the Institute of Directors (IOD) of Thailand. The Board of

Directors participates in the formulation and approval process of managing the corporate vision,

strategies, goals, business plans and budget. It is also responsible for overseeing that the management

operates the efficiently and effectively, based upon the foundations of good corporate governance. To

this end, committee have been appointed the Audit Committee. These various committees comprise

the Independent Directors whose qualifications and duties follow the guidelines specified by the Stock

Exchange of Thailand.

Moreover, the Company has implemented the 15 business supervision principles (Principles of

Good Corporate Governance) to be the Company’s operation guidelines for the benefits of the

Company’s business. This guideline helps company to promote transparency and efficiency of the

Management. Above of all, these practices eventally create confidence to shareholders, investors and all

parties specified as follows.

Business supervision policy (Principle 1)

The Company emphasizes on good business supervision to promote confidence to the

shareholders, customers, employees as well as concerned parties and stakeholders, and the Company’s

staffs. The Company emphasizes on operating its business with honesty, responsibility and

transparency, leading to the targets and achievement of prestated objectives established.

The Company keeps on undertaking actions towards the excellence in business supervision in

according to the objectives of the Stock Exchange of Thailand to comply with good business

supervision.

Shareholders: Rights and equity and shareholders meeting (Principles 2 and 4)

The Company takes into consideration the rights and benefits of all minor shareholders, major of small.

All shareholders share the same right in receiving accurate and timely information and

participate in annual shareholder’s meeting. Every shareholder has an equal right to interrogating, inquiring

and voting. The Company schedules an annual ordinary meeting to be held within 3 months after the

end of an accounting year. The annual shareholder’s meeting invitation letter together with

information and meeting document will be sent to shareholder’s 7 days prior to the meeting as

required by law. This is to allow period of time for all shareholders to study the information in details.

In a case that any shareholder is unable to participate in the meeting, the shareholder may

authorize any person to participate and vote in the meeting as proxy. A clear explanation on such

authorization by shareholders unable to participate in the meeting be provided in the letter. The

minutes of the Shareholder Meetings was prepared. It contain a complete record of all significant

details, such as the Directors in attendance, the clarifications of the Chairman of the Board of Directors,

the Chairman of the Audit Committee, and other relevant Directors.

110

Rights of various groups of stakeholders (Principle 3)

The Company recognizes the importance on the rights of all groups of both internal stakeholders, i.e.

employees and executives of the Company, and external stakeholders, i.e. customers, trade partners,

government sector and other concerned agencies, since each group is a supportive force for the

Company to fulfill the established objectives. The Company will comply with all requirements of laws

and various relevant rules and regulations to ensure that all rights of these stakeholders are being well

taking care of these are established in the manual of business ethics as a mandatory practice for

directors, executives and employees.

Leadership and vision (Principle 5)

The Company has clearly determined roles, duties and responsibilities of the Board of Directors

that comply with laws, objectives and the Articles of Association as resolutions passed by shareholder's

meetings in an honest, faithful and careful manner, and consequently has maintained the optimal

benefits for the Company and all shareholders.

Conflict of interests (Principle 6)

The Board of Directors is aware of transactions that may cause the conflict of interests and related

transactions that are considered as an appropriateness at all times for the optimal benefits to the

Company in strict compliance with the criteria to the Stock Exchange of Thailand and code

of conduct of the Company. Furthermore, the Company takes into consideration the disclosure of

information in a case that there is any transaction with conflict of interests or related transaction to

ensure accuracy and completeness.

Business ethics (Principle 7)

The Company has prepared a manual of business ethics and code of conduct of the Company

to ensure that the executives and employees have sound practices and conduct themselves properly in

operating the business as a professional. They are also expected to have moral principles and

responsibilities to economics and the society as a whole, with honesty, fairness and transparency

of their main principles, thus creating good image to the Company and gaining confidence from

the society.

Furthermore, the management is responsible for ensuring that employees under their supervision

strictly comply with such guidelines. Personnel who do not observe the company's code of ethics will

be subject to penalties in accordance with its rules.

Checks and balances of non-executive directors (Principle 8)

The Company’s Board of Directors comprises 9 directors with experience in various aspects of the

business areas as follows:

3 of the Independent Directors which represent as 33% and whose qualifications are in conformity with

requirements of the Stock Exchange of Thailand and the Securities and Exchange Commission Office

(representing one-third of the total number of directors). There are 2 of the Executive Directors

represent as 22%. 7 of the Non-executive Directors represent as 78% or more than 3 in 4 of the

111

Entire Board, this facilitates a suitable balance and check of the management. Furthermore, the

Company requires that the chairman of the company’s Board of Directors and the chairman of the

Executive Committee be different persons for appropriate checks and balances.

Position aggregation or segregation (Principle 9)

Board chairman shall not hold the position of managing director concurrently with the

Non-executive Director in order to seperate the duties of policy making, supervision and routine work

management.

In order to ensure that the accuracy and transparency of mechanisms in monitoring, inspecting

and balancing of management authority are accurate and transparent, the Internal Audit Department has

independence in jointly determining the scope of the audit process. It reports its audit findings directly

to the Audit Committee, which in turn comprises 3 Independent Directors.

Remuneration of directors and executive (Principle 10)

Remuneration of directors: the Board of Director determines remuneration of directors in the clear,

transparent and adequate manner to attract, and retain directors with desirable qualifications.

Additional remuneration shall be granted to directiors appointed to the Audit committee as

appropriate. Consideration for granting all such remuneration shall base on the relevant experience,

skill and expertise of respective directors.

Remuneration of executive: Remuneration of executives is considered with the Company’s

operation results and achievements of each executive.

Board of directors’ meeting (Principle 11)

The Board of Directors shall hold at least 1 meeting per quarter. The company shall send a letter

of invitation to such meeting together with agenda of meeting and meeting document for information

of the Board of Directors at least 7 days in advance of the meeting. This allows Directors sufficient time

to study the agendas of meeting and documents prior to the meeting. The agenda of meeting is

determined in advance at each current meeting. There is also a regular agenda dedicated to the

monitoring of operation performance.

In 2005, the Board of Directors held a total of 4 meeting, regularly participated by each director as

reported in the heading of attendance by the Company’s Board of Directors. The company

records the minutes of meeting in writing and files minutes duly authorized by the Board of Directors,

for the future reference of the related persons.

Subcommittees (Principle 12)

The Company’s board of Directors has appointed the subcommittee to supervise work in various

aspects as follows:

• Executive Committee has main duties to manage the Company’s day-to-day business as well as to

plan and make decision under scope of authority entrusted by the Company’s Board of directors.

• Audit committee comprises 3 independent directors whose qualifications are in conformity

with requirements of the Securities and Exchange Commission. The Audit Committee has such

112

power and duties as entrusted by the Company’s Board of Directors, with main duties to check and

review financial reports and internal auditing system to ensure its effectiveness, as well as

other duties prescribed in the Charter of Audit Committee.

Internal control and auditing system (Principle 13)

The Company recognizes the importance of the internal control system. It is ensured that the

Company’s operation is carried out in conformity with system and rules prescribed by the Company, as

well as preventing damage and loss, and misuse of properties. To achieve such objectives, the Company

has established an internal Audit Department to audit and assess an effectiveness of the

internal control system and report directly to the Company’s Audit Committee.

Reports of the Board of Directors (Principle 14)

The Company’s Board of Directors are responsibilities to monitor the preparation of the Company’s

financial reports. For benefits of shareholders and general investors, the Company’s financial and

operation results shall be accurately, adequately, and sufficiently disclosed. In this respect, The Board of

Directors has appointed the Audit Committee to consider and monitor quality of financial reported and

the internal control system. Comments from the Audit on such matter are appeared on the Audit

Committee’s report which is written in the Company’s annual report.

Relationships with investors (Principle 15)

The Company takes into consideration equal rights of all investors to receive the accurate, timely

and transparent information by establishing an investor relation as a representative in communication

with institutional investors, shareholders and general analysts.

Monitoring of insider trading

The Company's Board of Directors recognizes the importance of preventing the Company's

internal information against the use towards personal benefits and therefore create a policy to

keep confidential information not to be disclosed to the public. Such confidential information shall be

disclosed to concerned parties only.

