2014
Annual Report
Merging Innovative Technology with Environmental Sustainability
Amata Corporation Public Company Limited
Every business needs a home. If you are looking for a place to locate your business in Thailand, Vietnam or other parts of Asia, Amata provides the answer. We are world’s leading industrial city developer and operator. We strive to make each of our locations an ideal home for investors with a full range of business options, support services and lifestyle attractions.
Vision:
World’s Leading Industrial City Developer.
Mission:
To Provide Reliable, Sustainable and State-of-the-Art Business Estates
Contents Performance at a Glance 003 Amata Consolidated Results 2010-2014 004 Chairman’s Message 005 Board of Directors 008 Directors’ Biographies 010
Shareholding Structure 017 Policy and Company Overview 019 Scope of Business 022 Risk Factors 036 Other Information 040
Reference 049 Major Shareholders 050 Report of Changes in Securities Holdings of Directors and Top Executives under the definition of SEC 051
Dividend Policy 054 Management Structure 055 Amata and Corporate Covernance policies 059 Corporate Social Responsibility 079 Internal Control and Risk Management 080 Related Party Transactions 081
Key Financial Ratio 082 Management Discussion and Analysis for year 2014 084 Report of the Audit Committee 089 Report on the Board of Directors’ Responsibilities 092 Independent Auditor’s Report 093 Financial Statements 095
Executives’ Biographies 145 Executives’ Biographies (Subsidiaries) 150 List of Company’s Directors and Executives and Position Holding in Company Subsidiary Associate and Other Company 152 Directors in Amata Subsidiaries 154
054 Dividend Policy
059 Amata and Corporate Governance Policies
080 Internal Control and Risk Management
Amata “5s” Value Proposition
Stategic Location & Infarsturcture Strategic locations on Thailand’s Eastern Seaboard and in Vietnam Highest Quality infrastructure and utlilities to support manufacturing
Strong Service Mindset Pursuit of “Perfection” in sevice excellence for Amata sharholders, clients and partners
Superb Management Team Superb and experienced Board of Director and Management Team
Sound Financial Status Positive financials and healthy revenue, profit and pipeline Adhere to stringent financial guidelines by SET
Successful Partnerships
Good track record of successful partnerships with anchor clients and partners in Asia
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PERFORMANCE AT A GLANCE
2014
PERFORMANCE Financial summary: Amata Corporation PCL. and its subsidiary companies
2014
2013
2012 2011* 2010*
7,630.09 7,394.80 3,827.37
7,506.08 7,164.25 3,436.79
6,089.97 5,612.91 2,817.60
3,923.54 3,647.94 1,759.62
3,178.49 3,046.32 1,409.57
2,223.97
1,515.58
1,501.21
900.51
695.91
22,136.79 9,921.72 12,215.07
22,203.24 12,011.74 10,191.50
21,014.09 12,107.87 8,906.22
17,823.19 10,360.55 7,462.64
14,380.61 8,270.89 6,109.72
Income statement (million baht) Total revenue Income from sales Gross profit Net profit (Before other comprehensive income to equity holders of the company) Statement of financial position (million baht) Total assets Total liabilities Total shareholders’ equity
Earning per share and Dividend payout (Ordinary shares of Baht 1 each) Earning per share (baht) Dividend payout (million baht)
2.08 480.13
1.42 586.82
1.41 693.43
0.84 160.05
0.65 266.73
29.15 24.13 10.03 0.81
20.19 19.31 7.01 1.18
24.65 21.79 7.73 1.36
22.95 15.20 5.59 1.39
21.89 12.70 5.01 1.35
Selected ratios (%) Net profit margin (%) Return on equity (%) Return on total assets (%) Debt to equity ratio
• Different accounting policy as described in the note 3.1 to the consolidated financial statements for the year ended 31 December 2013
Amata Corporation Public Company Limited
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004
Annual Report 2014
AMATA CONSOLIDATED RESULTS 2010 - 2014
Business Performance of Amata Corporation PCL. and its subsidiary companies
2014
2013
2012
2011
2010
Size of land under sale agreements executed during the year (Rai) Amata Nakorn 7 354 Amata City 157 655 Thai Chinese 165 119 Amata Vietnam 42 76
1,018 1,829 488 9
599 967 108
437 858 100
3,344
1,674
1,395
371
900.51
695.91 2010
2011
2013
2012 1.36
1.39
1.35
2012
2011
2010
1.18
0.81
(million baht)
1,501.21
2,223.97 1,515.58 2014
Net Profit
(Before other comprehensive income to equity holders of the company)
2013
2014
266.73 2010
2011 160.05
2012
2013
Dividend Payout
CHANGE FOR BETTER TOMORROW
1,204
1,409.57 2010
1,759.62
2,817.60 2011
2013
2012 693.43
586.82
480.13
per share (baht)
2014
0.84 2011
0.65
2012
2014
Gross Profit
2010
1.41
2013
2.08
1.42
Total revenue
Earning
3,436.79
3,827.37 2014
3,178.49
3,923.54 2011
2012
2010
2013
6,089.97
7,630.09
7,506.08
2014
Grand total
Debt to equity (ratio)
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005
CHAIRMAN’S MESSAGE
To Shareholder The year 2014 was a most successful year as we achieved record profits for our Company from the transfer of ownership on many plots of land at our Amata Nakorn Industrial Estate to our esteemed customers. In addition, the businesses that are related to the Estate as well as businesses that generate recurring income such as rental and utility charges have also continued to grow continuously.
Amata Corporation Public Company Limited
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006
We have been operating in accordance with the guidelines for “environmentally friendly and sustainable development” designed to help Thailand’s economic and social growth. Evidence of our success in this regard is demonstrated by the fact that our company being declared an “Eco-champion” for 2014 by the Thai government for its work on creating and applying the concept of “Eco-industrial estate” to its Amata Nakorn and Amata City estates. In addition we also received an “EIA Monitoring Awards 2014” from the Office of Natural Resources and Environmental Policy for the exemplary performance in reporting, assessing and managing the environmental impact of our Amata Nakorn estate. Although we have received these awards, Amata will not be content with resting on its laurels. We will continue to operate our various enterprises with awareness of our environmental and social responsibilities to the communities surrounding us and to Thailand as a whole. Achieving these objectives will not always easy, but we are confident we will be a sustainably successful organization that continues to carry out its corporate social responsibilities. On this occasion, I would like to thank all shareholders, investors, customers, stakeholders and business partners for your continued support and cooperation. I also would like to express my gratitude to Amata’s management and employees for the work, support and dedication they gave to our company.
(Mr. Chackchai Panichapat)
Merging Innovative Technology with Environmental Sustainability
Annual Report 2014
Amata DNA
Amata is a people-centric organisation and believes in grooming talent to contribute to our company’s vision
DRIVE - The 5 Key characteristics employees should have: D DEPENDABLE R RESPONSIVE I INNOVATIVE V VISIONARY E EFFICIENT
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Annual Report 2014
BOARD OF DIRECTORS
Mr. Vikrom Kromadit
Mr. Chackchai Panichapat
Mr. Vatana Supornpaibul
Mr. Viboon Kromadit
Merging Innovative Technology with Environmental Sustainability
BOARD OF DIRECTORS
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Mr. Noppun Muangkote
Mr. Anucha Sihanatkathakul
Associate Professor Dr. Somchet Thinaphong
Amata Corporation Public Company Limited
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Annual Report 2014
Directors’ Biographies
Mr. Chackchai Panichapat
Type of director • Executive Director • Authorized director who can sign to bind the company as specified in Affidavit Positions in the Company • Acting Chairman • Executive Director Director Appointment Date • July 23, 2003 Age • 76 Education • B.E. (Electrical Engineering), Chulalongkorn University • M.E. (Electrical Engineering), University of Texas, Austin, U.S.A. • Certificate, National Defense College Director training program • Director Accreditation Program (DAP) year 2003 • Finance for Non-Finance Director (FN) year 2005 • Director Certification Program (DCP) year 2006 • Role of Compensation Committee (RCC) year 2007 • Audit Committee Program (ACP) year 2009 Past Experience • Deputy Secretary General of the Board of Investment Present Positions in other listed companies • Independent Director, Audit Committee Member and Chairman of the Nomination and Remuneration Committee, Central Pattana Pcl.
Merging Innovative Technology with Environmental Sustainability
• Independent Director, Chairman of the Audit Committee and Nomination and Remuneration Committee Member, City Sports and Recreation Pcl. • Independent Director, Chairman of the Audit Committee and Nomination and Remuneration Committee Member, Kang Yong Electric Pcl. Positions in non- listed companies • Chairman, Magnecomp Precision Technology Pcl. • Chairman, Amata Water Co., Ltd. • Chairman, D-Jig Co., Ltd. • Vice Chairman, Amata City Co., Ltd. • Director, Amata Asia Ltd. • Director, San Miguel Beer (Thailand) Co., Ltd. • Director, San Miguel Marketing (Thailand) Co., Ltd. • Director, Thai San Miguel Liquor Co., Ltd. Positions in rival companies/related companies • None Meeting attendance in 2014 • Board of Directors Meeting, 5 of 5 Meetings • Shareholder Meeting, 1 of 1 Meeting No. of years on the board • 11 years 6 months Amata shareholding • None Others information • No legal dispute over the past 5 years • No conflict of interest transaction with the company in past years
Directors’ Biographies
Mr. Vikrom Kromadit
Page
Type of director • Executive as Director of the Board • Authorized director who can sign to bind the company as specified in Affidavit Positions in the Company • Director • Chairman of Executive Board • Chief Executive Officer Director Appointment Date • March 6, 1990 Age • 62 Education • B.E. (Mechanical Engineering), National Taiwan University, Taipei, Taiwan Director training program • None Experience • Managing Director of V&K Corp. Co.Ltd. • President of Kromadit Co., Ltd, • Vice President of BIP Engineering PCL. • Chairman of the Board of Directors of Amata (Vietnam) Co., Ltd. • Director of Amata Power Ltd.
011
Positions in other listed companies • None Positions in non- listed companies • President of Amata Holding Co., Ltd. • Chairman of Amata VN PCl. • Director of Amata Development Co., Ltd. • Director of Amata Mansion Services Co. ,Ltd. • Director of Amata City Co., Ltd. . • Chairman of Amata Foundation Positions in rival companies/ related companies • None Meeting attendance in 2014 • Board of Directors Meeting, 5 of 5 Meeting • Shareholder Meeting, 1 of 1 Meeting No. of years on the board • 24 years 10 months Company shareholding • 215,700,000 (20.22%) Others information • No legal dispute over the past 5 years • No conflict of interest transaction with the company in past years
Amata Corporation Public Company Limited
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Mr. Vatana Supornpaibul
Annual Report 2014
Type of director • Executive Director • Authorized director who can sign to bind the company as specified in Affidavit Positions in the Company • Director • Executive Director Director Appointment Date • February 17, 2012 Age • 75 Education • B.E. (Electrical Engineering) (2nd class hons.), Chulalongkorn University • B.E. (Industrial Engineering), Chulalongkorn University • B.Econs. (1st class hons.), Sukhothai Thammatirat University • M.S.E.E. (Master of Science in Electrical Engineering), University of Texas, Austin, U.S.A. • M.M. (Master of Management), Sasin Graduate Institute of Business Administration, Chulalongkorn University • Certificate, National Defense College
Merging Innovative Technology with Environmental Sustainability
Director training program • Director Accreditation Program (DAP) year 2549 • Finance for Non-Finance Director (FN) year 2549 • Director Certificate Program (DCP) year 2550 • Audit Committee Program (ACP) year 2550 Past Experience • Deputy General Manager, State Railway of Thailand Present Positions in other listed companies • None Positions in non- listed companies • Amata B. Grimm Power 4 Ltd. • Amata B. Grimm Power 5 Ltd. Positions in rival companies/related companies • None Meeting attendance in 2014 • Board of Directors Meeting, 5 of 5 Meetings • Shareholder Meeting 1 of 1 Meeting No. of years on the board • 2 year 10 months Amata shareholding • None Others information • No legal dispute over the past 5 years • No conflict of interest transaction with the company in past years
Directors’ Biographies
Mr. Viboon Kromadit
Page
Type of director • Executive as Director of the Board • Authorized director who can sign to bind the company as specified in Affidavit Positions in the Company • Director • Executive Director • Chief Marketing Officer • Acting Chief Operating Officer Director Appointment Date • April 28, 2006 Age • 54 Education • Bachelor Degree in Business Administration, Assumption University • Master of Arts (Public Affairs) Thammasart University Director training program • Director Accreditation Program (DAP), Year 2004 • Director Certification Program (DCP), Year 2007 Experience • The Thai Amateur Swimming Association • The Asian Amateur Swimming Federation • Director of Duplan International Co., Ltd. • Director and Advisor to the Chairman of TLCA.
013
• Chairman of EDP.1 • “Thailand Top 100 HR Award 2009” from Thammasart University Positions in other listed companies • None Positions in non- listed companies • Director of Amata City Co., Ltd. • Director of Amata Water Co., Ltd. • Director of Amata Facility Services Co., Ltd. • Director of Amata Summit Ready Built Co., Ltd. • Director of Thai-Chinese Industrial Realty Development Co., Ltd. • Director of Amata Asia Ltd. Positions in rival companies/related companies • None Meeting attendance in 2014 • Board of Director Meeting, 5 of 5 Meeting • Shareholder Meeting, 1 of 1 Meeting No. of years on the board • 8 years 9 months Company shareholding • 300,000 (0.03%) under his wife name Others information • No legal dispute over the past 5 years • No conflict of interest transaction with the company in past years
Amata Corporation Public Company Limited
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Mr. Anucha Sihanatkathakul
Annual Report 2014
Type of director • Independent Director • Authorized director who can sign to bind the company as specified in Affidavit Positions in the Company • Director • Chairman of the Audit Committee • Member of Nomination and Remuneration Committee Director Appointment Date • April 27, 2007 Age • 56 Education • B.A. (Accounting & Management), Houston Baptist University, U.S.A. • M.B.A. (Finance) University of Houston, U.S.A. Director training program • Director Certification Program (DCP), Year 2000 • Fellow Member, Year 2001 • Director Compensation, Year 2003 • Non-Executive Director, Year 2004 • Board Failure and How to Fix it, Year 2004 • CEO Performance Evaluation, Year 2004 • Raising the Awareness of Corporate Fraud in Thailand, Year 2005 Experience • Director and Executive Vice Chairman, Syrus Securities Pcl. • Director, PTTEP Exploration and Production Pcl. • Specialist, The Committee on Finance, Banking and Financial Institutions, The Senate • Advisor, Sub Committee on Banking and Financial Institutions, The Senate • Director, Thai Oil Power Co., Ltd. • Director, Nava Leasing Pcl. • Director, The Mall Nakornrajchasrima Co.,Ltd. Positions in other listed companies • Director and Executive Chairman, Focus Development and Construction Pcl.
Merging Innovative Technology with Environmental Sustainability
Positions in non-listed companies • Director, Amata B. Grimm Power Ltd. • Director, Amata B. Grimm Power 1 Ltd. • Director, Amata B. Grimm Power 2 Ltd. • Director, Amata B. Grimm Power 4 Ltd. • Director, Amata B. Grimm Power 5 Ltd. • Director, Amata Power (Rayong) Ltd. • Director, Amata B. Grimm Power (Rayong) 1 Ltd. • Director, Amata B. Grimm Power (Rayong) 2 Ltd. • Director, Amata Water Co., Ltd. • Director, Amata (Vietnam) Joint Stock Company • Director, Amata Asia Ltd. • Director, Amata Summit Ready Built Co,Ltd. • Director, Data In Motion Co., Ltd. • Director, Data Technology Co., Ltd. • Director, Moon Dance Development Co., Ltd. • Director, Moon Dance Bistro Co., Ltd. • Director, Capital Focus Co., Ltd. • Director, Focus Environmental Co., Ltd. • Director, 888 Property Co., Ltd. • Director, Rai Arthit Co.,Ltd. Positions in rival companies/related companies • None Meeting attendance in 2014 • Board of Directors Meeting, 5 of 5 Meetings • Audit Committee Meeting, 5 of 5 Meetings • Nomination and Remuneration Committee Meeting, 3 of 3 Meeting • Shareholder Meeting 1 of 1 Meeting No. of years on the board • 7 years 9 months Company shareholding • 8,034,000 shares (0.75%) Other information • No legal dispute which does not comply with the qualification of the director for listed company over the past 5 years • No conflict of interest transaction with the company in past years
Directors’ Biographies
Mr. Noppun Muangkote
Page
Type of director • Independent Director • Authorized director who can sign to bind the company as specified in Affidavit Positions in the Company • Director • Member of the Audit Committee • Chairman of the Nomination and Remuneration Committee Director Appointment Date • July 26, 2001 Age • 66 Education • Diploma, Springfield Township High School, Phila., Pa. (American Field Service Scholarship) 1966-1967 • LL.B (Hons.) Thammasat University 1967-1971 • Certificate, Thai Barrister at Law Association 1972 • LL.M Corporations, New York University 1975-1977 (Fulbright and Asia Foundation Scholarships) Director training program • Director Accreditation Program (DAP), 43/2005 Experience • Chief of Legal Department, ITF Finance & Securities, 1972-1975 • Lawyer, Chandler & Thong-ek Law Offices, 1977-1981
015
Positions in other listed companies • Independent Director and Chairman of the Audit Committee, AEON Thana Sinsap(Thailand) Public Company Limited Positions in non-listed companies • Independent Director, AEON (Thailand) Co., Ltd. (formerly”Siam-Jusco Co., Ltd.”) • Vice Chairman Sahakol Equipment Co., Ltd. and Sahakol Engineer Co., Ltd. • Independent Director and Chairman of Audit Committee of Charoensin Property Co., Ltd. • Director, PF Controls Group Co., Ltd. • Owner, International Business Lawyers, 1981-present Positions in rival companies/related companies • None Meeting attendance in 2014 • Board of Directors Meeting, 5 of 5 Meetings • Audit Committee Meeting, 5 of 5 Meetings • Nomination and Remuneration Committee Meeting, 3 of 3 Meeting • Shareholder Meeting, 1 of 1 Meeting No. of years on the board • 13 years 6 months Company shareholding • None Other information • No legal dispute over the past 5 years • No conflict of interest transaction with the company in the past years
Amata Corporation Public Company Limited
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Associate Professor Dr. Somchet Thinaphong
Annual Report 2014
Type of director • Independent Director • Authorized director who can sign to bind the company as specified in Affidavit Positions in the Company • Director • Member of the Audit Committee • Member of the Nomination and Remuneration Committee Director Appointment Date • December 28, 1999 Age • 66 Education • Doctor of Engineering (D. Eng.) 1980 ; Asian Institute of Technology (AIT) (King’s Scholarship (Thailand)) • Master of Engineering (M. Eng.) 1973 ; Asian Institute of Technology (AIT) (British Government Scholarship) • Bachelor of Engineering (B. Eng.) 1971 ; University of Tasmania (Australia) (Colombo Plan Scholarship) Experience • 9 years as the Governor of Industrial Estate Authority of Thailand (IEAT) • 3 years as the President of New Bangkok International Airport (NBIA)
Merging Innovative Technology with Environmental Sustainability
Positions in other listed companies • Director, Preecha Group Public Co.,Ltd. Positions in non-listed companies • Chairman, Board of Directors, Geo-Informatics and Space Technology Development Agency (Public Organization) • GISTDA • Chairman, National Innovation Board, National Innovation Agency (Public Organization) – NIA • Acting Director, National Innovation Agency (Public Organization) – NIA Positions in rival companies/ related companies • None Meeting attendance in 2014 • Board of Directors Meeting, 5 of 5 Meetings • Audit Committee Meeting, 5 of 5 Meetings • Nomination and Remuneration Committee Meeting, 3 of 3 Meeting • Shareholder Meeting, 1 of 1 Meeting No. of years on the board • 15 years Company shareholding • None Others information • No legal dispute over the past 5 years • No conflict of interest transaction with the company in past years
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Shareholding Structure
8%
Amata B.Grimm Power (Rayong)1 Ltd. Sep. 9, 1996
Amata City Co., Ltd.
83.67%
017
8%
June 5, 1995
Amata B.Grimm Power (Rayong) 2 Ltd. Jan. 12, 2010
30%
Thai - Chinese Rayong Industrial Realty Development Co., Ltd. Mar. 20, 2012
Thai - Chinese Rayong Industrial Realty
21%
Development Co., Ltd. Mar. 20, 2012 13.77%
Amata B.Grimm Power Ltd.
10%
62%
Amata B.Grimm Power 3 Ltd.
62%
Amata B.Grimm Power 4 Ltd.
20.115%
Amata B.Grimm Power 5 Ltd. Amata Water Co., Ltd.
50%
50% 0.0003%
Mar. 5, 1999 20%
Amata Facility Services Co., Ltd.
25%
Amata Development Co., Ltd.
29.10%
Industrial Estate Service
Amata Simmit Ready Build Co.,Ltd.
21%
Aug. 26, 2010
Amata (Vietnam) JSC.
Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd. Apr. 11, 2013
Amata Mansion Service Co., Ltd.
100% Amata Summit Reit Management Co., Ltd.
Apr. 1, 2014
Dec, 15, 2004
Utility
Amata B.Grimm Power 5 Ltd.
Nov. 15, 1991
June 15, 1990 49%
Aug. 26, 2010
Amata Natural Gas Distribution Co., Ltd.
Nov. 29, 2002 43.49%
Amata B.Grimm Power 4 Ltd.
Dec. 31, 1994
Nov. 27, 2001 91%
Amata B.Grimm Power (Rayong) 2 Ltd. Jan. 12, 2010
Aug. 26, 2010 100%
Amata B.Grimm Power (Rayong)1 Ltd. Sep. 9, 1996
Aug. 26, 2010
Amata Corporation PCL. March 6, 1989
Amata B.Grimm Power 3 Ltd. Jan. 12, 2010
Mar. 2, 1995 Jan. 12, 2010 20.115%
60%
Vantec Amata Logistics (Thailand) Co., Ltd. Dec. 27, 2004
4.25%
Vibharam (Amata Nakorn) Hospital Co., Ltd. Sep. 27, 2005
Other 100%
Amata Asia Ltd.
44.04%
May 28, 2008 44.29%
100%
Amata VN PCL.
Amata VN PCL. Aug. 30, 2012
69.9997%
Amata (Vietnam) JSC.
Aug. 30, 2012
Dec. 31, 1994
Amata Global Pte. Ltd.
Amata Power (Bien Hoa) Co., Ltd.
Nov. 14, 2013
10%
Jun. 29, 1996
Amata Corporation Public Company Limited
The Confidence Amata is “home� for more than 1,000 leading & aspiring global companies and create win-win partnerships where innovation can foster.
Toyota, BMW, Sony, Bridgestone, Mitsubishi, Colgate-Palmolive, Kao, Daikin, Pepsi-Cola, Sumitomo Rubber & Yokohama Tire
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Policy and Company Overview
The vision of Amata Corporation PCL is to be “World’s leading industrial city developer”. In accordance with this vision, Amata Corporation PCL, its subsidiaries and associates invest in industrial estates and the enterprises supporting the operation of the estates. Amata Corporation PCL was previously named as Bangpakong Industrial Park 2 PCL. and was set up on March 6 , 1989 to operate real estate business by developing and selling industrial land to industrial operators. At the start, the company had its registered capitals of THB 120 million (one hundred twenty million baht) and present registered capital is 1,067,000,000 baht (one thousand sixty seven million baht). The company also set up as Bangpakong Industrial Estate which its name changed to Amata Nakorn Industrial Estate on February 25 , 1998. Amata Nakorn Industrial Estate falls under Investment Promotion Zone 2 which is a joint partnership between private sector and Industrial Estate Authority of Thailand. Amata Nakorn Industrial Estate covers the area of 23,400 rais located at Km. 57 Bangna- Trad highway in Muang and Phanthong districts, of Chonburi Province. The company specializes in planning, developing, managing, and marketing integrated industrial estates. The company strives not only to provide a location for businesses, but to create integrated cities with a range of services designed to support its client companies and the people who work for them. This means there is an international standard road system, reliable utilities and waste disposal facilities, well-maintained green areas. Significant Developments in 2014 1) In 2014, there was no significant change in the company share holding structure; hence the Kromadit family still holds majority of the company’s shares. 2) At the meeting No. 1/2014, dated January 16, 2014, the Board of Directors approved the establishment of Amata Summit Reit Management Co., Ltd.( the REIT Manager) in which Amata Summit Ready Built Co., Ltd. holds 99.997% of 10 million Baht registered capital. 3) Mr. Keita Ishii has resigned from being the Vice Chairman of Amata Corporation PCL since March 31, 2014. 4) Dr. Wissanu Krea-ngam has resigned from being the Chairman of Amata Corporation PCL since August 29, 2014.
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5) The Board of Directors at meeting No. 5/2014, dated November 12, 2014, approved the appointment of Mr. Chackchai Panichapat as the Acting Chairman of the Board of Directors, effective from November 12, 2014 onwards. 6) According to the regulation of the Stock Exchange of Thailand on “Listing of Ordinary Shares or Preferred Shares as Listed Securities, 2001” states that the shares of a listed company shall be held by minority shareholders in a number no less than 1,000 persons and such shareholders shall hold shares in aggregate of no less than 25 percent of the paid-up capital of the listed company.
The Extraordinary General Meeting of Shareholders of Amata VN PCL (a subsidiary company) No. 1/2014, dated December 2 , 2014, resolved to amend the registered capital to Baht 467,500,000 by increasing the registered capital by Baht 83,185,000 through allocating 166,370,000 new shares at par value of Baht 0.50 per share, for initial public offering
Business Overview of Subsidiaries and Associate Companies The focus of Amata Corporation PCL on industrial estate development and other businesses related to industrial park operation can be segmented as follows:
Industrial Estate Businesses The company has set up three major subsidiary companies to aid in the operation of its industrial estate business. 1) Amata City Co., Ltd. of which the company holds 83.67% of the shares operates Amata’s second industrial estate in Thailand (Amata City Industrial Estate, Thailand). This industrial estate covers 14,300 rais and is located at highway 331 Mab Yang Porn sub-district, Phuak Daeng district in Rayong Province. It falls under Investment Promotion Zone 3. 2) The company has set up a joint venture with Vietnamese government to operate an industrial park known as the Amata (Vietnam) Joint Stock Company in which it holds a 61.83% interest. The joint venture operates over an area of 4,375 rai under the name “Amata City (Bien Hoa)” and is located near the intersection of national highways No. 1 and 15, Long Binh sub-district, Bien Hoa district, Dong Nai province in Vietnam. 3) Thai-Chinese Rayong Industrial Realty Development Co., Ltd., of which Amata Corp directly and indirectly holds a 46.10% interest, operates a ‘mini’ industrial park located within the Amata City Industrial Estate, Thailand. The development consists of 1,000 rais of land and sells land and leases ready-built factories for investors from mainland of China.
Utilities Group
Amata Corporation PCL has set up 8 companies to operate utility businesses as follows: 1) Amata B. Grimm Power Ltd. (changed from Amata Power Ltd. on August 26, 2011) in which the company holds a 13.77% interest. The company operates a power business that sells electricity and steam both in Thailand and overseas. 2) Amata Water Co., Ltd., (name changed from Amata Quality Water Co., Ltd., on November 21, 2005) produces water products for industrial users. Amata Corp holds a 100% stake in this company. 3) Amata Natural Gas Distribution Co., Ltd., distributes natural gas to industrial users. Amata holds a 20% stake in this company.
Merging Innovative Technology with Environmental Sustainability
Policy and Company Overview
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4) Amata B. Grimm Power (Rayong) 1 Ltd. produces electricity and steam; Amata indirectly holds a 15.23% stake in this company. 5) Amata B. Grimm Power (Rayong) 2 Ltd. produces electricity and steam; Amata indirectly holds a 15.23% stake in this company. 6) Amata B. Grimm Power 3 Ltd. produces electricity and steam; Amata directly and indirectly holds an 18.26% stake in this company 7) Amata B. Grimm Power 4 Ltd. produces electricity and steam; Amata directly and indirectly holds a 27% stake in this company. 8) Amata B. Grimm Power 5 Ltd. produces electricity and steam; Amata directly and indirectly holds a 27% stake in this company.
Service Business Group The company has set up seven companies to operate residential property and to provide service to clients in its industrial estates. No. 1
Company Name
Shareholder
%
Location
Amata Corporation PCL
43.49
Amata Nakorn
Amata Development Co., Ltd.
29.10
Amata Nakorn
3
Amata Development Co., Ltd. (name changed from BIP Development Co., Ltd.) Amata Mansion Service Co., Ltd. (name changed from BIP Services Co., Ltd.) Amata Facility Services Co., Ltd.
Amata Corporation PCL
91.00
Amata Nakorn
4
Amata - Summit Ready Built Co., Ltd.
Amata Corporation PCL
49.00
Amata Nakron
5
Vantec Amata Logistics (Thailand) Co., Ltd. (name changed from VIA Logistics Co., Ltd.) Vibharam (Amata Nakorn) Hospital Co., Ltd.
Amata Corporation PCL
21.00
Amata Nakorn
Amata Corporation PCL
4.25
Amata Nakorn
Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd
Amata Facility Services Co., Ltd.
