PRIN: Annual Report 2013 by Prinsiri Public Company Limited

Contents Message from the Management Board Operation and General Information Financial Highlights 2011-2013 Comparison Board of Director Policy and overview business operations Nature of the business Risk Factors Asset used in business Legal disputes Securities and Shareholder Information Management Structure The Corporate Governance Corporate Social Responsibilities Internal Control and Risks Management Related Transactions Financial position and operating results Analysis and Discussion of the Managements To ensure the accuracy of the information Attachment Attachment 1 Details about the Management Control Authority and Company Secretary Attachment 2 Details about the companyâ&#x20AC;&#x2122;s subsidiaries Evaluate the adequacy of internal controls Audit Committee Annual Report Auditorâ&#x20AC;&#x2122;s Report Statements of Financial Position Notes to Financial Statements

Page 2 4 9 10 18 27 48 50 56 58 61 74 85 88 91 105 112 125 127 131 132 142 143 144 152

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Message from the Management Board Dear all Shareholders, In 2013, The Real estate industry with relatively good growth in the first half. But when entering the second half. The overview of Thailandâ&#x20AC;&#x2122;s economy has been affected by external factors. As a result, the value of exports declined. The factors within that country on high household debt. It is why the Bank of Thailand and commercial banks, they are concerned that it will become a bad debt. Financial institutions have tightened lending. Also in during late are also experiencing political turmoil. And the buyers delay their decision to purchase a home, as well these factors enabling multiple operators must be adjust its strategy to stimulate sales and revenue. And try to maintain the companyâ&#x20AC;&#x2122;s target. Prinsiri Limited (the Company) is no different from those of other operators. And have affected some as a part of the real estate. Although the Company has had to adjust operational strategies to maintain competitiveness. But negative factors mentioned above. That makes the company launch a new project with only 4 projects. Total approximately 3.2 MB, lower than the target of 45.8 % and revenue decrease by 13.4 % in 2013 compared to 2012. For the year 2012, the company also plans to expand the business and real estate development to meet the needs of the customer constantly. With plans to launch the 6 new projects. Consists of horizontal 5 projects and condominium 1 project worth about 6.5 MB, the company also has sales worth waiting and waiting for transfer at the end of 2013, about 6.9 MB. With the launch of new projects, 6 projects worth about 6.5 billion baht. Include horizontal 5 projects and Condominium 1 project with revenue from the current value of over 6.5 MB, Also during the second half of 2014. Plearnary Mall Company Limited, a subsidiary will start operation in a small shopping center. To provide a source of income in the future. Companyâ&#x20AC;&#x2122;s policy is to maximize the revenue of the long-term. With the regard to reduce the risk of business. Strategic planning in accordance with the economic and market conditions. Including studying the feasibility of new business. To enhance stability in the growth of the Company. The Company also focuses on the development of information technology and business process optimization. To manage the information that is current and important information can be reported to the management at any time. In parallel with the development of construction companies continue to focus continually. On behalf of the Management Board would like to thank our shareholders, management, employees, partners, contractors, financial institutions and government agencies, the media and related organizations. To support our business of the Company. As always, the company insists on the business with a solid foundation. And the continued growth and sustained forever.

Professor Warapatr Thodhanakasem Ph.D. Chairman Ms. Siriluk Kovitchindachai Chair Person of the Executive Committee

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Mr. Chaiwat Kovitchindach Chief Executive Officer and Managing Director

Operation and General Information General Information Company Name : Company Registration Number : Headquarters : Homepage : Telephone : Fax : Type of Business : Registered Capital : Paid -in : Par value of share :

Prinsiri Public Company Limited 0107574700320 123 Sun Tower Building, 12th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900 http://www.prinsiri.com 02-617-6900-9 02-617-6910-11 Real Estate Developer. 1,276,041,855.00 MB. 1,219,971,755.00 MB. 1 Baht per share

Subsidiaries Information Company Name : Company Registration Number : Headquarters : Homepage : Telephone : Fax : Type of Business : Registered Capital : Paid-in : Par value of share :

Prin Venture Company Limited 0105548055398 123 Sun Tower Building, 12th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900 http://www.prinsiri.com 02-617-6900-9 02-617-6910-11 Real Estate Developer. 100 MB. 100 MB. 10 baht per share

Company Name : Company Registration Number : Headquarters : Homepage : Telephone : Fax :

Grow Yotha Group Company Limited. 0105545057390 123 Sun Tower Building, 12th Floor, Vibhavadi Rangsit Road,Chom Phon, Chatuchak, Bangkok 10900 http://www.prinsiri.com 02-617-6900-9 02-617-6910-11

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Type of Business Registered Capital Paid-in Par value of share

: : : :

Construction and Material Distributor. 10 MB. 10 MB. 100 baht per share

Company Name : Company Registration Number : Headquarters : Homepage : Telephone : Fax : Type of Business : Registered Capital : Paid-in : Par value of share :

CN SPR (Thailand) Company Limited 010550062410 123 Sun Tower Building, 12th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900 http://www.prinsiri.com 02-617-6900-9 02-617-6910-11 Real Estate Selling and Leasing. 2.00 MB. 2.00 MB. 100 baht per share

Company Name : Company Registration Number : Headquarters : Homepage : Telephone : Fax : Type of Business : Registered Capital : Paid-in : Par value of share :

Plearnary Mall Company Limited 0105556028582 123 Sun Tower Building (A-1200), 12th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900 http://www.plearnary.com 02-945-4111 02-945-4011 Shopping Center. 70 MB. 70 MB. 100 baht per share

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Company Name : Company Registration Number : Headquarters : Homepage : Telephone : Fax : Type of Business : Registered Capital : Paid-in : Par value of share :

Prin Energy Company Limited 0105556153263 123 Sun Tower Building, 12th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900 02-617-6900-9 02-617-6910-11 Manufacture and sale of solar electric and renewable energy for office buildings. Design a solar power plants As well as maintenance services for solar electric systems. 1.00 MB. 1.00 MB. 100 baht per share

Entity which the Company holds 10 percent or more. - None Other References Thailand Securities Depository Company Limited 62 floor 7th, The Stock Exchange of Thailand Building, Rutchadapisek Rd., Klongtoey, Bangkok 10110 Telephone : 02-229-2800 Fax : 02-654-5642, 02-6545645, 02-654-5427 TSD Call Center : 02-229-2888 Website : http://www.tsd.co.th Email: contact.tsd@set.or.th The Certified Public Accountant Auditor Name : : Homepage : Auditor :

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DIA International Auditing Co., Ltd. 316/32 Soi Sukhumvit 22, Rama 4 Rd., Klongton, Klongtoey, Bangkok 10110 Telephone : 02-259-5300-2, Fax : 02-259-8956 http://www.diaaudit.com 1. Mrs.Vilairat Rojnuckarin Certified Public Accountant No.3104 or 2. Ms. Somjintana Pholhirunrat Certified Public Accountant No.5599 or 3. Mr.Visut Phetphapanichkul Certified Public Accountant No.7309

Financial Highlights 2011-2013 Comparison

Financial position and results of operations (MB.) Total Assets Total Liabilities Shareholdersâ&#x20AC;&#x2122; Equity Total Revenue Costs and Expenses Gross Profit Net Profit Info per share (Baht) The par value Book Value Earnings per share Market price (at end of year) Dividend per share (%) Financial Ratio (%) Ratio of profitability Gross Profit Margin - Real Estate Gross Profit Margin - Construction Materials Net profit from operations Net profit margin Rate of return on Equity Operating Efficiency Ratio Return on assets Return on fixed assets Asset turnover (times) Financial Ratios Debt to Equity Ratio Interest Coverage Ratio (times) Dividend ratio Financial Ratio (percent) Per Liquidity ratio Quick Liquidity Ratio Turnover Accounts receivable - Real Estate Average collection period - Real Estate (days) Inventory Turnover Product sales period (days) Payable turnover Repayment period (days) Cash Cycle

2011

2012

2013

7,038.38 3,577.28 3,461.10 2,255.97 1,947.67 831.05 203.05

7,202.60 3,437.79 3,764.81 2,820.04 2,368.58 1,007.40 354.43

9,075.77 5,237.00 3,838.77 2,475.23 2,210.75 810.82 191.80

1.00 2.74 0.18 1.19 4.20

1.00 3.02 0.29 2.00 5.00

1.00 3.12 0.16 1.35 1.48*

37.74 8.78 13.78 9.00 5.87

36.25 11.08 16.11 12.57 9.14

33.53 19.54 10.77 7.75 5.00

2.88 15.14 0.32

4.92 23.96 0.39

2.11 11.73 0.27

0.89 10.68 30%

0.77 26.38 34%

1.19 12.60 64%

4.39 0.14 34.14 10.54 0.41 879.76 4.41 81.57 808.73

3.04 0.19 34.23 10.52 0.53 684.16 6.55 54.97 639.71

3.25 0.33 12.43 28.96 0.37 972.67 3.97 90.77 910.87

* Note : Have not been approved by the shareholders. ** The comparative data for the year 2011 have been reclassified new. To comply with the years 2012 - 2013.

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Board of Directors Name-Last name : Position : Age : Nationality : Educational : background : : : :

Prof. Dr. Warapatr Todhanakasem Chairman / Independent Director 64 Thai Ph.D. in Business Economics. University of Illinois Urbana-Champaign USA Degree in economics. University of Illinois Urbana-Champaign USA. Master of Business Administration Kellogg School of Management Northwestern, University Evanston Illinois USA. Bachelor of Law. Bachelor of Law, Thammasat University Bachelor of Economics (First Class Honors), Thammasat University

Shares Proportion (%) : Executive Relationship : Work experience within the past 5 years Duration Position Company 2009 - Present Chairman / PRINSIRI (PLC.) Independent Director 2002 - 2009 Managing director TRIS CORPORATION LIMITED (TRIS) 2018 - 2002 Managing director TRIS Rating Co., Ltd 1974 - 1995 Executive Vice President Kasikorn Bank of Thailand

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Name-Last name : Position : Age : Nationality : Educational : background : : :

Associate Professor Anchalee Pipatanasern Chairman of the Audit Committee / Independent Director 61 Thai Bachelorâ&#x20AC;&#x2122;s degree in accounting. MS (Accounting), Thammasat University Bachelor of Accounting (Honors 2). Faculty of Commerce and Accountancy, Thammasat University DCP Year 2009 ACP Annual 2010

Shares Proportion (%) : Executive Relationship : Work experience within the past 5 years Duration Position Company 2009 - Present Chairman of the Audit PRINSIRI (PCL.) Committee / Independent Director Independent Director AIRA Securities Company Limited and Audit Committee 2008 - 2009 Independent, The legal and moral constraints Truth Audit Committee 2007 - Present Head of Department of Accounting Thammasat University 2004 - 2007 Vice President for Finance Thammasat University 1995 - Present Committee of the Real Estate Faculty of Commerce and Accountancy, Business Thammasat University 2003 - 2004 Head of Department of Accounting Faculty of Commerce and Accountancy, Thammasat University

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Board of Directors Name-Last name : Position : Age : Nationality : Educational : background : :

Assistant Professor Monpaka Vongsa Audit Committee / Independent Director 55 Thai Bachelorâ&#x20AC;&#x2122;s Degree in Construction Management, Silpakorn University Bachelor of Architecture, Silpakorn University DCP 128

Shares Proportion (%) : Executive Relationship : Work experience within the past 5 years Duration Position Company 2009 - Present Audit Committee and Independent Director 2012 - Present Ethics Committee 2008 - 2011 Assistant Director, Master of Science course, Department of Construction Management 2019 - 2008 Assistant Dean for Student Affairs 2017 - 2019 Professor 2010 - 2017 Extraordinary Professor 1992 - 2017 Project Architect 2532 - 2535 Architect

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PRINSIRI (PCL.) Architect Council of Thailand (ACT) Sripatum University

Sripatum University Faculty of Architecture, Sripatum University Faculty of Architecture, Sripatum University SJA 3D Company Limited Sumet Jumsai Associates Co., Ltd

Name-Last name : Position : Age : Nationality : Educational : background : :

Associate professor Witaya Danthamrongkul Audit Committee/ Independent Director 51 Thai Master of Business Administration. Oregon State University USA. Bachelor of Economics (1st Class Honorsâ&#x20AC;&#x2122;) in Finance, Thammasat University DCP Program Year 2007

Shares Proportion (%) : Executive Relationship : Work experience within the past 5 years Duration Position Company 2009 - Present Audit Committee and PRINSIRI (PCL.) Independent Director Present Lecturer Human Resource Thammasat University Management 2006 - 2007 Director, Project Management Thammasat University Journal Faculty of Commerce and Accountancy 2000 - 2001 Director of Training Small and Medium Enterprises Development Institute (ISMED)

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Board of Directors Name-Last name : Position : Age : Nationality : Educational : background :

Ms.Siriluck Kovitchindachai Chair Person of the Executive Committee / Directors 66 Thai 20 yearsâ&#x20AC;&#x2122; experience in the real estate business To attend the training course. DAP The 20, on July 8, 2004.Shares

Shares Proportion (%) : 23.17 Executive Relationship : A sister of Mr. Kwanchai Mongkolkittaveepol / Chaiwatâ&#x20AC;&#x2122;s aunt. Kowitchindachai Work experience within the past 5 years Duration Position Company 2011 - Present Chair Person of the PRINSIRI (PCL.) Executive Committee / Directors 2007 - Present Directors CNS PR Company (Thailand) Ltd 2000 - 2008 Chairman/Managing Director PRINSIRI (PCL.) Directors 2007 - 2011 Directors Prin Venture Company Limited 1995 - 2004 Chairman and Managing Director Jindapong Property Company Limited 1993 - 2002 Chairman and Managing Director Thai Jinda Property Company Limited

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Name-Last name : Position : Age : Nationality : Educational : background : :

Mr.Chaiwat Kovitchindachai Chief Executive Officer / Directors / Managing director 46 Thai Master of Business Administration, Ramkhamhaeng University Bachelor of Computer science, Ramkhamhaeng University To attend the training course. DAP The 20, on July 8, 2004

Shares Proportion (%) : 0.08 Executive Relationship : Granddaughter of Ms. Siriluck Kowitchindachai. And Mr.Kwanchai Mongkolkittaveepol / Spouses of Ms. Nipa Apiratroongrueng Work experience within the past 5 years Duration Position Company 2011 - Present Chief Executive Officer/ PRINSIRI (PCL.) Directors / Managing director 2007 - Present Directors CNS PR Company (Thailand) Ltd 2005 - 2008 Vice President / Directors PRINSIRI (PCL.) 2000 - 2005 Executive Vice President PRINSIRI (PCL.) Project Management / Directors 1996 - 2019 Executive Vice President Jindapong Property Company Limited Of Construction 1993 - 1995 Director of Construction ThaiJinda Property Company Limited

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Board of Directors Name-Last name : Mr.Utane Kongsoontornkitkul Position : Directors / Executive Director Age : 59 Nationality : Thai Educational : Master of Business Administration (Executive MBA), Thammasat University background : Bachelor of Engineering, Chulalongkorn University : DCP for the year 2004. Audit Program. (Securities Exchange of Thailand (SET) 2005 : Directors Accreditation Program DAP 2004 Shares Proportion (%) : Executive Relationship : Work experience within the past 5 years Duration Position Company 2011 - Present Directors and PRINSIRI (PCL.) Executive Directors 2004 - Present Chairman of the Audit Goldfine Manufacturers Public Co., Ltd Committee 2008 - 2010 Directors Wangkanai Crop., Ltd. 2008 - 2009 Chairman of the Audit Siam City Asset Management Co., Ltd Committee and Board of Directors 1984 - 2010 Senior Vice President. Siam City Bank PCL Line a large (final position)

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Name-Last name : Position : Age : Nationality : Educational : background : :

Mr. Kwanchai Mongkolkittaveepol Director 53 Thai Diploma.Siam Technology College With over 20 yearsâ&#x20AC;&#x2122; experience in the real estate business To attend the training course. DAP the 20 on July 8, 2004

Shares Proportion (%) : 0.33 Executive Relationship : The uncle of, Mr.Chaiwat Kowitchindachai. Work experience within the past 5 years Duration Position Company 2012 - Present Directors PRINSIRI (PCL.) 2011 - Present Directors Grow Yotha Group Company Limited 2008 - Present Senior Director PRINSIRI (PCL.) 2007 - Present Directors CNS PR Company (Thailand) Ltd. 2005 - 2008 Executive Vice President. PRINSIRI (PCL.) Division customer 2000 - 2005 Executive Vice President. Jindapong Property Company Limited Marketing 1993 - 1995 Director of Marketing Jindapong Property Company Limited Notes Authority to sign on behalf of the Company, with Ms. Siriluck Kowitjindachai, Mr. Chaiwat Kowitjindachai, Mr.Utanen Kongsoontornkitkul and Mr. Kwanchai Mongkolkittaveepol said he was only two of these four directors jointly sign and the Companyâ&#x20AC;&#x2122;s seal of the tenure of.

