$ P O U F O U T
.FTTBHF GSPN UIF $&0 &DPOPNJD 0VUMPPL 1SPQFSUZ .BSLFU 0VUMPPL "1~T 1SPKFDUT #PBSE PG %JSFDUPST &YFDVUJWF #PBSE $PNQBOZ #BDLHSPVOE #VTJOFTT 4USVDUVSF 3JTL 'BDUPST 'JOBODJBM 3FTVMUT 4IBSFIPMEJOH 4USVDUVSF BOE UIF .BOBHFNFOU $POUSPM PO VTF PG JOTJEF JOGPSNBUJPO (PPE $PSQPSBUF (PWFSOBODF
%JSFDUPST~ 3FQPSU PO 'JOBODJBM 4UBUFNFOUT 3FQPSU PG UIF "VEJU $PNNJUUFF 3FQPSU PG *OEFQFOEFOU "VEJUPS 'JOBODJBM 4UBUFNFOUT /PUFT UP $POTPMJEBUFE 'JOBODJBM 4UBUFNFOUT $PNQBOZ *OGPSNBUJPO
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~T TUSBUFHZ CZ DIBOHJOH QSPEVDU NJY GSPN PG UPUBM QSPKFDUT MBVODIFE GSPN DPOEPNJOJVN JO UP BQQSPYJNBUFMZ 5IF DPNQBOZ BMTP SFEVDFT UIF QPSUJPO GSPN TJOHMF EFUBDIFE IPVTF GSPN UP POMZ )PXFWFS UIF DPNQBOZ TUJMM NBJOUBJOT UPXOIPVTF QSPKFDU BU PG PVS QPSUGPMJP %VSJOH UIF DPNQBOZ BMTP JOUSPEVDFE UXP OFX DPOEPNJOJVN QSPEVDUT VOEFS UIF CSBOE m-JGFn m-JGFn JT UIF #BIU NJMMJPO VOJU DPOEPNJOJVN BMPOH NBTT USBOTJU MJOF BOE GPDVT PO NJEEMF UP MPX FOE NBSLFU #PUI QSPKFDUT BSF XFMM SFDFJWFE CZ PVS DVTUPNFST 'PS PVS FYJTUJOH NJEEMF UP IJHI FOE DPOEPNJOJVN QSPKFDUT XJUI #BIU NJMMJPO VOJU UIFZ BSF VOEFS UIF OBNF m5IF "EESFTTn UP EJGGFSFOUJBUF UIF DPOEPNJOJVN QSPEVDUT BT JO UIF DBTF PG m#BBO ,MBOH ,SVOHn BOE m#BBO ,MBOH .VBOHn IPVTJOH QSPKFDUT %VSJOH UIF DPNQBOZ IBT DPOUJOVFE UP EFWFMPQ JOOPWBUJWF QSPEVDUT UP SFTQPOE UP DPOTVNFS QSFGFSFODF BOE XJMM DPOUJOVF UP JNQSPWF RVBMJUZ 0OF PG UIJT JT UIF FTUBCMJTINFOU PG PVS TVCTJEJBSZ $JUJTNBSU 4FSWJDF $P -UE UP TFSWJDF "1~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~T TVTUBJOBCMF HSPXUI JO UIF GVUVSF :PVS NBOBHFNFOU UFBN BOE * XPVME MJLF UP UIBOL ZPV FWFSZPOF GPS UIF XBSN TVQQPSU .S "OVQIPOH "TTBWBCIPLIJO $IJFG &YFDVUJWF 0GGJDFS
" O O V B M 3 F Q P S U
& D P O P N J D 0 V U M P P L
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
" O O V B M 3 F Q P S U
QSPQFSUZ NBSLFU TIPVME DPOUJOVF UP FYQBOE BMPOH XJUI FDPOPNJD HSPXUI "T DBO CF TFFO GSPN UIF IPVTF SFHJTUSBUJPOT OVNCFS JO #BOHLPL BOE (SFBUFS #BOHLPL JO +BO ½ /PW PG VOJUT ZFBS PO ZFBS JODSFBTF XIJDI DBO CF DMBTTJGJFE JOUP VOJUT PG TJOHMF EFUBDIFE IPVTF ZFBS PO ZFBS EFDSFBTF VOJUT PG UPXOIPVTF ZFBS PO ZFBS JODSFBTF BOE VOJUT PG DPOEPNJOJVN ZFBS PO ZFBS JODSFBTF BMUIPVHI SJTJOH PJM QSJDF IJHI JOUFSFTU SBUF QPMJUJDBM JOTUBCJMJUZ BOE TPVUIFSO WJPMFODF NBZ DPOUJOVF UP EBNQFO DPOTVNFS DPOGJEFODF 5IF JOUFOTF DPNQFUJUJPO JO JO UIF QSPQFSUZ NBSLFU QSPNQUFE NBOZ QSPQFSUZ EFWFMPQFST UP TUJNVMBUF TBMFT UISPVHI WBSJPVT BHHSFTTJWF TUSBUFHJFT JO UFSNT PG QSPEVDUT QSJDJOH MPDBUJPO BMMJBODFT PS PUIFS QSPNPUJPOT UP BUUSBDU DVTUPNFST BOE TIPSUFO CVZJOH EFDJTJPO )PXFWFS UIF QSPQFSUZ NBSLFU JO UIF GJSTU IBMG PG UIF ZFBS XBT TMPX EVF UP SJTJOH PJM QSJDF BOE JOUFSFTU SBUF BOE QPMJUJDBM VODFSUBJOUZ JO UIF DPVOUSZ %VSJOH UIF TFDPOE IBMG PG UIF ZFBS UIF TVCTJEF PG PJM QSJDF UPHFUIFS XJUI UIF TUBCJMJ[BUJPO PG JOUFSFTU SBUF BOE UIF QPMJUJDBM TJUVBUJPO DPOTVNFS DPOGJEFODF CFHBO UP JNQSPWF GJHVSF BOE $POTFRVFOUMZ UIF QSPQFSUZ NBSLFU CFHBO UP SFDPWFS JO UIF UIJSE RVBSUFS BOE UIF GPVSUI RVBSUFS PG MBTU ZFBS
1 S P Q F S U Z . B S L F U 0 V U M P P L 'JHVSF $POTVNFS DPOGJEFODF WT 0JM 1SJDF 4PVSDF 65$$ &OFSHZ 1PMJDZ 1MBOOJOH 0GGJDF
'JHVSF $POTVNFS DPOGJEFODF WT *OUFSFTU 3BUF 4PVSDF 65$$ #BOL PG 5IBJMBOE
#FTJEFT UIF BGPSFNFOUJPOFE GBDUPST QSPQFSUZ NBSLFU XBT TUJNVMBUFE CZ NBTT USBOTJU TZTUFN CPUI GSPN FYJTUJOH BOE QMBOOFE TLZUSBJO BOE TVCXBZ XIJDI IBT SFTVMUFE JO B DIBOHF JO DPOTVNFS QBUUFSOT .PSF DPOTVNFST XBOUFE UP MFBWF OFBS UIFTF NBTT USBOTJU MJOFT UP TBWF USBWFMMJOH UJNF BOE JNQSPWFE DPOWFOJFODF 3JTJOH PJM QSJDF IBT DBVTFE JODSFBTFE USBOTQPSUBUJPO DPTU GJHVSF BOE QSPNQUFE DPOTVNFST UP MJWF DMPTFS UP DJUZ BOE EFNBOE NPSF DPOEPNJOJVN QSPKFDUT BMPOH NBTT USBOTJU MJOF " O O V B M 3 F Q P S U
'JHVSF $PNQBSJTPO CFUXFFO PJM QSJDF BOE USBOTQPSUBUJPO DPTU BT B QFSDFOUBHF PG JODPNF 5SBOTQPSUBUJPO DPTU BT PG :FBS 0JM 1SJDF #BIU MJUSF JODPNF 4PVSDF &OFSHZ 1PMJDZ 1MBOOJOH 0GGJDF ,BTJLPSO 3FTFBSDI
'PS QSPQFSUZ EFWFMPQFST UIJT DIBOHJOH DPOTVNFS MJGFTUZMF NFBOT UIBU EFWFMPQFST OFFE UP BEKVTU UIFJS QSPEVDUT UP BMJHO UP DPOTVNFS QSFGFSFODF UIVT JOUFOTF DPNQFUJUJPO JO BMM TFHNFOUT XIJDI BSF TJOHMF EFUBDIFE IPVTFT UPXOIPVTFT PS DPOEPNJOJVNT NBSLFU FTQFDJBMMZ JO UIF NJEEMF UP MPX FOE NBSLFU XIJDI IBE IJHIFS EFNBOE UIBO UIF IJHI FOE NBSLFU 8F IBWF XJUOFTTFE NBOZ QSPKFDUT XJUI VOJU QSJDF VOEFS #BIU NJMMJPO JOUSPEVDFE PWFS GJHVSF JO UFSNT PG VOJU 7BMVF XJTF TJOHMF EFUBDIFE IPVTF XJUI VOJU QSJDF #BIU NJMMJPO XBT UIF NPTU QPQVMBS QSPEVDU DBUFHPSZ 4FDPOE JO QMBDF JT UIF #BIU NJMMJPO DPOEPNJOJVN QSPKFDU GJHVSF
ª £¸ ² § ° À ¨ £ © ´ h
'JHVSF 5PQ 1SPKFDU MBVODIFT JO +BO %FD JO UFSNT PG VOJU 6OJU 1SPQPSUJPO $POEP N 5) N 4%) N 5) N $POEP N 5PUBM
$IBOHF
4PVSDF "HFODZ GPS 3FBM &TUBUF "GGBJST
'JHVSF 5PQ 1SPKFDU MBVODIFT JO +BO %FD JO UFSNT PG WBMVF 7BMVF 1SPQPSUJPO 4%) N $POEP N 4%) N $POEP N $POEP N 5PUBM
$IBOHF
4PVSDF "HFODZ GPS 3FBM &TUBUF "GGBJST
5IF QSPQFSUZ NBSLFU JO TIPVME DPOUJOVF UP HSPX JO MJOF XJUI FDPOPNJD HSPXUI BQQSPYJNBUFMZ JO 1PTTJCMF MPXFS JOUFSFTU SBUFT TIPVME JODSFBTF DPOTVNFS QVSDIBTJOH QPXFS )PXFWFS UIF LFZ GBDUPST PG DPODFSO BSF UIF QPMJUJDBM TJUVBUJPO WPMBUJMF PJM QSJDF BOE SJTL PG IPVTJOH PWFSTVQQMZ FTQFDJBMMZ JO NJEEMF UP MPX FOE DPOEPNJOJVN NBSLFU XIJDI IBT HBJOFE B MPU PG BUUFOUJPO SFDFOUMZ GSPN EFWFMPQFST
" O O V B M 3 F Q P S U
#BBO ,MBOH ,SVOH 5IF /JDF 3BUDIBWJCIB
#BBO ,MBOH ,SVOH
ª £¸ ² § ° ¥ ² ª± « ² £´ ¡ £± ¢l " 1 ~ T 1 S P K F D U T
(SBOEF 7JFOOB 3BNB
#BBO ,MBOH .VBOH 4XJTT 5PXO ,BTFU /BXBNJO
" O O V B M 3 F Q P S U
#BBO ,MBOH .VBOH 5IF 3PZBM .POBDP 4SJOBLBSJO 1BUUBOBLBSO
#BBO ,MBOH .VBOH
.POUF $BSMP 3BUDIBWJCIB
#BBO ,MBOH .VBOH #SJUJTI 5PXO 4SJOBLBSJO
" O O V B M 3 F Q P S U
5IF "EESFTT $IJEMPN
5IF "EESFTT 4VLIVNWJU
-JGF ! 3BUDIBEB
-JGF ! #54 5IB 1ISB
" O O V B M 3 F Q P S U
.S 1JDIFU 7JQBWBTVQIBLPSO
.S 1POH 4BSBTJO
%JSFDUPS BOE .BOBHJOH %JSFDUPS
%JSFDUPS
%S /BSJT $IBJZBTPPU
.S 7JMBT 1JMBLBTJSJ
%JSFDUPS BOE $IBJSNBO PG "VEJU $PNNJUUFF
%JSFDUPS BOE #PBSE 4FDSFUBSZ
" O O V B M 3 F Q P S U
# P B S E P G % J S F D U P S T
.S $IBUDIBWBM #IBOBMBQI
.S "OVQIPOH "TTBWBCIPLIJO
.S 1BZPOU 4BLEFKZPOU
$IBJSNBO PG #PBSE
7JDF $IBJSNBO BOE $IJFG &YFDVUJWF 0GGJDFS
7JDF $IBJSNBO
.S $IBJZBSBU 5IBNQFFSB
.S +BSPPOTBL #VOUPPOHJOEB
.S 4IBX 4JOIBTFOJ
%JSFDUPS
%JSFDUPS
%JSFDUPS
.S ,PTPM 4VSJZBQPSO
.S /POUBDIJU 5VMBZBOPOEB
.S 4JSJQPOH 4PNCVUTJSJ
%JSDUPS BOE "VEJU %JSFDUPS
%JSFDUPS BOE "VEJU %JSFDUPS
%JSFDUPS BOE "VEJU %JSFDUPS
" O O V B M 3 F Q P S U " O O V B M 3 F Q P S U
.S 8BTPO /BSVFOBUQBJTBO
.S 7JTBOV 4VDIBUMVNQPOH
4FOJPS &YFDVUJWF 7JDF 1SFTJEFOU 1SPKFDU (SPVQ
4FOJPS &YFDVUJWF 7JDF 1SFTJEFOU 1SPKFDU (SPVQ
.S 5IPOHDIBJ +BSBTLVMDIBJ
.S 1VNJQBU 4JOBDIBSPFO
4FOJPS 7JDF 1SFTJEFOU 1SPKFDU %FWFMPQNFOU %FQBSUNFOU
4FOJPS 7JDF 1SFTJEFOU $PSQPSBUF 1MBOOJOH BOE *OWFTUPS 3FMBUJPOT %FQBSUNFOU
& Y F D V U J W F # P B S E
.S "OVQIPOH "TTBWBCIPLIJO .S 1JDIFU 7JQBWBTVQIBLPSO .S +BSPPOTBL #VOUPPOHJOEB 7JDF $IBJSNBO BOE $IJFG &YFDVUJWF 0GGJDFS
%JSFDUPS BOE .BOBHJOH %JSFDUPS
%JSFDUPS BOE 4FOJPS &YFDVUJWF 7JDF 1SFTJEFOU 1SPKFDU (SPVQ
.T ,JUUJZB 1POHQVDIBOFFLVM
.S 0QBT 3VBOHSBKJUQBLPSO
.S 1JZBXBU 4VFQBJTBSO
4FOJPS &YFDVUJWF 7JDF 1SFTJEFOU "DDPVOUJOH %FQBSUNFOU
4FOJPS &YFDVUJWF 7JDF 1SFTJEFOU 'JOBODF %FQBSUNFOU
&YFDVUJWF 7JDF 1SFTJEFOU 1SPKFDU (SPVQ
.S ,PXJU ,PLJMBLBOJTUIB
.S 4JSJXBU 8JXBUTBLVMDIBSPFO
7JDF 1SFTJEFOU -FHBM "GGBJST %FQBSUNFOU
7JDF 1SFTJEFOU )VNBO 3FTPVSDFT %FQBSUNFOU " O O V B M 3 F Q P S U
$ P N Q B O Z # B D L H S P V O E
!SIAN 0ROPERTY $EVELOPMENT 0UBLIC #OMPANY ,IMITED l#OMPANYm AND SUBSIDIARIES ARE DIVIDED BY NATURE OF BUSINESS AS FOLLOW
1SPQFSUZ %FWFMPQNFOU #VTJOFTT 4HIS IS THE CORE BUSINESS RUN BY !SIAN 0ROPERTY $EVELOPMENT 0UBLIC #OMPANY ,IMITED AND OTHER SUBSIDIARY COMPANIES WHICH ARE !SIAN 0ROPERTY #O ,TD !SIAN 0ROPERTY ,ADPHRAO #O ,TD !SIAN 0ROPERTY +RUNGTHEP #O ,TD !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD !SIAN 0ROPERTY 4HONGLOR #O ,TD 4HONGLOR 2ESIDENCE #O ,TD 3IGNATURE !DVISORY 0ARTNERS #O ,TD 4RILLION $EVELOPMENT #O ,TD #ITISMART 3ERVICE #O ,TD "ANGKOK #ITI3MART #O ,TD
3AID COMPANY HAD ITS NAME CHANGED FROM !SIAN 0ROPERTY 2ESIDENCE #O ,TD
3AID COMPANY BEGAN TO EARN INCOME FROM BUSINESS IN THE FIRST QUARTER OF BY ACTING AS AGENT AND BROKER FOR SALE AND RENT PROPERTY
4HE #OMPANY HAS THE POLICY TO DEVELOP THE PROJECTS IN LOCATIONS BOTH IN THE CITY AND CLOSE TO BUSINESS CENTRES WITH EASY COMMUTING AND PUT EMPHASIS ON HOMES WITH MODERN %UROPEAN STYLE 4HE PROJECTS DEVELOPED CONSIST OF TOWNHOUSES SINGLE DETACHED HOUSES AND CONDOMINIUM UNDER THE BRAND NAME OF "AAN +LANG +RUNG "AAN +LANG -UANG 4HE #ITY 4HE !DDRESS AND ,IFE EACH BRAND DIFFERING FROM THE OTHERS IN TERMS OF TYPE AND PRICE LEVEL AS FOLLOW 0ROJECT 4YPE 0RICE "RACKET #USTOMER !GE "RACKET "AAN +LANG +RUNG 4OWNHOUSES MILLION "AHT AND ABOVE YEARS "AAN +LANG -UANG 4OWNHOUSES MILLION "AHT YEARS 4HE #ITY 3INGLE DETACHED HOUSES MILLION "AHT OVER YEARS 4HE !DDRESS #ONDOMINIUM MILLION "AHT YEARS ,IFE #ONDOMINIUM MILLION "AHT YEARS 0UIFS CVTJOFTTFT #OMPANY 3HAREHOLDING RATIO 4YPE OF BUSINESS !SIAN 0ROPERTY (OLDING #O ,TD #URRENTLY NOT OPERATING ANY BUSINESS 0RE "UILT 0UBLIC #O ,TD #ONTRACTOR 1UALITY #ONSTRUCTION 0RODUCTS 0UBLIC #O ,TD 0RODUCTION AND $ISTRIBUTION OF LIGHT WEIGHT CONCRETE " O O V B M 3 F Q P S U
# V T J O F T T 4 U S V D U V S F
1 S P Q F S U Z % F W F M P Q N F O U !SIAN 0ROPERTY #O ,TD !SIAN 0ROPERTY ,ADPHRAO #O ,TD
#ITISMART 3ERVICE #O ,TD !SIAN 0ROPERTY (OLDING #O ,TD
!SIAN 0ROPERTY +RUNGTHEP #O ,TD
"TJBO 1SPQFSUZ %FWFMPQNFOU 1MD
!SIAN 0ROPERTY 4HONGLOR #O ,TD 4HONGLOR 2ESIDENCE #O ,TD
3IGNATURE !DVISORY 0ARTNERS #O ,TD
!SIAN 0ROPERTY 2ATCHAVIPA #O ,TD 4RILLION $EVELOPMENT #O ,TD "ANGKOK #ITI3MART #O ,TD
0 U I F S T 0RE "UILT 0LC
0#- #ONSTRUCTION -ATERIAL #O ,TD
1UALITY #ONSTRUCTION 0RODUCTS 0LC
" O O V B M 3 F Q P S U
3 J T L ' B D U P S T
3JTL GSPN CVTJOFTT PQFSBUJPO
2ISK FROM ECONOMICS UNCERTAINTY OR FLUCTUATION !S THE #OMPANY IS IN PROPERTY DEVELOPMENT BUSINESS IT IS DIRECTLY AFFECTED BY THE DOWNTURN IN ECONOMY (OWEVER ONCE THE ECONOMY HAD RECOVERED THE #OMPANY MADE DUE ADJUSTMENT BY PRODUCING HIGH QUALITY MERCHANDISE THAT BROUGHT RELIABILITY ON THE BRAND AND MET CUSTOMERS} REQUIREMENT TO ENABLE THE #OMPANY TO RETAIN ITS MARKET SHARE AS WELL AS TO EXPAND ITS CUSTOMER BASE FROM THE EXISTING ONE AND THEREBY CONTRIBUTED TO REDUCTION OF RISK ON THIS ASPECT
3JTL JO QSPEVDUJPO TFSWJDFT
2ISK FROM COST OF CONSTRUCTION MATERIALS 5PON COMMENCEMENT OF CONSTRUCTION FOR A PROJECT BY THE #OMPANY THE COST OF CONSTRUCTION MATERIALS MAY RISE AND THEREBY INCREASING COST THUS DECREASING PROFIT TO THE #OMPANY BECAUSE SELLING PRICES FOR VARIOUS PROJECTS ARE SET IN ADVANCE TO ENABLE CUSTOMERS TO PLACE ORDER AND CONSTRUCTION OF REMAINING PARTS TO CONTINUE TO COMPLETION BEFORE HANDING OVER TO CUSTOMERS (OWEVER THE #OMPANY ATTEMPTS TO REDUCE RISK FROM CONSTRUCTION MATERIALS PRICES BY DEVELOPING AND SELLING EACH PROJECT TO COMPLETION WITHIN TO YEARS FROM PURCHASE OF LAND UNTIL SALES AND TRANSFER OF THE FINAL UNIT 4HIS IS TO CUT DOWN THE CONSTRUCTION PERIOD FOR EACH PROJECT TO ENABLE THE #OMPANY TO MAKE MORE CORRECT AND PRECISE ESTIMATE OF CONSTRUCTION MATERIALS COST THUS HELPING TO REDUCE FLUCTUATIONS IN CONSTRUCTION MATERIALS PRICES USED IN THE #OMPANY}S PROJECTS !T THE SAME TIME THE #OMPANY HAS TRIED TO CONCLUDE AGREEMENT ON PRICES AND QUANTITIES OF CONSTRUCTION MATERIALS INCLUDING SANITARY WARES WITH MANUFACTURERS SELLERS AS MUCH AS POSSIBLE BEFORE SETTING PRICES FOR OPENING SALES FOR EACH PROJECT -OREOVER AS THE #OMPANY RUN PROJECTS OF HIGH VALUE EACH OF BETWEEN AND MILLION "AHT THE COMBINATION OF ALL PROJECTS ON HAND RENDERS A MUCH HIGHER VALUE THE #OMPANY THUS BUY BASIC RAW MATERIALS BY ITSELF IN LARGE QUANTITIES FOR THE VARIOUS PROJECTS THEREBY GIVING THE #OMPANY RATHER HIGH BARGAINING POWER WITH CONTRACTORS AND SELLERS OF CONSTRUCTION MATERIALS 4HIS REDUCES THE #OMPANY}S RISK ON THIS ASPECT
'JOBODJBM SJTL
2ISK FROM CUSTOMER}S DELINQUENCY 4HE #OMPANY AND ITS SUBSIDIARY COMPANIES HAD ACCOUNT RECEIVABLES AND NOTE RECEIVABLES AS AT $ECEMBER FOR A TOTAL OF MILLION "AHT THAT COULD BE CLASSIFIED BY THE OVERDUE PERIODS AS FOLLOW
" O O V B M 3 F Q P S U
UNIT MILLION "AHT -ANUFACTURE AND 4/4!, 3ALES OF 0RECAST FLOORS UNDER MONTHS
OVER AND UPTO MONTHS OVER AND UPTO MONTHS OVER MONTHS 4OTAL
ACCOUNT RECEIVABLES FROM CONSTRUCTION MATERIALS BUSINESS DURING THE ECONOMIC CRISIS IN
UNPAID INSTALMENT BUT THE OWNERSHIP HAD ALREADY BEEN TRANSFERED TO THE CUSTOMER /UTSTANDING PAYMENT FROM ACCOUNT RECEIVABLES OVER MONTHS AMOUNTING MILLION "AHT WAS DEBT FROM MANUFACTURE AND SALES OF CONSTRUCTION MATERIALS THAT EXISTED PRIOR MERGING WITH !SIAN 0ROPERTY #O ,TD IN DUE TO THE ECONOMIC RECESSION AFTER DEVALUATION OF THE "AHT IN THAT AFFECTED FINANCIAL STATUS AND ABILITY TO REPAY DEBT BY SAID DEBTOR AND THAT WORKED OUT TO BE PERCENT OF THE TOTAL ACCOUNT RECEIVABLES PLUS NOTE RECEIVABLES 4HE #OMPANY WAS EXPOSED TO RISK OF NON PAYMENT OF DEBT FOR THE SAID AMOUNT (OWEVER THE #OMPANY HAD SET UP RESERVE FOR DOUBTFUL DEBTS AT THE AMOUNT OF MILLION "AHT WHICH WERE DEBTS THAT EXISTED PRIOR TO THE ECONOMIC CRISIS (OWEVER AT PRESENT THE #OMPANY HAS MADE ANALYSIS ON DEMAND AND FINANCIAL STATUS OF CUSTOMERS BEFORE DEVELOPING ANY PROJECT 4HIS ENABLES MERCHANDISES IN EACH PROJECT TO BE SOLD QUICKLY AND THUS REDUCING THE RISK FROM NON PAYMENT FROM CUSTOMERS TO A GREAT EXTENT 4HE #OMPANY IS HOLDING VERY FEW CUSTOMERS WITH OUTSTANDING PAYMENT FOR OVER A PERIOD OF MONTHS 2ISK FROM DEBT GUARANTEES FOR SUBSIDIARY COMPANIES ASSOCIATED COMPANIES AND RELATED COMPANIES 4HE #OMPANY AND SUBSIDIARY COMPANIES HAS PROVIDED GUARANTEE AGAINST LOANS TO SUBSIDIARY AND RELATED COMPANIES 4HE GUARANTEE IS IN PROPORTION TO THE SHARE HOLDING ACCORDING TO THE FOLLOWING TABLE THAT SUMMARIZES ALL GUARANTEES !S A RESULT THE #OMPANY AND SUBSIDIARY COMPANIES MAY BE EXPOSED TO RISK FROM GUARANTEE AGAINST DEBT REPAYMENT TO CREDITORS IF THE GUARANTEED PARTIES ARE UNABLE TO REPAY DEBTS TO CREDITORS BY SCHEDULE AND THEREBY AFFECTING OPERATION RESULT AND FINANCIAL STATUS OF THE #OMPANY AND SUBSIDIARY COMPANIES THAT ACTED AS GUARANTORS (OWEVER FROM IMPROVED OPERATIONS THE #OMPANY BELIEVED THAT THE PARTIES FOR WHICH GUARANTEES WERE PROVIDED WOULD BE ABLE TO REPAY ALL DEBTS
0ROPERTY $EVELOPMENT
" O O V B M 3 F Q P S U
4ABLE ON SUMMARY OF GUARANTEES PROVIDED BY #OMPANY FOR SUBSIDIARY ASSOCIATED AND RELATED COMPANIES 'UARANTEE ,IMIT MILLION "AHT 0ROGRESS 'UARANTEE $EC $EC #OMPANY #OMPANY 2ATIO !0$ !0, 'UARANTEE FOR PART OF / $ AND OTHER LOANS BEING REPAYMENT TO CREDITORS BY SCHEDULE !0$ !0+ 'UARANTEE FOR PART OF / $ AND OTHER LOANS BEING REPAYMENT TO CREDITORS BY SCHEDULE !0$ !06 'UARANTEE FOR PART OF / $ AND OTHER LOANS BEING REPAYMENT TO CREDITORS BY SCHEDULE !0$ !04 'UARANTEE FOR PART OF / $ AND OTHER LOANS BEING REPAYMENT TO CREDITORS BY SCHEDULE !0$ 4RILLION /THER LOANS BEING REPAYMENT TO CREDITORS BY SCHEDULE !0$ 4,2 'UARANTEE FOR PART OF / $ AND OTHER LOANS BEING REPAYMENT TO CREDITORS BY SCHEDULE !0 !0$ 'UARANTEE FOR PART OF / $ AND OTHER LOANS BEING REPAYMENT TO CREDITORS BY SCHEDULE !0 #33 'UARANTEE FOR / $ !0 !0, 'UARANTEE FOR / $
'UARANTOR
!0$ !0, #33 !04 4,2
'UARANTEED 0ARTY
!SIAN 0ROPERTY $EVELOPMENT 0UBLIC #O ,TD !SIAN 0ROPERTY ,ADPHRAO #O ,TD #ITISMART 3ERVICE #O ,TD !SIAN 0ROPERTY 4HONGLOR #O ,TD 4HONGLOR 2ESIDENCE #O ,TD
" O O V B M 3 F Q P S U
!0 !06 !0+ 4RILLION
&INANCIAL 3TATUS 3HAREHOLDERS} EQUITY MILLION "AHT $EC WAS $EC WAS $EC WAS $EC WAS $EC WAS $EC WAS $EC WAS $EC WAS $EC WAS $EC WAS $EC WAS $EC WAS $EC WAS $EC WAS $EC WAS $EC WAS $EC WAS $EC WAS
!SIAN 0ROPERTY #O ,TD !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD !SIAN 0ROPERTY +RUNGTHEP #O ,TD 4RILLION $EVELOPMENT #O ,TD
3JTL GSPN JOWFTUNFOUT JO TFDVSJUJFT
2ISK FROM INVESTMENTS IN WARRANTS ! 2ISK FROM 4IME 6ALUE OF WARRANTS 4HE COMPANY WILL ADJUST THE CONVERSION PRICES AND THE CONVERSION RATIO THROUGHOUT THE WARRANT PERIOD AS SPECIFIED IN THE CONVERSION CONDITIONS IN THE PROSPECTUS FOR THE EXISTING SHAREHOLDERS (OWEVER THE CONVERSION PROCEDURES TAKE INTO ACCOUNT ONLY CONVERSION PRICE AND CONVERSION RATIO ON THE SPECIFIED CONVERSION DAY ONLY WITHOUT HAVING TAKEN INTO ACCOUNT OF THE TIME VALUE OF THE WARRANTS !ND THE WARRANTS} TIME VALUE WILL REDUCE WHEN THE VALIDITY PERIOD OF THE WARRANTS DECREASE !LSO IF THE COMPANY ISSUES NEW WARRANTS OR CONVERTIBLE SECURITIES IN THE FUTURE HOLDERS OF THE EXISTING WARRANTS AFTER THE ADJUSTMENT MIGHT LESSEN THE EXERCISE OF RIGHTS AND THE BENEFITS FOR HOLDERS (OWEVER AS OF THE ST $ECEMBER THE TOTAL NUMBERS OF WARRANTS WHICH HAVE NOT YET BEEN EXERCISED WERE UNITS AND SUCH WARRANTS WILL EXPIRE ON THE TH -ARCH " 4HE RISK FROM WARRANT EXERCISE PRICE ADJUSTMENT WHICH WOULD CAUSE THE WARRANT}S VALUE TO BE LOWER THAN THE COMPANY}S COMMON SHARES} PRICES )N THE CASE THAT THE ADJUSTMENT OF CONVERSION PRICE AND CONVERSION RATIO AS SPECIFIED IN THE CONVERSION CONDITION IN THE PROSPECTUS CAUSED ANY CHANGE IN CONVERSION PRICES AND THE NEW CONVERSION PRICE COULD LOWER THAN THE PAR VALUE OF COMMON SHARES THE COMPANY WILL USE THE RATE OF THE NEW CONVERSION PRICE (OWEVER IT SHALL NOT DO SO IF THE LAW FORBIDS THE COMPANY FROM ISSUING SHARES WITH THE PRICE LOWER THAN THE PAR VALUE OF THE COMPANY}S COMMON SHARES AS NEW CONVERSION PRICE 4HIS WOULD PROMPT WARRANT HOLDERS TO HAVE LOWER RIGHT AND INTEREST 2ISK FROM THE DILUTION EFFECT )N CASE OF SHARES AND WARRANTS WITH THE EXERCISE PRICE OF "AHT PER SHARE GIVEN TO MANAGEMENTS AND EMPLOYEES OF THE COMPANY AND SUBSIDIARIES FROM THE %MPLOYEE 3TOCK /PTION 0LAN %3/0 HAVE BEEN SUBSCRIBED AND EXERCISED EFFECT MIGHT BE ON PROFIT SHARING OR VOTING RIGHTS OF THE EXISTING SHAREHOLDERS CONTROL DILUTION THEREBY REDUCING PROFIT SHARING OR VOTING RIGHTS OF THE EXISTING SHAREHOLDERS 4HE DILUTION EFFECT WOULD DEPEND ON THE NUMBER OF WARRANTS CONVERTED BY THE WARRANT HOLDERS (OWEVER AS AT ST $ECEMBER THERE REMAINED SHARES AND WARRANTS NOT YET TO BE EXERCISED OF SHARES AND UNITS RESPECTIVELY
3JTL GSPN JOUFSFTU SBUF
2ISK FROM INCREASING IN INTEREST RATE !S THE INTEREST RATE IN WORLD MARKET SHOWS AN UPWARD TREND THIS RESULTED IN THE "ANK OF 4HAILAND ADJUSTING AND INCREASING THE CURRENT INTEREST RATE THEREBY CAUSING THE #OMPANY TO HAVE HIGHER COST OF FUND IN DEVELOPING PROJECT AND RUNNING BUSINESS 4HE #OMPANY SAFEGUARDED ITSELF FROM THE INCREASING INTEREST RATE BY ISSUING BILLS OF EXCHANGE AND DEBENTURES AT FIXED RATE TO ENABLE CONTROL ON INTEREST COST AT LOW LEVEL AND DID NOT ADJUST INTEREST RATE ACCORDING TO THE INCREASING INTEREST RATE IN THE FUTURE
" O O V B M 3 F Q P S U
' J O B O D J B M 3 F T V M U T
!SIAN 0ROPERTY $EVELOPMENT 0UBLIC #OMPANY ,IMITED !0 "+ !0 4" REPORTED A NET PROFIT OF MILLION "AHT %03 OF "AHT SHARE 4HIS ROSE SIGNIFICANTLY YEAR ON YEAR MILLION "AHT NET PROFIT IN DUE MAINLY TO A HUGE GAIN FROM A SALE OF INVESTMENT OF THE #ITY !SSET &UND IN 1 MAKING APPROXIMATELY MILLION "AHT PROFIT AFTER TAX AND RELATED EXPENSES 3TRIPPING OUT THE EXTRA PROFITS OF BOTH AND WE RECORDED NET PROFIT FROM OPERATIONS OF MILLION "AHT UP FROM MILLION "AHT NET PROFIT FROM OPERATIONS IN &IGURE .ET 0ROFIT MILLION "AHT 2EVENUES IN WERE MILLION "AHT A INCREASE FROM THE PROPERTY DEVELOPMENT REVENUES IN THE PREVIOUS YEAR BILLION "AHT .OTE THAT THE COMPANY STILL CONSOLIDATED 0RE "UILT A CONTRACTOR INTO OUR FINANCIAL STATEMENTS IN AND WE HAVE NO LONGER CONSOLIDATED IT SINCE THE BEGINNING OF 1 WHEN 0RE "UILT WAS LISTED ON THE 3TOCK -ARKET 4OP CONTRIBUTOR TO OUR REVENUES WAS "AAN +LANG +RUNG 'RANDE 6IENNA 2AMA REPRESENTING OF TOTAL SEE &IGURE 'ROSS -ARGIN FROM PROPERTY DEVELOPMENT WAS AND 3' ! EXPENSES STOOD AT OF TOTAL REVENUES IN !BNORMALLY LOW EFFECTIVE TAX RATE AT ONLY REFLECTED SOME TAX SAVING FROM THE SALE OF THE #ITY !SSET &UND /N THE BALANCE SHEET SIDE .ET DEBT TO EQUITY AS OF DROPPED FURTHER TO X FROM X IN 1 AND X AS OF $EC .ET DEBT WAS ONLY MILLION "AHT IN
" O O V B M 3 F Q P S U
&IGURE "REAKDOWN OF 0ROPERTY $EVELOPMENT 2EVENUES BY PROJECTS IN &IGURE 1UARTERLY .ET $EBT TO %QUITY 2ATIO X
" O O V B M 3 F Q P S U
&IGURE &INANCIAL SUMMARY 2EVENUES FROM 0ROPERTY $EVELOPMENT "TM 9O9 #HG #ONSOLIDATED REVENUES "TM 9O9 #HG 1O1 CHG 'ROSS PROFIT FROM 0ROPERTY $EVELOPMENT "TM
1
1
1
1
'ROSS MARGIN FROM 0ROPERTY
/VERALL 'ROSS PROFIT "TM
'ROSS MARGIN
/PERATING PROFIT "TM
/PERATING MARGIN
.ET PROFIT FROM NORMAL OPERATIONS "TM
9O9 #HG
.ET PROFIT "TM
9O9 #HG
1O1 CHG
%03 "T
4OTAL ASSETS "TM
%QUITY "TM
/UTSTANDING DEBT "TM
.ET DEBT "TM
.ET DEBT TO EQUITY X 2/% AVERAGE EQUITY
. ! . ! . ! . !