25.00
General Customer
2
6 7
Other Companies 1) Amata Asia Ltd., (changed from Amata Hong Kong Ltd., on January 28, 2013) is 100% owned by the company and is set up in Hong Kong as a holding company to focus on overseas investments. 2) Amata VN PCL in which Amata directly and indirectly holds an 88.33% interest is a holding company focusing on investment in Vietnam. 3) Amata Global Pte. Ltd. in which Amata holds 100% shares is set up as a holding company for investment in foreign countries. 4) Amata Summit Reit Management Co., Ltd. in which Amata Summit Ready Built Co., Ltd. holds 100% shares is set up as a REIT Manager
Amata Corporation Public Company Limited
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Annual Report 2014
Scope of Business
Revenues Structure (Before eliminated intercompany transactions) Business Segment
Operated by
Industrial Amata Corporation Public Estate Business Company Limited Amata City Co., Ltd. Amata (Vietnam) Joint Stock Company Amata Summit Ready Built Co., Ltd. Thai-Chinese Rayong Industrial Realty Development Co., Ltd. Total Utility Business Amata (Vietnam) Joint Stock Company Amata Water Co., Ltd. Amata Facility Services Co., Ltd. Amata B. Grimm Power Limited* Amata Natural Gas Distribution Co., Ltd.* Amata B. Grimm Power 3 Limited* Amata B. Grimm Power 4 Limited* Amata B. Grimm Power 5 Limited* Amata B. Grimm Power (Rayong) 1 Ltd.*
% of 2014 Shareholding Revenue
%
2013 Revenue
(Unit : Million Baht) 2012 % Revenue %
84%
3,483 1,947
41 23
2,259 2,531
28 32
1,945 2,087
32 35
62%
229
3
330
4
305
5
49%
-
-
18
-
-
-
46%
381 6,040
5 72
840 5,978
11 75
4,337
72
62% 100% 91% 14%
186 908 320 101
2 11 4 1
150 840 312 11
2 11 4 -
139 702 270 40
2 12 4 1
20% 18% 27% 27%
74 25 (6) (6)
1 1 -
87 21 (3) (2)
1 -
80 10 -
1 -
15%
16
-
(8)
-
-
-
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Business Segment
(Unit : Million Baht) 2012 % Revenue %
Operated by
% of 2014 Shareholding Revenue
Amata B. Grimm Power (Rayong) 2 Ltd.* Vantec Amata Logistics (Thailand) Co., Ltd.* Amata Power (Bien Hoa) Limited* Strategic Engineering and Advanced Logistics Services (Thailand) Co., Ltd.*
%
2013 Revenue
15%
24
-
(11)
-
-
-
21% 14%
(3) 2
-
(6) 9
-
(5) (5)
-
23%
(1)
-
1
-
-
-
1,640
20
1,401
18
1,231
20
97
1
92
1
82
1
62% 84%
182 24
2 -
159 25
2 -
123 24
2 1
49%
390
5
325
4
255
4
46%
22
-
8
-
-
-
Amata Facility Services Co., Ltd.. 91% 13 Total 728 8 609 7 Grand Total 8,408 100 7,988 100 *Revenue from profit sharing of investment in associated companies under equity method
484 6,052
Total Rental Business Amata Corporation Public Company Limited Amata (Vietnam) Joint Stock Company Amata City Co., Ltd. Amata Summit Ready Built Co., Ltd. Thai-Chinese Rayong Industrial Realty Development Co., Ltd.
8 100
Line of business :Amata’s main income comes from 2 main projects : 1. Development of industrial estates 2. Public Utilities Products
Development of Industrial Estates 1.1 Nature of Products
Amata Corporation Public Company Limited Amata Corporation is a developer of Amata Nakorn Industrial Estate under the joint management with the Industrial Estate of Thailand (IEAT). The Project is located at the 57th Km. of Bangna-Trad Highway, Amphur Muang, Chonburi Province
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Amata’s policy is to operate its industrial estate business by dividing the area into 4 categories based on purpose of use :-
1. General Industrial Zone for factory construction to produce goods for export and sell domestically. 2. Free Zone is a specially designated area defined by the Director-General of the Customs Department under the Customs Acts. The area in the “Free Zone” is treated as being outside of the country customs wise. The purpose of the zone is to facilitate industrial, commercial and other activities that are beneficial to the country’s economy, especially most suitable for export industries. 3. Commercial Zone is the area for commercial activities like banks, post office, hospital, petrol station and educational institution etc. 4. Common and utility system area is the area for construction of utility system and common area like road, water supply plant, water treatment plant, garbage treatment plant, reservoir, and green area etc. Now, the area is divided into different developing phases :• Phase 1-10 • New phase development Table showing details of progress of Amata Nakorn Industrial Estate – Amata Corporation PCL. Value Progress % as of Rai (Mil. Baht) Target customers December 31, 2014
General Industrial zone Land waiting for development Total
3,174.96
19,049.76
Thai & foreign
50-98 %
3,970.73
23,824.38
Thai & foreign
0%
7,145.69
42,874.14
Investment Promotion Certificates Amata Corporation PCL. has gotten the Investment Promotion, list of activities section 7.8 ; Real estate development for industrial use as following details; Investment Promotion No. 2020(2)/2550
Dated of Approval : September 12, 2007 Dated of Promotion : October 11, 2007 Duration of Promotion : June 2008 – June 2015 Duration of Tax Exemption : Seven years 1. Exemption of corporate income tax not more than 528.45 million baht (adjusted Rights and Benefits by capital excluding land and working capital) for seven years from the date of the first income derivation from promoted project. 2. Do not calculate dividend during promoted period. 3. Exemption of import duty on machinery
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Investment Promotion No. 2020(2)/2550
Dated of Approval : September 12, 2007 Dated of Promotion : October 11, 2007 Duration of Promotion : June 2008 – June 2015 Duration of Tax Exemption : Seven years Conditions 1. Registered investment capital not less than 1,067 million baht. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 750 Rai. The total land area of the project must not be less than 500 rai. Factory-designated area must not be less than 60 percent and not more than 75 percent of the total Investment Promotion No. 1983(2)/2554
Dated of Approval : June 28, 2011 Dated of Promotion : August 11, 2011 Duration of Promotion : November 2011 – November 2018 Duration of Tax Exemption : Seven years Rights and Benefits
Conditions
1. Exemption of corporate income tax not more than 668.00 million baht (adjusted by capital excluding land and working capital) for seven years from the date of the first income derivation from promoted project. 2. Do not calculate dividend during promoted period. 3. Exemption of import duty on machinery 1. Registered investment capital not less than 1,067 million baht. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 800 Rai. The total land area of the project must not be less than 500 rai. Factory-designated area must not be less than 60 percent and not more than 75 percent of the total Investment Promotion No. 1711(2)/2555
Dated of Approval : April 30, 2012 Dated of Promotion : June 12, 2012 Duration of Promotion : April 2012 – April 2019 Duration of Tax Exemption : Seven years Rights and Benefits 1. Exemption of corporate income tax not more than 184.14 million baht (adjusted by capital excluding land and working capital) for seven years from the date of the first income derivation from promoted project. 2. Do not calculate dividend during promoted period. 3. Exemption of import duty on machinery Conditions 1. Registered investment capital not less than 1,067 million baht. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 600 Rai. The total land area of the project must not be less than 500 rai. Factory-designated area must not be less than 60 percent and not more than 75 percent of the total Amata Corporation Public Company Limited
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Investment Promotion No. 2708(2)/2555
Dated of Approval : September 24, 2012 Dated of Promotion : November 15, 2012 Duration of Promotion : December 2012 – December 2019 Duration of Tax Exemption : Seven years Rights and Benefits 1. Exemption of corporate income tax not more than 199.98 million baht (adjusted by capital excluding land and working capital) for seven years from the date of the first income derivation from promoted project. 2. Do not calculate dividend during promoted period. 3. Exemption of import duty on machinery Conditions 1. Registered investment capital not less than 1,067 million baht. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 800 Rai. The total land area of the project must not be less than 500 rai. Factory-designated area must not be less than 60 percent and not more than 75 percent of the total Amata City Company Limited Amata City Company Limited has been engaged in an industrial estate business under the name of “Amata City Industrial Estate” The project area is divided into : general industrial zone and free zone in Rayong Province and the commercial zone in Chonburi Province. Amata City has the policy to develop land with complete infrastructure and utility supply and services. The developing of the project area will be done in a large scale area in order to maximize the cost. Amata City is located at Km 94th, Chachoensao – Rayong Road, (Highway 331), Tambol Bowin, Amphur Sriracha, Chonburi Province and Tambol Mapyangporn, Rayong Province. Table showing details of progress of Amata City Industrial Estate- Amata City Co.,Ltd.
General Industrial zone
Rai
Value (Mil. Baht)
Target customers
Progress % as of December 31, 2014
1,552.83
3,105.66
Thai & foreign
39-97%
Thai & foreign
0%
Land waiting for development
1,945.27
3,890.54
Total
3,498.10
6,996.20
Investment Promotion Cerificates Amata City Co.,Ltd. has gotten the Investment Promotion, list of activities section 7.8 ; Real estate development for industrial use as following details :-
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Investment Promotion No. 1082(2)/2551
Date of Approval : December 12, 2007 Dated of Promotion : January 31, 2008 Duration of Promotion : December 2009 – June 2017 Duration of Tax Exemption : Eight years Rights and Benefits 1. Exemption of corporate income tax not more than 300.80 million baht (adjusted by capital excluding land and working capital) for eight years from the date of the first income derivation from promoted project and loss deduction for that period can be made from the net profit in one or several years during the period of 5 years from the date of expiry of tax of promoted project. 2. Do not calculate dividend during promoted period. 3. Fifty percent reduction of corporate income tax on the net profit for five years after expiry of tax holiday Conditions 1. Registered investment capital not less than 450 million baht and fully-paid before operation. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 635 Rai. The total land area of the project must not be less than 500 rai. Factory-designated area must not be less than 60 percent and not more than 75 percent of the total Investment Promotion No. 1428(2)/2552
Date of Approval : April 28, 2009 Dated of Promotion : June 2, 2009 Duration of Promotion : October 2010 – September 2018 Duration of Tax Exemption : Eight years Rights and Benefits 1. Exemption of corporate income tax not more than 283 million baht (adjusted by capital excluding land and working capital) for eight years from the date of the first income derivation from promoted project and loss deduction for that period can be made from the net profit in one or several years during the period of 5 years from the date of expiry of tax of promoted project. 2. Do not calculate dividend during promoted period. 3. Fifty percent reduction of corporate income tax on the net profit for five years after expiry of tax holiday Conditions 1. Registered investment capital not less than 450 million baht and fully-paid before operation. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 1,000 Rai. The total land area of the project must not be less than 500 rai. Factory-designated area must not be less than 60 percent and not more than 75 percent of the total
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Investment Promotion No. 1169(2)/2555 Date of Approval : December 20, 2011 Dated of Promotion : February 15, 2012 Duration of Promotion : December 2011 – December 2019 Duration of Tax Exemptionn : Eight years Rights and Benefits 1. Exemption of corporate income tax not more than 561 million baht (adjusted by capital excluding land and working capital) for eight years from the date of the first income derivation from promoted project and loss deduction for that period can be made from the net profit in one or several years during the period of 5 years from the date of expiry of tax of promoted project. 2. Do not calculate dividend during promoted period. 3. Fifty percent reduction of corporate income tax on the net profit for five years after expiry of tax holiday Conditions 1. Registered investment capital not less than 450 million baht and fully-paid before operation. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 1,450 Rai. The total land area of the project must not be less than 500 rai. Factory-designated area must not be less than 60 percent and not more than 75 percent of the total Investment Promotion No. 1710(2)/2555 Date of Approval : April 24, 2012 Dated of Promotion : June 12, 2012 Duration of Promotion : June 2012 – June 2020 Duration of Tax Exemption : Eight years Rights and Benefits 1. Exemption of corporate income tax not more than 455.47 million baht (adjusted by capital excluding land and working capital) for eight years from the date of the first income derivation from promoted project and loss deduction for that period can be made from the net profit in one or several years during the period of 5 years from the date of expiry of tax of promoted project. 2. Do not calculate dividend during promoted period. 3. Fifty percent reduction of corporate income tax on the net profit for five years after expiry of tax holiday Conditions 1. Registered investment capital not less than 450 million baht and fully-paid before operation. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 970 Rai. The total land area of the project must not be less than 500 rai. Factory-designated area must not be less than 60 percent and not more than 75 percent of the total
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Investment Promotion No. 2249(2)/2556 Date of Approval : July 16, 2013 Dated of Promotion : September 11, 2013 Duration of Promotion : November 2013 – November 2021 Duration of Tax Exemption : Eight years Rights and Benefits 1. Exemption of corporate income tax not more than 457 million baht (adjusted by capital excluding land and working capital) for eight years from the date of the first income derivation from promoted project and loss deduction for that period can be made from the net profit in one or several years during the period of 5 years from the date of expiry of tax of promoted project. 2. Do not calculate dividend during promoted period. 3. Fifty percent reduction of corporate income tax on the net profit for five years after expiry of tax holiday Conditions 1. Registered investment capital not less than 450 million baht and fully-paid before operation. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 1,380 Rai. The total land area of the project must not be less than 500 rai. Factory-designated area must not be less than 60 percent and not more than 75 percent of the total Investment Promotion No. 1968(2)/2557 Date of Approval : July 15, 2014 Dated of Promotion : August 15, 2014 Duration of Promotion : September 2014 – September 2022 Duration of Tax Exemption : Eight years Rights and Benefits 1. Exemption of corporate income tax not more than 720.80 million baht (adjusted by capital excluding land and working capital) for eight years from the date of the first income derivation from promoted project and loss deduction for that period can be made from the net profit in one or several years during the period of 5 years from the date of expiry of tax of promoted project. 2. Do not calculate dividend during promoted period. 3. Fifty percent reduction of corporate income tax on the net profit for five years after expiry of tax holiday Conditions 1. Registered investment capital not less than 450 million baht and fully-paid before operation. 2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital 3. Industrial Area 1,963 Rai. The total land area of the project must not be less than 500 rai. Factory-designated area must not be less than 60 percent and not more than 75 percent of the total
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Thai-Chinese Rayong Industrial Realty Development Co., Ltd. Thai-Chinese Rayong Industrial Realty Development Co., Ltd. has been engaged in an industrial estate business under the name of “Thai-Chinese Rayong Industrial Zone” which is located in Amata City Industrial Estate, Tambol Mapyangporn, Rayong Province. Table showing details of progress of Thai-Chinese Rayong Industrial Zone -Thai-Chinese Rayong Industrial Realty Development Co., Ltd. Value Progress % as of Rai (Mil. Baht) Target customers December 31, 2014
General Industrial zone Land and ready-built factory Total
47.80 23.75 71.55
120.54 287.13 407.67
Mainland China Mainland China
100% 100%
1.2 Market and Competition The customers of Amata Nakorn Industrial Estate and Amata City Industrial Estate is big and well-known manufacturers of medium and small scale industries. Most of them are multinational companies which have good management of environmental conservation. Investors from Japan are considered the major group in Amata Nakorn Industrial Estate and Amata City Industrial Estate with approximately 59% in total in both Estates divided into 67.9% and 37.7% in Amata Nakorn and Amata City respectively. In the year 2014 the Company has arranged sale promotion activities as same as past years such as travelling with governmental and private sector to publicize its business and products or exhibiting Road Show. BOI tax privileges as per investment promotion zone of industrial estate are the advantage employed in the competition of industrial estate business. It is found that Amata Nakorn Industrial Estate is the market leader in BOI Zone 2 and has joined the operation with the Industrial Estate Authority of Thailand. Moreover, Amata also has other significant advantages as follows:• Location of Utility Project and Readiness of Telecommunications Infrastructure The location of Amata Nakorn Industrial Estate has high potential in economic development and expansion as it is near Bangkok; it is a big city; it is center of the Eastern region; it is center of medicine with modern hospitals; it is center of education in which over 15 public and private universities and technical colleges are situated and can produce qualified personnel; and it is center of finance and economy with 45 banks. In addition, logistics and transportation and utilities still continue to expand in order to cope with the growth in the region i.e. convenience, speed of transportation by land, air and sea. • Readiness of Overall Infrastructure The Industrial Estates are equipped with integrated utility system and public facilities that are of quality and standard with the awareness of environmental conservation. Amata Industrial Estate is Merging Innovative Technology with Environmental Sustainability
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the perfect place for working, living and recreating i.e. the joint-venture of Amata-EGCO Power to establish combine cycle power plant for sale of power and steam, land delivery for establishing Y.W.C.A., infant nursery, kindergarten-primary school, sports center, Thai-German Institute, industrial training center, the Kasikorn Bank, petrol service station, recreational park, restaurants, Amata mansion, golf driving court, department store and hospital. In addition to the above-mentioned samples, the main factor that makes Amata Nakorn and Amata City become famous and become leading industrial estate of the country is One Stop Service as the Company has established and jointly operated business that involves the businesses in industrial estate such as employment agency for cleanliness, safety and utility system by Amata Facility Services Co., Ltd.; rendering service for procuring water resource and waste water treatment by Amata Water Co., Ltd.; establishment of Vibharam Hospital, Amata Nakorn branch to service factory employees and surrounding communities. Moreover, we have after sales service carried out by competent staff ready to servicing covering application Work Permit, visa for foreigners, application for privileges or documents from the Industrial Estate Authority of Thailand and facilitating to coordinate with government and private agencies. “In the first half of 2014 the sales of industrial estate is on a downward trend due to domestic political problem that has affected the direction of investment of both Thai and overseas entrepreneurs. The overseas entrepreneurs in particular have shown high ratio of investment in industrial estate. Moreover, concerning the uncertainty in changing BOI’s investment policy, it can be seen that industrial estate developers have set their sales target comparatively lower than that of previous year. In the latter half, industrial estate business tends to be better due to easing political situation since concerned government entities have rushed to deal with policy so as to restore the economy to drive effectively. However, in long term when political situation becomes stable, Thailand still has potential to maintain as manufacturing base on which investors always place their importance by means of the readiness of infrastructure of the country together with the integration of ASEAN Economic Community that will help support investment activities in Thailand. That is, trend of industrial estate development may increasingly scatter to other regions. However, although in the past Thailand has faced with internal political problems which have effects on industrial estate especially the sales amount of industrial estates is still slow down, newcomer of industrial estate developer continues to increase. Those new developers are to meet the expansion of trade and investment activities that are expected to increase. The support of Asean Free Trade Area that allows the privileges in terms of import duty reduction and investment privileges to their member nations has not only helped support investment activities among ASEAN members but also become attractive to non-member foreign investors to enter to invest in Thailand. Another interest of Thailand in the eyes of foreign investors is the topographic location of the country that is like the center of Indochina; the development of road network that links Thailand and its neighboring countries, which supports international trade activities to be more flexible; the readiness of infrastructure and the change of BOI’s investment policy to support the expansion of industrial estate in central and eastern region. If the strategic area of industrial estate development of Thailand is taken into consideration, the data from the Kasikorn Bank research center sees that the investment in development of industrial is mainly still in the central Amata Corporation Public Company Limited
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and eastern region. Additionally, according to the change of BOI’s investment policy from investment promotion zones to Activity-Based Incentives and Merit-Based Incentives by emphasizing 10 industry groups i.e. Infrastructure and Logistics, Basic Industry, Medical and Scientific Equipment Industry, Renewable and Environmental Service, High Level Basic Technology, Food Industry and Agricultural Product Process, Automotive Industry and Logistics Equipment, Electric and Electronics Industry, the modified policies have cause no differences on zoning privileges. On the other hand, this is the reason that lessens the interest in expanding investment into other region due to the fact that if we consider the industry group under this new policy, mostly industry groups investing in the eastern and central region are automotive and logistics equipment and electric and electronics. Therefore, investors are likely to invest in such area for the convenience of supply chain and logistics issue.” “Source” : http://thaibanker.com/index.php/business/104-management/economics/808-kasikorn-economicindustrial-estate Amata Nakorn and Amata City Industrial Estate are deemed to have competitive advantages in topographic location as a result of the convenience of supply chain and logistics as mentioned above. The competitors of Amata Nakorn and Amata City Industrial Estate are the estates that join with the Industrial Estate Authority of Thailand in Eastern Seaboard. But both Amata Nakorn and Amata City still remain advantageous for its location that is near Bangkok and airport and also are well-known industrial estate and are well-accepted by international investors. As of December 31, 2014, the Estate has the area jointly operated with the Industrial Estate Authority of Thailand of 35,824 rais with 960 investors. That is why Amata Nakorn and Amata City are the industrial estates that are needed by old investors with old base and new investors that are the suppliers to the existing companies in the both estates.
1.3 Provision of Products Amata will choose to develop an industrial estate on a strategic location with complete quality infrastructure and utility. In 2014, Amata bought an additional 501.61 rais of land.
1.4 Obligation to Hand Over the Complete Works Amata had obligation to hand over the complete works to the customers as at 31 December 2014 amounting to 74.86 million baht.
Public Utilities Products Amata Water Co., Ltd. gains revenue through rendering of the following 3 services:
1. Raw water supply 2. Treated water supply 3. Waste water treatment service
The above 3 services are provided for areas within Amata Nakorn Industrial Estate (Chonburi) and Amata City Industrial Estate (Rayong). The main sources of revenue consist of:
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Treated water supply service accommodating 60.42% of total revenue Waste water treatment service accommodating 22.50% of total revenue Raw water supply service accommodating 15.12% of total revenue Other revenues accommodating 1.96% of total revenue.
Public Utilities Products Business (Treated Water/Raw Water Supply and Waste Water Treatment Service)
2.1 Nature of Products The Company operates the procurement of raw water sources, the construction of treated water supply and waste water treatment systems as well as related control systems in compliance with the regulations of the Industrial Estate Authority of Thailand (IEAT). The Company’s revenue is derived from supplying raw and treated water as well as providing waste water treatment service to all categories of industrial plants and entrepreneurs within Amata Nakorn and Amata City Industrial Estate. An environment-friendly entity, Amata Water Co., Ltd. produces treated water and/or water for industrial purpose. The Company, with its operation in conjunction with the Industrial Estate Authority of Thailand, is also awarded ISO 14001 certification by TUV Rheinland Group, and ISO 9001 certification by nqa. Global Assurance for its second treated water supply and waste water treatment systems at Amata City Industrial Estate (Rayong). Amata Water Co., Ltd. is currently producing treated pipe water and/or industrial water. The Company’s office is located at Amata Service Center Building, 700/2 Moo 1, Klongtamru Sub-district, Muang District, Chonburi Province. Investment Promotion Certificate Amata Water Co., Ltd., is granted an investment promotion certificate as follows: Certificate No. 1796(2)/2547 granted on 27 September 2004 by the Board of Investment (BOI) with rights and benefits under the Investment Promotion Act B.E. 2520 for its business activities of supplying treated water and/ or industrial water as well as providing wastewater treatment service, categorized under classes 7.1: Services and Public Utilities and 7.16: Wastewater Treatment, Disposal Services or Transport of Industrial Waste or Toxic Chemicals under the following rights, benefits and conditions: - Exemption from juristic person’s income tax on the aggregate net profit derived from the promoted activities of which the proportion to the investment capital, excluding the cost of land and working capital, does not exceed 100% for a period of 8 years commencing from the date the income is first derived until 11 November 2012. In case of loss incurred during the period of juristic person’s income tax exemption, such loss may be deducted from the net profit accrued after the exemption period for a period of not exceeding 5 years from the expiry date of such period. The deduction may be made out of the net profit of any one year or several years. - Exemption from the computation of dividends for taxable income throughout the promoted period expiring 11 November 2012. - 50% reduction off the normal rate of juristic person’s income tax on the net profit derived from the investment for a period of 5 years expiring 11 November 2017. Amata Corporation Public Company Limited
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- Double deductions from transportation, electricity and water supply cost for the period of 10 years expiring 11 November 2014. - Additional 25% deduction of the cost of installation or construction of facilities, apart from the regular deduction of depreciation cost. - Exemption from payment of import duty tax on machinery as approved by the BOI. - Compulsory authorized capital of no less than 80 million Baht. - Compulsory 51% Thai shareholding ratio in minimum. - The activities to be operated are treated water and/or industrial water supply along with wastewater treatment service with 7.6 mil M3 annual production capacity of treated water and/or industrial water and 7.0 mil M3 of wastewater treatment service. The investment size excluding land cost and working capital must be no less than 2 million Baht and the exempted value of juristic person’s income tax must not exceed 55,329,120 Baht.
2.2 Industry and Competitive Status To date, the Company’s number of customers is increasing along with the higher service rate thanks to the current economic condition and the growing number of industrial plants in Amata Nakorn and Amata City Industrial Estate. The Company’s only competitors are small local water distributors from the private sector while the Company’s competitive advantages are: - Being the sole supplier of treated water and/or industrial water and sole provider of wastewater treatment service within Amata Nakorn and Amata City Industrial Estate. - Product quality standard - Lower production cost thanks to the economy of scale advantage.
2.3 Provision of Products or Services The Company’s business policy is to maximize customers’ benefits by rendering top quality services to sufficiently serve customers’ needs while taking into consideration the efficient use of natural resources along with the preservation of watersheds and water resources as well as the lifestyle of the surrounding communities. Business activities conducted at Amata Nakorn Industrial Estate Water Resources - Si Yad Dam
30 mil M3/ year
- Amata Reservoir
14 mil M3/ year
- Other Reservoirs
10 mil M3/ year
- Water Reclamation
3.3 mil M3/ year
Production - Treated Water Plant No. 1 with production capacity of 32,400 M3/ day Merging Innovative Technology with Environmental Sustainability
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- Treated Water Plant No. 2 with production capacity of 21,000 M3/ day - Treated Water Plant No. 3 with production capacity of 10,000 M3/ day - Wastewater Treatment Plant No. 1 with production capacity of 24,000 M3/ day - Wastewater Treatment Plant No. 2 with production capacity of 12,000 M3/ day - Wastewater Treatment Plant No. 3 with production capacity of 4,500 M3/ day - Wastewater Treatment Plant No. 4 with production capacity of 10,000 M3/ day
Business activities conducted at Amata City Industrial Estate Water Resources - Amata City Reservoir 12 mil M3/ year - East Water
7.5 mil M3/ year
- Private Ponds
5 mil M3/ year
- Water Reclamation
2.1 mil M3/ year
Production - Treated Water Plant No. 1/1 with production capacity of 18,000 M3/ day - Treated Water Plant No. 1/2 with production capacity of 15,000 M3/ day - Treated Water Plant No. 2 with production capacity of 10,500 M3/ day - Wastewater Treatment Plant No. 1 with production capacity of 13,500 M3/ day - Wastewater Treatment Plant No. 2 with production capacity of 9,600 M3/ day
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Risk Factors
Political Risk The ongoing political turmoil since 2006 and the eruption of political unrest in November 2013 damaged economic growth in Thailand. During the first half of year 2014, the domestic consumption and exports decline and the consumer and business confidence are deteriorated. Many new investment projects are pending for BOI approval because the term of BOI members expired since October 2013. The months of protests have already hurt Thailand’s economy and run the risk of making the country less attractive to investors. A reputation of perpetual political unrest would definitely hurt Thailand’s competitiveness and attractiveness to foreign investment in the future. Some businesses may consider relocating or establishing the production base in other neighboring countries to mitigate the risk. Therefore, the political risk inevitably would affect our business, whose sales highly depend on the foreign direct investment and production capacity expansion. Since the military coup d’état in May, the prevailing political stability is restoring investors’ confidence, which reinforces economic recovery. The Company has been investing in Vietnam and continuing its expansion plan in all strategic locations in Thailand, Vietnam and Myanmar. Amata provides access to high growth ASEAN market and is ready to serve investors or companies who are looking for opportunities to establish manufacturing base with good facilities and logistics system.
Economic Risk The global economic recession from the fragility of the Eurozone, the economic rebalancing in China and the shrinkage of Japanese economy translate into decline in demand, and thus less investment activities. In addition, Thailand economy shows weak export, contraction in manufacturing output and sluggish domestic demand. As Thailand will lose the Generalized System of Preferences (GSP) privileges in European Union next year, some businesses are trying to adjust their business models to accommodate the change by moving to other countries to lower production cost in terms of wage and raw materials. The Company is moving toward regional expansion responding to the growth in demand especially in Vietnam and Myanmar. This strategic move aligns with the east-west economic corridor, a regional economic development program, together with the ASEAN Economic Community (AEC). The free movement of goods, services, labor and capital will spur additional foreign direct investment and capital inflows in the region. Our Merging Innovative Technology with Environmental Sustainability
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presence in Thailand, Vietnam, and Myanmar will correspond to the overall strategy to respond to the needs to maximize our client’s return with high quality services.
Flooding Risk The location of Amata Nakorn is close to the sea with an average of two meters above mean sea level and has Bangprakong River as a natural barrier to any approaching serious floodwaters from Bangkok. The location of Amata City is located near Laem Chabang deep sea port with an average of 70 meters above mean sea level. Both locations are not in the flooding area and are not affected by the flood during the major flood incident in Thailand in 2012. The Company has ongoing projects for flood control and has been improving drainage systems in order to effectively drain water from heavy rainfall to the sea faster. Moreover, the Company invested in the improvement of pumping system and sand dykes by adding the existing height or constructing new ones. The aim is to minimize the damage from drainage flood. In addition, the Company has established an Emergency Service Call Center as a part of contingency plans by coordinating with customers in order to prevent and cope with any emergency situation in a timely manner.
Sectoral Concentration Risk Based on our customer profile, majority of clients are from automotive sectors. The fluctuation in the revenue from land sales and other revenues directly relates to the slowdown of investment from this sector. Both Amata Nakorn and Amata City are situated close to the eastern seaboard, which is considered an automotive hub of Asia, most customers are automobile producers and their supply chains. The approval of eco-car phase 2 projects and the plan capacity expansion will bring positive factors to the Company. In addition, the Company is expanding its customer base to various sectors and nationalities. The Company is also trying to create balancing revenues from both Thailand and Vietnam land sales and recurring incomes from utilities, rental facilities and maintenance services. An increase of revenue proportion from other recurring income sources apart from the land sale will reduce revenue fluctuation, enhance the business opportunity and diversify risk.
Regulatory and Environmental Risk In 2009, the Map Ta Phut incident and the unanticipated court order increase regulatory risk. Activists, experts, citizens increasingly realize and eager to promote sustainable development projects to preserve the environment and protect the scenic beauty for future generations. The need to balance industrial development and economic growth is becoming an issue. Amata fully adopts the ISO 14001 Environmental Management System for both industrial estates in Thailand. The goal is to minimize the impact made by the company’s operations on the environment. The Company launched the zero-discharge waste management program for waste water and solid waste. In addition, the Company also works closely with IEAT, a government enterprise operating under the Ministry of Industry, to ensure the least possible impact on communities from industrial estate activities.
Amata Corporation Public Company Limited
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The new BOI investment promotion scheme is aiming at moving Thailand into a higher level of development, focusing on competitiveness and value creation in the industrial sector. The change in BOI privilege will promote the investment according to the business type or an industrial cluster scheme instead of investment zones. Therefore, some benefiting businesses will prefer to have their factories located closer to existing production chains. Most of our customers in auto and electronic components will still get the privilege. The Company, as an industrial estate developer, will be affected by this new scheme in the long term. The Company is still taking advantage of the current investment promotion privileges as they submitted the applications before the end of 2014 for the planned expansion plan. At the same time, Amata is moving forward to the next step by investing in an expansion plan to develop a science city inside the industrial estate, which also complies with the new BOI scheme receiving maximum corporate income tax exemption benefit.
Financial Risk The Company engages in several projects in Thailand, Vietnam and Myanmar. Therefore, the Company needs to ensure that it has sufficient source of funds at a minimum cost of capital to support the company’s strategy. The total long term loan is accounted for 30% of total assets. The net interest bearing debt to equity ratio at the end of year 2014 was 0.43 to 1 times with cash balance of Baht 1,021 million. The Company constantly monitors its financial position, current debt level and cash on hand whether it has enough funding to finance all projects in order to minimize the financial risk.
