C.I. Group PCL is a world-class manufacturer of coils to international standards and a major supplier of coils to leading air conditioner and refrigeration companies in the United States. Founded in Thailand in 1983, CIG is a publicly traded company that employs more than 1,000 staffs in three factories in Thailand. We received accreditations from ISO 9001:2008, Underwriters Laboratories (UL) and Air-Conditioning Heating and Refrigeration Institute (“AHRI”). In addition we have been awarded numerous quality awards.

Our mission is to be the leading producer of international-standard coils in Asia and to be the preferred supplier of HVAC/R engineers around the world.

– Link to the website of the Stock Exchange of Thailand ( www.set.or.th)

– ข้อมูลจากตลาดหลักทรัพย์แห่งประเทศไทย

Pol.Gen.Dato’Prung Boonpadung

Chairman of the Board of Directors Independent Director

Mr. Aree Poomsanoh

Vice Chairman of the Board

Mr. Taweesak Wangkorkiat

Directors and Member of the Executive Committee

Mr. Theera Poomsanoh

Director and Member of the Executive Committee

Mr. Cherdpong Siriwit

Chairman of the Audit Committee

Mr. Banjoed Jareyanukija

Director 

Mr. Pat Lapanan

Director 

Mr.Phongcharn Samphaongern

Independent Director and Audit Committee

Types of Business

History

The company was incorporated on 10 April 2003 with registered capital of 94,000,000 Baht which was a result of a merger between C.I.Group Company Limited and Heat Interchange Company Limited by the same groups of shareholders namely Poomsanoh, Wangkorkiat and Wongsawang. The company’s objective is to manufacture coils, which are important parts in air conditioner, chiller and other types of  heat exchanger for domestic and international markets.

The company’s office and first factory is located in Pathumthani and later on expanded to Sriracha, Chonburi on 6 sq.rai of land and to Muang, Samutprakarn on 1 sq.rai of land. The headquarters is located on 1/1 Moo 7, Bangkoowad Rd., Bangkoowad, A. Muang Pathumthani 12000.

Overall Business Operation

The company is a manufacturer of evaporator coils, condenser coils and chilled water coils which are important parts in all kind of heat exchangers.  Most of manufacturing orders are made to order basis for domestic and international market with sales proportion of 70% and 30% respectively.

Domestic customers consists of  well-known air-conditioner manufacturers for international and domestic brands  especially those  with policies to buy parts from other sources and  those in replacement markets such as air-conditioning or refrigeration service and maintenance companies. For export markets, the company sells directly to customers in  Asia, Europe and sells through sales agents in USA, Canada, Australia and New Zealand. At present, the company is considered by customers as a high quality coils manufacturer. The company is the only manufacturer in Thailand  with product certification from Canadian Standards  Association (“CSA”) from Canada and Underwriters Laboratories Inc. (“UL”) of USA  which is globally accepted standards. Moreover, our teams of engineers provide consultancy services as well as product designs.

Important changes and events in the business and management of the company

2005

• Issued 41 million shares for sale to the public and 4 million shares to directors and employees.
• Listed on MAI of Stock Exchange of Thailand on 27 January 2005.
• Received Excellent Industrial Award of 2005 in SME Management category from the Prime Minister held by Department of Industrial Promotion, Industrial Ministry
• Increased registered capital from 165 million Baht to 247.50 million Baht by issuing Warrants to shareholders up to 82,500,000 unit with conversion ratio of 2 shares per  warrant (round down)

2007

• Increased registered capital from 247.50 million Baht to 350 million Baht by offering 85.50 million shares at 1 Baht/share to the public and prepared for first warrant exercise of 17.00 million shares.
• Started operation at the second factory in Pin Thong Industrial Park, Chonburi

2008

• The company invested 144.95 million Baht for 999,680 shares in De Lamai company limited which operated a hotel business in Koh Samui, Suratthani