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Policy and overview business operations 1. Policy and overview business operations 1.1 Company mission • To create a quality of life for working perfectly, happily and encourage a training on Research and Development on real estate business in order to build an innovation on housing in the future continuously. • To develop an operational standard system in design, construction and management to be reliable and professional internationally. • To focus on creating transparency and satisfactory to customers, partners and shareholders including to return profit to community, society and country. Vision Prinsiri has committed in developing standard of real estate proactive management to be a leader in creation “Home” for building family, community and quality of perfect life. Overview of the business of the Company and its subsidiaries • Overview of Business Prinsiri Public Company Limited. Prinsiri Public Company Limited was incorporated on February 23, 2000 at the end of 2013; the company has registered capital of 1,276.04 MB and paid-up capital of 1,219.97 MB. Divided into ordinary shares of 1,219.97 MB shares at par value of Baht 1 per share, Company operates real estate development business in the categories of housing estates and residential condominium. Also the Company is the developer and owner of the company. In 2001 and 2004, the company won Awards of Merit from the Pacific Coast Builders Conference (PCBC) held in the USA. The company also received an honorable mention and a “Good” class award for “The Best Energy-Saving Home Awards” in 2007 and 2008, respectively from the Department of Alternative Energy Development and Efficiency, Ministry of Energy. In 2013 Company reported revenues from the sale of Real Estates in the categories of housing estates of 2,399.07 MB. Today held that a leading property development company that has been recognized. And the trust of consumers is considerably under the brand of “Prinsiri”. The Company’s products are in the following categories: (1) Housing Estates. The Company’s housing estate projects can be classified by product identity and target group and are developed under the following project names: (1.1) Single detached house (1.1.1) Single detached houses for middle and upper market, under project names “Siritawara” and “PRINN Zerene”, “Iconature” with prices from 5.00 MB and over, and the target market being high income earners. 1.2) Town House & Town Home (1.2.1) Three-story townhouses under the project names “Six Nature”, with prices about 1.50 - 4.00 MB and the target market being medium income earners. (1.2.2) Two-story townhouses under the project names “City Sense”, with prices about 1.00 - 2.50 MB and the target market being medium income earners. 18 / The Art of Living

(2) Condominiums, which are classified by product identity and target group and developed under the following project names: (2.1) Low rise condominiums (not higher than 23 Meters): (2.1.1) Under the brand names “Bridge” , “The Pride” and “Smart Z” (Non BOI), with a price range of 1.29 -3.60 MB and the target market being medium to relative high income earners. (2.1.2) Under the brand names “SMART Condo”, with a price range of 0.69 -1.00 MB and the target market being medium income earners. (2.2) High rise condominiums (higher than 23 Meters), under the project name “The Complete”, with a price range of 1.79 -12.00 MB and the target market being medium to relative high income earners. The goal in our business The Company’s business objectives are to be the leader among Thai real estate developers and for the brand “Prinsiri” to be recognized and trusted by consumers. The Company aims to continue its expansion of the business which will concentrate on development of housing estates and condominiums. The target is to procure land for development of 6 -12 projects a year. Efforts will be intensified to increase public awareness of the brand “Prinsiri”. Therefore, the Company is focused on qualifying of land perfectly, distinguished. Develop and improve the layout, quality of construction projects. Include the selection of materials of construction equipment with good quality right on each project. We also focus on after sales service as well. As 2013, the Company and its subsidiaries had 26 projects available for sale, with a total value of 19,018.62 MB. The value of property sold in the year totaled approximately 13,163.36 MB. The revenue from real estate selling was recognized at 2,399.07 MB. For 2013, the project has purchased land. The company has set a budget for land purchases of the Company Group in 2014, approximately 1,000 MB. Company marketing aims to build awareness of the brand “Prinsiri” (Brand Awareness) provides. By emphasizing the consumer awareness, Home Prinsiri the word “home”, this truly is the center of the family. And warmth under the concept of “The Art of Family Living”. Advertising through media such as television, radio, billboards, brochures, etc. to emphasize the needs of the consumer products company. The company has applied into practice concepts such as project planning, design and landscaping of the project. The company holds shares in subsidiaries there number are 5 the ratio holds more than 99 percent of the paid up capital is as follow: (1) Prin Venture Company Limited is engaged in the business of real estate development in the category of housing estates. The Company holds 100% of the shares. (2) Grow Yotha Group Company Limited is engaged in business of the construction and cconstruction materials to the Company and contractor of the Company mostly. The Company holds 99.99 percent of the paid up capital.

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(3) CN SPR (Thailand) Company Limited which commercial and real estate rental. Most of the land property. Established on June 15, 2007 the Company holds 99.97 percent of the paid up capital. (4) Plearnary Mall Limited which shopping center is located at Watcharaphon located on land owned by the Prinsiri Public Company Limited was incorporated on February 14, 2013 the Company holds or 100.00 per cent of the paid-up capital (as of December 31, 2013 are not open commercial operations). (5) Prin Energy Limited which manufactures and sells solar power and alternative energy. Residential office building Design a solar power plant As well as maintenance services for solar electric systems. Established on September 20, 2013 the Company holds 99.97 percent of the paid up share capital (as at December 31, 2013 was not a commercial operation). • Overview of the business of the Prin Venture Company Limited Prin Venture Company Limited was incorporated on April 22, 2005 with registered capital of 5 MB comprising in the business of real estate development, housing, commercial buildings, residential buildings. Including construction all kinds. Characteristic of business for sale, purchase, housing and estates operations. As a joint venture between the Company and Prin Ventures Company Limited, which has no connection whatsoever with the company is holding 51 percent and 49 percent respectively Prin Venture Company has a policy in operation separate, clearly Although the supplier and decided to purchase the land. The land used to develop Prin Venture project will come from the company supplying the Prin Venture Company must be presented in order to decide on the purchase of land, together with the Company. The Company is a developer Construction process And responsible for sales to Prin Venture. The compensation for such operations. The projects And Prin Venture to use the name of the project, each product is different, too. Prin Venture Co., Ltd. is focused on real estate investments horizontal. And property by considering the potential suitability of the product development of each location is an important part of a company that has expertise and experience in developing real estate projects in low-rise more than 10 years, will serve as the construction management plan, sales and marketing as well as the transfer of goods in each project. The company is regarded as a property development company that has been accepted. And the trust of consumers under the brand “ Prinsiri “ whether it is the appropriate project location, Product quality, Reasonable price and the after sale service. The company has been developing and improving its products continued throughout so that the product meets the customer’s needs, as Project Location Design, project planning, house style and project design functionality. Selection of construction materials Accessories Including design, layout, landscaping is appropriate for the environment in each project. Adoption of the new construction technology which will increase efficiency of the construction. It will reduce residential construction somewhat and quality control has improved to meet customer demand faster, etc. Today Prin Venture limited company with registered capital of 100 MB, the company’s shareholders in proportion to the percentage of 100.00.

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• Overview of the business of the Grow Yotha Company Limited Grow Yotha Co., Ltd., was incorporated on June 4, 2002 with a registered capital of 10 MB comprising the construction business. Construction Materials, cement, steel, colors and wood, etc. The sales and service for the Company. And contractor of the Company mostly. The company has decided to invest in Grow Yotha Co., Ltd to require capacity building and strengthening the business. Including contractors, to reduce risk and reduce the volatility of construction costs. • Overview of the business of the CN SPR (Thailand) Company Limited CN SPR (Thailand) Co., Ltd. established on 15 June 2550 the rental business. And trading, real estate development, such as the purchase of land and property for trade and investment to profit from the increased value of real estate. Renting both short and long term. Including income from services or management services, etc. and residential resort will be the company’s revenue that did not come from the estate such as rental for the Company. • Overview of the business of the Plearnnary Mall Company Limited Plearnnary Mall Company Limited incorporated on February 14, 2013 with a registered capital of 1 MB Business Center is located at Watcharaphon Rd., Bang Khen, which is located on land owned the Prinsiri Limited. (PCL) The Company has registered capital of 70 MB, the Company’s shareholders in proportion to the percentage of 100.00. Expected to start commercial operations by 2014. • Overview of the business of the Prin Energy Company Limited Prin Energy Company Limited, incorporated on September 20, 2013 with registered capital of 1 MB, a manufacturer and distributor of electricity from solar energy. And renew able energy for residential, office building. Design a solar power plant and solar electric systems maintenance (as of December 31, 2013 was not a commercial operation).

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1.2 Major Developments. Prinsiri Public company Limited was incorporated on February 23, 2000, with an initial registered capital of 5 MB to operate real estate development business in the categories of housing estates and condominiums. In 2001 and 2004, the company won Awards of Merit from the Pacific Coast Builders Conference (PCBC) held in the USA. The company also received an honorable mention and a “Good” class award for “the Best Energy-Saving Home Awards” in 2007 and 2008, respectively, from the Department of Alternative Energy Development and Efficiency, Ministry of Energy. As at December 31, 2013, the company had a registered capital of 1,276.04 MB and paid registered capital of 1,219.97 MB. 2004 • The Company was converted from a limited company to a public company limited as a preparation for offering of ordinary shares for sale to the public and for listing on the Stock Exchange of Thailand. 2005 • The Company invested in Grow Yotha Group Company Limited, which operated construction business and sales of construction materials, holding 99.99 % of the shares. • The Company entered into a joint venture with Uni venture Public Company Limited in setting up Prin Venture Company Limited to operate real estate development business, holding 51.00% of the shares. • The Company offered for sale of 155 million new ordinary shares with a par value of one Baht per share to the public at 2.80 Baht per share, thus increasing the Company’s paid-up registered capital to 670 MB. The Company was listed on the Stock Exchange of Thailand, with its shares starting to be traded on the main board on November 7, 2005. 2006 • The Company started its real estate development operation and launched its first condominium project under the name “The Pulse Condominium” on Soi Ladprao 44. • The Company and Uni Venture Public Company Limited increased investment in Prin Venture Company Limited twice to expand the business, resulting in Prin Venture Company having a paid-up registered capital of 76.25 MB, with the Company retaining its shareholding at 51.00 %. 2007 • The Company entered the business of development and sales of property in the category of condominiums, creating more brands “The Complete” and “Smart Condo”. • The Company started the development and sales of property in the categories of two-story semidetached houses and townhouses by creating new brands, “Prinyada Light” and “Prinyaluck Light”. • The Company offered 335 MB shares new ordinary shares to existing shareholders with a per value of one Baht each and a selling price of 1.50 Baht per share at the ratio of two existing shares to one new share, resulting in its registered capital rising to 1,005 MB. • The Company established CN SPR (Thailand) Company Limited to operate property lease business and to trade property pending development, holding 99.97 % of the shares. 2008 • The Company develops and sells real estate. Detached houses and Townhouses with two floors. Add the new brand name. “Ban Prinsiri” and “Ban Prin”. • The Company develops and sells real estate. By a declaration of condominium. Added under the name “The Pride Pattaya sai 2” 2009 • The new image Change (Rebranding) by changing the brand new company. The 10 year Anniversary events have raised the Prinsiri. The slogan has to be replaced. Is “The Art of Living”. • The Company develops and sells real estate. Type: townhome with 3 floors of branding. Add the name “Six Nature” and “City Sense” 22 / The Art of Living

2010 • The Company has registered capital of 1,005.00 MB to 1,105.5 MB, by the way. The stock dividend ratio of 10 shares per one new share. • The Company will launch 4 projects worth more than the 2,472.14 MB. The project is a flat 3 projects under the brand name “Six Nature” total 2 project, including the “Viphawadee 60” and “Petchakasem 69” and under the brand name “City Sense” the projects name “Songprapa”, Condominium project. (low-rise) under the brand name “Smart Condo” of such a project. The Watcharapol. • The Company has agreed to purchase shares of its common of 4.9 MB shares of Prin Venture Limited; the company holds a 100 % shareholding in the Prin Ventures Company Limited. 2011 • The Company has registered capital of 1,105.50 MB to 1, 216.04 MB, by the way. The stock dividend ratio of 10 shares per one new share. • The company opened a total of 6 projects worth more than the 4,712.93 MB, The project is aligned under the brand name “Zerene” are two projects. The “Beach Phutthamonthon 3” and “Rama 2 Takarm” under the brand name “Six Nature” is one project, including project “Ekachai - Bang Bon” and under brand name “City Sense” of the 3 projects, the “Watcharapol”, “Prachacheon” and “Vi phawadee 60” 2012 • The company opened 2 projects worth more than the 551.75 MB. The project is aligned under the brand name “City Sense” is on Bangna-Trad Km.10 and Condominium project under the brand name “Smart Z” is On- Nut Project. • The General Meeting are approval of Shareholders No. 1 for warrants to employees and executives of 60 million units, in the exercise of ordinary shares of the Company at a price per share of 1.50 Baht. /warrants by 2 years 7 months. By the increase in registered capital of Baht 1,216.04 million was 1,276.04 MB / 26,630,000 units. • The allocation of warrants to employees and executives of the outstanding 33,370,000 units. Warrants have not been allocated 26.630,000 units. • Employees and directors exercised ordinary share capital. Warrants of the workers and the management in the ratio of 1 warrant to purchase one common share and 3,261,800 shares of its common stock, and the increase of 1,216.04 MB. To 1,219.30 MB in December 2013. 2013 • Established Plearnnary Mall Company Limited on February 14, 2013, for operation the Shopping Mall. The paid-up capital as at December 31, 2013 was 70 MB, the company holds 100 % (as at December 31, 2013 was not a commercial operation). • Employees and directors exercised ordinary share capital. Warrants of the workers and the management in the ratio of 1 warrant to purchase one common share and 668,100 shares of its common stock, and the increase of 1,219.30 MB. To 1,219.97 MB. • Established Prin Energy Company Limited on September 20, 2013 with the paid-up capital of 1 MB, a manufacturer and distributor of electricity from solar energy. And renewable energy. The company holds a 100 % (As of December 31, 2013 was not a commercial operation). • The company opened 4 projects worth more than the 3,222 MB. The Condominium project is under the brand name “Bridge” is on Satorn-Naratiwat and the Horizontal 3 projects under the brand name “IcoNature” is project name “Ramindra 109” under the brand name “Zerene” project is “Kanlapaphruek” and under the brand name “City Sense” is “Phetkasem 69” The Art of Living / 23

1.3 Structure of Shareholding of Prinsiri Public Company Limited. And subsidiaries. The Company has five subsidiary companies consist of. (1) Prin Venture Company Limited. - Housing and Real Estate Developer. - Headquarters: 123 Sun Tower Building, 12 th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900 . (2) Grow Yotha Group Company Limited. - Construction and Construction Materials, cement, steel, colors and wood, etc. The sales and service for the Company. And contractor of the Company mostly. - Headquarters : 123 Sun Tower Building, 12 th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900 . (3) CN SPR (Thailand) Company Limited. - The rental business. And trading, real estate development, such as the purchase of land and property for trade and investment to profit from the increased value of real estate. Renting both short and long term. Including income from services or management services, etc. and residential resort will be the company’s revenue that did not come from the estate such as rental for the Company - Headquarters : 123 Sun Tower Building, 12 th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900 . (4) Plearnary Mall Company Limited. - Shopping Center. - Headquarters : 123 Sun Tower Building, 12 th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900. (As of December 31, 2013 was not a commercial operation) (5) Prin Energy Company Limited. - manufacturer and distributor of electricity from solar energy. And renewable energy for residential, office building. Design a solar power plant and solar electric systems maintenance. - Headquarters : 123 Sun Tower Building, 12 th Floor, Vibhavadi Rangsit Road, Chom Phon, Chatuchak, Bangkok 10900. (As of December 31, 2013 was not a commercial operation) Policy of dividing the implementation of the Company. And subsidiaries The Company’s policy implementation. Clearly by the Company and its subsidiaries operate independently of each follows. - Prinsiri Public Company Limited (“Company”) and its Prin Venture Company Limited a property developer. Type of housing and type of residential condominium The Company will develop and own the project. By focusing on real estate development. 24 / The Art of Living

- Grow Yotha Group Company Limited. Construction and Construction Materials, cement, steel, colors and wood, etc. The sales and service for the Company. And contractor of the Company mostly. - CN SPR (Thailand) Company Limited. The rental business. And trading, real estate development, such as the purchase of land and property for trade and investment to profit from the increased value of real estate. Renting both short and long term. Including income from services or management services, etc. and residential resort will be the companyâ&#x20AC;&#x2122;s revenue that did not come from the estate such as rental for the Company. - Plearnary Mall Company Limited which consist of Shopping Mall. Commercial business operations by the year 2014. - Prin Energy Company Limited. Manufacturer and distributor of electricity from solar energy. And renewable energy for residential, office building. Design a solar power plant and solar electric systems maintenance. (As of December 31, 2013 was not a commercial operation). Prinsiri Company Limited (PLC) has been expanding continuously. At present the company is engaged in five business segments, with a total investment in the companyâ&#x20AC;&#x2122;s core business is such that more than 99 % shareholding it. Shareholding would to announce the follow: Shareholding the Company and Subsidiaries Company/ subsidiaries

Shareholding of the company %

1. Prinventure Company Limited 100.00 2. Grow Yotha Group Company Limited 99.99 3. CN SPR (Thailand) Company Limited 99.97 4. Plearnary Mall Company Limited 100.00 5. Prin Energy Company Limited 99.97

Business Operations

Property Developer. Construction and Construction Materials. The rental business. And trading, real estate development. Shopping Mall Manufacturer and distributor of electricity from solar energy. And renewable energy

The Art of Living / 25

Structure of Shareholding of Prinsiri Public Company Limited and Subsidiaries Prinsiri Public Company Limited Registered capital 1,276.MB. Paid-in Registered capital of 1,219.97 MB. 99.99% Grow Yotha Group Company Limited Paid-in Registered capital of 10.00 MB.