Merging Innovative Technology with Environmental Sustainability
T
The Pride
Our Strategic Locations
V
Thailand, Vietnam, Eastern Seaboard: Dong Nai Province: • Amata Nakorn, Chonburi • Amata City, Rayong
• Amata City (Bien Hoa)
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Other Information
Amata Group of Companies Amata Corporation Public Company Limited Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Head Office
: : : : :
Phones Fax Home Page Email Management Site Office
: : : : : :
Phones Fax Email Management
: : : :
CHANGE FOR BETTER TOMORROW
Industrial Estate Development March 6, 1989 0107537002761 1,067,000,000 ordinary shares at Baht 1 each 2126 Kromadit Building, New Petchburi Road, Bangkapi, Huay Kwang, Bangkok 10310, Thailand (02) 792-0000 (02) 318-1096 www.amata.com viboon@amata.com Mr. Viboon Kromadit, Director & Chief Marketing Officer Amata Nakorn Industrial Estate, 700 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand (038) 939-007 (038) 939-000 tsutsui@amata.com Mr. Yasuo Tsutsui, Marketing Manager
Other Information
Page
041
Juristic persons, in which the company holds at least 10% interest: 1. Amata Development Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
: : : : : :
Phones Fax Email Management
: : : :
Sales and Lease of the 198 Units Apartment in Amata Nakorn June 15, 1990 0105533068758 68,000 ordinary shares at Baht 1,000 each 43.49% Amata Nakorn Industrial Estate, 700/ 1000 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand (038) 213-331 to 35 (038) 213-143 amatamansion@yahoo.com Mr. Kongdeasthe Sanguansataya, Deputy General Manager
2. Amata Mansion Service Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
: : : : : :
Phones Fax Email Management
: : : :
Operate Green Grass Thai Restaurant and Catering November 15, 1991 0105534108753 100,000 ordinary shares at Baht 100 each 12.66% Amata Nakorn Industrial Estate, 700/ 1001 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand (038) 213-331 to 35 (038) 213-143 amatamansion@yahoo.com Mr. Kongdeasthe Sanguansataya, Deputy General Manager
3. Amata (Vietnam) Joint Stock Company Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head Office Phones Fax Email Management
: Development of Industrial Estate, Commercial Complex and Residential Projects and Related Services. : December 31, 1994 : 1100/GP and 472033000132 : USD 20,400,000 : 61.83% : Long Binh Ward, Bien Hoa City Dong Nai Province, Vietnam : (84) 61-3991-007 (84) 61-3892-895 : marketing@amata.com.vn : Mrs. Somhatai Panichewa, President and CEO Amata Corporation Public Company Limited
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4. Amata B. Grimm Power Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital
: : : :
Percentage owned by Amata Corporation Head office
: :
Phones Fax Email Management
: : : :
Production of electricity and steam March 2, 1995 0105538027863 Registered capital: 17,000,000 ordinary shares at Baht 100 each Paid-up share capital: 15,000,000 shares of fully paid-up Baht 100 per share; 2,000,000 shares of paid-up Baht 72.50 per share 13.77% 88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand (02) 379-4246, 710-3400 (02) 379-4245 preeyanart.s@amatabgrimmpower.com Mrs. Preeyanart Soontornwata, President
5. Amata City Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head Office
: : : : : :
Phones Fax Site Office
: : :
Project Location Phones Fax Email Management
: :
CHANGE FOR BETTER TOMORROW
: :
Industrial Estate Development June 5, 1995 0105538066591 4,500,000 ordinary shares at Baht 100 each 83.67% 2126 Kromadit Building, New Petchburi Road, Bangkapi, Huay Kwang, Bangkok 10310, Thailand (02) 792-0000 (02) 318-1096 Amata City Industrial Estate, 7 Moo 3, Bowin, Sriracha, Chonburi 20230, Thailand Highway 331 KM. 94, Mabyangporn, Pluakdaeng, Rayong (038) 497-007 (038) 497-000 viboon@amata.com Mr. Viboon Kromadit, Director
Other Information
Page
043
6. Amata Power (Bien Hoa) Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital
: : : :
Percentage owned by Amata Corporation Head office Phones Fax Email
: : : : :
Management
:
Production of electricity and steam June 29, 1996 1618/GP and 472023001169 Registered capital: USD 5,500,000 Paid-up share capital: USD 4,428,571 14.45% Amata Industrial Park, Bien Hoa City, Dong Nai Province, Vietnam (84) 613 936 938 (84) 613 936 445 jan.tenner@amatabgrimpower.com hoangapbh@hcm.vnn.vn Mr. Jan Markus Tenner (President) Mr. Tran Hoang (Vice President)
7. Amata Water Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head Office
: : : : : :
Phones Fax Email Management
: : : :
Production and sale of water products for use in industry March 5, 1999 0105542016421 800,000 ordinary shares at Baht 100 each 100% Amata Nakorn Industrial Estate, 700/ 2 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand (038) 939-007 (038) 939-001 chuchat@amata.com Mr. Chuchat Saitin, Managing Director
8. Amata Natural Gas Distribution Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
: : : : : :
Phones Fax Email Management
: : : :
Supply natural gas and Pipeline distribution network November 27, 2001 0105544114560 16,000,000 ordinary shares at Baht 10 each 20% Amata Nakorn Industrial Estate, 700/ 2 Moo 1, Bangna-Trad Highway, Klong tamru, Muang District, Chonburi 20000, Thailand (038) 214199, 458601-2 (038) 214-255 sales@amatangd.com, fa_ac@amatangd.com Mr.Toemchai Bunnag, President Amata Corporation Public Company Limited
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9. Amata Facility Services Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
: : : : : :
Phones Fax Email Management
: : : :
Service Center Area November 29, 2002 0205545012590 150,000 ordinary shares at Baht 100 each 91% Amata Nakorn Industrial Estate, 700/ 2 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand (038) 939-007 (038) 939-001 aukkares@amata.com Mr. Aukkares Choochouy, Managing Director
10. Amata Summit Ready Built Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
: : : : : :
Phones Fax Email Management
: : : :
Ready built factories for lease or sale December 15, 2004 0205547025176 4,000,000 ordinary shares at Baht 100 each 49% Amata Nakorn Industrial Estate, 700 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand (038) 939-007 (038) 939-001 janjira@amata.com Ms. Janjira Yamyim, Managing Director
11. Vantec Amata Logistics (Thailand) Co., Ltd. (Formerly Known as VIA Logistics Co., Ltd.) Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
: : : : : :
Phones Fax Email Management
: : : :
CHANGE FOR BETTER TOMORROW
Warehousing, Transportation, Delivery, Customs Clearance December 27, 2004 0205547025907 1,714,000 ordinary shares at Baht 83 each 21% Amata Nakorn Industrial Estate, 700/616 Moo 4 Bankao, Panthong District, Chonburi 20160, Thailand (038) 210-228 to 230 (038) 210-245 takeshi-nohara.nf@vantec-gl.com Mr. Takeshi Nohara, President
Other Information
Page
045
12. Amata Asia Limited Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office Phones Fax Email Management
: : : : : :
Holding Company May 28, 2008 1242011 1,000 ordinary shares at HKD 1 each 100% 16th – 19th Floor, Prince’s Building, 10 Chater Road, Central, Hong Kong : (02) 792 0000 : (02) 318 1096 : somhatai@amata.com Ms. Somhatai Panichewa, Chairman
13. Amata B. Grimm Power (Rayong) 1 Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office Phones Fax Email Management
: : : : : :
Production of electricity and steam September 9, 1996 0105539100131 12,500,000 ordinary shares at Baht 100 each 15.23% 88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand : (02) 379-4246, 710-3400 : (02) 379-4245 : preeyanart.s@amatabgrimmpower.com : Mrs. Preeyanart Soontornwata, President)
14. Amata B. Grimm Power (Rayong) 2 Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
: : : : : :
Phones Fax Email Management
: : : :
Production of electricity and steam January 12, 2010 0105553004488 Registered capital: 12,500,000 ordinary shares at Baht 100 each 15.23% 88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand (02) 379-4246, 710-3400 (02) 379-4245 preeyanart.s@amatabgrimmpower.com Mrs. Preeyanart Soontornwata, President
Amata Corporation Public Company Limited
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15. Amata B. Grimm Power 3 Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office Phones Fax Email Management
: : : : : : : : : :
Production of electricity and steam January 12, 2010 0105553004461 14,000,000 ordinary shares at Baht 100 each 18.26% 88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand (02) 379-4246, 710-3400 (02) 379-4245 preeyanart.s@amatabgrimmpower.com Mrs. Preeyanart Soontornwata, President
16. Thai-Chinese Rayong Industrial Realty Development Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office Phones Fax Email Management
: Develop industrial estate, sales land and lease ready built factory to the investor from mainland of China. : March 20, 2012 : 0105555043502 : 10,000,000 ordinary shares at Baht 100 each; paid up Baht 50 each : 46.10% : 126/33 Thaisri Tower 9th Floor, Krungthonburi Road, Banglampoolang, Klongsan,Bangkok 10600 : 02-439-0915-7 ext. 16 : 02-439-0922 : qun.yue@holley.cn : Mrs. Charunee Sirithaworachan (Project Manager and Sales Manager)
17. Amata VN Public Company Limited Business Activity Company Registration Date Company Registration No. Registered and paid up share capital
: : : :
Percentage owned by Amata Corporation Head office
: :
Phones Fax Email Management
: : : :
CHANGE FOR BETTER TOMORROW
Holding Company August 30, 2012 0107555000325 Registered share : 935,000,000 ordinary shares at Baht 0.50 each, Paid up share : 768,630,000 shares at Baht 0.50 88.33% 2126 Kromadit Building, New Petchburi Road, Bangkapi, Huay Kwang, Bangkok 10310, Thailand (02) 792-0000 (02) 318-1096 somhatai@amata.com Mrs. Somhatai Panichewa (Chief Executive Officer)
Other Information
Page
047
18. Amata B. Grimm Power 4 Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital
: : : :
Production of electricity and steam August 26, 2010 0105553104431 1,400,000 ordinary shares at Baht 100 each
Percentage owned by Amata Corporation Head office Phones Fax Email Management
: : : : : :
27% 88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand (02) 379-4246, 710-3400 (02) 379-4245 preeyanart.s@amatabgrimmpower.com Mrs. Preeyanart Soontornwata, President
Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
: : : : : :
Phones Fax Email Management
: : : :
Production of electricity and steam August 26, 2010 0105553104423 1,400,000 ordinary shares at Baht 100 each 27% 88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand (02) 379-4246, 710-3400 (02) 379-4245 preeyanart.s@amatabgrimmpower.com Mrs. Preeyanart Soontornwata, President
19. Amata B. Grimm Power 5 Ltd.
20. Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital
: : : :
Percentage owned by Amata Corporation Head office
: :
Phones Fax Email Management
: : : :
Logistic April 11, 2013 0105556063680 Registered share : 5,460 ordinary shares at Baht 1,000 each, 540 preference shares at Baht 1,000 each 22.75% 1 Empire Tower, 16/F, Room No. 1606, South Sathorn Road, Yannawa, Sathorn, Bangkok, Thailand (02) 670-0391-3 (02) 670-0390 nishimura@seals-japan.co.jp Mr. Hiroo Nishimura, Managing Director
Amata Corporation Public Company Limited
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Annual Report 2014
21. Amata Global Pte. Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital
: : : :
Percentage owned by Amata Corporation Head office Phones Fax Email Management
: : : : : :
Holding Company November 14, 2013 201330827G Registered share : 15,000 ordinary shares at 4 Singapore Dollars each 100% 50 Raffles Place, #06-00, Singapore Land Tower, Singapore (048623) 084-883-0007 songchom@amata.com Ms. Songchom Tangnawapan
22. Amata Summit Reit Management Co., Ltd. Business Activity Company Registration Date Company Registration No. Registered and paid up share capital Percentage owned by Amata Corporation Head office
: : : : : :
Phones Fax Email Management
: : : :
CHANGE FOR BETTER TOMORROW
REIT Manager April 1, 2014 0105557048153 100,000 ordinary shares at Baht 100 each 49% 2126 Kromadit Building, 5th floor, New Petchburi Road, Bangkapi, Huay Kwang, Bangkok 10310, Thailand 02-7920089 02-7920090 dendao@amatareit.com Ms. Dendao Komolmas, Managing Director
Page
049
Reference
Share Registar The Thailand Securities Depository Co., Ltd. Address
: The Stock Exchange of Thailand Building, 62 Ratchadapisek Road, Klongtoey Bangkok 10110, Thailand : (02) 229-2800 : (02) 654-5599
Phones Fax
Auditor Ms. Siraporn Ouaanunkun Auditor No Company Name
: 3844 : EY Office Limited (Formerly Known as Ernst & Young Office Limited) : 33rd Floor, Lake Rajada Office Complex 193/136-137 Rajadapisek Road Klongtoey, Bangkok 10110, Thailand : (02) 264-0777, (02) 661-9190 : (02) 264-0789-90, (02) 661-9192
Address
Phones Fax
Legal Counselor International Business Lawyers Co., Ltd. Address
:
Phones Fax
: :
23rd Floor, Wall Street Tower 33/ 118-119, Surawongse Road, Suriyawong, Bangrak Bangkok 10500, Thailand (02) 233-1001, (02) 233-1008 (02) 236-6100
Investors can find further information on the Company from the Company’s Annual Registration Statement (56-1) which can be downloaded at  www.sec.or.th or www.amata.com Amata Corporation Public Company Limited
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Annual Report 2014
Major Shareholders
No. of Shares
% of Share holding
236,034,390
22.12
109,101,621
10.23
58,122,500
5.45
4. STATE STREET BANK AND TRUST COMPANY
48,431,828
4.54
5. STATE STREET BANK EUROPE LIMITED
46,283,075
4.34
6. Jurangkool Family
40,661,400
3.81
27,581,880
2.58
26,734,000
2.51
25,000,000 19,051,100
2.34 1.79
Major Shareholders as of December 30, 2014 1. Kromadit Family Mr. Vikrom Kromadit
215,700,000
Mr. Vitoon Kromadit
17,345,270
Miss Vipavee Kromadit
1,646,457
Mrs. Nitaya Kromadit
645,800
Miss Somsri Kromadit
500,000
Mr. Vitit Kromadit
134,400
Miss Vichaya Kromadit
62,463
2. Thai NVDR Co.,Ltd. 3 . THE BANK OF NEW YORK MELLON
Mr. Thaveechat Jurangkool
30,450,000
Mrs. Hatairatn Jurangkool
7,400,000
Mr. Nuttapol Jurangkool
2,811,400
7. Yodmani Family Police General Chavalit Yodmani
27,546,080
Mr. Piya Yodmani 8. N.C.B.TRUST LIMITED-NORGES BANK 11
35,800
9. ITOCHU MANAGEMENT (THAILAND) CO.,LTD. 10. HSBC (SINGAPORE) NOMINEES PTE LTD
Merging Innovative Technology with Environmental Sustainability
Page
051
Report of Changes in Securities Holdings of Directors and Top Executives under the definition of SEC
Shares
Name 1. Mr. Chackchai Panichapat
 Increase / As of Dec 27, 2013 As of Dec 30, 2014 (decrease) during No. of % of Share No. % of Share financial Share holding of Share holding year -
Position Acting Chairman and Executive Director 2. Mr. Vikrom Kromadit Director, Chairman of 215,700,000 the Executive Board and Chief Executive Officer 3. Mr. Vatana Supornpaibul Director and Executive Director 4. Mr. Viboon Kromadit Director, Executive Director, Chief Marketing Officer and Acting Chief Operating Officer Spouse 300,000 5. Mr. Anucha Sihanatkathakul Director, Chairman of the 5,534,000 Audit Committee and Member of the Nomination & Remuneration Committee 6. Mr. Noppun Muangkote Director, Member of the Audit Committee and Chairman of the Nomination & Remuneration Committee 7. Assoc.Prof.Dr. Somchet Director, Member of the Thinaphong Audit Committee and Member of the Nomination & Remuneration Committee 8. Mr. Yoot Rojvirasingh Chief Business Officer -
20.2156
215,700,000
20.2156
-
-
-
-
-
-
-
-
-
0.0281
300,000
0.0281
-
0.5187
8,034,000
-
-
-
-
-
-
-
-
-
-
-
-
0.753 2,500,000
Amata Corporation Public Company Limited
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Annual Report 2014
Shares
Name 9. Mr. Siew Ko Chuen
Position Senior Vice President of Accounting & Finance Department, Investor Relations Department and Information Technology Department 10. Ms. Dendao Komolmas Vice President of Corporate Finance 11. Ms.Chindarat Ungsukulchai Vice President of Group Accounting
 As of Dec 27, 2013 As of Dec 30, 2014 Increase / (decrease) during No. of % of Share No. % of Share financial Share holding of Share holding year -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Merging Innovative Technology with Environmental Sustainability
The Benefit to All
We strive for financial stability to ensure Amata’s long term commitment to our shareholders, investors and partners.
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Annual Report 2014
Dividend Policy
Amata Corporation Public Company Limited and its subsidiary companies has the policy to pay dividend at minimum 40% of the net profit from the operating performance of each year depending on economic atmosphere of the country, industrial estate market condition and cash flow position of the Company starting from 1995/1996. In 2007, due to the change of the accounting policy under the announcement of the Federation of Accounting Professions under which investments in subsidiaries, jointly controlled entities and associates are to be presented in the separate financial statements under the cost method rather than the equity method. But in the consolidated financial statements, we still apply the equity method. This will reflect the difference of the net profit in the financial statements of the company only and the consolidated one. So, the Company shall pay dividend from the profit of the financial statements of the Company only. The Company will not pay dividend when there is loss in the consolidated financial statements. Also, the Company will not pay dividend if after dividend distribution, the retained earnings in the consolidated financial statements turn to be a loss.
Merging Innovative Technology with Environmental Sustainability
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Management Structure
1 Board of Directors The Board of Directors consists of 7 Directors Executive as Directors of the Board Mr. Vikrom Kromadit Mr. Chackchai Panichapat Mr. Vatana Supornpaibul Mr. Viboon Kromadit
Independent Directors Mr. Anucha Sihanatkathakul Mr. Noppun Muangkote Assoc. Prof. Dr. Somchet Thinaphong
Company Secretary Mrs. Varaporn Vatcharanukroh
The company management structure consists of four committees: The Board of Directors
The Executive Board
The Nomination & Remuneration Committee The Audit Committee
Acting Chairman
Mr. Chackchai Panichapat
Directors
Mr. Vikrom Kromadit, Mr. Vatana Supornpaibul , Mr. Viboon Kromadit, Mr. Anucha Sihanatkathakul, Mr. Noppun Muangkote and Assoc. Prof. Dr. Somchet Thinaphong
Chairman
Mr. Vikrom Kromadit
Directors
Mr. Chackchai Panichapat, Mr. Vatana Supornpaibul and Mr. Viboon Kromadit
Chairman
Mr. Noppun Muangkote
Directors
Mr. Anucha Sihanatkathakul and Assoc. Prof. Dr. Somchet Thinaphong
Chairman
Mr. Anucha Sihanatkathakul (Financial Review Experience)
Mr. Noppun Muangkote and Assoc. Prof. Dr. Somchet Thinaphong In 2014, Amata held 5 Board of Directors Meetings, 72 Executive Board Meetings, 3 Nomination & Remuneration Committee Meetings and 5 Audit Committee Meetings. Directors
Amata Corporation Public Company Limited
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Annual Report 2014
Meeting Attendance Board of Directors Meetings (*)
Name of committee Dr. Wissanu Krea-Ngam (resigned on August 29,2014) Mr. Keita Ishii (resigned on August 29,2014) Mr. Vikrom Kromadit Mr. Chackchai Panichapat Mr. Vatana Supornpaibul Mr. Viboon Kromadit Mr. Anucha Sihanatkathakul Mr. Noppun Muangkote Assoc. Prof. Dr. Somchet Thinaphong
Audit Committee Meetings (*)
Nomination & Remuneration Committee Meetings (*)
5/5 5/5 5/5
3/3 3/3 3/3
4/5 2/5 5/5 5/5 5/5 5/5 5/5 5/5 5/5
(*) Meeting Attendance/Total Meeting (Times)
2 Company Executive The Company Executive consists of 14 Executives 1. Mr.Vikrom Kromadit*
Chief Executive Officer
2. Mr.Viboon Kromadit*
Chief Marketing Officer and Acting Chief Operating Officer
3. Mr.Yoot Rojvirasingh*
Chief Business Officer
4. Mr.Surakij Kiatthanakorn
Deputy Chief Business Development / Infrastructure
5. Mr.Siew Ko Chuen*
Senior Vice President of Accounting & Finance Department, Investor Relations Department and Information Technology Department
6. Mr.Kasem Pornananrat
Vice President : Amata ICT Project President
7. Ms.Songchom Tangnawapan
Vice President of Marketing and Sales Department
8. Mr.Chairat Suwanvicharn
Vice President of Land and Government Affairs Department
9. Mr.Paradorn Srongsuwan
Senior Vice President of Oversea Engineering New Project
10.Mr.Viwat Kromadit
Vice President of Group Engineering Project
11. Mr.Kamjorn Vorawongsakul
Vice President of Relationship Management Department
12. Mrs.Varaporn Vatcharanukroh
Company Secretary
13. Ms.Dendao Komolmas
Vice President of Corporate Finance
14. Ms.Chindarat Ungsukulchai
Vice President of Group Accounting
Remark : * Executive under the definition of SEC The total of employee 111 persons
Merging Innovative Technology with Environmental Sustainability
Management Structure
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3 Company Secetary Mrs.Varaporn Vatcharanukroh Company Securetary
4 Remuneration for the Board and the Executives The Company sets appropriate remuneration for members of the Board of Directors at rates comparable to those of leading companies listed in the SET, and other top companies in the same industries. Remuneration for the Board is also considered based on the Company’s operating results, before being proposed for approval in the Shareholders’ Meeting. In addition to monetary remuneration, the Company does not grant other privileges to the directors. In 2014 Directors received monthly allowances, attendance fees, and bonus as listed below: Unit : Baht Nomination and Remuneration Audit Committee Committee
Board of Directors
Attendance Fees
Monthly Allowances + Attendance Attendance Fees Fees
Dr.Wissanu Krea-Ngam (resigned on August 29,2014) Mr.Keita Ishii (resigned on August 29,2014) Mr.Vikrom Krommadit Mr.Chackchai Panichapat Mr.Vatana Supornpaibul Mr.Viboon Kromadit Mr.Anucha Sihanatkathakul Mr.Noppun Muangkote Assoc. Prof. Dr. Somchet Thinaphong
90,000.00 150,000.00 90,000.00
250,000.00 150,000.00 150,000.00
480,000.00 155,000.00 390,000.00 207,166.67 390,000.00 390,000.00 390,000.00 390,000.00 390,000.00
Total
330,000.00
550,000.00
3,182,166.67
Bonus
Total
855,882.35 753,176.47 684,705.88 684,705.88 684,705.88 684,705.88 684,705.88 684,705.88 684,705.88
1,335,882.35 908,176.47 1,074,705.88 891,872.55 1,074,705.88 1,074,705.88 1,414,705.88 1,374,705.88 1,314,705.88
6,401,999.98 10,464,166.65
In 2014 Independent directors received meeting allowances from meeting of Board of Director of subsidiary companies Subsidiary Companies Amata Summit Amata (Vietnam) Joint Amata Asia Ready Built Director Stock Company Amata Water Co.,Ltd. Limited C0.,Ltd. Mr.Anucha Sihanatkathakul
14,750 US$
540,000.00 Baht
None
94,415 Baht
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Remuneration for Company Executives In 2014, the 4 Executives under the definition of SEC received remuneration including salaries and bonus from Amata totaling Baht 12,804,104.52 and the Executives provident fund of Baht 792,390.00.
5 Employee Number of employees in total is 111, Number of employees from each department as demonstrate in the organization chart. Payments include salary, cost of living, over time, bonus and provident fund etc. in total 93,992,576.98 baht Board of Directors Company Secretary (1) Nomination & Remuneration Committee
Executive Board
Audit Committee
Chief Executive Officer (1)
Internal Audit
Secretary Officer (13) Marketing Division (1)
Information Development (2) Business Development Division (1)
IT, Accounting & Finance and Investor Relation Division (1)
Operating Division
Marketing & Sales (10)
New Project (6)
Information Technology (5)
Legal(1)
Land & Government Affairs (7)
Infrastructure (4)
Accounting & Finace(12)
Relationship Management (2)
Unban(1)
Investor Relations (1)
Human Resource & General Affairs (24)
Engineering (13) Corporate Social Responsibility (3) Public Relations (2)
Human Resource Management Policies The company has planned its Human Resource Strategies in order to become the High Performance Organization and also to continuously support business growth and expansion both in Thailand and Southeast Asia Region. The Company is also on the process of re-organization, improving management structure and corporate culture implementation including continuously cultivating values to all personnel across Amata group. Furthermore, Human Resource Development is one of the most important cause which the Company always realizes and develops its employees to become high potential workers, professionalism with the intention of becoming global recognized company on the world stage. Remuneration Policy The Company’s policy regarding remuneration is based on the twice a year performance evaluations. Furthermore, the Company has also been providing other welfare and benefits in order to support its employees and create good relationship between employees and the Company. The budget for staff had been increased by 1.02% in 2014. Merging Innovative Technology with Environmental Sustainability
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Amata and Corporate Governance Policies:
The Board of Directors firmly believes that good business model is not about profit making as the sole objective. Rather, the means to achieve such profits is equally important or even as crucial in the long run. The Board of Directors therefore aims at driving the company to operate under good corporate governance. In drafting its corporate governance policy, the company abode by the Stock Exchange of Thailand’s Principle of Good Corporate Governance for Listed Companies 2012 which was divided into the following main subjects: 1. 2. 3. 4. 5.
Shareholders’ rights Equal treatment for shareholders Roles of stakeholders Information disclosure and transparency Board of Directors’ responsibilities
In order for the primary Principle of Good Corporate Governance to be implemented effectively, the company has put together a Corporate Governance Committee to oversee the implementation of the policy. The Committee is responsible for communicating and ensuring compliance to the corporate governance policy. Reviews and assessments are carried out every year and the results are disclosed in the company website under Form 56-1 of the annual report.
1. The Rights of Shareholders The Board of Directors values and respects the rights of the shareholders and treats them on an equal basis. All shareholders, both as investors and owners of the company, shall be entitled to the same basic rights including: • The rights to buy, sell, transfer and receive shareholder certificates • The rights to receive correct and sufficient information in a timely manner and in a form appropriate for use in their decision making • The rights to share in the company’s profits • The rights to attend and vote at shareholders meetings in order to jointly decide on major changes in the company’s policies Amata Corporation Public Company Limited
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• The right to elect and remove members of the Board of Directors as well as determine their remunerations • The rights to approve the appointment of the company’s auditor and consider their fee. The company’s shareholders in convenes an annual general meeting of the shareholders once a year within 4 months from the end of each fiscal year of the company. In the event that an urgent need arises for shareholders’ approval on special agenda affecting the shareholders’ interest or involving conditions, regulations or laws relevant to the company’s business, the company will convene an extraordinary general meeting of the shareholders on a case by case basis. Also, a group of shareholders collectively representing not less than one-fifth of the total outstanding shares or a minimum of 25 shareholders collectively holding not less than one-tenth of the total outstanding shares may jointly launch petition to the Board of Directors to convene an extraordinary general meeting of the shareholders at any time. The reasons for calling for such a meeting must be clearly indicated in the petition. Under such circumstances, the Board of Directors must convene a shareholder meeting within one month from the petition receiving date. Shareholders have the right to vote at meetings according to the number of shares owned by each shareholder, whereby one share is for one vote and no particular share allows them privilege to limit the rights of other shareholders. In 2014 the Company conducted many actions to promote and facilitate the use of shareholders’ rights beyond the basic rights of the shareholders as follow: 1.1 The Company hosted one general meeting of the shareholders on April 21, 2014 at the Bu-Nga room Grand Ballroom, Golden Tulip Sovereign Hotel, Bangkok, at which shareholders were able to consider and vote on company’s activities as required by laws. The company assigned Thailand Securities Depository Co., Ltd. to send out a prospectus of the meeting and all relevant documents to the shareholders not less than 21 days prior to the meeting so that the shareholders would have sufficient time to peruse information related to the meeting. All shareholders whose names appeared in the Registry of the Shareholders on the date of the shareholders registration would receive the documents which include an agenda of the meeting, company’s annual report, company’s financial statement, and a letter of authorization to act on their behalf if they cannot attend the meeting. These documents were sufficient to enable shareholders to decide on the meeting’s items. Apart from a mail delivery of the meeting invitation and relevant documents, the company published a meeting announcement to newspaper three consecutive days and at least three day prior to the proposed meeting date. 1.2 The Company disseminated the information related to the agenda of the shareholder’s meeting on the company’s website <www.amata.com> one month prior to the meeting. The information on the website also clarified the rights of the shareholders in the meeting and the right to vote. 1.3 In case a shareholder could not attend the meeting in person, the Company allowed such a person to appoint a representative or an independent director to attend the meeting and act on his/her behalf. A shareholder might use a letter of authorization sent with an invitation package or download an authorization form from the company’s website.
For institutional investors or foreign investors who authorize custodians in Thailand to keep and safeguard their shares, the Company will arrange for the documents and evidence required prior to attending the Meeting well in advance to facilitate registration on the date of the Meeting.
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1.4 Directors, management and the external auditor were encouraged to attend the shareholders meeting and answer shareholders questions. Eight of eight directors, which included the Chairman, attended the meeting of year 2014 which accounted for 100% of the board members. 1.5 The meeting of shareholders was arranged to ensure that all shareholders were treated equally. Each shareholder would have an equal opportunity to express his or her views, suggestions, and questions at each stage of the meeting with sufficient time before each decision was made. In the meeting the Company also provided experts in each field under the responsibility of the Board of Directors to answer any questions from the shareholders. The minute was recorded accurately and completely, and was concluded with the motions that were passed and the votes on each motion. The meeting lasted approximately two hours. 1.6 The company encouraged shareholders to forward their questions with regard to the meeting agenda in advance to cs@amata.com or at facsimile number 0-2318-1096 in order that the shareholders could gain the most benefit from the meeting and that their rights would be fully observed. 1.7 The company videotaped every shareholders meeting throughout, so that doubtful shareholders can follow all events in any meeting. 1.8 The company announces its meeting resolutions via the news system of the Stock Exchange of Thailand within the next working day. 1.9 The company produces minutes of the meeting within 14 days from the date of a general shareholders meeting, which will be filed at the Stock Exchange of Thailand and the Ministry of Commerce within the deadline specified in the law and publishes the same in the company website (www.amata.com).