The Company has advised executives of their duties to report on the Company's stocks held by

them as well as their spouses, their children, and themselves and to report on changes to the securities

exchange commission and the Act on securities and Securities Exchange B.E. 2535. Moreover, the

company has prohibited directors, executives including their spouses and their children from

purchasing, selling, transferring, or taking transfer of the Company ís stock using internal information not yet

disclosed to the public, and from trading of stocks particularly during 1 month before disclosure of

financial statements to the public. In the cases that directors or executives including their spouses and

minor children's purchase, sell, transfer, or taking transfer of the Company's stocks do not fall under the

above categories, all such transactions shall be reported to the Securities Exchange Commission and

the Stock Exchange of Thailand within 3 days of their occurrence, with a copy of all such reports to the

Senior Manager of Accounting and Finance Department to keep record. In the quarterly Board of

Directors meeting they have to report the Company's stocks held by them.

113

As for employees, the Company includes this as a subject matter of ethics to be observed by

employees in order to prohibit employees from seeking benefits for themselves and concerned parties

by exploiting their positions, duties and the Company's confidential information.

If any of the above people are found to employ the Company's internal information for their own

benefits, the Company shall deem that such people have committed a serious disciplinary offense,

subjected to penalization pursuant to the Company's Articles of Association.

Compensation for Employees

Monetary compensation, including salaries and bonuses, to employees totaled Baht 31.36 million

for the year ended 2004 and Baht 36.58 million for the year ended 2005. As at December 31st, 2004 and

December 31st, 2005, the Company contributed Baht 432,685 and Baht 473,363.25, respectively, to the

provident fund.

Human Resource Development Policy

The Company always provides training and developing programs for its staffs. Once the Company

recruits a new staff, it will provide training to enable them to understand their respective duties and

outside seminars to increase their knowledge and job skills. D&B also sends presenters to explain its

new services to BOL staff.

Labour Disputes Over the Past Three Years

None.

Department Number of Employee (persons)

Management

Sales

Marketing

Customer Service

Product & Business Development

D&B Business Division

Data & Information Operation

Business Analyst

System

Data Processing

Internal Control

Accounting

Human Resource

Administrative

Total

8

12

1

4

3

5

25

10

6

8

2

6

5

2

97

As at 31st December 2004 and 2005, total employees of the Company numbered 92 and 97 respectively.

Employee

114

Internal controls systems

The Board of Directors has provided a system of internal controls that encompasses all key areas,

from finance to operations. This ensures that its business activities comply with laws, rules and

regulations relating to the Stock Exchange of Thailand as follow:

• The systems extend to the implementation of mechanisms for audit and a sufficiently efficient

balance of management, protection of corporate assets and justified return to all stakeholders.

• The company specifies the scope of authority and responsibility for each level of management

and employees.

• Operational procedures are likewise specified in writing.

• The Internal Audit Department is independent and has responsibility for the joint review of

internal audit plan, report directly to the Audit Committee.

The company has endeavoured to create of good corporate governance, since it believes in a

philosophy of management with quality, integrity and transparency that is fair to all parties. This is also

serves to promote long-lasting business growth.

Details of the company's controls system and internal audit may be summarized as follows:

1. In relation to operational controls:

• The company has clearly specified authority in writing.

• The company has clearly specified operation procedure for all operational staffs in writing.

• The company oversees the use of assets in generating benefit and utilization. It has

operation procedures and management in writing.

• The company uses a system of budgets. This includes monitoring activities of the yearly budget.

• The company sets a clear separation of duties among operational staff, supervisors and

evaluators, to encourage suitable balance and checks between them.

2. In relation to internal audits:

• The company has an Internal Audit Department to conduct internal audit duties and to

ensure that its key operations and financial activities comply with the predetermined guidelines. The

task includes the review of compliance with Laws and regulations relevant to the company to ensure

that the risk management, internal control systems and corporate governance are arranged sufficiently

and efficiency as company's objective.

• The Internal Audit Department jointly determines the scope and objective audit activities

with the Audit Committee.

• The Internal Audit Department has totally independence in its audit and balance

responsibilities. They have to conduct reports every quarter directly to the Audit Committee.

• The Internal Audit Department has direct channel to communicate to the Audit Committee

in sufficiently, unless quarterly of the Audit Committee meeting.

115

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ach

elo

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hu

lalo

ng

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iver

sity

1996

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esen

t

Fin

anci

al

Co

ntr

olle

r "A

dva

nce

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esea

rch

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up

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.

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th

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irec

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ccre

dit

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rog

ram

me

(DA

P) 2

004

2003

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esen

t

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ecto

r D

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hai

lan

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o., L

td.

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esen

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Dir

ecto

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ore

& P

eak

Co.

, Ptd

.

2002

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esen

t

Dir

ecto

r A

net

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, Ltd

.

1999

- Pr

esen

t

Dir

ecto

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IT C

o.,L

td.

2000

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esen

t

Dir

ecto

r A

new

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rpo

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on

Co.

, Ltd

.

Pres

ent

D

irec

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Real

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ran

spo

rt C

o., L

td.

Pres

ent

D

irec

tor

Asy

s Te

chn

olo

gy

Co.

, Ltd

.

4

Mr.

Dav

id J

. Em

ery

44

• B

ach

elo

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om

mer

ce a

nd

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AD

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itu

te ,

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rich

0

%

1998

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Dir

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usi

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nlin

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any

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D

irec

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• M

ajo

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ni o

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e

2001

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Mr.

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. Un

iver

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of S

ing

apo

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0%

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f Ap

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om

pu

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A

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anag

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ach

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he

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sity

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03

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ager

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nes

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nlin

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ram

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orn

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SA

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19

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R E LA T ED PAR T I E SAND CONNECTEDTRANSACT ION


120

Related Parties and Connected transactionRelated Parties and Connected transaction

Connected transactions that occurred between BOL and related parties as at 31st December 2004 and 2005 were as follows :

Advanced Research Group • ARG is a major shareholder

Co., Ltd. "ARG" with a 22.33 percent stake

in BOL as of 31st December

2005 and 2004.

• Mr. Min Intanate,

Ms. Patchara Kiatnuntavimon

and Mr. Lam Kwok Chong

are directors of BOL and

ARG

1. Services and purchases of computer

equipment were considered normal business

transactions and deemed to be reasonable

as they were determined at the market

price and would result in a profit to

the Company.

2. As the Company is a small- to medium-size

firm, its transactions are not complicated.

It is therefore unnecessary for the Company

to have as many departments or employees

as large companies. As a result, the Company

believed that its engagement of ARG to be

responsible for providing back office and

advisory services was reasonable and that

it would result in a profit to the Company.

The management fee and term of the

contract were clearly set out.

3. The transactions related to the lease of space

between BOL and ARG were reasonable and

in line with the going market price, and would

result in a profit to the Company. The term

and rental fee were clearly fixed in the

agreement.

4. The transactions were reasonable and

delivered a profit to the Company, since DSS

would contribute incremental revenue to

the Company. Also because ARG business

is related to the Company’s existing business,

it will enhance the value to the product of

the Company. According to the agreement,

BOL shall share at least 5 percent of its

revenue with the ARG. The Board agreed that

the rate is reasonable and lower than the

market price taking into account the fact that

ARG shall offer maintenance service of the

DSS Software for its customers.

Name Relationship Transaction Opinions of the Audit CommitteeAmount

(Baht millions)2005 2004

- Sale of customized reports and

Data cleansing service provided

for ARG

- Profession service provided for

ARG according to Credit Bureau

Agreement (Note 4)

- Rental Income (Note 2)

- Purchase of Anti-Virus Software

- Expenses for the following

services :

1. Payment of fee to ARG for use

of core software (Note 1)

2. New project development

(Note 3)

3. Outsourcing Back Office to ARG

and Payment for Oracle Licence

Agreement (Note 5)

- Accounts receivable

- Accounts payable

0.99

-

0.16

-

8.87

-

5.75

0.19

0.81

0.16

0.28

4.45

0.72

3.02

Remark : On 24th February 2004, Ms Patchara Kiatnuntavimon has renounced her director position in the next term.

1. On 25th October 2000, BOL entered into the BOL Core Software License Agreement with two related companies (Dun & Bradstreet Singapore Co., Ltd. and Advanced Research

Group Co., Ltd.). BOL is committed to pay the license fees to Dun & Bradstreet Singapore Co., Ltd., ("D&B"), and Advanced Research Group Co., Ltd., ("ARG"), at a total rate of 4.125

percent of Commercial Credit Bureau revenues earned from Central Credit Information Service Co., Ltd., ("CCIS"), or the minimum rate stipulated in the agreement. The above

agreement does not stipulate a definite term for the agreement. On 1st August 2004, BOL and its counterparties signed the amended license agreement on the license fee rate,

whereby the guarantee of a minimum fee was canceled and the license fee rate was changed to 3.63-3.96 percent of Commercial Credit Bureau revenues earned from CCIS.