100% Prin Venture Company Limited Paid-in Registered capital of 100.00 MB.

100 % Plearnary Mall Company Limited Paid-in Registered capital of 70 .00 MB.

99.97% CN SPR (Thailand) Company Limited Paid-in Registered capital of 2.00 MB

99.97 % Prin Energy Company Limited Paid-in Registered capital of 1.00 MB

1.4 Relationship with the group of major shareholders Table showing the details about the tenure of the management and the control of the Company. As of December 31, 2556

List Prof.Dr.Warapatr Todhanakasem Asso. Prof. Anchalee Todhanakasem Asst. Prof. Monpaka Vongsa Asso. Prof. Witaya Danthamrongkul Ms.Siriluck Kovitchindachai Mr.Chaiwat Kovitchindacha Mr.Utane Kongsoontornkitkul Mr.Chairat Kovitchindacha Mr.Chawai Kovitchindacha Mr.Chaiwut Kovitchindacha Mr.Kwanchai Mongkolkittaveepol Ms.Patcharee Kovitchindacha Ms.Nipa Apirattanarungruang Mr.Prinya Kovitchindacha

Prinsiri Public Company Limited / / / /

Grow Yotha Group Company

X , @ $ , @ $ , @ $ , @ / , // / , // , 0 / , // // , 0

/ , //

0 /,0

/ , // / , //

Subsidiaries CN SPR Plearnary Mall Prin Energy Prin Venture (Thailand) Company Company Company Company Limited. Limited Limited Limited

, , , ,

/ , // / , // / , // / , // / , //

/ , // / , // / , //

/ , // / , //

Note : / = Director, X = Chairman , // = Board of Directors , 0 =Management ,$ = Audit Committee , @ = Independent Directors

26 / The Art of Living

Nature of Business Operation 2. Nature of Business Operation Prinsiri Company Limited (PCL). The company is a property developer, Type of housing And type of residential condominium. The project opened in 2013 as a project of 26 detached houses , Town Houses / Home Office. And condominiums. The focus is one of the Thailand leading property development. It has been accepted And the trust of consumers under the brand â&#x20AC;&#x153;Prinsiriâ&#x20AC;? The company shareholding in subsidiaries number 5 in a ratio holds more than 99 % of the paid up capital of companies include Prin Venture Company., Ltd., Grow Yotha Group Co., Ltd., CNN SPR (Thailand) Co., Ltd., Plernnary Mall Co., Ltd. and Prin Energy Co., Ltd. We can summarize the revenue structure of the Company and its subsidiaries; the income is derived from 3 product categories: 1). Detached House-upper market 2) Townhome and 3). Condominiums. The revenue of the Property men each year 2011 - 2013 are detailed below Revenue Structure of the Company and Subsidiaries Revenue Structure of the Company And subsidiaries Show details for 2011 was held in 2012 and 2013 as follows:

Revenue

Operator

Detached house - upper market Detached house - middle market / Semidetached house Townhouse / Home Office Condominium

Prinsiri Prinsiri

2011 2012 2013 Consolidated Consolidated Consolidated financial statement financial statement financial statement MB % MB % MB % 0.00 0.00 68.40 2.43 0.00 0.00 378.45 16.78 297.08 10.53 368.81 14.90

Prinsiri Prinsiri/

1,063.68 760.11

47.15 1,638.83 33.69 766.42

58.11 1,536.69 27.18 493.57

62.08 19.94

Prinsiri/

2,202.24

97.62 2,770.73

98.25 2,399.07

96.92

Total revenue from property sales Revenue from goods sales Revenue from Construction Other revenues Total revenue

Prin Venture Prin Venture

Grow Yotha Group Grow Yotha Group Company / Subsidiaries

31.98

1.42

25.69

0.91

39.02

1.58

0.00

6.38

0.23

17.94

0.72

21.75

0.96

17.24

0.61

19.20

0.78

100.00 2,475.23

100.00

2,255.97

100.00 2,820.04

Notes : Sales prices of detached house - upper market, from 10 MB Sales prices of detached house - middle market, from 3 to 10 MB The Art of Living / 27

The Company and its subsidiaries had revenue mainly from the sale of real estate in 2011, in 2012 and for the period ended of 2013, the Company and its subsidiaries have cut the revenue from the sale of real estate is percent 98.38 %, 97.62, % 98.25 % and 96.92 % of total revenues, respectively. In 2011, the revenue from the sale of detached homes and townhomes. 16.78 % and 47.15 % in 2012, the revenue from the sale of townhomes and condominiums. 58.11 % and 27.18 % of total revenues for the period ended December 31, 2013, the revenue from the sale of townhomes and condominiums. Accounted for 62.08 % and 19.94 % of total revenues. In 2011, the company had revenues of condominiums less than townhome. The Company has transferred most only 2 projects include Smart Condo Wacharapon and Smart Condo Rama 2, representing 33.69 % of total revenue in 2012. The Company’s revenue from the sale Townhouse / Town Home Office Higher than condominiums and detached houses Due to the transfer of about 10 projects, valued at Baht 1,638.83 MB for the period ended of 2013, the Company had revenue from the sale Townhome than condominiums and detached homes. Due to the transfer of approximately 9 project, this is worth 1,536.69 MB. The Company’s revenue from the sale of construction material, cement, paint, steel, wood and construction etc. In year 2011 year 2012 and for the period ended of 2013 a portion of sales percent 1.42 % 0.91 % and 1.58 % of revenue were included respectively. In 2011 and 2012 for the periods ended of 2013 the Company had no revenues from the sale of land, the company has no plans in the near term. For other income most of payment for customers who do not come home to an agreement on a deadline. Customers pay the installment payments for a while and then stop without contacting the company. 2.1 Product characteristics The Company is engaged in real estate development business in the categories of housing estates (pre-built houses) and residential condominiums for sale. Most of the project locations selected are in Bangkok and surrounding areas near communities, with complete public utilities (electricity, water supply, communication and transportation). The brand “Prinsiri” is used for all product types under the concept “The Art of Family Living” by using the corporate brand.

The Company attaches great importance to product quality, taking meticulous care of all the details and material selection and quality control at every stage of production. Products are constantly developed to best suit customers’ requirements. In selling the products, customers are required to make reservation, down and contract signing payments in the total amount of 10% of the sales price. Down payments are made in 3-12 months, depending on the construction time and the agreement between the customer and the Company. The schedule for delivery of the house and ownership transfer is stipulated on the contract signing date and in the purchase contract, which of course, depends on the customer’s readiness. Details of each type of products are as follows: 28 / The Art of Living

1. Housing estate The Company’s housing estates are horizontal development projects. Products in this type are houses or buildings not more than four stories high. The house and building style and project design of individual projects vary with the location and customer’s needs. However, each project has complete infrastructure, facilities and security, such as a clubhouse, a swimming pool, a recreation park and security systems. The Company’s housing estate projects can also be classified by product identity and target group and are developed under the following project names: (1.1) Single detached house 1.1.1 Single detached house for upper market Logo of the Project : Project Name : Siritawara and Prinn Price Range : 15.0 MB and over Target Market : High income customers 1.1.2 Single detached house for middle to upper market

Logo of the Project : Project Name : Price Range : Target Market :

Zerene and IconNature 5.00 - 10.00 MB Middle income to high income customers

1.2 Town House & Home Office 1.2.1 three-story townhouse Logo of the Project : Project Name : Price Range : Target Market :

Six Nature 2.00 - 5.00 MB Medium income customers

1.2.2 Two-story townhouse Logo of the Project : Project Name : Price Range : Target Market :

City Sense 1.50 - 3.00 MB Medium income customers

The Art of Living / 29

2. Condominium The Company’s condominium projects are vertical development for sale. Products of this category are condominium buildings at least eight-story high. The building design and project design of each project are unique, depending on the location and customers’ needs. Each project under the Company’s operation has complete common infrastructure, facilities and safety, such as a swimming pool with a beautiful garden, elevators, satellite television, and security systems. Condominium products are developed under three brands, categorized by market positioning and distinguished characteristics, for easy remembering. The Bridge and Smart Condo the Pride are used for low rise condominiums (maximum height of 23 meters), while The Complete is for high rise condominiums (more than 23 meters high). Low Rise Condominiums (Less than 23 meters high) Logo of the Project : Project Name : Bridge Logo of the Project : Project Name Price Range Price Range Logo of the Project Project Name Price Range Price Range Logo of the Project

: : :

Smart Z 1.80 MB Medium to relatively high income

: (BOI) : Smart Condo : 0.69 - 1.00 MB : Medium income customers :

Project Name : Price Range : Price Range :

The Pride Pattaya (Second Road) 2.00 - 5.00 MB Medium to high income

High Rise Condominiums (more than 23 meters high) Logo of the Project : Project Name : The Complete Price Range : 1.79 - 12.00 MB Price Range : Medium to relatively high income

30 / The Art of Living

(Non BOI)

The showing details of projects available for sale as at December 31, 2013

Project / Price per Unit

Type of Project / area

Single detached house Prinsiri Nawamin (Price 4.30 - 17.80 MB) Prinyada Chamchan (Price 4.30 - 9.90 MB) Siritawara (Price 13.00 - 17.20 MB) Prinyada Taaparak Phase (Price 3.50-7.00 MB) Zerene Phet Kasem Phutthamonthon Sai 3 (Price 4.79-8.59 MB) Zerene Rama 2 Thakham (Price 4.20-6.00 MB) Zeren Kakpapruck (Price 4.20-6.00 MB) Total Single detached house

Single detached 35-0-88.30 Rai Single detached 9-1-66 Rai Single detached 30-2-44 Rai Single detached 22-1-16 Rai Single detached 20-1-67.1 Rai Single detached 41-3-84.10 Rai Single detached 16-0-97 Rai

Location

Total % of Unit project value

Transferred Unit

Value (MB)

% of project value

Progress Product to be sold Project % of investment Investment % of work Value Unit (MB) project value (MB) completed value (MB)

Nawamin road

722.42

709.32

98.19

13.10

1.81

Soi Chamchan

174.30

157.14

90.16

17.16

9.84

Praditmanoonthum Road

63 1,129.68

58 1,057.66

93.62

72.00

6.38

486.67 486.67 100.00

Bangtamru road, Bangple

355.27

350.14

98.56

5.13

1.44

383.84 383.84 100.00

Liap Khlong Thawi Watthana Tha Kham Road (Phutah Bucha Road) Kallapraphruk Road

147

916.87

306.11

33.39

610.76 66.61

445.98 322.58

72.33

292 1,555.15

219.58

14.12 247 1,335.57 85.88

794.87 303.88

38.23

44.60

309.07 219.29

70.95

50.95 410 2,738.74 49.05 2,797.40 2,093.23

74.83

729.60

761 5,583.28 351 2,844.54

6.11

685.00 93.89

306.76 306.76 100.00 70.21

70.21 100.00

The Art of Living / 31

The showing details of projects available for sale as at December 31, 2013

Project / Price per Unit

Type of Project / area

Townhouse City Sense Songprapa (Price 2.14-3.15 MB) Six Nature Phetkasem 69 (Price 2.49-4.29 MB) Six Nature Viphawadee 60 (Price 3.39-4.MB) City Sense Ram Inthra - Watcharaphon (Price 2.49-3.89 MB) Six Nature Ekkachai Bangbon (Price 3.39-4.09 MB) Six Nature Ekkachai Bangbon (Price 3.39-4.09 MB) IcoNature Ram Inthra 109

Tow-story townhouse 17-1-0 Rai Three-story townhouse 15-3-5.00 Rai Three-story townhouse 16-2-0 Rai Twoe-story townhouse 16-1-60.30 Rai Three-story townhouse 15-1-88 Rai Two-story townhouse 28-0-48.50 Rai

Location

Total % of Unit project value

Transferred Value (MB)

Unit

% of project value

Progress Product to be sold Project % of investment Investment % of work Value Unit (MB) project value (MB) completed value (MB)

Songprapa Road

188

461.58

187

459.19

99.48

2.39

0.52

230.22 230.22 100.00

Phetkasem 69 Road

191

590.95

182

553.24

93.62

37.71

6.38

289.11 289.11 100.00

Viphawadee 60

171

645.27

169

632.99

98.10

12.28

1.90

289.67 289.67 100.00

Watcharaphon Road

193

551.22

191

544.30

98.74

6.92

1.26

205.95 205.95 100.00

Soi Ekkachai Bangbon 64/5 Bypass Nonthaburi Road Single detached house/ Ram Inthra 109

183

819.75

234.66

28.63

125 585.09

71.37

322.15 267.14

82.92

278

867.87

137

413.27

47.62

141 454.60

52.38

360.18 292.09

81.10

209 1,235.32

9.69

0.78

208 1,225.63

99.22

523.84 241.41

46.08

Two-story townhouse Petchakasam 69 191 590.95 182 553.24 31-1-62.6 Rai Citry Sense Bangna-trad K.m.10 Two-story townhouse Bangna-trad K.m. 10 95 229.92 84 198.25 5-1-12.80 Rai (Price 1.99-3.MB) Total Townhouse 1,699 5,992.84 1,191 3,598.84

93.62

37.71

6.38

441.64 400.66

90.72

86.23

31.67

13.77

City Sense Petchakasam

Two-story semi-detached houses 41-2-28 Rai

60.05

508 2,394.00

93.58

93.58 100.00

39.95 2,756.34 2,309.82

83.80

The Art of Living / 32

The showing details of projects available for sale as at December 31, 2013

Project / Price per Unit

Type of Project / area

Condominium The Pluse Ladphrao 44 Condominium (Price 1.29-3.80 MB) 1-2-0 Rai The Complete Radchaprarop Condominium (Price 1.79-12.08 MB) 3-3-0 Rai The Coplete Narathiwat Condominium (Price 2.38-6.97 MB) 1-0-80 Rai Bridge Phahonyothin 37 Condominium (Price 1.44-3.40 MB) 3-3-0 Rai Smart Condo Rama 2 Condominium (Price 0.69-0.99MB) 17-1-63.70 Rai The Pride Pattaya Condominium (Price 1.80-5.00 MB) 11-0-33.43 Rai Smart Condo Watcharaphon Condominium (Price 1.80-5.00 MB) 7-3-10 Rai Smart Condo On Nut Condominium (B,D,F,G,I,K) Prinsiri 5-0-18.40 Rai (Price 1.10-1.50 MB) Smart Condo On Nut Condominium (A,C,E,H,J) Prin Venture 5-0-18.40 Rai (Price 1.10-1.50 MB) Bridge Narathiwat Condominium (Price 3.69-6.05 MB) 3-0-60.3 Rai Total Condominium Grand Total (Prinsiri + Prin Venture)

Location

Total % of Unit project value

Transferred Unit

% of project value

Soi Ladphrao 44

202

320.85

98.83

3.79

Ratchaprarop Road

555 1,666.99 552 1,625.38

97.50

41.61

2.50 1,111.53 1,111.53 100.00

Narathiwat Road

185

854.15 178

808.39

94.64

45.75

5.36

472.87 472.87 100.00

Soi Pahonyothin 37

264

590.86 263

587.47

99.43

3.39

0.57

322.24 322.24 100.00

Bang Khun Thain 2,062 1,951.22 1,853 1,722.80 Road Pattaya sai 2 Road 79 275.29 63 195.94