2. The Equitable Treatment of Shareholders The Company is fully concerned to ensure an equitable treatment of shareholders, regardless of being a controlling shareholder, minority shareholder, shareholder who is also a board of director or management, institutional shareholder, or foreign shareholder. The company provides several mechanisms to ensure an equitable treatment of shareholders especially with minority shareholders as follows: 2.1 All shareholders carry equal voting right in the meeting in accordance with the amount of the share holding. One share is equal to one vote. 2.2 At the annual general meeting of the shareholders, the company sent proxy forms to the shareholders before the meeting. The contents of which agree with the specifications defined by the Ministry of Commerce, along with the notice of the meeting. The shareholders who are unable to attend the meeting may assign his/her proxy rights to one of the companyâ&#x20AC;&#x2122;s independent Directors, whose name will be specified in the convening notice. Furthermore, the shareholders who arrive after the meeting commences have the right to vote on the issue on the agenda being discussed at that time and are entitled to vote and be considered part of the quorum for that agenda onwards unless the meeting sees otherwise. 2.3 The company policy is not to include any additional agenda to the AGM unless it has been previously publishes to companyâ&#x20AC;&#x2122;s shareholders to considered in advance of the meeting to insure adequate time for consideration before any resolution is proposed or voted upon. 2.4 The Company shall conduct an election for each individual committee. Amata Corporation Public Company Limited
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2.5 For shareholders’ convenience sake, the company has arranged for registration using a barcode system that displays the registration number of each shareholder as published in his/her proxy. So that the registration procedure is completed quickly. Moreover, in each voting in year 2014, the company collects the shareholders’ ballots to determine the voting result for each agenda. For all agendas all ballots are kept. And at the end of the meeting, shareholders may request to verify the correctness of the count. 2.6 The Company has established clear and transparent procedures for shareholders to recommend AGM agenda and to nominate director candidates to the Board, which had been announced via the Company’s website and the SET. Minority shareholders who held minimum shares of 0.05 percent of total paidup share capital either by one or several shareholders combined for at least one year were welcomed to direct their recommendations to the Board within the period of September 29, 2014- January 30, 2015. 2.7 The Board of Director sets the regulation to prevent Insider Trading by a member of Executive Committee and staff (including spouse and minor) who have access to information, as follows: 2.7.1 The Company prohibits a member of Executive Committee and staff (including spouse and minor) who have access to information to buy or sell the company’s securities within two weeks prior to the disclosure of the quarterly financial statement and the annual financial statement. The prohibition extends to the Blackout Period (24 hours after the financial statement disclosure). 2.7.2 Any committee and staff who have access to non-public information which may affect the price of the company’s securities shall be prohibited to trade the company’s securities not until 24 hours after such information is disclosed to the public. The Company also prohibits its executives and departments to disclose any nonpublic information to person outside company or person who is not in charge to prevent the misuse of such information. 2.7.3 Board of director and executive, including spouses and minors who change an amount of his or her share holding must report to the Securities and Exchange Commission of Thailand within three days of the transaction date, in accordance with Section 59 of the Securities and Stock Exchange Act 1990. 2.7.4 The company requires that all Directors and executives report their holding of the company’s stocks in every Board of Directors meeting. 2.8 The Company realizes the importance of managing the conflicts of interests of related persons, namely, the Board of Directors, AMATA top executives, and employees in a prudent, fair, and transparent manner. As a consequence, the Board of Directors has established policies and measures regarding conflicts of interests as follows: •
Directors, top executives, and their related persons must file a report with the Company stating their interests in the management of the Company or a subsidiary when they first take the office. They must also file a report should there be any changes in their interests and at every year end. The Company Secretary shall deliver a copy of such report to the Chairman and Chairman of the Audit Committee within 7 days upon the receipt of the report in compliance with the Securities and Exchange Act BE 2535 (1992) and to use such information for monitoring and preventing any conflict of interests.
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•
The Company discloses its shareholder structure in subsidiaries, associates, jointly-controlled entities, and other companies as well as authorized directors to ensure that the Company has a clear and transparent shareholder structure. There is no cross-holding among major shareholders, thereby preventing any conflict of interests with any party.
•
At a Board of Directors’ meeting, any director or executive who may have a vested interest in any agenda item under consideration must not attend the meeting or must abstain from voting on such agenda item. This is to ensure that the Board and executives make decisions in a fair manner for the utmost benefit of shareholders.
3. The Role of Stakeholders The Company regards the rights of all stakeholder groups to be important, no matter if they are inside or outside the company. The company’s area of concern extends beyond its customers, shareholders, and staff, to local community, society at large, and natural environment. 3.1 Shareholders: The Company is devoted to become a good agent of our shareholders. The Company is conducting its business with the principle of transparency to increase corporate value over the long term, to provide good returns, and to equally provide information to all sides. 3.2 Employees: The Company values its employees as the key to corporate success. The Company promotes equal treatments in terms of gender, race, ethnicity, religion and belief and also supports the development of its staff as a professional workforce by ensuring that the staffs equally get a good working environment and a fair level of remuneration. In 2014, the company provides the additional knowledge training totally 47 times. Besides, The Company has provided a provident fund for employees since 1996. 3.3 Business Partners: The Company maintains good relations with its business partners and strictly adheres to the conditions of the contracts with them to ensure mutual benefits between the company and its partners. The Company will treat each business partner equally on the ground of fair business competition. 3.4 Competitors: The Company operates within the framework of fair competition. The company will not damage its rivals’ reputation without any evidence. 3.5 Creditors: The Company is strictly committed to fulfill all obligations to its creditors. 3.6 Customers: The Company is determined to provide the utmost satisfaction and confidence to its customers to ensure that its customers receive the finest products and services at reasonable prices. Moreover, the Company will focus on adding more service businesses in order to meet with “Corporate’s Mission” - that is to provide reliable, sustainable, and state-of-the-art business estates. 3.7 The Community and Society: The Company is deeply concerned for the social safety, environment quality and society, and local community. The Company fully and continually supports local community and social activities. Also the Company strictly complies with all regulations and objectives behind regulations. 3.8 Environment: Amata Group has operated efficiency land development for industrial business, utilities, and services to foreign investors and in the country that invest in Thailand. Meanwhile, it should recognize in important of using natural resources as well as impact of environment and conserving Amata Corporation Public Company Limited
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the community very seriously. Amata Group has intended to perform various under the dedicated following: 1.
Amata Group will comply with environmental law and regulation strictly.
2.
Amata Group aims to prevent problems before the accidents occurred or at the scene shall not affect the environment.
3.
Zero waste discharge and then bring the treated water to utilize as much as possible.
4.
Amata Group focuses on their energy and resource in the production process to be economical and efficiency.
5.
Amata Group will improve the performance of wastewater treatment systems, trap water producing system, solid waste management system, general waste and reuse water system to be better all the time.
6.
Raising awareness of staff to help preservation the environment by using the slogan “Green and Clean”.
7.
To promote the environmental policy to all employees and anyone else who working with the Amata Group and revealed to general public that the company has managed and preserved environment with well-received ISO 14001 Certificate from TUV Anlagentechnik GmbH at the Amata Nakorn Industrial Estate and Amata City Industrial Estate since 26 June, 2000.
Contacts for Stakeholders The company welcomes useful and value-adding opinions from its stakeholders, which can be communicated to the Board of Directors through the following channels: • Sending an e-mail message to cs@amata.com • Mailing a letter to: Board of Directors, Amata Corporation Public Company Limited 2126 Kromadit Bldg., New Petchburi Rd., Huaykwang , Bangkok 10310. The Company Secretary will be responsible for receiving the letters and pass them on to a committee or relevant Directors without passing through the company management for verification and investigation. Petitions on financial and accounting reports, internal control, risk management and compliance to the law will be forwarded to the Audit Committee. With regard to complaints or other sensitive issues, the company will protect the informant and keep all opinions secret and will respond in a private manner within 15 days from the date of receipt of such information.
4. Disclosure and Transparency The company has a policy to disclose financial reports and other information related to its business and operating performance to the public via different channels strictly in accordance with the requirements of the law and in a thorough, transparent and timely fashion. The company discloses information to reflect its transparency as follows: 4.1 Disclose both financial and non-financial information accurately, comprehensively, timely and transparently. Merging Innovative Technology with Environmental Sustainability
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4.2 Prepare the report of the Board’s responsibility for financial statements and present it along with the Audit Committee’s report in an annual report. 4.3 Require that all Directors and top executives disclose/report their securities trading to the Board of Director’s meeting and disclose their securities holdings, both direct and indirect (spouse or minor children), as well as the changes in securities holdings of the directors and top executives by reporting the number of shares they held at the beginning of the year and at year-end together with the number of those traded during the year in the Company’s annual report. 4.4 Disclose detailed information on the operation and investment structure in subsidiaries and associates. 4.5. Disclose the name and role of each of the members of the Board of Directors and all Committees, the number of the meetings convened, and the number of attendances of each member. 4.6. Remuneration of the directors which must be approved from a meeting of the Shareholders. The detail of remuneration is disclosed in the section Remuneration of Directors in this report. 4.7. Report from the Audit Committee. The Audit Committee is responsible for an evaluation of financial statement and submits such a financial statement to the Board of Directors. The Company Management is responsible for the financial statement of the company itself, and of the consolidated financial statements of the company and its subsidiaries. These financial statements were prepared in accordance with Thai Financial Reporting Standards and evaluated and certified by Ms. Siraporn Ouaanunkun, a certified Public Accountant of EY Office Limited. All information, financial and non-financial, is disclosed on the basis of total and consistent accuracy. 4.8. Disclose the policy on environmental and social responsibilities, including the operating results. 4.9. The Company accepts any inquiry from the public through its Investment Relation Office. In 2014, the Company participated in conferences organized by several institutions. In addition, analysts, investors, stakeholders and others who are interested in the company’s operation may make a company visit upon appointment to gain further information on company’s operation and progress of projects. Activities Road show Opportunity day Company visit /conference call
Times 15 4 81
All of the information mentioned above was disclosed to the public via the Securities and Exchange Commission or the Stock Exchange of Thailand, and the company’s website in both Thai and English languages.
5. The Responsibilities of the Board, Structure, and the Subcommittees Structure of Board of Directors The Board of Directors comprises of highly qualified and nationally well-known experts. The Board and the Company Executives work in collaboration to decide upon company’s policies, short-term and long-term implementation plans, risk management, and the company’s overall picture. The Board of Directors also has an important role in independently supervising, monitoring, and evaluating an overall operation of the company and the Company Executives in accordance with the company’s plans.
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Currently the Board of Directors consists of seven directors. There are four Executive Directors as Directors of the Board, and three Independent Directors (See detail on page 55). This structure complies with the company’s guideline which is stricter than the Securities and Exchange Commission’s regulation. Moreover, the Board of Directors appoints sub-committees to deal with particular issues and to report to the Board of Directors for approval. Currently there are three sub-committees which are the Executive Committee, the Audit Committee, and the Nomination & Remuneration Committee. The detail of each sub-committee’s function is on page 70 to page 73.
The Board of Directors’ Authorization The Board of Directors is empowered to authorize various matters in accordance with the scope of authority stipulated by laws, the Company’s Articles of Association, the Board of Directors charter, and the shareholders’ meeting resolutions. Such matters include defining and reviewing corporate vision, operating strategies, operating plans, risk management policy, annual budget and business plans. Added to this is the defining of the target operating results, following up and assessing the operating results to ensure they are consistent with the plan.
Separation of the Roles of the Board of Directors and the Management The Company clearly separates the responsibility between the Board of Directors and the Company Executives (chief executive officer). The Board of Director is responsible in making the company’s policies and overseeing the operation of the Company Executives. While Chief Executive Officer manages the company according to the policies set forth by the Board. Thus, the Chairman and the Chief Executive Officer is not the same person.
Nomination of Directors The Nomination & Remuneration Committee is responsible for nominating highly qualified candidates to the Board of Directors to succeed directors whose terms have expired. The Board of Directors then nominates the candidates to the shareholder meeting to be voted by the shareholders. The nomination must be based upon a list of highly qualified candidates who are experts from various professions, have strong leadership, are visionary and highly ethnical with clean records, and possess independent minds. The Company does not have an age limit for the candidate or a limit on numbers of company he or she may preside on the Board of Directors. The company believes that age and numbers of company that the committee presides do not affect the committee’s competency and skills as long as such committees fully devote their time and expertise to the company by making decisions and providing recommendations that meet the company’s high expectations. In addition, the company does not set term limits because the company firmly believes in the rights of the shareholders to consider the most qualified people to act on their behalf and to make the best decisions to oversee their company. Only the appropriate tenure of the Audit Committee should not exceed 3 consecutive terms, except when a member of Audit Committee is deemed appropriate to serve for a longer tenure. The Board of Directors will consider the independency and functional efficiency of such Director.
New Director Orientation In carrying out his/her duties as part of the Board, a Director needs to understand the nature of the company’s business operations, especially when the Director is first elected. The company will arrange for an orientation to introduce the new Director to the overall nature of the company’s operations, impart him/her with information Merging Innovative Technology with Environmental Sustainability
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important and crucial to conducting his/her duties and guidelines for good corporate governance. The Company Secretary is responsible for arrangement of the orientation.
Meeting of Board of Directors It is an important duty of the Directors to regularly attend the meetings of Board of Directors to be informed and to collectively make a decision upon the operation of the company. There must be at least five meetings of Board of Directors a year. Each meeting must have a set of meeting agendas circulated to the Directors prior to the meeting date. Special board meeting can be arranged for an urgent issue. Non Executive Directors may convene among themselves to discuss current issues related to management without the participation of the management and report the result of the meeting to the Chief Executive Officer. The Chairman and the Chief Executive Officer work together to set the meeting’s agenda items and to consider proposals and opinions of Directors to be included as meeting’s agenda items. In 2014 there were five regular meetings of the Board of Directors. All meetings were set in advance. The Company sent out all documents for the meeting to the Directors at least 5 working days in advance of the meeting date with sufficient time to review the documents for the meeting. At the meeting, the Chairman as the chair of the meeting ensures the free discussion on the agendas among the directors. A resolution must be passed by the majority of the meeting attendance. Each director has one vote. Any director that has a vested interest on the issue will not attend the meeting or will not vote on that issue. The chairman of the board has an extra vote when there are an equal number of votes cast for a resolution. Company Executives may attend the meeting of the Board of Directors to inform the board relevant information and to be informed by the meeting the company’s policies. However, to ensure the autonomy of the board in making decision, the Company Executives and/or the Executive Directors as Directors of the Board may not be allowed to attend such meetings. When the meeting ends, the Secretary to the Board of Directors is responsible for preparing the meeting’s minutes and sending it to the Chairman to certify with his signature for its accuracy. The minute will be circulated to all directors and must be approved in the next meeting as the first agenda item. In the meeting, directors may express their opinion to revise the minutes for more accuracy. An approved minute will be classified as a confidential document and kept at the Company office. The approved minute will also be kept with all meeting documents in electronic form for further enquiry and reference.
Evaluation of the Board of Directors’ Performance The Board of Directors determines that their performance be evaluated once a year. Its members comes together to jointly consider all issues and challenges and find ways to correct and improve them, so that they can perform more efficiently. In such evaluation, every Director evaluates the entire Board as a whole. Amata Corporation Public Company Limited
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Director Development: To improve effectiveness of all committees, the Company fully encourages members of the committees and company executives to attend training programs that are beneficial to their assignments and to meet with committees and company executives of other institutions. The programs range from training programs of other companies, government regulatory agencies, and autonomous constitutional regulatory agencies such as executive programs of the Thai Institute of Director Association that the Securities and Exchange Commission requires that a director of a registered company must finish at least one program, i.e. Directors Certification Program (DCP), Directors Accreditation Program (DAP) and Audit Committee Program (ACP). Therefore, to bring the knowledge and experience to develop the company in the future. To support the operation of the Board of Directors, the Company set up the secretary office to coordinate between directors and executive directors. The secretary office also coordinates with the board on legal issues and regulations, oversees activities of the board, and enforces the board’s resolution.
Remuneration for Directors and Company Executives The Directors are remunerated in 3 parts namely monthly compensation, meeting fee (per time, only if attend) and bonuses. Monthly remuneration to be paid every month as follows: Chairman 35,000 baht/ month Vice-chairman 25,000 baht/month Other Board members 20,000 baht/ month Meeting attendance fee to be paid to directors attending the meeting each time as follows: Chairman Vice-Chairman Other board member
50,000 baht/time 40,000 baht/time 30,000 baht/time
Annual Bonus to be paid every year at 1.2% of the dividend The company has clearly and transparently defined policy on remuneration to its Directors, taking into consideration the company’s operating performance and the Directors’ scope of duties and responsibilities compared to the industry’s norms. Directors that are assigned additional duties and responsibilities in different Committees receive additional compensations proto rata to their increased responsibilities. Remuneration for member of audit committee: Meeting attendance fee to be paid to members attending the meeting each time as follows:
Chairman Other board members
50,000 baht/time 30,000 baht/time
Remuneration for members of nomination & remuneration committee: Meeting attendance fee to be paid to members attending the meeting each time as follows:
Chairman Other board members
50,000 baht/time 30,000 baht/time
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Initially the Nomination and Remuneration Committee will consider remunerations and propose to the Board of Directors meeting for its consideration and to the Shareholders meeting for its approval. Details of each Director’s monthly salary, meeting allowance, bonus, and remuneration as being in a sub-committee which were approved by the Shareholder Meeting can be found in this report on page 57. The Nomination and Remuneration Committee will decide upon the remuneration of the Company Senior Executives based on each executive’s responsibility, individual performance, and the company’s performance.
Control of Information within the Company The Company fully complies with the regulation of Securities and Exchange Commission and the Stock Exchange of Thailand. The Board of Directors is deeply concerned with how to handle conflicts of interests among all sides with principles of deliberation, fairness, and transparency. If a conflict of interest takes place, a resolution must be made upon careful deliberation. Information of such conflict must be clearly disposed promptly to protect the interests of the company. The Company will protect the confidentiality of its customers and shareholders, and maintain the customer’s trust. The Company keeps all of business confidentiality of its customers as confidential and will not disclose any customer’s information without the customer’s permission. The Company set up a guideline and regulations to prevent the misuse of electronic information and data to ensure confidentiality of the customers and shareholders and the best use of electronic communication within the firm that helps the Company reduces the cost and enhances its productivity. All misuse of information, including the misuses of information against the laws, inappropriate uses, uses against Business Code of Conducts, and unauthorized uses of information will result in severe penalty in accordance with the Company’s regulation. The Company also prohibited any transaction of the Company’s securities during the Blackout Period. Such prohibition not only protects the rights of the shareholders but also prevents conflicts of interests. Furthermore, the Company hired Thailand Securities Deposit Co., Ltd. to make a monthly list of Shareholders. To prevent conflicts of interests in the organization, the Company has a clear and transparent structure without an existence of any kind of shareholders agreement or legal syndication agreement among its shareholders. Moreover, to prevent any interference of responsibility among the staff, the Company has a clear separation of responsibility between the Board of Directors, Management Office, and Shareholders. A Director or Company Executive who has any vested interests with an agenda item in the meeting will not attend the meeting or will not vote to ensure the fairness of the decision of the Board of Directors and/or Company Executive and to ensure the best interests of the Shareholders. The Company clearly discloses in its Annual Report structure of shareholding and numbers of common shares owed by the Board of Directors.
The Company Secretary The Board resolved to appoint Mrs. Varaporn Vatcharanukroh as the Company Secretary to provide support in the preparation of meeting agendas and convening notices and the oversight and organization of Board of Directors meetings, the Sub-Committees’ meetings, and Shareholders meetings. The Company Secretary also Amata Corporation Public Company Limited
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prepares the minutes of Board of Directors meetings, the Sub-Committees’ meetings, shareholders meetings and annual reports as well as maintains proper filing of documents as required by the laws and counsels the Board of Directors on carrying out its duties in compliance with the relevant laws, rules and regulations. The Company Secretary also ensures that the Board of Directors and the company disclose information accurately, completely and transparently. The appointed Company Secretary is deemed by the Board of Directors to be qualified, knowledgeable and able to carry out the duties of a company secretary. Policies and Procedures for Senior Executives in Taking up Directorships in Other Companies In considering nominating its senior executives for directorships in its subsidiary or affiliate companies or other companies, the company focuses on their knowledge, abilities and qualifications. Information about each individual senior executive’s taking up of directorships in other companies is disclosed in the annual report and Form 56-1.
Board of Directors The company management structure consists of four committees: The Board of Directors, The Executive Board, The Audit Committee and The Nomination & Remuneration Committee.
Responsibilities of each Committee The Board of Directors The scope of power, duties, and responsibilities of the Board of Directors are as follows: 1. To have a clear understanding of the vision, goals, and strategies in the operation of the Company in order to perform their duties in accordance with the laws, objectives, articles of association of the Company, the resolutions of Board of Directors, and the resolutions of the shareholders’ meeting with responsibility, diligence and honesty; 2. To determine the details and approve the vision, business strategies, direction of the business, business policy, goals, procedures, operation plan, and the budgets of the Company and its subsidiaries as prepared by the Chief Executive Officer (“CEO”) and the management department; 3. To supervise the management and performance of the CEO, the management department, or any persons authorized to perform such duties in order to comply with the policies stipulated by the Board of Directors; 4. To continuously monitor the performance of the Company in order to comply with the operation plan and the budgets of the Company; 5. To procure the Company and its subsidiaries to use an appropriate and effective accounting systems, and to provide an internal control system and internal audit system; 6. To provide financial statements at the end of each fiscal year of the Company and to sign to certify such financial statements in order for their being proposed to the shareholders for approval in the Annual General Meeting;
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7. To consider and approve the selection and appointment of auditor(s) and consider appropriate remuneration as proposed by the Audit Committee prior to the proposal to the shareholders for approval in the Annual General Meeting; 8. To provide written policy about good corporate governance and to effectively apply such policy in order to ensure that the Company fulfills responsibility to all relevant parties with fairness; 9. To consider and approve the appointment of persons who are qualified, and are not prohibited under the Public Companies Limited Act B.E. 2535 (1992) (as amended from time to time), the Securities Exchange Act B.E. 2535 (1992) (as amended from time to time), and the relevant notifications and/or regulations in the case that a directorship becomes vacant due to other reasons apart from retirement by rotation. In addition, to consider and approve the appointment of directors to replace directors who retire by rotation, and to determine the remuneration as proposed by the Nomination & Remuneration Committee prior to the proposal to the shareholders’ meeting for approval; 10. To appoint sub-committees such as the Audit Committee, the Executive Committee, the Nomination and Remuneration Committee, or any other sub-committees, and to determine the powers and duties of such sub-committees to help and support the performance of duties of the Board of Directors; 11. To appoint Executives and Company Secretary, and to determine the remuneration of such Executives; 12. To seek professional opinions from the external organizations when necessary for appropriate decisions; 13. To encourage the Directors and Executives to attend various seminars of the Thai Institute of Directors related to the duties and responsibilities of the Directors and Executives; In this regard, the assignment of powers, duties, and responsibilities of the Board of Directors shall not be granted or sub-granted which causes the Board of Directors or the attorney to approve transactions in which the Board of Directors, or the attorney, or any person who may have any conflict of interest (as defined in the Notification of the Securities and Exchange Commission Thailand and the Notification of the Capital Market Supervisory Board), may have interest, or receive any benefits, or any other conflict of interests with the Company or its subsidiaries, except where the approval of such transaction is consistent with policies and rules approved by the shareholders’ meeting or the Board of Directors. The Executive Board The Executive Board shall have duties and responsibilities on the following matters: 1. Raw land procurement for the implementation of the industrial estate business 2. Acquisition of assets (excluding raw land in No.1) worth not more than 10 million baht for use of the Company. 3. Registration of transferring, leasing, mortgaging and subdividing of land title deeds, application for licenses, permits, and other official amendments etc. with the authorities concerned in relation to operation of the company’s business. 4. Opening new bank accounts, making money deposits with financial institutes other than existing banks/ financial institutes on regular transactions, securing new loans, giving loans to third parties. 5. Providing loan guarantees for subsidiary companies at a total limit of 1 billion baht. Amata Corporation Public Company Limited
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6. Securing a new loan of up to 500 million baht per time to be used for business operation of the company. The Audit Committee The Audit Committee of the Company has the scope of duties and responsibilities, and shall report to the Board of Directors, to: 1. Oversee the reporting process of the financial information that it should be correct and sufficient. 2. Oversee to ensure that the Company has a suitable and effective internal control and internal audit systems, to ensure the independence of the internal audit department. The audit committee shall approve any selection, rotation or termination of the department heads of the internal audit department or any other departments responsible for the internal audit system of the Company. 3. Ensure that the Company follows all the SEC’s and SET’s laws and regulations and other laws and regulations relevant to the Company’s business. 4. Consider, discharge, select, and recommend the Company’s auditor and its remuneration. Have a meeting with the external auditor once a year, without the management team being present. 5. Ensure that the firm complies all related rules when there is a connected transaction or transaction that may lead with conflict of interests. 6. Ensure full coverage of the audit committee’s monitoring activities. The report must be signed by the Chairman of Audit Committee, Mr. Anucha Sihanatkathakul who has strong financial experience, and disclosed in the annual report. The report should include the following: -
Comment on accurateness, completeness and credibility of the Company’s financial report
-
Comment on an adequacy of the firm’s internal control system
-
Comment on the Company’s compliance with SEC’s and SET’s laws and regulation and other laws relevant to the Company’s business
-
Comment on suitability of the external auditor
-
Comment on transactions that may cause conflicts of interest
-
Number of meetings of the audit committee, and attendance of each member
-
Comment on other concerns that have arisen as the audit committee performed its duties as defined in committee’s charter.
-
Any other transactions that all shareholders and general investors should know under the scope of duties and responsibilities of the audit committee assigned by the Board
7. Anything else as assigned by the Board and has been approved by the audit committee. The Nomination & Remuneration Committee Their scope of authority and responsibility is as follows: 1. To produce a plan of succession and a means whereby to replace directors whose terms have expired. 2. To consider candidates to succeed directors whose terms have expired and propose their names for deliberation by the Board of Directors and approval by a meeting of shareholders. Merging Innovative Technology with Environmental Sustainability
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3. To prepare plans of succession for the CEO and other senior executives and propose them to the Board of Directors for consideration. 4. To propose methods to evaluate the performance of directors and the Board of Directors and monitor the results of such evaluations. 5. To propose guidelines and methods of payment of remuneration, including bonus and attendance fee, to the Board of Directors and the Subcommittees appointed by the Board. 6. To propose policy on management incentives, including salary and bonus, in line with the company’s operating results and the performance of each executive, and whenever it deems appropriate, the committee shall consider the hiring of consulting firms to advise on project implementation. 7. Prior to the submission of the CEO’s remuneration for the Board of Directors’ approval, the Remuneration committee shall assess the president’s performance on an annual basis. 8. Prior to the submission of top executives’ remuneration for the Board of Directors’ approval, the Remuneration Committee shall assess the performance of each individual executive on an annual basis, based on the CEO’s recommendations. 9. Consider, before presenting to the Board of Directors, the budget for the salary increase, change of wage/remuneration and bonus of senior executives. 10. Regularity review, study and track the changes and trends in remuneration for the Board of Directors and the executives and report its findings to the Board for approval. 11. Consider the annual remuneration for the Board of Directors and executives, as compared to the remuneration offered by other listed companies operating in the same business, to ensure that AMATA retains its leadership in that industry and to motivate them to foster the continuing development of the company. 12. Regularly make a progress report on the results of performance and submit it to the Board of Directors after the meetings of the Nomination & Remuneration Committee. 13. Assess the Remuneration Committee’s performance and report the results to the Board of Directors. 14. Should there be any alterations to the Charter, the Nomination & Remuneration Committee shall review and recommend appropriate improvements, revisions to the Board of Directors for its resolution in keeping it up-to-date and applicable. 15. Perform other duties as assigned by the Board of Directors.
Appointment of Directors and Executive Directors Nomination and Remuneration committee will consider the nomination of directors. Independent directors must be independent from the major shareholder, the management and the related persons of the company, with the following characteristics: 1. Holds not more than 1% of the total outstanding voting shares of the company, the company’s major shareholder, a subsidiary or an associate or in any juristic person with a conflict of interests, including shares held by a person related to independent director. 2. Is neither a director that has a management authority nor an employee, staff, advisor on retainer, authority figures of the company, the company’s major shareholder, a subsidiary, an associate, a Amata Corporation Public Company Limited
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subsidiary of the same tier (brother company), or any juristic person with a conflict of interests, both in the present and at least two years prior to taking the independent directorship. 3. Is not involved in the following business relationship with the company, the company’s major shareholder, a subsidiary, an associate, or any juristic person with conflict of interests in a nature which may obstruct his independent judgment, both in the present and at least two years prior to taking the independent directorship. 3.1
Is neither an auditor nor major shareholder, non-independent director, management, and the managing partner of the company’s audit firm.