2. On 2nd January 2002, ARG entered into a lease agreement with BOL to lease 65 square metres on the 14th floor of the SVOA building for GM of ARG's department. The term of

the agreement was three years from 1st January 2002 to 31st December 2004 with a rental fee of Baht 13,000 per month. In case that there is no any notification in writing at least

2 months prior to expiry date of the agreement, such renewal terms shall be agreed by the parties for the existing conduction.

3. On 1st April 2003, BOL entered into a co-operation agreement with ARG to develop and market DSS software (new product), whereas ARG would be responsible for analysing,

creating, designing, developing and maintaining the software. BOL would be responsible for promoting and distributing DSS system to potential customers. BOL would pay

a fee of 5 percent of gross revenue generated from any sales of DSS software to ARG, with the fee being not less than Baht 500,000 per customer per year.

4. On 15th September 2003, BOL entered into service agreement with ARG to provide ARG with professional services pertaining to the development of the Credit Bureau Business

with customers in Korea and Hongkong. ARG would pay a fee of 10 percent of CB Contract value between ARG and customers.

5. On 5th January 2004, the Company appointed ARG to be responsible for professional services comprising salary, legal advice, and general management. The term of the

agreement was one year from 5th January 2004 to 4th January 2005. In case that there is no any notification in writing at least 60 days prior to the expiry date of the agreement,

such renewal terms shall be agreed by the parties for the further term of one year. The service fee was Baht 100,000 per month. Besides, ARG also granted the Company to

right to use its accounting program (Oracle), and BOL shall make a copyright payment related to use of the program with a monthly fee of Baht 117,000.

121

Connected transactions that occurred between BOL and related parties as at 31st

December 2004 and 2003 were as follows :

Name Relationship Transaction Opinions of the Audit CommitteeAmount

(Baht millions)

2005 2004

Anew Corporation Limited • As at 30th September 2005

"ANEW" and 2004, ARG, which

held an 80.14 per cent stake in

ANEW, is currently BOL’s major

shareholder with a 22.33

percent stake in BOL.

• Mr. Min Intanate, Mr. Prayoon

Rattanachaiyanont and

Mr. Lam Kwok Chong are

directors of BOL and ARG

Dun & Bradstreet • D&B is a major shareholder

International Limited "D&B" holding 9.50 as at 31

December 2005 and 2004,

Dun & Bradstreet Asia • Is a subsidiary of Dun &

Pacific Co., Ltd. "D&B" Bradstreet International

(formerly known as : Limited (D&B), which is a major

D&B Singapore Pte.) shareholder of BOL

• Mr. David Justinus Emery is a

director of BOL and D&B

- To provide online information,

such as News Online and offline

reports

- Purchased of fixed assets

- Account receivable-

- Account payable

- Payment of a fee to D&B

which is fixed in the Core Software

Licence agreement (Note 1)

- Account payables

- Sale of BIR reports on Thai and

Vietnamese juristic entities

- Amortized expense for Toolkit

License Agreement (Note 6)

- Purchase of BIR reports on

international juristic entities

- Accounts receivable

- Accounts payable

-

-

-

-

0.76

0.72

17.75

0.35

2.29

4.87

0.62

0.20

0.40

-

-

0.91

2.24

16.17

-

1.53

6.69

0.68

1. Its services and purchase of goods and services

for BOLís operations were determined at the

market price and were deemed to be reasonable and

a normal business practice, and would result in a

profit to the Company

2. The transfer of rights and obligations agreement

between ANEW and BOL would result in a profit

to the Company, whilst ANEW made no charge

to BOL

The transactions would result in a profit to the

Company. The royalty fee, which was based on the

use of Credit Bureau software, was clearly stated

in the core software licence agreement.

The transactions were considered a normal business

practice and would result in a profit to the Company.

The selling price was clearly fixed in the Commercial

Service Agreement.

According to the D&B Paydex Master Agreement

and Data Integration Toolkit Order and Master

Agreement, the transactions were considered

reasonable and beneficial for the Company.

In addition, they will widen the horizon of services

offered to BOLís customers and, consequently, lead

to an increase in revenues. The fee to be paid to D&B

is also considered reasonable, since Paydex provides

data analysis which is believed to enhance the value

of the Companyís fundamental information.

The Company also provides an index which enables

its customers to quickly identify customers' payment

behaviour. The Paydex product is also believed to

be more responsive to customers' needs as it

comprises only a part of BIR.

Remark : On 24th February 2004, Ms Patchara Kiatnuntavimon has renounced her director position in the next term.

6. On 4th November 2005, BOL entered into a SMEs Portal 2006 agreement with ARG. BOL would pay a fee of Baht 3,733,644.86. The due date to submit the project as 26th December 2005.

7. On 16th November 2005, BOL entered into a File Maintenance 2005 agreement wiht ARG which BOL would pay a fee of Baht 40 per record in the quantity stated in the contract with 28th February 2006.

8. On 12th December 2003, BOL entered into a Data Integration Toolkit Order and Master Agreement with D&B to purchase the Toolkit software licence. The said agreement grants

BOL the right to issue reports acquired from BIRs belonging to D&B. The licence fee for the first year is US$ 22,000 and for the second and third years US$4,250. BOL shall make payment

for the reports based on the rate that was fixed in the agreement (varying in line with the number of reports sold).

9. On 14th November 2003, BOL entered into a D&B Paydex Master Agreement with D&B for use of D&B Paydex Program Software, which provides ratings of the payment behaviour of accounts

receivable. BOL shall pay D&B a one-time software installment fee of US$ 25,000 and licensing fee of 10 per cent of the gross proportionate revenue from sales of Paydex Score-Related

Products for the first year and 33 per cent of gross revenues from the second year onwards.

MANAGEMENTSS IO

LYSL YS IONNS IONSYS

S IONSN


126

Management Discussion and AnalysisManagement Discussion and Analysis

ASSETS

Current assets

Cash and cash equivalents 21,666 9.31 10,984 5.16 8,983 7.05

Current investment - promissory note 70,000 30.08 65,209 0.63 - -

Trade accounts and notes receivable (net) 48,806 20.97 25,108 11.79 18,642 14.62

Trade accounts receivable - related parties 9,664 4.43 15,559 7.31 19,724 15.47

Inventories (net) 21 0.01 50 0.02 - -

Accrued Income 2,833 1.22 16,281 7.65 86 0.07

Deferred information system developmer costs - - 9,352 4.39 8,529 6.69

Advances to employees 252 0.11 451 0.21 1,958 1.54

Other current assets 3,553 1.53 1,168 0.55 1,53 1.20

Total current assets 157,437 67.65 144,162 67.71 59,458 46.63

Non-current assets

Pledged deposit at financial institution 6,411 2.75 3,375 1.59 1,366 1.07

Investment accounted for under the equity method - - 27,088 12.72 28,367 22.25

Other long-term investment 27,864 11.97 - - - -

Buiding improvement and equipment (net) 25,598 11.00 27,294 12.82 30,501 23.92

Intangible asset (net) 14,267 6.13 9,765 4.59 6,854 5.38

Other non-current assets 1,157 0.50 1,242 0.58 955 0.75

Total non-current assets 75,297 32.35 68,764 32.29 68,043 53.37

Total Assets 232,734 100.00 212,926 100.00 127,501 100.00

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities

Trade account and notes payable 398 0.17 2,124 1.00 1,620 1.27

Trade account payable - related parties 10,304 4.51 9,287 4.36 10,509 8.24

Current portion of financial lease payable

- - - - 779 0.61

Unearned income 42,154 18.11 31,784 14.93 30,760 24.13

Beneficiary fee payable 6,063 2.61 5,056 2.37 3,989 3.13

Value added tax payable 3,775 1.62 2,271 1.07 248 0.19

Corporate income tax payable 1,233 0.53 3,242 1.52 4,035 3.16

Other current liabilities 9,998 4.30 9,015 4.23 8,665 6.80

Total current liabilities 73,925 31.76 62,779 29.48 60,605 47.53 Total liabilities 73,925 31.76 62,779 29.48 60,605 47.53SHAREHOLDERS' EQUITY Share capital registered 75,000 32.23 75,000 35.22 51,230 40.18

- - -

Issued and fully paid 75,000 32.23 75,000 35.22 51,230 40.18

Share premium 55,069 3.66 55,069 25.86 4,949 3.88

Retain earning - Appropriated 2,018 0.87 1,396 0.66 1,094 0.86

- Unappropriated 26,722 11.48 18,682 8.77 9,623 7.55

Total shareholders' equity 158,809 68.24 150,147 70.52 66,896 52.47

Total liabilities and shareholders' equity 232,734 100.00 212,926 100.00 127,501 100.00

(Baht : Thousand)