88.29 71.17

Watcharaphon Road

724

743.51 717

728.88

98.03

Lardkabug Road

144

181.33

73.86

40.73

86 107.47 59.27

Lardkabug Road

120 155.7762

58.02

37.25

31.70

7.84

Narathiwat Road

324.64 201

Value (MB)

Progress Product to be sold Project % of investment Investment % of work Value Unit (MB) project value (MB) completed (MB) value

404.36

4,426 7,148.11 3,934 6,153.29 6,886 18,724.23 5,476 12,596.67

1.17

163.74 163.75 100.00

209 228.42 11.71 1,174.87 1,174.87 100.00 79.35 28.83

130.73 130.73 100.00

14.63

495.61 495.61 100.00

1.97

107.86

97.31

90.22

88.06

66.52

75.54

148.52 119.53

80.48

86.08 492 994.82 13.92 4,216.03 4,154.94 67.27 1,410 6,127.56 32.73 9,770.00 8,558.00

98.55 87.60

97.75 62.75

83 372.66 92.16

The Art of Living / 33

2.2 Status of Marketing and competition in 2013 Marketing Competition Strategy Based on the Company’s business strategy of product and service differentiation, with emphasis on building consumers’ confidence in the Company and its products, the competition strategies employed are as follows: 1. Products The company attaches considerable importance to the product strategy, which focuses on differentiating the products under the slogan “The Art of Family Living” to cater to various types of target customers who have different requirements (e.g., project locations, project design, house design and usable area). Products are separated by project names to allow consumers to choose residences which are directly responsive to their requirements, in order to maximize their satisfaction. The project work is meticulously controlled at all stages, from selection of the project site where land is to be bought, house designing, project and landscape designing, to material quality selection and construction, including continual product development. The Company’s products therefore enjoy customers’ acceptance and confidence as the houses are beautifully designed, with appropriate usability and the project’s green and pleasant environment. 2. Pricing The Company’s policy is to price the products at levels which are in line with market prices and competitive, comparable to other projects in the same or nearby locations. Relevant factors, such as the product quality and project costs (e.g., land, design, construction and marketing costs) are also taken into consideration. The emphasis is on giving higher value for money than products offered by other companies (for example, furnished houses ready for moving in). 3. Marketing promotion Another strategy to which the Company attaches importance is marketing promotion. It is used for competition purposes, mainly to create brand awareness, to induce demand for the products, to remind consumers of the products and to build confidence in the products as well as to enhance the Company’s good image. Marketing tools mainly used are advertising, sales by salespersons, sales promotion, direct marketing and indirect marketing. In 2011, the company conducted advertising/public relations activities through various channels to reach target customers. Details are as follows: Above-the-line strategy - Advertising through print media Advertise with Movies series “Smart Condo Rama 2” to take a different view. Many aspects of the company as a residential condominium development - Advertisement through magazines newspapers radio and Direct mail - Sending SMS with information and details of new projects to customers’ mobile phones - Advertisement through the Company website www.prinsiri.com - Advertisement through social networks; e.g., Facebook, MSN and Twitter.

34 / The Art of Living

Below the line strategy - Media advertising billboards (Cut out) by a label, according to major roads in the area surrounding the project. In order to draw the attention of potential customers those visit the company’s project. - Organizing activities for customers living in the project, to build up relationships and to create a good image for the company - Organizing booths at events such as the House and Condo Shows, and ones organized at department stores and offices, in order to publicize the company’s projects. In 2009 and 2010 the company has created a brand and communicate constantly. To achieve recognition of its products under the name “Six Nature” brand type of townhouse 3 stories and under the name “City Sense” brand type of townhouse 2 floors in 2011, the company has created a brand name. “Zerene” is the brand type of single house. In addition, in 2013 the company has created under the brand name of “Ico Nature” is a brand type of Duplexes. And under the name “PRINN” is a brand of single housing. 4. Product costs The Company focuses on keeping the costs of project development at appropriate levels in order to maintain gross profit margins and to keep its prices competitive. This cost control starts from selection of land and buying land at appropriate prices, research and development regarding selection of construction materials and fixtures and fittings which are of good quality and standard, with costs within the specified limits, development of construction techniques and technologies aimed at controlling construction costs, increasing efficiency and raising product standards. 5. After-sales services To provide customers with confidence in the products. And a part in the decision to purchase a product. Company has after-sales services for the products of the Company. - One year guarantee of the quality of the house, from the date of ownership transfer for defects of the construction, materials and fixtures and fittings Characteristics of customers and target customer groups Based on the types of products offered by the Company (housing estates and condominiums), its customers are those looking for a new residence. Different customers require different types of residences; e.g., detached houses, semi-detached houses, townhouses, home offices and residential condominiums, depending on their own preference, condition and limitations. Such customers are treated as end users. In order to enable customers to select a residence which is most responsive to their requirements, the Company offers diverse products to maximize their satisfaction and to cater to their specific requirements. The diverse customers are grouped by their income levels as follows: (1) High income group Products which the Company aims to sell to this group are detached houses for upper market, under the project name “Siritawara” and “PRINN”

The Art of Living / 35

(2) Relatively high income group Products which the Company aims to sell to this group are detached houses for middle market under the project names “Prinsiri” and “Zerene”, and residential condominiums under the project names “Bridge”, “The pride” and “The Complete”. (3) Medium income group Products which the Company aims to sell to this group are townhouses and home offices under the project names “Six Nature”, “City Sense”. And residential condominiums under the project names “Bridge”, “The Pride”, “The Complete” and “Smart Condo”. Sale and distribution channels The Company sells its products through its direct channel and through salespersons posted at project sites. In addition, the Company also dispatches salespersons to booths at events on an occasional basis. Industry and competition situations Industry situation In 2013 real estate in Thailand affected by factors that include criteria for loan-to-value Ratio. (LTV) To start on January 1, 2013 allowing operators and consumers need to be adapted. Bank of Thailand’s policy to monitor a bubble in the property sector. Shows that the real estate is growing mechanism under the supervision of banking organizations, both public and private. In addition, Mr.Samma Kitsin director of data center real estate. Concluded that the Regulations of City Planning announced on May 16, 2013. To change the land use schedule with 34 areas to accommodate large state projects that have happen and there are happening. Including mass transit system, which is the new Bangkok city plan. As strict construction of residential buildings in the alley, As a result a condominium development. Or apartment more difficult. According to the ASEAN Economic Community (AEC), the country became a significant investment. There was a movement of foreign capital to invest in real estate is the most obvious. The capital of Japan, extending to invest in Thailand. Through a joint venture with real estate development company of Thailand. Such as Mitsui Group, to joined venture with Ananda Development Group. To residential development along the train and Mitsubishi Estate Group entered into a joint venture with a group of AP (Thailand), and is expected closer to the AEC to be more capital abroad. And more vigorous in Thailand. Shortage of construction workers as a key issue of real estate entrepreneurs in the last 1-2 years, found that when a large public investment projects. Labor shortages are even more severe. It is expected that in 2014 there will be a movement of entrepreneurs in the construction of prefabricated technologies to reduce labor issues. However, the current political protests against the government of the People’s case. amnesty Act That led to the dissolutionof parliament . Result in a larger project including the Act to borrow 2 Billion baht for the construction of public transport across the country, including high-speed rail project. Or HSS trend to delay the inevitable made in 2014 will be driven by a lack of large-scale projects to boost the economy. And real estate sector (Source: CNN posted Issue December 24, 2013. Overview Property in 2013 the Agency for Real Estate Affairs Co., Ltd was found to have the properties for sale 121,139 units valued at 353,145 MB. , the proportion of the number of residential projects equal was 99.8 % of the total.

36 / The Art of Living

Price Range (mil Baht) <0.501 mil. 0.501-1.000 1.001-2.000 2.001-3.000 3.001-5.000 5.001-10.000 10.001-20.000 <20.000 Overall Proportion <0.501 mil. 0.501-1.000 1.001-2.000 2.001-3.000 3.001-5.000 5.001-10.000 10.001-20.000 <20.000 Overall Proportion

Detached Duplex

272 906 6,103 2,369 907 363 10,920 9%

526 2,445 23,779 15,073 11,874 9,377 63,074 18%

Total No. Of Units Town- Shop Condo- Allocated Total Other house house minium Land Residential RE. 11,276 33 33,009 44 15,033 763 13,546 583 4,688 54 1,134 305 25,547 1,477 78,981 21% 1% 65% Development Value (mil.Baht)

11,371 7 46,998 25,605 25,665 8,553 2,095 668 7 120,955 0% 99.8%

365 5,124 6,255 2,022

66 22,273 18,576 15,292 3,626

13,766 4%

59,832 17%

8,803 12 73,701 63,087 101,027 56,263 28,461 19,652 12 351,053 0% 99.4%

190 1,942 1,565 326 4,023 3%

95 13,487 7,680 3,698 587

66 112 3,284 4,025 685 8,172 2%

8,797 50,559 36,830 52,417 31,516 15,903 10,275 206,197 58%

Total

8 70 96 10 184 0.2%

11,371 46,998 25,605 25,673 8,623 2,191 678 121,139 100%

26 580 1,257 229 2,092 0.6%

8,863 73,701 63,087 101,053 56,843 29,718 19,881 353,145 100%

Source: Agency for Real Estate Affairs (AREA)

Value of our properties, all of the year 2013 the number of units offered for sale as condominiums, 78,981 units or 65 %, worth 206,197 MB, followed by Town House 25,547 units or 21% of the total value of 59,832 MB of 3 SDH 10,920 units, representing 9% of the total value of 63,074 MB addition, the homes and commercial buildings, 5,680 units or 4.7% of the total value of 21,938 MB. Which considering the price and value of projects in the category condominiums, townhouses and house will be found. Condominium price 3-5 MB, worth 52,417 MB or 25%, followed by the unit price 1-2 MB, worth 50,459 MB, representing 24% which represents 49% of the total. Total value of the project, And found that condominiums priced between 2-3 MB, worth 36,830 MB, accounting for 18%

The Art of Living / 37

For townhouses found that the level of 1-2 MB, worth 22,273 MB or 37%, followed by price 2-3 MB, worth 18,576 MB or 31% of the house price is 3-5 MB, worth 15,292 MB or 26% It is found that house price 3-5 MB, 23.779 MB, accounting for 38% of second level 5-10 MB, worth 15,073 MB, representing 24% of the price level is 3. The project is price range 10-20 MB., worth 11,874 MB or 19% Price Range Detached Duplex (mil Baht) <0.501 mil.Baht 0.501-1.000 1.001-2.000 1.935 1.919 2.001-3.000 2.698 2.639 3.001-5.000 3.896 3.997 5.001-10.000 6.363 6.203 10.001-20.000 13.091 <20.000 25.832 Overall 5.776 3.442 <0.501 mil.Baht 0.501-1.000 1.001-2.000 2.001-3.000 3.001-5.000 5.001-10.000 10.001-20.000 <20.000 Overall

6% 12% 9% 10% 8% 7% 9%

Average Units Price (mil.Baht) Town- Shop Condo- Allocated Total Other house house minium Land Residential RE. 0.690 1.651 2.419 4.135 6.177 2.342

22% 12% 15% 6%

12% 16% 21% 11% 18%

13%

17%

2.551 4.304 6.904 12.681 5.533 Sales ratio 15% 91% 46% 28% 72% 41%

0.780 1.529 2.450 3.872 6.723 14.023 33.688 2.611

62% 58% 49% 50% 50% 48% 32% 55%

1.750

43%

0.779 1.568 2.464 3.936 6.578 13.585 29.419 2.902

62% 45% 37% 32% 34% 31% 19% 41%

Total

3.290 8.287 13.094 22.900 11.372

0.779 1.568 2.464 3.936 6.592 13.564 29.323 2.915

25% 17% 21% 70% 22%

62% 45% 37% 32% 34% 30% 19% 41%

Source: Agency for Real Estate Affairs (AREA

Average selling price of all types in the whole of 2013, with unit selling prices of 2.92 MB, with the average selling price of house 5.78 MB Commercial 5.53 MB, Twin 3.42 million baht 2.34 MB and condominiums 2.61 MB, respectively. Concluded that by 2013 the proportion of sales of all home types accounted for 41 % of all proportion to the sales of condominiums , commercial buildings , townhouses and detached houses accounted for 55%, 41 %, 17 %, and 13 %, respectively . With the sales up (Not counting commercial buildings, Where the number of units less than 1% of the

38 / The Art of Living

total) of the projects in the price range 0.5-1 MB , 1-2 MB, 3-5 MB and 5-10 MB , accounting for 62 %, 58 %, 50% and 50 %, respectively, indicating that the market demand for condominiums priced down to the residential and investment or speculation. Mr.Samma Kitsin director of data center real estate. The Government Housing Bank. In year 2014 seen as the real estate sector. Risk factors are to delay infrastructure investment by the government. This will cause a shortage of labor. And contractors are not serious about this. Interest has a positive impact on the property sector. And expect the direction of development of real estate entrepreneurs. Finally rise up to avoid the risk of condominium sales in this economic fluctuation. Since condominium will recognize revenue when the construction is completed, Which requires in 2-3 years while the SDH, Townhome and Townhouse will recognize revenue faster. While Mr.Chatchai Payuhanaveechai Vice President of Kasikorn Bank of Thailand. Identified as likely Mortgage 2014 is expected to grow 9% in 2013 is expected housing loans outstanding to 2.44 trillion baht, up from the previous year’s 9.5% growth rate decreased. As a result of the increasing debt burden of consumers make housing loans are contraction. The overall real estate market in 2013, growing by 5-7% and in 2014 this will be expanded in the fall to 5% by the provincial housing market is emerging urbanization as a general distribution encourage market growth. As the interest rate expected that the bank of Thailand (BOT), still trying to freeze the interest rate at 2.25% until the middle of the year. The global economic situation has improved. It will also raise the interest rate on the Mortgage borrowers will face the inevitable in 2014 is the subject of the stricter lending of the commercial banks. Because if the overall situation will not be clear, banks are sifting through more customers than usual, so stuff Mortgage Borrower is required to prepare. 1) The financial discipline 2) Shows a clear source of income . For independent professionals Trade or profession They must try to account in the form of monthly deposits. It is important that no other debt. Which will lead to increased costs (Source: Bangkok Post January 3, 2014) Potential for competition With knowledge and skills, competence and experience which the Company has accumulate over an extended period of time, it is now a real estate developer well known among consumers. Its focus on the excellence of its products and services under the slogan “The Art of Family Living” ensures that its products are of good quality, all the details are dealt with meticulously and in perfect harmony, and all the materials are carefully selected for every single component of the house. With acceptance and confidence from the customers which it enjoys, it has high potential for competition. Its competition potential is also supplemented by the following factors: (1) The Company has been continuously conducting product research and development in order to improve the quality of its products, with emphasis on designs which fulfill customers’ requirements in terms of usability and modernity. (2) The Company won the “Awards of Merit” for house designs in 2001 and 2004 presented at Pacific Coast Builder Conference (PCBC) in the USA. It was also awarded an honorable mention for “the 2007 Best Energy-Saving Home Awards” from the Department of Alternative Energy Development and Efficiency Ministry of Energy. The Company sees significant energy and commitment to the environment, development of performance and environmental performance simultaneously. Efforts to reduce environmental impacts in all processes. Cover from the manufacturer. Until the products and services. The good quality of life of employees, contractors and the communities surrounding the project. etc.