3.2 Is neither professional service provider such as legal or financial advisor nor asset appraiser, whose service fee exceed 2 Million Baht per year, for the company, the company’s major shareholder, a subsidiary, an associate, or any juristic person with a conflict of interests and is neither major shareholder, non-independent director, management nor the managing partner of the such service providing firm. 3.3 Received no benefit directly or indirectly from business transactions namely, normal trading activities, rent or lease of property, transactions related to assets or services nor provide financial support to the company, the company’s major shareholder, a subsidiary, an associate, amounting to 20 Million Baht or equivalent to 3% of the tangible assets of the company, whichever is lower. The term is applicable to all transactions occurred within one year prior to the date of business relationship and the independent director must not be major shareholder, non-independent director, management nor the managing partner of such firms. 4. No relationship by blood or legal registration, in a nature that makes the independent director a parent, spouse, brothers and sisters, children nor spouse of children of management, major shareholders, authority figures or nominees for management and authority figures of the company or a subsidiary. 5. Is not appointed as a representative of the company’s director, major shareholders or shareholders who are related to the major shareholders of the company. 6. not undertaking any business in the same nature and in competition to the business of the applicant or its subsidiary company or not being a significant partner in a partnership or being an executive director, employee, staff, advisor who receives salary or holding shares exceeding one percent of the total number of shares with voting rights of other company which undertakes business in the same nature and in competition to the business of the applicant or its subsidiary company. 7. Can look after the interests of all shareholders equally. 8. Can prevent conflicts of interest. 9. Manage to attend the Board meetings and make independent decisions. 10. Is not a person whom SET has determined inappropriate to serve as an executive, according to SET regulations. 11. Has never been convicted of violating Security or Stock Exchange laws, nor laws governing the investment business, securities brokering, or credit fonciers, or commercial banking laws, or life or general insurance laws, or money laundering laws, or any other law of a similar nature, whether Thai Merging Innovative Technology with Environmental Sustainability
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or foreign, and is guilty of wrongful acts relating to trading in shares or the perpetration of deceptions, embezzlement, or corruption. 12. No other impediments or impairments to express independent opinions concerning the operations of the company. 13. If qualified for the item 1-12, the independent director may be assigned by the Board of Directors to make decisions relating to business operations of the company, the company’s major shareholder, a subsidiary, an associate, a subsidiary of the same tier (brother company) or any juristic person with a conflict of interests, on the basis of collective decision, whereby such actions are not deemed partaking of management. Nomination and Remuneration committee will consider the nomination of directors to replace directors who will be terminated and present to the Board of Director and shareholder’s meeting for approval. The number of directors shall be set by a general meeting, Directors may be withdrawn with the consensus of those present at the general shareholders meeting. The consensus must have at least 3/4 the number of shareholders who attend the meeting and have the right to vote. In addition, the number of shares must not be less than half the number of shares present and eligible to be voted. If a directorship is or becomes vacant for any reason, except term expiration, the Nomination Committee can select any qualified candidate in the next board meeting, provided the term is not longer than two months, The selected director has his or her own term equal to the term of the director whom he or she replaces or represents. The consensus must be at least 3/4 of the remaining directors. If the term of any director expires for any reason, the appointment of a new director will be decided by the meeting of shareholders. In this regard, the meeting of shareholders must consider and abide by the following regulation by the screening consideration of the nomination and remuneration committee :1. Each shareholder has only one vote per one share 2. Each shareholder must use all his or her votes (shares) as stipulated in clause I to elect one candidate or many to become director. In addition, he or she shall not split his or her voting right between or among candidates for a single directorship. 3. The persons elected to be the director must have the highest tally descending order. In case of equality of vote, the Chairman shall cast the deciding vote. The Nomination and Remuneration Committee also prepare the company’s succession plans covering the positions of Chief Executive Officer, Chief Operating Officer, Chief Business Development Officer, Chief Financial Officer and Chief Marketing Officer. To ensure that the company will always have knowledgeable and capable management, candidates are selected, developed and trained to be ready for future appointments for such positions.
Control of the Company and its subsidiary companies Investment policy The Company has the policy to invest in the following business activities :Amata Corporation Public Company Limited
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1. The Company will use our assets as an equity in a joint venture company ; i.e, using the land as an equity in a joint venture company. 2. The Company will invest in service businesses which will support activities and/or manufacturing of customers in Amata industrial estates. 3. The Company will seek for business partners who are expertises in the business they are doing. The Company will also seek for reputable partners with good management team, good image, and good and reliable background. Control of the companies we are investing in 1. The Company will send an executive who iscapable in that particular business to act as a director in a joint venture company (the number of directors from the Company will match with the share holding ratio in a joint venture company or under the agreement we have with a joint venture company. 2. Monitor the operating performance of the joint venture company under good and fair price policy. In the event there are complaints from the customers, the Company will examine and remedy the complaints the soonest. 3. The staff of the Company will coordinate with the staff of a joint venture company in order to provide them with good support. 4. In case there are any problems, the executives of the Company will consult with the executives of a joint venture company to find good solutions.
Internal Information Management The company sets the regulation to prevent Insider Trading by a member of Executive Committee and staff (including spouse and minor) who have access to information, as follows: 1 The Company prohibits a member of Executive Committee and staff (including spouse and minor) who have access to information to buy or sell the companyâ&#x20AC;&#x2122;s securities within two weeks prior to the disclosure of the three-month financial statement and the annual financial statement. The prohibition extends to the Blackout Period (24 hours after the financial statement disclosure). 2 Any committee and staff who have access to non-public information which may affect the price of the companyâ&#x20AC;&#x2122;s securities shall be prohibited to trade the companyâ&#x20AC;&#x2122;s securities not until 24 hours after such information is disclosed to the public. The Company also prohibits its executives and departments to disclose any nonpublic information to person outside company or person who is not in charge to prevent the misuse of such information. 3 Board of director and executive, including spouses and minors who change an amount of his or her
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share holding must report to the Securities and Exchange Commission of Thailand within three days of the transaction date, in accordance with Section 59 of the Securities and Stock Exchange Act 1990.
Remuneration for the Auditor 1. Audit fee The company and its subsidiaries have paid audit fee to following auditors: -
An auditor for the past year audit for Baht 0.-
-
An office where the company auditor engaged or personnel involved in the past year audit for Baht 5,731,768.54
2. Non- Audit fee The company and its subsidiaries have paid service fees in connection with preparing the consolidated financial statement and cash flow statement, and translating the financial statement, to: -
An auditor for the past year services for Baht 0.- and payable for continuing services for current year for Baht 0.-.
-
An office where the company auditor engaged or personnel involved in the past year service for Baht 342,400.00 and payable for continuing service for Baht 0.-
Amata Corporation Public Company Limited
The Contributions
We are building integrated and sustainable cities with eco-friendly infrastructure together with sound social and environmental policies.
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Corporate Social Responsibilities
The sustainability report and its data is prepared in accordance with GRI version G4. You can find information on Amata’s Sustainability Report at www.amata.com.
POLICY AGAINST FRAUD AND CORRUPTION On November 25, 2014, The company stated its position on the “Collective Action Coalition” on anti-corruption practices, a collaboration jointly undertaken by the Thai Institute of Directors Association (IOD), the Thai Chamber of Commerce, the Joint Foreign Chambers of Commerce in Thailand, the Thai Listed Companies Association, the Thai Bankers Association, The Federation of Thai Capital Market Organizations and the Federation of Thai Industries . The company is undertaking studies and preparing anti-corruption measures to ensure compatibility with IOD’s certification process.
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Internal Control and Risk Management
Internal Control and Audit Systems The company values appropriate and sufficient internal control system. It has put in place an internal control system that is comprehensive from both financial and operational standpoints. Roles, duties and authorities are defined in accordance with the laws and the companyâ&#x20AC;&#x2122;s regulations. For the internal control system to be efficient and independent and free from interference, the company has appointed Porama Consultant Co., Ltd., led by Mrs. Pemika Sangsanor (Master of Business Administration Professional Program, Assumption University, with more than 8 years internal audit experience) for its outsourced internal auditor. The internal auditor audits the operations of all units and reports the results directly to the Audit Committee and the Chief Executive Officer, so that the management is able to deal with problems in time. The internal auditor must be evaluated by the Audit Committee as well. The secretary of the audit committee will be operated as an administrator and liaison between Porama Consultant Co., Ltd., and the audit committee. The audit committee has meeting with the external auditor and Porama Consultants Co., Ltd., to know the weakness of the internal control system and has reported to the committee about the appropriateness and adequate of internal controls. In 2014, the audit committee has reported to the Board of Directors about the inspection in the Board of Directors Meeting No. 2/2015 on February 17, 2015 that the company and its subsidiaries has efficiency internal control systems to be able to protect the assets of the company and its subsidiaries which arising from its illegal use. In the fiscal year ended December 31, 2014 the Audit committee found no such an action.
Risk Management The Company has formed a Risk Management Team consisting of managements of the company and its subsidiaries. They regularly meet to assess the overall risks facing the entire organization, both from internal and external factors. They analyze all risk factors, the probability of occurrence and the levels of impacts. They jointly devise risk mitigation measures and specify the parties responsible for such mitigations. The Risk Management Team will monitor the risks as planned with collaborations and coordination from the various departments and report the results to the Audit Committee. The Audit Committee will evaluate the efficiency of the risk management effort and report the results to the Board of Directors at least once a year to help identify weaknesses and enhance the efficiency of the policy.
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Related Party Transactions
The Board of Directors has observed with care transactions with conflicts of interest and connected transactions by setting policies, regulations and guidelines for practices in compliance with related laws, companyâ&#x20AC;&#x2122;s regulations, and regulations of SEC, SET and good corporate governance. Anyone having interest in any transactions with the company or having any connected transactions shall notify the company without delay. These persons shall not allow to make decision and will have no authority to approve such transactions. That means transactions shall be approved by disinterested persons. The decision-making process shall be transparent, for the firmâ&#x20AC;&#x2122;s best interests and on an armâ&#x20AC;&#x2122;s length basis, open and accompanied by sufficient disclosure of information as shown in the remarks of financial statement ended December 31, 2014 - Item No. 6
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Key Financeial Ratio
Financial summary: Amata Corporation PCL. and its subsidiary companies Amata Corporation Public Company Limited
Amata Corporation Public Company Limited and its subsidiaries
As at 31 As at 31 As at 31 As at 31 As at 31 As at 31 December December December December December December 2014 2013 2012 2014 2013 2012
Key Financial Ratios Liquidity Ratio Current Ratio
(Times)
2.58
1.09
1.10
2.48
1.50
1.47
Quick Ratio
(Times)
0.11
0.09
0.07
0.55
0.43
0.37
Cash Flow Liquidity
(Times)
0.74
0.15
0.26
0.58
0.48
0.56
Accounts Receivable Turnover (Times)
27.11
20.41
50.54
17.84
18.56
23.24
Average Collection Period
(Days)
13.46
17.89
7.22
20.46
19.66
15.71
Inventory Turnover
(Times)
0.30
0.24
0.21
0.31
0.39
0.29
Average Inventory Turnover Period
(Days)
1,211.89
1,491.14
1,712.56
1,164.25
926.55
1,267.79
Accounts Payable Turnover
(Times)
8.57
6.67
6.26
3.95
3.93
3.39
Payment Period
(Days)
42.59
54.69
58.32
92.48
92.85
107.59
Cash Cycle
(Days)
1,182.76
1,454.34
1,661.46
1,092.23
853.36
1,175.90
Profitability Ratio Gross Profit Margin
(%)
64.20
61.19
62.18
51.76
47.97
50.20
Operating Profit Margin
(%)
53.19
39.44
37.79
30.07
21.15
26.75
Cash Flow from Operating Activities Margin
(%)
110.10
62.17
124.53
111.98
146.98
183.59
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Key Financeial Ratio
083
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Amata Corporation Public Company Limited
Amata Corporation Public Company Limited and its subsidiaries
As at 31 As at 31 As at 31 As at 31 As at 31 As at 31 December December December December December December 2014 2013 2012 2014 2013 2012
Key Financial Ratios Net Profit Margin
(%)
45.98
30.35
31.16
29.15
20.19
24.65
Return on Equity (ROE)
(%)
35.48
20.68
18.26
24.13
19.31
21.79
(%)
15.81
7.40
6.59
10.03
7.01
7.73
(Times)
0.34
0.24
0.21
0.34
0.35
0.31
Debt to Equity
(Times)
0.89
1.70
1.90
0.81
1.18
1.36
Interest Coverage
(Times)
9.41
3.48
4.24
9.94
10.13
10.24
Cash Flow Adequacy (Cash Basis)
(Times)
1.01
0.25
0.29
0.73
0.68
0.55
(%)
39.21
57.59
76.60
33.57
35.23
39.10
Efficiency Ratio Return on Assets (ROA) Assets Turnover Financial Policy Ratio
Dividend Payout
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MANAGEMENT DISCUSSION AND ANALYSIS FOR YEAR 2014
ECONOMIC AND INDUSTRIAL ESTATES Amidst the political uncertainty in Thailand at the beginning of the year, foreign direct investment has been slow down. After the coup in May 2014, in second half of Y2014 the political situation improved restoring the investment sentiments of consumption and industrial sectors. It was a positive sign of recovery of economic activities after many investment projects have been approved by the Board of Investment in Y2014. For Amata Corporation, the Company has adopted a diversification strategy by investing in neighboring countries such as Vietnam and Myanmar. Going forward to the year 2015, Thai economy will continue its slow recovery. The key factors that could help speeding up the foreign direct investment are the clarity and sustainability on government policy and investment on infrastructure projects.
REVENUE ANALYSIS
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7,506.1
7,630.1
2013
2014
2012
3,923.5 2011
3,178.5 2010
2009 2,230.1
2008
revenue
4,061.3
6,090.0
Amata Corporation Public Company Limited and its subsidiaries has total revenue for Y2014 amount of Baht 7,630 million, it can be summarized as follow:
MANAGEMENT DISCUSSION AND ANALYSIS FOR YEAR 2014
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A) Revenue from real estate sales For Y2014, Sales of Land was Baht 5,348 million, or an increase of Baht 5 million or equivalent to 0.1% growth comparing to Y2013 of Baht 5,343 million. The contribution of such growth in terms of value, where 57% was from the Company; 32% was from one of its subsidiaries (Amata City Co., Ltd.) and 11% was from other subsidiaries. Industrial Estate Land Sales for Y2014 were 1,417 rai compared with 1,791 rai for the same period of Y 2013, representing a 20.8% decrease.
B) Revenue from Others (Unit : Million Baht) Revenue REVENUES FROM UTILITY SERVICE REVENUES FROM RENTAL REVENUE FROM RIGHT OF WAY INTEREST INCOME OTHER INCOME TOTAL
Year 2014
Year 2013
Change
%
1,359.20 688.01 10.88 90.16 134.25 2,282.50
1,253.48 568.07 97.82 96.29 147.73 2,163.39
105.72 119.94 (86.94) (6.13) (13.48) 119.11
8.43 21.11 (88.88) (6.37) (9.12) 5.51
The table above has shown an increase of income of the Company and its subsidiaries as follows:1. The increase of income from utility services by 8.43%, where 7.80% was coming from water business and 0.63% from facility services. For the growth in water business reflecting a higher demand in the volume of raw water and waste water treatment supply from the increase of number of industrial estate customers. 2. The continuous growth in the rental income of ready built factories at 21.11% due to higher demand in ready built factories from different industry sectors in Thailand and Vietnam.
ANALYSIS OF GROSS PROFIT Â Revenue from real estate sales Revenue from utility services Revenue from rental Total
Year 2014 Revenue Gross profit
%
Revenue
Year 2013 Gross profit
(Unit : Million Baht) Change % In Points
5,347.58
3,156.35
59.02%
5,342.70
2,844.93
53.25%
5.77
1,359.20 688.01 7,394.79
221.85 449.17 3,827.37
16.32% 65.29% 51.76%
1,253.48 568.07 7,164.25
206.10 385.76 3,436.79
16.44% 67.91% 47.97%
(0.12) (2.62) 3.79
In Y2014, the Gross Profit was Baht 3,827 million, a 11.36% increase from the same period of last year. The Gross Profit margin improved to 51.76%. The main contribution was coming from the gross profit of sales of land where it has reached 59.02%, or +5.77 points as compared to Y2013. This was due to the mix effect of higher sales price from Amata Corporation PCL with higher gross profit margin. Amata Corporation Public Company Limited
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ANALYSIS OF ALL EXPENSES Expenses Selling expenses Administrative expenses Finance cost Income tax expenses Total
Year 2014 358.63 660.56 359.77 350.18 1,729.14
Year 2013 426.62 814.33 349.85 358.80 1,949.60
Change (67.99) (153.77) 9.92 (8.62) (220.46)
(Unit : Million Baht) % (15.94) (18.88) 2.84 (2.40) (11.31)
1. Selling expenses for Y2014 have decreased by Baht 67.99 million. The decreased was mainly coming from marketing and promotion expenses. 2. The decreased of Administration expenses by Baht 153.77 million where mainly due to the saving of maintenance expenses, personnel expenses, cost incurred for the flood protection spent. 3. Finance cost increased from prior year because of increasing in average short-term and long-term borrowings during the year. 4. The slight decrease in income tax expenses of the Company and its subsidiaries by Baht 8.62 million as compared to Y2013, mainly from income from transfer of land sale to customers and other non-BOI income.
FINANCIAL ANALYSIS
(Unit : Million Baht) %
Year 2014
Year 2013
Change
Total assets
22,136.79
22,203.24
(66.45)
(0.30)
Total liabilities Total shareholders’ equity
9,921.72 12,215.07
12,011.74 10,191.50
(2,090.02) 2,023.57
(17.40) 19.86
1. Total assets were almost the same position as compared to last year. 2. Total liabilities have been reduced by Baht 2,090.02 million as compared to last year, mainly due to the decrease in deposits and advances received from customers, and other payable. 3. For Y2014, Amata Group had long-term loans from banks amounting to Baht 6,495 million (Baht 4,197 million from Amata Corporation PCL and Baht 2,298 million from other subsidiaries), including the current borrowings portion was amounting to Baht 1,747 million. As at 31 December 2014, the Company’s longterm loans from banks comprise credit facilities totaling Baht 5,485 million (2013: Baht 4,585 million) under numerous agreements. Most of these loans carried interest at MLR minus certain rate, as stipulated in the agreement. The loan principle is to be paid in quarter and interest is to be paid in every month. Full settlement of these loans is to be made within October 2015 to November 2018 (2013: October 2015 to November 2018). The main purpose of the loan is for land purchase and development cost around Amata industrial estates.
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MANAGEMENT DISCUSSION AND ANALYSIS FOR YEAR 2014
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ANALYSIS OF TRADE AND OTHER RECEIVABLES As at 31 December 2014, the Company and its subsidiaries have a total trade and other receivables amounting to Baht 336 million, from trade and other receivables-unrelated parties amounting to Baht 289 million and other receivables-related parties amounting to Baht 47 million, age of receivables as follow: • • • • •
Not yet due amounting to Baht 155 million Past due up to 3 months amounting to Baht 15 million Past due longer than 3 to 9 months amounting to Baht 2 million Past due longer than 9 to 12 months amounting to Baht 2 million Past due over 12 months amounting to Baht 10 million
For the unrelated party debts of Baht 289 million in Y2014, the Company has made a provision of debts amounting to Baht 15 million. As the Company has a good policy and the protective measure on this debt collection, there will be no bad debt.
ANALYSIS OF CASH FLOWS
(Unit : Million Baht) Change %
Year 2014
Year 2013
Cash and cash equivalents at the beginning of period
1,129.34
1,784.18
(654.84)
(36.70)
Net cash flows from operating activities
2,866.76
2,834.59
32.17
1.13
(1,576.86)
(3,084.77)
1,507.91
(48.88)
Cash flows used in financing activities
(787.63)
258.09
(1,045.72)
(405.18)
Dividend paid to the shareholders
(590.73)
(702.42)
111.69
(15.90)
Net decrease in cash and cash equivalents Cash and cash equivalents at the end of period
(108.02) 1,021.32
(654.84) 1,129.34
546.82 (108.02)
(83.50) (9.56)
Net cash flows used in investing activities
1. The cash in from operating activities was mainly coming from the collection of accounts receivable offset cash outflows by reduction in deposits and advances from customers. 2. Significant cash inflows from investing activities, mainly were the lower of acquisition of land waiting for future development than last year, decrease deposits at bank, decrease in deposit for purchase of land. 3. During the year, Amata Group has repaid Baht 1,873 million of loans and interest expenses, received Baht 1,595 million baht of additional long-term loans for the expansion of new ready built factories and improvement of the existing water treatment plant, and paid dividend Baht 591 million.
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Annual Report 2014
FINANCIAL RATIO ANALYSIS Year 2014
Year 2013
Change
Favorable / Unfavorable
Net profit margin (%)
29.15
20.19
8.96
Favorable
Return on equity (%)
24.13
19.31
4.82
Favorable
Return on total assets (%) Debt to equity ratio (time)
10.03
7.01
3.02
Favorable
0.81
1.18
-0.37
Favorable
* Return on equity (%) =
Net profit attributable to Equity holders of the Company*100 Equity holders of the Company (average)
* * Return on total assets (%) =
Net profit attributable to Equity holders of the Company*100
Total assets (average)
As at 31 December 2014, the Company and its subsidiaries have contributed a net profit of Baht 2,223.97 million compared with the same period of last year, a favorable increase of Baht 708.39 million or equivalent to 46.74% growth. The decrease in debt to equity ratio is mainly from the reduction in deposit received from customer and increasing in shareholders’ equity due to profit during the year. Net debt to equity ratio (Gearing ratio) was 0.59 to 1 at year end 2014 and was 0.75 to 1 at year end 2013, lower than other companies in the same industry. With a lower net debt to equity ratio reflected a strong funding structure with flexibility.
OTHERS Changes in investments during the year • On 16 January 2014, a meeting of the Company’s Board of Directors passed a resolution approving the establishment of Amata Summit REIT Management Co., Ltd. to be the REIT Manager, Amata Summit Ready Built Company Limited, invested in all 100,000 ordinary shares, with a par value of Baht 100 each, of this company. And in principle whereby Amata Summit Ready Built Co., Ltd., will enter into the sale and lease transactions of investment properties with a trustee who acting on behalf of and for the benefit of the REIT. The transactions have approximate value not more than Baht 4,750 million (the final selling price will be mutually agreed between the contractual parties). • During Q4’ Y2014, Amata City Co., Ltd. had additional investments in Amata B.Grimm Power (Rayong) 1 Limited and Amata B.Grimm Power (Rayong) 2 Limited of Baht 3 million and Baht 8 million, respectively. The Company shareholdings in these companies are unchanged. • As at 31 December 2014, Amata Summit Ready Built Co., Ltd. has pledged its investment properties amounting to Baht 2,662 million (2013: Baht 1,709 million) as collateral against its long-term loans as described in the Note 18 to the financial statements.
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Report of The Audit Committee
To: The shareholders of Amata Corporation Public Company Limited In the year 2014, the Board of Directors of Amata Corporation Public Company Limited appointed an Audit Committee comprising of three independent directors, who were qualified according to the Regulation and Best Practice Guidelines for Audit Committee of the Stock Exchange of Thailand. At present, the Audit Committee of the Company comprising of Mr. Anucha Sihanatkathakul, Audit Committee Chairman, Mr. Noppun Muangkote and Assoc. Prof. Dr. Somchet Thinaphong, AuditCommittee Members, with Mrs. Varaporn Vatcharanukroh served as the secretary of the Audit Committee. The Audit Committee fulfilled the responsibility according to the scope, duties and responsibilities assigned by the Board of Directors that complied with the Regulation of the Stock Exchange of Thailand. There were 5 Audit Committee meetings in the financial year of 2014 and 1 Audit Committee meetings in 2015 until the reporting date, totally 6 Audit Committee meetings. Mr. Anucha Sihanatkathakul, Mr. Noppun Muangkote and Assoc. Prof. Dr. Somchet Thinaphong attended every meeting with management executives, external auditors and internal auditors when appropriate, pertaining to the following issues: 1. Review the interim and annual financial statements of 2014, by questioning and listening to the management and the external auditor clarifications, concerning the correctness and completeness of the financial statements and the adequacy of information disclosure, and acknowledged the financial audit plan of the external auditors for the year 2014. The Audit Committee agreed with the external auditors that the financial statements were correct adhering to the Thai Financial Reporting Standards. 2. Review the operation information and the internal control system, to evaluate the sufficiency, appropriateness and effectiveness of the internal control system to reach the specified objective, by reviewing the internal control system together with the external and internal auditors. The existing internal control system is found no weakness or significant deficiency, appropriate asset safeguarding, correct, complete and reliable information disclosure. In addition, the Audit Committee evaluated the internal control system complying with the Practice of the Securities and Exchange Commission. The external and internal auditors and Audit Committee had opinion that the Company had good internal control system and the system to monitor the operation of its subsidiaries that was adequate, appropriate and efficient.
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Annual Report 2014
3. Review the internal audit, by considered the mission, scope of work, duties and responsibilities, independency of Porama Consultant Co., Ltd., the Company’s internal audit, reviewed and approved the amendment of the Internal Audit Charter to be appropriate, up to date and comply with the internal audit practice manual of the Stock Exchange of Thailand, and approved annual audit plans that linked to corporate risk. The Audit Committee had opinion that the Company had the internal control that was adequate, appropriate and effective on par with international standard for the Professional Practice of Internal Auditors. 4. Review compliance with the Securities and Exchange Acts, Regulations of the Stock Exchange of Thailand (SET), and any other relevant laws, including the compliance with the Company requirement and obligations to external parties. The Audit Committee did not find any significant incompliance to the law, Regulations and the Company obligations to external parties. 5. Review the risk management process, to be link with the internal control system to manage the overall company business risk, by reviewed the Risk Management Policy and Manual, risk factors, risk management plan and progress. The Audit Committee had the opinion that the Company risk management process was complied with risk management manual, which covered the objective setting, risk identification, risk assessment, risk response and quarterly monitoring, setting of Key Risk Indicator (KRI) serving as an early warning system, crisis management plans to fit with the situation, Risk Appetite and Risk Tolerance, and also frequently reviewed risk to fit with the current situation. 6. Review and give opinion to connected transactions or transactions that may have conflict of interests, and information disclosure of such transactions to comply with Regulation of the Stock Exchange of Thailand (SET), and the Office of the Securities and Exchange Commission (SEC). The external auditors had opinion that the significant transactions with the connected persons were disclosed and shown in the Financial Statements and Note to Financial Statements and the Audit Committee had opinion as same as the external auditors and also considered that such transactions were reasonable and the most beneficial to the business of the Company and were disclosed correctly and completely. 7. Consider Appointing the External Auditors and their Remuneration for the year 2015 to propose to the Board of Directors to ask for the approval of the Annual Shareholder Meeting for the year 2015, which the Audit Committee considered the performance, independency and remuneration and concluded to propose appointing Ms. Siraporn Ouaanunkun (Certified Public Accountant No. 3844) and/or Mr. Supachai Phanyawattano (Certified Public Accountant No. 3930) and/or Mr. Khitsada Lerdwana (Certified Public Accountant No. 4958) of EY Office Limited to serve as the Company external auditor for the year 2015, with the remuneration of 1,560,000.-Baht. The Audit committee has the opinions regarding the external auditors as follows: • Based on past performance, the external auditors performed their duties with knowledge, professional competency, and gave recommendation regarding internal control system and various risks, and also had independency in performing their duties. • The proposed remuneration of Baht 1,560,000 is reasonable. It is same price as last year. • There was compliance with Regulation of the Office of the Securities and Exchange Commission (SEC) with regards to the changing of the financial statements signatory external auditor every 5 years. If Merging Innovative Technology with Environmental Sustainability
The Audit Committeeâ&#x20AC;&#x2122;s Report
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such auditors are appointed to be the external auditors for the year 2015, it shall be the fifth years. â&#x20AC;˘ The external auditors had no relation with the Company and its subsidiaries. In summary, the Audit Committee had fulfilled the responsibility of the Audit Committee Charter that was approved by the Board of Directors and found that the Company disclosed financial and operation information correctly, had appropriate and effectiveness internal control and audit, and risk management, complied with laws, regulations and obligations, disclosed the connected transactions correctly, performed duties in compliance with the Good Corporate Governance principles, with adequacy, transparency and reliably, and also developed the operation systems to be more qualified and fit with the changing business environment on a continuing basis.
February 16 , 2015
On behalf of the Audit Committee (Mr. Anucha Sihanatkathakul) Chairman of the Audit Committee
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Annual Report 2014
Report on the Board of Directorsâ&#x20AC;&#x2122; Responsibilities for Financial Statements
The consolidated and the company financial statements of Amata Corporation Public Company Limited and its subsidiary companies have been made in accordance with the generally accepted accounting principles for the benefits of the shareholders and to reflect the real results. The Board of Directors has appointed an Audit Committee with full qualifications as required by the Stock Exchange of Thailand to examine the preparation of the financial statements to reflect their correctness and to disclose any related transactions or conflicts of interest, if any, by major shareholders. The responsibilities of the Audit Committee include an evaluation of internal controls and internal audit for their efficiency in connection with rules and regulations of the Stock Exchange of Thailand and include the nomination of Auditor and audit fee for appointment by shareholders. The structure of management and internal controls in connection with the Auditorâ&#x20AC;&#x2122;s report ensure the Board of Directors that the financial statements of Amata Corporation Public Company Limited and its subsidiary companies as of December 31, 2014, represent fairly the financial position, results of operations, and cash flow statements prepared in accordance with Thai Financial Reporting Standards.
(Mr. Chackchai Panichapat) Acting Chairman
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(Mr. Viboon Kromadit) Acting Chief Operating Officer
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Independent Auditor’s Report
To the Shareholders of Amata Corporation Public Company Limited I have audited the accompanying consolidated financial statements of Amata Corporation Public Company Limited and its subsidiaries, which comprise the consolidated statement of financial position as at 31 December 2014, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information, and have also audited the separate financial statements of Amata Corporation Public Company Limited for the same period.
Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
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Annual Report 2014
I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.
Opinion In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Amata Corporation Public Company Limited and its subsidiaries and of Amata Corporation Public Company Limited as at 31 December 2014, and their financial performance and cash flows for the year then ended, in accordance with Thai Financial Reporting Standards.
Siraporn Ouaanunkun Certified Public Accountant (Thailand) No. 3844 EY Office Limited Bangkok: 17 February 2015
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Statement of financial position Amata Corporation Public Company Limited and its subsidiaries As at 31 December 2014
(Unit: Baht) Consolidated financial statements Note Assets Current assets Cash and cash equivalents Current investments - deposits at bank Trade and other receivables Short-term loans to subsidiaries Real estate development costs Other current assets Total current assets Non-current assets Investments in subsidiaries Investments in associates Investment properties Property, plant and equipment Deposits for purchase of land Land awaiting for future development Deferred tax assets Other non-current assets Total non-current assets Total assets
2014
2013
Separate financial statements 2014
2013
7 8 9 6 10
1,021,319,263 975,900,770 321,321,131 8,002,961,754 143,732,083 10,465,235,001
1,129,336,443 822,999,408 507,895,906 5,975,869,751 121,287,777 8,557,389,285
150,257,749 69,342,644 158,420,198 4,826,894,748 9,450,068 5,214,365,407
138,472,447 194,716,201 164,036,198 3,473,863,913 15,582,259 3,986,671,018
11 12 13 14
1,557,437,109 3,566,213,193 1,085,002,094 135,709,633 5,153,032,577 24,974,495 149,182,433 11,671,551,534 22,136,786,535
1,415,941,155 2,942,360,399 1,193,359,057 147,062,901 7,566,824,178 202,939,412 177,364,433 13,645,851,535 22,203,240,820
903,042,593 621,520,671 528,188,876 170,848,312 4,101,100 4,007,334,097 59,940,047 6,294,975,696 11,509,341,103
901,489,343 627,121,376 476,207,488 266,853,166 58,068,125 6,094,648,050 71,264,601 87,476,553 8,583,128,702 12,569,799,720
15 21
The accompanying notes are an integral part of the financial statements.