2009

• Changed par value of shares from 1 Baht to 0.50 Baht and changed number of registered shares from 350,000,000 shares to 700,000,000 shares. This resulted in outstanding shares from 251,592,417 shares to 503,184,834 shares.
• ISO 9001 : 2008 certified

2010

• Received approval from extraordinary shareholders meeting to issue 25,100,000 units of free ESOP-1 to directors and employees
• Received approval from extraordinary shareholders meeting to issue 219,611,940 free second warrant (CIG-W2) units to existing shareholders with the ratio of 1 share to 0.43637118 unit of CIG-W2

2011

• Received approval from extraordinary shareholders meeting to issue 3,048,173,915 free third warrant (CIG-W3) units to existing shareholders with the ratio of 1 share to 5 units of CIG-W3

2012

• CIG-W2 expired with remaining shares of 13,555,079 shares.
• Bank of Ayudhya transferred De Lamai’s loan account to Bangkok Asset Management (BAM)
• CIG-W3 expired with remaining shares of 213,003,580 shares.

2013

• Received approval from ordinary shareholder’s meeting to issue 601,836,915 free third warrant (CIG-W4) units to existing shareholders with the ratio of 1 share to 2 units of CIG-W4
• ESOP-1 expired with outstanding shares of 1,761,399 shares
• The subsidiary: CIG (Thailand) company limited, signed an agreement to sell its investment in ordinary shares of Shenzhou Xiai Heating and Refrigeration Equipment Manufacture Company limited at the price of 17.55 million Baht to another non-related company.

2014

• CIG-W4 expired with outstanding shares of 38,074,641 shares.
• A subsidiary, CIG (Thailand) Co.,Ltd. invested in Fakwantip Co.,Ltd.
• The civil case with a debtor namely Mrs. Suthasinee Setapan or Mutamara has been closed after the Civil Court dismissed the objector, the defendant of the case. The asset went into an auction according to Civil Court’s order. The company entered and won the auction to buy the collateral asset at 60 million Baht and the company has received title deed transfer.
• The subsidiary, De Lamai Company Limited, received a debt restructuring approval from Bangkok Commercial Asset Management Company Limited. for repayment of 102 million Baht to settle all of its outstanding debts.
• The company financially support its subsidiary, De Lamai Company Limited, by granting a 102 million Baht loan for debt repayment to Bangkok Commercial Asset Management Company Limited.

2015

• 20 April : Annual General Meeting of shareholders for the year 2015.
• 20April : Received approval from ordinary shareholder’s meeting to issue 216,185,556 free fifth warrant (CIG-W5) units to existing shareholders with the ratio of 4 share to 1 units of CIG-W5
• Rebranding to make it easier to remember and signs of change to be more international
• 29 September : Signed an agreement to distribute its products, Kingspan Insulated Panel Pty Limited, manufacturer of Insulation Panel from Australia

Vision                 

 We aim to be the world leading producer and service provider in heat exchanger technology advancement with excellent quality.

Mission 

1. Create innovation with research and development on production and product continuosly.

2. Get international standard certified for production, work process and quality of products in order to improve and maintain quality of production and product effectively.

3. Keep and increase market share both domestic and export, get in to new market to create variety of chance.

4. Be a good corporate governance organization upon accurate data and updated with appropriate costs.

5. Develop human resources and environment continuosly.

6. Create high return to all shareholders and stakeholders.

7. Create own brand to be known.

8. Be a proud organization for our human resources.

Message from Chairman

In 2014, overall Thai industry was growth 1.0%, a slight slowdown from that of 2013 with growth of 2.9%. International trade decreased from that of the same period last year due to decreasing imports and exports which is in line with a regress in domestic consumption and slight global economic recovery. Exports experienced slight decrease in value from that of the same period last year.

While the financial results of the company showed successful turnaround especially in its core business such as manufacturing for exports. This is a result of the company’s marketing and production strategy combined with increased all-round efficiency even though not all of efficiency goals were achieved.