Audited

2005 2004 2003

Amount % Amount % Amount %

Business Online Public Company Limited

Balance Sheet

As at 31st December 2003 to 2005

127

Revenues

Online information service income 121,653 72.53 101,123 71.03 79,722 66.77

Other service income 44,349 26.44 40,626 28.54 39,603 33.17

Other income 1,731 1.03 618 0.43 66 0.06

Total Revenues 167,733 100.00 142,367 100.00 119,391 100.00

EXPENSES

Cost of services 86,626 51.65 67,305 47.28 46,994 39.36

Administrative expenses 52,953 31.57 45,272 31.80 49,981 41.86 Directors' remuneration 6,084 3.63 5,364 3.77 250 0.21 Share of loss from investment accounted for under the equity method 1,241 0.74 6,222 4.37 8,823 7.39 Total Expenses 146,904 87.58 124,163 87.21 106,048 88.82Earnings before interest expense and income tax 20,829 12.42 18,204 12.79 3,343 11.18 Interest expense - - (8) (0.01) (224) (0.19)Corporate income tax (4,688) (2.79) (5,760) (4.05) (7,069) (5.92) Net earnings for the period 16,161 9.63 12,436 8.74 6,050 5.07 Earnings/(loss) per share (Baht) - Weighted Average 0.22 0.18 0.12 Number of share - Weighted Average (Share:Thousand) 75,000.00 68,683.04 51,230.00


Income Statement

For the year ended 31st December 2002 to 2004 (Baht : Thousand)

Audited

2005 2004 2003

Amount % Amount % Amount %

128


Statement of Cash Flow

For the year ended 31 December 2003 to 2005 (Baht : Thousand)

Audited

Amount Amount Amount

2005 2004 2003

Cash flows from operatiing activities

Net earning for the period 16,161 12,436 6,050

Adjustment to reconcile net earnings to net cash from (used in) operating activities:

Unrealised loss on exchang rate 14 120 (32)

Loss (gain) on disposal of equipment (354) (14) 33

Share of loss from investment accounted for under the equity method 1,241 6,222 8,823

Depreciation and Amortization 17,697 18,175 12,985

Allowance for doubtful account (reversal) 524 (90) 81

Provision for devaluation of inventories - (420) 231

Withholding tax written-off - - 1,159

Amortisation of deferred information system development costs 9,352 - -

Net earning before changes in operating assets and liabilites 44,635 36,429 29,330

Operating assets (increase) decrease

Trade accounts and notes receivable (24,221) (6,377) (2,850)

Trade accounts receivable- related parties 5,240 3,934 1,435

Inventories 29 370 206

Accrued income 13,448 (16,196) 7,118

Advances to employees 199 1,507 (991)

Other current assets (2,385) 368 (253)

Other non-current assets 85 (287) (1,045)

Operating Liabilites increase (decrease )

Trade accounts and notes payable (1,714) 493 (212)

Trade accounts payable-related parties 1,205 (1,099) (13,846)

Unearned income 10,170 1,024 12,692

Beneficiary fee payable 1,007 1,067 465

Value added tax payable 1,504 2,024 (339)

Corporate income tax payable (2,009) (793) 3,425

Other current liabilities 983 349 1,545

Net cash from operating activities 48,176 2,813 36,680

Cash flows from investing activities

Increase in current investment - promissory note (4,792) (65,209) -

Decrease (increase) in pledged deposit at financial institution (3,036) (2,009) (348)

Increase in investment accounted for under the equity method - (4,943) (2,662)

Increase in deferred information system development costs - (2,694) (7,046)

Proceeds form disposal of equipment 841 340 471

Purchase of building improvement and equipment (13,663) (11,381) (7,533)

Increase in intangible asset (7,327) (4,953) (6,484

Increase in other long-term investment (2,017) - -

Net cash used in Invesing activities (29,994) (90,849) (23,602)

Cash flows from financing activies

Decrease in financial lease payable - (779) (1,434)

Net proceeds from share capital increase - 73,890 -

Dividend paid (7,500) (3,074) (4,918)

Net cash used in financing activities (7,500) 70,037 (6,352)

Net increase (decrease) in cash and cash equivalents 10,682 2,001 6,726

Cash and cash equivalents at beginning of period 10,984 8,983 2,257

Cash and cash equivalents at end of period 21,666 10,984 8,983

Supplemental cash flow information

Cash paid during the period for :

Interest expense - 8 224

Corporate income tax 6,678 6,553 3,643

129

Management discussion and analysis

1 Overall

At present, BOL has becoming the leading company in business information in Thailand. As a

business information solution provider, the Companyís objective is to provide its best service to

improve clientsí decision-making process. Currently, BOL database covers more than 700,000

companies in Thailand. The sources of information derive from the Department of Business

Development, Ministry of Commerce and method of surveys. The Company also collects information

from other sources, such as financial statement from Stock Exchange of Thailand (SET), bankruptcy

information from the Legal Execution Department, Ministry of Justice, business news from twenty

leading business newspapers, payment information of accounts receivable and others in order to make

more effective the Companyís information in both online and offline services (eg. Bingo, Court online

(COL) , News online (NOL), DBThai, DBThai Easy Click and customized reports, etc.). Recently, the

Company has developed a new service called Decision Support System (ìDSSî) which aims to facilitate

and enhance the decision-making process of its clients. DSS concept is basically the integration of the

Companyís and itís clientsí database. This enables clients an in-depth data analysis of market

opportunities and risk management perspectives. DSS has achieved to present and launch to the

market, especially Thai bank and financial institutions.

The Company has always concerned that information is valuable and good information will

empowered users to support their decision making. Therefore, the Company has been expanding its

network to the international level through an alliance in Australia. The company has engaged to import

financial software to enhance process of financial and business strategies analysis.

In addition, the Company has become a partner with the business alliance in Singapore to expand

the services such as consultation on data management and workshop training regarding the risk

management that bank and financial institution have to comply to Basel II regulations in 2008.

As a partner of D&B network, the company can access to the largest company information

database worldwide. The company also received technology and know-how from D&B to further

develop and improve its products and services. This frequently helps and enhances the Company's

revenue in the Indochina region, consisting of Vietnam, Cambodia, Myanmar and Laos.

130

Regarding Commercial Credit Bureau Software, the Company co-operates with D&B and ARG to

develop the software by aiming to expand its market to the international customers. In 2002, the

Company succeeded in developing and implementing the Commercial Credit Bureau Software for

National Credit Bureau Co., Ltd. ("NCB") (formerly known as "Central Credit Information Services Co., Ltd.").

Moreover, the Company is responsible for a Data Processing Center for account receivable information

from financial institutions which are members of NCB. Currently, NCB is an related company of BOL

with BOL holding a 12.25 percent share as of 31st December 2005 after its merger with Central Credit

Thai Co., Ltd. in 2005.

2 Operating Results

Income

The Company's total revenue in 2005 was Baht 167.73 million which increased by Baht 25.37

million or 17.82 percent compared with previous year. The main reason was that Online information

service income derived from sales of reports and providing online business information (i.e. derived

from the Department of Business Development of the Ministry of Commerce) was accounting for

121.65 million which was 72.53 percent of the Company's total income.

Online information service income comprised Bingo, service income from DSS projects , DBThai ,

DBThai Easy Click and the rest from BIR (offline reports). In 2005, total main revenue was Baht 121.65

million, which increased by Baht 20.53 million or 20.30 percent from 2004.

In addition, the Company's other service income in 2005, (i.e. Credit Bureau project, Court online

(COL) , News online (NOL), Database Management, Data Cleansing and revenue from special projects,

etc.) was Baht 44.35 million which increased by Baht 3.72 million or 9.16 percent from 2004.

Both 2005 and 2004, there was an insignificant change in other income because the increase in

such amount was only Baht 1.11 million from previous year.

Cost of Services and Expenses

In 2005, total cost of service was Baht 86.63 million which increased by Baht 19.32 million or 28.71

percent compared with previous year. The main reason derived from increase in cost of online service

and offline reports by Baht 12.59 million or 21.83 percent increase from 2004 due to increase in labour

cost of developing system , part-time costs, costs for DSS projects and depreciation regarding services.

Total selling and administrative expenses in 2005 was Baht 52.95 million which increased by 7.68

million or 16.97 percent compared with the previous year. Main reasons came from the increase in

selling and marketing expenses of Baht 4.86 million and the increase in office expenses (e.g. rental

expenses, etc.) of Baht 1.48 million.