Amata Corporation Public Company Limited
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Annual Report 2014
Statement of financial position (continued) Amata Corporation Public Company Limited and its subsidiaries As at 31 December 2014
(Unit: Baht) Consolidated financial statements
Separate financial statements
Note
2014
2013
2014
2013
16
713,687,853
909,164,785
647,523,963
906,016,368
17 6 18
466,385,257 50,000,000 1,747,339,572 1,118,932,557
644,047,863 1,386,582,241 2,607,014,691
147,331,447 1,091,841,404 97,411,223
144,404,576 500,000,000 1,101,839,895 966,549,100
66,748,057 48,321,839 4,211,415,135
111,115,462 49,447,151 5,707,372,193
17,889,206 18,862,614 2,020,859,857
27,115,444 3,645,925,383
4,747,906,602
5,386,817,916
3,105,388,766 -
3,994,336,727 -
255,756,582 281,517,825 207,789,214 217,336,668 5,710,306,891 9,921,722,026
270,285,275 264,965,991 184,770,055 197,533,068 6,304,372,305 12,011,744,498
242,502,520 12,059,056 50,465,150 3,410,415,492 5,431,275,349
230,302,609 44,976,220 4,269,615,556 7,915,540,939
Liabilities and shareholdersâ&#x20AC;&#x2122; equity Current liabilities Bank overdrafts and short-term loans from banks Trade and other payables Short-term loans from related parties Current portion of long-term loans Deposits and advances received from customers Income tax payable Other current liabilities Total current liabilities Non-current liabilities Long-term loans, net of current portion Long-term deposits and advances received from customers Land rental received in advance Deferred tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities
18
21
The accompanying notes are an integral part of the financial statements.
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Statement of financial position
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Statement of financial position (continued) Amata Corporation Public Company Limited and its subsidiaries As at 31 December 2014
(Unit: Baht) Consolidated financial statements Note
2014
2013
Separate financial statements 2014
2013
Shareholders’ equity Share capital Registered 1,067,000,000 ordinary shares of Baht 1 each Issued and fully paid up 1,067,000,000 ordinary shares of Baht 1 each Premium on ordinary shares Retained earnings Appropriated-statutory reserve 19 Unappropriated Other components of shareholders’ equity Equity attributable to owners of the Company Non-controlling interests of the subsidiaries Total shareholders’ equity Total liabilities and shareholders’ equity
1,067,000,000
1,067,000,000
1,067,000,000
1,067,000,000
1,067,000,000 173,600,000
1,067,000,000 173,600,000
1,067,000,000 173,600,000
1,067,000,000 173,600,000
106,700,000 8,710,300,097 56,755,714
106,700,000 6,966,460,555 4,200,199
106,700,000 4,730,765,754 -
106,700,000 3,306,958,781 -
10,114,355,811
8,317,960,754
6,078,065,754
4,654,258,781
2,100,708,698 12,215,064,509 22,136,786,535
1,873,535,568 10,191,496,322 22,203,240,820
6,078,065,754 11,509,341,103
4,654,258,781 12,569,799,720
The accompanying notes are an integral part of the financial statements.
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Annual Report 2014
Income statement Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2014
(Unit: Baht) Consolidated financial statements Revenues Revenue from real estate sales Revenue from utility services Revenue from rental Revenue from rights of way Dividend income Interest income Other income Total revenues Expenses Cost of real estate sales Cost of utility services Cost of rental Selling expenses Administrative expenses Total expenses
Separate financial statements
Note
2014
2013
2014
2013
20 11, 12
5,347,579,111 1,359,204,185 688,013,631 10,880,000 90,164,742 134,250,211 7,630,091,880
5,342,699,527 1,253,478,913 568,066,333 97,819,987 96,285,927 147,730,660 7,506,081,347
3,482,819,388 96,645,405 484,308,898 8,747,907 68,060,334 4,140,581,932
2,258,813,599 92,229,344 134,000,000 490,545,134 9,126,860 70,215,375 3,054,930,312
2,191,225,396 1,137,352,937 238,845,292 358,631,159 660,556,040 4,586,610,824
2,497,772,576 1,047,377,450 182,307,160 426,618,847 814,330,048 4,968,406,081
1,250,025,875 31,498,138 183,044,793 396,876,726 1,861,445,532
890,886,618 21,602,146 211,529,511 549,228,154 1,673,246,429
The accompanying notes are an integral part of the financial statements.
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Income statement
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Income statement (continued) Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2014
(Unit: Baht) Consolidated financial statements Note
Separate financial statements
2014
2013
2014
2013
3,043,481,056
2,537,675,266
2,279,136,400
1,381,683,883
226,470,914
99,466,145
-
-
Profit before finance cost and income tax Finance cost
3,269,951,970 (359,773,013)
2,637,141,411 (349,848,440)
2,279,136,400 (262,564,317)
1,381,683,883 (296,487,929)
Profit before income tax Income tax Profit for the year
2,910,178,957 (350,178,400) 2,560,000,557
2,287,292,971 (358,796,185) 1,928,496,786
2,016,572,083 (112,632,535) 1,903,939,548
1,085,195,954 (157,894,993) 927,300,961
2,223,972,117
1,515,581,870
1,903,939,548
927,300,961
336,028,440 2,560,000,557
412,914,916 1,928,496,786
2.08
1.42
1.78
0.87
Profit before share of profit from investments in associates, finance cost and income tax Share of profit from investments in associates
12
21
Profit attributable to: Equity holders of the Company Non-controlling interests of the subsidiaries
Basic earnings per share Profit attributable to equity holders of the Company
24
The accompanying notes are an integral part of the financial statements.
Amata Corporation Public Company Limited
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Annual Report 2014
Statement of comprehensive income Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2014
(Unit: Baht) Consolidated financial statements Profit for the year
Separate financial statements
2014 2,560,000,557
2013 1,928,496,786
2014 1,903,939,548
2013 927,300,961
Other comprehensive income: Exchange differences on translation of financial statements in foreign currency Gains (losses) on change in value of available-for-sale investments Other comprehensive income for the year
(19,769,022)
63,436,174
-
-
5,876,343 (13,892,679)
(9,986,717) 53,449,457
-
-
Total comprehensive income for the year
2,546,107,878
1,981,946,243
1,903,939,548
927,300,961
2,216,913,505 329,194,373 2,546,107,878
1,540,849,720 441,096,523 1,981,946,243
1,903,939,548
927,300,961
Total comprehensive income attributable to: Equity holders of the Company Non-controlling interests of the subsidiaries
The accompanying notes are an integral part of the financial statements.
Merging Innovative Technology with Environmental Sustainability
-
Total comprehensive income for the year
-
-
- (586,817,670)
-
-
Amata Corporation Public Company Limited
The accompanying notes are an integral part of the financial statements.
1,067,000,000 173,600,000 106,700,000 6,966,460,555
-
-
-
-
-
-
-
- 1,515,581,870
-
- 1,515,581,870
26,357,438
-
-
-
35,254,567
35,254,567
-
(8,897,129)
-
-
-
-
-
-
(9,986,717) (12,170,522)
-
-
- (12,170,522)
(9,986,717)
(9,986,717)
-
-
-
-
-
-
-
-
-
-
Business combination under Deficit from common changes in Reserve for control shareholding share-based in subsidiary payments of associates
-
-
-
-
-
-
-
-
25,267,850
-
-
-
28,181,607
53,449,457
5,756,800
4,200,199 8,317,960,754 1,873,535,568 10,191,496,322
- (586,817,670)
- (115,605,310) (115,605,310)
- (586,817,670)
-
17,927,322
25,267,850 1,540,849,720 441,096,523 1,981,946,243
25,267,850
- 1,515,581,870 412,914,916 1,928,496,786
(8,897,129) 7,376,099,226 1,530,117,033 8,906,216,259
- (12,170,522) (12,170,522)
-
-
-
-
Surplus from changes in shareholding in subsidiaries of associates
Equity attributable to nonTotal other Total equity controlling components of attributable to interests Total shareholders’ owners of of the shareholders’ equity the Company subsidiaries equity
(Unit: Baht)
Page
Balance as at 31 December 2013
Dividend paid to the Company’s shareholders (Note 27)
Deficit on investments in subsidiary arising as a result of proceeds the investment in subsidiary at a price less than the net book value at the proceed date (Note 11) Dividend paid to non-controlling interests of the subsidiaries
-
-
-
-
1,067,000,000 173,600,000 106,700,000 6,037,696,355
Profit for the year Other comprehensive income for the year
Balance as at 31 December 2012
Other comprehensive income
Other components of equity
Equity attributable to owners of the Company
Consolidated financial statements
Exchange Surplus (deficit) differences on changes in on translation of value of Issued and financial availableRetained earnings fully paid-up Premium on statements in for-sale share capital ordinary shares Appropriated Unappropriated foreign currency investments
Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2014
Statement of changes in shareholders’ equity
Statement of comprehensive income
101
Merging Innovative Technology with Environmental Sustainability -
-
-
-
-
Total comprehensive income for the year
Share-based payments (Note 11)
Excess of carrying value over purchase consideration of acquisition under common control of associates
Surplus from changes in shareholding in subsidiaries of associates The accompanying notes are an integral part of the financial statements.
- (12,934,955)
-
-
-
-
-
-
-
-
-
-
- 2,223,972,117 (12,934,955)
-
- 2,223,972,117
26,357,438
-
-
-
5,876,343
5,876,343
-
-
-
-
-
-
-
(9,986,717) (12,170,522)
-
-
13,875,831
-
-
-
-
-
-
-
-
-
-
36,134,506
Business combination under Deficit from common changes in Reserve for control shareholding share-based in subsidiary payments of associates
9,603,790
-
-
-
-
-
-
Surplus from changes in shareholding in subsidiaries of associates
(7,058,612)
(6,834,067) (13,892,679)
9,603,790
36,134,506
13,875,831
9,603,790
36,134,506
13,875,831
-
-
8,566,450
9,603,790
36,134,506
22,442,281
(7,058,612) 2,216,913,505 329,194,373 2,546,107,878
(7,058,612)
- 2,223,972,117 336,028,440 2,560,000,557
4,200,199 8,317,960,754 1,873,535,568 10,191,496,322
Equity attributable to nonTotal other Total equity controlling components of attributable to interests Total shareholdersâ&#x20AC;&#x2122; owners of of the shareholdersâ&#x20AC;&#x2122; equity the Company subsidiaries equity
(Unit: Baht)
102
-
-
-
-
-
1,067,000,000 173,600,000 106,700,000 6,966,460,555
Profit for the year Other comprehensive income for the year
Balance as at 31 December 2013
Other comprehensive income
Other components of equity
Equity attributable to owners of the Company
Consolidated financial statements
Exchange Surplus (deficit) differences on changes in on translation of value of Issued and financial availableRetained earnings fully paid-up Premium on statements in for-sale share capital ordinary shares Appropriated Unappropriated foreign currency investments
Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2014
Statement of changes in shareholdersâ&#x20AC;&#x2122; equity (continued)
Page Annual Report 2014
-
-
-
- (480,132,575)
-
1,067,000,000 173,600,000 106,700,000 8,710,300,097
-
-
The accompanying notes are an integral part of the financial statements.
Balance as at 31 December 2014
Dividend paid to non-controlling interests of the subsidiaries Dividend paid to the Company’s shareholders (Note 27)
Other comprehensive income
13,422,483
-
-
-
(4,110,374) (12,170,522)
-
-
13,875,831
-
-
-
-
36,134,506
Business combination under Deficit from common changes in Reserve for control shareholding share-based in subsidiary payments of associates
Other components of equity
Equity attributable to owners of the Company
Consolidated financial statements
Exchange Surplus (deficit) differences on changes in on translation of value of Issued and financial availableRetained earnings fully paid-up Premium on statements in for-sale share capital ordinary shares Appropriated Unappropriated foreign currency investments
Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2014
9,603,790
-
-
Surplus from changes in shareholding in subsidiaries of associates
(Unit: Baht)
56,755,714 10,114,355,811 2,100,708,698 12,215,064,509
- (480,132,575)
- (110,587,693) (110,587,693) - (480,132,575)
-
Equity attributable to nonTotal other Total equity controlling components of attributable to interests Total shareholders’ owners of of the shareholders’ equity the Company subsidiaries equity
Statement of changes in shareholders’ equity (continued)
Statement of comprehensive income Page
103
Amata Corporation Public Company Limited
Merging Innovative Technology with Environmental Sustainability
173,600,000 173,600,000
1,067,000,000
173,600,000
1,067,000,000 1,067,000,000 -
173,600,000 -
1,067,000,000 -
106,700,000
106,700,000 -
106,700,000
106,700,000 -
(480,132,575) 4,730,765,754
3,306,958,781 1,903,939,548
(586,817,670) 3,306,958,781
2,966,475,490 927,300,961
(480,132,575) 6,078,065,754
4,654,258,781 1,903,939,548
(586,817,670) 4,654,258,781
4,313,775,490 927,300,961
equity
104
The accompanying notes are an integral part of the financial statements.
Balance as at 31 December 2013 Total comprehensive income for the year Dividend paid to the Company’s shareholders (Note 27) Balance as at 31 December 2014
Balance as at 31 December 2012 Total comprehensive income for the year Dividend paid to the Company’s shareholders (Note 27) Balance as at 31 December 2013
Unappropriated
ordinary shares
share capital Appropriated
shareholders’
Premium on
fully paid-up
Retained earnings
Total
Separate financial statements
(Unit: Baht) Issued and
Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2014
Statement of changes in shareholders’ equity (continued)
Page Annual Report 2014
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105
Statement of cash flows Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2014
(Unit: Baht) Consolidated financial statements
Separate financial statements
2014
2013
2014
2013
Profit before income tax 2,910,178,957 Adjustments to reconcile profit before income tax to net cash provided by (paid from) operating activities: Depreciation 335,398,824 Amortisation 16,440,220 Allowance from impairment of investments Allowance for doubtful accounts 4,093,657 Share-based payments 22,442,281 Share of profit from investments in associates (226,470,914) Losses (gains) on sales of investment properties (9,785,475) Losses (gains) on sales of property, plant and equipment (199,970) Unrealised gains on exchange Unrealised gains on fair value of derivatives Dividend income from investments in subsidiaries and associates Provision for long-term employee benefits 5,143,145 Gains on revenue from right of way received from associates Gains on sales of real estate to associates -
2,287,292,971
2,016,572,083
1,085,195,954
265,461,857 11,149,885 8,526,441 (99,466,145) (8,769,950)
55,612,966 10,486,574 5,600,706 264,652
47,292,666 7,763,435 6,634,841 471,485 -
126,777 (569,880)
14,982 (722,577) -
126,776 (11,211,395) (543,103)
12,334,724
(484,308,898) 3,065,840
(490,545,134) 9,570,992
36,180,013 52,674,701
-
-
Cash flows from operating activities
The accompanying notes are an integral part of the financial statements. Amata Corporation Public Company Limited
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106
Annual Report 2014
Statement of cash flows (continued) Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2014
(Unit: Baht) Consolidated financial statements Interest income Interest expenses
2014
2013
2014
2013
(90,164,742) 359,773,013
(96,285,927) 350,418,320
(8,747,907) 262,564,317
(9,126,860) 297,031,032
2,819,073,787
1,860,402,738
942,660,689
(227,490,237) 1,332,956,431 (52,078,973) (48,877,669)
142,985,711 940,721,966 (11,055,794) 27,536,506
(135,233,529) 707,764,925 (13,772,987) (44,260,701)
10,467,964
9,833,562
12,236,511
(544,452,037) 12,912,564 22,791,630 70,535,587
(869,137,877) (8,252,831) 12,199,911 2,423,089
(667,316,012) 10,493,132 33,835,795 1,491,973
3,395,839,047 (561,248,550) 2,834,590,497
2,107,656,981 (11,419,672) 2,096,237,309
847,899,796 (271,430,365) 576,469,431
Profit from operating activities before changes in operating assets and liabilities 3,326,848,996 Operating assets (increase) decrease Trade and other receivables 194,304,062 Real estate development cost 1,200,599,899 Other current assets (38,884,525) Other non-current assets 21,480,588 Operating liabilities increase (decrease) Trade and other payables (178,413,740) Deposits and advances received from customers (1,488,082,133) Other current liabilities (1,125,310) Land rental received in advance 2,023,140 Other non-current liabilities 14,660,455 Cash from operating activities Cash paid for income tax Net cash from operating activities
Separate financial statements
3,053,411,432 (186,655,222) 2,866,756,210
The accompanying notes are an integral part of the financial statements.
Merging Innovative Technology with Environmental Sustainability
Statement of cash flows
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107
Statement of cash flows (continued) Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2014
(Unit: Baht) Consolidated financial statements Cash flows from investing activities Interest income Increase in current investments - deposits at bank Cash receipt from repayment of short-term loans made to related companies Increase in short-term loans to related companies Increase in investment in subsidiary Increase in investments in associates Dividend income from investments in subsidiaries and associates Acquisitions of investment properties Acquisitions of property, plant and equipment Proceeds from sales of investment properties Proceeds from sales of property, plant and equipment Decrease (increase) in deposit for purchase of land Purchases of land awaiting for future development Net cash from (used in) investing activities
Separate financial statements
2014
2013
2014
2013
90,435,392 (152,901,362)
95,864,520 (574,643,448)
10,206,650 -
4,453,548 -
(10,880,000)
164,449,927 (164,449,927) (57,821,800)
6,267,780 (1,553,250) -
165,349,927 (168,349,927) (56,321,800)
128,256,163 (554,829,273) (343,428,101) 33,015,000
83,000,000 (567,262,937) (310,829,577) 18,212,000
465,308,798 (6,830,810) -
490,545,134 (71,806,572) -
11,836
122,174
11,836
47,200
(91,596,502)
(250,025,292)
45,937,900
(58,029,125)
(674,942,603) (1,576,859,450)
(1,521,389,777) (3,084,774,137)
(196,758,472) 322,590,432
(686,119,544) (380,231,159)
The accompanying notes are an integral part of the financial statements.
Amata Corporation Public Company Limited
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Annual Report 2014
Statement of cash flows (continued) Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2014
(Unit: Baht) Consolidated financial statements Cash flows from financing activities Interest expenses Increase (decrease) in bank overdrafts and short-term loans from banks Cash receipt from short-term loans from related parties Repayment of short-term loans from related parties Cash receipt from long-term loans Repayment of long-term loans Dividend paid to the Companyâ&#x20AC;&#x2122;s shareholders Dividend paid to non-controlling interests of the subsidiaries Cash receipt from proceeds of the investment in subsidiary Net cash used in financing activities Increase (decrease) in translation adjustments Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year
Separate financial statements
2014
2013
2014
2013
(364,007,069)
(347,903,226)
(269,471,007)
(291,740,650)
(195,476,932)
35,659,011
(258,492,405)
43,154,080
50,000,000
24,500,000
140,000,000
910,000,000
1,594,804,983 (1,872,958,966) (480,132,575)
(24,500,000) 1,661,755,746 (1,097,175,557) (586,817,670)
(640,000,000) 500,000,000 (1,398,946,452) (480,132,575)
(410,000,000) 973,888,346 (937,935,557) (586,817,670)
(110,587,694)
(115,605,310)
-
-
(1,378,358,253) (19,555,687)
5,756,800 (444,330,206) 39,671,267
(2,407,042,439) -
(299,451,451) -
(108,017,180) 1,129,336,443 1,021,319,263
(654,842,579) 1,784,179,022 1,129,336,443
11,785,302 138,472,447 150,257,749
(103,213,179) 241,685,626 138,472,447
The accompanying notes are an integral part of the financial statements.
Merging Innovative Technology with Environmental Sustainability
Notes to consolidated financial statements
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Notes to consolidated financial statements Amata Corporation Public Company Limited and its subsidiaries For the year ended 31 December 2014
1. Corporate information Amata Corporation Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand. The Company is principally engaged in industrial estate development. The registered office of the Company is at 2126, New Petchburi Road, Bangkapi, Huay Kwang, Bangkok.
2. Basis of preparation 2.1 The financial statements have been prepared in accordance with Thai Financial Reporting Standards enunciated under the Accounting Profession Act B.E. 2547 and their presentation has been made in compliance with the stipulations of the Notification of the Department of Business Development dated 28 September 2011, issued under the Accounting Act B.E. 2543.
The financial statements in Thai language are the official statutory financial statements of the Company. The financial statements in English language have been translated from the Thai language financial statements.
The financial statexments have been prepared on a historical cost basis except where otherwise disclosed in the accounting policies.
2.2 Basis of consolidation a) The consolidated financial statements include the financial statements of the Company and the following subsidiary companies (“the subsidiaries”): Company’s name
Nature of business
Country of incorporation
Paid-up capital as at 31 December 2014
2013
Percentage of shareholding 2014
Million Baht Million Baht Percent Amata City Co., Ltd. Amata Summit Ready Built Co., Ltd. Amata Water Co., Ltd.
Industrial estate development Factory construction for rent Production, distribution and treatment of water for industrial use
2013 Percent
Thailand Thailand
450 400
450 400
84 49
84 49
Thailand
80
80
100
100
Amata Corporation Public Company Limited
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110 Company’s name
Annual Report 2014
Nature of business
Country of incorporation
Paid-up capital as at 31 December 2014
Percentage of shareholding
2013
2014
Million Baht Million Baht Percent Amata Facility Services Co., Ltd. Management service in common area Amata Asia Ltd. Holdings company
Thailand Hong Kong
Amata Global Pte. Ltd.
Singapore
15
2013 Percent
15
91
91
100
100
100
-
46
46
Thai-Chinese Rayong Industry Industrial estate Realty Development Co., Ltd. development and factory construction for rent (21% held by the Company and 30% held by Amata City Co., Ltd.)
Thailand
1 1 (Thousand HKD) 60 (Thousand SGD) 500 500
Holding company Amata VN Public Company Limited (44% held by the Company and 44% held by Amata Asia Ltd.) Amata (Vietnam) Joint Stock Industrial estate development Company (70% held by Amata VN Public Company Limited)
Thailand
384
384
88
88
Vietnam
365,996
365,996 (Million VND)
62
62
Amata Summit REIT REIT Manager Management Co., Ltd. (100% held by Amata Summit ready Built Co., Ltd.)
Thailand
10
-
49
-
Holdings company
b) Subsidiaries are fully consolidated, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. c) The financial statements of the subsidiaries are prepared using the same significant accounting policies as the Company. d) The assets and liabilities in the financial statements of overseas subsidiary companies are translated to Baht using the exchange rate prevailing on the end of reporting period, and revenues and expenses translated using monthly average exchange rates. The resulting differences are shown under the caption of “Exchange differences on translation of financial statements in foreign currency” in the statements of changes in shareholders’ equity. e) Material balances and transactions between the Company and its subsidiaries have been eliminated from the consolidated financial statements. f) Non-controlling interests represent the portion of profit or loss and net assets of the subsidiaries that are not held by the Company and are presented separately in the consolidated statement of income and comprehensive income, and within equity in the consolidated statement of financial position. 2.3 The separate financial statements, which present investments in subsidiaries and associates under the Merging Innovative Technology with Environmental Sustainability
Notes to consolidated financial statements
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cost method, have been prepared solely for the benefit of the public.
3. New financial reporting standards Below is a summary of financial reporting standards that became effective in the current accounting year and those that will become effective in the future. (a) Financial reporting standards that became effective in the current accounting year Conceptual Framework for Financial Reporting (revised 2014) Accounting Standards: TAS 1 (revised 2012) Presentation of Financial Statements TAS 7 (revised 2012) Statement of Cash Flows TAS 12 (revised 2012) Income Taxes TAS 17 (revised 2012) Leases TAS 18 (revised 2012) Revenue TAS 19 (revised 2012) Employee Benefits TAS 21 (revised 2012) The Effects of Changes in Foreign Exchange Rates TAS 24 (revised 2012) Related Party Disclosures TAS 28 (revised 2012) Investments in Associates TAS 31 (revised 2012) Interests in Joint Ventures TAS 34 (revised 2012) Interim Financial Reporting TAS 36 (revised 2012) Impairment of Assets TAS 38 (revised 2012) Intangible Assets Financial Reporting Standards: TFRS 2 (revised 2012) Share-based Payment TFRS 3 (revised 2012) Business Combinations TFRS 5 (revised 2012) Non-current Assets Held for Sale and Discontinued Operations TFRS 8 (revised 2012) Operating Segments Accounting Standard Interpretations: TSIC 15 Operating Leases - Incentives TSIC 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease TSIC 29 Service Concession Arrangements: Disclosures TSIC 32 Intangible Assets - Web Site Costs Financial Reporting Standard Interpretations: TFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities TFRIC 4 Determining whether an Arrangement contains a Lease TFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds TFRIC 7 Applying the Restatement Approach under TAS 29 Financial Reporting in Hyperinflationary Economies TFRIC 10 Interim Financial Reporting and Impairment TFRIC 12 Service Concession Arrangements TFRIC 13 Customer Loyalty Programmes TFRIC 17 Distributions of Non-cash Assets to Owners TFRIC 18 Transfers of Assets from Customers Accounting Treatment Guidance for Stock Dividend Amata Corporation Public Company Limited
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These financial reporting standards were amended primarily to align their content with the corresponding International Financial Reporting Standards. Most of the changes were directed towards revision of wording and terminology, and provision of interpretations and accounting guidance to users of the accounting standards. These financial reporting standards do not have any significant impact on the financial statements. (b) Financial reporting standards that will become effective in the future
The Federation of Accounting Professions has issued a number of revised and new financial reporting standards that become effective for fiscal years beginning on or after 1 January 2015. These financial reporting standards were aimed at alignment with the corresponding International Financial Reporting Standards, with most of the changes directed towards revision of wording and terminology, and provision of interpretations and accounting guidance to users of accounting standards. The management of the Company and its subsidiaries believes that in most cases they have not resulted in changes in key principles. However, some of these financial reporting standards involve changes to key principles, as follows: Accounting Standard: TAS 19 (revised 2014) Employee Benefits Financial Reporting Standards: TFRS 10 Consolidated Financial Statements TFRS 11 Joint Arrangements TFRS 12 Disclosure of Interests in Other Entities TFRS 13 Fair Value Measurement Based on the preliminary analysis, the management of the Company and its subsidiaries believes that the accounting standard and financial reporting standards will not have any significant impact on the Company and its subsidiariesâ&#x20AC;&#x2122; financial statements.
4. Significant accounting policies 4.1 Revenue recognition a) Revenue from sales of real estate and land-use rights with infrastructure systems
Revenue from sales of real estate and land-use rights with infrastructure systems (presented under the caption of â&#x20AC;&#x153;Revenue from real estate salesâ&#x20AC;? in the consolidated financial statements) are recognised as revenue in full when the significant risks and rewards of ownership are passed to the buyer.
b) Sales of water
Sales of tap water and raw water, which are included in revenue from utility services, are recognised when water is delivered to customers.
c) Rendering of services
Service revenues, which include waste water treatment and management of common areas of the industrial estates, which are included in revenue from utility services, are recognised when services have been rendered taking into account the stage of completion.
d) Rental income
Rental income which consists of land rental, rental of office building and factory building is recognised as an income on straight-line basis over the lease term.
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Notes to consolidated financial statements
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e) Dividends
Dividends are recognised when the right to receive the dividends is established.
f) Interest income
Interest income is recognised on an accrual basis based on the effective interest rate.
4.2 Cost of real estate sales and land-use rights with infrastructure systems
In determining the costs of real estate sales and land-use rights with infrastructure systems (presented under the caption of “cost of real estate sales” in the consolidated financial statements), anticipated total development costs are attributed to units already sold on the basis of the salable area.
4.3 Cash and cash equivalents
Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with an original maturity of three months or less from the date of acquisition and not subject to withdrawal restrictions.
4.4 Trade and other receivables
Trade and other receivables are stated at the net realisable value. Allowance for doubtful accounts is provided for the estimated losses that may be incurred in collection of receivables. The allowance is generally based on collection experience and analysis of debt aging.
4.5 Real estate development costs and costs of land-use rights with infrastructure systems
Real estate development costs and costs of land-use rights with infrastructure systems (presented under the caption of “Real estate development costs” in the consolidated financial statements) are valued at the lower of specific cost and net realisable value. Cost included cost of land and expenses directly related to real estate development.
4.6 Investments a) Investments in associates are accounted for in the consolidated financial statements using the equity method. b) Investments in subsidiaries and associates are accounted for in the separate financial statements using the cost method net of allowance for impairment loss (if any).
The weighted average method is used for computation of the cost of investments.
In the event the Company and its subsidiaries reclassifies investments from one type to another, such investments will be readjusted to their fair value as at the reclassification date. The difference between the carrying amount of the investments and the fair value on the date of reclassification are recorded in income statement or recorded as other components of shareholders’ equity, depending on the type of investment that is reclassified.
4.7 Investment properties
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and allowance for loss on impairment (if any).
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Annual Report 2014
Depreciation of investment properties is calculated by reference to their costs on the straight-line basis over estimated useful lives of 5 - 44 years. Depreciation of the investment properties is included in determining income. No depreciation is provided on land.
On disposal of investment properties, the difference between the net disposal proceeds and the carrying amount of the asset is recognised in the income statement in the year when the asset is derecognised.
4.8 Property, plant and equipment/Depreciation
Land is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and allowance for loss on impairment (if any).
Depreciation of buildings and equipment is calculated by reference to their costs on the straight-line basis over the following estimated useful lives:
Land improvement Buildings Fixtures and equipment Utility systems Motor vehicles Other assets Depreciation is included in determining income.
5, 20 3 - 40 2 - 20 2 - 20 5 - 15 5, 20
years years years years years years
No depreciation is provided on land and assets under construction.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on disposal of an asset is included in the income statement when the asset is derecognised.
4.9 Land awaiting for future development
Land awaiting for future development is valued at the lower of specific cost and net realisable value. Cost included costs of land.
4.10 Related party transactions
Related parties comprise enterprises and individuals that control, or are controlled by, the Company and its subsidiaries, whether directly or indirectly, or which are under common control with the Company and its subsidiaries.
They also include associated companies and individuals which directly or indirectly own a voting interest in the Company and its subsidiaries that gives them significant influence over the Company and its subsidiaries, key management personnel, directors, and officers with authority in the planning and direction of the Company and its subsidiariesâ&#x20AC;&#x2122; operations.