Moreover, the company has given priority to social responsibility and anti-corruption issue. This resulted in policies and changes within the organization showing cooperation among directors, management and employees’ willingness to bring the company to its goal as reflected in acceptance from local communities, decreased waste and efficient production processes. All of these are evidence that we are ready to grow sustainably.

 For 2015, the company will focus on cost reduction, efficiency improvement, effectiveness in operation, change of strategy to meeting constant changes, retain existing customers and expand business to new profitable segment, retain and develop human resources and focus on maximizing return to shareholders.

On behalf of the board of Directors, I would like to take this opportunity to thank our shareholders, customers, business alliances and all stakeholders who continuously support including management and employees of all levels who devote themselves in all business operations. Please rest assured that the company will thrive for sustainable growth.

–

Pol.Gen.Dato’Prung Boonpadung

Chairman of the Board

The Board of Executive Committee

The Board of Executive Committee is comprised of 5 people as name follows:

–

Mr. Aree Poomsanoh

Chairman of Executive Committee

Mr. Taweesak Wangkorkiat 

Excutive Committee

Mr. Theera Poomsanoh 

Excutive Committee

Mrs. Chankapaw Dissakul 

Excutive Committee

Mr. Sawai Chatchairungruang

Excutive Committee

Scope of Authority and Duty of the Board of Executive Committee

1. To manage the company honestly in accordance with laws, objectives, obligations, resolutions of Shareholder Meeting and resolutions of the Board of Directors Meeting and to take precaution to protect the company benefits.
2. To determine organization structure, authorization lines and to ensure its coverage of details in terms of selection, training, employment, reshuffle and dismissal of company personnel.
3. To plan and to determine the business plan, business strategies and annual budget and then to propose to the Board of Directors for approval. Also, to consider and to approve the allocation of annual budget, to amend, adjust, or increase annual expense budget in case of urgent needs and then to present to the Board of Directors accordingly.
4. To audit and monitor the company business operation, policy, and administrative guidance in a manner that is compatible to business situation.
5. To audit and to monitor in order to ensure that the company is operated in accordance with the approved business plans.
6. To consider company large-scaled investment project and have it presented to the Board of Directors for approval.
7. To authorize and to approve the following financial implementations.
   1. The Board of Executive Committee is entitled to approve unlimited financial amount in case that such implementation is stated in the business plan or annual budget.
   2. If not stated in documents mentioned in (1), the Board of Executive Committee is entitled to approve an amount not exceeding 150 million Baht. Such approval shall include the approval on the expense occurred from general operations. Investment on permanent property, loan, acquisition of credit including provision of guarantee, etc. and acknowledge the Board of Directors.

8. To implement other tasks as periodically instructed by the Board of Directors.

The Audit Committee

 The Audit Committee is comprised of 3 people as name follows: 

–

Pol.Gen.Dato’Prung Boonpadung

Independent Director and the Chairman of Audit committee

Mr.Songphol Annanon

Independent Director and Audit Committee

Mr.Nadith Rodphet 

Independent Director and Audit Committee

The audit committee number 1 has adequate expertise and experience to review creditability of the financial reports.

Audit Committee Secretary: Ms.Wanphen Khaosuwan.

Independent Director / Audit Committee Qualification

Audit committee consists of at least three independent committees who are on 2 year term of designation. The company has recruitment policy for audit committee who qualifications shall meet the followings;

1. Holding not exceeding 1% shares of paid-up capital amount of the company and its affiliates, joint-ventures, or related companies (inclusive of a number of shares hold by those concerned persons)
2. Neither participation in top management of the company and its affiliates, joint-ventures, related companies or major shareholders, nor being salary employee, staff or consultant of company and its affiliates, joint-ventures, related companies or major shareholders.
3. Neither partaking in the interest nor beings stakeholder directly and indirectly in relation to finance and administration of the company and its affiliates, joint-ventures, related companies or major shareholders, and must not participate in such interest and stakes within two years prior to being appointed as audit committee, unless the Board of Director, under deliberate discretion, assumes that such conduct shall not affect the performance and independent comment by the audit committee.
4. Not being a next of kin or relative of the executives or company’s major shareholders
5. Not being appointed as fiduciary proxy for the directors, major shareholders, or shareholders who are associated with major shareholder.
6. Independently perform duty and express the opinion or report the Performance assigned by the Directors, and not being subjected to the executives or major shareholders or shareholder’s relatives.
7. Not be or have not been auditor of the company, sub-company, co-company and major shareholder.
8. Not be or have not been any vocational service provider inclusive of consultant on law or financial which earn more than 2 MB per year.
9. Not engage in the same type of business and being a significant competitor for the company/sub-company