131

Net Profit

In 2005, BOL's profit before tax was Baht 20.83 million which increased by Baht 2.63 million or 14.42

percent increase comparing to previous year due to the decrease in share of loss from investment

accounted for under the equity method of 4.98 million or 80.05 percent decrease from 2004. The

percentage increase from 2004 due to the rate of corporate income tax of 20% in the current year (30% :

2004)

Return on Shareholders' Equity

As of 1st April 2005, the Annual General Meeting of the Company's shareholders approved the

setting aside of Baht 621,780 to the statutory reserve and approved the dividend payment of Baht 0.01

per share to the Company's shareholders, a total of Baht 7,500,000. The Company's share register for the

payment of the dividend was closed on March 14th, 2005 and the payment was distributed to all

shareholders on April 11th, 2005. The percentage of dividend payment was 60 of the Company's net

profit for the year ended 31st December 2004.

However, year 2006, the Company's dividend policy is to pay at least 50 percent of net profit (after

tax). The Company may provide a lower payout ratio than its normal policy of 50 percent if the

Company decides to engage in business expansion.

2 Financial Status

Assets

As at 31st December 2005, the Company had total assets of Baht 232.73 million similar to its total

previous year. In 2005, the total assets comprised total current assets of Baht 157.44 million or 67.65

percent of total assets and total non-current assets of Baht 75.30 million or 32.35 percent of total assets.

Liabilities

As at 31st December 2005, total liabilities were Baht 73.93 million, which increased by Baht 11.15

million or 17.75 percent increase from 2004 due to increase in unearned income in 2005 of Baht 10.37

million or 32.63 percent increase as compared to prior year.

Shareholders' Equity

As at 31st December 2005 total shareholders' equity were similar to its total in 2004, which

increased Baht 8.66 million or 5.77 percent last year .

S TATEMENTS


134

F i n an c i a l S t a t emen t sF i n an c i a l S t a t emen t s

Report of Independent AuditorTo The Board of Directors and Shareholders of


I have audited the balance sheets of Business Online Public Company Limited as at

31st December 2005 and 2004, the related statements of earnings, changes in shareholders'

equity and cash flows for the years then ended. These financial statements are the responsibility

of the Company's management as to their correctness and the completeness of the presentation.

My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing standards.

Those standards require that I plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free of material misstatement. An audit includes examining,

on a test basis, evidence supporting the amounts and disclosures in the financial statements. An

audit also includes assessing the accounting principles used and significant estimates made by

management, as well as evaluating the overall financial statement presentation. I believe that my

audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects,

the financial position of Business Online Public Company Limited as at 31st December 2005 and

2004 and the results of its operations, and cash flows for the years then ended, in accordance with

generally accepted accounting principles.

Sumalee Reewarabandith

Certified Public Accountant (Thailand) No. 3970

Ernst & Young Office Limited

Bangkok: 16 February 2006

135

BUSINESS ONLINE PUBLIC COMPANY LIMITED

BALANCE SHEETS

AS AT 31st DECEMBER 2005 AND 2004

(Unit: Baht)

Note 2005 2004

ASSETS

CURRENT ASSETS

Cash and cash equivalents 21,666,489 10,984,360

Current investment - promissory note 70,000,000 65,208,565

Trade accounts and notes receivable - net 3 48,805,695 25,108,351

Trade accounts receivable - related parties 10 10,305,581 15,559,290

Inventories 20,694 49,916

Accrued income 2,832,823 16,281,139

Deferred information system development costs 4 - 9,352,091

Advances to employees 252,278 451,467

Other current assets 3,553,310 1,167,805

TOTAL CURRENT ASSETS 157,436,870 144,162,984

NON-CURRENT ASSETS

Pledged deposits at financial institutions 5 6,411,000 3,374,840

Investment accounted for under the equity method 6 - 27,088,004

Other long-term investment 6 27,864,111 -

Building improvement and equipment - net 7 25,598,238 27,293,665

Intangible asset - net 8 14,266,839 9,764,819

Other non-current assets 1,157,031 1,241,804

TOTAL NON-CURRENT ASSETS 75,297,219 68,763,132

TOTAL ASSETS 232,734,089 212,926,116

The accompanying notes are an integral part of the financial statements.

136


BALANCE SHEETS (Continued)

AS AT 31st DECEMBER 2005 AND 2004

(Unit: Baht)

Note 2005 2004

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Trade accounts and notes payable 398,228 2,112,707

Trade accounts payable - related parties 10 10,503,702 9,298,198

Unearned income 41,954,040 31,783,470

Beneficiary fee payable 6,063,254 5,056,137

Value added tax payable 3,775,099 2,271,149

Corporate income tax payable 1,232,822 3,242,108

Other current liabilities 9,998,076 9,014,939

TOTAL CURRENT LIABILITIES 73,945,221 62,778,708

SHAREHOLDERS' EQUITY

Share capital

Registered

5,000,000 ordinary shares of Baht 1 each 75,000,000 75,000,000

Issued and paid-up

75,000,000 ordinary shares of Baht 1 each 11 75,000,000 75,000,000

Premium on ordinary shares 11 55,069,029 55,069,029

Retained earnings

Appropriated - statutory reserve 12 2,017,884 1,396,104

Unappropriated 26,721,955 18,682,275

TOTAL SHAREHOLDERS' EQUITY 158,808,868 150,147,408

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 232,734,089 212,926,116


137


STATEMENTS OF EARNINGS

FOR THE YEARS ENDED 31st DECEMBER 2005 AND 2004

(Unit: Baht)

Note 2005 2004

REVENUES

Online information service income 13 121,653,724 101,122,733

Other service income 44,348,946 40,626,284

Other income 1,730,893 617,572

TOTAL REVENUES 167,733,563 142,366,589

EXPENSES

Cost of services 86,625,633 67,305,270

Administrative expenses 52,953,624 45,271,273

Director's remuneration 14 6,083,565 5,364,216

Share of loss from investment

accounted for under the equity method 1,241,093 6,222,354

TOTAL EXPENSES 146,903,915 124,163,113

EARNINGS BEFORE INTEREST EXPENSE AND INCOME TAX 20,829,648 18,203,476

INTEREST EXPENSE - (7,950)

CORPORATE INCOME TAX (4,668,188) (5,759,957)

NET EARNINGS FOR THE YEAR 16,161,460 12,435,569

BASIC EARNINGS PER SHARE

Net earnings 0.22 0.18

Weighted average number of ordinary shares (shares) 75,000,000 68,683,041


140


STATEMENTS OF CASH FLOWS (Continued)


(Unit: Baht)

2005 2004

Cash flows from investing activities

Increase in current investment - promissory note (4,791,435) (65,208,565)

Increase in deferred information system development costs - (2,693,649)

Increase in pledged deposits at financial institutions (3,036,160) (2,008,608)

Increase in investment accounted for under the equity method - (4,943,250)

Increase in other long-term investment (2,017,200) -

Proceeds from disposal of equipment 841,122 340,000

Increase in building improvement and equipment (13,663,207) (11,381,235)

Increase in intangible asset (7,326,746) (4,953,396)

Net cash used in investing activities (29,993,626) (90,848,703)

Cash flows from financing activities

Net proceeds from share capital increase - 73,889,779

Decrease in financial lease payable - (778,714)

Dividend paid (7,500,000) (3,073,800)

Net cash from (used in) financing activities (7,500,000) 70,037,265

Net increase in cash and cash equivalents 10,682,129 2,001,731

Cash and cash equivalents at beginning of year 10,984,360 8,982,629

Cash and cash equivalents at end of year 21,666,489 10,984,360

Supplemental cash flows information

Cash paid during the year for :-

Interest expense - 7,950

Corporate income tax 6,678,166 6,552,804

Non-cash transaction :-

Transfer from investment accounted for under

the equity method to be long-term investment 25,846,911 -

Share issued costs were offset against share premium (Note 12) 5,236,221


141


NOTES TO FINANCIAL STATEMENTS


1. GENERAL INFORMATION

1.1 Business Online Public Company Limited was incorporated as a public limited company

under Thai laws and then listed on the stock Exchange of Thailand. The Company operates its business

in Thailand and its principal activity is as an online information service provider and developer of local

and global financial news and other services. The Company's registered address is on 900/8-10 SVOA

Tower, Rama III Road, Kwang Bangpongpang, Khet Yannawa, Bangkok.

1.2 On 4th June 1996, Advanced Research Group Company Limited, a related company, entered

into a memorandum of understanding with the Department of Commercial Registration

(which subsequently changed its name to "Department of Business Development"), whereby the

Company is to provide online business news information services for a period of 20 years. Advanced

Research Group Company Limited has all the obligations and responsibilities to the above department

of a joint debtor with the Company. The operation of this service does not constitute the award of a

monopoly to the Company as the Department of Business Development may continue to provide news

information services in a normal manner. On 4th June 1996 the Company entered into an agreement

granting financial benefits from the operation of the online business news information services project

to the Department of Business Development at a rate of 5 percent of annual income. However, the

annual fee paid is not to be less than an amount set out in this agreement. The Company also

transferred other benefits to the above department, such as the two right to use the Company's online

business news information services without any charge.