The Art of Living / 39

(3) The Company has a policy to differentiate its products and services for competitive advantage. (4) The Company can defectively control construction costs through several measures: e.g., by purchasing management. Hiring to keep up with demand, development of construction techniques and technologies, having a subsidiary (Grow Yotha Group Company Limited) engaged in supplying construction materials to the Company and the contractors (5) The Company has launched marketing promotion activities continuously to create brand awareness in order to induce the demand for its products, to build up confidence in the products and to create a good image. (6) The Company places emphasis on after-sales services to enhance customers’ confidence in its products, which is considered a key factor for their buying decision. Industry trends and future competition Of the competition between operators. Stringent lending policies of financial institutions. Including economic and political May result in delaying the decision to purchase housing. The company has considered the factors that impact and business opportunities both directly and indirectly. To adapt strategies to fit by considering factors such as: 1) Changes in measures of bank interest rate. About the criteria of real estate LTV. As well as the rules of the lending program. Retail To the company’s marketing and sales strategies accordingly 2) Investment plans, transportation infrastructure development of the country declared. “National Agenda” The government plans to develop high-speed rail project “HSS Trend” 4 lines of the project has been the investment of more than 783,229 MB, Consist: High Speed Train Bangkok - Changmai Bangkok - Nong Khai Bangkok - Padang Bezar Eastern Line Expansion of Airport link to Chonburi-Rayong

Distance (K.m.) 45 615 982 221

investment budget (MB) 387,821 170,450 124,327 100,631

Source: Based on Thairath Online November 22, 2013 (www.thairath.co.th)

There is also a project of the State Railway of Thailand. The plan since 2010, but the present. No progress of the project consists of: Transit (Twins Rail) During Chachoengsao-Klong Sibkarow- Kaeng Khoi During Lop Buri - Pak Nam Pho During Mab Kabao - Thanon Chira Junction Railway During Nakorn Pathom - Nong Pla Duk Junction - Hua Hin During Thanon Chira Junction Railway - Khon Kaen During Prachuap Khiri Khan - Chumporn Source: Based on Thairath Online November 22, 2013 (www.thairath.co.th)

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Distance (K.m.) 106 118 132 165 165 165

Of the government projects mentioned above. In addition to the price of land development projects in line with the prices then. When construction began The company expects to make construction materials increased. The demand for labor is high. The Company must prepare for the impact on business. This is consistent with the view of Knight Frank to see that trend construction price forecast raised up to 5-7% next year. If the government started a project at 2 MB. The investment is expected to be negative about real estate. Controversial issue of labor increasing labor shortage (Source: Komchadluek News December 9, 2013). 3) Rapid transit project this will cause the demand for building materials and labor. Then there are positive factors. The community is expanding. Rapid expansion of housing. The Company therefore has an interest in monitoring the progress of projects following 10 lines as fallow: MRT Project

Route Thamasart Rangsit - Manachai

Read Line

Red lignt line

Airport Link extension Violet Line

Green Line

Blue Line extension

Distance (K.m) 80.8

BangSue - Hualampong Station

6.5

Hualampong Station - Bangbon Bangbon - Mahachai Bang Sue - Thaling Chan Bang Sue- Rajwithi Phayathai Makkasan Duration Makkasan - Ramkhumhaeng - Hua Mak Taling Chan-Charan Sanit Wong Thonburi - Siriraj Taling Chan-Ban Chimple Kanjanaphisak-Salaya

18 20 15 9 10

Phayathai - BangSue - Donmuang

21.8

BangSue - BangYai

BangSue - Ratburana

19.8

Baring - Samutprakarn

12.8

Mo Chit - Sa paan mai Samutprakarn - Bangpu

11.4 7

BangSue - BangPra

The Hua Lamphong - Bangkae Bangkae - Putthamonthon 4

14 8

Status Expected to open by the year 2017, while the second contract the Rangsit - Thammasat University 10 km to tender in 2013 and scheduled to open for service in 2018. Open auction to the year 2013 this year. and open in 2018. The project will start after the year 2019

Bid will be opened in 2013 and is expected to be completed by the year 2018.

14 Has been approved Environmental Impact (EIA) is expected to open bidding in 2013 and is expected to open in the year 2017. Is the path of progress For service to be completed in 2015-2016 Expected to open bidding in 2014 Before signing the contract and before construction starts and then 10% Bid will be opened in 2556 and is expected to be completed by the year 2018. Construction progress to 30% and will open in 2016 Under construction Expected to open in 2016 The project will start after 2019. The Art of Living / 41

Distance (K.m)

Status

Chara Sanit Wong-Cultural center

12.5

Culruel - Bangkapi Bangkapi - Minburi

9 11

Allocation under expropriation area. Cannot forecast the budget.

Pink Line

Karai - Pakkred - Minburi

Yellow Line

Lardprow - Bangkapi Bangkapi - Samrong

12.6 17.8

Taksin - Bang Wa

5.3

The Stadium - Yodsane

MRT Project Orange Line

Green light line

Route

Expected to open for bidding in 2014. Expected to open bidding in 2014 and will start at 2017. Expected to be in 2014 auction scheduled services in 2019 Expected to continue in the next phase after the year 2013 Expected to continue in the next phase after the year 2019

Source: Based on Thairath Online November 22, 2013 (www.thairath.co.th)

From above, we found that the 10 line projects currently under construction at the various stations. It is expected to open gradually from year 2015-2016 and is expected to open in full this year. We see that in 2018 Land in the metro area have the potential to develop more housing, the companyâ&#x20AC;&#x2122;s purchases of land in a suitable location for development. Both horizontal and vertical expansion of the train stations. And to meet the housing needs of the residents in the future. 4) Predictions competition intensified in 2014 , although in Q4 2013 Bank of Thailand ( BOT ) will reduce its policy rate by 0.25 % as well as reducing personal income tax, of the government was not conducive the decision to purchase residential a lot. Because consumers are not buying, While the real estate projects Construction was completed two years before prices rise as high as 25 % (source: Komchadluek News December 9, 2013) , the Company expects that real estate is a competition intensifies. To ensuring consumers from floods in late 2011, found that consumers will choose to buy more homes. Due to concerns over the potential for a disaster. What makes an entrepreneur in the real estate industry to adjust project format, aresidential flat. The company is considering the project location. The project includes a system to prevent flooding. To reassure of the consumers. 5) To ensuring consumers from floods in late 2011, found that consumers will choose to buy more homes. Due to concerns over the potential for a disaster. What makes an entrepreneur in the real estate industry to adjust project format, a residential flat. The company is considering the project location. The project includes a system to prevent flooding. To ensure for the consumers. 6) Occasions of the United States advanced to the AEC in late 2015 by the United States government and the private sector is expected to benefit from the ASEAN Economic Community (AEC). Because the country is located in the upper center of the region (Laos, Cambodia, Myanmar, and Vietnam), which is likely to be more sensitive to the AEC in the year 2015 in terms of business, trade, tourism and other businesses. Associated with the province along the border, The property market in Thailand has grown noticeably over the past year. In addition, the Mr. Surachate Kongcheap Deputy Director of Research at Colliers International Thailand said: in Bangkok and nearby provinces, the continuing growth will continue in the future because Bangkok is the Centered mainly on investment and doing business in Thailand. The back in office markets are more attractive after the office rental increased a lot during the year. 2011-2013. In addition, the residential project has launched several new projects in some provinces in the country particular project. In addition, provincial and provincial seaside Changmai, Khon Kaen and Udonthani Province has become 42 / The Art of Living

a new target for the development condominium project. “In Bangkok, the BTS extension” Will be key in driving the development of more housing projects. Moreover, in many provinces, especially provinces and the economic importance of each of the projects that are under construction and are scheduled for completion during the year. The 2013-2015 “Surachate said” (source: country on December 12, 2013). 7) Following the economic trend continues. Research by the University (Bangkok Poll) and the Faculty of the Economics, University of Bangkok. Opinion survey of leading economists from 29 places of the 62 people on “2014 The Economic Forecasts” found that. The Economists estimate that 75.8 % of global economic trends in 2014 has expanded over the years this way. A growth rate of 3.6 %, while 82.3 % of Thailand’s economy on this year is expected to improve in the same direction. It can also expand by 4.3 % to 61.3 %; economists expect inflation in the range of 2.1-3.0 %, 45.2 % expected by the year 2014. However, economists expect that the factors that will affect the economic Thailand 2014 primary; 1) 80.6 % politics / protests / stable government. 2) 66.1 % global economies as a whole. 3) 59.7 % Ability to compete in world markets for Thailand. and 4) 58.1 % of household debt to Thailand. (Source: ThaiRath online November 4, 2013) Make the company aware of the impact exterior and severity affected. 2.3 Sourcing of products and services For all construction projects, the Company is the project developer and owner, from the stages of land purchase, house and project designing, application for a land allotment permit, and a construction permit, execution of the construction, quality control and quality checking, sales, to after-sales services. The construction time varies from project to project, depending on the category, size and model. Time required for construction of different types of residences is as follows: 4-6 months for a detached house, 4-8 months for each row of townhouses or home offices, and 8-18 months for a condominium building. Production policy The Company’s policy is to increase or decrease its capacity in proportion with consumers’ demand in each project. As the Company hires contractors to execute the production, capacity can be increased by hiring more contractors if the demand increases. In order to control the quality and standard of the construction, the Company has adopted the following measures: (1) Specification of construction and material standards for contractors. (2) Holding a meeting with contractors to agree on the construction schedule before the work begins. (3) Having in place a project engineer and a foreman at each project site to oversee the construction execution and inspect the work of contractors. (4) Having in place a quality control team to inspect the quality of all the construction work to ensure that it is up to specified standards. Land purchases Land is obviously a very important component of a development project, representing 20% - 30% of the total production cost. In purchasing land the Company’s policy is to select land with potential for immediate development. Factors taken into consideration when selecting land are the location, the price, the town plan, legal restrictions, the direction of

The Art of Living / 43

residential area expansion, the direction of the urban area expansion, and the competition, etc. The Company purchases land through such channels as land brokers, land owners and the Companyâ&#x20AC;&#x2122;s own staff. In order to ensure success of the land purchase, a feasibility study is always conducted before the purchase is made. The feasibility study report is presented to the Executive Board for approval of the purchase. Selection and hiring of contractors The Company hires contractors to execute the construction. A project manager, a project engineer and a foreman who are Company employees are posted at the project site to control the work of the contractors to ensure that it is on schedule and meets the specified standards. Selection of new contractors is based on experience, past performance and quality and the financial position, etc. Records of contractors who have been contracted in the past are kept as databases (e.g., information about their work and the results of the performance appraisal). The information is used when hiring them for new projects. Presently, the Company has about 80 contractors, which makes it confident in the capacity to handle construction work and to accommodate the increasing volume of construction work in the future. Table showing the proportion of construction values to the total value of construction and material purchases Item. Item Proportion of construction value of major contractors (percent) Number of major contractors

2011 32.34 1

2012 7.05 1

2013 10.32 1

Note: Major contractors are ones whose construction value is greater than 10 percent of the total value of construction and material purchases

In 2012, the Company has accounted for the construction and purchase of contractors through one more than 10 per cent of the gross value of construction works and purchase of goods, is 1 constructor, the Power Line Engineering Public Company Limited (Thailand. ), the main contractor on the project smart Condo project Watcharapol with 746 MB. In 2013, the Company has accounted for the construction and purchase of contractors through one more than 10 per cent of the gross value of construction works and purchase of goods, is 1 constructor, the Max Miles Development Company Limited the main contractor on the project smart Z On Nut, project City Zense Watcharapol, Pinn Ratchapruk and Ico Nature Raminthra 109 with 746 MB. As of December 31, 2013 the sales value of construction works and purchase of contractors for more than 10 percent of the gross value of construction works and purchase a total of 1, namely Panda Development Limited, which is the main contractor on the bridge project Sathorn - Narathiwat. The project, which is worth about 74.6 MB. Purchases of construction materials and fixtures and fittings The Company attaches great importance to the quality of the products. Therefore, construction materials and fixtures and fittings are selected carefully to ensure that they are appropriate and are of good quality and standards. Prices are supplementary factors for consideration. Major construction materials are driven piles, steel, concrete wire meshes, roof trusses, roof tiles, floor and wall tiles, and sanitary ware.

44 / The Art of Living

Procurement of construction materials and fixtures and fittings are in two categories, as follows: (1) Construction materials procured by the contractors As the Company hires the contractors to execute the construction; they are required to procure some items of the materials used. The qualities and details of the materials must meet the Companyâ&#x20AC;&#x2122;s specifications. (2) Construction materials and fixtures and fittings procured by the Company Most of the construction materials and fixtures and fittings procured by the Company are items which have to be used in large volumes or have to be purchased from specific suppliers, requiring a long period for order placement. Procurement by the Company enables the Company to keep construction costs at appropriate levels. It also lessens the burden of the contractors as they do not have to handle the procurement themselves. Presently, the Company orders construction materials and fixtures and fittings from about 200 domestic suppliers. Prior to placing an order, the Company estimates the volumes required and an order is then placed in accordance with the estimate. The Company has the supplier deliver the goods in progressive amounts and bill the Company in accordance with the actual requirements. In 2011, there was one major supplier whose billings for construction materials and fixtures and fittings exceeded 10 % of the total value of the Companyâ&#x20AC;&#x2122;s construction work as the Company purchased construction materials from this company, Modern Form Group Company Limited, which is its installed the furniture in the Smart Condo Rama 2, which is estimated at approximately 1,800 MB and the Smart Condo Watcharaphon, which has been valued at more than 746 million, respectively. In 2012, with the major players 1 is proportion to the purchase of building materials for more than 10 % of the value of construction in progress of the company, including its Concrete line Company Limited and accessories is the SB Furniture Company Limited. And Modern forms a group (PLC.), which is the company that installed the furniture. As ended 2013 with major vendors as one supplier has purchased building materials for more than 10 % of the value of construction in progress of the company. Include the Four Summit Co., Ltd. and the accessories including SB Furniture Co., Ltd. this incorporated the installation of furniture. Impact on the environment None of the housing estate projects carried out by the Company was on an area exceeding 100 rai. The projects were therefore not subject to the requirements of the environment laws. However, in order to promote conservation of the environment, the Company provides a wastewater treatment tank for each house and at the clubhouse of each project so that water is properly treated before being drained into a public sewer. Tall and moderate size residential condominium buildings with 80 units or more are governed by the environment law. The Company applies for construction permit from the Office of Natural Resources and Environmental Policy and Planning and is required to submit an Environmental Impact Assessment Report to the Office. If the Office is of the opinion that project for which a permit is sought has no environmental impact, a permit is then issued. The Company had no disputes in environmental matters in the past.

The Art of Living / 45

2.4 Houses not yet delivered The following are details of units reserved but ownership has not been transferred, as at December 31, 2013. Table showing the number of units reserved but ownership has not been transferred and their values Product type Housing estates Residential condominiums Total

Number of projects 19 8 27

Number of units 210 195 405

Value (MB) 810.21 389.97 1,200.18

As ended 2013, there were 27 projects has not delivered value for the project, including revenue from the sale of the property are as follows: (1) Eleven housing estates projects (210 units with a total value of 810.21 MB) as the Company has now adopted a semi pre-built house policy, building and selling houses at the same time. (2) Fourth residential condominiums (195 units with a total value of 389.97 MB) Research and development As competition in the real estate industry becomes more intense and the consumer behavior is changing, research and development now plays important roles in marketing products. The Company places more and more importance to research and development in order to respond directly to customers’ demands in various areas; e.g., the project design, the project plan, the house design, usability, the location, and selection of construction materials and fixtures and fittings which are suitable for each project. The Company’s research and development are in the following areas: 1. Development of the product designs and quality control in order to satisfy consumers’ requirements, with emphasis placed on models which provides greater usability, modernity and quality, and better standards in harmony with the environment for better living. 2. Selection of construction materials and fixtures and fittings from both the engineering and architectural perspectives. Emphasis is placed on modernity, suitability, harmony, good quality and good standards. In addition, the Company cooperates with manufacturers of construction materials in developing materials for use in its projects. 3. Development of construction techniques and technologies in order to enhance construction. In 2009, the Company has the technology to build a Tunnel formwork used for construction townhome project Prin Watcharpol, Six Nature Kanlapaphruek which is the main building in the town home to launch. And Pre-fabrication Smart Condo project 2010 and has studied construction technology systems. Prefabrication intermediate for the construction of houses. The company applied for the construction of detached houses in 2011, conjunction with the construction of the brick facing. In addition, the Company conducted research on customer’s’ requirements to obtain information for use in product development and selection of construction materials and fixtures and fittings. The research was designed to suit each focus group. It also constantly monitors the market condition and movements of other operators.