" O O V B M 3 F Q P S U
&IGURE /NGOING 0ROJECTS 0LACE 0ARK 4HE #ITY 2AMA 0INKLAO 4HE #ITY 0INKLAO "AAN +LANG -UANG "RITSH 4OWN 3RINAKARIN "AAN +LANG +RUNG 3IAM 0ATUMWAN "AAN +LANG -UANG 4HE 0ARIS 2ATCHAVIBHA 3YDNEY /FFICE 0ARK ,ADPRAO "AAN +LANG -UANG 'RAND $E 0ARIS 2ATCHADA "AAN +LANG +RUNG 'RANDE 6IENNA 2AMA "AAN +LANG +RUNG 'RANDE 6IENNA 2AMA "AAN +LANG -UANG ,UZERN /N NUT "AAN +LANG -UANG -ONTE #ARLO 2ATCHAVIBHA +LANG +RUNG /FFICE 0ARK 3AN &RANCISCO "ANGNA 4HE !DDRESS 3IAM "AAN +LANG +RUNG 4HE .ICE 2ATCHAVIBHA ,IFE "43 4HA 0HRA "AAN +LANG +RUNG 4HE 2OYAL 6IENNA 2ATCHAVIBHA "AAN +LANG -UANG 4HA 2OYAL -ONACO 3RINAKARIN 0ATTANAKARN "AAN +LANG -UANG 3WISS 4OWN +ASET .AVAMIN "AAN +LANG -UANG 4HE 0ARIS 2AMA 2AMKHAMHAENG 4HE !DDRESS 3UKHUMVIT ,IFE 2ATCHADA
4YPE 3$( 3$( 3$( 4( #ONDO 4( 4( 4( 4( 3$( 4( 4( 4( #ONDO 3$( #ONDO 4(
.O OF 0ROJECT #OMPLETION 3OLDg 2AI UNITS 6ALUE ,AUNCH YEAR ,AST UNIT IN UNIT "TM TRANSFERRED AS OF $EC
1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1
. ! 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1
4(
1
1
4( 4(
1 1
1 1
1 1
1 1
#ONDO #ONDO
&IGURE 0ROJECTS IN THE PIPELINE PLANNED TO BE LANCHED
4YPE
2AI
#OMPLETION UNITS 6ALUE ,AND ACQUISITION ,AUNCH YEAR LAST UNIT "TM TRANSFERRED
.O OF 0ROJECT
4HE !DDRESS #HIDLOM #ONDO 1 +LANG +RUNG /FFICE 0ARK #HOKCHAI 3ENA 4( 1 "AAN +LANG -UANG +RUNGTHEP +REETA 4( 1 "AAN +LANG -UANG ,ATPRAKLAO 4( 1 4OTAL PLANNED TO BE LAUNCHED PROJECTS .OTE RAI ACRES SQ W SQ M 3$( 3INGLE $ETACHED (OUSES 4( 4OWNHOUSES
1 1 1 1
" O O V B M 3 F Q P S U
1 1 1 1
4 I B S F I P M E J O H 4 U S V D U V S F B O E U I F . B O B H F N F O U
!S AT ST *ANUARY THE COMPANY HAS A REGISTERED CAPITAL IN THE AMOUNT OF "AHT DIVIDED INTO ORDINARY SHARES VALUED AT "AHT PER SHARE WITH PAID UP CAPITAL OF "AHT DIVIDED INTO SHARES VALUED AT "AHT PER SHARE 4OP TEN SHAREHOLDERS AS AT THE DATE OF CLOSURE OF THE "OOK ON TH *ANUARY 0ERCENTAGE OF .AME OF ORDINARY PERSONS .O OF SHARES /RDER 3HARES HOLDING *URISTIC PERSON -2 !.50(/.' !33!6!"(/+(). 4(!) .$62 #O ,TD -2 0)#(%4 6)0!6!350(!+/2. 34!4% 342%%4 "!.+ !.$ 42534 #/-0!.9 &/2 !5342!,)! ./242534 ./-).%%3 ,4$ 34!4% 342%%4 "!.+ !.$ 42534 #/-0!.9 &/2 ,/.$/. 3/-%23 5 + ,)-)4%$ 4&" &/2 -&# 4(!) &5.$ ).6%34-%.4 0,!. &/24)3 ',/"!, #534/$9 3%26)#% . 6 '/,$-!. 3!#(3 ).4%2.!4)/.!, 4OTAL %JWJEFOE QBZNFOU QPMJDZ 4HE COMPANY HAS A POLICY TO PAY DIVIDENDS TO SHAREHOLDERS NOT EXCEEDING OF THE NET PROFIT IN EACH YEAR &URTHER THE DIVIDEND PAYMENT SHALL BE BASED ON THE CONSIDERATION OF THE SUPPORTING ISSUES SUCH AS BUSINESS OPERATION RESULTS AND THE FINANCIAL POSITION OF THE COMPANY LIQUIDITY BUSINESS EXPANSION AND OTHER RELATED ISSUES 3UCH DIVIDEND PAYMENT MUST OBTAIN AN APPROVAL FROM THE "OARD OF $IRECTORS AND THE SHAREHOLDERS OF THE COMPANY AS DEEMED APPROPRIATE (OWEVER THE BUSINESS OPERATING RESULTS FOR AND THE COMPANY MADE PAYMENTS OF DIVIDENDS AT THE RATE OF APPROXIMATELY OF THE NET PROFIT
" O O V B M 3 F Q P S U
. B O B H F N F O U 4 U S V D U V S F
$IJFG &YFDVUJWF 0GGJDFS
.BOBHJOH %JSFDUPS
1SPKFDU (SPVQ
1SPKFDU (SPVQ
1SPKFDU (SPVQ
.BSLFUJOH %FQBSUNFOU
1SPKFDU %FWFMPQNFOU
"DDPVOUJOH %FQBSUNFOU
$VTUPNFS 3FMBUJPOT
$PSQPSBUF (PWFSONFOU 1MBOOJOH $PPSEJOBUJPO *OWFTUPS 3FMBUJPOT
*5 %FQBSUNFOU
-FHBM "GGBJST %FQBSUNFOU
'JOBODF %FQBSUNFOU
)VNBO 3FTPVSDF %FQBSUNFOU
" O O V B M 3 F Q P S U
5 I F # P B S E P G % J S F D U P S T
4HE "OARD OF $IRECTORS CONSISTS OF PERSONS OUT OF WHICH THERE ARE )NDEPENDENT $IRECTORS 0OSITION .AME -R #HATCHAVAL "HANALAPH #HAIRMAN OF "OARD -R !NUPHONG !SSAVABHOKHIN 6ICE #HAIRMAN AND #HIEF %XECUTIVE /FFICER -R 0AYONT 3AKDEJYONT 6ICE #HAIRMAN -R 0ICHET 6IPAVASUPHAKORN $IRECTOR AND -ANAGING $IRECTOR -R 0ONG 3ARASIN $IRECTOR -R #HAIYARAT 4HAMPEERA $IRECTOR -R *AROONSAK "UNTOONGINDA $IRECTOR -R 3HAW 3INHASENI $IRECTOR $R .ARIS #HAIYASOOT $IRECTOR AND #HAIRMAN OF !UDIT #OMMITTEE -R 6ILAS 0ILAKASIRI $IRECTOR AND 3ECRETARY -R +OSOL 3URIYAPORN $IRECTOR AND !UDIT $IRECTOR -R .ONTACHIT 4ULAYANONDA $IRECTOR AND !UDIT $IRECTOR -R 3IRIPONG 3OMBUTSIRI $IRECTOR AND !UDIT $IRECTOR 4HE $IRECTORS FROM EXECUTIVE OF THE COMPANY CONSIST OF PERSONS 0OSITION .AME -R !NUPHONG !SSAVABHOKHIN 6ICE #HAIRMAN AND #HIEF %XECUTIVE /FFICER -R 0ICHET 6IPAVASUPHAKORN $IRECTOR AND -ANAGING $IRECTOR -R *AROONSAK "UNTOONGINDA $IRECTOR 4HE $IRECTORS FROM RELATED COMPANIES CONSIST OF PERSONS .AME 0OSITION -R 0AYONT 3AKDEJYONT 6ICE #HAIRMAN -R 0ONG 3ARASIN $IRECTOR -R #HAIYARAT 4HAMPEERA $IRECTOR -R 6ILAS 0ILAKASIRI $IRECTOR AND 3ECRETARY " O O V B M 3 F Q P S U
4HE $IRECTORS WHO HAVE THE POWER TO SIGN ON BEHALF OF THE COMPANY CONSIST OF PERSONS -R !NUPHONG !SSAVABHOKHIN -R 0ICHET 6IPAVASUPHAKORN -R *AROONSAK "UNTOONGINDA -R 6ILAS 0ILAKASIRI -R #HAIYARAT 4HAMPEERA 4WO OF THESE FIVE PERSONS ARE TO SIGN TOGETHER WITH AND WITH #OMPANY}S SEAL "VUIPSJUJFT PG $PNQBOZ~T #PBSE PG %JSFDUPST 4O PERFORM IN ACCORDANCE TO THE OBJECTIVES AND REGULATIONS OF THE #OMPANY AS WELL AS RESOLUTIONS OF THE 'ENERAL 3HAREHOLDERS} -EETING $IRECTORS ARE PROHIBITED FROM ENGAGING IN BUSINESS OF THE SAME NATURE THAT PRESENTS COMPETITION TO THE #OMPANY}S BUSINESS OR TO BECOME PARTNER IN AN /RDINARY 0ARTNERSHIP OR PARTNER WITHOUT LIMITED LIABILITY IN A ,IMITED 0ARTNERSHIP OR DIRECTOR IN OTHER PRIVATE OR PUBLIC COMPANY ENGAGED IN BUSINESS OF THE SAME NATURE AND PRESENTING COMPETITION TO THE #OMPANY}S BUSINESS EXCEPT WITH NOTIFICATION TO THE 'ENERAL 3HAREHOLDERS} -EETING PRIOR TO APPOINTMENT RESOLUTION $IRECTORS MUST NOTIFY THE #OMPANY WITHOUT DELAY OF ANY INTEREST WHETHER DIRECT OR INDIRECT IN ANY AGREEMENT MADE WITH THE #OMPANY OR INCREASE OR DECREASE IN HOLDING OF DEBENTURES IN THE #OMPANY OR SUBSIDIARY COMPANIES 4HE "OARD MUST MEET AT LEAST EVERY MONTHS !NNUAL 'ENERAL 3HAREHOLDERS -EETING MUST BE ORGANIZED WITHIN MONTHS FROM THE LAST DAY OF THE #OMPANY}S FISCAL YEAR 4HE "OARD MUST ARRANGE FOR PREPARATION OF "ALANCE 3TATEMENT 0ROFIT AND ,OSS !CCOUNT AT THE END OF #OMPANY}S FISCAL YEAR TO BE SUBMITTED TO THE 3HAREHOLDERS} -EETING AT THE !NNUAL 'ENERAL -EETING 4O CONSIDER AND APPROVE TRANSACTIONS WITH MAJOR SHAREHOLDERS DIRECTORS EXECUTIVES AND OTHER PERSONS THAT MAY HAVE CONFLICT OF INTEREST OR ANY THIRD PARTY RELATED TO SUCH PERSONS )N ADDITION THE #OMPANY}S "OARD OF $IRECTORS WOULD CONSIDER AND ESTABLISH POLICY AND APPROVALS TO THE #OMPANY}S REGULAR BUSINESS OPERATIONS ON IMPORTANT MATTERS THAT AFFECTED BUSINESS OPERATIONS WITHOUT AUTHORIZATION TO #HIEF %XECUTIVE /FFICER AND -ANAGING $IRECTOR SUCH AS ON APPROVAL TO LAND PURCHASE FOR PROJECT DEVELOPMENT APPROVAL TO APPLICATION FOR CREDIT ETC )N SO DOING THE #OMPANY}S "OARD OF $IRECTORS HAS ASSIGNED THE #HIEF %XECUTIVE /FFICER AND THE -ANAGING $IRECTOR TO MANAGE THE BUSINESS IN ACCORDANCE TO THE #OMPANY}S POLICY 4HE #OMPANY HAS ARRANGED FOR REGULAR BOARD MEETING AND FULL "OARD OF $IRECTORS MEETING TO CONSIDER AND PASS RESOLUTION ON SIGNIFICANT MATTERS 2ELEVANT INFORMATION TO HELP PREPARING FULL UNDERSTANDING ON THE VARIOUS OBJECTIVES ARE ALSO FORWARDED 4HE #OMPANY ENCOURAGES ITS DIRECTORS TO FOLLOW UP ON #OMPANY}S OPERATIONS FREELY AT ALL TIMES AND TO ACKNOWLEDGE COMPLIANCE WITH LAWS AND TERMS IN AGREEMENTS RELATED TO THE #OMPANY AS WELL AS TO RECEIVE REPORT FROM THE MANAGEMENT ON #OMPANY}S IMPORTANT MATTERS $IRECTORS WHO ARE IN THE #OMPANY}S MANAGEMENT AND OR -ANAGING $IRECTOR AND OR #HIEF %XECUTIVE /FFICER MAY ACCEPT DIRECTORSHIP IN NO MORE THAN OTHER GROUPS OF COMPANIES BUT THE BUSINESS OPERATIONS OF SUCH COMPANIES MUST NOT PRESENT CONFLICT OF INTEREST WITH THE #OMPANY}S OWN BUSINESS DEFINITION OF l'ROUP OF #OMPANIESm IS ANY GROUP OF COMPANY IN WHICH MORE THAN PERCENT SHARES ARE HELD BY THE SAME GROUP OF SHAREHOLDERS EITHER DIRECTLY OR INDIRECTLY &OR DIRECTORS WHO ARE NOT IN THE #OMPANY}S MANAGEMENT IT IS TO BE LEFT TO INDIVIDUAL JUDGMENT IN ACCEPTING DIRECTORSHIP IN OTHER COMPANIES
" O O V B M 3 F Q P S U
$PNNJUUFFT
4HE #OMPANY}S "OARD HAS APPOINTED THREE SUB COMMITTEES WHICH ARE THE !UDIT #OMMITTEE THE 3ELECTION AND 2EMUNERATION #OMMITTEE AND THE #ORPORATE 'OVERNANCE #OMMITTEE %ACH OF THE COMMITTEES HAS THE FOLLOWING AUTHORITIES AND DUTIES 4HE !UDIT #OMMITTEE CONSISTS OF 0OSITION .AME $R .ARIS #HAIYASOOT #HAIRMAN OF !UDIT #OMMITTEE -R +OSOL 3URIYAPORN $IRECTOR AND !UDIT $IRECTOR -R .ONTACHIT 4ULAYANONDA $IRECTOR AND !UDIT $IRECTOR -R 3IRIPONG 3OMBUTSIRI $IRECTOR AND !UDIT $IRECTOR 4HE #OMPANY}S !UDIT #OMMITTEE HAS THE DUTY OF PERUSING AND GIVING OPINIONS ON VARIOUS SPECIAL AGENDAS BEFORE SUBMITTING TO THE #OMPANY}S "OARD OF $IRECTORS WITH THE FOLLOWING SCOPE OF DUTIES 4O MAKE REVIEWS THAT ENABLE THE #OMPANY TO HAVE ACCURATE &INANCIAL 3TATEMENTS AND WITH ADEQUATE DISCLOSURE 4O MAKE REVIEWS THAT ENABLED THE #OMPANY TO HAVE INTERNAL CONTROL AND AUDIT SYSTEM THAT IS SUITABLE AND EFFECTIVE 4O MAKE REVIEWS ON #OMPANY}S COMPLIANCE WITH THE 3ECURITIES AND %XCHANGE !CT OR LAWS RELEVANT TO THE #OMPANY}S BUSINESS 4O SELECT AND PROPOSE THE APPOINTMENT OF #OMPANY}S AUDITOR INCLUDING PROPOSAL ON REMUNERATION TO THE AUDITOR 4O CONSIDER THE PROPER AND ADEQUATE DISCLOSURE OF CONNECTED TRANSACTION AND CONFLICT OF INTEREST INFORMATION OF THE COMPANY /THER ACTIONS ASSIGNED BY THE #OMPANY}S "OARD OF $IRECTORS AND APPROVED BY THE !UDIT #OMMITTEE 4O PREPARE REPORT ON THE ACTIVITIES OF THE !UDIT #OMMITTEE TO BE DISCLOSED IN THE #OMPANY}S ANNUAL REPORT 4HE SAID REPORT MUST BE SIGNED BY #HAIRMAN OF THE !UDIT #OMMITTEE 4HE 3ELECTION AND 2EMUNERATION #OMMITTEE CONSISTS OF 0OSITION .AME -R 3HAW 3INHASENI #HAIRMAN OF THE #OMMITTEE -R !NUPHONG !SSAVABHOKHIN $IRECTOR -R 3IRIPONG 3OMBUTSIRI $IRECTOR -R .ONTACHIT 4ULAYANONDA $IRECTOR -R #HAIYARAT 4HAMPEERA $IRECTOR -R 6ILAS 0ILAKASIRI $IRECTOR -R 0ICHET 6IPAVASUPHAKORN $IRECTOR AND 3ECRETARY
" O O V B M 3 F Q P S U
4HE 3ELECTION AND 2EMUNERATION #OMMITTEE HAS THE DUTY OF SELECTING QUALIFIED PERSONS TO SERVE AS $IRECTORS ON THE #OMPANY}S "OARD WHEN A POSITION BECAME VACANT AND TO SET THE REMUNERATION TO $IRECTORS AND EXECUTIVES WITH THE FOLLOWING SCOPE OF DUTIES 4O SET POLICY AND CRITERIA FOR PAYING REMUNERATION TO $IRECTORS #HIEF %XECUTIVE /FFICER AND -ANAGING $IRECTOR 4O SET POLICY AND CRITERIA FOR SELECTING $IRECTORS INCLUDING MEMBERS OF THE !UDIT #OMMITTEE FOR WHICH PERSON TO BE APPOINTED AS MEMBER OF THE !UDIT #OMMITTEE MUST POSSESS THE FOLLOWING QUALIFICATIONS (OLDING NO MORE THAN PERCENT SHARES OF THE PAID UP CAPITALS OF THE #OMPANY SUBSIDIARY COMPANIES ASSOCIATED COMPANIES OR RELATED COMPANIES THIS IS ALSO INCLUDED THE SHARES HELD BY RELATED PERSONS "EING A DIRECTOR WITHOUT FUNCTION IN MANAGEMENT OF THE #OMPANY SUBSIDIARY COMPANIES ASSOCIATED COMPANIES OR RELATED COMPANIES NEITHER A MAJOR SHAREHOLDER IN THE #OMPANY NOR EMPLOYEE STAFF OR ADVISOR RECEIVING REGULAR MONTHLY SALARY FROM THE #OMPANY SUBSIDIARY COMPANIES ASSOCIATED COMPANIES OR RELATED COMPANIES OR MAJOR SHAREHOLDERS OF THE #OMPANY "EING A DIRECTOR WITHOUT ANY INTEREST OR SHARE OF BENEFITS EITHER DIRECT OR INDIRECT EITHER IN FINANCE OR MANAGEMENT OF THE #OMPANY SUBSIDIARY COMPANIES ASSOCIATED COMPANIES OR RELATED COMPANIES OR MAJOR SHAREHOLDERS OF THE #OMPANY 4HIS INCLUDES ANY INTEREST OR SHARE OF BENEFITS OF SAID NATURE DURING YEAR PRIOR TO BEING APPOINTED AS AN INDEPENDENT DIRECTOR EXCEPT AFTER CAREFUL CONSIDERATION BY THE #OMPANY}S "OARD OF $IRECTORS THAT SUCH PREVIOUS INTEREST OR SHARE OF BENEFITS DOES NOT AFFECT PERFORMANCE OF DUTIES AND INDEPENDENT OPINION TO BE GIVEN BY THE INDEPENDENT DIRECTOR "EING A DIRECTOR WHO IS NOT RELATED OR A CLOSE RELATION OF ANY EXECUTIVE OR ANY OF THE MAJOR SHAREHOLDERS OF THE #OMPANY "EING A DIRECTOR WHO IS NOT APPOINTED AS A REPRESENTATIVE TO PROTECT THE INTEREST OF ANY OF THE #OMPANY}S $IRECTORS ANY OF THE MAJOR SHAREHOLDERS OR ANY SHAREHOLDER WHO IS RELATED TO ANY OF THE MAJOR SHAREHOLDERS OF THE #OMPANY "EING CAPABLE OF INDEPENDENTLY PERFORMING DUTIES AND GIVING OPINION OR REPORTING RESULT OF PERFORMANCE OF DUTIES ASSIGNED BY THE #OMPANY}S "OARD OF $IRECTORS WITHOUT BEING UNDER CONTROL OF ANY OF THE EXECUTIVES OR ANY OF THE MAJOR SHAREHOLDERS OF THE #OMPANY INCLUDING PERSONS RELATED TO OR CLOSE RELATIVES OF THE SAID PERSONS OR PARTIES 4O SET REMUNERATION TO $IRECTORS #HIEF %XECUTIVE /FFICER AND -ANAGING $IRECTOR 4O FIND AND SELECT #OMPANY}S $IRECTORS WHEN A POSITION BECAME VACANT 4O SUBMIT FOR ACKNOWLEDGMENT AT THE -EETING OF THE #OMPANY}S "OARD OF $IRECTOR AND TO SUBMIT TO THE 3HAREHOLDERS} -EETING FOR CONSIDERATION AND FINAL APPROVAL 4HE #ORPORATE 'OVERNANCE #OMMITTEE CONSISTS OF 0OSITION .AME -R +OSOL 3URIYAPORN #HAIRMAN OF THE #OMMITTEE -R 0ICHET 6IPAVASUPHAKORN $IRECTOR -ISS +ITTIYA 0ONGPUCHANEEKUL $IRECTOR -R /PAS 2UANGRAJITPAKORN $IRECTOR -R 0UMIPAT 3INACHAROEN $IRECTOR -R 6ILAS 0ILAKASIRI $IRECTOR AND 3ECRETARY
" O O V B M 3 F Q P S U
4HE #OMPANY}S "OARD OF $IRECTORS HAS PASSED A RESOLUTION TO SET THE #ORPORATE 'OVERNANCE 0OLICY TO BE A GUIDELINE FOR #OMPANY}S OPERATIONS 4O FOLLOW UP THE POLICY IMPLEMENTATION AND IMPROVE PRACTICE ON CORPORATE GOVERNANCE THE BOARD OF DIRECTORS THUS APPOINTED THE CORPORATE GOVERNANCE COMMITTEE TO SUPERVISE AS SUCH
5IF &YFDVUJWFT WITH QUALIFICATIONS CONFORMING TO THE 0UBLIC #OMPANY !CT " % AND TO !NNOUNCEMENT BY 3ECURITIES AND %XCHANGE #OMMISSION .AME 0OSITION -R !NUPHONG !SSAVABHOKHIN #HIEF %XECUTIVE /FFICER -R 0ICHET 6IPAVASUPHAKORN -ANAGING $IRECTOR -R *AROONSAK "UNTOONGINDA 3ENIOR %XECUTIVE 6ICE 0RESIDENT 0ROJECT 'ROUP -R 7ASON .ARUENATPAISAN 3ENIOR %XECUTIVE 6ICE 0RESIDENT 0ROJECT 'ROUP -R 6ISANU 3UCHATLAMPONG 3ENIOR %XECUTIVE 6ICE 0RESIDENT 0ROJECT 'ROUP -ISS +ITTIYA 0ONGPUCHANEEKUL 3ENIOR %XECUTIVE 6ICE 0RESIDENT !CCOUNTING -R /PAS 2UANGRAJITPAKORN 3ENIOR %XECUTIVE 6ICE 0RESIDENT &INANCE -R 0IYAWAT 3UEPAISARN %XECUTIVE 6ICE 0RESIDENT 0ROJECT 'ROUP -R 4HONGCHAI *ARASKULCHAI 3ENIOR 6ICE 0RESIDENT 0ROJECT $EVELOPMENT -R 0UMIPAT 3INACHAROEN 3ENIOR 6ICE 0RESIDENT #ORPORATE 0LANNING AND )NVESTOR 2ELATIONS -R +OWIT +OKILAKANISTHA 6ICE 0RESIDENT ,EGAL !FFAIRS -R 3IRIWAT 7IWATSAKULCHAROEN 6ICE 0RESIDENT (UMAN 2ESOURCES
'VODUJPOT PG .BOBHJOH %JSFDUPS
4HE -ANAGING $IRECTOR IS AUTHORIZED BY THE #OMPANY}S "OARD OF $IRECTORS WITH THE FOLLOWING POWER AND FUNCTIONS 4O MANAGE MATTERS RELATING TO OPERATIONS OF NORMAL BUSINESS OF THE #OMPANY 4O SCREEN VARIOUS INVESTMENTS AND PROPOSE TO THE #OMPANY}S "OARD OF $IRECTORS FOR APPROVAL 4O PREPARE ANNUAL BUDGET TO SUBMIT TO THE #OMPANY}S "OARD OF $IRECTORS FOR APPROVAL /THER MATTERS ASSIGNED BY THE "OARD CASE BY CASE (OWEVER APPROVAL OF VARIOUS ITEMS MUST NOT FALL UNDER THE CHARACTERISTIC OF APPROVAL THAT ENABLED PERSON AUTHORIZED TO APPROVE ITEMS FOR HIMSELF OR PERSONS WHO MAY PRESENT OBJECTIONS SHARE OF BENEFITS OR CONFLICT OF INTEREST WITH THE #OMPANY OR SUBSIDIARY COMPANIES EXCEPT FOR APPROVALS OF ITEMS UNDER NORMAL BUSINESS THAT ARE WITH CLEAR SCOPE OR LIMIT
" O O V B M 3 F Q P S U
4FMFDUJPO PG %JSFDUPST BOE &YFDVUJWFT 4O FACILITATE THE SELECTION OF $IRECTORS TO THE "OARD BY THE 3ELECTION #OMMITTEE THE TYPE OF DIRECTORS OR BOARD MEMBERS AND DEFINITION IS GIVEN FOR TYPES OF DIRECTORS AND BOARD MEMBERS AS FOLLOW )NDEPENDENT DIRECTOR DEFINES AS A PERSON WHO IS )NDEPENDENT FROM ANY MAJOR SHAREHOLDERS OR RELATED PERSONS )NDEPENDENT FROM EXECUTIVES OR RELATED PERSONS (OLDING NO MORE THAN PERCENT SHARES IN THE #OMPANY .OT BEING EXECUTIVE OF THE #OMPANY OR SUBSIDIARY COMPANIES #APABLE OF PERFORMING FUNCTION OF PROTECTING INTEREST OF EVERY SHAREHOLDER ON EQUAL BASIS $IRECTORS FROM SUBSIDIARY COMPANIES FOR WHICH ANY SUBSIDIARY COMPANIES MEANS A JURISTIC PERSON IN WHICH THE #OMPANY WAS HOLDING PERCENT OR MORE SHARES DIRECTLY OR INDIRECTLY $IRECTORS FROM RELATED COMPANIES FOR WHICH ANY RELATED COMPANY MEANS A JURISTIC PERSON IN WHICH THE #OMPANY IS HOLDING LESS THAN PERCENT SHARES DIRECTLY OR INDIRECTLY INCLUDING JURISTIC PERSON DEFINED UNDER !RTICLE TO OF THE 3ECURITIES AND %XCHANGE !CT " % $IRECTORS FROM THE EXECUTIVES OF THE #OMPANY MEANS ANY PERSON WHO IS A PERMANENT EMPLOYEE PERFORMING EXECUTIVE FUNCTIONS IN THE #OMPANY WITH A CLEAR POSITION AND DUTIES IN THE #OMPANY 4HERE ARE INDEPENDENT DIRECTORS IN THE #OMPANY OUT OF THE TOTAL OF DIRECTORS OF WHICH ACTED AS MEMBERS OF THE !UDIT #OMMITTEE AS WELL
3FNVOFSBUJPO UP %JSFDUPST BOE &YFDVUJWFT
&INANCIAL REMUNERATION
4HE #OMPANY HAS CLEARLY AND TRANSPARENTLY SET REMUNERATION TO $IRECTOR TO SUIT QUALIFICATIONS BEFITTING FUNCTIONS AND RESPONSIBILITIES ASSIGNED AND WHICH HAS BEEN APPROVED AT THE 3HAREHOLDERS} -EETING 4HE #OMPANY HAS SET REMUNERATION TO %XECUTIVES ACCORDING TO FUNCTIONS RESPONSIBILITIES AND RESULT OF PERFORMANCE OF THE INDIVIDUAL EXECUTIVE SUITABLY ! 2EMUNERATION TO $IRECTORS IN THE FORM OF MEETING FEES AND DIRECTOR BONUS AS AT ST $ECEMBER AND ST $ECEMBER WERE FOLLOWING
" O O V B M 3 F Q P S U
$IRECTOR}S .AME
4YPE
-R #HATCHAVAL "HANALAPH )NDEPENDENT $IRECTOR -R !NUPHONG !SSAVABHOKHIN %XECUTIVE $IRECTOR
0OSITION
#HAIRMAN
-EETING 'RATUITY 2EMUNE -EETING 'RATUITY 2EMUNE !TTENDA "AHT RATION !TTENDA "AHT RATION NCE "AHT NCE "AHT
-R 0AYONT 3AKDEJYONT
6ICE #HAIRMAN AND #HIEF %XECUTIVE /FFICER 6ICE #HAIRMAN
-R 0ONG 3ARASIN
$IRECTOR AND -ANAGING $IRECTOR $IRECTOR
$IRECTOR FROM RELATED COMPANY -R 0ICHET 6IPAVASUPHAKORN %XECUTIVE $IRECTOR $IRECTOR FROM RELATED COMPANY -R #HAIYARAT 4HAMPEERA $IRECTOR FROM RELATED COMPANY
-R *AROONSAK "UNTOONGINDA %XECUTIVE
NONE
NONE
NONE
$IRECTOR
NONE
NONE
$IRECTOR
NONE
NONE
NONE
NONE
$IRECTOR
-R 3HAW 3INHASENI $R .ARIS #HAIYASOOT
-R 6ILAS 0ILAKASIRI
)NDEPENDENT $IRECTOR -EMBER OF !UDIT #OMMITTEE
$IRECTOR FROM RELATED COMPANY -R +OSOL 3URIYAPORN -EMBER OF !UDIT #OMMITTEE -R .ONTACHIT 4ULAYANONDA -EMBER OF !UDIT #OMMITTEE -R 3IRIPONG 3OMBUTSIRI -EMBER OF !UDIT #OMMITTEE
$IRECTOR
$IRECTOR AND #HAIRMAN OF !UDITING #OMMITTEE $IRECTOR AND 3ECRETARY
NONE
$IRECTOR AND !UDIT $IRECTOR
$IRECTOR AND !UDIT $IRECTOR
$IRECTOR AND !UDIT $IRECTOR
4OTAL
4OTAL MEETINGS " O O V B M 3 F Q P S U
TIMES
NONE
TIMES
!PPOINTED AS #HAIRMAN OF !UDIT #OMMITTEE BY "OARD OF $IRECTOR}S -EETING ON TH .OVEMBER 2EMARKS REMUNERATION AND GRATUITY RECEIVED DURING *ANUARY $ECEMBER $IRECTOR .O RECEIVED MONTHLY REMUNERATION OF "AHT $IRECTOR .O AND RECEIVED MONTHLY REMUNERATION OF "AHT
$IRECTOR .O RECEIVED MONTHLY REMUNERATION OF "AHT DURING *ANUARY » .OVEMBER AND "AHT ON $ECEMBER $EFINITION )NDEPENDENT $IRECTOR MEANS A DIRECTOR WHO IS INDEPENDENT FROM ANY MAJOR SHAREHOLDERS OR RELATED PERSONS IS INDEPENDENT FROM ANY EXECUTIVE OR RELATED PERSONS HELD NO MORE THAN SHARES IN THE #OMPANY IS NOT AN EXECUTIVE IN THE #OMPANY OR SUBSIDIARY COMPANY CAPABLE OF PROTECTING THE INTEREST OF EVERY SHAREHOLDER ON AN EQUAL BASIS $IRECTOR FROM EXECUTIVES OF THE COMPANY MEANS ANY PERSON WHO IS A PERMANENT EMPLOYEE IN EXECUTIVE FUNCTION WITH A CLEAR POSITION IN THE #OMPANY 3UBSIDIARY COMPANY MEANS A JURISTIC PERSON IN WHICH THE #OMPANY HELD PERCENT AND MORE SHARES DIRECTLY OR INDIRECTLY 2ELATED COMPANY MEANS A JURISTIC PERSON IN WHICH THE #OMPANY HELD UNDER PERCENT SHARES DIRECTLY OR INDIRECTLY INCLUDING ANY JURISTIC PERSON FALLING UNDER THE DEFINITION OF JURISTIC PERSON UNDER !RTICLE TO OF THE 3ECURITIES AND %XCHANGE !CT " %