4.11 Long-term leases
Leases of property, plant or equipment which transfer substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lower of the fair value of the leased assets and the present value of the minimum lease payments. The outstanding rental obligations, net of finance charges, are included in long-term payables, while the interest element is charged to the income statement over the lease period. The assets acquired under finance leases is depreciated over the useful life of the leased assets
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Notes to consolidated financial statements
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Leases of property, plant or equipment which do not transfer substantially all the risks and rewards of ownership are classified as operating lease. Operating lease payments are recognised as an expense in the income statement on a straight line basis over the lease term.
4.12 Foreign currencies
The consolidated and separate financial statements are presented in Baht, which is also the Companyâ&#x20AC;&#x2122;s functional currency. Items of each entity included in the consolidated financial statements are measured using the functional currency of that entity.
Transactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Baht at the exchange rate ruling at end of reporting period.
Gains and losses on exchange are included in the income statement.
4.13 Impairment of assets
At the end of each reporting period, the Company and its subsidiaries performs impairment reviews in respect of the assets whenever events or changes in circumstances indicate that an asset may be impaired. An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the assetâ&#x20AC;&#x2122;s fair value less costs to sell and its value in use, is less than the carrying amount.
An impairment loss is recognised in the income statement.
4.14 Employee benefits
Short-term employee benefits
Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred.
Post-employment benefits
Defined contribution plans
The Company, its subsidiaries and its employees have jointly established a provident fund. The fund is monthly contributed by employees and by the Company and its subsidiaries. The fundâ&#x20AC;&#x2122;s assets are held in a separate trust fund and the contributions of the Company and its subsidiaries are recognised as expenses when incurred.
Defined benefit plans
The Company and its subsidiaries have obligations in respect of the severance payments it must make to employees upon retirement under labor law. The Company and its subsidiaries treat these severance payment obligations as a defined benefit plan.
The obligation under the defined benefit plan is determined by a professionally qualified independent actuary based on actuarial techniques, using the projected unit credit method.
Actuarial gains and losses arising from post-employment benefits are recognised immediately in the statement of other comprehensive income.
4.15 Provisions
Provisions are recognised when the Company and its subsidiaries have a present obligation as a result of Amata Corporation Public Company Limited
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Annual Report 2014
a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. 4.16 Income tax
Income tax represents the sum of corporate income tax currently payable and deferred tax.
Current tax
Current tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable profits determined in accordance with tax legislation.
Deferred tax
Deferred tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts at the end of each reporting period, using the tax rate enacted at the end of the reporting period.
The Company and its subsidiaries recognise deferred tax liabilities for all taxable temporary differences while recognise deferred tax assets for all deductible temporary differences and tax losses carried forward to the extent that it is probable that future taxable profit will be available against which such deductible temporary differences and tax losses carried forward can be utilised.
At each reporting date, the Company and its subsidiaries review and reduce the carrying amount of deferred tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
The Company and its subsidiaries record deferred tax directly to equity if the tax relates to items that are recorded directly to shareholdersâ&#x20AC;&#x2122; equity.
5. Significant accounting judgments and estimates The preparation of financial statements in conformity with financial reporting standards at times requires management to make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates affect reported amounts and disclosures; and actual results could differ from these estimates. Significant judgments and estimates are as follows: Leases In determining whether a lease is to be classified as an operating lease or finance lease, the management is required to use judgement regarding whether significant risk and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement. Property, plant and equipment, investment properties and depreciation
In determining depreciation of plant and equipment, and investment properties the management is required to make estimates of the useful lives and residual values of plant and equipment, and investment properties and to review estimate useful lives and residual values when there are any changes. In addition, the management is required to review property, plant and equipment, and investment properties for impairment on a periodical basis and record impairment losses when it is determined that their recoverable amount is lower than the carrying amount. This requires judgments regarding forecast of future revenues and expenses relating to the assets subject to the review.
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Notes to consolidated financial statements
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Deferred tax assets Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the temporary differences and losses be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of estimate future taxable profits. Post-employment benefits under defined benefit plans The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate.
6. Related party transactions The followings are relationships with enterprises and individuals that control, or are controlled by, the Company, whether directly or indirectly, or which are under common control with the Company. Name of entities
Nature of relationships
Amata City Co., Ltd. Amata Summit Ready Built Co., Ltd. Amata (Vietnam) Joint Stock Company Amata Water Co., Ltd. Amata Facility Services Co., Ltd. Amata Asia Limited Amata Global Pte. Ltd. Thai-Chinese Rayong Industrial Realty Development Co., Ltd. Amata VN Public Company Limited Amata Summit REIT Management Co., Ltd. Amata B.Grimm Power Limited Amata Natural Gas Distribution Co., Ltd. Vantec Amata Logistics Co., Ltd. (formerly known as â&#x20AC;&#x153;Via Logistics Co., Ltd.â&#x20AC;?) Amata Development Co., Ltd. Strategic Engineering & Advance Logistics Services (Thailand) Co., Ltd. Amata B.Grimm Power 1 Limited Amata B.Grimm Power 2 Limited Amata B.Grimm Power 3 Limited
Subsidiary company Subsidiary company Subsidiary company Subsidiary company Subsidiary company Subsidiary company Subsidiary company Subsidiary company Subsidiary company Subsidiary company Associated company Associated company Associated company
Amata B.Grimm Power 4 Limited Amata B.Grimm Power 5 Limited Amata Power (Bien Hoa) Limited
Associated company Associated company of Amata Facility Services Co., Ltd. Subsidiary of Amata B.Grimm Power Limited Subsidiary of Amata B.Grimm Power Limited Subsidiary of Amata B.Grimm Power Limited and 10% held by the Company Subsidiary of Amata B.Grimm Power Limited and 20% held by the Company Subsidiary of Amata B.Grimm Power Limited and 20% held by the Company Subsidiary of Amata B.Grimm Power Limited and 10% held by Amata (Vietnam) Joint Stock Company Amata Corporation Public Company Limited
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Annual Report 2014
Name of entities
Nature of relationships
Amata B.Grimm Power (Rayong) 1 Limited
Subsidiary of Amata B.Grimm Power Limited and 8% held by Amata City Co., Ltd. Subsidiary of Amata B.Grimm Power Limited and 8% held by Amata City Co., Ltd. Common directors Common directors Common directors Family members of major shareholders of the Company are directors Charity managed by the Companyâ&#x20AC;&#x2122;s major shareholders and directors Family members of major shareholders of the Company are directors
Amata B.Grimm Power (Rayong) 2 Limited Thai-Chinese Rayong Industrial Service Co., Ltd. Chewathai Co., Ltd. Vibharam Hospital (Amata Nakorn) Co., Ltd. Kromadit Corp Co.,Ltd. Amata Foundation Kromadit Park Co., Ltd.
During the years, the Company and its subsidiaries had significant business transactions with related parties. Such transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial terms and bases agreed upon between the Company and those related parties. (Unit: Million Baht) Consolidated financial statements Transactions with subsidiary companies (eliminated from the consolidated financial statements) Revenue from real estate sales Utility and rental income Interest income Utility expenses Interest expenses Transactions with associated companies Revenue from real estate sales Revenue from rights of way Utility and rental income Interest income Electricity expenses and other expenses Transactions with related parties Revenue from real estate sales
2014
2013
-
Separate financial statements
Transfer pricing policy
2014
2013
-
442 28 6 32 2
28 5 44 11
Market price Market price or contract price LIBOR+1% - 5.25% per annum Contract price or as agreed upon 2.5% - 3.5% per annum
11 157 35
244 134 113 4 40
4 -
244 134 3 4 1
Market price Contract price Market price or contract price 6.5% per annum Market price or contract price
68
80
30
19
Merging Innovative Technology with Environmental Sustainability
Market price
Notes to consolidated financial statements
Page
119
As at 31 December 2014 and 2013, the balances of the accounts between the Company and those related companies are as follows: Consolidated financial statements 2014 2013
(Unit: Million Baht) Separate financial statements 2014 2013
Other receivables - related parties (Note 9) Subsidiary companies Associated companies Total
47 47
165 165
10 19 29
8 140 148
Prepaid land rental - related party Related company*
69
71
-
-
4 4
2 2
22 1 23
22 22
Advances received for purchase of land - related parties Subsidiary companies Related companies* Total
75 75
75 75
16 75 91
54 75 129
Land rental received in advance - related parties Associated companies
49
38
46
35
Other payables - related parties (Note 17) Subsidiary companies Associated companies Total
*Common directors or family members of major shareholders of the Company are directors.
Amata Corporation Public Company Limited
Page
120
Annual Report 2014
Loans to and loans from between the Company, its subsidiaries and related party As at 31 December 2014 and 2013, the balance of loans between the Company, its subsidiaries and related party and the movements are as follows: (Unit: Million Baht) Consolidated financial statements During the year Balance as at 31 December 2013 Short-term loans from related party Thai-Chinese Rayong Industrial Services Co., Ltd. Total
Increase
-
Decrease
50 50
-
Balance as at 31 December 2014
50 50
(Unit: Million Baht) Separate financial statements During the year Balance as at 31 December 2013 Short-term loans to subsidiaries Amata Asia Limited
Increase
Decrease
Balance as at 31 December 2014
161
-
(3)
158
3
-
(3)
-
Total
164
-
(6)
158
Short-term loans from subsidiaries Amata City Co., Ltd.
475
140
(615)
-
25
-
(25)
-
500
140
(640)
-
Amata VN PCL.
Amata Facility Services Co., Ltd. Total
Merging Innovative Technology with Environmental Sustainability
Notes to consolidated financial statements
Page
121
Directors and managementâ&#x20AC;&#x2122;s benefits During the years ended 31 December 2014 and 2013, the Company and its subsidiaries had employee benefit expenses payable to their directors and management as below. (Unit: Million Baht)
Short-term employee benefits Post-employment benefits Share-based payments (Note 11.3) Total
Consolidated financial statements
Separate financial statements
2014 74 2
2013 80 1
2014 21 1
2013 24 1
16 92
81
22
25
Guarantee obligations with related parties The Company has outstanding guarantee obligations with its related parties, as described in Note 28.2 (1) and 28.2 (2) to the financial statements.
7. Cash and cash equivalents Consolidated financial statements 2014 2013 Cash Bank deposits Investments in treasury money open-end fund Total
(Unit: Million Baht) Separate financial statements 2014 2013
1 928
8 961
83
138
92
160
67
-
1,021
1,129
150
138
8. Current investments - deposit at banks The balance represents deposits at banks of the subsidiary in Vietnam with terms of 3 months to 1 year and earning interest at rates between 5.1% and 8.0% per annum for the deposits in Vietnam Dong currency (2013: between 6.8% and 7.5% per annum) and interest rate between 1.8% to 2.3% for bank deposits in US dollar currency (2013: between 1.8% to 3.0% per annum).
Amata Corporation Public Company Limited
Page
122
Annual Report 2014
9. Trade and other receivables
Trade receivables - unrelated parties Other receivables - related parties (Note 6)
Consolidated financial statements 2014 2013 184 221 47 165
(Unit: Million Baht) Separate financial statements 2014 2013 29 148
Other receivables - unrelated parties
105
132
40
47
Total
336
518
69
195
Less: Allowance for doubtful debts
(15)
(10)
-
-
Trade and other receivables - net
321
508
69
195
The balances of trade receivables as at 31 December 2014 and 2013, aged on the basis of due dates, are summarised below. Consolidated financial statements
(Unit: Million Baht) Separate financial statements
2014
2013
2014
2013
155
180
-
-
15 2 2
35 2 1
-
-
10
3
-
-
Total
184
221
-
-
Less: Allowance for doubtful debts
(15)
(10)
-
-
Trade receivables - net
169
211
-
-
Age of receivables Not yet due Past due Up to 3 months Longer than 3 - 9 months Longer than 9 - 12 months Longer than over 12 months
10. Real estate development costs Included in the balance as at 31 December 2014 is a part of the real estate development costs of Amata City Co., Ltd. amounting to Baht 62 million (2013: Baht 100 million), of which ownership has yet to be transferred from the seller to this company.
Merging Innovative Technology with Environmental Sustainability
Notes to consolidated financial statements
Page
123
11. Investments in subsidiaries Details of investments in subsidiaries as presented in the separate financial statements are as follows:
Company’s name Amata City Co., Ltd. Amata Summit Ready Built Co., Ltd. Amata VN Public Co., Ltd. Thai-Chinese Rayong Industrial Realty Development Co., Ltd. Amata Water Co., Ltd. Amata Facility Services Co., Ltd. Amata Global Pte. Ltd. Amata Asia Limited Total
(Unit: Million Baht) Dividends received during the year
Cost 2014
2013
2014
2013
371 196 135 105 80 14 2
371 196 135 105 80 14 -
320 14 3 -
188 203 14 3 -
-
-
-
-
903
901
337
408
11.1 On 16 January 2014, a meeting of the Company’s Board of Directors passed a resolution approving the establishment of Amata Summit REIT Management Co., Ltd. to be the REIT Manager, as described in Note 13 to the financial statements. Amata Summit Ready Built Company Limited, invested in all 100,000 ordinary shares, with a par value of Baht 100 each, of this company. 11.2 On 12 November 2013, a meeting of the Company’s Board of Directors passed a resolution approving the establishment of Amata Global Pte. Ltd. in Singapore to be the holding company for investments in overseas. The Company invested in all 15,000 ordinary shares, with a par value of SGD 4 each, of this company. 11.3 On 30 January 2013, a meeting of the Company’s Board of Directors passed a resolution approving Amata Asia Limited to sell 11,537,600 shares with a par value of Baht 0.5 each of its investment in Amata VN PCL. (“VN”), a major shareholder of Amata (Vietnam) Joint Stock Company (“AVN”), to the directors, executives and employees of the Company, VN and AVN at a selling price of Baht 0.5 per share. These transactions are considered to be share-based payment transactions. Therefore, AVN recorded the difference between the fair value of the VN’s shares and the selling price, amounting to Baht 22 million as expense in the consolidated income statement in the current year and presented under the caption of “Reserve for sharebased payments” in other components of equity.
The fair value of the VN’s share was determined by the management of VN using the Price to Book Value Ratio Approach (P/BV). This involved multiply the book value per the latest financial statements before the transaction date, by the closing price to book value per share ratio of listed companies in business similar to VN, discounted to account for liquidity risk. On the basis of this calculation, the fair value of the VN’s share was Baht 2.45 per share.
Amata Corporation Public Company Limited
Page
124
Annual Report 2014
12. Investments in associates 12.1 Details of associates: (Unit: Million Baht) Consolidated financial statements
Companyâ&#x20AC;&#x2122;s name
Country of Shareholding incorporation percentage
(Nature of business)
2014
2013
(%)
(%)
Carrying amounts based on equity method
Cost 2014
2013
2014
2013
Amata B.Grimm Power Limited (Produce and distribution for electricity)
Thai
14
14
227
227
822
736
Amata Natural Gas Distribution Co., Ltd. (Produce and distribution the natural gas)
Thai
20
20
184
184
196
196
Amata B.Grimm Power 3 Limited (Produce and distribution for electricity)
Thai
18
18
140
140
174
168
Vietnam
14
14
100
100
116
114
Amata B.Grimm Power (Rayong) 1 Limited (Produce and distribution for electricity)
Thai
15
15
103
100
111
92
Amata B.Grimm Power (Rayong) 2 Limited (Produce and distribution for electricity)
Thai
15
15
108
100
121
89
Vantec Amata Logistics Co., Ltd. (Logistic services)
Thai
21
21
36
36
15
18
Amata B.Grimm Power 4 Limited (Produce and distribution for electricity)
Thai
27
27
28
28
-
-
Amata B.Grimm Power 5 Limited (Produce and distribution for electricity)
Thai
27
27
28
28
-
-
Strategic Engineering & Advance Logistics Services (Thailand) Co.,Ltd. (Business consultant and service agent)
Thai
23
23
2
2
2
3
Amata Development Co., Ltd. (Sale and lease of property)
Thai
43
43
-
-
-
-
945
945
1,557
1,416
Amata Power (Bien Hoa) Limited (Power station in Vietnam)
Total
Merging Innovative Technology with Environmental Sustainability
Notes to consolidated financial statements
Page
125
(Unit: Million Baht) Separate financial statements
Company’s name
Country of Shareholding incorporation percentage
(Nature of business)
2014
2013
(%)
(%)
Allowance for Carrying amounts impairment of based on cost investments method - net
Cost 2014
2013
2014
2013
2014
2013
Amata B.Grimm Power Limited (Produce and distribution for electricity)
Thai
14
14
227
227
-
-
227
227
Amata Natural Gas Distribution Co., Ltd. (Produce and distribution the natural gas)
Thai
20
20
184
184
-
-
184
184
Amata B.Grimm Power 3 Limited (Produce and distribution for electricity)
Thai
10
10
140
140
-
-
140
140
Amata B.Grimm Power 4 Limited (Produce and distribution for electricity)
Thai
20
20
28
28
-
-
28
28
Amata B.Grimm Power 5 Limited (Produce and distribution for electricity)
Thai
20
20
28
28
-
-
28
28
Vantec Amata Logistics Co., Ltd. (Logistic services)
Thai
21
21
36
36
(22)
(16)
14
20
Amata Development Co., Ltd. (Sale and lease of property)
Thai
43
43
-
-
-
-
-
-
643
643
(22)
(16)
621
627
Total
The Company has recorded its investment in Amata B. Grimm Power Limited, in which the Company’s shareholding is 14%, as investments in associates. This is because the Company’s management has considered that the Company has significant influence over this company as it has representatives in the Board of Directors of this company and takes part in making operating policy decisions. In current year, Amata City Co., Ltd. had additional investments in Amata B.Grimm Power (Rayong) 1 Limited and Amata B.Grimm Power (Rayong) 2 Limited of Baht 3 million and Baht 8 million, respectively. The Company shareholdings in these companies are unchanged. In 2013, the Company invested Baht 28 million each in Amata B.Grimm Power 4 Limited and Amata B. Grimm Power 5 Limited, represented 20% of the registered share capital of those companies, and Amata Facility Services Company Limited invested Baht 2 million in Strategic Engineering & Advance Logistics Services (Thailand) Company Limited, representing 25% of its registered share capital. Amata Corporation Public Company Limited
Page
126
Annual Report 2014
12.2 Share of profit/loss and dividend received
During the years, the Company and its subsidiaries recognised its share of profit/loss from investments in associated companies in the consolidated financial statements and dividend income in the separate financial statements as follows: (Unit: Million Baht)
Companyâ&#x20AC;&#x2122;s name
Consolidated financial statements
Separate financial statements
Share of profit/(loss) from investments in associates during the years
Dividend received during the years
2014
2013
2014
2013
101
11
54
-
Amata Natural Gas Distribution Co., Ltd.
74
87
74
83
Amata B.Grimm Power 3 Limited
25
21
19
-
Amata B.Grimm Power (Rayong) 1 Limited
16
(8)
-
-
Amata B.Grimm Power (Rayong) 2 Limited
24
(11)
-
-
Amata Power (Bien Hoa) Limited
2
9
-
-
Amata B.Grimm Power 4 Limited
(6)
(3)
-
-
Amata B.Grimm Power 5 Limited
(6)
(2)
-
-
Vantec Amata Logistics Co., Ltd.
(3)
(6)
-
-
Strategic Engineering & Advance Logistics Services (Thailand) Co., Ltd.
(1)
1
-
-
Total
226
99
147
83
Amata B.Grimm Power Limited
Merging Innovative Technology with Environmental Sustainability
Companyâ&#x20AC;&#x2122;s name
142
142 68
Amata Development Co., Ltd.
68
6
(Million USD)
4
6
4
1,250
1,250
140
140
1,400
160
1,645
2013
Strategic Engineering & Advance Logistics Services (Thailand) Co., Ltd. Vantec Amata Logistics Co., Ltd.
Amata Power (Bien Hoa) Limited
1,349
Amata B.Grimm Power (Rayong) 2 Limited
140
Amata B.Grimm Power 5 Limited 1,287
140
Amata B.Grimm Power 4 Limited
Amata B.Grimm Power (Rayong) 1 Limited
1,400
160
Amata B.Grimm Power 3 Limited
Amata Natural Gas Distribution Co., Ltd.
1,645
2014
Paid-up capital as at 31 December
32
349
8
389
5,791
5,570
2,293
3,454
6,002
903
34,973
2014
36
405
14
367
5,632
5,771
763
1,395
6,115
1,135
32,123
2013
Total assets as at 31 December
Financial information of the associated companies is summarised below.
Amata B.Grimm Power Limited
12.3 Summarised financial information of associates
11
277
2
20
4,279
4,179
2,194
3,356
4,262
342
26,854
2014
16
310
4
25
4,515
4,621
635
1,270
4,461
573
24,757
2013
Total liabilities as at 31 December
17
541
23
916
2,970
2,705
-
-
3,338
2,703
20,649
2014
17
736
29
815
1,213
377
-
-
3,379
2,778
15,644
2013
Total revenues for the year ended 31 December
1
(23)
(4)
58
297
203
(28)
(28)
287
368
1,141
2014
3
(27)
4
60
(110)
(76)
(11)
(13)
205
435
108
2013
Net profit (loss) for the year ended 31 December
(Unit: Million Baht)
Notes to consolidated financial statements Page
127
Amata Corporation Public Company Limited
Page
128
Annual Report 2014
13. Investment properties The net book value of investment properties as at 31 December 2014 and 2013, is presented below. (Unit: Million Baht) Consolidated financial statements Land improvement and Buildings under utility system construction
Land
Buildings for rent
762
3,459
80
86
4,387
-
(809)
(12)
-
(821)
Net book value
762
2,650
68
86
3,566
As at 31 December 2013: Cost
575
2,871
-
118
3,564
-
(622)
-
-
(622)
575
2,249
-
118
2,942
As at 31 December 2014: Cost Less: Accumulated depreciation
Less: Accumulated depreciation Net book value
Total
(Unit: Million Baht) Separate financial statements Land improvement and Buildings under utility system construction
Land
Buildings for rent
257
289
80
-
626
-
(86)
(12)
-
(98)
Net book value
257
203
68
-
528
As at 31 December 2013: Cost
258
289
-
-
547
-
(71)
-
-
(71)
258
218
-
-
476
As at 31 December 2014: Cost Less: Accumulated depreciation
Less: Accumulated depreciation Net book value
Merging Innovative Technology with Environmental Sustainability
Total
Notes to consolidated financial statements
Page
129
A reconciliation of the net book value of investment properties for the years 2014 and 2013 is presented below. (Unit: Million Baht)
Net book value at beginning of year Acquisition of assets Transfers Depreciation charged Disposals Translation adjustments Net book value at end of year
Consolidated financial statements
Separate financial statements
2014
2013
2014
2013
2,942 555 292 (200) (23)
2,435 567 87 (149) (10)
476 79 (27) -
491 (15) -
-
12
-
-
3,566
2,942
528
476
The fair value of the investment properties as at 31 December 2014 and 2013 stated below: Consolidated financial statements Land, factory and office buildings for rent
(Unit: Million Baht) Separate financial statements
2014
2013
2014
2013
7,262
6,259
632
565
The fair value of the above investment properties has been determined based on valuation performed by an accredited independent valuer. The fair value of property is not determined on the basis of market price due to the particular nature of the property and a lack of comparative information. The independent appraisers therefore used standard models to estimate the value of investment properties, such as the direct comparison method, discounted cash flow approach and the direct return estimation method, etc. Key assumptions used in the valuation include yield rate, inflation rate, long-term vacancy rate and long-term growth in real rental rates. As at 31 December 2014, Amata Summit Ready Built Co., Ltd. has pledged its investment properties amounting to Baht 2,662 million (2013: Baht 1,709 million) as collateral against its long-term loans as described in the Note 18 to the financial statements. On 16 January 2014, the Board of Directors Meeting of the Company resolved to approve the entering into the Freehold and Leasehold Real Estate Investment Trust (â&#x20AC;&#x153;REITâ&#x20AC;?) transactions in principle whereby Amata Summit Ready Built Co., Ltd., will enter into the sale and lease transactions of investment properties with a trustee who acting on behalf of and for the benefit of the REIT. The transactions have approximate value not more than Baht 4,750 million (the final selling price will be mutually agreed between the contractual parties). Amata Corporation Public Company Limited
66 -
-
66 -
-
66
Cost: 1 January 2013 Additions Disposals Transfers in (Transfers out)
Translation adjustments
31 December 2013 Additions Disposals
Transfers in (Transfers out)
31 December 2014
Land
14. Property, plant and equipment
Merging Innovative Technology with Environmental Sustainability
39
-
39 -
-
39 -
Land improvement
730
90
638 2 -
6
527 2 (1) 104
Buildings
212
(2)
194 20 -
-
149 51 (3) (3)
Furniture and equipment
807
49
757 1 -
-
631 126
Utility system
62
-
63 1 (2)
-
64 1 (2) -
Motor vehicles
Consolidated financial statements
18
(1)
19 -
-
17 2 -
Other assets
185
(456)
321 320 -
2
348 255 (284)
Assets under construction
2,119
(320)
2,097 344 (2)
8
1,841 311 (6) (57)
Total
(Unit: Million Baht)
Page
130 Annual Report 2014
-
-
-
-
66 66
Translation adjustments
31 December 2013 Depreciation for the year Depreciation on disposals
Transfer in (out)
31 December 2014
Net book value: 31 December 2013 31 December 2014 15 9
30
-
24 6 -
-
17 7 -
Land improvement
390 429
301
-
248 53 -
2
201 46 (1)
Buildings
76 73
139
(1)
118 22 -
-
106 15 (3)
Furniture and equipment
Depreciation for the year 2013 (Baht 76 million included in cost of utility services, and the balance in administrative expenses) 2014 (Baht 94 million included in cost of utility services, and the balance in administrative expenses)
-
Accumulated depreciation: 1 January 2013 Depreciation for the year Depreciation on disposals
Land
308 311
496
-
449 47 -
-
407 42 -
Utility system
15 11
51
-
48 5 (2)
-
44 6 (2)
Motor vehicles
Consolidated financial statements (continued)
2 1
17
(1)
17 1 -
-
17 -
Other assets
321 185
-
-
-
-
-
Assets under construction
116 134
1,193 1,085
1,034
(2)
904 134 (2)
2
792 116 (6)
Total
(Unit: Million Baht)
Notes to consolidated financial statements Page
131
Amata Corporation Public Company Limited
34 -
34
-
-
-
34 34
31 December 2013 Additions Transfers in (Transfers out)
31 December 2014
Accumulated depreciation: 1 January 2013 Depreciation for the year Depreciation on disposals
31 December 2013 Depreciation for the year
Merging Innovative Technology with Environmental Sustainability
31 December 2014
Net book value: 31 December 2013 31 December 2014 13 7
28
22 6
16 6 -
35
35 -
35 -
Land improvement
87 82
32
26 6
21 5 -
114
113 1 -
78 1 34
Buildings
31 26
94
84 10
75 10 (1)
120
115 5 -
105 11 (2) 1
Furniture and equipment
16 11
104
99 5
89 10 -
115
115 -
106 9
Utility systems
3 2
26
24 2
25 1 (2)
28
27 1 -
29 (2) -
Motor vehicles
2 2
17
17 -
17 -
19
19 -
17 3 (1) -
Other assets
81 7
-
-
-
7
81 (74)
67 58 (44)
Assets under construction
32 29
267 171
301
272 29
243 32 (3)
472
539 7 (74)
471 73 (5) -
Total
132
Depreciation for the year 2013 (included in administrative expenses) 2014 (included in administrative expenses)
34 -
Cost: 1 January 2013 Additions Disposals Transfers in (Transfers out)
Land
Separate financial statements
(Unit: Million Baht)
Page Annual Report 2014
Notes to consolidated financial statements
Page
133
As at 31 December 2014, certain items of buildings and equipment of the Company and its subsidiaries were fully depreciated but are still in use. The gross carrying amount before deducting accumulated depreciation of those assets amounted to approximately Baht 528 million and the Company only of Baht 206 million (2013: Baht 485 million and Baht 193 million, respectively).
15. Land awaiting for future development Included in the balance as at 31 December 2014 is a part of the land awaiting for future development of the Company and its subsidiary amounting to Baht 108 million and the Company only of Baht 38 million (2013: Baht 414 million and Baht 38 million, respectively), of which ownership has yet to be transferred from the seller to the Company and its subsidiary.
16. Bank overdrafts and short-term loans from banks (Unit: Million Baht)
Bank overdrafts Short-term loans from banks Total
Consolidated financial statements
Separate financial statements
2014
2013
2014
2013
21
67
5
64
693 714
842 909
643 648
842 906
17. Trade and other payables Consolidated financial statements
(Unit: Million Baht) Separate financial statements
2014
2013
2014
2013
Trade payables - unrelated parties Other payables - related parties (Note 6)
269 4
304 2
61 23
22
Other payables - unrelated parties
193
338
63
122
Total
466
644
147
144
Amata Corporation Public Company Limited
Page
134
Annual Report 2014
18. Long-term loans Consolidated financial statements
(Unit: Million Baht) Separate financial statements
2014
2013
2014
2013
Amata Corporation Plc.
4,197
5,096
4,197
5,096
Amata Summit Ready Built Co., Ltd. Amata City Co., Ltd.
1,746 327
1,252 360
-
-
225
65
-
-
6,495
6,773
4,197
5,096
(1,747) 4,748
(1,387) 5,386
(1,092) 3,105
(1,102) 3,994
Amata Water Co., Ltd. Total Less: Current portion Long-term loans - net of current portion
Movements in the long-term loans account during the year ended 31 December 2014 are summarised below. Consolidated financial statements
(Unit: Million Baht) Separate financial statements
Balance as at 31 December 2013 Add: Additional borrowings
6,773 1,595
5,096 500
Less: Repayment Balance as at 31 December 2014
(1,873) 6,495
(1,399) 4,197
The Company As at 31 December 2014, the Companyâ&#x20AC;&#x2122;s long-term loans from banks comprise credit facilities totaling Baht 5,485 million (2013: Baht 4,585 million) under numerous agreements. Most of these loans carried interest at MLR minus certain rate, as stipulated in the agreement. The loan principle is to be paid in quarter and interest is to be paid in every month. Full settlement of these loans is to be made within October 2015 to November 2018 (2013: October 2015 to November 2018).