46 / The Art of Living

The Company has experienced staff to conduct product research and development. To Collect customer information in various formats. Combined with information from third-party research. As a result, the company’s products in a project, each project is customized to suit different project location, size of the project area. And customer needs. The company’s expenditure of research and development. It is in the salaries of employees in departments such as research and development related to product development. The marketing departments, etc. In the future, the company plans to improve and modernize their information technology systems (SAP). And support the growth of the company in the future. It preparing in 2013 and is expecting to launch in 2014. The company also has appointed the advisors who are expert in the implementation of the process to work. As a consultant in process improvement works in 2013 - 2014 to support working with SAP systems and operational agility, effective. Clarity in their work and be able to monitor and control operations to ensure compliance with company policies better. The Future Projects As 2012, the Company and the subsidiaries had 26 projects on sale, with a total value of approximately 19,018.62 MB (the total value of units sold was 13,163.36 MB and the total value of units for sale was 5,744.86 MB). Four new projects were launched in 2013, with a total value of approximately 3,254.88 MB. And the six projects will be launched in 2013, with a total value of 6,515 MB. Details are provided below: Projects to be launched by the Company Project PRINN Ratchaphruk Six Nature Soi Phraya Suren 24 Ico Nature Thiantale Corazon Prachachean Bridge Rattanathibej City Sense Phraya Suren

Project type/ Area (Rai)

Location

Units*

Estimated* project value (MB) 2,400

Estimated Launch date

SDH

Ratchaphruk Road

178

Q 1/2014

Town home

Soi Phraya Suren 24

152

560

Q 2/2014

Sami-Detach house Town home Condominium Town home Total*

Thiantale Rd., Rama 2 Prachachean Road Rattanathibej Road Phraya Suren Road 30

276 110 570 243 1,529

1,300 550 1,200 505 6,515

Q 3/2014 Q 3/2014 Q 4/2014 Q 4/2014

*By approximation

In 2013 the Company plans to purchase the land. The total value of approximately 1,000 MB In 2014 Company plans to purchase the land and for development projects in the Single House, Townhome and Condo Condominium. Land for investment As ended 2013 the Company’s investment in land and property development is one unit. At the Soi Watcharapol, Tharang, Bangkhen Road 18-3-58.0 Rai. plantation area is estimated at January 14, 2013 was 362.78 MB.

The Art of Living / 47

Risk factors 1. The risk of fluctuations in material prices and a labor shortage Construction materials are major raw materials for project development. The main construction materials in recent years were adjusted prices increased. Due to several factors such as raw material prices have been adjusted prices, the flood disaster which manufacturers cannot produce construction materials. Include the construction of large utilities sector. Resulted in the demand for building materials and labor more. These factors resulted in a shortage of building materials and labor, resulting price increase. The Company cannot make sudden price increases. Considering the selling price of products even if prices can be changed, the number of units sold may be affected. Therefore, the volatility of construction material prices could affect the cost structure and thus profitability of the Company declined. However, for materials provided by contractors, the contract value already includes the cost of construction and such materials. For materials procured by the Company, since the Company has high bargaining power in its negotiation with suppliers, it can still keep the costs of materials at appropriate levels by planning construction and estimating the quantity of each material for the whole project and placing orders according to the estimates through its subsidiaries. 2. Risks form the policy regarding land procurement for future project development The policy of the company is to buy land with good potential for immediate project development. In other words, the Company does not have a policy to accumulate land (creation of a “land bank”) for future development. This is because the company does not want to be bearing the burden of cost too much. The increasing competition in the property business, as witnessed by the increasing numbers of projects launched, has led to competition for land in good locations among developers, which might expose the Company to risks resulting from land price increases or from the inability to procure land in such locations which will in turn result in higher costs of project development. Nevertheless, the company has a land procurement plan for project development in each year. As the plan is mapped out well in advance, the company has ample time to procure land with good potential for development for future projects and can still keep land costs at appropriate levels. Besides, it has long relationships with a large number of land brokers who have done business with the company. Who will be select land in good locations at appropriate prices for offering to the Company. 3. Risks form commercial banks’ credit extension policy In general, commercial banks have a relatively strict policy with regard to credit extension in order to prevent bad debts in the financial sector. In particular, the Bank of Thailand took a measure requiring home buyers to make a deposit of10% of the value of the house to prevent speculation. Such policy reflects their prudence in managing the business amidst the risks induced by the global financial crisis. Their concern over the quality of loans and the rising trend of interest rates forecast for 2012 increased the possibility of the customers’ failure to take out a housing loan from a commercial bank to settle the outstanding amount due on the ownership transfer date, which might affect the total amount of ownership transfers and thus the company’s profitability. Remain simply measures the first home of the government and the Bank to be extended again until June 30, 2013 with the Bank of Thailand will announce the total amount of credit on the price of the home (LTV) 95% for real estate. Horizontal type on January 1, 2013 will allow the company to face the problems of the real estate. Factors will continue to be the ongoing. And impact on the economy of the country and continues to be a factor in the decision of consumers to buy real estate in 2013.

48 / The Art of Living

Because of this particular issue, the company has been monitoring the general economic situation and the credit extension policy of commercial banks which may affect its operation. Strategies are adjusted in accordance with the changes. Customers are also pre-screened before loan applications are made to commercial banks. In addition, the company has sought cooperation from commercial banks in speeding up the process for its customers applying for a loan.

The Art of Living / 49

Asset used in the business Assets of the Company 1. Inventories Land and buildings for sale in various projects of the company has hired a company to get approval from the Securities and Exchange Commission. The market valuation approach for the valuation of land. And to compare prices and replacement cost for land and buildings.

Item

As at December 31, 2013 the Companyâ&#x20AC;&#x2122;s projects already in progress. Details are as follows: The table shows the projects / assets operate Valuation (MB) Valuation of updating Value at Updating (1) Evaluation land buildings Total(2) Asset Project December 31, Land Buildings Total evaluation Ownership day mortgage evaluation 2013 (MB) (MB) (MB) Prinsiri Public Company Limited 1 LAND Bridge Condo Ratanatibet 310.60 186.60 186.60 346.35 Prinsiri Oct 19, 10 -35.75 11-0-50.90 Rai Bang Kra So, Nonthaburi 2 LAND Zerene Thakham (Thakham 1) 406.97 235.60 235.60 401.20 Prinsiri July 20, 10 5.77 68-1-54.80 Rai Thakham, Bangkhunthian, Bangkok 3 LAND City sense Watcharapol (Zone E) 4.06 123.94 221.42 345.36 8.90 Prinsiri Aug 5,13 -4.84 16-1-60.30 Rai Watchanrapon, Tha Raeng, Bangkaen, Bangkok 4 LAND and buildings Bridge Satorn-Narathiwat 227.44 129.71 110.79 240.50 231.03 Prinsiri Dec 19, 13 -3.59 0-3-60.3 Rai Naradhiwas Rajanagairndra Rd.,Chong Nonsi, Yannaya 5 LAND City Sense Bangna-Trad Km.10 9.42 31.23 96.92 128.15 12.84 Prinsiri May 18, 13 -3.42 10-0-60 Rai Bangphli Yai, Bangphli, Samutprakarn 6 LAND Six Natrue Petchakaseam 69 12.08 108.30 108.30 5.44 Prinsiri Oct 26, 09 6.64 15-2-63 Rai Nong Khang Phlu, Nongkeam, Bangkok The Art of Living / 50

Item

Asset

7 LAND 30-01-68 Rai 8 LAND 21-0-59.4 Rai 9 LAND 15-1-88 Rai 10 LAND 28-0-47.2 Rai 11 LAND 62-2-51.4 Rai 12 LAND 26-3-77 Rai 13 LAND 41-2-28 Rai 14 LAND 38-0-3 Rai 15 LAND 1-0-92.9 Rai 16 LAND 35-0-45.04 Rai

Project Zerene Phuttha Monthon Sai 3 Liap Klong Thawi Watthana Rd., Lak Song Phasi Charoen. Bangkok PRINN Satorn-Ratchaphruek Ratchaphruek Rd., Ban Chak, Nong Khaem, Bangkok Six Nature Akechai-Bangbon Akechai-Bangbon 64/5 Banbon, Bangkhunthien. BKK City Sense Ratanatibet (Rewadee) Phibun Songkhram Rd., Soi 13 (Rewadee), Nonthaburi Ico-Nature Thian Thale 19 Soi Thian Thale 19, Bangkhunthien, Bangkok Phet Kasem 69 Liap Khlong Phasi Charoen. Liap Khlong Phasi Charoen, Nong Khaem, Bangkok Ico-Nature Ramindra (Phraya Suren 109) Soi Ramindra 109, Bang chan, Minburi Song Prapha 22 Pracha Uthit Rd., Si Kan, Donmuang Thapra District. Thapra area, Bangkok Ico-Nature Ratchaphruek-Pak Kret South Laem Yai, Pak Kret, Nonthaburi

Valuation (MB) Valuation of updating Value at Updating (1) Evaluation land buildings Total(2) December 31, Land Buildings Total evaluation Ownership day mortgage evaluation 2013 (MB) (MB) (MB) 354.48 279.85 253.93 533.78 362.60 Prinsiri Dec 24, 10 -8.12 871.19

439.57

295.43

439.57

800.40

Prinsiri

Sep 19, 11

70.79

185.60 277.95

463.55

297.23

Prinsiri

Sep 6, 11

-1.80

249.89

266.60

248.54

Prinsiri

May 4, 11

1.35

244.28

181.60

270.37

Prinsiri

Sep 14, 11

-26.09

116.37

118.55

Prinsiri

Apr 2, 13

-2.18

494.07

235.00

471.41

Prinsiri

Jun 9, 13

22.66

105.00

0.00

Prinsiri

Not evaluated

0.00

48.17

0.00

Prinsiri

Not evaluated

0.00

224.47

0.00

Prinsiri

Not evaluated

0.00

The Art of Living / 51

Item

Asset

Project

Prinsiri Public Company Limited 17 LAND Zerene Kanlapaphruek (Kanlapa;hruek 2) 16-0-97 Rai Kanlapaphruek Intersection, Bang Kae, Bangkok 18 LAND Six Nature Ramindra (Phraya Suren 24) 12-0-0 Rai Soi Phraya Suren 24 (Soi 1) Bang Chan, Khlong Sam Wa 19 LAND Smart Z On Nut 2-2-9.5 Rai Lat Krabang Rd., Lat Krabang, Bangkok 20 LAND Corazon. Pracha Chuen (Lhlong Prapa) 14-2-83.9 Rai Bang Talat, Talat Khwan, Nonthaburi 21 LAND BKK-Nonthaburi 3-56.40 Rai South Bang Khen, Bang Sue. Bangkok 22 LAND Inthapat 9 0-3-70.6 Rai Lak Song, Bang Kae, Bangkok 23 LAND Taling Chan (Suan Phak) 70-0-31.5 Rai Taling Chan, Bangkok. 24 LAND Hun Hin. A.Hua Hin, 18-1-87.3 Rai Prachuap Khiri Khan Province 25 LAND Ramindra 117 Bang chan, 22-0-34.8 Rai Khlong Sam Wa, Minburi, Bangkok. 26 LAND City Sense Salaya. Salaya, 37-2-57 Rai Nakhon Chai Si(Mueang), Nakhon Pathom

Valuation (MB) Value at Updating December 31, Land Buildings Total evaluation(1) Ownership 2013 (MB) (MB)

Valuation of updating Evaluation land buildings Total(2) day mortgage evaluation (MB)

347.24

155.90

367.05

Prinsiri

Aug 8, 11

-19.81

179.43

85.69

181.12

Prinsiri

Jan 3, 13

-1.69

66.51

44.25

47.90

Prinsiri

Feb 6, 12

18.61

236.04

217.00

247.10

Prinsiri

Mar 23, 12

-11.06

0.00

Prinsiri

Not evaluated

0.00

48.81

137.91

125.09

138.27

Prinsiri

April 2, 13

-0.36

536.59

518.60

Prinsiri

Mar 21, 13

17.99

0.00

Prinsiri

Not evaluated

0.00

137.67

100.82

90.53

116.13

Prinsiri

Jun 13, 13

-15.31

183.18

180.68

190.07

Prinsiri

Oct 1, 13

-6.89

The Art of Living / 52

Item

Asset

Project

27 LAND Smart Condo Salaya. Salaya, 7-2-53.8 Rai Nakhon Chai Si(Mueang), Nakhon Pathom 28 LAND ABAC Bangna 10-1-86.9 Rai T.Bang bo district, Samutprakarn 29 Other finished products 7 Projects Total Prinsiri Public Company Limited

Valuation (MB) Value at Updating December 31, Land Buildings Total evaluation(1) Ownership 2013 (MB) (MB) 87.19

66.61

118.55

Prinsiri

Valuation of updating Evaluation land buildings Total(2) day mortgage evaluation (MB) Oct 1, 13 -31.36

119.12

94.14

119.12

Prinsiri

Sep 12, 13

0.00

0.00 3,623.77 221.42 5,061.65 5,618.76

Prinsiri

Not evaluated

0.00 -28.45

111.48 6,265.91

Prin Venture Company Limited 1 LAND Smart Z On Nut 42.51 0.00 Prin Venture Not evaluated 0.00 2-2-8.9 Rai Lat Krabang Rd., Lat Krabang, Bangkok 2 LAND Ico-Nature Salaya. Salaya, 243.88 173.65 173.65 233.91 Prin Venture Oct 1, 13 9.97 39-0-7.0 Rai Nakhon Chai Si(Mueang), Nakhon Pathom 3 LAND Smart Condo Salaya. Salaya, 56.37 76.86 76.86 72.03 Prin Venture Oct 1, 13 -15.66 6-1-35.1 Rai Nakhon Chai Si(Mueang), Nakhon Pathom 4 LAND ABAC Bangna 31.24 30.46 30.46 30.46 Prin Venture Sep 12, 13 0.78 3-1-54.6 Rai T.Bang bo district, Samutprakarn Total Prin Venture Company Limited 374.00 280.97 280.97 336.40 -4.91 Grow Yotha Group Co., Ltd. 3.87 CN SPR (Thailand) Company Limited 32.61 Total value of the subsidiary 410.48 24.87 Profit potential 11.37 Total 6,687.76 3,904.74 221.42 5,342.62 5,643.63 -33.36 (1) Appraised value improvement is the result of the appraised value plus the additional construction after deduction of the cost of property sold after the date of assessment. Close enough to the value to be compared with a carrying value. Since the evaluation of each property is different from the closing date. (2) The difference between the Appraised values carrying value does not affect the income of the company. Since the income of the company depends on the difference between carrying values of the project will be realized.

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2. Property and equipment Carrying amount of the asset Land and equipment of the Company and its subsidiaries as of December 31, 2013 are as follows:

Item Land Building and Construction Machinery and equipment Computer

Project Location Soi Chamchan By Project By Project Office / By Project

Office Furniture Office Supplies

Office Office

Vehicles Office Total Accumulated depreciation Property and Equipment, Net

Ownership Prinsiri Prinsiri, Grow Yotha Co., Ltd. Prinsiri, Grow Yotha Co., Ltd. Prinsiri, Grow Yotha Co., Ltd., Prin Venture Co., Ltd. Prinsiri, Grow Yotha Co., Ltd. Prinsiri, Grow Yotha Co., Ltd., Prin Venture Co., Ltd. Prinsiri, Grow Yotha Co., Ltd.

(Unit : MB)

ยูนิตโดยประมาณ 51.64 2.33 20.44 39.02 10.28 21.10 23.78 168.59 74.70 93.89

3. Land held for development As of December 31, 2013 the Company and its subsidiaries are property development and the accounting value of 1,229.13 MB. The Company’s land for development are 7. The list as bellow: 1. The Pranburi Beach Road area 18-3-3 Rai carrying amount of 74.10 MB. The assessed value at February 26, 2008 was 163.25 MB. 2. Bang Sue, Kamphaeng Phet Road area of 3-2-21.2 land register book value was 67.29 MB, the assessed value on January 28, 2010 was 68.22 MB 3. Thakham 2, Thakham District. area 61-3-0.5 of 174.36 MB and book value is assessed value on November 25, 2010 was 175.70 MB. 4. Pattaya area - Ban Aumphor district land area 26-1-26.6 book value of 340.78 MB, theassessed value on May 26, 2009 was 338.00 MB. 5. Taling Chan, area 47-0-30 rai of further book value of 345.76 MB, the assessed value on January 5, 2011 was 343.00 MB. 6. Pattaya 2 Nongprue, Chonburi. Locations during the action. 1-0-31 rai land area of 84.23 MB. Book value of Non. 7. Rangsit Klong Luang, Pathum Thani Bangkok Phaholyothin Rd. 7-1-54.4 rai land area of the book value of 94.84 MB, with estimated on April 22, 2011 was 105.73 MB

54 / The Art of Living

4. Land Investment As of December 31, 2012, the Company had an investment in the land and the land development industry. Total 1 unit to the area at Soi Watcharapol, Tharang, Bangkhen 18-3-58.0 rai with estimated at January 14, 2013 was 362.78 MB. Summary of the contract 1) Lease office space. Service agreement. Facilities and Services Agreement and Accessories. Services : Sun Tower Limited. Client : The company Prinsiri Limited (PLC). Space : Sun Tower Building, 12th Floor, No. 123-Rangsit Road, Chatuchak, Bangkok Duration : Contract 1: 1 July 2011 - June 30, 2017. Contract 2 1 July 2011 - June 30, 2017. Area Contract 1 1,227 square meters. Contract 2 553 square meters. Note : The Company expects to receive lease office space for another 3 years. Investment Policy As of December 31, 2012 the Company had investments in subsidiary companies is 5 as follow: 1. Prin Venture Company Limited, a property developer. Total investment of 90.20 MB. 2. Grove Group Company Limited which civil contractors and construction materials. Total investment of 10.00 MB. 3. CNS PR (Thailand) Co., Ltd. engages in the rental and purchase of real estate held for development. Total investment of 2.00 MB. 4. Plearnary Mall Company limited. The shopping center business. Total investment of 70.00 MB when the project is completed around mid-year 2014, worth about 670.00 MB (excluding cost of land). 5. Prin Energy Company Limited which manufactures and sells solar power and alternative energy. Residential office building Design a solar power plant as well as maintenance services for solar electric systems. Total investment of 1 MB. Total investments in subsidiaries were 124.20 MB, accounting for investments in subsidiaries accounted for 1.76 % of the total assets of the company. In terms of administration. The Company will send a representative to the company as directors and / or executives. Companies to invest in With a total membership of more than half of the total commission.