" 2EMUNERATION TO %XECUTIVE $IRECTORS AND %XECUTIVES IN 2EMUNERATION TO %XECUTIVE $IRECTORS AND %XECUTIVES AT THE END OF FOR PERSONS %XECUTIVES MEAN #HIEF %XECUTIVE /FFICER THE FIRST FOUR %XECUTIVES AFTER THE #HIEF %XECUTIVE /FFICER AND EVERY %XECUTIVE .O IN THE FORM OF SALARY AND BONUS WAS MILLION "AHT /THER REMUNERATION 3INCE THE #OMPANY AND STAFF HAD BECOME MEMBERS OF l4HE 7ELFARE $EVELOPMENT 2EGISTER 0ROVIDENT &UNDm BY WHICH STAFF MUST CONTRIBUTE TO THE &UND AT OR PERCENT OF WAGE AND THE #OMPANY CONTRIBUTES IN ADDITION AT THE SAME RATE 4HE REGISTERED FUND WAS MANAGED BY ONE AUTHORIZED FUND MANAGER UNDER REQUIREMENTS BY THE 0ROVIDENT &UND !CT " %
" O O V B M 3 F Q P S U
" O O V B M 3 F Q P S U
- 3C &ORTHAYS +ANSAS 3TATE #OLLEGE 5 3 ! " ! #HULALONGKORN 5NIVERSITY $IRECTOR !CCREDITATION 0ROGRAM !UDIT #OMMITTEE 0ROGRAM 4HE ROLE OF THE #HAIRMAN
-"! 7AYNE 3TATE 5NIVERSITY $ETROIT -ICHIGAN 5 3 ! "ACHELOR OF %NGINEERING )NDUSTRIAL #HULALONGKORN 5NIVERSITY $IRECTOR !CCREDITATION 0ROGRAM
-R !NUPHONG !SSAVABHOKHIN
%DUCATION
-R #HATCHAVAL "HANALAPH
.AME
!GE 9RS
3HARES 2ELATIONSHIP (ELD BETWEEN -ANAGEMENT
0RESENT 0RESENT 0RESENT 0RESENT
0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT
6ICE #HAIRMAN AND #HIEF %XECUTIVE /FFICER 6ICE #HAIRMAN $IRECTOR $IRECTOR $IRECTOR
#HAIRMAN OF "OARD #HAIRMAN OF "OARD AND #HAIRMAN OF !UDIT #OMMITTEE 3ENIOR %XECUTIVE 6ICE 0RESIDENT #ORPORATE "ANKING 'ROUP !UTHORIZED $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR
0OSITION
%XPERIENCES YEARS 0ERIOD
"OARD OF $IRECTORS AND %XECUTIVES OF !SIAN 0ROPERTY $EVELOPMENT 0LC AS OF ST *ANUARY #OMPANY
!SIAN 0ROPERTY $EVELOPMENT 0LC !SIAN 0ROPERTY $EVELOPMENT 0LC !SIAN 0ROPERTY ,ADPHRAO #O ,TD !SIAN 0ROPERTY +RUNGTHEP #O ,TD !SIAN 0ROPERTY #O ,TD
!SIAN 0ROPERTY $EVELOPMENT 0LC 0RE "UILT 0IC 3IAM #OMMERCIAL "ANK 0LC "OOK #LUB &INANCE 0LC 3#" #APITAL 3ERVICE #O ,TD 3UB 3RI 4HAI 7AREHOUSE 0LC 6INASIAM "ANK $HANAMITR &ACTORING #O ,TD 3AFETY )NSURANCE 0LC
0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT
0ROPERTY $EVELOPMENT #ONSTRUCTION "ANK &INANCE #OMPANY !SSET -ANAGEMENT 3ERVICE 7AREHOUSE "ANK &ACTORING )NSURANCE
4YPE OF "USINESS
" O O V B M 3 F Q P S U
%DUCATION
-R 0AYONT 3AKDEJYONT -"! 4HAMMASAT 5NIVERSITY "ACHELOR OF %NGINEERING #IVIL #HULALONGKORN 5NIVERSITY $IRECTOR !CCREDITATION 0ROGRAM
.AME
!GE 9RS
3HARES 2ELATIONSHIP BETWEEN (ELD -ANAGEMENT
0RESENT 0RESENT 0RESENT 0RESENT
0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT
6ICE #HAIRMAN $IRECTOR $IRECTOR -ANAGING $IRECTOR $IRECTOR
$IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR
0OSITION
%XPERIENCES YEARS 0ERIOD
"OARD OF $IRECTORS AND %XECUTIVES OF !SIAN 0ROPERTY $EVELOPMENT 0LC AS OF ST *ANUARY #OMPANY
4YPE OF "USINESS
!SIAN 0ROPERTY $EVELOPMENT 0LC 0ROPERTY $EVELOPMENT 0#- #ONSTRUCTION -ATERIAL -ANUFACTURING AND #O ,TD DISTRIBUTING CONSTRUCTION MATERIAL ,AND AND (OUSES 0LC 0ROPERTY $EVELOPMENT 1UALITY #ONSTRUCTION 0RODUCTS -ANUFACTURING AND 0LC DISTRIBUTING CONSTRUCTION MATERIAL ,( -UANG -AI #O ,TD 0ROPERTY $EVELOPMENT
!SIAN 0ROPERTY (OLDING #O ,TD !SSET -ANAGEMENT #ITI3MART 3ERVICE #O ,TD 0ROPERTY $EVELOPMENT 0ATHUMWAN !SSET #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY 2ATCHAVIPA 0ROPERTY $EVELOPMENT #O ,TD 3IGNATURE !DVISORY 0ARTNERS 0ROPERTY $EVELOPMENT #O ,TD 0RE "UILT 0LC #ONSTRUCTION 0#- #ONSTRUCTION -ATERIAL -ANUFACTURING AND #O ,TD DISTRIBUTING CONSTRUCTION MATERIAL "OONCHAI (OLDING #O ,TD 0ROPERTY $EVELOPMENT 4RILLION $EVELOPMENT #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY 4HONGLOR #O 0ROPERTY $EVELOPMENT ,TD
" O O V B M 3 F Q P S U
.AME
!GE 9RS
%DUCATION
3HARES 2ELATIONSHIP (ELD BETWEEN -ANAGEMENT
0RESENT 0RESENT 0RESENT
$IRECTOR %XECUTIVE $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR
0OSITION
%XPERIENCES YEARS 0ERIOD
"OARD OF $IRECTORS AND %XECUTIVES OF !SIAN 0ROPERTY $EVELOPMENT 0LC AS OF ST *ANUARY #OMPANY
#HRISTIANI .EILSEN 4HAI 3#" (OLDING #O ,TD -AYLAND #O ,TD !TLANTIC 2EAL %STATE #O ,TD 1 #/. %ASTERN #O ,TD #. 0LACE 3ILOM $EVELOPMENT #O ,TD 3OUTHERN 2EAL %STATE #O ,TD .ORTHERN 2EAL %STATE #O ,TD " # 2EAL %STATE #O ,TD 0RACHACHUEN 2EAL %STATE #O ,TD ,AND AND (OUSES 2EAL %STATE #O ,TD !TTACHAT #O ,TD !UTUMN ,AND #O ,TD %ASTERN 2EAL %STATE #O ,TD ! ! 0ROPERTY #O ,TD ! ! 0ROPERTY #HIENG -AI #O ,TD
#ONSTRUCTION )NVESTMENT )NVESTMENT 0ROPERTY $EVELOPMENT -ANUFACTURING AND DISTRIBUTING CONSTRUCTION MATERIAL 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT
4YPE OF "USINESS
" O O V B M 3 F Q P S U
-R 0ICHET 6IPAVASUPHAKORN
.AME
%DUCATION
"ACHELOR OF "USINESS !DMINISTRATION (ON 2AMKHAMHAENG 5NIVERSITY $IRECTOR !CCREDITATION 0ROGRAM
!GE 9RS
3HARES 2ELATIONSHIP BETWEEN (ELD -ANAGEMENT
0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT
0ERIOD
$IRECTOR AND -ANAGING $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR -ANAGING $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR
0OSITION
%XPERIENCES YEARS
""OARD OF $IRECTORS AND %XECUTIVES OF !SIAN 0ROPERTY $EVELOPMENT 0LC AS OF ST *ANUARY #OMPANY
4YPE OF "USINESS
!SIAN 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0LC !SIAN 0ROPERTY +RUNGTHEP 0ROPERTY $EVELOPMENT #O ,TD !SIAN 0ROPERTY ,ADPHRAO 0ROPERTY $EVELOPMENT #O ,TD !SIAN 0ROPERTY 4HONGLOR 0ROPERTY $EVELOPMENT #O ,TD 4HONGLOR 2ESIDENCE #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY #O ,TD 0ROPERTY $EVELOPMENT #ITI3MART 3ERVICE #O ,TD 0ROPERTY $EVELOPMENT 0#- #ONSTRUCTION -ATERIAL -ANUFACTURING AND #O ,TD DISTRIBUTING CONSTRUCTION MATERIAL !SIAN 0ROPERTY (OLDING #O ,TD !SSET -ANAGEMENT 0ATHUMWAN !SSET #O ,TD 0ROPERTY $EVELOPMENT 3IGNATURE !DVISORY 0ARTNERS 0ROPERTY $EVELOPMENT #O ,TD 4RILLION $EVELOPMENT #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY 2ATCHAVIPA 0ROPERTY $EVELOPMENT #O ,TD
" O O V B M 3 F Q P S U
-R 0ONG 3ARASIN
.AME
%DUCATION
0H $ (ON IN "USINESS !DMINISTRATION #HULALONGKORN 5NIVERSITY
!GE 9RS
3HARES 2ELATIONSHIP (ELD BETWEEN -ANAGEMENT
0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT
0ERIOD $IRECTOR $IRECTOR #HAIRMAN $IRECTOR $IRECTOR #HAIRMAN $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR
0OSITION
%XPERIENCES YEARS
"OARD OF $IRECTORS AND %XECUTIVES OF !SIAN 0ROPERTY $EVELOPMENT 0LC AS OF ST *ANUARY
#OMPANY
4YPE OF "USINESS
!SIAN 0ROPERTY $EVELOPMENT 0LC 0ROPERTY $EVELOPMENT $ISTRIBUTING CONSTRUCTION (OME 0RODUCT #ENTER 0LC MATERIAL "EVERAGE 4HAI 0URE $RINKS ,TD 0ROPERTY $EVELOPMENT 3AMMAKORN 0LC !SOKE -OTORS (OLDING #O ,TD 0ROPERTY $EVELOPMENT (OTEL 3HANGRI LA (OTEL 0ROPERTY $EVELOPMENT 4HARAROM %NTERPRISE 0LC 1UALITY #ONSTRUCTION 0RODUCT 0LC -ANUFACTURING AND DISTRIBUTING CONSTRUCTION MATERIAL #ONSTRUCTION +ASEMKIJ #O ,TD +ALEIDOSCOPE 0ROPERTY #O ,TD 0ROPERTY 2ENTAL -ANUFACTURING AND 1 #/. %ASTERN #O ,TD $ISTRIBUTING #ONSTRUCTION -ATERIAL !UTOMOTIVE 4HAI 2UNG 5NION #AR 0LC 0ACKAGING #ROWN 3EAL 0LC 2ANGSIT 0ROSPER %STATE #O ,TD 0ROPERTY 2ENTAL 0ROPERTY $EVELOPMENT 2OJANA )NDUSTRIAL 0ARK 0LC 0ROPERTY 2ENTAL #HAI &U (OLDINGS #O ,TD #ONSTRUCTION !CCESSORIES #O ,TD -ANUFACTURING AND $ISTRIBUTING #ONSTRUCTION -ATERIAL 0ROPERTY 2ENTAL 0ORNWUT #O ,TD #OMMERCE &LOOR )NDUSTRIES #O ,TD 0ROPERTY 2ENTAL 3ARASIN #O ,TD
" O O V B M 3 F Q P S U
-R #HAIYARAT 4HAMPEERA
.AME
%DUCATION
-"! !NGELO 3TATE 5NIVERSITY 4EXAS 5 3 ! "ACHELOR OF ,AW #HULALONGKORN 5NIVERSITY "ACHELOR OF "USINESS !DMINISTRATION 2AMKHAMHAENG 5NIVERSITY .ATIONAL $EFENCE #OLLAGE &INANCE FOR .ON &INANCE $IRECTOR $IRECTOR !CCREDITATION 0ROGRAM
!GE 9RS
3HARES 2ELATIONSHIP (ELD BETWEEN -ANAGEMENT
0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT
0ERIOD
$IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR 6ICE #HAIRMAN -ANAGING $IRECTOR -ANAGING $IRECTOR $IRECTOR #HIEF %XECUTIVE /FFICER $IRECTOR $IRECTOR 6ICE #HAIRMAN AND #HIEF %XECUTIVE /FFICER $IRECTOR $IRECTOR $IRECTOR
0OSITION
%XPERIENCES YEARS
"OARD OF $IRECTORS AND %XECUTIVES OF !SIAN 0ROPERTY $EVELOPMENT 0LC AS OF ST *ANUARY #OMPANY
4YPE OF "USINESS
!SIAN 0ROPERTY $EVELOPMENT 0LC 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY +RUNGTHEP #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY ,ADPHRAO #O ,TD 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT #ITI3MART 3ERVICE #O ,TD 1UALITY #ONSTRUCTION 0RODUCTS 0LC -ANUFACTURING AND DISTRIBUTING CONSTRUCTION MATERIAL 0ROPERTY $EVELOPMENT 3IAM 3INTHORN #O ,TD 0ROPERTY $EVELOPMENT 0ATHUMWAN !SSET #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY #O ,TD 0ROPERTY $EVELOPMENT 7AVE $EVELOPMENT #O ,TD 2ESTAURANT !SIAN #UISINE #O ,TD 0#- #ONSTRUCTION -ATERIAL #O ,TD -ANUFACTURING AND DISTRIBUTING CONSTRUCTION MATERIAL 0#- #ONSTRUCTION -ATERIAL #O ,TD -ANUFACTURING AND DISTRIBUTING CONSTRUCTION MATERIAL #ONSTRUCTION 3IAM 3YSTEM "UILT #O ,TD !SIAN 0ROPERTY (OLDING #O ,TD !SSET -ANAGEMENT #ONSTRUCTION 0RE "UILT 0LC 3IGNATURE !DVISORY 0ARTNERS #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 4RILLION $EVELOPMENT #O ,TD
" O O V B M 3 F Q P S U
"ACHELOR OF "USINESS !DMINISTRATION 2AMKHAMHAENG 5NIVERSITY $IRECTOR !CCREDITATION 0ROGRAM
-R *AROONSAK "UNTOONGINDA
%DUCATION
.AME
!GE 9RS
3HARES 2ELATIONSHIP (ELD BETWEEN -ANAGEMENT
0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT
0RESENT 0RESENT 0RESENT 0RESENT 0RESENT
0ERIOD
$IRECTOR AND 3ENIOR %XECUTIVE 6ICE 0RESIDENT 0ROJECT 'ROUP $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR
$IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR
0OSITION
%XPERIENCES YEARS
"OARD OF $IRECTORS AND %XECUTIVES OF !SIAN 0ROPERTY $EVELOPMENT 0LC AS OF ST *ANUARY
#OMPANY
-ANUFACTURING AND DISTRIBUTING CONSTRUCTION MATERIAL 2ESTAURANT 0ROPERTY 2ENTAL 0ROPERTY 2ENTAL 2ESTAURANT
4YPE OF "USINESS
!SIAN 0ROPERTY $EVELOPMENT 0LC 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY 2ATCHAVIPA 0ROPERTY $EVELOPMENT #O ,TD !SIAN 0ROPERTY +RUNGTHEP #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY 4HONGLOR #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY ,ADPHRAO #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY #O ,TD 0ROPERTY $EVELOPMENT 4HONGLOR 2ESIDENCE #O ,TD 0ROPERTY $EVELOPMENT 3IGNATURE !DVISORY 0ARTNERS #O ,TD 0ROPERTY $EVELOPMENT 0RE "UILT 0LC #ONSTRUCTION 4RILLION $EVELOPMENT #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY (OLDING #O ,TD !SSET -ANAGEMENT #ITI3MART 3ERVICE #O ,TD 0ROPERTY $EVELOPMENT "ANGKOK #ITI3MART #O ,TD "ROKER FOR 3ALE AND 2ENT 0ROPERTY
1 #/. %ASTERN #O ,TD 0EERANONT #O ,TD 3IAM 2ETAIL $EVELOPMENT #O ,TD 3QUARE 2ITZ 0LAZA #O ,TD #2 !SSET #O ,TD
" O O V B M 3 F Q P S U
-"! -ANAGEMENT 5NIVERSITY OF 3AN &RANCISCO 5 3 ! $IRECTOR !CCREDITATION 0ROGRAM
0H $ %CONOMICS 5NIVERSITY OF (AWAII - ! %CONOMICS %NGLISH 0ROGRAM 4HAMMASAT 5NIVERSITY " ! %CONOMICS (ON 4HAMMASAT 5NIVERSITY .ATIONAL $EFENCE #OLLAGE $IRECTOR !CCREDITATION 0ROGRAM
$R .ARIS #HAIYASOOT
%DUCATION
-R 3HAW 3INHASENI
.AME
!GE 9RS
3HARES 2ELATIONSHIP BETWEEN (ELD -ANAGEMENT
0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT
0RESENT 0RESENT 0RESENT
0ERIOD
#HAIRMAN OF !UDIT #OMMITTEE $IRECTOR $IRECTOR 'ENERAL 2ECTOR #HAIRMAN $IRECTOR $IRECTOR #HAIRMAN $IRECTOR $IRECTOR $IRECTOR $IRECTOR #HAIRMAN OF "OARD #HAIRMAN )NSPECTOR GENERAL $IRECTOR
$IRECTOR $IRECTOR $IRECTOR $IRECTOR
0OSITION
%XPERIENCES YEARS
"OARD OF $IRECTORS AND %XECUTIVES OF !SIAN 0ROPERTY $EVELOPMENT 0LC AS OF ST *ANUARY
#OMPANY
4YPE OF "USINESS 0ROPERTY $EVELOPMENT )NSURANCE $ISTRIBUTING CONSTRUCTION MATERIAL (OTEL
!SIAN 0ROPERTY $EVELOPMENT 0LC 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY $EVELOPMENT 0LC 0ROPERTY $EVELOPMENT &ISCAL 0OLICY /FFICE -INISTRY OF &INANCE 4HAMMASAT 5NIVERSITY %DUCATION .ATIONAL 2ESEARCH #OUNCIL %CONOMICS !TTORNEY 'ENERAL /FFICE #REDIT "UREAU 3IRINTHORN )NTERNATIONAL )NSTITUTE OF %DUCATION 4ECHNOLOGY 'OVERNMENT 3AVINGS "ANK "ANK 3TATE #OUNCIL !NTI -ONEY ,AUNDERING /FFICE "ANK OF 4HAILAND "ANK &ORTUNE 0ARTS )NDUSTRY 0LC -ANUFACTURING AND DISTRIBUTING AUTO PARTS 4HE 3MALL )NDUSTRY #REDIT "ANK 'UARANTEE #ORPORATION 3)#'# -INISTRY OF &INANCE 'OVERNMENT (OUSING "ANK "ANK
!SIAN 0ROPERTY $EVELOPMENT 0LC 4HE 4HAI )NSURANCE 0LC (OME 0RODUCT #ENTER 0LC -AHACHON 'ROUP #O ,TD
" O O V B M 3 F Q P S U
-"! 4HAMMASAT 5NIVERSITY "ACHELOR OF %CONOMICS 4HAMMASAT 5NIVERSITY &INANCE FOR .ON &INANCE $IRECTOR $IRECTOR !CCREDITATION 0ROGRAM
"ACHELOR OF ,AW #HULALONGKORN 5NIVERSITY "ARRISTER AT ,AW !UDIT #OMMITTEE 0ROGRAM
- ! AT 4ARLETON 3TATE 5NIVERSITY 4EXAS 5 3 ! !UDIT #OMMITTEE 0ROGRAM
-R +OSOL 3URIYAPORN
-R .ONTACHIT 4ULAYANONDA
%DUCATION
-R 6ILAS 0ILAKASIRI
.AME
!GE 9RS
3HARES 2ELATIONSHIP (ELD BETWEEN -ANAGEMENT
0RESENT 0RESENT 0RESENT
0RESENT 0RESENT
0RESENT 0RESENT 0RESENT 0RESENT
0ERIOD
$IRECTOR AND !UDIT $IRECTOR &IRST %XECUTIVE 6ICE 0RESIDENT ,ENDING 'ROUP %XECUTIVE 6ICE 0RESIDENT ,ENDING 'ROUP #HIEF %XECUTIVE /FFICER $IRECTOR
$IRECTOR AND !UDIT $IRECTOR ,AWYER ,AWYER
$IRECTOR AND "OARD 3ECRETARY -ANAGING $IRECTOR "OARD 3ECRETARY $EPUTY -ANAGING $IRECTOR
0OSITION
%XPERIENCES YEARS
"OARD OF $IRECTORS AND %XECUTIVES OF !SIAN 0ROPERTY $EVELOPMENT 0LC AS OF ST *ANUARY #OMPANY
4YPE OF "USINESS
!SIAN 0ROPERTY $EVELOPMENT 0LC ,AND AND (OUSE 2ETAIL "ANK "OOK #LUB &INANCE 0LC 7ONGPAITOON 'ROUP 0LC -UANG -AI 'UTTRY 0LC
0ROPERTY $EVELOPMENT "ANK &INANCE #OMPANY &ACTORY ,ATEX 4RANSMUTATION
!SIAN 0ROPERTY $EVELOPMENT 0LC 0ROPERTY $EVELOPMENT 0RICE 3ANOND 0RABHAS 7YNNE ,TD "USINESS ,AW 4AXATION .ATEE )NTERNATIONAL ,AW /FFICE ,TD "USINESS ,AW 4AXATION
!SIAN 0ROPERTY $EVELOPMENT 0LC 0ROPERTY $EVELOPMENT 0#- #ONSTRUCTION -ATERIAL #O ,TD -ANUFACTURING AND DISTRIBUTING CONSTRUCTION MATERIAL 0RE "UILT 0LC #ONSTRUCTION 0RE "UILT 0LC #ONSTRUCTION
" O O V B M 3 F Q P S U
-"! 3ULL 2OSS 5NIVERSITY 53! $IRECTOR !CCREDITATION 0ROGRAM
-"! "URAPHA 5NIVERSITY " "! "ANGKOK 5NIVERSITY
-R 7ASON .ARUENATPAISAN
%DUCATION
-R 3IRIPONG 3OMBUTSIRI
.AME
!GE 9RS
3HARES 2ELATIONSHIP (ELD BETWEEN -ANAGEMENT
0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT
0RESENT 0RESENT 0RESENT
0ERIOD
3ENIOR %XECUTIVE 6ICE 0RESIDENT 0ROJECT 'ROUP $IRECTOR %XECUTIVE 6ICE 0RESIDENT $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR
$IRECTOR AND !UDIT $IRECTOR %XECUTIVE 6ICE 0ERSIDENT $IRECTOR AND !UDIT $IRECTOR $IRECTOR AND -ANAGING $IRECTOR $IRECTOR $IRECTOR $IRECTOR AND -ANAGING $IRECTOR $IRECTOR $IRECTOR
0OSITION
%XPERIENCES YEARS
"OARD OF $IRECTORS AND %XECUTIVES OF !SIAN 0ROPERTY $EVELOPMENT 0LC AS OF ST *ANUARY
#OMPANY
!SIAN 0ROPERTY $EVELOPMENT 0LC 0ATHUMWAN !SSET #O ,TD !SIAN 0ROPERTY #O ,TD #APITAL AND 0ROPERTY -ANAGEMENT #O ,TD 4RILLION $EVELOPMENT #O ,TD #ITI3MART 3ERVICE #O ,TD "ANGKOK #ITI3MART #O ,TD !SIAN 0ROPERTY (OLDING #O ,TD
!SIAN 0ROPERTY $EVELOPMENT 0LC 4-" "ANK 0UBLIC #OMPANY ,IMITED "ANGKOK #HAIN (OSPITAL 0LC !DVISORY 3ERVICES #O ,TD 3IAM #HAI 3RI #O ,TD -UANG 4HAI )NSURANCE #O ,TD 5NITED !DVISORY 3ERVICES #O ,TD 5NITED 3ECURITIES 0LC 0HUKET 3QUARE 0LC
0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT !SSET -ANAGEMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT "ROKER FOR 3ALE AND 2ENT 0ROPERTY !SSET -ANAGEMENT
0ROPERTY $EVELOPMENT "ANK (OSPITAL &INANCIAL !DVISORY #ONSULTANT )NSURANCE &INANCIAL !DVISORY 3ECURITIES 0ROPERTY $EVELOPMENT
4YPE OF "USINESS
" O O V B M 3 F Q P S U
-"! 4HAMMASAT 5NIVERSITY "ACHELOR OF #IVIL %NGINEERING #HIENG -AI 5NIVERSITY
-S )N !CCOUNTING #HULALONGKORN 5NIVERSITY
-R 6ISANU 3UCHATLUMPONG
-S +ITTIYA 0ONGPUCHANEEKUL
%DUCATION
.AME
!GE 9RS
3HARES 2ELATIONSHIP (ELD BETWEEN -ANAGEMENT
0RESENT 0RESENT
0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT
0RESENT 0RESENT 0RESENT 0RESENT 0RESENT
0ERIOD
3ENIOR %XECUTIVE 6ICE 0RESIDENT !CCOUNTING %XECUTIVE 6ICE 0RESIDENT !CCOUNTING
3ENIOR %XECUTIVE 6ICE 0RESIDENT 0ROJECT 'ROUP $EPUTY -ANAGING $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR
$IRECTOR $IRECTOR $IRECTOR $IRECTOR $IRECTOR
0OSITION
%XPERIENCES YEARS
"OARD OF $IRECTORS AND %XECUTIVES OF !SIAN 0ROPERTY $EVELOPMENT 0LC AS OF ST *ANUARY
#OMPANY
4YPE OF "USINESS
!SIAN 0ROPERTY $EVELOPMENT 0LC !SIAN 0ROPERTY #O ,TD
0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT
!SIAN 0ROPERTY $EVELOPMENT 0LC 0ROPERTY $EVELOPMENT 5NITED (OME #O ,TD 0ROPERTY $EVELOPMENT 4RILLION $EVELOPMENT #O ,TD 0ROPERTY $EVELOPMENT #ITI3MART 3ERVICE #O ,TD 0ROPERTY $EVELOPMENT "ANGKOK #ITI3MART #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY (OLDING #O ,TD 0ROPERTY $EVELOPMENT 4HONGLOR 2ESIDENCE #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY ,ADPHRAO #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY 4HONGLOR #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY +RUNGTHEP #O ,TD 0ROPERTY $EVELOPMENT 3IGNATURE !DVISORY 0ARTNERS #O ,TD 0ROPERTY $EVELOPMENT
4HONGLOR 2ESIDENCE #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY ,ADPHRAO #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY 4HONGLOR #O ,TD 0ROPERTY $EVELOPMENT !SIAN 0ROPERTY +RUNGTHEP #O ,TD 0ROPERTY $EVELOPMENT 3IGNATURE !DVISORY 0ARTNERS #O ,TD 0ROPERTY $EVELOPMENT
" O O V B M 3 F Q P S U
"ACHELOR OF "USINESS !DMINISTRATION 2AMKHAMHAENG 5NIVERSITY
-"! +ASETSART 5NIVERSITY "ACHELOR OF %CONOMICS 4HAMMASAT 5NIVERSITY
-R /PAS 2UANGRAJITPAKORN
-R 0IYAWAT 3UEPAISARN
%DUCATION
.AME
!GE 9RS
3HARES 2ELATIONSHIP (ELD BETWEEN -ANAGEMENT
0OSITION
#OMPANY
0RESENT 0RESENT
0RESENT 0RESENT 0RESENT 0RESENT 0RESENT %XECUTIVE 6ICE 0RESIDENT 0ROJECT 'ROUP %XECUTIVE 6ICE 0RESIDENT 3ALES $IRECTOR
3ENIOR %XECUTIVE 6ICE 0RESIDENT &INANCE $IRECTOR $IRECTOR %XECUTIVE 6ICE 0RESIDENT &INANCE $IRECTOR $IRECTOR $IRECTOR
!SIAN 0ROPERTY $EVELOPMENT 0LC !SIAN 0ROPERTY #O ,TD 4RILLION $EVELOPMENT #O ,TD
!SIAN 0ROPERTY $EVELOPMENT 0LC !SIAN 0ROPERTY 4HONGLOR #O ,TD 4HONGLOR 2ESIDENCE #O ,TD !SIAN 0ROPERTY #O ,TD 0RE "UILT 0LC #APITAL AND 0ROPERTY -ANAGEMENT #O ,TD #ITI3MART 3ERVICE #O ,TD
0RESENT %XECUTIVE 6ICE #ITI3MART 3ERVICE #O ,TD 0RESIDENT !CCOUNTING 0RESENT $IRECTOR #APITAL AND 0ROPERTY -ANAGEMENT #O ,TD
0ERIOD
%XPERIENCES YEARS
"OARD OF $IRECTORS AND %XECUTIVES OF !SIAN 0ROPERTY $EVELOPMENT 0LC AS OF ST *ANUARY
0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT
0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT #ONSTRUCTION !SSET -ANAGEMENT 0ROPERTY $EVELOPMENT
0ROPERTY $EVELOPMENT !SSET -ANAGEMENT
4YPE OF "USINESS
" O O V B M 3 F Q P S U
-R 0UMIPAT 3INACHAROEN -"! 4HE !MERICAN 'RADUATE 3CHOOL OF )NTERNATIONAL -ANAGEMENT 4HUNDERBIRD 53!