1.3 On 12th Novembe 1997 Anew Corporation Limited entered into a memorandum of

understanding with the Legal Execution Division stipulating a period of 10 years, and potentially

renewable for further terms of 5 years each, whereby that company would be appointed to provide

nationwide online information on bankrupts and auctions due to bankruptcy, with ownership of and

copyright to the information to remain with the Legal Execution Division. Net annual earnings

generated from the provision of the service are to be divided, with 30% paid to the Legal Execution

Division and the total amount paid per annum not to be less than an amount set out in this

memorandum. In addition, at the end of the agreed period of service, the Company would be obliged

to transfer all system equipment and software used for the provision of such services to the Legal

Execution Division and the staff of the Division trained to provide the service.

On 4th September 1998 Anew Corporation Limited transferred its rights and duties under the

memorandum of understanding to the Company.

On 9th January 2006 the Company and the Welfare Section of the Legal Execution Department

(assigned by the Legal Execution Department) entered into a new memorandum of understanding to

replace that originally signed with Anew Corporation Limited. This new memorandum covers a period

of 7 years and is renewable for further terms of 5 years each with the Company to provide the same

service, and ownership of and copyright to the information is remain with the Legal Execution

Department. Howerver, remuneration by the Company is now fixed at Baht 1.5 million per annum.

The new memorandum of understanding is effective from 9 January 2006.

142

2. SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with accounting standards

enunciated under the Accounting Profession Act B.E. 2547.

Significant accounting policies adopted by the Company are summarised below.

2.1 Revenue and expense recognition

Service income are the invoiced value, excluding value added tax, of services rendered, after

deducting discounts and allowances.

Revenues from purchases of limited numbers of hours of access to the Company's

information services, granting users access to information on juristic persons, business news, and

information on bankrupts and auctions due to bankruptcy, are generally recognised on a straight-line

basis over the period of usage stipulated in the agreement. This method is used because such revenues

are derived from sales made direct to customers rather than through distribution agents and because

several types of service are provided to customers simultaneously over a period which has a fixed

termination date. The Company therefore believes that there is no material difference between

recognising revenue based on a straight-line basis and recognising it on hours actually used.

Service income under long-term contracts is recognised on the basis of percentage of completion. The

percentage of completion is determined based on services performed to date as apercentage of total

services to be performed.

Interest income is recognised on a time proportion basis, taking into account the effective

rate of return on the principal, unless there is doubt as to collectibility.

Expenses are recognised on an accrual basis.

2.2 Cash and cash equivalents

Cash and cash equivalents are cash and deposits at financial institutions, excluded deposits at

banks with an original maturity over 3 months and cash secured as collateral.

2.3 Trade accounts receivable and allowance for doubtful accounts

Trade accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is

provided for the estimated losses that may incur in collection of receivables. The allowance is based on

collection experience and current status of receivables outstanding at the balance sheet

date.

2.4 Inventories

Inventories are valued at the lower of cost (weighted average method) and net realisable value.

The Company set up provision for devaluation of any inventories which, based on their current

status, are classified as slow - moving or obsolete.

143

2.5 Investment

Investment in associated company is recorded under the equity method, being recorded

at cost at the acquisition date and, for each subsequent period, adjusted to incorporate the Company's

proportionate share of the operating results of the associated company.

Long-term investments in non-marketable equity securities, which are held as other

investments, are valued at cost. The Company recognises loss on impairment of securities (if any) in

the earnings statement.

2.6 Building improvement and equipment and depreciation

Building improvement and equipment are stated at cost less accumulated depreciation.

Depreciation of building improvement and equipment are calculated by reference to their costs

on the straight-line basis over the following estimated useful lives: -

Building improvement - 5 years

Equipment and others - 3 - 5 years

2.7 Amortisation

Deferred information system development costs are amortised as expenses by reference

to the proportion of income earned each year since 2004 to 2005.

2.8 Intangible asset

Intangible asset represents the cost of software which is used in the provision of service and

is stated at cost less accumulated amortisation. Amortisation of software is calculated by reference

to its costs on the straight-line basis over the period of 5 years.

2.9 Use of accounting estimates

Preparation of financial statements in conformity with generally accepted accounting

principles requires management to make estimates for certain accounting transactions, affecting

amounts reported in the financial statements and notes related thereto. Subsequent actual results may

differ from these estimates.

2.10 Foreign currencies

Foreign currency transactions incurred during the year are translated into Baht at the

rates ruling on the transaction dates. Monetary assets and liabilities in foreign currency outstanding on

the balance sheet date are translated into Baht at the rates ruling on the balance sheet date. Exchange

gains and losses are included in determining earnings.

144

2.11 Corporate income tax

Corporate income tax is calculated at the rate of 20 percent (2004 : 30 percent) on net

earnings after adding back share of loss from investment accounted for under the equity method and

certain expenses which are disallowable for tax computation purposes.

2.12 Employee benefits

On 1st January 2000, the Company and its employees have jointly registered a provident fund

scheme under Provident Fund Act. B.E. 2530. The fund is monthly contributed to by its employees at

the rate of 3% of their basic salaries and by the Company at the same rate. The fund is managed by

TISCO Finance Plc. and will be paid to the employees upon termination in accordance with the rules of

the fund. During the year 2005, Baht 462,370 (2004: Baht 432,685) has been contributed to the fund by

the Company and recorded as expenses in the earnings statements.

2.13 Financial instruments

The Company has no policy to speculate in or engage in the trading of any financial derivative

instruments.

Financial instruments carried in the balance sheets included cash and deposits at financial

institutions, current investment, trade accounts receivable, trade accounts payable and financial lease

payable. The particular recognition methods adopted are disclosed in the individual policy statements

associated with each item.

2.14 Basic earnings per share

Basic earnings per share is calculated by dividing the net earnings for the year by the

weighted average number of ordinary shares in issue during the year.

3. TRADE ACCOUNTS AND NOTES RECEIVABLE

As at 31st December 2005 and 2004, the outstanding balances of trade accounts and notes

receivable are classified by aging as presented below: -

(Unit: Baht)

Period 2005 2004

Not yet due 39,803,185 16,332,942

Overdue

Not over 3 months 7,586,338 6,350,789

3 - 6 months 1,939,767 1,930,280

6 - 12 months - 494,340

Total 49,329,290 25,108,351

Less : Allowance for doubtful accounts (523,595) -

Net 48,805,695 25,108,351

As at the 31st December 2005, the outstanding balances of trade accounts receivable includes

Baht 1.2 million (2004 : Baht 2.4 million) receivable fromthe service barter, as discussed in Note 13.

145

4. DEFERRED INFORMATION SYSTEM DEVELOPMENT COSTS

Deferred information system development costs represent the cost of a new service, representing the

development of information analysis system to support decision making in business operations,

offered specifically to large organisation.

(Unit: Baht)

2005 2004

Deferred information system development costs 9,352,091 11,222,509

Less: Accumulated amortisation (9,352,091) (1,870,418)

Net - 9,352,091

Amortisation included in the cost of services 9,352,091 1,870,418

5. PLEDGED DEPOSITS AT FINANCIAL INSTITUTIONS

This bank fixed deposits have been pledged with banks to secure the issuance of bank guarantees.

6.INVESTMENT ACCOUNTED FOR UNDER THE EQUITY METHOD/OTHER LONG-TERM INVESTMENT

This represents investment in ordinary shares of the following company :-

On 19th August 2004, the associated company entered into a memorandum of understanding in

relation to its merger with Central Credit Thai Co., Ltd., whereby a portion of the shares will be held by

the Ministry of Finance. On 16 February 2005, the associated company entered into a purchase, sale

and transfer of entire business agreement with Central Credit Thai Co., Ltd.

On 16th December 2004, the Extraordinary General Meeting of Shareholders No. 2/2004 of the

associated company passed special resolutions to approve the following matters :-

Companyûs name Nature of business Paid up Capital Percentage of shareholding Cost method Equity method 2005 2004 2005 2004 2005 2004 2005 2004 Percent Percent

National Credit Bureau Credit informationCo., Ltd. (formerly Service known as çCentralCredit Information Services Co., Ltd.") 250,000,000 186,420,000 12.25 25 30,625,000 46,605,000 27,864,111 27,088,004 30,625,000 46,605,000 27,864,111 27,088,004

* Recorded investment under equity method up to 31st March 2005.