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Legal disputes As of December 31, 2556, the Company and its subsidiaries have no legal dispute in a case that could have negative impacts on the assets of the Company and its subsidiaries with a number higher than 5 percent of the shareholders.

56 / The Art of Living

Securities and Shareholder Information 7. Securities and Shareholder Information The Company’s securities 7.1 Number of registered capital and paid-up capital The company has registered capital of 1,276.04 MB and 1,219.97 MB capital divided into shares, warrants, bonds and bills of exchange. Details are as follows: • Ordinary share As at December 31, 2013 the registered paid-up capital of the Company was 1,276,041,855 MB, consisting of 1,216,041,855 MB ordinary shares, with a par value of 1 Baht each. With the Warrants for staff and management of 60,000,000 units. At the Annual General Meeting of Shareholders, Session 1/2007, convened on March 26,2007, a resolution was passed for the issuing of 335,000,000 (three hundred and thirty five million) ordinary shares and offering them to the existing shareholders based on the proportion of their shareholding. The meeting also approved the issuing of 335,000,000 (three hundred and thirty five million) ordinary shares and offering them to the public as well. However, the resolution of the Annual General Meeting of Shareholders, Session1/2009, held on April 22, 2009, approved the cancellation of the issuance of new shares for public offering and the offering of 335,000,000 units of share warrants to existing shareholders at no cost. The meeting also passed a resolution to decrease the Company’s registered capital from 1,340 MB to 1,005 MB. At the Annual General Meeting of Shareholders, Session 1/2010, convened on April 23, 2010, a resolution was passed for an increase of the Company’s registered capital by 100,500,000 Baht, by issuing 100,500,000 ordinary shares, with a par value of 1 Baht each. The registered capital of 1,005,000,000 Baht was therefore increased to 1,105,500,000 Baht, divided into 1,105,500,000 ordinary shares, with a par value of 1 Baht each. The capital increase was done through issuing of dividend stocks at the ratio of 10 existing shares to 1 dividend stock. At the Annual General Meeting of Shareholders, Session 1/2011, convened on April 26, 2011, the meeting also passed a resolution to decrease the Company’s registered capital from 1,105,500.00 shares to 1,105,499,456 ordinary shares, with a par value of 1 Baht each. And was passed for an increase approve the Company’s registered capital by 1,105,499,456 shares to 1,216,049,401 ordinary shares, with a par value of 1 Baht each. The capital increase was done through issuing of dividend stocks at the ratio of 10 existing shares to 1 dividend stock. In the Annual General Meeting of Shareholders, Session 1/2012 on the April 26, 2012 meeting passed a resolution to increase the capital to support the right of warrants to purchase shares of Baht 60 MB par value of 1 Baht resulted in an increase of the registered capital 1,216,049,401 shares to 1,276,049,401 shares. • Warrant held On April 26, 2012 at the Annual General Meeting Session 1/2012 approved the issuance of warrants for employees and executives. The duration of contact is 2 years and 7 months of 60,000,000 million shares at the exercise price 1:1 Exercisable at 1.50 THB. On June 1, 2012 the Company has allocated the major share of the number of units outstanding 33,370,000. The warrants have not been allocated 26,630,000 units. • Debenture The company, which also does not redeem the debentures as at December 31, 2013 are as follows.

58 / The Art of Living

• Amortizing debentures PRINSIRI (Plc.) at 1/2012 maturity. Year 2014 (PRIN147A). The date of issue : Date on January 30, 2012 Types of bonds : Debentures. Identify the holder, non-representation and Subordinated debenture holders. Offered to : Institutional investors and large investors. Amount of bonds sold : 360,000 units (1,000 THB. per units) Bonds are not redeemed : 360 MB. The duration of contact : 2.5 years Interest rate (fix rate) : 5.75 % per year To pay interest : Every 3 months on March 30, June 30, September 30 and December 30. Bonds maturity date : on July 30, 2014 • Amortizing debentures PRINSIRI (Plc.) at 1/2553 maturity. Year 2016 (PRIN162A). The date of issue : Date on February 08, 2013 Types of bonds : Debentures. Identify the holder, non-representation and Subordinated debenture holders. Offered to : Institutional investors and large investors. Amount of bonds sold : 700,000 units (1,000 THB. per units) Bonds are not redeemed : 700 MB. The duration of contact : 3 years Interest rate (fix rate) : 5.75 % per year To pay interest : Every 3 months on February 08, May 08, August 08 and November 8. Bonds maturity date : on February 08, 2016 • Debentures of the PRINSIRI (Plc.) at 2/2013 maturity year 2015 (PRIN158A). The date of issue : Date on August 22, 2013 Types of bonds : Debentures. Identify the holder, non-representation and Subordinated debenture holders. Offered to : Institutional investors and large investors. Amount of bonds sold : 550,000 units (1,000 THB. per units) Bonds are not redeemed : 550 MB. The duration of contact : 2 years Interest rate (fix rate) : 5.95 % per year To pay interest : Every 3 months on August 22, November 22, February 22 and May 22. Bonds maturity date : on August 21, 2015

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• Debentures of the PRINSIRI (Plc.) at 1/2014 maturity year 2017 (PRIN 172A). The date of issue : Date on August 13, 2014 Types of bonds : Debentures. Identify the holder, non-representation and Subordinated debenture holders. Offered to : Institutional investors and large investors. Amount of bonds sold : 450,000 units (1,000 THB. per units) Bonds are not redeemed : 450 MB. The duration of contact : 3 years Interest rate (fix rate) : 6.00 % per year To pay interest : Every 3 months on February 13, May 13, August 13 and November 13. Bonds maturity date : on February 13, 2017 • Draft The Company has a debt of not more than 270 days of exchange as at December 31, 2013 the outstanding value of 649.20 MB 7.2. Shareholders of the Company The following is a list of the ten largest shareholders according to the share register as at Arpil 14, 2014 : No. 1 2 3 4 5 6 7 8 9 10

Shareholds Miss Sirilux Kovitchindachai Thai NVDR Company Limited Mr.Prinya Kovitchindachai Miss Nipa Apirattanarungruang Mr.Santi Kovitchindachai MORGAN STANLEY & CO. INTERNATIONAL PLC Miss Siriphan Nuntasuit Mrs.Sujittra Dusitanun Mrs.Kimlunk Kovitchindachai Mr.Vichian Chilakranun

Number of Shares hold 282,646,556 97,656,544 50,395,000 42,122,500 40,000,000

Percent of shares hold 23.17 8.00 4.13 3.45 3.28

40,000,000

3.28

30,000,000 28,020,200 19,763,749 19,118,000

2.46 2.30 1.62 1.57

7.3 The issuance of other securities - None 7.4 Dividend payout policy The Company’s policy is to pay dividends to the shareholders in the amount not more than 40 % of net profit after corporate income tax. The dividend payment rate each year is subject to change, depending on the operating results, the expansion plan, liquidity and other necessity and suitability factors. The Board of Directors is authorized to consider the matter in the best interest of the shareholders. The Company’s subsidiaries have the same dividend payout policy and the matter is subject to the consideration of their Board of Directors. 60 / The Art of Living

Management structure 8. Management structure The Company has appointed the Board of Directors and three other committees tasked with specific duties in overseeing important matters namely, the Audit Committee, Strategy and Risk Management Committee and Nomination Remuneration Committee. The Directors and executives of the Company are competent and have qualifications as required under Section 68 of the Public Limited Company Act, B.E. 1992 and the Notification of the Securities and Exchange Commission No. Kor Jor. 12/2000 re: Application and Approval for Offering of Newly-issued Shares, dated March 22, 2000. The following are details of the committees. 8.1 Board of Directors As at December 31, 2013 the Companyâ&#x20AC;&#x2122;s Board of Directors consisted of 8 Directors; namely 1. Prof. Dr. Warapatr Todhanakasem Chairman/Independent Director 2. Assoc.Prof. Anchalee Pipatanasern Chairman of Audit Committee/Independent Director 3. Assistant Professor Monpaka Vongsa Audit Committee Member /Independent Director 4. Associate Professor Witaya Danthamrongkul Audit Committee Member/Independent Director 5. Ms. Siriluck Kovitchindachai President of the Executive Board/Director 6. Mr. Chaiwat Kovitchindachai Managing Director/Director 7. Mr. Kwanchai Mongkolkittaveepol Director 8. Mr.Utane Kongsoontornkitkul Director Mr. Chairat Kovitchindachai is also the Secretary of the Board of Directors. Authorized Directors Authorized Directors who can sign to bind the Company are: 1. Either of the following two of four persons, Ms. Siriluck Kovitchindachai, Mr.Chaiwat Kovitchindachai, Mr. Kwanchai Mongkolkittaveepol and Mr. Utane Kongsoontornkitkul, co-signing with the Company seal affixed. 2. Any two of the following three persons, Mr. Chaiwat Kovitchindachai, Mr. Kwanchai Mongkolkittaveepol,and Mr. Chairat Kovitchindachai, co-signing with the companyâ&#x20AC;&#x2122;s seal affixed on documents used for an application for a land allocation permit, a land sale 0permit, and a building and structure construction permit of all categories, requests for inspection, consolidation or separation of land title deeds, permission to separate co-ownership, mortgage registration, clearance to mortgage, redemption of land plots or buildings, requests for a house number, applications for use and transfer of electricity and water supply, right lease, telephone line usage, general telephone requests, permission to connect with roads and sewage pipes, permission to cut a curb, requests for inspection of land position and area, requests for land plot measure and separation, condominium registration, applications to register a condominium juristic person, applications to register a housing estate juristic person, applications for usage of a building, giving consent to the use of premises for commercial purposes, making statements and submission

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Scope of authority and duties of the Board of Directors 1. Manage the Company in compliance with the laws, the Company’s Objectives and Articles of Association, and legitimate resolutions of Shareholders’ Meetings with integrity and care to protect the interest of the Company; 2. Set objectives, guidelines, policies, work plans and budgets of the Company and supervise the management of the Executive Board and executives to ensure full compliance with the assignments and the regulations of the Stock Exchange of Thailand; 3. The Board of Directors may appoint Directors and/or Management members in a number deemed appropriate as the Executive Board with authorities and responsibilities to manage the Company’s business as assigned by the Board of Directors. 4. Exceptions are the following tasks which can be implemented only upon the resolutions of a Shareholders’ Meeting and on a condition that any Director or person with potential conflict of interests, vested interest or any other interest conflicts with the Company shall not have the right to vote in that matter. - Matters required by laws to obtain a prior resolution of a Shareholders’ Meeting. - Transactions in which any Directors have vested interest and are required by law or the Stock Exchange to obtain a prior resolution of a Shareholders’ Meeting In the years 2012, and at its December 31, 2013 the Company held meeting of the Board of Directors were 6 times and 7 times, respectively, Attendance of each member is shown below: No.

Name - Last name

1 2

Prof. Dr. Warapatr Todhanakasem Asso.Prof. Anchalee Pipatanasern

Asst.Prof. Monpaka Vongsa

Asso. Prof. Witaya Danthamrongkul

Ms. Siriluck

Kovitchindachai

6 7 8

Mr. Chaiwat Mr. Kwanchai Mr.Utane

Kovitchindachai Mongkolkittaveepol Kongsoontornkitkul

The attendance / All meeting 2013 2012 7/7 6/6 Chairman/Independent Director 7/7 6/6 Chairman of Audit Committee/ Independent Director Audit Committee Member / 7/7 6/6 Independent Director Audit Committee Member/ 5/7 5/6 Independent Director President of the Executive 5/7 6/6 Board/Director 6/6 Managing Director/Director 7/7 6/6 Director 7/7 6/6 Director 7/7 Position

8.2 The Audit Committee As at December 31, 2013, the Company’s Audit Committee consisted of three members as follows: 1. Asso.Prof. Anchalee Pipatanasern Chairman of the Audit Committee 2. Asst. Prof. Monpaka Vongsa Audit Committee Member 3. Asso. Prof. Witaya Danthamrongkul Audit Committee Member Mr. Chairat Kovitchindachai is secretary of the Audit Committee. Note: The three Directors were appointed on October 20, 2009. 62 / The Art of Living

The scope of authority and duties of the Audit Committee 1. Review the Company’s financial statements to ensure that they are accurate and that they have sufficient disclosure by coordinating with the Auditor and the executives in charge of preparation of quarterly and annual financial statements. The Audit Committee may advise the Auditor to review or examine any items deemed necessary and important during the auditing. 2. Review the appropriateness and effectiveness of the Company’s Internal Control and Internal Audit by conducting a joint review with the External Auditor and Internal Audit. 3. Hold consultations on and consider the parameters for auditing and the internal audit and the auditor’s plan to ensure that they are in agreement and support each other as regards financial auditing. 4. Review the interim financial statements with the Auditor and internal audit prior to submitting them to the regulators. 5. Select and nominate the Company’s Auditor to the Board of Directors, and propose their remuneration for approval from the Shareholders’ Meeting. 6. Review the Company’s compliance with the laws related to securities and exchange, the regulations of the Stock Exchange of Thailand and other laws related to the Company’s business. 7. Review the disclosure of the Company’s information regarding related transactions and potential conflict of interest to ensure accuracy and completeness. 8. Prepare an Audit Committee Report signed by the Chairman of the Audit Committee and disclosed it in the Company’s annual report. 9. Review and propose revisions to the Charter to the Board of Directors to ensure that it is up-to date and appropriate for the Company’s business. 10. Perform other duties assigned by the Board of Directors and concurred upon by the Audit Committee. In 2012 and as of December 31, 2013 the Audit Committee held a total of 4 and 4 times meeting, the Audit Committee attendance of each member is shown below: No. 1 2 3

Name - Last name Asso.Prof. Anchalee Pipatanasern

Position

Chairman of the Audit Committee Asst.Prof. Monpaka Vongsa Audit Committee Member Asso. Prof. Witaya Danthamrongkul Audit Committee Member

The attendance / All meeting 2013 2012 4/4 4/4 4/4 3/4

4/4 2/4

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8.3 Strategy and Risk Management Committee In 2009, as a restructuring move, a Strategy and Risk Management Committee was appointed, replacing the Risk Management Committee. One meeting was held during the year 2009 and 17 times in the year 2010, was attended by all the Members. As at December 31, 2013, The Strategy and Risk Management consisted of four members; namely. 1. Prof. Dr. Warapatr Todhanakasem Chairman of the Strategy and Risk Management Committee. 2. Ms.Siriluck Kovitchindachai Member 3. Mr.Utane Kongsoontornkitkul Member 4. Mr. Chaiwat Kovitchindachai Member The company appointed Mr. Uthen Soontornkit and Mr. Chaiwat and Mr. Kowit Kovitchindachai that has served as a Strategy Director on February 21, 2012 to replace those who had resigned. In 2012 and 2013 the company did not have a Strategy and risk management meeting. Authority and duties of the Strategy and Risk Management Committee 1. Consider the policies, directions, strategies and risk management structure, as well as the Companyâ&#x20AC;&#x2122;s business principles as proposed by Management to ensure that they are aligned with and support the current economic and competition conditions. 2. Follow up on the development of strategies and the framework of risk management. 3. Follow up on the risk indicative process and assessment. 4. Evaluate and approve the risk management plan. 5. Report to the Board of Directors on risks and risk management. 6. Liaise with the Audit Committee in matters related to major risks. 8.4 The Nomination and Remuneration Committee As at December 31, 2013 the Nomination Committee and Remuneration Committee consisted of three members; namely. 1. Associate Professor Witaya Danthamrongkul Chairman of the Nomination and Remuneration Committee 2. Assistant Professor Monpaka Vongsa Director 3. Mr.Utane Kongsoontornkitkul Director Note : The Board of Directors has appointed 3 persons as at January 20, 2012.