%DUCATION
3HARES 2ELATIONSHIP (ED BETWEEN -ANAGEMENT
"ACHELOR OF %NGINEERING #IVIL +ASETSART 5NIVERSITY %XECUTIVE -"! +ASETSART 5NIVERSITY
-R 4HONGCHAI *ARASKULCHAI
.AME
!GE 9RS
0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT 0RESENT
0RESENT
0ERIOD
3ENIOR 6ICE 0RESIDENT #ORPORATE 0LANNING AND )NVESTOR 2ELATIONS #HIEF %XECUTIVE /FFICER $IRECTOR $IRECTOR AND !UDIT $IRECTOR 0ERFORMANCE -EASUREMENT $IRECTOR %CONOMIC 6ALUE -ANAGEMENT (UMAN 2ESOURCE $IRECTOR 0ERFORMANCE -EASUREMENT $IRECTOR &INANCIAL 0LANNING -ANAGER %QUITY !NALYST
3ENIOR 6ICE 0RESIDENT 0ROJECT $EVELOPMENT 0ROJECT -ANAGER
0OSITION
%XPERIENCES YEARS
"OARD OF $IRECTORS AND %XECUTIVES OF !SIAN 0ROPERTY $EVELOPMENT 0LC AS OF ST *ANUARY #OMPANY
0ROPERTY $EVELOPMENT #ONSTRUCTION
4YPE OF "USINESS
!SIAN 0ROPERTY $EVELOPMENT 0LC 0ROPERTY $EVELOPMENT "ANGKOK #ITI3MART #O ,TD "ROKER FOR 3ALE AND 2ENT 0ROPERTY #ITI3MART 3ERVICE #O ,TD 0ROPERTY $EVELOPMENT &ORTUNE 0ARTS )NDUSTRY 0LC -ANUFACTURING AND DISTRIBUTING AUTO PARTS 4HE 3MALL )NDUSTRY #REDIT 'UARANTEE #ORPORATION 3)#'# 4HE 3MALL )NDUSTRY #REDIT 'UARANTEE #ORPORATION 3)#'# .EIGHBORING #OUNTRIES %CONOMIC $EVELOPMENT #OOPERATION !GENCY 0UBLIC /RGANIZATION .ATIONAL )NSTITUTION FOR "RAIN "ASED ,EARNING (UTCHINSON #!4 7IRELESS #OMMUNICATION -ULTIMEDIA #OMPANY ,IMITED ).' "ARING 3ECURITIES 4HAILAND %QUITY "ROKER #O ,TD
!SIAN 0ROPERTY $EVELOPMENT 0LC %NGINEERING 0LUS #O ,TD
" O O V B M 3 F Q P S U
"ACHELOR OF ,AW 2AMKHAMHAENG 5NIVERSITY %XECUTIVE -"! +ASETSART 5NIVERSITY $IRECTOR !CCREDITATION 0ROGRAM
-ASTER DEGREE IN 0UBLIC !DMINISTRATION .)$! "ACHELOR $EGREE OF !RTS &ACULTY OF 0OLITICAL 3CIENCES 2AMKHAMHAENG 5NIVERSITY "ACHELOR $EGREE OF !RTS &ACULTY OF (UMANITIES 4HE 5NIVERSITY OF THE 4HAI #HAMBER OF #OMMERCE
-R 3IRIWAT 7IWATSAKULCHAROEN
%DUCATION
-R +OWIT +OKILAKANISTHA
.AME
!GE 9RS
3HARES 2ELATIONSHIP (ELD BETWEEN -ANAGEMENT
0RESENT
0RESENT 0RESENT 0RESENT 0RESENT
0ERIOD
6ICE 0RESIDENT (UMAN 2ESOURCES !SSISTANT 6ICE 0RESIDENT (UMAN 2ESOURCES !DMIN $EPT !SSISTANT -ANAGER (UMAN 2ESOURCES $EPT
6ICE 0RESIDENT ,EGAL !FFAIRS 6ICE 0RESIDENT ,EGAL !FFAIRS $IRECTOR $IRECTOR !UDIT $IRECTOR $IRECTOR
0OSITION
%XPERIENCES YEARS
"OARD OF $IRECTORS AND %XECUTIVES OF !SIAN 0ROPERTY $EVELOPMENT 0LC AS OF ST *ANUARY
#OMPANY
!SIAN 0ROPERTY $EVELOPMENT 0LC 4RINITY 3ECURITIES #O ,TD +') 3ECURITIES /NE 0LC
!SIAN 0ROPERTY $EVELOPMENT 0LC !SIAN 0ROPERTY #O ,TD !SIAN 0ROPERTY 4HONGLOR #O ,TD 4HONGLOR 2ESIDENCE #O ,TD -ANDARIN (OTEL 0LC "AAN 3UAN .GAM #O ,TD
0ROPERTY $EVELOPMENT &INANCE AND 3ECURITIES &INANCE AND 3ECURITIES
0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT 0ROPERTY $EVELOPMENT (OTEL 0ROPERTY $EVELOPMENT
4YPE OF "USINESS
" O O V B M 3 F Q P S U
.AME
8
8
8
8
8
8
8
/
8
8
8
8
-R 0AYONT 3AKDEJYONT
-R 0ICHET 6IPAVASUPHAKORN
-R 0ONG SARASIN
-R #HAIYARAT 4HAMPEERA
-R *AROONSAK "UNTOONGINDA
-R 3HAW 3INHASENI
-R .ARIS #HAIYASOOT
-R 6ILAS 0ILAKASIRI
-R +OSOL 3URIYAPORN
-R .ONTACHIT 4ULAYANONDA
-R 3IRIPONG 3OMBUTSIRI
8 !TTENDED
8
-R !NUPHONG !SSAVABHOKHIN 8
8
8
8
8
8
8
8
8
8
8
8
8
8
/
8
8
8
8
8
8
/
8
8
8
8
8
8
8
/
8
8
8
8
8
8
8
/
8
8
8
/
8
8
8
8
8
8
/
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
/ .OT !TTENDED .OT SERVING AS THE MEMBER
/
8
/
8
8
8
8
8
8
8
8
8
-R #HATCHAVAL "HANALAPH
4HE .UMBER OF ATTENDED MEETINGS FOR THE BOARD OF DIRECTORS IN
8
8
8
8
8
8
8
/
8
8
8
8
8
.O
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
/
8
8
/
8
/
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
/
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
/
8
8
8
8
8
8
/
/
8
8
/
8
8
8
8
.O OF ATTENDED -EETINGS
ATTENDED
4OTAL -EETING TIMES
4HE .UMBER OF ATTENDED MEETINGS FOR THE !UDIT #OMMITTEE IN
.O
.AME
4OTAL -EETINGS TIMES
.O OF ATTENDED -EETINGS
ATTENDED
-R #HATCHAVAL "HANALAPH
8
8
8
8
-R +OSOL 3URIYAPORN
8
/
8
8
-R .ONTACHIT 4ULAYANONDA
8
8
8
8
-R 3IRIPONG 3OMBUTSIRI 8 8 8 8 8 !TTENDED / .OT !TTENDED .OT SEVING AS THE MEMBER 2EMARK $R .ARIS #HAIYASOOT HAS BEEN APPOINTED AS THE CHAIRMAN OF !UDIT #OMMITTEE BY THE "OARD OF $IRECTOR}S MEETING ON TH .OVEMBER
&OR THE 3ELECTION AND 2EMUNERRATION #OMMITTEE THEY HAD ONLY TIME MEETING IN AND ALL MEMBERS ATTENDED THE MEETING
4HE .UMBER OF ATTENDED MEETINGS FOR THE #ORPORATE 'OVERNANCE #OMMITTEE IN
.AME
.O
4OTAL -EETINGS TIMES
.O OF ATTENDED -EETINGS
ATTENDED
-R +OSOL 3URIYAPORN
8
/
8
8
8
-R 0ICHET 6IPAVASUPHAKORN
8
8
8
8
8
-S +ITTIYA 0ONGPUCHANEEKUL
8
8
8
8
/
-R /PAS 2UANGRAJITPAKORN
8
8
8
8
8
-R 0UMIPAT 3INACHAROEN
8
8
8
/
8
-R 6ILAS 0ILAKASIRI
8
8
8
8
8
8 !TTENDED / .OT !TTENDED .OT SEVING AS THE MEMBER
" O O V B M 3 F Q P S U
$ P O U S P M P O V T F P G J O T J E F J O G P S N B U J P O
4HE #OMPANY HAS A POLICY AND METHOD TO MONITOR EXECUTIVES IN USING INSIDE INFORMATION OF THE #OMPANY FOR PERSONAL INTEREST AS FOLLOW p 4O GIVE KNOWLEDGE TO EXECUTIVES IN VARIOUS DEPARTMENTS ON THEIR DUTY TO REPORT HOLDING OF #OMPANY}S SECURITIES AND PENALTY UNDER THE 3ECURITIES AND %XCHANGE !CT " % AND UNDER REQUIREMENTS BY THE 3TOCK %XCHANGE OF 4HAILAND p 4HE #OMPANY REQUIRES THAT EXECUTIVES SHOULD REPORT ON CHANGES IN SECURITIES HOLDING TO THE 3ECURITIES AND %XCHANGE #OMMISSION UNDER !RTICLE OF THE 3ECURITIES AND %XCHANGES !CT " % AND TO FORWARD COPY OF THIS REPORT TO THE #OMPANY ON THE SAME DAY SENDING TO THE 3ECURITIES AND %XCHANGE #OMMISSION p 4HE "OARD HAS PASSED A RESOLUTION TO APPROVE THE REQUIREMENTS CRITERIA AND PENALTIES IN CONTROL AND USE OF INSIDE INFORMATION OF THE #OMPANY VERY STRICTLY )T IS DEEMED PROPER TO ESTABLISH POLICY AND METHOD FOR MONITORING $IRECTORS %XECUTIVES AND STAFF IN USING THE #OMPANY}S INSIDE INFORMATION PARTICULARLY INFORMATION ON FINANCIAL STATUS OF THE #OMPANY THAT MUST BE CHECKED BY LICENSED PUBLIC AUDITOR AND APPROVED AT THE -EETING OF THE !UDIT #OMMITTEE BEFORE BEING SUBMITTED TO THE "OARD AND THE 3TOCK %XCHANGE OF 4HAILAND OR ISSUED TO THE PUBLIC FOR PERSONAL INTEREST AS FOLLOW )T IS PROHIBITED THAT $IRECTORS %XECUTIVES STAFF INCLUDING SPOUSES AND CHILDREN WHO HAVE NOT COME OF LEGAL AGE USE INSIDE INFORMATION FOR TRADING TRANSFERRING OR ACCEPTING TRANSFER OF #OMPANY}S SECURITIES BEFORE SUCH INFORMATION IS RELEASED TO THE PUBLIC FROM TH !PRIL TO THE DATE OF REPORTING THE FIRST QUARTER &INANCIAL 3TATEMENTS FROM TH *ULY TO THE DATE OF REPORTING THE SECOND QUARTER &INANCIAL 3TATEMENTS FROM TH /CTOBER TO THE DATE OF REPORTING THE THIRD QUARTER &INANCIAL 3TATEMENTS AND FROM ST &EBRUARY TO THE DATE OF THE ANNUAL REPORT &INANCIAL 3TATEMENTS "ESIDES AFTER THE INFORMATION HAVE BEEN RELEASED THE ABOVE PERSONS SHOULD ABSTAIN FROM TRADING THE #OMPANY}S SECURITIES UNTIL THE PUBLIC RECEIVING SUCH INFORMATION HAVE ADEQUATE TIME TO EVALUATE THE INFORMATION DAYS FROM THE DATE OF RELEASE +NOWLEDGE IS GIVEN TO $IRECTORS %XECUTIVES AND STAFF WITH THE FUNCTIONS TO REPORT PERSONAL SECURITIES HOLDING THEIR SPOUSES AND CHILDREN WHO HAVE NOT COME OF LEGAL AGE WHO ARE QUALIFIED AND TO REPORT TRADING TRANSFERRING OR ACCEPTING ANY TRANSFER OF #OMPANY}S SECURITIES AS SPECIFIED IN THE !NNOUNCEMENT .O 3OR*OR ISSUED BY THE OFFICE OF 3ECURITIES AND %XCHANGE #OMMISSION ON PREPARATION AND DISCLOSURE OF REPORT ON SECURITIES HOLDING AND THE 0ENALTY #HAPTER PROVIDED UNDER THE 3ECURITIES AND %XCHANGE !CT " % )F ANY STAFF COMMITTED AN ACT IN VIOLATION OF THE AFOREMENTIONED REGULATION 4HE #OMPANY WOULD TAKE DISCIPLINARY ACTION TO HAND OUT SUITABLE PENALTY AS FOLLOW &OR FIRST OFFENCE 7RITTEN WARNING 3ECOND OFFENCE 3ALARY CUT WORK SUSPENSION 4HIRD /FFENCE $ISMISSAL WITHOUT COMPENSATION PAYMENT
" O O V B M 3 F Q P S U
1FSTPOOFM
)T IS THE #OMPANY}S POLICY TO DEVELOP POTENTIAL OF PERSONNEL 4HE #OMPANY HAS ORGANIZED REGULAR AND CONTINUOUS TRAINING TO GIVE KNOWLEDGE AND UNDERSTANDING ON THE #OMPANY}S POLICY AND TO DEVELOP STAFF}S KNOWLEDGE AND ABILITY 4HE TRAININGS WERE INSTRUCTED BY SPECIALISTS FROM WITHIN AND FROM OUTSIDE THE #OMPANY SUCH AS TRAINING ON #OACHING ! 3TRATEGIC 4OOL &OR %FFECTIVE ,EADERSHIP PERSONALITY DEVELOPMENT &ENG 3HUI FOR SALES OF REAL ESTATE AND KNOWLEDGE NEEDED IN SALES OF REAL ESTATE 4HE #OMPANY ALSO ORGANIZED TRAINING FOR THE EXECUTIVES SUCH AS PERSONALITY FOR %XECUTIVE #URRICULUMS FOR SAID TRAINING ARE SEEN BY THE #OMPANY TO BE OF BENEFITS TO STAFF AND EXECUTIVES OF THE #OMPANY THAT WOULD HELP IMPROVING THE COMPANY}S PERSONNEL EFFICIENCY )N ADDITION THE #OMPANY EMPLOYS THE ADDITIONAL STAFF TO COPE WITH THE INCREASING QUANTITY OF WORK AND TO ENABLE EFFICIENT OPERATIONS "ESIDES AS WELFARE TO THE STAFF THE #OMPANY AND STAFF JOINTLY BECAME MEMBERS OF l4HE 7ELFARE $EVELOPMENT 2EGISTERED 0ROVIDENT &UNDm IN THE FORM OF A SPECIFIC FUND OF THE #OMPANY WITH APPROVAL BY THE -INISTRY OF &INANCE UNDER 4HE 0ROVIDENT &UND !CT " % !CCORDING TO REGULATIONS OF &UND STAFF MUST CONTRIBUTE TO THE FUND AT THE RATE OF OR OR PERCENT OF WAGE WHILE THE #OMPANY CONTRIBUTED AT THE SAME RATE WITH CONDITIONS DEPENDING ON NUMBER OF WORKING YEARS AND BENEFITS TO BE PAID TO MEMBER UNDER CONDITIONS WHEN SUCH MEMBER RETIRED BECAME DECEASED OR RESIGNED FROM MEMBERSHIP
*OUFSOBM DPOUSPMT
4HE #OMPANY REALIZES THE IMPORTANCE OF HAVING INTERNAL CONTROL SYSTEM BOTH ON EXECUTIVE AND OPERATING LEVELS AND HAS THUS SPECIFIED FUNCTIONS AND AUTHORITIES OF OPERATORS AND EXECUTIVES CLEARLY IN WRITING 4HERE IS CONTROL ON USE OF #OMPANY}S PROPERTIES TO RENDER BENEFIT AND THERE IS SEGREGATION OF DUTY BETWEEN OPERATORS MONITORS AND EVALUATORS IN ORDER TO CROSS CHECK THE FUNCTIONS OF EACH UNFAIRLY -OREOVER INTERNAL CONTROL IS ARRANGED ON FINANCIAL SYSTEM FOR WHICH FINANCIAL REPORTS IS REQUIRED TO BE PRESENTED TO EXECUTIVES AND THE !UDIT #OMMITTEE &OR INTERNAL CONTROL ON RISK MANAGEMENT THE #OMPANY CARRY OUT RISK MANAGEMENT THAT IS ADEQUATE AND SUITABLE 4HE #OMPANY HAS AN INTERNAL CONTROL SYSTEM ON TRANSACTIONS WITH MAJOR SHAREHOLDERS DIRECTORS EXECUTIVES OR PERSONS RELATED TO THE SAID PARTIES ADEQUATELY 4HE SYSTEM FOR INTERNAL CONTROL WITHIN THE #OMPANY AND FOLLOW UP ON OPERATIONS IS ALSO SUITABLE AND ADEQUATE 4HE #OMPANY HAS ARRANGED FOR INTERNAL AUDITORS BY CONTRACTING !LLIANCE /FFICE #O ,TD TO CARRY OUT INTERNAL AUDIT WORKS WITH STRESS ON BUSINESS RISK AND OPERATING SYSTEM AND WITH THE OBJECTIVES OF ENHANCING #OMPANY}S OPERATING EFFICIENCY INCREASING TRUST OF THE !UDIT #OMMITTEE AND THE EXECUTIVES FOR RELIABLE INFORMATION SYSTEM TO GIVE CONFIDENCE IN CONTROL AND CARE IN PROPER USE OF #OMPANY}S PROPERTIES AND TO ALLOW THE !UDIT #OMMITTEE AND THE EXECUTIVES TO BE AWARE OF POSSIBLE PROBLEMS AND TO GIVE CONFIDENCE THAT THE #OMPANY HAS A GOOD INTERNAL CONTROL SYSTEM AND THAT STAFF PERFORMS FUNCTIONS UNDER THE ESTABLISHED INTERNAL CONTROL SYSTEM
" O O V B M 3 F Q P S U
4HE #OMPANY}S !UDITOR FOR -RS 4IPPAWAL .ANANUWAT WHO WAS THE AUDITOR FOR THE #OMPANY}S &INANCIAL 3TATEMENTS GAVE OPINION ON EVALUATION OF EFFICIENCY IN THE #OMPANY}S INTERNAL ACCOUNTING CONTROL THAT THE /FFICE DID NOT FIND ANY SIGNIFICANT WEAK POINT IN THE INTERNAL CONTROL SYSTEM ON ACCOUNTING )N ADDITION THE !UDIT #OMMITTEE WAS OF THE OPINION THAT THE #OMPANY WAS HAVING A SUITABLE ADEQUATE AND EFFICIENT INTERNAL CONTROL SYSTEM AND TRANSPARENCY IN OPERATION AT A SATISFACTORY LEVEL )N THE -EETING OF !UDIT #OMMITTEE .O ON TH .OVEMBER WITH MEMBERS OF THE !UDIT #OMMITTEE IN ATTENDANCE THE !UDIT #OMMITTEE HAS EVALUATED THE INTERNAL CONTROL SYSTEM BY ENQUIRY ON INFORMATION FROM MANAGEMENT INCLUDING INSPECTION OF EVIDENT DOCUMENTS AND CONCLUDED THAT EVALUATION ON THE #OMPANY}S INTERNAL CONTROL SYSTEM ON SECTIONS I E ORGANIZATION ENVIRONMENT RISK MANAGEMENT CONTROL ON OPERATIONS BY MANAGEMENT INFORMATION AND COMMUNICATION SYSTEM AND MONITORING SYSTEM THE #OMMITTEE CONCLUDED THAT THE #OMPANY WAS HAVING ADEQUATE INTERNAL CONTROL SYSTEM FOR TRANSACTIONS WITH MAJOR SHAREHOLDERS DIRECTORS EXECUTIVES OR PERSONS RELATED TO THE SAID PARTIES !S FOR THE OTHER INTERNAL CONTROL SYSTEMS THE "OARD CONDUCED THAT THE #OMPANY WAS ALSO HAVING SUFFICIENT INTERNAL CONTROL SYSTEM
$POOFDUFE USBOTBDUJPOT
4HE #OMPANY HAS A POLICY ON CONNECTED TRANSACTIONS BY SETTING THE VARIOUS CONDITIONS IN ACCORDANCE WITH THE NORMAL TRADING AT MARKET PRICES THAT COULD BE COMPARED TO PRICES APPLICABLE TO THIRD PARTIES )N SO DOING THE #OMPANY ALLOWED THE !UDIT #OMMITTEE OR THE #OMPANY}S !UDITOR OR INDEPENDENT EXPERT TO CONSIDER AND INSPECT AND TO GIVE OPINION ON SUITABILITY OF PRICES AND JUSTIFICATIONS IN CARRYING OUT TRANSACTIONS AS WELL #ONNECTED TRANSACTIONS SUCH AS TRADING OF MERCHANDISES BORROWING OR LENDING AND PROVIDING GUARANTEE AGAINST LOAN MUST BE PROPOSED TO THE "OARD OF $IRECTORS FOR CONSIDERATION WITH PARTICIPATION BY THE !UDIT #OMMITTEE TO CONSIDER AND APPROVE CONNECTED TRANSACTIONS AS WELL 4HE SAID CONNECTED TRANSACTIONS MUST BE EXECUTED IN COMPLIANCE WITH THE 3ECURITIES AND %XCHANGE !CT RULES ANNOUNCEMENTS ORDERS OR REQUIREMENTS BY THE 3TOCK %XCHANGE OF 4HAILAND BY WHICH ANY PARTY WITH CONFLICT OF INTEREST IN THE CONNECTED TRANSACTION WOULD NOT BE ENTITLED TO VOTE IN PASSING RESOLUTION TO ALLOW SUCH CONNECTED TRANSACTION (OWEVER IF CONNECTED TRANSACTION BY THE #OMPANY OR SUBSIDIARY COMPANIES INVOLVES PERSONS WITH CONFLICT OF INTEREST OR SHARE OF BENEFIT OR MAY GIVE RISE TO CONFLICT OF INTEREST IN THE FUTURE THE #OMPANY WOULD LET THE !UDIT #OMMITTEE GIVE OPINION ON THE NEED AND SUITABILITY OF SUCH TRANSACTION )N THE EVENT THE !UDIT #OMMITTEE LACKED EXPERTISE IN CONSIDERING THE CONNECTED TRANSACTION THE #OMPANY WOULD LET AN INDEPENDENT EXPERT OR THE #OMPANY}S !UDITOR TO GIVE OPINION ON THE SAID CONNECTED TRANSACTION TO USE FOR MAKING DECISION BY THE "OARD OF $IRECTORS OR BY THE SHAREHOLDERS DEPENDING ON THE CASE 4HE #OMPANY WOULD DISCLOSE CONNECTED TRANSACTIONS IN THE .OTES TO &INANCIAL 3TATEMENTS THAT HAS BEEN AUDITED BY THE #OMPANY}S !UDITOR
" O O V B M 3 F Q P S U
( P P E $ P S Q P S B U F ( P W F S O B O D F
4HE #OMPANY REALIZES THE IMPORTANCE OF GOOD GOVERNANCE THAT IS THE BASIC FACTOR IN ENHANCING THE ORGANIZATION WITH EFFICIENT SYSTEM AND TO MAINTAIN SUSTAINABLE GROWTH 4HE #OMPANY THEREFORE ADAPTED THE PRINCIPLE OF GOOD GOVERNANCE BY THE 3TOCK %XCHANGE OF 4HAILAND AS OPERATION GUIDELINE AND SET UP POLICY ON GOOD GOVERNANCE BY THE #OMPANY AS FOLLOW p )MPORTANCE IS GIVEN TO INTERNAL CONTROL AND AUDIT SYSTEM TO ENABLE MONITORING ON MANAGEMENT TO PROCEED UNDER POLICY EFFICIENTLY AND UNDER FRAME WORK AND REQUIREMENTS OF LAWS AND ETHICS p 4O GIVE FAIR AND SAME TREATMENT TO SHAREHOLDERS AND STAKEHOLDERS OF THE #OMPANY p 4HE "OARD IS DETERMINED TO RUN THE #OMPANY WITH CAUTION CARE AND RESPONSIBILITIES IN PERFORMING DUTIES WITH ADEQUATE ABILITY AND EFFICIENCY TO CREATE MAXIMUM BENEFITS TO THE SHAREHOLDERS IN THE LONG TERM INCLUDING SUPERVISION TO PREVENT CONFLICT OF INTEREST p 4O RUN BUSINESS WITH FULL AWARENESS ON RISK AT ALL TIMES AND WITH PROPER CONTROL AND RISK MANAGEMENT p /PERATIONS ARE TO BE CARRIED OUT WITH TRANSPARENCY 3UFFICIENT INFORMATION IS TO BE DISCLOSED TO ALL RELEVANT PARTIES p 4HE "OARD WOULD FOLLOW THE #ODE OF #ONDUCT ANNOUNCED AND SUPERVISE STAFF IN THE ORGANIZATION TO FOLLOW THE SAID #ODE OF #ONDUCT AS WELL
3JHIU PG 4IBSFIPMEFST
4HE #OMPANY HAS ARRANGED FOR !NNUAL 3HAREHOLDERS} -EETING WITHIN MONTHS FROM THE LAST DAY OF FISCAL YEAR FOR WHICH THE #OMPANY WOULD SEND INVITATION LETTERS TO THE 3HAREHOLDERS} ACCOMPANYING INFORMATION AND OPINION BY THE "OARD OF $IRECTORS AND THE !UDIT #OMMITTEE IF ANY TO SHAREHOLDERS AT LEAST DAYS BEFORE THE MEETING DATE TO ENABLE SHAREHOLDERS TO STUDY THE DETAILS OF VARIOUS INFORMATION BEFORE DECIDING TO VOTE DURING THE -EETING "ESIDES THE #OMPANY ALSO ISSUES INFORMATION ON THE -EETING IN ADVANCE VIA THE #OMPANY}S WEBSITE 4HE #OMPANY SET UP SUITABLE DATE TIME AND VENUE FOR MEETING TO GIVE CONVENIENCE IN ATTENDING THE 3HAREHOLDERS} -EETING AND ON THE MEETING DAY IT IS OPEN FOR SHAREHOLDERS TO REGISTER IN ADVANCE AT LEAST HOURS BEFORE THE ACTUAL MEETING IS CONVENED TO ALLOW SUFFICIENT TIME FOR SHAREHOLDERS TO REGISTER COMPLETELY PRIOR TO COMMENCEMENT OF MEETING AND THE #OMPANY ALSO ARRANGED REGISTRATION WITH BAR CODE FOR EASE AND SPEED AND SEPARATE REGISTRATION BETWEEN INDIVIDUAL SHAREHOLDERS AND INSTITUTIONAL SHAREHOLDERS TO OFFER CONVENIENCE TO INDIVIDUAL SHAREHOLDERS AS WELL )N THE 3HAREHOLDERS} -EETING #HAIRMAN OF THE "OARD OF $IRECTORS #HAIRMAN OF THE !UDIT #OMMITTEE AND #HAIRMAN OF THE SUB COMMITTEES WERE ALL IN ATTENDANCE WHILE MOST OF THE OTHER #OMPANY}S $IRECTORS ALSO ATTENDED THE -EETING TO GIVE CLARIFICATIONS TO ENQUIRIES BY SHAREHOLDERS )N ADDITION IF THERE IS ANY SPECIAL OR URGENT AGENDA THE #OMPANY WOULD CALL AN %XTRAORDINARY 3HAREHOLDERS} -EETING CASE BY CASE
" O O V B M 3 F Q P S U
&RVJUBCMF 5SFBUNFOU PG 4IBSFIPMEFST )N THE 3HAREHOLDERS} -EETING WHEN THE -EETING #HAIRMAN GIVE DETAILS OF THE VARIOUS AGENDAS OPPORTUNITY IS GIVEN TO ALL SHAREHOLDERS TO HAVE EQUAL RIGHTS IN MONITORING THE #OMPANY}S OPERATIONS TO MAKE ENQUIRIES AND TO GIVE OPINIONS EQUALLY AND THE #OMPANY ALSO KEEP RECORDS ON SIGNIFICANT ISSUES AND OPINIONS IN THE -INUTE OF THE -EETING &OR VOTING BY SHAREHOLDERS THE #OMPANY HAS PREPARED QUESTIONNAIRE FOR VOTING IN EACH AGENDA FOR TRANSPARENCY AND LATER CHECK )N THE EVENT SHAREHOLDERS ARE NOT ABLE TO ATTEND THE MEETING THE SHAREHOLDERS ARE ABLE TO GIVE PROXY TO THE INDEPENDENT DIRECTOR TO EXERCISE VOTING RIGHTS ON HIS BEHALF FOR WHICH THE #OMPANY HAS PROPOSED TWO INDEPENDENT DIRECTORS TO ACCEPT THE PROXY AND PREPARES PROXY FORMS IN THE FORMAT THAT SHAREHOLDERS COULD SPECIFY THEIR VOTING )N ADDITION THE #OMPANY ALSO HAS THE WRITING MEASURES TO PREVENT USE OF INSIDE INFORMATION SHOWN IN THE SECTION OF CONTROL ON USE OF INSIDE INFORMATION AND ALSO REQUIRED THAT EXECUTIVES SHOULD DISCLOSE SHARES OF BENEFITS BELONGING TO THEM AND PERSONS RELATED TO THEM TO THE #OMPANY}S "OARD OF $IRECTORS WHEN THERE IS ANY ITEM RELATED TO THE #OMPANY BUT AT PRESENT THERE HAS NOT BEEN ANY $IRECTOR WITH SHARE OF BENEFITS OR INTEREST IN THE #OMPANY !S FOR THE REPORT ON SECURITIES HOLDING A $IRECTOR SHOULD REPORT SECURITIES HOLDING TO THE "OARD OF $IRECTORS AT EACH CHANGE THAT WAS IF A $IRECTOR GIVE REPORT ON SECURITIES HOLDING TO THE 3TOCK %XCHANGE OF 4HAILAND REPORT IS ALSO TO BE MADE TO THE "OARD OF $IRECTORS IN THE MEETING IN THAT MONTH
3PMF PG 4UBLFIPMEFST
4HE #OMPANY PLACED IMPORTANCE ON ALL STAKEHOLDERS BOTH INSIDE AND OUTSIDE THE ORGANIZATION AND INCLUDING STAFF CREDITORS TRADING PARTNERS RELEVANT OFFICIAL AGENCIES AND SHAREHOLDERS FOR FAIR BENEFITS TO ALL PARTIES WITH THE FOLLOWING PARTICULARS 3TAFF p 4HE #OMPANY TREATS ALL STAFF EQUALLY FAIRLY AND GIVES SUITABLE REMUNERATION p 4HE #OMPANY GIVES SCHOLARSHIP TO STAFF AND ORGANIZES CONTINUOUS TRAINING TO STAFF )N THE #OMPANY HAS ORGANIZED TRAINING FOR STAFF UNDER FOLLOWING TOPICS NAMELY #OACHING ! 3TRATEGIC 4OOL &OR %FFECTIVE ,EANDERSHIP 0ERSONALITY $EVELOPMENT &ENG 3HUI FOR 2EAL %STATE 3ALES AND .EEDED +NOWLEDGE &OR 2EAL %STATE 3ALES p 4HE #OMPANY ALLOCATED MILLION UNITS OF WARRANT UNDER %MPLOYEE 3TOCK /PTION 0LAN TO 3TAFF WITH YEARS MATURITY AND CONVERSION PRICE OF "AHT PER ORDINARY STOCK ON ST &EBRUARY AND AGAIN ALLOCATED MILLION ORDINARY STOCKS TO STAFF AT "AHT PER SHARE AT THE END OF FOR WHICH THE #OMPANY ALLOCATED WARRANT AND ORDINARY STOCKS FAIRLY TO STAFF AND EXECUTIVES p 4HE #OMPANY MADE BE THE 9EAR OF )NNOVATION FOR WHICH THE #OMPANY WAS OPEN THE CREATIVE IDEAS OR NEW RECOMMENDATIONS FROM STAFF THAT WOULD IMPROVE EXISTING OPERATIONS TO HIGHER EFFICIENCY 4RADING PARTNERS p 4HE #OMPANY BOUGHT MERCHANDISES AND SERVICES FROM TRADING PARTNERS BOTH INSIDE AND OUTSIDE #OMPANY 'ROUP UNDER NORMAL TRADING CONDITIONS p &OR CONTRACTORS THE #OMPANY CARRIED OUT INSPECTION ON QUALITY OF GOODS AND GAVE REWARDS TO CONTRACTORS WITH CONTINUOUS GOOD PERFORMANCE TO HELP IN FURTHER IMPROVING THE QUALITY OF GOODS AND TO PROMOTE CONTRACTORS TO GROW "ESIDES THE #OMPANY ALSO ORGANIZES CONTINUOUS TRAINING TO CONTRACTORS SUCH AS " O O V B M 3 F Q P S U