Scope of Authority and Duty of the Board of Audit Committee 

• To ensure that the company disclose its accurately and adequately Financial Statements to public by co-operating with the Auditor and Director who is in charge with preparing a financial report quarterly and annually. The Audit Committee may suggest the Auditor to examine or investigate any matters are considered necessary and important during the auditing period. 
• To review the company’s internal control system and internal audit system to ensure that they are suitable and efficient , to attend a non- management meeting with an auditor  at least once a year , to determine  an internal  audit unit’s independence, as well as to approve  the appointment, transfer and  dismissal of the chief  of an internal audit unit or any other unit in charge of an internal audit ; 
• To review the Company’s compliance with the law on securities and exchange , the Exchange’s regulation, and the laws relating  to the Company’s business; 
• To consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration by taking into consideration the creditability, personnel sufficiency, work volume of auditing firm as well as experience of the personnel to be appointed as company’s auditor.  
• To review and ensure if the connected transactions or the transactions that may lead to conflicts of interests are in compliance with the laws and the Exchange’s regulations, reasonable and created highest benefit to the Company; 
• To prepare, and to disclose an Audit Committee‘s Report in the Company’s Annual Report which must be signed by the Audit Committee’s Chairman. The Report must consist of :
  
  • an opinion on the accuracy, completeness and creditability of the Company’s  Financial  Report,
  • an opinion on the adequacy of the Company’s internal control system ,
  • an opinion on the suitability for an Auditor and reasons to believe that the company’s  Auditor is appropriate to be re-appointed for another term.
  • an opinion on the compliance with the law on Securities  and Exchange, the Exchange’s regulations, or the laws relating to the company’s business,
  • an opinion on the transactions  that may lead  to conflict  of interests,
  • the number of the Audit Committee  Meetings and the attendance of such meetings  by each  committee member,
  • an opinion or overview  comment was received by  the Audit Committee  from its performance  of duties  in accordance with the charter, and
  • other transactions which, according to the audit committee’s opinion, should  inform  to the shareholders and  general investors, subject to the scope of duties and responsibilities  assigned by the Company’s Board of Directors.
• To conduct other tasks as instructed by the Board of Directors where as agreed by the Audit Committee, i.e. to make revisions on financial policies and risk management, make revisions on compliance with business ethics, make co-revisions with company directors on important    issues which need to be disclosed to public stated by laws, for instance, report and analysis of management team. 

The Company’s Secretary

 The Board of Director had appointed Miss.Wanphen Khaosuwan, Bachelor of Accounting  from the Bangkok University, to be the Company’s Secretary which has duties as follows.

Scope of Duty of Company Secretary 

• Advice Directors regarding laws, rules and regulations related.
• Ensure the company follows the laws, rules and company’s regulations related to good corporate governance.
• Set up meetings as required by rules and regulations, prepare and keep Directors’ Record, Invitation Letter for Board of Director Meeting, Minutes of Board Meeting and Annual Report together with Invitation for the Annual General Meeting of Shareholders and the Minute of AGM in fully secure and effective.
• Disclose information and news to SEC and/or SET as required by law and regulations.
• Contact and communicate with the shareholders, SET and SEC
• Support and being an assistant to the new Directors in order to find and provide necessary information and courses that could be value added to director jobs
• Other tasks as requested by the Board of Directors.

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