Merging Innovative Technology with Environmental Sustainability
Notes to consolidated financial statements
Page
135
Subsidiaries As at 31 December 2014, the subsidiariesâ&#x20AC;&#x2122; long-term loans from banks comprise credit facilities totaling Baht 6,983 million (2013: Baht 7,591 million) under numerous agreements. Most of these loans carried interest at MLR minus certain rate, as stipulated in the agreement. The loan principle is to be paid in every quarter and interest is to be paid in every month. Full settlement of these loans is to be made within May 2017 to September 2022 (2013: March 2016 to September 2022). The loan agreements contain several covenants which, among other things, require the Company and its subsidiaries to maintain debt-to-equity ratio and debt service coverage ratio at the rate prescribed in the agreements, and the Company and its subsidiaries agreed not to mortgage or otherwise encumber the land with any other parties throughout the loan periods. As at 31 December 2014, the long-term credit facilities of the Company and its subsidiaries which have not yet been drawn down amounted to Baht 3,097 million and of the Company only of Baht 243 million (2013: Baht 4,521 million and Baht 243 million, respectively).
19. Statutory reserve Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside to a statutory 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 capital. The statutory reserve is not available for dividend distribution. At present, the statutory reserve has fully been set aside.
20. Revenue from rights of way In current year, Amata City Co., Ltd. had revenue from Amata B. Grimm Power (Rayong) 1 Limited and Amata B. Grimm Power (Rayong) 2 Limited for the rights of way granted to enable them to construct transmission lines and laying down pipes along the roads in the Companyâ&#x20AC;&#x2122;s industrial estate amounting to Baht 3 million and Baht 8 million, respectively. The right carry no expiration date. (2013: the Company had revenue from Amata B. Grimm Power 4 Limited and Amata B. Grimm Power 5 Limited amounting to Baht 67 million each.)
Amata Corporation Public Company Limited
Page
136
Annual Report 2014
21. Income tax Income tax for the years ended 31 December 2014 and 2013 are made up as follows:
Current tax: Current tax for the year Adjustment in respect of income tax of previous year Deferred tax: Related to origination and reversal of temporary differences Income tax reported in the income statements
Consolidated financial statements
(Unit: Million Baht) Separate financial statements
2014
2013
2014
2013
176
247
30
-
(14)
5
-
-
188
107
83
158
350
359
113
158
The reconciliation between of accounting profit and income tax is shown below.
Accounting profit before tax Income tax rate Accounting profit before tax multiplied by income tax rate Adjustment in respect of income tax of previous year Tax effect of income and expense that are not taxable income or not deductible in determining taxable profit Income tax reported in the income statements
Consolidated financial statements
(Unit: Million Baht) Separate financial statements
2014
2013
2014
2013
2,931
2,287
2,017
1,085
20%, 22%
20%, 25%
20%
20%
591
633
403
217
(14)
5
-
-
(227)
(279)
(290)
(59)
350
359
113
158
Merging Innovative Technology with Environmental Sustainability
Notes to consolidated financial statements
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The components of deferred tax assets and liabilities in the statements of financial position are as follows: Consolidated financial statements 2014 2013 Deferred tax assets (liabilities) Deposits and advances received from customers Unused tax loss Revenue from rights of way Provision for long-term employee benefits Revenue received in advance Others Total Presented as Deferred tax assets Deferred tax liabilities Total
(Unit: Million Baht) Separate financial statements 2014 2013
52 (44) 5 (237) 41 (183)
189 57 (48) 5 (222) 37 18
12 (29) 5 (12)
43 57 (33) 4 71
25 (208) (183)
203 (185) 18
(12) (12)
71 71
As at 31 December 2014, a subsidiary company has deductible temporary differences and unused tax losses totaling Baht 39 million (2013: Baht 21 million). No deferred tax assets have been recognised on these amounts as the subsidiary believes future taxable profits may not be sufficient to allow utilisation of the temporary differences and unused tax losses.
22. Expenses by nature Significant expenses classified by nature are as follows:
Cost of land and attributable development costs Changes in cost of real estate development costs and land awaiting for future development Subcontract and maintenance services expenses for the water production system Raw water purchase Salaries and wages and other employee benefits Specific business tax Land transfer fee and other taxes Depreciation and amortisation Electricity expenses
Consolidated financial statements 2014 2013 1,270 1,539
(Unit: Million Baht) Separate financial statements 2014 2013 514 559
921
959
734
331
282 126 226 182 90 352 132
242 122 268 172 125 277 109
115 115 37 66 2
134 83 36 55 1
Amata Corporation Public Company Limited
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Annual Report 2014
23. Promotional privileges The Company and its subsidiaries have received promotional privileges from the Board of Investment. Subject to certain imposed condition, the privileges include an exemption from corporate income tax for promoted operations. In 2014, the Company and its subsidiaries had revenues, determined in accordance with tax legislation, of promoted operations amounting to Baht 4,042 million, and of the Company only amounting to Baht 2,953 million (2013: Baht 1,802 million and Baht 634 million, respectively).
24. Basic earnings per share Basic earnings per share is calculated by dividing profit for the year attributable to equity holders of the Company (excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the year.
25. Segment information Operating segment information is reported in a manner consistent with the internal reports that are regularly reviewed by the chief operating decision maker in order to make decisions about the allocation of resources to the segment and assess its performance. Transfer prices between business segments are as set out in Note 6 to the financial statements. The following tables present revenue and profit information regarding the Company and its subsidiariesâ&#x20AC;&#x2122; operating segments for the year ended 31 December 2014 and 2013.
Merging Innovative Technology with Environmental Sustainability
Notes to consolidated financial statements
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Business segments: (Unit: Million Baht) Industrial estate development Utility services segment segment
Elimination of inter-segment revenues Consolidation
Rental segment
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
Revenue from external customers
5,348
5,343
1,359
1,253
688
568
-
-
7,395
7,164
Intersegment revenues Total revenues
441 5,789
636 5,979
54 1,413
49 1,302
40 728
41 609
(535) (535)
(726) (726)
7,395
7,164
Segment income Unallocated income and expenses: Revenue from rights of way Interest income Other income Selling expenses Administrative expenses Share of profit from associated companies Finance cost
3,156
2,845
222
206
449
386
3,827
3,437
11 90 134 (358) (660)
98 96 148 (426) (815)
226 (360)
99 (350)
(350) 2,560
(359) 1,928
Income tax Profit for the year
Geographical segments: (Unit: Million Baht) For the years ended 31 December Segment in Thailand Segment revenue Segment profit
Segment in Overseas
Total
2014
2013
2014
2013
2014
2013
6,798 3,580
6,525 3,088
597 247
639 349
7,395 3,827
7,164 3,437
Amata Corporation Public Company Limited
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Annual Report 2014
26. Provident fund The Company and its subsidiaries and their employees have jointly established a provident fund in accordance with the Provident Fund Act B.E. 2530. The Company, its subsidiaries and their employees each contribute to the fund monthly at the rate of 5 percent to 15 percent of basic salary. The fund, which is managed by Kasikorn Asset Management Co., Ltd., will be paid to employees upon termination in accordance with the fund rules. During 2014, the Company and its subsidiaries contributed Baht 9 million and the Company only of Baht 6 million (2013: Baht 8 million and Baht 5 million, respectively) to the fund.
27. Dividends Dividends Interim dividends for 2014 Final dividends for 2013
Approved by Board of Directorsâ&#x20AC;&#x2122; meeting on 12 November 2014 Annual General Meeting of the shareholders on 21 April 2014
Total dividends for 2014 Interim dividends for 2013 Final dividends for 2012
Board of Directorsâ&#x20AC;&#x2122; meeting on 12 November 2013 Annual General Meeting of the shareholders on 22 April 2013
Total dividends for 2013
Total dividends
Dividend per share
(Unit: Million Baht)
(Unit: Baht per share)
213
0.20
267 480
0.25 0.45
267
0.25
320 587
0.30 0.55
28. Commitments and contingent liabilities 28.1 Long-term commitments The Company On 19 December 2005, the Company entered into an agreement with Amata Spring Development Company Limited (ASDL) to lease and sell land in Amata Nakorn Industrial Estate to the latter for development of its golf course project. Pertinent terms of this agreement are summarised below. 1. The Company agrees to lease 274,653 square wah (approximately 687 rais) of land to ASDL for an annual rental of Baht 2 million, commencing from 1 January 2010. The lease is for a period of 30 years and can be renewed on the same terms for another 30 years after the expiration of the initial lease term.
Merging Innovative Technology with Environmental Sustainability
Notes to consolidated financial statements
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2. The Company agrees to sell 46,443 square wah (approximately 116 rais) of land to ASDL at Baht 7,300 per square wah. ASDL is to pay a deposit of Baht 30 million in 5 equal annual installments of not less than Baht 6 million per annum commencing from the date ASDL obtains a land subdivision permit from the authorities. The balance is to be paid within 2 years after the transfer of the land to ASDL. Amata (Vietnam) Joint Stock Company Limited The subsidiary company had outstanding commitments to pay remuneration to the Vietnamese government agency pursuant to the agreement as follows. - To lease land area of 241.04 hectare at the rate of USD 1,000 per hectare per annum and will increase 15 percent every 5 years commencing on 1 January 2006. - To lease land area of 0.47 hectare at the rate of VND 58 million per hectare per annum for the first five years, after that it will be adjusted in accordance with approval of the Vietnamese government. - To lease land area of 140.75 hectare at the rate of VND 145 million per hectare per annum for the first five years, after that it will be adjusted in accordance with approval of the Vietnamese government. - To lease land area of 67.97 hectare at the rate of VND 20.995 million per hectare per annum for the first five years, after that it will be adjusted in accordance with approval of the Vietnamese government. - To lease land area of 17.10 hectare at the rate of VND 36.225 million per hectare per annum for the first five years, after that it will be adjusted in accordance with approval of the Vietnamese government. - To lease commercial land area of 15.39 hectare at the rate of VND 750 million per hectare per annum for the first five years, after that it will be adjusted in accordance with approval of the Vietnamese government. Amata Asia Limited The subsidiary company had outstanding commitments to pay remuneration of USD 2.5 million for the receipt of the transfer of the right from an unrelated company to jointly-develop an industrial area in overseas and to pay remuneration at a rate of 5% of rental received from the sub-lease. Amata Water Company Limited In order to facilitate the supply of sufficient water to meet consumer demand in Amata Nakorn Industrial Estate and Amata City Industrial Estate, the subsidiary company has entered into several long-term agreements with other companies to purchase raw water and production to tap water at prices and in quantity stipulated in the agreements, with the prices subject to increase based on the Consumer Price Index. The agreements will expire between 2017 and 2030. 28.2 Guarantees (1) As at 31 December 2014, the Company has guaranteed bank credit facilities of its subsidiaries up to the amount of Baht 32 million (2013: Baht 32 million). (2) As at 31 December 2014, there were outstanding bank credit facilities for a total of Baht 577 million (2013: Baht 577 million) issued by banks on behalf of the Company to guarantee the joint investments in Amata B. Grimm Power 4 Limited and Amata B. Grimm Power 5 Limited. Amata Corporation Public Company Limited
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Annual Report 2014
(3) As at 31 December 2014, there were outstanding bank guarantees of approximately Baht 25 million issued by banks on behalf of the Company and its subsidiaries and the Company only of Baht 3 million (2013: Baht 24 million and Baht 3 million, respectively) to guarantee electricity use and other contractual performance of the Company and its subsidiaries. (4) As at 31 December 2014, there were outstanding letters of guarantee for a total of Baht 1,024 million issued by banks to the Industrial Estate Authority of Thailand to guarantee performance of the Company and its subsidiary and the Company only of Baht 441 million (2013: Baht 740 million and Baht 200 million, respectively) under the agreement to jointly-develop the Amata Nakorn Industrial Estate in Chonburi and the Amata City Industrial Estate in Rayong.
29. Operating lease for which the Company and its subsidiaries acts as a lessor The Company and its subsidiaries have several operating lease agreements in respect of the lease of land, office and factory buildings. The terms of the agreements are generally between 6 months to 50 years. As at 31 December 2014, future minimum rental income to be generated under these operating leases is as follows. (Unit: Million Baht) Separate
Consolidated financial statement Less than 1 year 1 to 5 years More than 5 years
financial statement
2014
2013
2014
2013
519 578 496
459 524 372
48 95 313
41 61 238
30. Financial instruments 30.1 Financial risk management The Company and its subsidiariesâ&#x20AC;&#x2122; financial instruments, as defined under Thai Accounting Standard No.107 â&#x20AC;&#x153;Financial Instruments: Disclosure and Presentationsâ&#x20AC;?, principally comprise cash and cash equivalents, current investments, trade and other receivables, loans, trade and other payables and short-term and long-term borrowings. The financial risks associated with these financial instruments and how they are managed is described below. Credit risk The Company and its subsidiaries are exposed to credit risk primarily with respect to trade and other receivables and loans. The Company and its subsidiaries manage the risk by adopting appropriate credit control policies and procedures and therefore do not expect to incur material financial losses. In addition, the Company and its subsidiaries do not have high concentrations of credit risk since they have a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of trade and other receivables and loans as stated in the statement of financial position.
Merging Innovative Technology with Environmental Sustainability
Notes to consolidated financial statements
Page
143
Interest rate risk The Company and its subsidiary exposure to interest rate risk relates primarily to their cash at banks, current investments, bank overdrafts, loans, and short-term and long-term borrowings. However, since most of the Company and its subsidiaries’ financial assets and liabilities bear floating interest rates or fixed interest rates which are close to the market rate. The interest rate risk is expected to be minimal. Foreign currency risk The Company’s and its subsidiaries’ exposure to foreign currency risk is considered to be low since the majority of their business transactions are denominated in local currency. 30.2 Fair values of financial instruments Since the majority of the Company and its subsidiaries’ financial instruments are short-term in nature or bear floating interest rates, their fair value is not expected to be materially different from the amounts presented in the statement of financial position. A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable, willing parties in an arm’s length transaction. The fair value is determined by reference to the market price of the financial instrument or by using an appropriate valuation technique, depending on the nature of the instrument.
31. Capital management The primary objective of the Company’s capital management is to ensure that it has appropriate capital structure in order to support its business and maximise shareholder value. As at 31 December 2014, the Group’s debt-to-equity ratio was 0.81:1 (2013: 1.18:1) and the Company’s was 0.89:1 (2013: 1.70:1).
32. Approval of financial statements These financial statements were authorised for issue by the Company’s Board of Directors on 17 February 2015.
Amata Corporation Public Company Limited
Superb Management Team
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Executivesâ&#x20AC;&#x2122; Biographies
001 Mr.Yoot Rojvirasingh
004 Mr.Kasem Pornananrat
002
003
Mr.Surakij Kiatthanakorn
Mr.Siew Ko Chuen
005
006
Ms.Songchom Tangnawapan
Mr.Chairat Suwanvicharn
Amata Corporation Public Company Limited
Page
146
007 Mr.Paradorn Songsuwan
010 Mrs.Varaporn Vatcharanukroh
013 Mrs. Chindanat Pheschawong
Annual Report 2014
008 Mr.Viwat Kromadit
011 Ms.Dendao Komolmas
014 Mr.Yasuo Tsutsui
Merging Innovative Technology with Environmental Sustainability
009 Mr.Kamjorn Vorawongsakul
012 Ms.Chindarat Ungsukulchai
Executives’ Biographies
Page
147
001
002
003
Position in Amata Corporation PCL. • Chief Business Officer
Position in Amata Corporation PCL. • Deputy Chief Business Development / Infrastructure
Position in Amata Corporation PCL. • Senior Vice President of Accounting & Finance, Information Technology and Investor Relations
Age • 51 Years Education • Master degree in Marketing, Thammasat University • Master degree in Construction Management, Chulalongkorn University • Bachelor degree in Civil Engineering, Chulalongkorn University
Age • 47 Years
Age • 47 Years
Education • Master Degree in Management, Sasin Graduate Institute of Business Administration of Chulalongkorn University • Master Degree in Communication & DSP, Imperial College London
Education • Bachelor degree in Commerce (Accounting & Finance), • Griffith University, Brisbane, Australia • Associate Member of Australian Society of Certified Public Accountant (ASCPA)
Other Current Position • None
Other Current Position • None
Other Current Position • None
Experience • 2003-2011 CEO, 304 Industrial Park Co.,Ltd. • 2000-2013 Director of Thailand Science Park, National Science and Technology Development Agency
Experience • 1996-2009 : vice president Siemens communication Thailand • 2010-2012 : Head of sale Business solutions Nokia Siemens networks Thailand • 2013-2014 : senior vice president business development Loxley wireless
Experience • Schneider Electric S.A. France • 1996 – 2005 Regional Financial Controller and Director in MGE Asia Pte. Ltd. (Singapore) for South Asia Pacific Zone • 2005 – 2009 Country Finance Director in PT Schneider Indonesia • 2009 – 2012 Country CFO and Director in Schneider (Thailand) Limited • 2012 – 2013 Director Project Finance (East Asia) in Schneider Electric South East Asia (HQ) Pte. Ltd. (Singapore)
Years of Service in Amata Corporation PCL. • 1 Year 7 Months Shares acquired • None
Years of Service in Amata Corporation PCL. • 3 Months Shares acquired • None
Years of Service in Amata Corporation PCL. • 1 Year 10 Months Shares acquired • None
Amata Corporation Public Company Limited
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Annual Report 2014
004
005
006
Age • 47 Years
Age • 53 Years
Age • 53 Years
Education • Master’s degree in Engineering Management, The George Washington University • Bachelor’s degree in Electrical Engineering, King Mongkut’s Institute of Technology Ladkrabang
Education • Bachelor’s degree in English, Thammasat University
Education • Bachelor’s degree in law, Ramkhamhaeng University
Other Current Positions • Director, Amata (Vietnam) Joint Stock Company • Director, Amata VN PCL. • Director, Amata Global Ltd.
Other Current Positions • None
Position in Amata Corporation PCL. • Vice President : Amata ICT Project President
Other Current Position • None Experience • 2008-2011 Deouty Managing Director , Digital Research and Consulting Co., Ltd • 2011-2014 Public Sector Sale Director, Microsoft (Thailand) Ltd. • 2014-Present Conntry Manager, Rhipe Technology (Thailand) Co., Ltd.
Position in Amata Corporation PCL. • Vice President/ Marketing and Sales Department
Years of service in Amata Corporation PCL. • 25 years
Position in Amata Corporation PCL. • Vice President/ Land and Government Affairs Department
Years of service in Amata Corporation PCL. • 26 years Shares acquired • None
Shares acquired • None
Years of Service in Amata Corporation PCL. • 1 Year 8 Months Shares acquired • None
007
008
009
Position in Amata Corporation PCL. • Senior Vice President / Oversea Engineering New Project
Position in Amata Corporation PCL. • Vice President of Group Engineering Project
Age • 60 Years
Age • 52 Years
Education • Bachelor’s degree in civil engineering, Chiangmai University
Education • Master Degree in Management, Kasetsart University • Master Degree in Management, Sasin Graduate Institute of Busuness Administation of Chulalongkorn University
Position in Amata Corporation PCL. • Vice President/ Relationship Management Department Age • 59 Years Education • Master’s degree in business administration, Kasetsart University Other Current Positions
Other Current Positions • Director, Amata Water Co.,Ltd • Director, Amata Facility Services Co.,Ltd • Director, Amata Summit Ready Built Co.,Ltd
Other Current Position • None
Years of service in Amata Corporation PCL. • 22 years
Experience • 2003-2011 Managing Director, Kromadit Corp Co.,Ltd.
Shares acquired • None
Years of Service in Amata Corporation PCL. • 3 Years Shares acquired • None
Merging Innovative Technology with Environmental Sustainability
• None
Years of service in Amata Corporation PCL. • 26 years Shares acquired • None
Executives’ Biographies Page
149
010
011
012
Age • 56 Years
Age • 53 Yearse
Age • 53 Years
Education • Bachelor’s degree in accounting, Thammasat University • Training with the Thai Institute of Directors Association (IOD) • Company Secretary Program, 2003 • Effective Minute Taking, 2006 • Board Reporting Program, 2013
Education • Master’s degree in business administration, National Institute of Development Administration NIDA
Education • Master Degree in Business Administration, Ramkhamhaeng University
Other Current Positions • Director, Amata Facility Services Co.,Ltd • Director, Amata Summit Ready Built Co.,Ltd • Director, Thai-Chinese Rayong Industrial Realty Development Co., Ltd.
Other Current Position • None
Position in Amata Corporation PCL. • Company Secretary
Other Current Positions • Director, Amata Development Co., Ltd. • Director, Amata Mansion Service Co., Ltd. • Director, Vantec Amata Logistics (Thailand) Co., Ltd. Years of service in Amata Corporation PCL. • 25 years Shares acquired • 232,840
Position in Amata Corporation PCL. • Vice President/ Corporate Financ
Director, Amata Global Ltd. • Inspection Committee, Amata (Vietnam) Joint Stock Company • Managing Director, Amata Summit Reit Management Co., Ltd.
Position in Amata Corporation PCL. • Vice President of Group Accounting
Experience • 1993-2014 Senior Manager • Finance & Control, Schneider Group Years of Service in Amata Corporation PCL. • 9 Months Shares acquired • None
Years of service in Amata Corporation PCL. • 24 years Shares acquired • None
013
014
Position in Amata Corporation PCL. • Senior Human Resources & Administration Department Manager
Position in Amata Corporation PCL. • Marketing Manager
Age • 57 years
Education • Master Degree in Educatio, Chulalongkorn University Other Current Positions • None Years of service in Amata Corporation PCL. • 3 year 4 months
Age • 43 years
Education • Bachelor’s degree in English, Kansai Gaidai University Japan Other Current Positions • None Years of service in Amata Corporation PCL. • 16 years
Amata Corporation Public Company Limited
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Annual Report 2014
Executivesâ&#x20AC;&#x2122; Biographies (Subsidiaries)
001 Mrs. Somhatai Panichewa
004 Mr. Aukkares Choochouy
002 Mr.Kampol Tatiyakavee
005 Ms. Janjira Yamyim
Merging Innovative Technology with Environmental Sustainability
003 Mr. Chuchat Saitin
Executives’ Biographies (Subsidiaries)
001
Page
151
Position in Amata VN PCL. • Director and Chief Executive Officer
002
Position in Amata VN PCL. • Director and Chief Operating Officer
003
Age • 49 years
Age • 55 Years
Age • 53 years
Education • Master’s degree in management, Sasin Graduate Institute of Business Administration, Chulalongkorn University
Education • Master Degree in Science in Industrial Engineering, The university of Texas at Arlington
Education • Master’s degree in business administration, Burapha University • Bachelor’s degree in civil engineering, Chiangmai University
Other Current Positions • Chairperson of Investment Board, Amata Corporation PCL • Director & CEO, Amata Asia Ltd. • Director & President, Amata (Vietnam) Joint Stock Company • Director, Amata Holding Co.,Ltd. • Director, Chewathai Ltd. • Director, Global Environmental Technology Co., Ltd. (GETCO) • Director, APT 30 Corporation Co.,Ltd. • Director, Amata Foundation
Other Current Position • None
Position in Amata Water Co., Ltd. • Managing Director
Other Current Positions • Director, Amata Facility Services Co.,Ltd
Experience • 2008-2010 CEO, Pataya Food Industries Limited • 2010-2013 CEO, Daidomon Group Public Co.,Ltd. Years of Service in Amata VN PCL. • 1 Year 7 Months
Years of service in Amata Water Co., Ltd. • 13 years
Shares acquired • None
Years of service in Amata Group • 10 years
004
005
Position in Amata Facility Services Co., Ltd. • Managing Director
Position in Amata Summit Ready Built Co., Ltd. • Managing Director Age • 47 years Education • Master’s degree in business administration, Boston University U.S.A. Other Current Positions
Age • 47 years Education • Master’s degree in business administration, Southwest Missouri State University U.S.A. • Bachelor’s degree in economics, Thammasat University Other Current Positions • Director, Amata Natural Gas Distribution Co., Ltd. • Director, Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd.
• None
Years of service in Amata Summit Ready Built Co., Ltd. • 10 years
Years of service in Amata Group • 15 years
Amata Corporation Public Company Limited
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Annual Report 2014
List of Company’s Directors and Executives and Position Holding in Company, Subsidiary, Associate and Other Company
Subsidiary
Name
MR. CHACKCHAI PANICHAPAT MR. VIKROM KROMADIT
X, //
/, //** /, //
MR. VIBOON KROMADIT
/, //,** /, //
MR. ANUCHA SIHANATKATHAKUL MR. NOPPUN MUANGKOTE ASSOC. PROF. DR. SOMCHET THINAPHONG MR. VATANA SUPORNPAIBUL MR. YOOT ROJVIRASINGH
Associated Company
Other Company
City AVN AW AFS AAsia ASRB Amata VN TCR Global ASRB-R BIP-D VIA ANGD ABPL SEALS ABP4 ABP5 ABP3 BIP-S APBH ABPR1 ABPR2
Company
/, //
/
/ /
X
/
X
/, // /, // / /, // /
/,//
/
/
/
/
/
/
/, //
/
/
/
/
**
MR. SIEW KO CHUEN
**
MR. SURAKIJ KIATTHANAKORN MR. KASEM PORNANANRAT MS. SONGCHOM TANGNAWAPAN MR. CHAIRAT SUWANVICHARN MR. PARADORN SONGSUWAN MR. VIWAT KROMADIT
*
MR. KAMJORN VORAWONGSAKUL MRS. VARAPORN VATCHARANUKROH MS. DENDAO KOMOLMAS
*
*
*
MS. CHINDARAT UNGSUKULCHAI
*
* *
/
*
*
/, // /, //
/
/
/
/
/
/
*
/, //
/
/,// /
Merging Innovative Technology with Environmental Sustainability
/
/
/
Page
Remark: City AVN AW AFS AAsia ASRB Amata VN TCR Global ASRB-R BIP-D VIA ANGD ABPL SEALS ABP 4 ABP 5 ABP 3 BIP-S APBH ABPR 1 ABPR 2 X / // ** *
= = = = = = = = = = = = = = = = = = = = = = = = = = =
153
Amata City Co., Ltd. Amata (Vietnam) Joint Stock Company Amata Water Co., Ltd. Amata Facility Services Co., Ltd. Amata Asia Ltd. Amata Summit Ready Built Co., Ltd. Amata VN PCL. Thai-Chinese Rayong Industrial Realty Development Co., Ltd. Amata Global Pte. Ltd. Amata Summit Reit Management CO., LTD. Amata Development Co., Ltd. Vantec Amata Logistics (Thailand) Co., Ltd. Amata Natural Gas Distribution Co., Ltd. Amata B. Grimm Power Ltd. Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd. Amata B. Grimm Power 4 Ltd. Amata B. Grimm Power 5 Ltd. Amata B. Grimm Power 3 Ltd. Amata Mansion Service Co., Ltd. Amata Power (Bien Hoa) Co., Ltd. Amata B. Grimm Power (Rayong) 1 Ltd. Amata B. Grimm Power (Rayong) 2 Ltd. Chairman Director Executive Director Executive under the definition of SEC Executive
Amata Corporation Public Company Limited
Page
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Annual Report 2014
Directors in Amata Subsidiaries
Subsidiaries
Name Mr. Arsa Sarasin Pol. Gen. Chavalit Yodmani Mr. Vikrom Kromadit Mr. Harald Link Mr. Anucha Sihanatkathakul Mr. Chackchai Panichapat Mr. Viboon Kromadit Mrs. Somhatai Panichewa Dr. Worapatr Todhanakasem Mr. Paradorn Songsuwan Mr. Kamolchai Pattarodom Mr. Thanapat Sornkul Mr. Chuchat Saitin Ms. Songchom Tangnawapan Ms. Janjira Yamyim Ms. Karntima Charoenchaiprasert Ms. Dendao Komolmas
Amata (Vietnam) Amata Amata Joint Amata Facility City Co., Stock Water Services Amata Ltd. Company Co., Ltd. Co., Ltd. Asia Ltd. X /, //
Amata Thai-Chinese Amata Summit Rayong Reit Ready Industrial Realty Amata ManageBuilt Amata Development Global ment Co., Ltd. VN PCL. Co., Ltd. Pte.Ltd. Co.Ltd.
X
/, // /
X /
/
/
/, //
X
/
/, //
/, //
/, //
/
/ X
/
/, //
/, // /
/
/ /, //
/, //
/
/, // / /, //
/ /
/
/
/
/, // / /, //
Ms.Ng Choon Soon
Merging Innovative Technology with Environmental Sustainability
/
/, //
/ /
/
Page
155
Subsidiaries
Name Mr. Aukkares Choochouy Mr. Choothong Patanatmarueng Mr. Santi Patanatmarueng Mr. Thaveechat Jurangkool Mr. Kornkrit Jurangkool Mrs. Ajarie Visessiri Mr. Mats Anders Lundqvist Mr. Chu Thanh Son Mr. Do Ngoc Son Mr. Huynh Ngoc Phien Mrs. Pham Thi Thanh Huong Mr. Nguyen Minh Huy Mr. Kampol Tatiyakavee Pol General Chidchai Vanasatidya Mr. Wang Licheng Mr. Xiao Qi Jing Mr. Xu Gen Luo Mr. Zhoa Bin Mr. Suan Snidvongs Na Ayuthaya Mr. Apinan Na Ranong
หมายเหตุ
Amata (Vietnam) Amata Amata Joint Amata Facility City Co., Stock Water Services Amata Ltd. Company Co., Ltd. Co., Ltd. Asia Ltd.
Amata Thai-Chinese Amata Summit Rayong Reit Ready Industrial Realty Amata ManageBuilt Amata Development Global ment Co., Ltd. VN PCL. Co., Ltd. Pte.Ltd. Co.Ltd.
/, // X, // /,// / / / / / / X
/ /
/ / /
/ X / / /, // /, // / /
X = Chairman / = Director // = Executive Director Amata Corporation Public Company Limited
Worldâ&#x20AC;&#x2122;s Leading Industrial City Developer.
Amata Corporation Public Company Limited
THAILAND
BANGKOK OFFICE
Amata Corporation PCL. Amata Nakorn Industrial Estate 700 Moo 1 Klong Tamru, Muang Chonburi, 20000 Thailand Tel : +66 38 939 007 Fax : +66 38 939 000
2126 Kromadit Building New Petchburi Road, Bangkapi, Huay Kwang, Bangkok, 10310 Thailand Tel : +66 2 792 0000 Fax : +66 2 318 1096
AMATA CITY CO., LTD. Amata City Industrial Estate 7 Moo 3 Bowin, Sriracha Chonburi 20230 Thailand Tel : +66 38 497 007 Fax : +66 38 497 000
VIETNAM Amata (Vietnam) Joint Stock Company Long Binh Ward, Bien Hoa City, Dong Nai Province, Vietnam Tel : (84) 61 3991 007 Fax : (84) 61 3892 895