CONSTRUCTION SYSTEM CORRECT CONSTRUCTION METHODS AND SYSTEM TO INSPECT THE WORKS BY THE #OMPANY p 4HE #OMPANY HAS ARRANGED FOR ELECTRONIC MONEY TRANSFER FOR PAYMENTS TO #OMPANY}S TRADING PARTNERS TO FACILITATE THE PAYMENTS TO THEM p 4HE #OMPANY}S MANAGEMENT HAS A PLAN TO SET UP A COMPUTER SYSTEM IN PLACING PURCHASE ORDER FOR GOODS WITHIN TO HELP CORRECT PURCHASING ORDER SAVE TIME AND EXPENSES TO THE #OMPANY AND TO SELLERS #USTOMERS p 4HE #OMPANY PAYS ATTENTION TO AND BEARS RESPONSIBILITY TOWARDS CUSTOMERS BY MANUFACTURING PRODUCT OF HIGH QUALITY AND STANDARD AND PROVIDED RESPONSIBLE PERSONS TO ACCEPT CUSTOMERS} COMPLAINTS TO BE USED IN RECTIFICATIONS AND IMPROVEMENTS p 4HE #OMPANY}S MANAGEMENT CONSIDERED TO SET UP !FTER 3ALES 3ERVICES $EPARTMENT AND TO EMPLOY #2- SYSTEM TO TAKE CARE OF CUSTOMERS AFTER TRANSFER THE HOUSES 4HIS $EPARTMENT WOULD REPORT DIRECTLY TO CENTRAL ADMINISTRATION AND SUBMIT REPORT DIRECTLY TO THE MANAGEMENT p 4HE #OMPANY ARRANGES FOR INSPECTION OF EVERY HOUSE 1# BEFORE MAKING APPOINTMENT WITH CUSTOMER TO INSPECT AND FOR TRANSFER OF OWNERSHIP p 4HE #OMPANY CIRCULATES NEWS TO CUSTOMERS THROUGH #OMPANY}S WEBSITE AND )N #ITY -AGAZINE EVERY QUARTER #REDITORS p 4HE #OMPANY COMPLIES WITH CONDITIONS OF LOAN ACCORDING TO THE AGREEMENT p 4HE #OMPANY CIRCULATES NEWS AND INFORMATION OF THE #OMPANY TO DEBENTURE HOLDERS THROUGH #OMPANY}S WEBSITE AND )N #ITY -AGAZINE EVERY QUARTER #OMPETITORS p 4HE #OMPANY CONDUCTED WITHIN THE FRAME WORK OF GOOD COMPETITION AND AVOIDED DISHONEST METHOD TO DESTROY COMPETITORS 3HAREHOLDERS p 4HE #OMPANY CIRCULATES NEWS AND INFORMATION OF THE #OMPANY INCLUDING FINANCIAL ANALYSIS REPORTS TO SHAREHOLDERS THROUGH #OMPANY}S WEBSITE AND )N #ITY -AGAZINE EVERY QUARTER p #OMPANY}S EXECUTIVES REGULARLY MEET AND GIVE INFORMATION TO INVESTORS INCLUDING TAKING THEM TO VISIT OUR SITE TELEPHONE CONFERENCE AND 2OAD 3HOW TRIP OVERSEAS AT LEAST ONCE A YEAR 4HE COMMUNITIES p 4HE #OMPANY CONTINUOUSLY TAKES FULL RESPONSIBILITY ON THE COMMUNAL AND SOCIAL ENVIRONMENT SUCH AS IN !UGUST THE #OMPANY ORGANIZED A SOCIAL EVENT UNDER A PROJECT TITLED l!0 #OMBINED 0OWER TO #REATE 3OCIETY BY 0LANTING 4REES IN &OREST FOR THE 2OYAL &ATHER FOR -IND TO 'IVE TO "ORDER 0ATROL 0OLICE 3CHOOLm WHEN EXECUTIVES AND STAFF JOINTLY PLANTED SAPLINGS IN FOREST AT (UAY 3AI %DUCATION $EVELOPMENT #ENTRE AND DONATED TOILETS WITH NECESSARY ITEMS TO CHILDREN AT "AAN (UAY 3OKE "00 3CHOOL 0AAKENG 3UB $ISTRICT +AENGKRACHAN $ISTRICT 0RACHUABKIRIKHAN 0ROVINCE !LSO DURING THE YEAR THE #OMPANY MADE DONATIONS TO VARIOUS CHARITABLE ORGANIZATIONS BY BUYING PAINTING FROM +HUN 0OOM &OUNDATION THROUGH AUCTION SALES BUILT $HAMMA PRACTICE PAVILION AT 0ETCHABURI 0ROVINCE GAVE SCHOLARSHIP TO NEEDY CHILDREN VIA "ANGKOK 0OST &OUNDATION p 4HE #OMPANY ALSO ACCEPTS FOR ON THE JOB TRAINING STUDENTS FROM VARIOUS COLLEGES TO GIVE THEM OPPORTUNITIES TO GAIN EXPERIENCE FROM ACTUAL WORKS
" O O V B M 3 F Q P S U
)N ADDITION THE #OMPANY ALSO SET UP CHANNEL FOR TIP OFFS ON OFFENCES TO REACH THE "OARD OF $IRECTORS VIA THE #OMPANY}S WEBSITE !NY TIP OFF ON WRONGDOINGS COULD BE DIRECTLY REPORTED TO +HUN +OSOL AT S?KOSOL HOTMAIL COM WHO IS HOLDING A POSITION OF AN INDEPENDENT DIRECTOR AND A MEMBER OF THE !UDIT #OMMITTEE IN THE #OMPANY
%JTDMPTVSF BOE USBOTQBSFODZ
!PART FROM DISCLOSURE OF INFORMATION REQUIRED BY THE 3TOCK %XCHANGE OF 4HAILAND THE #OMPANY ALSO PLACED IMPORTANCE TO DISCLOSURE OF INFORMATION THAT IS CORRECT COMPLETE TRANSPARENT AND TIMELY TO INVESTORS AND RELATED PARTIES ON EQUAL BASIS !LL INFORMATION IS DISCLOSED BOTH IN 4HAI AND %NGLISH THROUGH THE #OMPANY}S WEBSITE )N ADDITION THE #OMPANY HAS ALSO SET UP THE )NVESTOR 2ELATIONS SECTION TO GIVE OUT VARIOUS INFORMATION RELATING TO THE #OMPANY AND TO GIVE OPPORTUNITIES TO INVESTORS TO FOLLOW UP ON #OMPANY}S INFORMATION OR TO MAKE CONTACTS BY PHONE AT AND % MAIL INVESTOR AP THAI COM AND WEBSITE UNDER THE NAME OF WWW AP THAI COM
3FTQPOTJCJMJUJFT PG UIF #PBSE PG %JSFDUPST
"OARD 3TRUCTURE
4HE #OMPANY}S "OARD OF $IRECTORS CONSISTS OF MEMBERS WITH DIVERSE QUALIFICATIONS BOTH IN SKILL EXPERIENCE SPECIFIC CAPABILITY THAT IS OF BENEFIT TO THE #OMPANY 4HE #OMPANY}S "OARD OF $IRECTORS CONSISTS OF DIRECTORS OF WHICH ARE #OMPANY}S EXECUTIVES -R !NUPHONG !SSAVABHOKHIN -R 0ICHET 6IPAVASUPHAKORN AND -R *AROONSAK "UNTOONGINDA FROM RELATED COMPANIES -R 0ONG 3ARASIN -R 0AYONT 3AKDEJYONT -R #HAIYARAT 4HAMPEERA AND -R 6ILAS 0ILAKASIRI 4HE REMAINING DIRECTORS OR MORE THAN OF OF THE ENTIRE "OARD ARE )NDEPENDENT $IRECTORS OUT OF THIS SERVED AS MEMBERS OF THE !UDIT #OMMITTEE ARE EMPOWERED TO CARRY OUT AUDIT ON THE #OMPANY}S OPERATIONS AND TO MAKE BALANCE OF POWER AGAINST OTHER $IRECTORS 4HEY HAVE THE POWER TO PRESENT OBJECTIONS OR TO VETO VARIOUS MATTERS INDEPENDENTLY AT THE MEETING THEREBY MAKING ALL DECISIONS AT THE MEETING EFFICIENT -OREOVER THE #OMPANY}S #HAIRMAN CAME FROM INDEPENDENT DIRECTORS AND HELD NO CHAIRMANSHIP IN ANY OF THE COMMITTEES 4HE #HIEF %XECUTIVE /FFICER AND THE -ANAGING $IRECTOR HELD PERCENT AND PERCENT SHARES IN THE #OMPANY RESPECTIVELY 4HEREFORE THE #HIEF %XECUTIVE /FFICER AND THE -ANAGING $IRECTOR ARE BOTH #OMPANY}S SHAREHOLDERS WHO ALSO ACT AS REPRESENTATIVES OF ALL SHAREHOLDERS IN RUNNING THE #OMPANY TO MAXIMUM BENEFITS TO SHAREHOLDERS (OWEVER THE #HAIRMAN THE #HIEF %XECUTIVE /FFICER AND THE -ANAGING $IRECTOR ARE NOT A SINGLE PERSON IN ORDER TO SEPARATE THE DUTY CLEARLY AND TO GIVE BALANCE IN MANAGEMENT !S FOR TENURE EACH $IRECTOR MAY REMAIN IN POSITION FOR A PERIOD EACH OF YEARS AND WHEN THE TENURE EXPIRED THE 3ELECTION AND 2EMUNERATION #OMMITTEE WOULD CONSIDER PERSONS WITH SUITABLE QUALIFICATIONS TO BE APPOINTED AS REPLACEMENT BASED ON KNOWLEDGE ABILITIES AND EXPERIENCES SUITABLE TO THE #OMPANY $IRECTORS WHOSE TENURE EXPIRED MAY BE SELECTED AND REAPPOINTED TO THE #OMPANY}S "OARD 4HE "OARD OF $IRECTOR HAS SET POLICY THAT ALLOWS A $IRECTOR A $IRECTOR WHO IS EXECUTIVE IN THE #OMPANY AND OR -ANAGING $IRECTOR AND OR #HIEF %XECUTIVE /FFICER TO BE APPOINTED AS DIRECTORS IN NO MORE THAN OTHER GROUPS OF COMPANIES SUBJECT TO BUSINESSES OF SUCH GROUPS PRESENTING NO CONFLICT OF
" O O V B M 3 F Q P S U
INTEREST AGAINST THE #OMPANY}S OWN BUSINESS DEFINITION OF l'ROUP OF #OMPANYm IS ANY GROUP OF COMPANIES THAT PERCENT AND MORE SHARES ARE HELD BY THE SAME GROUP OF SHAREHOLDERS BOTH DIRECTLY AND INDIRECTLY !S FOR $IRECTORS WHO ARE NOT EXECUTIVES IT IS LEFT TO THE INDIVIDUAL JUDGMENT IN ACCEPTING DIRECTORSHIP IN OTHER COMPANIES
#OMMITTEE
4HE #OMPANY}S "OARD HAD APPOINTED COMMITTEES TO GIVE ASSISTANCE TO THE "OARD OF $IRECTORS ON FOLLOWING MATTERS 4HE !UDIT #OMMITTEE 4HE #OMPANY APPOINTED THE !UDIT #OMMITTEE WITH THE DUTY OF PERUSING AND GIVING OPINIONS ON VARIOUS SPECIAL AGENDAS BEFORE SUBMITTING TO THE #OMPANY}S "OARD OF $IRECTORS WITH SCOPE AND AUTHORITIES AS SHOWN IN THE SECTION ON MANAGEMENT OF THE #OMPANY 4HE 3ELECTION AND 2EMUNERATION #OMMITTEE 4HE #OMPANY APPOINTED THE #OMMITTEE FOR 3ELECTION AND 3ETTING 2EMUNERATION TO THE "OARD OF $IRECTORS AND #OMPANY}S %XECUTIVES WITH THE DUTY OF SELECTING QUALIFIED PERSONS TO SERVE AS $IRECTORS ON THE #OMPANY}S "OARD WHEN A POSITION BECAME VACANT AND ALSO TO SET THE REMUNERATION TO $IRECTORS AND EXECUTIVES 4HE #ORPORATE 'OVERNANCE #OMMITTEE 4HE #OMPANY HAD ALSO APPOINTED THE WITH THE #ORPORATE 'OVERNANCE #OMMITTEE DUTY OF FOLLOWING UP ON COMPLIANCE WITH POLICY TO MONITOR BUSINESS AS WELL AS TO SET UP IMPLEMENTATION PLAN AND TO REGULARLY IMPROVE POLICY TO MAKE IT SUITABLE 4HE SAID #OMMITTEE REPORTED DIRECTLY TO THE "OARD OF $IRECTORS
2OLES DUTIES AND RESPONSIBILITIES OF THE "OARD OF $IRECTORS
4HE ROLE OF THE #OMPANY}S "OARD OF $IRECTORS IS TO SET UP VISION STRATEGY AND BUSINESS PLAN FOR THE #OMPANY AS WELL AS POLICY IN VARIOUS OPERATIONS TO RENDER CLARITY IN MANAGEMENT THAT WOULD LEAD TO MAXIMUM BENEFITS TO OVERALL SHAREHOLDERS 4HE "OARD ALSO ORGANIZES A SYSTEM TO MONITOR AND EVALUATE PERFORMANCE OF MANAGEMENT AND STAFF BY USING +0) AS PERFORMANCE MEASUREMENT 4O SEPARATE OF DUTY AND BALANCE OF POWER THE #OMPANY}S #HAIRMAN OF THE "OARD WHO IS SELECTED FROM INDEPENDENT DIRECTORS AND THE #HIEF %XECUTIVE /FFICER THEREFORE ARE NOT A SINGLE PERSON !PART FROM SETTING UP VARIOUS STRATEGIES AND CONSIDERING POLICY AND DIRECTION FOR BUSINESS THE "OARD OF $IRECTORS ALSO MAKE SURE THAT THERE IS ADEQUATE SYSTEMS FOR INTERNAL CONTROL AND FOR RISK MANAGEMENT BY MAKING SELECTION AND APPOINTMENT OF !LLIANCE /FFICE #O ,TD IN WHICH THE #OMPANY IS NEITHER HOLDING ANY SHARE NOR RELATED WHATSOEVER TO ACT AS THE )NTERNAL !UDITOR OF THE #OMPANY TO CARRY OUT AUDIT EVALUATE AND DETERMINE WHETHER OR NOT THE INTERNAL CONTROL SYSTEM EMPLOYED BY THE #OMPANY IS ADEQUATE AND SUITABLE AS WELL AS TO GIVE ADVICES ON CORRECTIONS TO FAULTS IN THE #OMPANY}S INTERNAL CONTROL SYSTEM TO ENABLE EFFECTIVE AND EFFICIENT OPERATIONS 4HE SAID COMPANY WOULD MAKE AUDIT AND EVALUATE THE INTERNAL CONTROL FOR THE EACH QUARTER AND PREPARE REPORT OF EVALUATION ON THE INTERNAL CONTROL SYSTEM AND ALL FAULTS TO BE SUBMITTED DIRECTLY TO THE !UDIT #OMMITTEE 4HE "OARD ALSO PLACES UTMOST IMPORTANCE ON POSSIBLE CONFLICT OF INTEREST BY REQUIRING TRANSACTIONS THAT MAY PRESENT CONFLICT OF INTEREST BE SCREENED BY THE #OMPANY}S !UDIT #OMMITTEE THAT WOULD DELIBERATE ON JUSTIFICATIONS FOR SUCH TRANSACTIONS BASED ON CRITERIA BY THE 3TOCK %XCHANGE OF 4HAILAND $ETAILS OF CONNECTED TRANSACTIONS APPEARED IN .OTES TO &INANCE 3TATEMENTS
" O O V B M 3 F Q P S U
-OREOVER THE #OMPANY ADHERED TO RUNNING BUSINESS WITH HONESTY FAIRNESS AND TRANSPARENCY 4HE "OARD OF $IRECTORS THEREFORE HAS ESTABLISHED A #ODE OF #ONDUCT FOR USE AS PRACTICAL GUIDELINE FOR THE "OARD THE %XECUTIVES -ANAGEMENT AND STAFF OF THE #OMPANY !T THE SAME TIME THE #OMPANY CARRIED OUT REGULAR FOLLOW UP ON COMPLIANCE WITH SUCH #ODE OF #ONDUCT 4HE "OARD ALSO ASSIGNED THE CORPORATE GOVERNANCE COMMITTEE TO REVIEW THE CORPORATE GOVERNANCE POLICY INCLUDING THE IMPLEMENTATION OF SUCH POLICY REGULARLY AND ALSO PROPOSED AMENDED POLICY TO THE "OARD}S -EETING AT LEAST ONCE A YEAR TO ENABLE THE "OARD TO GIVE APPROVAL TO THE NEW POLICY BEFORE APPLYING AND INFORMING THE STAFF
"OARD OF $IRECTORS -EETING
2EGULAR MONTHLY MEETING IS CALLED FOR THE "OARD OF $IRECTORS AND SPECIAL MEETING IS CALLED WHEN NECESSARY WITH CLEAR AGENDAS SET IN ADVANCE INCLUDING AN AGENDA TO FOLLOW UP THE OPERATION RESULTS ,ETTERS OF INVITATION TO THE MEETING ARE SENT OUT TOGETHER WITH THE MEETING AGENDA MINUTE OF THE PREVIOUS MEETING AND ALL RELEVANT DOCUMENTS TO $IRECTORS AT LEAST DAYS IN ADVANCE TO ALLOW TIME FOR DIRECTORS TO STUDY THE INFORMATION BEFORE ATTENDING THE MEETING )N EACH MEETING THE #HAIRMAN WOULD ALLOCATE SUFFICIENT TIME FOR DEBATE ON EACH AGENDA AND RELEVANT EXECUTIVES ARE IN ATTENDANCE TO GIVE CLARIFICATIONS OF INFORMATION TO THE #OMPANY}S "OARD IN THE EVENT THAT ADDITIONAL DETAILS ARE REQUIRED -INUTE IS KEPT IN WRITING FOR EVERY MEETING TO BE ACCEPTED AND ENDORSED BY THE "OARD IN ITS SUBSEQUENT MEETING )N ADDITION IF ANY )NDEPENDENT $IRECTOR DEEMS IT APPROPRIATE TO CALL FOR SPECIAL MEETING OF )NDEPENDENT $IRECTORS TO DELIBERATE ON IMPORTANT MATTERS THE )NDEPENDENT $IRECTORS MAY CALL FOR SUCH MEETING FOR WHICH THE -ANAGEMENT IS BOUND TO ORGANIZE IT SOONEST
3ELF ASSESSMENT BY "OARD OF $IRECTORS
4HE #OMPANY}S "OARD OF $IRECTORS ARRANGES FOR ASSESSMENT OF ITS OWN PERFORMANCE EVERY YEAR WITH THE FORM OF SELF ASSESSMENT BY THE #OMPANY}S "OARD 4HE SAID FORM IS PREPARED BY THE 3TOCK %XCHANGE OF 4HAILAND AND MODIFIED BY THE #OMPANY TO SUIT ASSESSMENT OF PERFORMANCE OF THE #OMPANY}S $IRECTORS 4HE SAID ASSESSMENT WOULD HELP EACH $IRECTOR AND THE "OARD TO REVIEW VARIOUS PROBLEMS AND OBSTACLES DURING THE PAST YEAR AND IS A TOOL IN TEST AND ANALYSIS TO SHOW WHETHER OR NOT THE PERFORMANCE OF THE "OARD OF $IRECTOR IS WITH EFFICIENCY AND COMPLETE UNDER THE DUTIES OF THE $IRECTORS 4HE #OMPANY ALSO ARRANGES FOR ASSESSMENT ON PERFORMANCE OF THE #HIEF %XECUTIVE /FFICER AND THE -ANAGING $IRECTOR BY LETTING THE #OMPANY}S "OARD OF $IRECTOR BUT WITHOUT THE #HIEF %XECUTIVE /FFICER AND THE -ANAGING $IRECTOR IN ATTENDANCE MAKE THE ASSESSMENT TO REFLECT AWARENESS TO THE #HIEF %XECUTIVE /FFICER THE -ANAGING $IRECTOR ON FAULTS AND WHAT THEY SHOULD IMPROVE IN PERFORMING THEIR FUNCTIONS 4HE RESULT OF SUCH ASSESSMENT WOULD ALSO BE USED BY THE 3ELECTION AND 2EMUNERATION #OMMITTEE IN ITS CONSIDERATION FOR REMUNERATION FOR THE YEAR
2EMUNERATION TO $IRECTORS
4HE #OMPANY}S "OARD OF $IRECTORS HAS APPOINTED THE 3ELECTION AND 2EMUNERATION #OMMITTEE TO CONSIDER REMUNERATION TO $IRECTORS AND %XECUTIVES IN THE #OMPANY BEFORE SUBMITTING FOR DECISION BY THE "OARD OF $IRECTORS 4HE 3ELECTION AND 2EMUNERATION #OMMITTEE WOULD MAKE COMPARISON OF REMUNERATION TO THE #OMPANY}S $IRECTORS AND %XECUTIVES AGAINST THOSE PAID BY OTHER COMPANIES IN THE SAME INDUSTRY 2EMUNERATION TO $IRECTORS WHO ARE EXECUTIVES AND TO %XECUTIVES IN THE #OMPANY IS IN
" O O V B M 3 F Q P S U
MONTHLY SALARY AND BONUS THAT DEPENDS ON RESULT OF OPERATIONS OF THE #OMPANY AND PERFORMANCE OF INDIVIDUAL %XECUTIVE 2EMUNERATION TO $IRECTORS WHO ARE NOT EXECUTIVES IS IN THE FORM OF MONTHLY REMUNERATION PLUS GRATUITY ONLY AND HAS TO BE APPROVED BY AND AT THE 3HAREHOLDERS} -EETING
$EVELOPMENT OF $IRECTORS AND %XECUTIVES
4O ENABLE THE "OARD OF $IRECTORS TO HAVE BETTER KNOWLEDGE ON THE BUSINESS THE #OMPANY HAS ARRANGED SITE VISITS OF THE #OMPANY ONCE A YEAR 4HE #OMPANY ALSO ENCOURAGES TRAINING FOR $IRECTORS AND %XECUTIVES FOR WHICH EVERY $IRECTOR UNDERWENT TRAINING UNDER CURRICULUM BY THE 4HAI )NSTITUTE OF $IRECTORS ON SUBJECTS SUCH AS $IRECTOR !CCREDITATION &INANCE FOR .ON &INANCE $IRECTOR AND !UDIT #OMMITTEE !S FOR TRAINING TO %XECUTIVES THE #OMPANY HAS REGULARLY ORGANIZED TRAINING FOR %XECUTIVES EVERY YEAR BY INVITING OUTSIDE LECTURERS TO GIVE KNOWLEDGE TO %XECUTIVES UNDER VARIOUS SUBJECT SUCH AS 0ERSONALITY FOR %XECUTIVE ETC
" O O V B M 3 F Q P S U
% J S F D U P S T ~ 3 F Q P S U P O ' J O B O D J B M 4 U B U F N F O U T
4HE "OARD OF $IRECTORS IS RESPONSIBLE FOR !SIAN 0ROPERTY $EVELOPMENT 0UBLIC #OMPANY ,IMITED AND ITS SUBSIDIARIES} FINANCIAL INFORMATION PRESENTED IN THIS ANNUAL REPORT 4HE AFOREMENTIONED FINANCIAL STATEMENTS ARE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES USING APPROPRIATE ACCOUNTING POLICY CONSISTENT BASIS AND CAREFUL JUDGEMENT )MPORTANT INFORMATION IS ADEQUATELY AND TRANSPARENTLY DISCLOSED IN THE NOTES TO THE FINANCIAL STATEMENTS 4HE "OARD OF $IRECTORS BOARD HAS PROVIDED FOR AND MAINTAIN A RISK MANAGEMENT SYSTEM AS WELL AS APPROPRIATE AND EFFICIENT INTERNAL CONTROLS TO ENSURE THAT ACCOUNTING RECORDS ARE ACCURATE RELIABLE AND ADEQUATE TO PROTECT ITS ASSETS AND UNCOVER ANY WEAKNESSES THAT MAY BE PRESENTED IN ORDER TO PREVENT FRAUD OR MATERIALLY IRREGULAR OPERATIONS )N THIS REGARD THE "OARD OF $IRECTORS HAS APPOINTED AN !UDIT #OMMITTEE WHICH IS NON EXECUTIVE BOARD TO BE RESPONSIBLE FOR REVIEWING THE ACCOUNTING POLICY FINANCIAL REPORTS INTERNAL CONTROLS INTERNAL AUDIT AND RISK MANAGEMENT SYSTEM !LL THEIR COMMENTS ON THESE ISSUES HAVE BEEN INCLUDED IN THE !UDIT #OMMITTEE 2EPORT WHICH IS PRESENTED IN THIS ANNUAL REPORT 4HE "OARD OF $IRECTORS BELIEVES THAT THE #OMPANY}S OVERALL INTERNAL CONTROL SYSTEM HAS PERFORMED TO A SATISFACTORY LEVEL TO LEND CREDIBILITY AND PROVIDE RELIABILITY TO !SIAN 0ROPERTY $EVELOPMENT 0UBLIC #OMPANY ,IMITED AND ITS SUBSIDIARIES} FINANCIAL STATEMENTS FOR THE YEAR ENDED $ECEMBER 4HE "OARD OF $IRECTORS ALSO BELIEVES ALL THESE FINANCIAL STATEMENTS HAVE BEEN PRESENTED FAIRLY FOR BOTH OPERATING RESULTS AND CASH FLOW IN ALL MATERIAL RESPECTS -R #HATCHAVAL "HANALAPH -R !NUPHONG !SSAVABHOKHIN -R 0AYONT 3AKDEJYONT #HAIRMAN OF THE "OARD OF $IRECTORS 6ICE #HAIRMAN AND 6ICE #HAIRMAN #HIEF %XECUTIVE /FFICER -R 0ICHET 6IPAVASUPHAKORN -R 0ONG 3ARASIN -R #HAIYARAT 4HAMPEERA $IRECTOR AND -ANAGING $IRECTOR $IRECTOR $IRECTOR
-R *AROONSAK "UNTOONGINDA -R 3HAW 3INGHASENI $R .ARIS #HAIYASOOT $IRECTOR $IRECTOR $IRECTOR AND #HAIRMAN OF THE !UDIT #OMMITTEE
-R 6ILAS 0ILAKASIRI -R +OSOL 3URIYAPORN -R .ONTACHIT 4ULAYANONDA -R 3IRIPONG 3OMBUTSIRI !UDIT $IRECTOR !UDIT $IRECTOR !UDIT $IRECTOR !UDIT $IRECTOR " O O V B M 3 F Q P S U
3 F Q P S U P G U I F " V E J U $ P N N J U U F F
$EAR 3HAREHOLDERS !SIAN 0ROPERTY $EVELOPMENT 0UBLIC #OMPANY ,IMITED &OR THE FINANCIAL YEAR ENDED $ECEMBER THE !UDIT #OMMITTEE WHICH CONSISTS OF FOUR INDEPENDENT DIRECTORS CONDUCTED MEETINGS TO REVIEW THE EFFECTIVENESS AND ADEQUACY OF THE COMPANY}S INTERNAL CONTROL SYSTEM INCLUDING THE MONITORING PROCESS 4HE !UDIT #OMMITTEE HAD MADE RECOMMENDATIONS AND PROPOSED MEASURES TO ENHANCE THE EFFICIENCY AND EFFECTIVENESS TO THE #OMPANY}S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS 4HE !UDIT #OMMITTEE HAD APPOINTED EXTERNAL AUDITORS TO REVIEW AND EVALUATE THE EFFECTIVENESS OF THE #OMPANY}S INTERNAL CONTROL SYSTEMS 2ECOMMENDATIONS PRESENTED BY THE EXTERNAL AUDITORS HAVE BEEN TAKEN INTO CONSIDERATION AND IMPLEMENTED TO ENSURE THAT INTERNAL CONTROL SYSTEMS ARE ADEQUATE AND FUNCTIONING EFFECTIVELY "ASED ON THE REVIEW THE !UDIT #OMMITTEE BELIEVES THAT THE COMPANY}S INTERNAL CONTROL SYSTEMS ARE TRANSPARENT ADEQUATE AND FUNCTIONING EFFECTIVELY 4HE !UDIT #OMMITTEE CONDUCTED A REVIEW WITH THE MANAGEMENT AND THE #OMPANY}S EXTERNAL AUDITORS ON THE #OMPANY}S QUARTERLY AND YEARLY FINANCIAL STATEMENTS FOR THE YEAR ENDED $ECEMBER "ASED ON THE REVIEW THE !UDIT #OMMITTEE BELIEVES THAT THE #OMPANY}S FINANCIAL REPORTS HAVE BEEN PRESENTED FAIRLY IN ALL MATERIAL RESPECTS AND HAVE PROVIDED ADEQUATE DISCLOSURE THAT CONFORMS WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES $R .ARIS #HAIYASOOT -R 3IRIPONG 3OMBUTSIRI #HAIRMAN OF THE !UDIT #OMMITTEE !UDIT $IRECTOR -R .ONTACHIT 4ULAYANONDA -R +OSOL 3URIYAPORN !UDIT $IRECTOR !UDIT $IRECTOR
" O O V B M 3 F Q P S U
"4*"/ 1301&35: %&7&-01.&/5 16#-*$ $0.1"/: -*.*5&% "/% *54 46#4*%*"3*&4
3&1035 "/% $0/40-*%"5&% '*/"/$*"- 45"5&.&/54
%&$&.#&3 "/%
" O O V B M 3 F Q P S U
3 F Q P S U P G * O E F Q F O E F O U " V E J U P S
4O 4HE "OARD OF $IRECTORS AND 3HAREHOLDERS OF !SIAN 0ROPERTY $EVELOPMENT 0UBLIC #OMPANY ,IMITED ) HAVE AUDITED THE ACCOMPANYING CONSOLIDATED BALANCE SHEET OF !SIAN 0ROPERTY $EVELOPMENT 0UBLIC #OMPANY ,IMITED AND ITS SUBSIDIARIES AS AT $ECEMBER THE RELATED CONSOLIDATED STATEMENTS OF INCOME CHANGES IN SHAREHOLDERS} EQUITY AND CASH FLOWS FOR THE YEAR THEN ENDED AND THE SEPARATE FINANCIAL STATEMENTS OF !SIAN 0ROPERTY $EVELOPMENT 0UBLIC #OMPANY ,IMITED FOR THE SAME PERIOD 4HESE FINANCIAL STATEMENTS ARE THE RESPONSIBILITY OF THE #OMPANY}S MANAGEMENT AS TO THEIR CORRECTNESS AND COMPLETENESS OF THE PRESENTATION -Y RESPONSIBILITY IS TO EXPRESS AN OPINION ON THESE FINANCIAL STATEMENTS BASED ON MY AUDIT 4HE FINANCIAL STATEMENTS OF !SIAN 0ROPERTY $EVELOPMENT 0UBLIC #OMPANY ,IMITED AS AT $ECEMBER AND FOR THE YEAR THEN ENDED WHICH ARE PRESENTED HEREIN FOR COMPARATIVE PURPOSES WERE AUDITED BY ANOTHER AUDITOR WHO UNDER HER REPORT DATED -ARCH EXPRESSED AN UNQUALIFIED OPINION ON THOSE FINANCIAL STATEMENTS ) CONDUCTED MY AUDIT IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS 4HOSE STANDARDS REQUIRE THAT ) PLAN AND PERFORM THE AUDIT TO OBTAIN REASONABLE ASSURANCE ABOUT WHETHER THE FINANCIAL STATEMENTS ARE FREE OF MATERIAL MISSTATEMENT !N AUDIT INCLUDES EXAMINING ON A TEST BASIS EVIDENCE SUPPORTING THE AMOUNTS AND DISCLOSURES IN THE FINANCIAL STATEMENTS !N AUDIT ALSO INCLUDES ASSESSING THE ACCOUNTING PRINCIPLES USED AND SIGNIFICANT ESTIMATES MADE BY MANAGEMENT AS WELL AS EVALUATING THE OVERALL FINANCIAL STATEMENT PRESENTATION ) BELIEVE THAT MY AUDIT PROVIDES A REASONABLE BASIS FOR MY OPINION )N MY OPINION THE FINANCIAL STATEMENTS REFERRED TO ABOVE PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL POSITION OF !SIAN 0ROPERTY $EVELOPMENT 0UBLIC #OMPANY ,IMITED AND ITS SUBSIDIARIES AND OF !SIAN 0ROPERTY $EVELOPMENT 0UBLIC #OMPANY ,IMITED AS AT $ECEMBER AND THE RESULTS OF THEIR OPERATIONS AND CASH FLOWS FOR THE YEAR THEN ENDED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES 4HIPAWAN .ANANUWAT #ERTIFIED 0UBLIC !CCOUNTANT 4HAILAND .O %RNST 9OUNG /FFICE ,IMITED "ANGKOK &EBRUARY
" O O V B M 3 F Q P S U
!3)!. 02/0%249 $%6%,/0-%.4 05",)# #/-0!.9 ,)-)4%$ !.$ )43 35"3)$)!2)%3 "!,!.#% 3(%%43 !3 !4 $%#%-"%2 !.$ !33%43
#522%.4 !33%43 #ASH AND CASH EQUIVALENTS 3HORT TERM INVESTMENTS 4RADE ACCOUNTS RECEIVABLE NET 5NBILLED RECEIVABLES )NVENTORIES NET )NTEREST RECEIVABLE RELATED PARTIES 3HORT TERM LOANS TO RELATED PARTIES /THER CURRENT ASSETS $EPOSITS FOR LAND /THERS 4OTAL OTHER CURRENT ASSETS 4/4!, #522%.4 !33%43 ./. #522%.4 !33%43 2ESTRICTED BANK DEPOSITS )NVESTMENTS IN SUBSIDIARIES AND ASSOCIATE ACCOUNTED FOR UNDER EQUITY METHOD /THER LONG TERM INVESTMENT ,AND AND COST OF PROJECT HELD FOR DEVELOPMENT NET 0ROPERTY PLANT AND EQUIPMENT NET /THER NON CURRENT ASSETS 'OODWILL NET 7ITHHOLDING TAX DEDUCTED AT SOURCE /THERS 4OTAL OTHER NON CURRENT ASSETS 4/4!, ./. #522%.4 !33%43 4/4!, !33%43
.OTE
#ONSOLIDATED
5NIT "AHT 4HE #OMPANY /NLY
4HE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
" O O V B M 3 F Q P S U
!3)!. 02/0%249 $%6%,/0-%.4 05",)# #/-0!.9 ,)-)4%$ !.$ )43 35"3)$)!2)%3 "!,!.#% 3(%%43 #ONTINUED !3 !4 $%#%-"%2 !.$
.OTE
#ONSOLIDATED