(Unit: Baht)

*

146

1. Approved a change in the par value of the associated company's shares from Baht 100 to Baht

10 each.

The associated company registered the change in par value with the Ministry of Commerce on

28th December 2004.

2. Approved a reduction in the associated company's registered share capital from Baht

186,420,000 (18,642,000 ordinary shares of Baht 10 each) to Baht 114,431,200, by means of reducing

the number of shares from 18,642,000 shares to 11,443,120 shares in order to eliminate approximately

Baht 72 million of its deficit. The associated company registered the reduction in its registered capital

with the Ministry of Commerce on 17th March 2005.

3. Approved an increase in the associated companyís share capital from Baht 114,431,200

(11,443,120 ordinary shares of Baht 10 each) to Baht 250,000,000, after the completion of the capital

reduction, by means of increasing the number of shares from 11,443,120 shares to 25,000,000 shares,

with the associated company to allocate the additional shares to existing shareholders and new

shareholders at a price of Baht 10 per share. The Company exercised its right to purchase 201,725 of

the new shares at a price of Baht 10 each, equivalent to approximately Baht 2.02 million. The associated

company registered the increase in its registered capital with the Ministry of Commerce on 1st April

2005 and as a result of these transactions, the Companyís holding in this associated company is

reduced from 25 percent to 12.25 percent as from 1st April 2005. Therefore, the Company has

reclassified this investment to other long-term investment, whereby the value of this investment under

equity accounting method as at the reclassification date was Baht 25.85 million. The associated

company registered the change of its name to "National Credit Bureau Co., Ltd." with the Ministry of

Commerce on 19th May 2005.

147

7. BUILDING IMPROVEMENT AND EQUIPMENT

(Unit: Baht)

Cost

31st December 2004 13,436,412 7,297,896 47,395,737 2,558,493 70,688,538

Acquisitions - 99,635 9,878,572 3,685,000 13,663,207

Disposals - - (1,639,465) (2,558,493) (4,197,958)

31st December 2005 13,436,412 7,397,531 55,634,844 3,685,000 80,153,787

Accumulated depreciation

31st December 2004 8,137,528 4,586,236 29,014,545 1,656,564 43,394,873

Depreciation for the year 2,632,438 1,231,761 10,525,202 482,708 14,872,109

Depreciation for disposals - - (1,578,219) (2,133,214) (3,711,433)

31st December 2005 10,769,966 5,817,997 37,961,528 6,058 54,555,549

Net book value

31st December 2004 5,298,884 2,711,660 18,381,192 901,929 27,293,665

31st December 2005 2,666,446 1,579,534 17,673,316 3,678,942 25,598,238

Depreciation included in the earnings

statements for the years

2004 14,262,804

2005 14,872,109

A part of depreciation for the year 2005 amounting to Baht 10.5 million (2004: Baht 9.9 million)

has been charged to cost of services and the remaining part of Baht 4.4 million (2004: Baht 4.4 million)

has been charged to administrative expenses.

As at 31st December 2005, the gross carrying amount of fully depreciated equipment of the

Company still in use is Baht 24.7 million (2004: Baht 18.0 million).

Building

improvement

Office

equipment

and telephone

system

Computer

equipment

Motor

vehicles Total

148

8. INTANGIBLE ASSET

(Unit : Baht)

Cost

31st December 2004 10,942,757 1,774,244 12,717,001

Acquisitions 1,175,891 6,150,855 7,326,746

Transfer in 7,925,099 - 7,925,099

Transfer out - (7,925,099) (7,925,099)

31st December 2005 20,043,747 - 20,043,747

Accumulated depreciation

31st December 2004 2,952,182 - 2,952,182

Amortisation for the year 2,824,726 - 2,824,726

31st December 2005 5,776,908 - 5,776,908

Net book value

31st December 2004 7,990,575 1,774,244 9,764,819

31st December 2005 14,266,839 - 14,266,839

Amortisation included in the cost of services

2004 2,042,257

2005 2,824,726

Software

Software under

development Total

9. CREDIT FACILITIES

The bank credit facilities of Baht 5 million have been guaranteed by a related company (Anew

Corporation Ltd.).

149

10. RELATED PARTY TRANSACTIONS

During the years, the Company had significant business transactions with its local and overseas

related companies, which related by way of shareholding or common shareholders or common

directors. Such transactions are summarised below: -

(Unit : Thousand Baht)

2005 2004 Pricing policy

Related party transactions

Sales of services 29,930 29,888 - Cost plus margin

- In accordance with the prices and

minimum guarantee amounts stipulated

in agreements

Purchases of goods 206 237 - Cost plus margin

Purchases of equipment 791 7,567 - Market price

Purchases of services 16,260 9,878 - Cost plus margin

- In accordance with the prices stipulated

in agreements

Dividend paid 4,961 2,418 - As declared

Related director transaction

Disposal of fixed asset - 340 - As price exceeding the net book value

The outstanding balances of the above transactions are shown in the balance sheets as follows: -

(Unit : Baht)

Relationship 2005 2004

Trade accounts receivable - related parties Shareholder and 2,164,383 8,143,426

National Credit Bureau Co., Ltd. (formerly common directors

known as ìCentral Credit Information

Services Co., Ltd.î)

Dun & Bradstreet (Asia Pacific) Co., Ltd. Common shareholders 4,871,198 6,694,231

(formerly known as ìDun & and common directors

Bradstreet Singapore Co., Ltd.î)

A.R. Business Press Co., Ltd. Common shareholders - 567,100

and common directors

Advanced Research Group Co., Ltd. Shareholder and - 71,511

common directors

SVOA Public Co., Ltd. Common shareholders 2,568,000 -


AET Technology Co., Ltd. indirect common 642,000 -

shareholders

Others 60,000 83,022

10,305,581 15,559,290

150

(Unit: Baht)

Relationship 2005 2004

Trade accounts payable - related parties

Advanced Research Group Co., Ltd. Shareholder and 5,745,134 3,018,847

common directors

SVOA Public Co., Ltd. Common shareholders

and common directors 2,617,730 2,530,047

Dun & Bradstreet International Co., Ltd. Shareholder 718,079 2,240,745

Dun & Bradstreet (Asia Pacific) Co., Ltd. Common shareholders 615,149 682,672

formerly known as Dun & and common directors

Bradstreet Singapore Co., Ltd.î)

A.R. Business Press Company Limited Common shareholders - 339,320


Core and Peak Co., Ltd. Common shareholders 304,000 273,920


Anet Co., Ltd. Common shareholders 210,010 148,447


AET Technology Co., Ltd. Indirect common shareholders 200,000 -

Others 93,600 64,200

10,503,702 9,298,198

As at 31st December 2005 and 2004, the aging of outstanding balances of trade accounts

receivable - related parties are as follows: -

(Unit: Baht)

Period 2005 2004

Not yet due 6,952,301 10,316,019

Overdue

Not over 3 months 3,353,280 4,356,578

3 - 6 months - 886,693

Total 10,305,581 15,559,290

During the year, the Company has extended payment period of certain debts amounting to

Baht 1.5 million to the National Credit Bureau Co., Ltd. (formerly known as "Central Credit Information

Services Co., Ltd."). In which the above company is to pay such debt within July 2005 to June 2006.

151

11. SHARE CAPITAL

On 1st December 2003, the Company registered with the Ministry of Commerce, the change

of the par value of its ordinary shares from Baht 100 each to Baht 1 each, by spliting its 512,300 ordinary

shares into 51,230,000 ordinary shares. In addition, the Company registered the increase of its capital

from Baht 51.23 million (51.23 million ordinary shares of Baht 1 each) to Baht 75 million (75 million

ordinary shares of Baht 1 each), through the issue of 23.77 million ordinary shares with a par value of

Baht 1 each. An extraordinary meeting of the Companyís shareholders has approved the allocation of 4

million new ordinary shares to the Companyís directors and employees and 19.77 million ordinary

shares are to be offered publicity.

On 25th March 2004, the meeting of the Company's Board of Directors approved the public offering

price of the additional share capital at Baht 3.80 per share, and at Baht 1 per share to the Company's

directors and/or employees. The Company received the additional share subscription from the public

offering of ordinary shares in April 2004 and registered the increase in paid-up capital to Baht 75 million

with the Ministry of Commerce on 9th April 2005. Total share proceeds were Baht 79,126,000 with a share

premium of Baht 55,356,000 and share issued costs of Baht 5,236,221 were offset against this share

premium.

The Company received a letter from the Market for Alternative Investment informing that the

Companyís ordinary shares are listed securities since 21st April 2004.