,)!"),)4)%3 !.$ 3(!2%(/,$%23} %15)49 #522%.4 ,)!"),)4)%3 "ANK OVERDRAFTS AND SHORT TERM LOANS FROM FINANCIAL INSTITUTIONS 4RADE ACCOUNTS PAYABLE 2ELATED PARTIES /THERS 4OTAL TRADE ACCOUNTS PAYABLE !CCRUED INTEREST EXPENSES RELATED PARTIES 3HORT TERM LOANS FROM RELATED PARTIES #URRENT PORTION OF LONG TERM LOANS #URRENT PORTION OF DEBENTURES 5NEARNED REVENUE /THER CURRENT LIABILITIES !CCRUED INTEREST EXPENSES !CCRUED EXPENSES #ORPORATE INCOME TAX PAYABLE /THERS 4OTAL OTHER CURRENT LIABILITIES 4/4!, #522%.4 ,)!"),)4)%3 ./. #522%.4 ,)!"),)4)%3 ,ONG TERM LOANS NET OF CURRENT PORTION $EBENTURES NET OF CURRENT PORTION 2ETENTION PAYABLE 2ELATED PARTY /THERS 4OTAL RETENTION PAYABLE 4/4!, ./. #522%.4 ,)!"),)4)%3 4/4!, ,)!"),)4)%3 4HE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
5NIT "AHT
4HE #OMPANY /NLY
" O O V B M 3 F Q P S U
!3)!. 02/0%249 $%6%,/0-%.4 05",)# #/-0!.9 ,)-)4%$ !.$ )43 35"3)$)!2)%3 "!,!.#% 3(%%43 #ONTINUED !3 !4 $%#%-"%2 !.$
5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY .OTE 3(!2%(/,$%23} %15)49 3HARE CAPITAL 2EGISTERED ORDINARY SHARES OF "AHT EACH )SSUED AND FULLY PAID UP ORDINARY SHARES OF "AHT EACH ORDINARY SHARES OF "AHT EACH 3HARE DISCOUNT 3HARE PREMIUM FROM INVESTMENT IN ASSOCIATE 3URPLUS ON CHANGE IN SHAREHOLDING IN SUBSIDIARY 5NREALISED GAIN LOSS FROM CHANGE IN VALUE OF INVESTMENT 2ETAINED EARNINGS !PPROPRIATED STATUTORY RESERVE 5NAPPROPRIATED %15)49 !442)"54!",% 4/ 4(% #/-0!.9}3 3(!2%(/,$%23 -)./2)49 ).4%2%343 %QUITY ATTRIBUTABLE TO MINORITY SHAREHOLDERS OF SUBSIDIARIES 4/4!, 3(!2%(/,$%23} %15)49 4/4!, ,)!"),)4)%3 !.$ 3(!2%(/,$%23} %15)49 4HE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
" O O V B M 3 F Q P S U
!3)!. 02/0%249 $%6%,/0-%.4 05",)# #/-0!.9 ,)-)4%$ !.$ )43 35"3)$)!2)%3 ).#/-% 34!4%-%.43 &/2 4(% 9%!23 %.$%$ $%#%-"%2 !.$
#ONSOLIDATED .OTE 2%6%.5%3 3ALES AND SERVICE INCOME 3HARE OF INCOME FROM INVESTMENTS IN SUBSIDIARIES AND ASSOCIATE ACCOUNTED FOR UNDER EQUITY METHOD /THER INCOME )NTEREST INCOME $IVIDEND INCOME 'AIN ON SALES OF INVESTMENTS /THERS 4OTAL OTHER INCOME 4/4!, 2%6%.5%3 %80%.3%3 #OSTS OF SALES AND SERVICES 3ELLING AND ADMINISTRATIVE EXPENSES 3HARE OF LOSS FROM INVESTMENTS IN ASSOCIATE ACCOUNTED FOR UNDER EQUITY METHOD 4/4!, %80%.3%3 ).#/-% "%&/2% ).4%2%34 %80%.3%3 !.$ #/20/2!4% ).#/-% 4!8 ).4%2%34 %80%.3%3 #/20/2!4% ).#/-% 4!8 ).#/-% "%&/2% -)./2)49 ).4%2%343 .%4 ).#/-% !442)"54!",% 4/ -)./2)49 ).4%2%343 .%4 ).#/-% &/2 4(% 9%!2 %!2.).'3 0%2 3(!2% "ASIC EARNINGS PER SHARE .ET INCOME $ILUTED EARNINGS PER SHARE .ET INCOME 4HE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
5NIT "AHT 4HE #OMPANY /NLY
" O O V B M 3 F Q P S U
" O O V B M 3 F Q P S U
!3)!. 02/0%249 $%6%,/0-%.4 05",)# #/-0!.9 ,)-)4%$ !.$ )43 35"3)$)!2)%3 34!4%-%.43 /& #(!.'%3 ). 3(!2%(/,$%23} %15)49 &/2 4(% 9%!23 %.$%$ $%#%-"%2 !.$
.OTE
4OTAL
5NIT "AHT
)SSUED AND 3HARE 3HARE PREMIUM ON CHANGE IN LOSS FROM !PPROPRIATED PAID UP PREMIUM FROM INVESTMENT SHAREHOLDING CHANGE IN VALUE STATUTORY -INORITY SHARE CAPITAL DISCOUNT IN ASSOCIATE IN SUBSIDIARY OF INVESMENT RESERVE 5NAPPROPRIATED INTERESTS
"ALANCE AS AT $ECEMBER !DDITIONAL ORDINARY SHARES AS A RESULT OF WARRANTS EXERCISED !PPROPRIATION OF STATUTORY RESERVE $IVIDEND PAID !DJUSTMENT OF FAIR VALUE OF INVESTMENT 3ALES OF INVESTMENT IN SUBSIDIARY .ET INCOME FOR THE YEAR "ALANCE AS AT $ECEMBER !DDITIONAL ORDINARY SHARES AS A RESULT OF WARRANTS EXERCISED !PPROPRIATION OF STATUTORY RESERVE $IVIDEND PAID !DJUSTMENT OF FAIR VALUE OF INVESTMENT 3URPLUS ON ADDITIONAL INVESTMENT IN SUBSIDIARY $ECREASE IN MINORITY INTERESTS FROM SALES OF INVESTMENT IN SUBSIDIARY .ET INCOME FOR THE YEAR "ALANCE AS AT $ECEMBER 4HE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
#ONSOLIDATED 3URPLUS 5NREALISED GAIN 2ETAINED EARNINGS
" O O V B M 3 F Q P S U
4OTAL
5NIT "AHT
3URPLUS 5NREALISED GAIN 2ETAINED EARNINGS )SSUED AND 3HARE 3HARE PREMIUM ON CHANGE IN LOSS FROM !PPROPRIATED PAID UP PREMIUM FROM INVESTMENT SHAREHOLDING CHANGE IN VALUE STATUTORY .OTE SHARE CAPITAL DISCOUNT IN ASSOCIATE IN SUBSIDIARY OF INVESMENT RESERVE 5NAPPROPRIATED
4HE #OMPANY /NLY
!3)!. 02/0%249 $%6%,/0-%.4 05",)# #/-0!.9 ,)-)4%$ !.$ )43 35"3)$)!2)%3 34!4%-%.43 /& #(!.'%3 ). 3(!2%(/,$%23} %15)49 #ONTINUED &/2 4(% 9%!23 %.$%$ $%#%-"%2 !.$
"ALANCE AS AT $ECEMBER !DDITIONAL ORDINARY SHARES AS A RESULT OF WARRANTS EXERCISED !PPROPRIATION OF STATUTORY RESERVE $IVIDEND PAID !DJUSTMENT OF FAIR VALUE OF INVESTMENT 3ALES OF INVESTMENT IN SUBSIDIARY .ET INCOME FOR THE YEAR "ALANCE AS AT $ECEMBER !DDITIONAL ORDINARY SHARES AS A RESULT OF WARRANTS EXERCISED !PPROPRIATION OF STATUTORY RESERVE $IVIDEND PAID !DJUSTMENT OF FAIR VALUE OF INVESTMENT 3URPLUS ON ADDITIONAL INVESTMENT IN SUBSIDIARY .ET INCOME FOR THE YEAR "ALANCE AS AT $ECEMBER 4HE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
!3)!. 02/0%249 $%6%,/0-%.4 05",)# #/-0!.9 ,)-)4%$ !.$ )43 35"3)$)!2)%3 #!3( &,/7 34!4%-%.43 &/2 4(% 9%!23 %.$%$ $%#%-"%2 !.$
5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY #ASH FLOWS FROM OPERATING ACTIVITIES .ET INCOME !DJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY PAID FROM OPERATING ACTIVITIES 3HARE OF INCOME LOSS FROM INVESTMENTS IN SUBSIDIARIES AND ASSOCIATE ACCOUNTED FOR UNDER EQUITY METHOD $EPRECIATION !LLOWANCE FOR IMPAIRMENT LOSS OF FIXED ASSETS !MORTISATION 'OODWILL AMORTISATION $OUBTFUL DEBTS "AD DEBTS WRITTEN OFF 2EVERSAL OF ALLOWANCE FOR DIMINUTION IN INVENTORY VALUE ,OSS ON DISPOSALS OF FIXED ASSETS 'AIN ON SALES OF INVESTMENTS .ET INCOME IN RESPECT OF MINORITY INTERESTS )NCOME FROM OPERATING ACTIVITIES BEFORE CHANGES IN OPERATING ASSETS AND LIABILITIES /PERATING ASSETS DECREASE INCREASE 4RADE ACCOUNTS RECEIVABLE 5NBILLED RECEIVABLE )NVENTORIES /THER CURRENT ASSETS /THER NON CURRENT ASSETS /PERATING LIABILITIES INCREASE DECREASE 4RADE ACCOUNTS PAYABLE 5NEARNED REVENUE /THER CURRENT LIABILITIES /THER NON CURRENT LIABILITIES .ET CASH FROM USED IN OPERATING ACTIVITIES 4HE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS " O O V B M 3 F Q P S U
!3)!. 02/0%249 $%6%,/0-%.4 05",)# #/-0!.9 ,)-)4%$ !.$ )43 35"3)$)!2)%3 #!3( &,/7 34!4%-%.43 #ONTINUED &/2 4(% 9%!23 %.$%$ $%#%-"%2 !.$
5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY #ASH FLOWS FROM INVESTING ACTIVITIES $ECREASE INCREASE IN RESTRICTED BANK DEPOSITS $ECREASE INCREASE IN SHORT TERM LOANS TO RELATED PARTIES #ASH PAID FOR ACQUISITION OF SHORT TERM INVESTMENTS 0ROCEEDS FROM SALES OF SHORT TERM INVESTMENTS #ASH PAID FOR INVESTMENTS IN SUBSIDIARIES #ASH RECEIVED FROM CAPITAL DECREASE OF SUBSIDIARY 0ROCEEDS FROM SALES OF INVESTMENTS IN SUBSIDIARIES 0ROCEEDS FROM SALES OF INVESTMENTS IN ASSOCIATED AND RELATED COMPANIES $IVIDEND RECEIVED 0ROCEEDS FROM SALES OF MARKETABLE EQUITY SECURITIES 0ROCEEDS FROM SALES OF LONG TERM INVESTMENT 0ROCEEDS FROM SALES OF FIXED ASSETS #ASH PAID FOR ACQUISITIONS OF FIXED .ET CASH FROM INVESTING ACTIVITIES #ASH FLOWS FROM FINANCING ACTIVITIES )NCREASE DECREASE IN BANK OVERDRAFTS AND SHORT TERM LOANS FROM FINANCIAL INSTITUTIONS #ASH RECEIVED FROM SHORT TERM LOANS FROM RELATED PARTIES #ASH PAID FOR SHORT TERM LOANS FROM RELATED PARTIES #ASH RECEIVED FROM LONG TERM LOANS #ASH PAID FOR LONG TERM LOANS $IVIDEND PAID #ASH RECEIVED FROM ISSUANCE OF ORDINARY SHARES CAPITAL .ET CASH FROM USED IN FINANCING ACTIVITIES .ET INCREASE DECREASE IN CASH AND CASH EQUIVALENTS #ASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR #ASH AND CASH EQUIVALENTS AT END OF YEAR 4HE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
" O O V B M 3 F Q P S U
!3)!. 02/0%249 $%6%,/0-%.4 05",)# #/-0!.9 ,)-)4%$ !.$ )43 35"3)$)!2)%3 #!3( &,/7 34!4%-%.43 #ONTINUED &/2 4(% 9%!23 %.$%$ $%#%-"%2 !.$
5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY 3UPPLEMENTAL CASH FLOWS INFORMATION #ASH PAID DURING THE YEAR FOR )NTEREST EXPENSES INCLUDING INTEREST EXPENSES CAPITALISED TO PROJECT COSTS #ORPORATE INCOME TAX .ON CASH RELATED TRANSACTIONS /RDINARY SHARES RECEIVED AS LOAN SETTLEMENT !DJUSTMENT OF DECREASE IN FAIR VALUE OF INVESTMENT 4RANSFERRED RIGHT IN OTHER INVESTMENT TO BE INVENTORIES 3ALES OF INVESTMENT IN SUBSIDIARY )N THE THIRD QUARTER OF THE #OMPANY AND ITS SUBSIDIARIES HAD SOLD ALL OF INVESTMENT IN #ITY !SSETS &UND OF WHICH THE BOOK VALUE OF ASSETS AND LIABILITIES AT THE SELLING DATE WAS AS FOLLOWS #ASH RECEIVED FROM SALES OF INVESTMENT IN #ITY !SSETS &UND ,ESS #ASH AND DEPOSITS AT BANKS OF #ITY !SSETS &UND %XPENSES FROM SALES OF INVESTMENT TO THIRD PARTY .ET CASH RECEIVED FROM SALES OF INVESTMENT IN #ITY !SSETS &UND ,ESS )NVENTORIES /THER CURRENT ASSETS /THER CURRENT LIABILITIES -INORITY INTERESTS 'AIN ON SALES OF INVESTMENT IN #ITY !SSETS &UND 4HE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
" O O V B M 3 F Q P S U
!3)!. 02/0%249 $%6%,/0-%.4 05",)# #/-0!.9 ,)-)4%$ !.$ )43 35"3)$)!2)%3 #!3( &,/7 34!4%-%.43 #ONTINUED &/2 4(% 9%!23 %.$%$ $%#%-"%2 !.$
5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY )N THE THIRD QUARTER OF THE #OMPANY HAD SOLD PART OF INVESTMENT IN 0RE "UILT 0UBLIC #OMPANY ,IMITED WHICH WAS CHANGED THE STATUS FROM SUBSIDIARY TO BE AFFILIATED COMPANY OF WHICH THE BOOK VALUE OF ASSETS AND LIABILITIES AT THE SELLING DATE WAS AS FOLLOWS #ASH RECEIVED FROM SALES OF INVESTMENT IN 0RE "UILT 0UBLIC #OMPANY ,IMITED ,ESS #ASH AND DEPOSITS AT BANKS OF 0RE "UILT 0UBLIC #OMPANY ,IMITED .ET CASH RECEIVED FROM SALES OF INVESTMENT IN 0RE "UILT 0UBLIC #OMPANY ,IMITED ,ESS 4RADE ACCOUNTS AND NOTES RECEIVABLE NET 5NRECEIVED REVENUE )NVENTORIES /THER CURRENT ASSETS ,ONG TERM INVESTMENTS 0ROPERTY PLANT AND EQUIPMENT NET /THER NON CURRENT ASSETS "ANK OVERDRAFTS AND SHORT TERM LOANS FROM FINANCIAL INSTITUTION 4RADE ACCOUNTS AND NOTES PAYABLE 5NEARNED REVENUE /THER CURRENT LIABILITIES ,ONG TERM LOANS FROM FINANCIAL INSTITUTION /THER NON CURRENT LIABILITIES -INORITY INTEREST 0REMIUM ON SHARE CAPITAL IN SUBSIDAIRIES IN PROPORTION OF SELLING .ET ASSETS !DD 2EMAINING INVESTMENT IN 0RE "UILT 0UBLIC #OMPANY ,IMITED 'AIN ON SALES OF INVESTMENT IN 0RE "UILT 0UBLIC #OMPANY ,IMITED 4HE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
" O O V B M 3 F Q P S U
/ P U F T U P $ P O T P M J E B U F E ' J O B O D J B M 4 U B U F N F O U T '03 5)& :&"34 &/%&% %&$&.#&3 "/% '%.%2!, ).&/2-!4)/. /& 4(% #/-0!.9 !SIAN 0ROPERTY $EVELOPMENT 0UBLIC #OMPANY ,IMITED IS A PUBLIC COMPANY INCORPORATED AND DOMICILED IN 4HAILAND 4HE #OMPANY OPERATES IN 4HAILAND AND IS PRINCIPALLY ENGAGED IN REAL ESTATE DEVELOPMENT )TS REGISTERED OFFICE IS LOCATED AT .O TH FLOOR /CEAN 4OWER ) "UILDING 2AJADAPISEK 2OAD +LONG4OEY "ANGKOK "!3)3 /& 02%0!2!4)/. 4HE FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS ENUNCIATED UNDER THE !CCOUNTING 0ROFESSION !CT " % 4HE PRESENTATION OF THE FINANCIAL STATEMENTS HAS BEEN MADE IN COMPLIANCE WITH THE STIPULATIONS OF THE .OTIFICATION OF THE $EPARTMENT OF "USINESS $EVELOPMENT DATED 3EPTEMBER ISSUED UNDER THE !CCOUNTING !CT " % 4HE FINANCIAL STATEMENTS HAVE BEEN PREPARED ON A HISTORICAL COST BASIS EXCEPT WHERE OTHERWISE DISCLOSED IN THE ACCOUNTING POLICIES "!3)3 /& #/.3/,)$!4)/. 4HE CONSOLIDATED FINANCIAL STATEMENTS INCLUDE THE FINANCIAL STATEMENTS OF !SIAN 0ROPERTY $EVELOPMENT 0UBLIC #OMPANY ,IMITED HEREINAFTER CALLED lTHE #OMPANYm AND THE FOLLOWING SUBSIDIARY COMPANIES 0ERCENTAGE OF REVENUES 0ERCENTAGE OF ASSETS OF SUBSIDIARIES INCLUDED OF SUBSIDIARIES INCLUDED IN CONSOLIDATED REVENUES 0ERCENTAGE OF IN CONSOLIDATED BALANCE FOR THE YEAR ENDED
3UBSIDIARIES
SHAREHOLDING
SHEETS
$ECEMBER
!SIAN 0ROPERTY #O ,TD AND SUBSIDIARIES !SIAN 0ROPERTY ,ADPHRAO #O ,TD !SIAN 0ROPERTY +RUNGTHEP #O ,TD 4HONGLOR 2ESIDENCE #O ,TD AND SUBSIDIARIES 4RILLION $EVELOPMENT #O ,TD !SIAN 0ROPERTY 4HONGLOR #O ,TD #ITY !SSETS &UND !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD "ANGKOK #ITI3MART #O ,TD -ATERIAL BALANCES AND TRANSACTIONS BETWEEN THE #OMPANY AND ITS SUBSIDIARY COMPANIES HAVE BEEN ELIMINATED FROM THE CONSOLIDATED FINANCIAL STATEMENTS )NVESTMENTS IN THE SUBSIDIARY COMPANIES AS RECORDED IN THE #OMPANY}S BOOKS OF ACCOUNT ARE ELIMINATED AGAINST THE EQUITY OF SUBSIDIARY COMPANIES " O O V B M 3 F Q P S U
"4*"/ 1301&35: %&7&-01.&/5 16#-*$ $0.1"/: -*.*5&% "/% *54 46#4*%*"3*&4 4HE PREMIUM OF INVESTMENT EXCEEDS THE FAIR VALUE OF NET ASSETS OF SUBSIDIARIES AND ASSOCIATE AT THE ACQUISITION DATE IS PRESENTED AS GOODWILL UNDER NON CURRENT ASSETS IN THE CONSOLIDATED BALANCE SHEET AND IS AMORTISED ON A STRAIGHT LINE BASIS OVER THE EXPECTED ECONOMIC BENEFIT PERIOD WITHIN YEARS $URING THE YEAR THE #OMPANY AND ITS SUBSIDIARIES SOLD INVESTMENT IN #ITY !SSETS &UND AS DESCRIBED IN .OTE 4HE #OMPANY RECEIVED THE SUBSIDIARIES} ORDINARY SHARES AS LOAN SETTLEMENT AND HAD ADDITIONALLY INVESTED IN SUBSIDIARIES AS FOLLOWS 0ERCENTAGE OF 0AID UP CAPITAL SHAREHOLDING "AHT "AHT 0ERCENT 0ERCENT 3UBSIDIARIES !SIAN 0ROPERTY +RUNGTHEP #O ,TD 4HONGLOR 2ESIDENCE #O ,TD !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD !S A RESULT OF THE CHANGE IN SHAREHOLDING OF THE #OMPANY IN !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD THE #OMPANY RECORDED THE CHANGE IN EQUITY INTEREST IN THE SUBSIDIARY AS l3URPLUS ON CHANGE IN SHAREHOLDING IN SUBSIDIARYm UNDER SHAREHOLDERS} EQUITY IN THE BALANCE SHEET /N *ULY THE %XTRAORDINARY 'ENERAL -EETING OF THE SHAREHOLDERS OF !SIAN 0ROPERTY 2ESIDENCE #O ,TD SUBSIDIARY COMPANY PASSED A SPECIAL RESOLUTION TO CHANGE ITS NAME TO l#ITI 3MART 3ERVICE #O ,TD m 4HE SUBSIDIARY REGISTERED THE CHANGE OF ITS NAME WITH THE -INISTRY OF #OMMERCE ON !UGUST #(!.'% ). !##/5.4).' 0/,)#9 )N /CTOBER THE &EDERATION OF !CCOUNTING 0ROFESSIONS ISSUED .OTIFICATION .O REGARDING !CCOUNTING 3TANDARD .O l#ONSOLIDATED &INANCIAL 3TATEMENTS AND !CCOUNTING FOR )NVESTMENTS IN 3UBSIDIARIESm !MENDMENT .O 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 %NTITIES WHICH ARE NOT READY TO ADOPT THE COST METHOD IN CAN CONTINUE TO USE THE EQUITY METHOD THROUGH THE END OF AND ADOPT THE COST METHOD AS FROM *ANUARY )N THIS REGARD THE #OMPANY HAS ELECTED TO ADOPT THE CHANGE IN !DOPTION OF THE CHANGE IN WILL NECESSITATE THE RESTATEMENT OF THE #OMPANY}S SEPARATE FINANCIAL STATEMENTS TO BE PRESENTED FOR COMPARATIVE PURPOSES ALONG WITH THE FINANCIAL STATEMENTS FOR 4HE RESTATEMENT WIL HAVE THE EFFECT OF INCREASING NET INCOME IN THE SEPARATE INCOME STATEMENT FOR BY APPROXIMATELY "AHT MILLION "AHT PER SHARE AND DECREASING NET WORTH IN THE BALANCE SHEET AS AT $ECEMBER BY APPROXIMATELY "AHT MILLION
" O O V B M 3 F Q P S U
3)'.)&)#!.4 !##/5.4).' 0/,)#)%3 2EVENUE RECOGNITION 2EVENUE FROM SALES OF PROPERTY 2EVENUE FROM SALES OF PROPERTY IS RECORDED ON THE PERCENTAGE OF COMPLETION WHICH IS BASED ON THE PROPORTION OF ACTUAL COSTS EXCLUDING COST OF LAND TO THE TOTAL ESTIMATED COSTS 4HE #OMPANY RECOGNISED REVENUES WHEN COLLECTION RECEIVED EXCEEDS PERCENT OF EACH CONTRACT VALUE AND THE PROGRESS OF COMPLETED CONSTRUCTION WORK IS MORE THAN PERCENT OF TOTAL CONSTRUCTION PROJECT 2EVENUE FROM SALES OF CONDOMINIUM IS RECORDED ON THE INSTALLMENT DUE 4HE #OMPANY RECOGNISES REVENUES WHEN SALES CONTRACTS HAVE BEEN EXECUTED NOT LESS THAN PERCENT OF THE AREA OPENED FOR SALES AND COLLECTION RECEIVED EXCEEDS PERCENT OF EACH CONTRACT VALUE AND THE PROGRESS OF COMPLETED CONSTRUCTION WORK IS MORE THAN PERCENT OF TOTAL CONSTRUCTION PROJECT 3ALES OF LAND 3ALES OF LAND ARE RECOGNISED WHEN THE SIGNIFICANT RISKS AND REWARDS OF OWNERSHIP OF LAND HAVE PASSED TO BUYER 3ALES ARE THE CONTRACT VALUE FOR LAND WHICH OWNERSHIP IS TRANSFERRED TO BUYER 2ENDERING OF SERVICES 3ERVICE REVENUE IS RECOGNISED WHEN SERVICES HAVE BEEN RENDERED TAKING INTO ACCOUNT THE STAGE OF COMPLETION )NTEREST INCOME )NTEREST INCOME IS RECOGNISED AS INTEREST ACCRUES BASED ON THE EFFECTIVE RATE METHOD $IVIDENDS $ IVIDENDS ARE RECOGNISED WHEN THE RIGHT TO RECEIVE THE DIVIDENDS IS ESTABLISHED #ASH AND CASH EQUIVALENTS #ASH AND CASH EQUIVALENTS CONSIST OF CASH IN HAND CASH AT BANKS AND ALL HIGHLY LIQUID INVESTMENTS WITH AN ORIGINAL MATURITY OF THREE MONTHS OR LESS AND NOT SUBJECT TO WITHDRAWAL RESTRICTIONS 4RADE ACCOUNTS RECEIVABLE 4RADE ACCOUNTS RECEIVABLE ARE STATED AT THE NET REALISABLE VALUE !LLOWANCE FOR DOUBTFUL ACCOUNTS IS PROVIDED FOR THE ESTIMATED LOSSES THAT MAY BE INCURRED IN COLLECTION OF RECEIVABLES 4HE ALLOWANCE IS GENERALLY BASED ON COLLECTION EXPERIENCES AND ANALYSIS OF DEBTOR AGING )NVENTORIES )NVENTORIES ARE VALUED AT THE LOWER OF COST AND NET REALISABLE VALUE #OST OF INVENTORIES IS CALCULATED AS DETAILED BELOW ,AND ,AND FOR SALES IS VALUED AT COST ON A WEIGHTED AVERAGE METHOD CALCULATED SEPARATELY FOR EACH PROJECT $ EFERRED INTEREST )NTEREST EXPENSES RELATING TO LAND FOR SALES ARE RECORDED AS DEFERRED INTEREST WITH CAPITALIZATION CEASING WHEN THE OWNERSHIP IS TRANSFERRED TO BUYER 3UCH DEFERRED INTEREST IS RECORDED AS A PART OF INVENTORIES AND IS RECOGNISED AS COST OF SALES IN ACCORDANCE WITH THE AVERAGE REVENUE RECOGNITION CALCULATED SEPARATELY FOR EACH PROJECT " O O V B M 3 F Q P S U
)NFRASTRUCTURE 4HE COST OF CONSTRUCTION FOR INFRASTRUCTURE LIKE ROAD ELECTRICITY SYSTEM WATER SUPPLY SYSTEM AND OTHERS ARE RECORDED AS A PART OF INVENTORIES AND RECOGNISED AS COST OF SALES IN ACCORDANCE WITH THE REVENUE RECOGNITION $EFERRED PROJECT DEVELOPMENT COSTS 0REPARATION COSTS AND PROJECT DEVELOPMENT COSTS BEFORE SALES ARE RECORDED AS A PART OF INVENTORIES AND RECOGNISED AS COST OF SALES IN ACCORDANCE WITH THE PORTION REVENUE RECOGNITION )NVESTMENTS A )NVESTMENTS IN SECURITIES HELD FOR TRADING ARE STATED AT FAIR VALUE 'AINS OR LOSSES ARISING FROM CHANGES IN THE CARRYING AMOUNTS OF SECURITIES ARE INCLUDED IN DETERMINING INCOME B )NVESTMENTS IN AVAILABLE FOR SALE SECURITIES ARE STATED AT FAIR VALUE #HANGES IN THE CARRYING AMOUNTS OF SECURITIES ARE RECORDED AS SEPARATE ITEMS IN SHAREHOLDERS} EQUITY UNTIL THE SECURITIES ARE SOLD THEN THE CHANGES ARE INCLUDED IN DETERMINING INCOME C )NVESTMENTS IN DEBT SECURITIES BOTH DUE WITHIN ONE YEAR AND EXPECTED TO BE HELD TO MATURITY ARE RECORDED AT AMORTISED COST 4HE PREMIUM DISCOUNT ON DEBT SECURITIES IS AMORTISED BY THE EFFECTIVE RATE METHOD WITH THE AMORTISED AMOUNT PRESENTED AS AN ADJUSTMENT TO THE INTEREST INCOME D )NVESTMENTS IN NON MARKETABLE EQUITY SECURITIES WHICH THE #OMPANY CLASSIFIES AS OTHER INVESTMENTS ARE STATED AT COST NET OF ALLOWANCE FOR LOSS ON DIMINUTION IN VALUE IF ANY E )NVESTMENTS IN SUBSIDIARIES AND ASSOCIATE ARE ACCOUNTED FOR UNDER THE EQUITY METHOD 4HE FAIR VALUE OF MARKETABLE SECURITIES IS BASED ON THE LATEST BID PRICE OF THE LAST WORKING DAY OF THE YEAR AS QUOTED ON THE 3TOCK %XCHANGE OF 4HAILAND 4HE FAIR VALUE OF DEBT INSTRUMENTS IS DETERMINED BASED ON THE REQUIRED RATE OF RETURN OR THE YIELD RATES QUOTED BY THE 4HAI "OND -ARKET !SSOCIATION 4HE FAIR VALUE OF UNIT TRUSTS IS DETERMINED FROM THEIR NET ASSET VALUE 4HE WEIGHTED AVERAGE METHOD IS USED FOR COMPUTATION OF THE COST OF INVESTMENTS )N THE EVENT THE #OMPANY RECLASSIFIES INVESTMENTS IN SECURITIES SUCH INVESTMENTS ARE ADJUSTED TO THEIR FAIR VALUE AS AT THE RECLASSIFICATION DATE $IFFERENCES BETWEEN THE CARRYING AMOUNT OF THE INVESTMENTS AND THEIR FAIR VALUE ON THAT DATE ARE INCLUDED IN DETERMINING INCOME OR RECORDED AS SURPLUS DEFICIT FROM CHANGE IN THE VALUE OF INVESTMENTS IN SHAREHOLDERS} EQUITY DEPENDING ON THE TYPE OF INVESTMENT WHICH IS RECLASSIFIED 0ROPERTY PLANT AND EQUIPMENT $EPRECIATION ,AND IS STATED AT COST "UILDINGS AND EQUIPMENT ARE STATED AT COST LESS ACCUMULATED DEPRECIATION AND ALLOWANCE FOR LOSS ON IMPAIRMENT OF ASSETS IF ANY $EPRECIATION OF PLANT AND EQUIPMENT IS CALCULATED BY REFERENCE TO THEIR COSTS ON THE STRAIGHT LINE BASIS OVER THE FOLLOWING ESTIMATED USEFUL LIVES
" O O V B M 3 F Q P S U
,AND AND IMPROVEMENT YEARS "UILDINGS AND CONSTRUCTIONS YEARS #LUB HOUSES SWIMMING POOL AND PLAY GROUND YEARS 3AMPLE HOUSES AND SALES OFFICE YEARS &URNITURE FIXTURES AND OFFICE EQUIPMENT YEARS -OTOR VEHICLES YEARS /THER FIXED ASSETS YEARS 3AND PIT LAND IS DEPRECIATED BASED ON THE QUANTITY OF SAND EXCAVATED 4HE #OMPANY}S ENGINEER HAS ESTIMATED THE USEFUL LIFE OF SUCH LAND CAPABLE OF GIVING SAND MILLION CUBIC METERS 3END PIT LAND IS LOCATED AT +RANCHANABURI 0ROVINCE WITH AN AREA OF RAIS $EPRECIATION IS INCLUDED IN DETERMINING INCOME .O DEPRECIATION IS PROVIDED ON LAND AND ASSETS UNDER INSTALLATION 2ELATED PARTY TRANSACTIONS 2ELATED PARTIES COMPRISE ENTERPRISES AND INDIVIDUALS THAT CONTROL OR ARE CONTROLLED BY THE #OMPANY WHETHER DIRECTLY OR INDIRECTLY OR WHICH ARE UNDER COMMON CONTROL WITH THE #OMPANY 4HEY ALSO INCLUDE ASSOCIATED COMPANIES AND INDIVIDUALS WHICH DIRECTLY OR INDIRECTLY OWN A VOTING INTEREST IN THE #OMPANY THAT GIVES THEM SIGNIFICANT INFLUENCE OVER THE #OMPANY KEY MANAGEMENT PERSONNEL DIRECTORS AND OFFICERS WITH AUTHORITY IN THE PLANNING AND DIRECTION OF THE #OMPANY}S OPERATIONS )MPAIRMENT OF ASSETS 4HE #OMPANY ASSESSES AT EACH REPORTING DATE WHETHER THERE IS AN INDICATION THAT AN ASSET MAY BE IMPAIRED )F ANY SUCH INDICATION EXISTS THE #OMPANY MAKES AN ESTIMATE OF THE ASSET}S RECOVERABLE AMOUNT 7HERE THE CARRYING AMOUNT OF THE ASSET EXCEEDS ITS RECOVERABLE AMOUNT THE ASSET IS CONSIDERED IMPAIRED AND IS WRITTEN DOWN TO ITS RECOVERABLE AMOUNT )MPAIRMENT LOSSES ARE RECOGNISED IN THE INCOME STATEMENT !N ASSET}S RECOVERABLE AMOUNT IS THE HIGHER OF FAIR VALUE LESS COSTS TO SELL AND VALUE IN USE %MPLOYEE BENEFITS 3ALARY WAGES BONUSES AND CONTRIBUTIONS TO THE SOCIAL SECURITY FUND AND PROVIDENT FUND ARE RECOGNISED AS EXPENSES WHEN INCURRED 0ROVISIONS 0ROVISIONS ARE RECOGNISED WHEN THE #OMPANY HAS A PRESENT OBLIGATION AS A RESULT OF 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 )NCOME TAX )NCOME TAX IS PROVIDED FOR IN THE ACCOUNTS BASED ON THE TAXABLE PROFITS DETERMINED IN ACCORDANCE WITH TAX LEGISLATION " O O V B M 3 F Q P S U
5SE OF ACCOUNTING ESTIMATES 0REPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES REQUIRES MANAGEMENT TO MAKE ESTIMATES AND ASSUMPTIONS IN CERTAIN CIRCUMSTANCES AFFECTING AMOUNTS REPORTED IN THESE FINANCIAL STATEMENTS AND RELATED NOTES !CTUAL RESULTS COULD DIFFER FROM THESE ESTIMATES 3(/24 4%2- ).6%34-%.43 5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY 'OVERNMENT BOND 5NITS TRUST IN MUTUAL FUND 4OTAL SHORT TERM INVESTMENTS 42!$% !##/5.43 2%#%)6!",% !S AT $ECEMBER AND THE OUTSTANDING BALANCES OF TRADE ACCOUNTS RECEIVABLE WERE OTHER PARTIES WHICH ARE AGED BASED ON DUE DATE AS FOLLOWS 5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY 0AST DUE PERIOD .OT YET DUE /VERDUE /VER MONTHS 4OTAL TRADE ACCOUNTS RECEIVABLE ,ESS !LLOWANCE FOR DOUBTFUL ACCOUNTS 4RADE ACCOUNTS RECEIVABLE NET 5."),,%$ 2%#%)6!",% !S AT $ECEMBER AND THE #OMPANY AND ITS SUBSIDIARIES HAD UNBILLED RECEIVABLE AS FOLLOWS 5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY 2ECOGNISED REVENUES ,ESS 0AYMENT RECEIVED 5NBILLED RECEIVABLE
" O O V B M 3 F Q P S U
$ETAILS OF THE #OMPANY}S AND SUBSIDIARIES} PROJECTS ON HAND ARE AS FOLLOWS 5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY .UMBER OF PROJECTS ON HAND AT BEGINNING OF PERIOD #OMPLETED PROJECTS .EW PROJECTS 0ROJECTS ON HAND AT END OF PERIOD 4OTAL CONTRACTED SALES -ILLION "AHT 0ERCENTAGE OF TOTAL SALES OF PROJECTS ON HAND ).6%.4/2)%3 5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY ,AND ,AND AND CONSTRUCTIONS ,AND IMPROVEMENT 7ORK IN PROGRESS )NFRASTRUCTURES $EFERRED INTEREST EXPENSES $EFERRED PROJECT DEVELOPMENT 4OTAL ,ESS !LLOWANCE FOR DIMINUTION IN INVENTORY VALUE )NVENTORIES NET 4HE #OMPANY AND ITS SUBSIDIARIES HAVE MORTGAGED THEIR LAND WITH TOTAL NET BOOK VALUE AS AT $ECEMBER OF "AHT MILLION 4HE #OMPANY /NLY "AHT MILLION WITH BANKS AS COLLATERAL FOR OVERDRAFTS AND LOANS FROM THOSE BANKS AS DESCRIBED IN .OTE AND 4HE #OMPANY AND ITS SUBSIDIARIES HAD CAPITALISED INTEREST EXPENSES AS PART OF INVENTORIES FOR THE YEAR ENDED $ECEMBER AND AS FOLLOWS 5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY " O O V B M 3 F Q P S U
,AND AND CONSTRUCTIONS OF "AHT MILLION AS AT $ECEMBER WERE ACQUIRED BY #ITY !SSETS &UND A SUBSIDIARY WHICH IS A 0ROPERTY &UND FROM THE AUCTION FOR BIDDING BY THE %XECUTION $EPARTMENT IN WHICH THE SUBSIDIARY HAD PURCHASED THE RIGHT TO CLAIM ON DEBT SETTLEMENT FROM A COMPANY AT "AHT MILLION 4HE SUBSIDIARY RECORDED LAND AND CONSTRUCTIONS AT FAIR VALUE WHICH IS THE BIDDING PRICE OF "AHT MILLION (OWEVER IN PREPARING THE CONSOLIDATED FINANCIAL STATEMENTS SUCH LAND AND CONSTRUCTIONS WERE PRESENTED AS PART OF INVENTORIES AT COST TO PURCHASE THE RIGHT TO CLAIM PLUS RELATED EXPENSES IN THE AMOUNT OF "AHT MILLION IN ORDER TO PRESENT INVENTORIES AT THE LOWER OF COST AND NET REALISABLE VALUE )N THE #OMPANY HAD SOLD ITS INVESTMENT IN THIS SUBSIDIARY TO A THIRD PARTY AS DESCRIBED IN .OTE 2%,!4%$ 0!249 42!.3!#4)/.3 $ URING THE YEARS THE #OMPANY HAD SIGNIFICANT BUSINESS TRANSACTIONS WITH ITS SUBSIDIARIES ASSOCIATES AND RELATED COMPANIES WHICH HAVE BEEN CONCLUDED ON COMMERCIAL TERMS AND BASES AGREED UPON IN THE ORDINARY COURSE OF BUSINESS BETWEEN THE #OMPANY AND THOSE COMPANIES "ELOW IS A SUMMARY OF THOSE TRANSACTIONS 5NIT 4HOUSAND "AHT &OR THE YEAR ENDED $ECEMBER #ONSOLIDATED 4HE #OMPANY /NLY 0RICING POLICY
4RANSACTIONS WITH SUBSIDIARIES ELIMINATED FROM THE CONSOLIDATED FINANCIAL STATEMENTS 3ALES AND SERVICE INCOME )NTEREST INCOME
!T THE CONTRACTUAL PRICE )NTEREST AT RATE OF AND
PERCENT PER ANNUM PERCENT PER ANNUM )NTEREST AT RATE OF AND PERCENT PER ANNUM AND
/THER EXPENSES 4RANSACTIONS WITH ASSOCIATES 0URCHASES OF CONSTRUCTION MATERIALS 7AGES FOR CONSTRUCTION /THER EXPENSES 4RANSACTIONS WITH RELATED COMPANIES 3ALES AND SERVICE INCOME 0URCHASES OF CONSTRUCTION MATERIALS #ONSULTANT FEES
PERCENT PER ANNUM !GREED PRICES
!T THE CONTRACTUAL PRICE !T THE CONTRACTUAL PRICE !GREED PRICES
!T THE CONTRACTUAL PRICE !T THE CONTRACTUAL PRICE !T THE CONTRACTUAL PRICE
)NTEREST EXPENSES
" O O V B M 3 F Q P S U
4HE OUTSTANDING BALANCES OF THE ABOVE TRANSACTIONS AS AT $ECEMBER AND HAVE BEEN PRESENTED AS SEPARATE ITEMS IN THE BALANCE SHEETS AS FOLLOWS 5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY )NTEREST RECEIVABLE RELATED PARTIES 3UBSIDIARIES !SIAN 0ROPERTY +RUNGTHEP #O ,TD !SIAN 0ROPERTY 4HONGLOR #O ,TD !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD 4HONGLOR 2ESIDENCE #O ,TD 3IGNATURE !DVISORY 0ARTNERS ,TD "ANGKOK #ITI3MART #O ,TD 4RILLION $EVELOPMENT #O ,TD 4OTAL INTEREST RECEIVABLE RELATED PARTIES 3HORT TERM LOANS TO RELATED PARTIES 3UBSIDIARIES !SIAN 0ROPERTY +RUNGTHEP #O ,TD !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD !SIAN 0ROPERTY 4HONGLOR #O ,TD 4HONGLOR 2ESIDENCE #O ,TD 3IGNATURE !DVISORY 0ARTNERS ,TD "ANGKOK #ITI3MART #O ,TD 4RILLION $EVELOPMENT #O ,TD 4OTAL SHORT TERM LOANS TO RELATED PARTIES
" O O V B M 3 F Q P S U
4RADE ACCOUNTS PAYABLE RELATED PARTIES !SSOCIATES 0RE "UILT 0UBLIC #O ,TD 0#- #ONSTRUCTION -ATERIAL #O ,TD 2ELATED COMPANY 1UALITY #ONSTRUCTION 0RODUCTS 0UBLIC #O ,TD 4OTAL TRADE ACCOUNTS PAYABLE RELATED PARTIES
#ONSOLIDATED
5NIT "AHT 4HE #OMPANY /NLY
)NTEREST PAYABLE RELATED PARTIES 3UBSIDIARIES !SIAN 0ROPERTY #O ,TD !SIAN 0ROPERTY ,ADPHRAO #O ,TD 4OTAL INTEREST PAYABLE RELATED PARTIES
3HORT TERM LOANS FROM RELATED PARTIES 3UBSIDIARIES !SIAN 0ROPERTY ,ADPHRAO #O ,TD !SIAN 0ROPERTY #O ,TD 4OTAL SHORT TERM LOANS FROM RELATED PARTIES
2ETENTION PAYABLE RELATED PARTY !SSOCIATE 0RE "UILT 0UBLIC #O ,TD 4OTAL RETENTION PAYABLE RELATED PARTY
" O O V B M 3 F Q P S U
$URING THE YEAR THE MOVEMENTS OF LOANS TO AND LOANS FROM RELATED PARTIES WERE AS FOLLOWS 3HORT TERM LOANS TO RELATED PARTIES
#OMPANY NAME
!SIAN 0ROPERTY +RUNGTHEP #O ,TD !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD !SIAN 0ROPERTY 4HONGLOR #O ,TD 4HONGLOR 2ESIDENCE #O ,TD 3IGNATURE !DVISORY 0ARTNERS ,TD "ANGKOK #ITI3MART #O ,TD 4RILLION $EVELOPMENT #O ,TD 4OTAL SHORT TERM LOANS TO RELATED PARTIES 3HORT TERM LOANS FROM RELATED PARTIES
#OMPANY NAME
5NIT "AHT "ALANCE AS AT $URING THE YEAR "ALANCE AS AT *ANUARY )NCREASE $ECREASE $ECEMBER
"ALANCE AS AT
*ANUARY
5NIT "AHT
$URING THE YEAR "ALANCE AS AT )NCREASE $ECREASE $ECEMBER
!SIAN 0ROPERTY ,ADPHRAO #O ,TD !SIAN 0ROPERTY #O ,TD 4RILLION $EVELOPMENT #O ,TD #ITY !SSETS FUND 4OTAL SHORT TERM LOANS FROM RELATED PARTIES 4HESE LOANS FROM AND LOANS TO RELATED PARTIES ARE IN THE FORM OF PROMISSORY NOTES WHICH ARE UNCOLLATERISED AND DUE AT CALL
" O O V B M 3 F Q P S U
$IRECTORS} AND MANAGEMENT}S REMUNERATION )N THE #OMPANY AND ITS SUBSIDIARIES PAID SALARIES MEETING ALLOWANCES AND GRATUITIES TO THEIR DIRECTORS AND MANAGEMENT TOTALING "AHT MILLION 4HE #OMPANY /NLY "AHT MILLION "AHT MILLION 4HE #OMPANY /NLY "AHT MILLION )N ADDITION DURING THE YEAR THE #OMPANY HAS ALLOCATED MILLION WARRANTS TO ITS EMPLOYEES INCLUDING DIRECTORS WITHOUT CHARGE 4HE DETAILS OF THE WARRANTS ARE PRESENTED IN .OTE TO THE FINANCIAL STATEMENTS 'UARANTEE OBLIGATIONS WITH RELATED PARTIES 4HE #OMPANY HAS OUTSTANDING GUARANTEE OBLIGATIONS WITH ITS RELATED PARTIES AS DESCRIBED IN .OTE A TO THE FINANCIAL STATEMENTS 2%342)#4%$ "!.+ $%0/3)43 4 HESE REPRESENT BANK DEPOSITS THAT THE #OMPANY AND ITS SUBSIDIARIES HAVE PLACED WITH BANKS TO SECURE LETTERS OF GUARANTEE ISSUED BY THE BANKS ON BEHALF OF THE #OMPANY AND ITS SUBSIDIARIES
" O O V B M 3 F Q P S U
" O O V B M 3 F Q P S U
#OMPANY NAME
"AHT
"AHT
"AHT
"AHT
)NVESTMENT VALUE UNDER EQUITY METHOD
"AHT
"AHT
$IVIDEND RECEIVED
"AHT
#OST OF INVESTMENT
0ERCENTAGE OF SHAREHOLDING
"AHT
.ATURE OF BUSINESS 0AID UP SHARE CAPITAL
3UBSIDIARIES !SIAN 0ROPERTY #OMPANY ,IMITED 2EAL ESTATE AND ITS SUBSIDIARIES DEVELOPMENT $EFERRED GOODWILL 4OTAL !SIAN 0ROPERTY ,ADPHRAO #OMPANY ,IMITED 2EAL ESTATE DEVELOPMENT $EFERRED GOODWILL 4OTAL !SIAN 0ROPERTY +RUNGTHEP #OMPANY ,IMITED 2EAL ESTATE DEVELOPMENT $EFERRED GOODWILL 4OTAL 4HONGLOR 2ESIDENCE #OMPANY ,IMITED 2EAL ESTATE AND ITS SUBSIDIARIES DEVELOPMENT 4RILLION $EVELOPMENT #OMPANY ,IMITED 2EAL ESTATE DEVELOPMENT !SIAN 0ROPERTY 4HONGLOR #OMPANY ,IMITED 2EAL ESTATE DEVELOPMENT #ITY !SSETS &UND 0ROPERTY FUND !SIAN 0ROPERTY 2ATCHAVIPA 2EAL ESTATE #OMPANY ,IMITED DEVELOPMENT "ANGKOK #ITI3MART #OMPANY ,IMITED 3ERVICE 4OTAL INVESTMENTS IN SUBSIDIARIES
).6%34-%.43 ). 35"3)$)!2)%3 !.$ !33/#)!4% !##/5.4%$ &/2 5.$%2 %15)49 -%4(/$
" O O V B M 3 F Q P S U
#OMPANY NAME
!SSOCIATE 0RE "UILT 0UBLIC #OMPANY ,IMITED AND ITS SUBSIDIARY "ECAME ASSOCIATE ON !UGUST 4OTAL INVESTMENT IN ASSOCIATE 4OTAL INVESTMENTS #ONSOLIDATED !SSOCIATE 4HE #OMPANY /NLY 3UBSIDIARIES AND !SSOCIATE
"AHT
"AHT
#ONSTRUCTION
.ATURE OF BUSINESS 0AID UP SHARE CAPITAL
0ERCENTAGE OF SHAREHOLDING
"AHT
"AHT
"AHT
)NVESTMENT VALUE UNDER EQUITY METHOD
"AHT
"AHT
$IVIDEND RECEIVED
"AHT
#OST OF INVESTMENT
)NVESTMENT IN THE ASSOCIATE 0RE "UILT 0UBLIC #OMPANY ,IMITED AND ITS SUBSIDIARY IS PRESENTED UNDER THE EQUITY METHOD CALCULATED BASED ON THE ASSOCIATE}S FINANCIAL STATEMENTS WHICH WERE AUDITED BY ITS AUDITOR $URING THE YEAR ENDED $ECEMBER THE #OMPANY RECOGNISED SHARE OF LOSS FROM INVESTMENT IN THIS ASSOCIATE ACCOUNTED FOR UNDER EQUITY METHOD OF APPROXIMATELY "AHT MILLION SHARE OF INCOME OF APPROXIMATELY "AHT MILLION !SIAN 0ROPERTY #O ,TD HAS INVESTMENTS IN ORDINARY SHARES OF TWO SUBSIDIARY COMPANIES AS FOLLOWS 0AID UP 0ERCENTAGE )NVESTMENT VALUE UNDER .ATURE OF OF SHARE OF #OST OF INVESTMENT #OMPANY NAME BUSINESS CAPITAL SHAREHOLDING "AHT "AHT "AHT
)NVESTMENTS IN SUBSIDIARIES #ITI 3MART 3ERVICE #O ,TD 3ERVICE !SIAN 0ROPERTY !SSETS (OLDING #O ,TD -ANAGEMENT 4OTAL
EQUITY METHOD
"AHT
"AHT
0RE "UILT 0UBLIC #OMPANY ,IMITED HAS INVESTMENT IN ORDINARY SHARES OF A SUBSIDIARY AS FOLLOW 0AID UP 0ERCENTAGE )NVESTMENT VALUE UNDER .ATURE OF OF SHARE OF #OST OF INVESTMENT #OMPANY NAME BUSINESS CAPITAL SHAREHOLDING "AHT "AHT "AHT
0#- #ONSTRUCTION -ATERIAL #O ,TD 4OTAL
-ANUFACTURING OF PRECAST FLOOR
EQUITY METHOD
"AHT
"AHT
4HE EQUITY OF THE INVESTMENT IN SUBSIDIARY OF THE ASSOCIATE FOR THE YEAR AND WAS CALCULATED BASED ON THE AUDITED FINANCIAL STATEMENTS OF THAT SUBSIDIARY 4HE %XTRAORDINARY 'ENERAL -EETING OF SHAREHOLDERS OF 0RE "UILT 0UBLIC #OMPANY ,IMITED HELD ON *ULY PASSED A RESOLUTION APPROVING A PAYMENT OF INTERIM DIVIDEND AT "AHT PER SHARE TOTALING "AHT MILLION WHICH WAS PAID ON !UGUST 4HE #OMPANY RECEIVED ATTRIBUTABLE DIVIDEND IN THE AMOUNT OF "AHT MILLION /N !UGUST THE #OMPANY AND !SIAN 0ROPERTY #O ,TD SOLD MILLION ORDINARY SHARES OF 0RE "UILT 0UBLIC #OMPANY ,IMITED OR OF ITS INVESTMENT IN THE AMOUNT OF "AHT MILLION AND INCURRED GAIN ON SALES OF INVESTMENT OF "AHT MILLION 4HE #OMPANY}S SHAREHOLDING IN 0RE "UILT 0UBLIC #OMPANY ,IMITED HAD THEREFORE REDUCED FROM TO HENCE THE STATUS OF 0RE "UILT 0UBLIC #OMPANY ,IMITED WAS CHANGED FROM SUBSIDIARY TO BE AFFILIATE OF THE #OMPANY 4HE CONSOLIDATED INCOME STATEMENT INCLUDED THE STATEMENT OF INCOME OF 0RE "UILT 0UBLIC #OMPANY ,IMITED AND ITS SUBSIDIARY UP TO THE DATE " O O V B M 3 F Q P S U
THAT INVESTMENT WAS SOLD /N .OVEMBER 0RE "UILT 0UBLIC #OMPANY ,IMITED OFFERED MILLION ORDINARY SHARES TO THE PUBLIC AND THE #OMPANY ALSO SOLD MILLION ORDINARY SHARES OF THE ASSOCIATE AT THE PRICE OF "AHT EACH WITH GAIN ON SALES OF INVESTMENT OF "AHT MILLION AND PREMIUM ON SELLING SHARES EXCEEDING THE PAR VALUE OF "AHT MILLION !S A RESULT OF THIS THE PERCENTAGE OF SHAREHOLDING IN 0RE "UILT 0UBLIC #OMPANY ,IMITED WAS CHANGED FROM TO 4HE #OMPANY RECORDED SUCH PREMIUM AS PREMIUM FROM INVESTMENT IN AFFILIATE IN THE SHAREHOLDERS} EQUITY /N !UGUST THE #OMPANY HAD ADDITIONALLY PURCHASED ORDINARY SHARES OF 4RILLION $EVELOPMENT #O ,TD FROM 0RE "UILT 0UBLIC #OMPANY ,IMITED AT "AHT PER SHARE AMOUNTING TO "AHT MILLION THE PERCENTAGE OF SHAREHOLDING INCREASED FROM TO 4HE FINANCIAL STATEMENTS OF 4RILLION $EVELOPMENT #O ,TD HAVE BEEN CONSOLIDATED TO THE #OMPANY}S FINANCIAL STATEMENTS SINCE THE BEGINNING OF THE PERIOD BECAUSE SUCH COMPANY WAS A SUBSIDIARY OF 0RE "UILT #O ,TD BEFORE THE #OMPANY INCREASED ITS SHAREHOLDING 4HE %XTRAORDINARY 'ENERAL -EETING OF SHAREHOLDERS OF !SIAN 0ROPERTY 4HONGLOR #O ,TD HELD ON -AY AND -AY PASSED THE SPECIAL RESOLUTION APPROVING AN INCREASE OF ITS REGISTERED CAPITAL OF "AHT ORDINARY SHARES OF "AHT EACH THUS TOTAL AUTHORISED SHARE CAPITAL IS "AHT ORDINARY SHARES OF "AHT EACH 4HE #OMPANY PURCHASED ALL ADDITIONAL SHARES ON -AY 4HE %XTRAORDINARY 'ENERAL -EETING OF SHAREHOLDERS OF 4HONGLOR 2ESIDENCE #O ,TD HELD ON *UNE AND *UNE PASSED THE SPECIAL RESOLUTION APPROVING AN INCREASE OF ITS REGISTERED CAPITAL OF "AHT ORDINARY SHARES OF "AHT EACH THUS TOTAL AUTHORISED SHARE CAPITAL IS "AHT ORDINARY SHARES OF "AHT EACH 4HE #OMPANY PURCHASED ALL ADDITIONAL SHARES ON *UNE /N -ARCH THE #OMPANY SOLD ORDINARY SHARES OF !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD TO !SIAN 0ROPERTY ,ADPHRAO #O ,TD AND !SIAN 0ROPERTY +RUNGTHEP #O ,TD AT BOOK VALUE OF "AHT EACH TOTALING "AHT 4HE %XTRAORDINARY 'ENERAL -EETING OF SHAREHOLDERS OF !SIAN 0ROPERTY ,ADPHRAO #O ,TD HELD ON !UGUST PASSED THE RESOLUTION APPROVING A PAYMENT OF INTERIM DIVIDEND AT "AHT PER SHARE FOR MILLION SHARES OR A TOTAL OF "AHT MILLION 4HE #OMPANY RECEIVED DIVIDEND OF "AHT MILLION ON !UGUST )N THE #OMPANY PURCHASED ORDINARY SHARES OF "ANGKOK #ITI3MART #O ,TD AT "AHT PER SHARE OR A TOTAL OF "AHT MILLION )N THE #OMPANY PURCHASED MILLION UNIT TRUSTS OF #ITY !SSETS &UND AT BOOK VALUE OF "AHT AND "AHT PER UNIT AT THE PURCHASING DATE OR IN TOTAL OF "AHT MILLION !S AT $ECEMBER THERE WERE MILLION UNIT TRUSTS OF "AHT EACH EQUAL TO "AHT MILLION
" O O V B M 3 F Q P S U
/N *ANUARY AND *ANUARY THE %XTRAORDINARY 'ENERAL -EETING OF THE SHAREHOLDERS OF !SIAN 0ROPERTY +RUNGTHEP #O ,TD PASSED A SPECIAL RESOLUTION TO INCREASE ITS REGISTERED CAPITAL BY "AHT ORDINARY SHARES OF "AHT EACH SUCH THAT TOTAL AUTHORISED SHARE CAPITAL IS "AHT ORDINARY SHARES OF "AHT EACH 4HE #OMPANY RECEIVED ALL OF THE ADDITIONAL SHARES AS LOANS SETTLEMENT ON &EBRUARY /N -ARCH AND !PRIL THE %XTRAORDINARY 'ENERAL -EETING OF SHAREHOLDERS OF !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD PASSED A SPECIAL RESOLUTION TO INCREASE ITS REGISTERED CAPITAL BY "AHT ORDINARY SHARES OF "AHT EACH SUCH THAT TOTAL AUTHORISED SHARE CAPITAL IS "AHT ORDINARY SHARES OF "AHT EACH 4HE #OMPANY RECEIVED ALL OF THE ADDITIONAL SHARES AS LOANS SETTLEMENT ON -AY !S A RESULT OF THE RECEIPT OF ADDITIONAL SHARES OF !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD THE #OMPANY}S SHAREHOLDING INCREASED FROM TO AND THE EQUITY INTEREST OF THE #OMPANY IN THIS SUBSIDIARY INCREASED BY "AHT MILLION 4HE #OMPANY RECORDED SUCH AMOUNT AS l3URPLUS ON CHANGE IN SHAREHOLDING IN SUBSIDIARYm UNDER SHAREHOLDERS} EQUITY IN THE BALANCE SHEET /N *ULY AND *ULY THE %XTRAORDINARY 'ENERAL -EETING OF THE SHAREHOLDERS OF 4HONGLOR 2ESIDENCE #O ,TD PASSED A SPECIAL RESOLUTION TO INCREASE ITS REGISTERED CAPITAL BY "AHT ORDINARY SHARES OF "AHT EACH SUCH THAT TOTAL AUTHORISED SHARE CAPITAL IS "AHT ORDINARY SHARES OF "AHT EACH 4HE SUBSIDIARY COMPANY RECEIVED THE FULL PAYMENT FOR SHARE CAPITAL INCREASE ON !UGUST /N !UGUST AND !UGUST THE %XTRAORDINARY 'ENERAL -EETING OF SHAREHOLDERS OF 4RILLION $EVELOPMENT #O ,TD PASSED A SPECIAL RESOLUTION TO DECREASE ITS REGISTERED CAPITAL BY "AHT ORDINARY SHARES OF "AHT EACH SUCH THAT TOTAL AUTHORISED SHARE CAPITAL IS "AHT ORDINARY SHARES OF "AHT EACH 4HE SUBSIDIARY REGISTERED THE SHARE CAPITAL DECREASE WITH THE -INISTRY OF #OMMERCE ON $ECEMBER AND PAID BACK TO THE SHAREHOLDERS /N 3EPTEMBER THE #OMPANY SOLD MILLION UNITS OF ITS INVESTMENT IN #ITY !SSETS &UND TO !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD A OWN SUBSIDIARY AT A PRICE OF "AHT PER UNIT FOR A TOTAL OF "AHT MILLION WITH GAIN ON DISPOSAL OF INVESTMENT OF APPROXIMATELY "AHT MILLION /N 3EPTEMBER THE #OMPANY AND ITS SUBSIDIARIES SOLD MILLION UNITS OF INVESTMENT IN #ITY !SSETS &UND TO A THIRD PARTY FOR A TOTAL OF "AHT MILLION WITH GAIN ON DISPOSAL OF INVESTMENT OF APPROXIMATELY "AHT MILLION /N /CTOBER THE %XTRAORDINARY 'ENERAL -EETING OF SHAREHOLDERS OF !SIAN 0ROPERTY ,ADPHRAO #O ,TD PASSED THE RESOLUTION TO APPROVE A PAYMENT OF INTERIM DIVIDEND AT "AHT EACH TOTALING "AHT MILLION WHICH WAS PAID ON .OVEMBER 4HE #OMPANY RECEIVED ATTRIBUTABLE DIVIDEND OF "AHT MILLION /N $ECEMBER THE MEETING OF THE "OARD OF $IRECTORS OF !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD PASSED THE RESOLUTION TO APPROVE A PAYMENT OF INTERIM DIVIDEND AT "AHT EACH TOTALING "AHT MILLION WHICH WAS PAID ON $ECEMBER 4HE #OMPANY RECEIVED ATTRIBUTABLE DIVIDEND OF "AHT MILLION " O O V B M 3 F Q P S U
/N $ECEMBER THE MEETING OF THE "OARD OF $IRECTORS OF !SIAN 0ROPERTY +RUNGTHEP #O ,TD PASSED THE RESOLUTION TO APPROVE A PAYMENT OF INTERIM DIVIDEND AT "AHT EACH TOTALING "AHT MILLION WHICH WAS PAID ON $ECEMBER 4HE #OMPANY RECEIVED ATTRIBUTABLE DIVIDEND OF "AHT MILLION /4(%2 ,/.' 4%2- ).6%34-%.4 5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY 2ELATED COMPANY 1UALITY #ONSTRUCTION 0RODUCTS 0LC #OST !DD 5NREALISED GAIN LOSS FROM CHANGE IN VALUE OF INVESTMENT 4OTAL $URING THE YEAR THE #OMPANY RECEIVED DIVIDEND OF "AHT MILLION FROM INVESTMENT IN 1UALITY #ONSTRUCTION 0RODUCTS 0LC AND NO DIVIDEND WAS RECEIVED DURING THE YEAR $URING THE YEAR THE #OMPANY SOLD INVESTMENT IN 1UALITY #ONSTRUCTION 0RODUCT 0LC AT THE AMOUNT OF "AHT MILLION RESULTED IN GAIN FROM SALES OF INVESTMENT OF "AHT MILLION 4HE #OMPANY RECORDED GAIN FROM SALES OF INVESTMENT AS REVENUE IN THE INCOME STATEMENT ,!.$ !.$ #/34 /& 02/*%#4 (%,$ &/2 $%6%,/0-%.4 5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY ,AND $EFERRED INTEREST EXPENSES $EFERRED EXPENSES 4OTAL ,ESS !LLOWANCE FOR IMPAIRMENT LOSS ,AND AND COST OF PROJECT HELD FOR DEVELOPMENT NET 4HE SUBSIDIARIES HAVE MORTGAGED LAND WITH TOTAL NET BOOK VALUE AS AT $ECEMBER OF "AHT MILLION WITH BANKS AS COLLATERAL FOR THEIR OVERDRAFTS AND LONG TERM LOANS AS DESCRIBED IN .OTE AND 02/0%249 0,!.4 !.$ %15)0-%.4 " O O V B M 3 F Q P S U
" O O V B M 3 F Q P S U
#ONSOLIDATED
#LUB HOUSES 3AMPLE SWIMMING POOL &URNITURES ,AND AND "UILDINGS AND HOUSES AND AND FIXTURES AND IMPROVEMENT CONSTRUCTIONS SALES OFFICE PLAY GROUND EQUIPMENT
#OST !S AT $ECEMBER !DDITIONS 4RANSFER IN OUT !S AT $ECEMBER !CCUMULATED DEPRECIATION !S AT $ECEMBER $EPRECIATION FOR THE YEAR !S AT $ECEMBER !LLOWANCE FOR IMPAIRMENT LOSS !S AT $ECEMBER )NCREASED DURING THE YEAR !S AT $ECEMBER .ET BOOK VALUE !S AT $ECEMBER !S AT $ECEMBER $EPRECIATION FOR THE YEAR INCLUDED IN THE SELLING AND ADMINISTRATIVE EXPENSES INCLUDED IN THE SELLING AND ADMINISTRATIVE EXPENSES
6EHICLES
/THER FIXED ASSETS
4OTAL
5NIT "AHT
!SSETS UNDER INSTALLATION
" O O V B M 3 F Q P S U
4HE #OMPANY /NLY
&URNITURES ,AND AND "UILDINGS AND FIXTURES AND /THER FIXED !SSETS UNDER IMPROVEMENT CONSTRUCTIONS EQUIPMENT -OTOR VEHICLES ASSETS INSTALLATION
4OTAL
5NIT "AHT
#OST !S AT $ECEMBER !DDITIONS !S AT $ECEMBER !CCUMULATED DEPRECIATION !S AT $ECEMBER $EPRECIATION FOR THE YEAR !S AT $ECEMBER !LLOWANCE FOR IMPAIRMENT LOSS !S AT $ECEMBER )NCREASED DURING THE YEAR !S AT $ECEMBER .ET BOOK VALUE !S AT $ECEMBER !S AT $ECEMBER $EPRECIATION FOR THE YEAR INCLUDED IN THE SELLING AND ADMINISTRATIVE EXPENSES INCLUDED IN THE SELLING AND ADMINISTRATIVE EXPENSES ! S AT $ECEMBER THERE WERE UNUSED LAND AND BUILDINGS HELD FOR SALES WITH THE NET BOOK VALUE OF "AHT MILLION "AHT MILLION (OWEVER THE #OMPANY HAD RECORDED ALLOWANCE FOR IMPAIRMENT LOSS OF "AHT MILLION "AHT MILLION