12. STATUTORY RESERVE

In accordance with Section 116 of the Public Limited Companies Act B.E. 2535, the Company

is required to set aside a reserve at least 5 percent of its net profit after deducting accumulated deficit

brought forward (if any) until the reserve reaches 10 percent of the registered share capital. This reserve

is not available for dividend distribution.

13. BARTER SALES

During the year 2005, the Company has barter service income which is included in service income

amounting to Baht 2.5 million (2004 : Baht 2.8 million).

14. DIRECTOR'S REMUNERATION

Director's remuneration represents the benefits paid to the Company directors in accordance

with Section 90 of the Public Limited Companies Act, exclusive of salaries and related benefits payable

to executive directors.

15. DIVIDEND PAID

On 16th March 2004, the Annual General Meeting of the Company's shareholders approved the

setting aside of Baht 302,510 to a statutory reserve and approved the payment of dividend to the

Companyís shareholders of Baht 0.06 per share, a total of Baht 3,073,800.

On 1st April 2005, the Annual General Meeting of the Company's shareholders approved the setting

aside of Baht 621,780 to the statutory reserve and approved the payment of a dividend of Baht 0.10 per

share to the Company's shareholders, a total of Baht 7,500,000.

152

16. NUMBER AND EMPLOYEE COSTS

2005 2004

Number of employees at the end of year 95 92

Employee costs during the year (Thousand Baht) 35,036 33,898

17. FINANCIAL INFORMATION BY SEGMENT

The Company operates its business in a single industry segment in an online information

service provider and developer of financial news and other information services, and carries on mostly

in the single geographic area in Thailand. As a result, all of the revenues, operating profits and assets as

reflected in these financial statements pertain to the aforementioned industry segment and geographic

area. Overseas service income for the years ended 31 December 2005 and 2004 are Baht 18.3 million

and Baht 18.2 million, respectively.

18. FINANCIAL INSTRUMENTS

18.1 Interest rate risk

The interest rate risk is the risk that future movements in market interest rates will affect

the results of the operations and cash flows of the Company. The exposure to interest rate risk relates

primarily to its deposits at financial institutions and current investment. The Company does not use

derivative financial instruments to hedge such risk.

18.2 Foreign currency risk

The exposure to foreign currency risk of the Company relates primarily to its receivables

and payables which are denominated in foreign currencies.

As at 31st December 2005 and 2004 the Company had foreign currency assets and liabilities

which had not been hedged against foreign exchange risk as follows: -

(Unit : Million USD)

2005 2004

Assets 0.12 0.23

Liabilities 0.03 0.15

18.3 Credit risk

The Company is exposed to credit risk primarily with respect to trade receivables. Since there

are a large number of entities comprising the Companyís customer base and the major customers are

financial institutions, state enterprises and government agencies, the Company does anticipate that its

credit risk exposure is limited to the carrying amount of the receivable less allowance for doubtful debts

as stated in the balance sheet.

18.4 Fair value

Since the majority of the financial assets and liabilities are short-term and investment is

recorded under the equity method, whereby the book value is the most reasonable estimate of fair

value, the management believes that the fair value of the financial assets and liabilities of the Company

does not materially differ from their carrying value.

153

19. COMMITMENTS

19.1 Rental and service agreements

As at 31st December 2005, the Company has outstanding commitments of Baht 3.91 million in respect

of the lease of office building and service, as follows: -

Year Million Baht

2006 3.91

2007 -

3.91

19.2 Purchase and developement agreements

As at 31st December 2005, the Company has outstanding commitments of Baht 0.6 million in respect of

the purchase

19.3 eneficiary fees

As at 31st December 2005, the Company has commitment on beneficiary agreement to

the Department of Business Development in order to obtain the right to operate the online business

news information services, as discussed in Note 1.2 to the financial statements, as follows: -

Year Million Baht

2006 4.5

2007 - 2015 106.0

110.5

19.4 Memorandum of understanding concerning provision of connection to information

on bankrupts and auctions due to bankruptcy

The Company has commitments under the memorandum of understanding executed with the Welfare

Section of the Legal Execution Division, in relation to the provision of nationwideonline information on

bankrupts and auctions due to bankruptcy, as discussed in Note 1.3 to financialstatements, as follows: -

Year Million Baht

2006 1.5

2007-2012 9.0

10.5

19.5 D&B Paydex Master agreement

On 14th November 2003 the Company entered into the D&B Paydex Master agreement with

an overseas related company, whereby that company will develop software to analyse data on the

repayment behavior of trade receivables, so that customers can use the data to assist with business

decisions. The Company is committed to pay annual license fees at a rate of 10 percent of revenues

earned from the above services in the first year service is provided, and at 33 percent of revenues in

subsequent years, as stipulated in the agreement. The above agreement does not stipulate a definite

term for the agreement.

19.6 BOL Core Software License Agreement

On 25th October 2000, the Company entered into the BOL Core Software License

Agreement with two related companies Dun & Bradstreet Asia Pacific Co., Ltd. formerly known as

"Dun & Bradstreet Singapore Co., Ltd.") and Advanced Research Group Co., Ltd.), whereby the Company

is entitled to grant the utilization right to the software applications of such two related companies to

another related company (National Credit Bureau Co., Ltd. (formerly known as "Central Credit

Information Services Co., Ltd."). The Company is committed to pay the license fees to Dun & Bradstreet

Asia Pacific Co., Ltd. and Advanced Research Group Co., Ltd. at a total rate of 4.125 percent

of revenues earned from National Credit Bureau Co., Ltd., or the minimum rate stipulated in the

agreement. The above agreement does not stipulate a definite term for the agreement.

154

In 2004, the Company and its counterparties signed the amended license agreement on the

license fee rate, whereby the guarantee of a minimum fee was canceled and the license fee rate was

changed to 3.63 - 3.96 percent of revenues earned from National Credit Bureau Co., Ltd. The new

license fee rate is effective since 1st August 2005.

19.7 Agreement relating to co-development of the information analysis system

On 1st April 2003, the Company and a related company (Advanced Research Group Co., Ltd.)

entered into the agreement relating to co-development of the information analysis system of a new

service. Under the agreement, the Company is to provide the information database, the necessary

computers, set up criteria for the application used in the provision of service, and support and distribute

such service. The related company, under the agreement, is to analyse, develop, and maintain the

software application in order to meet the criteria specified by the Company. In addition, the related

company is to provide the training courses on application for the Company's staff. Both parties have

rights to the software application. The Company is committed to share the higher of income to such

related company at a rate of 5 percent of revenues earned from such service and the minimum rate

stipulated in the agreement.

On 1st November 2005 the Company entered into a new agreement with the related company,

whereby each party has the same range obligations and ringhts, but the Company is to share income

at a fixed rate of 5 percent of its revenues from the service; without the minimum rate charge stipulated

in the former agreement. The new agreement is effective from 1st November 2005.

19.8 Trade Mark Licence Agreement

On 6th May 2005, the Company entered into the Trade Mark Licence Agreement with an

overseas related company (Dun & Bradstreet International Limited), whereby the Company is

granted the right to use the trade mark of this related company for goods and services provided

by the Company which use technology and know-how obtained from the related company.

The term of the agreement is 5 years, effective from 6th May 2005, and the Company

is committed to pay annual license fees as follows

Year USD

December 2005 - November 2006 14,000




20. BANK GUARANTEES

As at 31st December 2005 there were outstanding bank guarantees of Baht 4.3 million (2004: Baht 3.2

million) issued by banks on behalf of the Company in respect of certain performance bonds required in

the normal course of business of the Company.

21. PRESENTATION

The presentation of the financial statements has been made in compliance with the stipulations

of the notification of the Department of Business Development dated 14th September 2001 as

empowered under the Accounting Act B.E. 2543.

Certain amounts in the financial statements for the year ended 31st December 2004 have been

reclassified to conform to the current year's classification, with no effect on previously reported net

earning or shareholder's equity.

22. APPROVAL OF FINANCIAL STATEMENTS

These financial statements were authorised for issue by the Board of Directors on 16th February 2006.

P r e c i o u s I n f o rma t i o nl e a d y o u r b u s i n e s s t o s u c c e s s

Business Online Public Company Limited900/8-10 SVOA Tower, 11, 12, 14 Fl., Rama III Rd., Bangpongpang, Yannawa, Bangkok 10120 ThailandTel : 66 (0) 2657-3999 Ext. 2111-6 Fax : 66 (0) 2657-3900-1E-mail : [email protected] www.BOL.co.th

bol 05

Documents

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risk of db

companys total revenues

total number of shareholders

companys business