'//$7),, 5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY 'OODWILL ,ESS !CCUMULATED AMORTISATION 'OODWILL NET !MORTISATION EXPENSES INCLUDED IN THE INCOME STATEMENTS FOR THE YEAR "!.+ /6%2$2!&43 !.$ 3(/24 4%2- ,/!.3 &2/- &).!.#)!, ).34)454)/.3 "ANK OVERDRAFTS AND SHORT TERM LOANS FROM FINANCIAL INSTITUTIONS AS AT $ECEMBER AND COMPRISED THE FOLLOWING 5NIT "AHT )NTEREST RATE PERCENT PER #ONSOLIDATED 4HE #OMPANY /NLY ANNUM "ANK OVERDRAFTS -/2 3HORT TERM LOANS FROM FINANCIAL INSTITUTIONS ,ESS 0REPAID INTEREST EXPENSES 4OTAL " ANK OVERDRAFTS AND SHORT TERM LOANS FROM FINANCIAL INSTITUTIONS OF THE #OMPANY AND ITS SUBSIDIARIES ARE SECURED BY THE MORTGAGE OF CERTAIN PROJECT LAND OF THE #OMPANY AND ITS SUBSIDIARIES AND ARE GUARANTEED BY THE #OMPANY AND SOME SUBSIDIARIES ,/.' 4%2- ,/!.3 ,ONG TERM LOANS AS AT $ECEMBER AND CAN BE SUMMARISED AS FOLLOWS
" O O V B M 3 F Q P S U
" O O V B M 3 F Q P S U
3IGNIFICANT TERMS AND CONDITIONS OF LOAN AGREEMENT
/UTSTANDING LONG TERM LOAN AMOUNT )NTEREST RATE PER .ON CURRENT ANNUM #URRENT PORTION PORTION 4OTAL "AHT "AHT "AHT
#REDIT .O ,ENDER FACILITIES 2EPAYMENT TERM #OLLATERAL 4HOUSAND "AHT 4HE #OMPANY /NLY "ANK !T PERCENT OF 4HE MORTGAGE OF LAND AND SELLING PRICE UPON CONSTRUCTION THEREON REDEMPTION OF THE -,2 MORTGAGE TO -,2 /PEN FUND 4O BE MADE WITHIN .OT SUBJECT TO RESTRICTION YEAR 4OTAL LOANS OF THE #OMPANY 3UBSIDIARIES !SIAN 0ROPERTY ,ADPHRAO #O ,TD "ANK !T PERCENT OF SELLING 4HE MORTGAGE OF THE PROJECT -,2 PRICE UPON THE REDEMPTION LAND AND GUARANTEE -,2 OF THE MORTGAGE AND DUE PROVIDED BY !SIAN 0ROPERTY WITHIN YEARS COMMENCING $EVELOPMENT 0UBLIC #O ,TD FROM THE WITHDRAWAL OF LOAN AS PER THIS CONTRACT !SIAN 0ROPERTY +RUNGTHEP #O ,TD "ANK !T PERCENT OF SELLING 4HE MORTGAGE OF THE PROJECT -,2 PRICE UPON THE REDEMPTION LAND AND GUARANTEE TO -,2 OF THE MORTGAGE AND PROVIDED BY !SIAN 0ROPERTY DUE WITHIN YEARS $EVELOPMENT 0UBLIC #O ,TD
" O O V B M 3 F Q P S U
3IGNIFICANT TERMS AND CONDITIONS OF LOAN AGREEMENT
/UTSTANDING LONG TERM LOAN AMOUNT )NTEREST RATE PER .ON CURRENT ANNUM #URRENT PORTION PORTION 4OTAL "AHT "AHT "AHT
#REDIT .O ,ENDER FACILITIES 2EPAYMENT TERM #OLLATERAL 4HOUSAND "AHT !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD "ANK !T PERCENT OF SELLING 4HE MORTGAGE OF THE -,2 PRICE UPON THE REDEMPTION PROJECT LAND AND GUARANTEE OF THE MORTGAGE AND DUE PROVIDED BY !SIAN 0ROPERTY WITHIN $EVELOPMENT 0UBLIC #O ,TD 4OTAL LOANS OF THE SUBSIDIARIES 4OTAL LOANS OF THE #OMPANY AND ITS SUBSIDIARIES 4HE #OMPANY /NLY "ANK !T PERCENT OF 4HE MORTGAGE OF LAND SELLING PRICE UPON AND CONSTRUCTION -,2 REDEMPTION OF THE THEREON TO -,2 MORTGAGE /PEN FUND 4O BE MADE WITHIN .OT SUBJECT TO RESTRICTION TO YEAR » 4OTAL LOANS OF THE #OMPANY 3UBSIDIARIES !SIAN 0ROPERTY ,ADPHRAO #O ,TD "ANK !T PERCENT OF SELLING 4HE MORTGAGE OF THE PROJECT -,2 PRICE UPON THE REDEMPTION LAND AND GUARANTEE TO -,2 OF THE MORTGAGE AND DUE PROVIDED BY !SIAN 0ROPERTY WITHIN YEARS COMMENCING $EVELOPMENT 0UBLIC #O ,TD FROM THE WITHDRAWAL OF LOAN AS PER THIS CONTRACT
" O O V B M 3 F Q P S U
3IGNIFICANT TERMS AND CONDITIONS OF LOAN AGREEMENT
/UTSTANDING LONG TERM LOAN AMOUNT )NTEREST RATE PER .ON CURRENT ANNUM #URRENT PORTION PORTION 4OTAL "AHT "AHT "AHT
#REDIT .O ,ENDER FACILITIES 2EPAYMENT TERM #OLLATERAL 4HOUSAND "AHT !SIAN 0ROPERTY +RUNGTHEP #O ,TD "ANK !T PERCENT OF SELLING 4HE MORTGAGE OF THE PROJECT -,2 PRICE UPON THE REDEMPTION LAND AND GUARANTEE TO -,2 OF THE MORTGAGE AND PROVIDED BY !SIAN 0ROPERTY DUE WITHIN .OVEMBER $EVELOPMENT 0UBLIC #O ,TD AND $ECEMBER !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD "ANK !T PERCENT OF SELLING 4HE MORTGAGE OF THE PROJECT -,2 TO PRICE UPON THE REDEMPTION LAND AND GUARANTEE -,2 OF THE MORTGAGE AND DUE PROVIDED "Y !SIAN 0ROPERTY WITHIN $EVELOPMENT 0UBLIC #O ,TD !SIAN 0ROPERTY 4HONGLOR #O ,TD "ANK !T PERCENT OF SELLING 4HE MORTGAGE OF THE PROJECT -,2 PRICE UPON THE REDEMPTION LAND AND GUARANTEE TO -,2 OF THE MORTGAGE AND DUE PROVIDED BY !SIAN 0ROPERTY WITHIN YEARS COMMENCING $EVELOPMENT 0UBLIC #O ,TD THE WITHDRAWAL OF LOAN AS PER THIS CONTRACT 4RILLION $EVELOPMENT #O ,TD "ANK !T PERCENT OF SELLING 4HE MORTGAGE OF THE PROJECT &IX PRICE UPON THE REDEMPTION LAND AND GUARANTEE -,2 OF THE MORTGAGE AND DUE PROVIDED BY PROPORTION TO -,2 WITHIN YEARS OF SHAREHOLDERS 4OTAL LOANS OF THE SUBSIDIARIES 4OTAL LOANS OF THE #OMPANY AND ITS SUBSIDIARIES
$%"%.452%3 5NIT "AHT #ONSOLIDATED 4HE #OMPANY /NLY $EBENTURES ,ESS #URRENT PORTION $EBENTURES NET OF CURRENT PORTION /N *ULY THE #OMPANY ISSUED AND OFFERED DEBENTURES ACCORDING TO THE RESOLUTION OF THE "OARD OF DIRECTORS} MEETING HELD ON -ARCH AND ACCORDING TO THE RESOLUTION OF THE !NNUAL 'ENERAL -EETING OF THE SHAREHOLDERS HELD ON !PRIL BY ISSUING AND OFFERING UNSUBORDINATED DEBENTURES WITH PERIODIC PAYMENTS UNSECURED AND WITHOUT DEBENTUREHOLDERS} REPRESENTATIVE FOR MILLION UNITS AT THE OFFERING PRICE OF "AHT EACH AMOUNTING TO "AHT MILLION FOR THE MATURITY PERIOD OF YEARS MONTHS DAYS AT THE INTEREST RATE OF PER ANNUM 3UCH DEBENTURES WERE OFFERED TO THE INSTITUTIONAL INVESTORS 4HE INTEREST PAYMENT HAS BEEN PAID EVERY *ANUARY AND *ULY COMMENCING ON *ANUARY 4HE FIRST PRINCIPAL WILL BE REPAID ON *ANUARY AND THE LAST PRINCIPAL WILL BE REDEEMED ON *ULY 4HE #OMPANY HAS REGISTERED SUCH DEBENTURES WITH THE 4HAI "OND $EALING #ENTRE ON *ULY /N -AY THE #OMPANY ISSUED AND OFFERED DEBENTURES ACCORDING TO THE RESOLUTION OF THE !NNUAL 'ENERAL -EETING OF THE SHAREHOLDERS HELD ON !PRIL BY ISSUING AND OFFERING UNSUBORDINATED DEBENTURES UNSECURED AND WITH DEBENTUREHOLDER}S REPRESENTATIVE FOR MILLION UNITS AT THE OFFERING PRICE OF "AHT EACH AMOUNTING TO "AHT MILLION WITH THE YEAR TERM AT THE FIXED INTEREST RATE OF PER ANNUM 3UCH DEBENTURES WERE OFFERED TO THE PUBLIC AND INSTITUTIONAL INVESTORS 4HE INTEREST PAYMENT IS PAID QUARTERLY COMMENCING ON !UGUST AND THE DEBENTURES WILL BE REDEEMED ON -AY 4HE #OMPANY REGISTERED SUCH DEBENTURES WITH THE 4HAI "OND $EALING #ENTRE ON -AY /N $ECEMBER THE #OMPANY ISSUED AND OFFERED UNSECURED DEBENTURES NAMED UNSUBORDINATED AND WITH DEBENTUREHOLDER}S REPRESENTATIVE FOR UNIT AT THE OFFERING PRICE OF "AHT MILLION PER UNIT AMOUNTING TO "AHT MILLION FOR THE MATURITY PERIOD OF YEARS AND DAYS AT THE INTEREST RATE OF PER ANNUM 3UCH DEBENTURE WAS OFFERED TO PRIVATE PLACEMENT 4HE INTEREST PAYMENT IS PAID QUARTERLY COMMENCING ON *ANUARY AND THE DEBENTURES WILL BE REDEEMED ON *ANUARY /N !PRIL THE !NNUAL 'ENERAL -EETING OF THE #OMPANY}S SHAREHOLDERS APPROVED THE ADDITIONAL ISSUANCE AND OFFER OF DEBENTURES AMOUNTING TO NOT MORE THAN "AHT MILLION WITH THE DETAILS OF SUCH DEBENTURES IE TYPE SECURITY CURRENCY FACE VALUE TENOR OFFER PRICE INTEREST RATE EARLY REDEMPTION RIGHTS TO BE DETERMINED BY THE "OARD OF $IRECTORS AND OR ANY AUTHORISED PERSONS ASSIGNED BY THE "OARD OF $IRECTORS (OWEVER THE #OMPANY DID NOT ISSUE AND OFFER SUCH ADDITIONAL DEBENTURES DURING THE YEAR " O O V B M 3 F Q P S U
$)6)$%.$ 0!9-%.4 $URING THE YEAR ENDED $ECEMBER AND THE #OMPANY HAD DIVIDEND PAYMENT AS FOLLOWS $IVIDEND !PPROVED BY 4OTAL DIVIDENDS PER SHARE -ILLION "AHT "AHT 9EAR $IVIDEND ON INCOME !NNUAL 'ENERAL -EETING OF THE SHAREHOLDERS ON !PRIL 9EAR $IVIDEND ON INCOME !NNUAL 'ENERAL -EETING OF THE SHAREHOLDERS ON !PRIL 3(!2% #!0)4!, /N !PRIL THE !NNUAL 'ENERAL -EETING OF THE #OMPANY}S SHAREHOLDERS PASSED THE RESOLUTIONS AS FOLLOWS !PPROVED AN INCREASE OF THE #OMPANY}S REGISTERED CAPITAL FROM "AHT ORDINARY SHARES OF "AHT EACH TO "AHT ORDINARY SHARES OF "AHT EACH BY THE ALLOTMENT OF NEW ORDINARY SHARES AT PAR VALUE OF "AHT EACH AS FOLLOWS NEW ORDINARY SHARES WILL BE RESERVED FOR THE EXERCISE OF WARRANTS ISSUED TO THE EXISTING SHAREHOLDERS OF THE #OMPANY !0 7 WHICH MAY BE EFFECTED FROM ADJUSTMENT OF AN EXERCISE RIGHT ACCORDING TO THE TERMS AND CONDITIONS SPECIFIED IN THE PROSPECTUS NEW ORDINARY SHARES WILL BE OFFERED TO EMPLOYEES OF THE #OMPANY AND ITS SUBSIDIARIES WHICH THE #OMPANY HOLDS MORE THAN EQUITY INTEREST ACCORDING TO THE %MPLOYEE 3TOCK /PTION 0LAN %3/0 OF THE #OMPANY AND ITS SUBSIDIARIES NEW ORDINARY SHARES WILL BE RESERVED FOR THE EXERCISE OF %3/0 WARRANTS OFFERED TO EMPLOYEES OF THE #OMPANY AND ITS SUBSIDIARIES 4HE #OMPANY REGISTERED THE CHANGE OF ITS SHARE CAPITAL WITH THE -INISTRY OF #OMMERCE ON -AY !PPROVED AN ISSUANCE OF UNITS OF WARRANT OFFERED TO EMPLOYEES OF THE #OMPANY AND ITS SUBSIDIARIES WHICH THE #OMPANY HOLDS MORE THAN EQUITY INTEREST !CCORDING TO THE %MPLOYEE 3TOCK /PTION 0LAN OF THE #OMPANY AND ITS SUBSIDIARIES THE #OMPANY HAD ON $ECEMBER ISSUED AND SOLD NEW ORDINARY SHARES TO ITS EMPLOYEES AT THE OFFERING PRICE OF "AHT PER SHARE 4HE #OMPANY RECEIVED TOTAL SHARE SUBSCRIPTION OF "AHT MILLION ON $ECEMBER AND REGISTERED THE SHARE CAPITAL INCREASE WITH THE -INISTRY OF #OMMERCE ON $ECEMBER
" O O V B M 3 F Q P S U
7!22!.43 7ARRANTS OFFERED TO THE EXISTING SHAREHOLDERS !0 7 /N -ARCH THE #OMPANY OFFERED MILLION UNITS OF WARRANTS TO THE EXISTING SHAREHOLDERS WHO EXERCISED THE RIGHT TO SUBSCRIBE TO NEW ORDINARY SHARES AT FREE OF CHARGE IN A RATIO OF WARRANTS FOR EACH ORDINARY SHARE AS DETAILED BELOW %XERCISE RIGHTS /NE WARRANT CAN BE EXERCISED TO PURCHASE ONE ORDINARY SHARE AT AN EXERCISE PRICE OF "AHT EACH 4ERM YEARS FROM THE ISSUANCE DATE %XERCISE PERIOD %VERY MONTHS COMMENCING FROM *UNE AND MATURING ON -ARCH .UMBER OF UNITS 7ARRANTS ISSUED AS AT -ARCH ,ESS #UMULATIVE NUMBER OF EXERCISED WARRANTS BEGINNING OF YEAR .UMBER OF WARRANTS EXERCISED DURING THE YEAR #UMULATIVE NUMBER OF EXERCISED WARRANTS END OF YEAR "ALANCE OF WARRANTS AT THE END OF THE YEAR !CCORDING TO THE CRITERIA AND CONDITIONS INDICATED IN THE PROSPECTUS FOR THE !0 7 WARRANTS AND NEW ORDINARY SHARES TO BE RESERVED FOR THE !0 7 WARRANTS TO THE EXISTING SHAREHOLDERS EFFECTIVE FROM -ARCH THE EXERCISE PRICE BEFORE ADJUSTMENT IS "AHT PER SHARE AND THE EXERCISE RATIO IS WARRANT TO ORDINARY SHARE 4HE #OMPANY HAD ADJUSTED THESE DETAILS TO BE AN EXERCISE PRICE OF "AHT PER SHARE AND AN EXERCISE RATIO OF WARRANT TO ORDINARY SHARES /N $ECEMBER THE #OMPANY HAD ADJUSTED OF EXISTING EXCERCISE PRICE AND EXEREISE RATIO TO BE AN EXERCISE PRICE OF "AHT PER SHARE AND EXERCISE RATIO OF WARRANT TO ORDINARY SHARES 7ARRANTS OFFERED TO EMPLOYEES %3/0 7 /N &EBRUARY THE #OMPANY ISSUED AND OFFERED MILLION UNITS OF WARRANTS TO PURCHASE ORDINARY SHARES TO THE EMPLOYEES OF THE #OMPANY AND ITS SUBSIDIARIES AS DETAILED BELOW %XERCISE RATIO /NE WARRANT CAN BE EXERCISED TO PURCHASE ONE ORDINARY SHARE AT AN EXERCISE PRICE OF "AHT EACH 4ERM YEARS FROM THE ISSUANCE DATE " O O V B M 3 F Q P S U
%XERCISE DATE /N THE TH OF &EBRUARY -AY !UGUST AND .OVEMBER THE FIRST EXERCISE DATE IS ON &EBRUARY AND THE LAST DATE IS ON &EBRUARY 0ERCENTAGE OF EXERCISE 4HE ST YEAR NOT MORE THAN OF ALLOTTED WARRANTS 4HE ND YEAR NOT MORE THAN OF ALLOTTED WARRANTS 4HE RD YEAR NOT MORE THAN OF ALLOTTED WARRANTS .UMBER OF UNITS 7ARRANTS ISSUED AS AT &EBRUARY ,ESS .UMBER OF WARRANTS EXERCISED DURING THE YEAR "ALANCE OF WARRANTS AT THE END OF THE YEAR 4HE #OMPANY REGISTERED THE CHANGES OF ITS ISSUED AND PAID UP SHARE CAPITAL AS RESULT OF THE EXERCISE OF WARRANTS WITH THE -INISTRY OF #OMMERCE ON *ANUARY )N ORDER TO COMPLY WITH THE RIGHT ADJUSTMENT SPECIFIED IN THE PROSPECTUS FOR %3/0 7 WARRANTS AND NEW ORDINARY SHARES TO BE RESERVED FOR %3/0 7 WARRANTS EFFECTIVE ON $ECEMBER THE #OMPANY HAD ADJUSTED THE EXISTING EXERCISE PRICE OF "AHT PER SHARE AND EXERCISE RATIO OF WARRANT TO ORDINARY SHARE TO BE AN EXERCISE PRICE OF "AHT PER SHARE AND AN EXERCISE RATIO OF WARRANT TO ORDINARY SHARES 34!454/29 2%3%26% 0URSUANT TO 3ECTION OF THE 0UBLIC ,IMITED #OMPANIES !CT " % THE #OMPANY IS REQUIRED TO SET ASIDE TO A STATUTORY RESERVE AT LEAST PERCENT OF ITS NET INCOME AFTER DEDUCTING ACCUMULATED DEFICIT BROUGHT FORWARD IF ANY UNTIL THE RESERVE REACHES PERCENT OF THE REGISTERED CAPITAL 4HE STATUTORY RESERVE IS NOT AVAILABLE FOR DIVIDEND DISTRIBUTION #/20/2!4% ).#/-% 4!8 4HE #OMPANY AND ITS SUBSIDIARIES CALCULATED CORPORATE INCOME TAX FOR THE YEARS ENDED $ECEMBER AND ON NET INCOME AFTER ADJUSTING SHARE OF INCOME LOSS FROM INVESTMENTS ACCOUNTED FOR UNDER EQUITY METHOD AND ADDING BACK CERTAIN EXPENSES WHICH ARE DISALLOWED FOR TAX COMPUTATION PURPOSES %!2.).'3 0%2 3(!2% "ASIC EARNINGS PER SHARE IS CALCULATED BY DIVIDING NET INCOME FOR THE YEAR BY THE WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES IN ISSUE DURING THE YEAR $ILUTED EARNINGS PER SHARE IS CALCULATED BY DIVIDING NET INCOME FOR THE YEAR BY THE WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES IN ISSUE DURING THE YEAR PLUS THE WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES WHICH WOULD NEED TO BE ISSUED TO CONVERT ALL DILUTIVE POTENTIAL ORDINARY SHARES INTO ORDINARY SHARES 4HE CALCULATION ASSUMES THAT THE CONVERSION TOOK PLACE ON THE DATE THE POTENTIAL ORDINARY SHARES WERE ISSUED
" O O V B M 3 F Q P S U
2ECONCILIATION BETWEEN BASIC EARNINGS PER SHARE AND DILUTED EARNINGS PER SHARE IS PRESENTED BELOW
.ET INCOME
&OR THE YEARS ENDED $ECEMBER AND
7EIGHTED AVERAGE NUMBER OF ORDINARY SHARES
4HOUSAND 4HOUSAND 4HOUSAND 4HOUSAND "AHT "AHT SHARES SHARES
%ARNINGS PER SHARE
"AHT
"AHT
"ASIC EARNINGS PER SHARE .ET INCOME %FFECT OF DILUTIVE POTENTIAL ORDINARY SHARES 7ARRANTS !0 7 %3/0 7 $ILUTED EARNINGS PER SHARE .ET INCOME OF ORDINARY SHAREHOLDERS ASSUMING THE CONVERSION OF WARRANTS TO ORDINARY SHARES .5-"%2 /& %-0,/9%%3 !.$ 2%,!4%$ #/343 #ONSOLIDATED 4HE #OMPANY /NLY .UMBER OF EMPLOYEES AT END OF YEAR PERSONS %MPLOYEE COSTS FOR THE YEAR 4HOUSAND "AHT &).!.#)!, ).&/2-!4)/. "9 3%'-%.4 4HE #OMPANY AND ITS SUBSIDIARIES OPERATE EXCLUSIVELY IN 4HAILAND WITH THE PRINCIPAL ACTIVITIES BEING REAL ESTATE DEVELOPMENT INCLUDING SALES AND INSTALLATION SERVICES AND THE CONSTRUCTION BUSINESS 2EVENUES AND OPERATING INFORMATION BY BUSINESS SEGMENT FOR THE YEARS ENDED $ECEMBER AND WERE AS FOLLOWS
" O O V B M 3 F Q P S U
5NIT -ILLION "AHT &OR THE YEARS ENDED $ECEMBER AND 2EAL ESTATE 3ALES AND INSTALLATION DEVELOPMENT SERVICES #ONSTRUCTION
%LIMINATED ENTRIES
4OTAL
2EVENUE FROM EXTERNAL CUSTOMERS )NTER SEGMENT REVENUES 4OTAL REVENUES 3EGMENT OPERATING INCOME 5NALLOCATED INCOME EXPENSES /THER INCOME 3ELLING AND ADMINISTRATIVE EXPENSES 3HARE OF INCOME LOSS FROM INVESTMENT IN ASSOCIATE )NTEREST EXPENSES #ORPORATE INCOME TAX -INORITY INTERESTS .ET INCOME
2EAL ESTATE 3ALES AND INSTALLATION DEVELOPMENT SERVICES #ONSTRUCTION
5NIT -ILLION "AHT %LIMINATED ENTRIES
4OTAL
0ROPERTY PLANT AND EQUIPMENT 5NALLOCATED ASSETS 4OTAL ASSETS
4RANSFER PRICES BETWEEN BUSINESS SEGMENTS ARE AS SET OUT IN .OTE TO THE FINANCIAL STATEMENTS 02/6)$%.4 &5.$ 4HE #OMPANY AND ITS EMPLOYEES HAVE JOINTLY ESTABLISHED A PROVIDENT FUND IN ACCORDANCE WITH THE 0ROVIDENT &UND !CT " % "OTH EMPLOYEES AND THE #OMPANY CONTRIBUTED TO THE FUND MONTHLY AT THE RATE OF PERCENT OF BASIC SALARY 4HE FUND WHICH IS MANAGED BY +ASIKORN !SSET -ANAGEMENT #OMPANY ,IMITED WILL BE PAID TO EMPLOYEES UPON TERMINATION IN ACCORDANCE WITH THE FUND RULES $URING THE YEAR THE #OMPANY CONTRIBUTED "AHT MILLION "AHT MILLION TO THE FUND
" O O V B M 3 F Q P S U
#/--)4-%.43 !.$ #/.4).'%.4 ,)!"),)4)%3 !S AT $ECEMBER THE #OMPANY AND ITS SUBSIDIARIES HAD THE SIGNIFICANT OUTSTANDING COMMITMENTS AND CONTINGENT LIABILITIES AS FOLLOWS #APITAL COMMITMENTS A 4HE #OMPANY AND ITS SUBSIDIARIES HAD ENTERED INTO AGREEMENTS WITH THIRD PARTIES FOR PURCHASE OF LAND WITH THE AMOUNT PAYABLE IN THE FUTURE OF APPROXIMATELY "AHT MILLION THE #OMPANY /NLY "AHT MILLION B 4HE #OMPANY HAD OUTSTANDING COMMITMENTS IN RESPECT OF THE PURCHASE OF COMPUTER EQUIPMENT INCLUDING RELATED SERVICES PAYABLE IN THE FUTURE OF APPROXIMATELY "AHT MILLION 'UARANTEES A #ONTINGENT LIABILITIES IN RESPECT OF GUARANTEES PROVIDED BETWEEN THE #OMPANY AND ITS SUBSIDIARIES IN RESPECT OF LOANS AND CREDIT FACILITIES FROM BANKS WERE AS FOLLOWS 5NIT -ILLION "AHT 'UARANTORS !SIAN 0ROPERTY $EVELOPMENT 'UARANTEES 0UBLIC #O ,TD !SIAN 0ROPERTY #O ,TD !SIAN 0ROPERTY $EVELOPMENT 0UBLIC #O ,TD !SIAN 0ROPERTY +RUNGTHEP #O ,TD !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD 4RILLION $EVELOPMENT #O ,TD !SIAN 0ROPERTY ,ADPHRAO #O ,TD !SIAN 0ROPERTY 4HONGLOR #O ,TD 4HONGLOR 2ESIDENCE #O ,TD #ITI 3MART 3ERVICE #O ,TD 4OTAL B 4HE #OMPANY AND ITS SUBSIDIARIES HAVE COMMITMENTS AND CONTINGENT LIABILITIES IN RESPECT OF PROJECT DEVELOPMENTS AND LETTERS OF GUARANTEE ISSUED BY BANKS AS FOLLOWS
" O O V B M 3 F Q P S U
5NIT -ILLION "AHT #ONTINGENT LIABILITIES UNDER #OMMITMENTS LETTERS OF GUARANTEE ISSUED UNDER CONTRACTS TO FUND BY BANKS TO GOVERNMENT #OMPANY NAME PROJECT DEVELOPMENT AGENCIES ANDINDIVIDUALS !SIAN 0ROPERTY $EVELOPMENT 0UBLIC #O ,TD !SIAN 0ROPERTY +RUNGTHEP #O ,TD !SIAN 0ROPERTY ,ADPHRAO #O ,TD 4HONGLOR 2ESIDENCE #O ,TD !SIAN 0ROPERTY 2ATCHAVIPA #O ,TD !SIAN 0ROPERTY 4HONGLOR #O ,TD 4RILLION $EVELOPMENT #O ,TD !SIAN 0ROPERTY #O ,TD 4OTAL &).!.#)!, ).3425-%.43 &INANCIAL RISK MANAGEMENT 4HE #OMPANY}S AND THE SUBSIDIARIES} FINANCIAL INSTRUMENTS AS DEFINED UNDER 4HAI !CCOUNTING 3TANDARD .O l&INANCIAL )NSTRUMENTS $ISCLOSURE AND 0RESENTATIONSm PRINCIPALLY COMPRISE CASH AND CASH EQUIVALENTS TRADE ACCOUNTS RECEIVABLE LOANS INVESTMENTS AND SHORT TERM AND LONG TERM LOANS 4HE FINANCIAL RISKS ASSOCIATED WITH THESE FINANCIAL INSTRUMENTS AND HOW THEY ARE MANAGED IS DESCRIBED BELOW #REDIT RISK 4HE #OMPANY AND ITS SUBSIDIARIES ARE EXPOSED TO CREDIT RISK PRIMARILY WITH RESPECT TO TRADE ACCOUNTS RECEIVABLE AND LOANS 4HE #OMPANY AND ITS SUBSIDIARIES MANAGE THE RISK BY ADOPTING APPROPRIATE CREDIT CONTROL POLICIES AND PROCEDURES AND THEREFORE DO NOT EXPECT TO INCUR MATERIAL FINANCIAL LOSSES )N ADDITION THE #OMPANY AND ITS SUBSIDIARIES DO NOT HAVE HIGH CONCENTRATION OF CREDIT RISK SINCE IT HAS A LARGE CUSTOMER BASE 4HE MAXIMUM EXPOSURE TO CREDIT RISK IS LIMITED TO THE CARRYING AMOUNTS OF RECEIVABLES AND LOANS STATED IN THE BALANCE SHEET )NTEREST RATE RISK 4HE #OMPANY}S AND ITS SUBSIDIARIES} EXPOSURE TO INTEREST RATE RISK RELATES PRIMARILY TO ITS CASH AT BANKS BANK OVERDRAFTS DEBENTURES AND SHORT TERM AND LONG TERM BORROWINGS (OWEVER SINCE MOST OF THE #OMPANY}S 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
" O O V B M 3 F Q P S U
3IGNIFICANT FINANCIAL ASSETS AND LIABILITIES AS AT $ECEMBER CLASSIFIED BY TYPE OF INTEREST RATES ARE SUMMARIZED IN THE TABLE BELOW WITH THOSE FINANCIAL ASSETS AND LIABILITIES THAT CARRY FIXED INTEREST RATES FURTHER CLASSIFIED BASED ON THE MATURITY DATE OR THE REPRICING DATE IF THIS OCCURS BEFORE THE MATURITY DATE #ONSOLIDATED &IXED INTEREST RATE &LOATING .ON 7ITHIN INTEREST INTEREST YEAR YEARS RATE BEARING 4OTAL )NTEREST RATE -ILLION "AHT P A &INANCIAL ASSETS #ASH AND CASH EQUIVALENTS 3HORT TERM INVESTMENTS )NVESTMENTS IN ASSOCIATE ACCOUNTED FOR UNDER EQUITY METHOD /THER LONG TERM INVESTMENTS &INANCIAL LIABILITIES "ANK OVERDRAFTS AND SHORT TERM -/2 LOANS FROM FINANCIAL INSTITUTIONS 4RADE ACCOUNTS PAYABLE ,ONG TERM LOANS -,2 TO -,2 $EBENTURES 2ETENTION PAYABLE " O O V B M 3 F Q P S U
4HE #OMPANY /NLY &IXED INTEREST RATE &LOATING .ON 7ITHIN INTEREST INTEREST YEAR YEARS RATE BEARING 4OTAL )NTEREST RATE -ILLION "AHT P A &INANCIAL ASSETS #ASH AND CASH EQUIVALENTS 3HORT TERM INVESTMENTS ,OANS TO RELATED PARTIES )NVESTMENTS IN SUBSIDIARIES AND ASSOCIATE ACCOUNTED FOR UNDER EQUITY METHOD ,ONG TERM LOANS TO RELATED COMPANIES &INANCIAL LIABILITIES "ANK OVERDRAFTS AND SHORT TERM LOANS FROM FINANCIAL INSTITUTIONS -/2 4RADE ACCOUNTS PAYABLE ,OANS FROM RELATED PARTIES ,ONG TERM LOANS -,2 TO -,2 $EBENTURES 2ETENTION PAYABLE &AIR VALUES OF FINANCIAL INSTRUMENTS 3INCE THE MAJORITY OF THE #OMPANY}S 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 BALANCE SHEETS ! 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 4HE 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 35"3%15%.4 %6%.4 /N &EBRUARY THE MEETING OF THE "OARD OF $IRECTORS OF THE #OMPANY .O PASSED A RESOLUTION APPROVING THE PAYMENT OF DIVIDEND FOR TO THE #OMPANY}S SHAREHOLDERS AT "AHT PER SHARE 4HE PAYMENT OF DIVIDEND WILL LATER BE PROPOSED FOR APPROVAL IN THE !NNUAL 'ENERAL -EETING OF THE #OMPANY}S SHAREHOLDERS
" O O V B M 3 F Q P S U
2%#,!33)&)#!4)/. #ERTAIN AMOUNTS IN THE FINANCIAL STATEMENTS FOR THE YEAR ENDED $ECEMBER HAVE BEEN RECLASSIFIED TO CONFORM TO THE CURRENT YEAR}S CLASSIFICATIONS WITH NO EFFECT ON PREVIOUSLY REPORTED NET INCOME OR SHAREHOLDERS} EQUITY !002/6!, /& &).!.#)!, 34!4%-%.43 4HESE FINANCIAL STATEMENTS WERE AUTHORISED FOR ISSUE BY THE "OARD OF $IRECTORS ON &EBRUARY
'FF UP "VEJUPS !UDIT &EE )N THE COMPANY AND ITS SUBSIDIARIES PAID FOR AN AUDIT FEE TO %RNST 9OUNG /FFICE ,IMITED IN THE AMOUNT OF "AHT /THER 3ERVICE &EE 4O FOLLOW THE 3%4 AND 3%#}S POLICY TO RELOCATE THE AUDITOR THE SHAREHOLDERS} ANNUAL GENERAL MEETING HAD PASSED THE RESOLUTION TO APPOINT %RNST 9OUNG /FFICE ,IMITED TO BE AN AUDITOR FOR THE YEAR 4HEREFORE IN THE COMPANY ALSO PAID FOR OTHER SERVICE FEE TO THE /FFICE OF $)! )NTERNATIONAL !UDITING FOR A SPECIAL AUDIT TO REVIEW THE BEGINNING BALANCE OF THE COMPANY AND ITS SUBSIDIARIES IN THE AMOUNT OF "AHT
" O O V B M 3 F Q P S U