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Authority and duties of the Nomination Committee and Remuneration Committee 1. Consideration of the Board. And senior executives of the company. 2. Consider and selected the person should have been nominated for election as directors. In the event of a vacancy on the Board of Directors or full term. 3. Consider the appropriate approval has been appointed as chief executive. By the Company selects and consider In the event of a vacancy or a new position. 4. Considering the remuneration including salary, pension and senior management benefits, bonuses, meeting allowances, benefits. And other benefits, both monetary and non-monetary. 5. Annual performance evaluation of the Board and the Nomination and Remuneration Committee reports to the Board of Directors. 6. Perform any other duties assigned by the Board of Directors in relation to recruitment and remuneration of directors and senior management. In the year 2012 and 2013 the company has been meeting the strategic and risk management 2 and 1, respectively. 8.5 Executive Board As of December 31, 2013 the Companyâ&#x20AC;&#x2122;s Executive Board comprised 4 persons as follows: 1. Ms.Siriluck Kovitchindachai President of the Executive Board 2. Mr.Utane Kongsoontornkitkul Executive Director 3. Mr.Chaiwat Kovitchindachai Executive Director 4. Mr.Chairat Kovitchindachai Executive Director Authority and duties of the Board of Directors 1. Consideration for the strategic direction and management structure. The main business of the company. Assigned to reflect and support the economy and the competition as the Executive. Before presentation to the Board of Directors for consideration and approval. 2. Proposed business plan and budget to the administration of the Companyâ&#x20AC;&#x2122;s Board of Directors. For consideration and approval. Including approval of the annual budget allocated to amend or supplement the annual budget in case of urgent need. And presented to the Board of Directors for further information. 3. Monitor the implementation of policies and guidelines for the management aspects of the company to be more efficient. To monitor the operation. 4. Monitor the performance of the company in accordance with the business plan approved by the Board of Directors. 5. Consider and approve the Companyâ&#x20AC;&#x2122;s investments in accordance with the business plan.

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6. Has withdrawn the power to appoint officers of the Company in a position lower than the position of Managing Director. 7. Conduct financial transactions with financial institutions in the mortgage loan guarantees and other loan accounts, including trading and registering land ownership to any of the objectives. For the purpose of the operation of the company. The limit for each item does not exceed 750 MB or equivalent. Or as assigned by the Board of Directors. 8. Consider allocating bonuses or bonus compensation, which has been approved by the Board of Directors and the employees of the company or any person acting on the Company’s business. 9. Approve the purchase of land, buildings, office equipment. Construction or repair of buildings and improvements. The limit for each item does not exceed 750 MB or equivalent. Or as assigned by the Board of Directors. 10. Perform any other duties assigned by the Board. Delegation of the Board of Directors’ authority to the Executive Board as cited above does not apply to authority delegation or sub-delegation which would empower the Executive Board or the person (s) to whom the authority is sub-delegated to approve transactions which they have with the Company or the subsidiaries where they may have conflict, vested interest or any conflict of interest (as required by the relevant SEC announcements), except for transactions made in accordance with the policy and criteria already approved by the Board of Directors which are a normal business practice with normal trade conditions. 8.6 Management

As of December 31, 2013 the Company’s Management comprised 7 persons as follows: 1. Mr. Chaiwat Kovitchindachai Managing director 2. Mr. Kwanchai Mongkolkittaveepol Senior Director Business Group 1 3. Mr. Chaiwat Kovitchindachai (Acting) Senior Director. Business Group 2 4. Mr. Chaiwut Kovitchindachai Senior Director Business Group Support 5. Mrs. Nipha Aphirattanarungruang Senior Director Group Development 6. Mr. Chaiwat Kovitchindachai (Acting) Senior Director. Finance and Accounting. 7. Mr. Chairat Kovitchindachai Senior Director Office of the President

Scope of authority and duties of the Managing Director 1. Operate and manage the normal business of the Company. 2. Operate and manage the business of the Company in accordance with the business policies, plans and strategies approved by the Board of Directors. 3. Delegate authority to or empower other persons deemed suitable to lead in executing matters as necessary and appropriate, subject to endorsement by the Chairman and the relevant laws as well as Company rules and regulations. 4. Perform other duties as assigned by the Board of Directors from time to time.

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5. Execute and approve entering into hiring contracts, work contracts and other normal business commitments, subject to an amount within the limit set forth by the Management Authorities which have been approved by the Board of Directors and which may be adjusted as appropriate by the Board of Directors. The delegation of authority to the Managing Director described above is subject to legal requirements and Company regulations. In cases where there are or may be interest or vested interest on the part of the Managing Director, he has no authority to approve such transactions. He is required to forward the matter to the Board of Directors In addition, entering into related transactions or transactions related to acquisition or disposition of assets of the Company or the subsidiaries requires approval of the Shareholdersâ&#x20AC;&#x2122; Meeting and/or other undertakings in accordance with the guidelines and methods prescribed for such matters in order to comply with SET requirements. 8.7 The Company Secretary The Board of Directors has appointed Mr.Chaiwat Kovitchindachai Executive Director Prinsiri Limited (the Company). Since September 1, 2011 as the Company Secretary to act as required by law. The Board of Directors has promoted and encouraged the company secretary receives training and ongoing development of knowledge in the legal, accounting or company secretarial duties, with the following of history; Name-Last name Position Age Nationality Educational background

: Mr.Chaiwat Kovitchindachai : Company Secretary : 40 : Thai : MBA Faculty of Commerce (Property) And Accountancy, Thammasat University : Masterâ&#x20AC;&#x2122;s Degree (MBA) from The University of Memphis, USA

Shares Proportion (%) : -NoneExecutive Relationship : Is the grandson of Ms. Siriluck Kovitchindachai And Mr. Kwanchai Mongkolkittaveepol. Work experience within the past 5 years Duration Position

Company

2011 - Present Company Secretary And Senior Director PRINSIRI (PLC.) 2000 - 2011 Director, Office of the President PRINSIRI (PLC.)

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Duties and responsibilities of the Company Secretary 1. Preparation and keeping of the following documents: - Register of Directors - Notices of meetings of the Board of Directors, minutes of Board of Directors’ meetings, and the Company’s annual reports. - Notices and minutes of Annual General Meetings. - Storage report on interest filed by a director or executive. - General Meeting of Shareholders the Board of Directors in accordance with the law. And Articles of Association. 2. Communication with regulatory agencies involved. And take care for the disclosure of information. And Disclosure In part responsible for the oversight agencies. The rules and regulations of the Government. 3. Interact and communicate with other shareholders’ rights to be informed. Shareholders and the Company’s news. 4. Other actions taken by the Law Commission and the Capital Market. 8.8 Nomination of Directors and Executives To appoint The Nomination and Remuneration Committee will consider qualifications. Qualified and carefully selected individuals who are knowledgeable, capable and experienced work related. And qualify by law. It will submit its opinion to the Board of Directors. And / or the general meeting of shareholders. The policy of the Company. 1. Nomination of Directors The Directors are nominated and elected at the Shareholders’ Meeting using the following procedures and methods: 1. One share is entitled to one vote. 2. Each shareholder is to vote with all his/her entitlement: 1) voting is done to elect Directors individually or as a group at one time or 2) voting can be done in any other way deemed appropriate by the Shareholders’ Meeting. However, shareholders may not allot their votes in any number to any particular persons or groups. 3. Election of Directors shall be by majority of votes. In the case of an equality of votes, the person presiding over the meeting shall have a casting vote. The Company appoints at least five Directors to the Board with no less than half of the Directors having domicile in Thailand. The Board members must be qualified according to criteria specified by the laws related to public limited companies and securities and the Stock Exchange. One-third of the Directors shall vacate their office at each Annual General Meeting. If the number of Directors cannot be divided into a multiple of three, the number nearest to one-third shall retire. The Directors to vacate office in the first and second years following the registration of the Company shall be drawn by lots. In subsequent years, those longest-serving shall vacate their office. Directors who have retired by such rotation may be re-elected.

68 / The Art of Living

In the event a vacancy in Directorship occurs for reasons other than by rotation, the Board of Directors shall elect a qualified person with no characteristics prohibited under the public limited company law to serve as a Director at the next meeting of the Board of Directors unless the remaining term of office of the vacated Director is less than two months. The person so elected shall hold office only for the remaining term of the Director whom he/she replaces. The resolution of the Board of Directors to elect a replacement Director requires not less than three-fourths of the votes of the remaining Directors. The Shareholders’ Meeting may resolve to remove any Director from office before the conclusion of his/her term. Such a resolution requires not less than three-fourths of the votes of the shareholders present with voting right, whose combined number of the ordinary shares held is not less than half of the total number of shares held by the shareholders present with voting right. 2. The Audit Committee The Board of Directors appoints the Audit Committee with qualifications of the Members in accordance with the criteria set forth by the Securities and Exchange Commission with approval of the Shareholders’ Meeting. The term of the Audit Committee is 3 years. After completing the term, the Members of the Committee may be reappointed. 3. The Strategy and Risk Management Committee The Company’s Executive Board appoints the Strategy and Risk Management Committee who have the authority and duties to formulate Company strategies and manage its risks as assigned by the Board of Directors 4. The Executive Board The Company’s Board of Directors appoints the Executive Board who has the authority and duties to manage the business of the Company as assigned by the Board of Directors. 5. Board of Directors The Board shall appoint the Executive Director. By the authority to supervise the affairs of the Company as the Board of Directors. 8.9 Management remuneration Company’s remuneration policy of the Board of Directors clearly and transparently. The remuneration is appropriate and consistent with the industry. Including a level sufficient to attract and retain directors of the features. And must be approved by the general meeting of shareholders. The Executive Compensation Companies to adhere to the principles and policies of the Board of Directors. Which is linked to the performance of the Company and the performance of each executive . The Company has not appointed a Remuneration Committee. But the process of determining appropriate compensation using compensation data of companies in the same industry and similar size. Including the turnover of the company into consideration.

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1. Cash remuneration - Remuneration for Directors The Companyâ&#x20AC;&#x2122;s remuneration for Directors consists of meeting allowances, Remuneration. In 2012 and 2013, the remunerations amounted to 3,278,000 and 4,468,000 Baht, respectively. Details are as shown in following table. (Unit : Baht)

2012

2013

Name

Meeting Meeting Allowances Remuneration Pension Allowances Remuneration Pension 1. Prof. Dr.Warapatr Thodhanakasem 1,728,000 1,728,000 488,000 2. Asso. Prof. Pipatanasern 100,000 480,000 120,000 480,000 244,000 Anchalee 3. Asst. Prof. Vongsa 100,000 360,000 120,000 360,000 244,000 Monpaka 4. Asso. Prof. Danthamrongkul 80,000 360,000 80,000 360,000 244,000 Witaya 5. Mr.Veera Srichanachaichok* 10,000 60,000 Total 290,000 2,988,000 320,000 2,928,000 1,220,000 Total Amount 3,278,000 4,468,000 Notes : *Mr. Veera Srichanachaichok Resignation of Managing Director on September 01, 2011.

- Management remuneration (Unit : Baht) 2011 2012 December 31, 2013 Remuneration Remuneration (Baht) Remuneration (Baht) Remuneration (Baht) Total Salaries and Bonuses 40,784,669.67 45,255,259.00 35,469,950.00 Petrol allowances 1,198,022.81 2,122,210.55 1,156,566.04 Car allowances 3,943,806.00 7,625,034.00 5,833,212.00 Total 45,926,498.48 55,002,503.55 42,459,728.04 2. Other remuneration -None-

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8.10 Human resources 1. Number of employees As at December 31, 2013, the Company has a total of 347 employees, excluding Directors and Management members. The number of employees can be classified by line as follows: Line Accounting and Finance Business Group 1 Business Group 2 Business Support Group Development Group Managing Director’s รวม

Number (person) 16 36 146 37 36 74 347

Over the past three years, the Company had no labor deputes. 2. Remuneration for employees The Company provides remuneration in the forms of salaries, wages, bonuses and provident fund contributions. Welfare and benefits are also provided to employees in excess of labor law requirements; e.g., the annual leave and personal business leave schemes on a sliding scale based on service years, which were revised in 2010, and provision of group insurance on top of the social security scheme. In 2009, there were 205 employees and the remuneration amounted to 98.70 MB. In 2010, the total 277 employees were paid 116.64 MB in 2011, the total 342 employees were paid 130.25 MB in 2012, the total 351 employees were paid 163.54 MB and as December, 31 2013, the total 347 employees were paid 131.59 MB The remuneration figures include payments to those employees who joined and left the Company during the year.

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3. Human resources development policy The Companyâ&#x20AC;&#x2122;s human resource development policy has an objective of developing the competencies of the employees and retaining competent personnel for a long term, giving them a good career path. Training, both in-house and off-premise, is offered on a regular basis, based on the annual training plan. Training needs were surveyed and identified for all levels of employees. Training is conducted in response to the needs of each line. Regular training is provided for general employees while special training projects are organized for executives. The Company has both the policy and determination to enhance the potential of the employees at all levels for the growth of the Company as a whole, and to prepare them for any change that may take place. In 2012 the company has the key concepts in human resource management and organizational development. Accordance with the current context of real estate, by focusing on people management available today to get ready for the change (Change Awareness). With the encouragement of learning, appropriate to the organization. There are a variety of methods such as self-learning, (Self Learning) mentors, (Mentoring) and development processes. (Process Improvement) There is also an idea to modify approaches in human resource management with a focus on recruiting talented people and they need to have the ability to learn and adapt to the corporate culture. The company also plans to use information technology to support human resources information system. (HRIS) To increase performance between the project office far away, too. In 2013, the training the HRD has develops the specified competency framework. Training will be conducted for three categories: fundamental skills, skills required for respective positions and skills required by respective professions. The objective is to allow employees at all levels and in all lines to have an opportunity to develop their knowledge, skills and competency in line with their job requirements, and to grow, along with the Company.

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Management Structure

The Structure Chart of The Company Management. As at December 31, 2013

Board of Directors Audit Committee Internal Audit

Bureau of the President (Mr.Chairat Kovitchindacha) - (Corporate Communication & Customer Relation Management Dept.)

Stategic & Risk Management Committee Executive Committee

CEO/Managing Director (Mr. Chaiwat Kovitchindach)

- (Product design Dept.) - (Goverment Relations Dept.) - (Legal and Secretaryâ&#x20AC;&#x2122;s office Dept.) - (Central Audit Dept.) - (Quality Inspection Dept.) - (Survey Dept.)

Nomination and Remuneration Committee

Advisor / Specialist - (Construction) - (Marketing) - (Legal) - (Business Development) - (Organization development / Strategy)

Business Group 1 Mr.Kwanchai Mongkolkittaveepol

Business Group 2 Mr. Chaiwat Kovitchindach (Acting)

Business Support Group Mr.Chaiwut Kovitchindacha

Finance and Accouting Group Mr. Chaiwat Kovitchindach (Acting)

Development Group Ms.Nipa Apirattanarungruang

Marketing Dept.

Engineering and Construction drawings Dept.

Accounting Dept.

Human Resource Dept.

Sales Dept.

Construction Costing and budgeting Dept.

Finance Dept.

Information Technology Dept.

Construction Dept.

Sourcing Dept.

Administration & Labors Welfare Dept.

Landscape Garden Dept.

Purchasing Dept.

Cost control and project coordination Dept.

Business Process Improvement Dept.

Business Support Dept. - Segment of Plan - Goverment Affair - Segment Costs and Budget - Recruitment Materials & Purchase - The Community Managment

Community Management Dept.

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Corporate Governance 9. Corporate Governance 9.1 Corporate Governance policies The company is committed to strive to conduct business under corporate governance.(Corporate Governance) In accordance with good corporate governance. Regulations of the Stock Exchange of Thailand and Regulations of the Securities and Exchange Commission. To strengthen of competitive. Lead to growth and add value to our shareholders in the long run. With regard to other stakeholders. The importance of good corporate governance. This is a tool to increase value and promote sustainable growth of the company. By demonstrating the presence of an effective management system transparent. This helps to build confidence and confidence to shareholders, investors, stakeholders and all concerned parties. The company has set a policy and promulgated on April 3, 2004. The documentation has been prepared in good corporate governance. Codes of Conduct and document To serve as a guide for the conduct of everyone in the organization. Goals of policy corporate governance Board of Directors the importance of good corporate governance. We have established sub-committees to assist the Board in the amount of 2 screening tasks are important principles of good corporate governance are The Audit Committee, Audit and Risk Management Committee and strategies. By the committee in the Faculty are persons who are qualified under Section 68 of the Public Companies Act BE 1992. And the Notification of the Securities and Exchange Acts 12/2000. Roles and responsibilities are defined clearly in the Board the Board of Directors has delegated to the Audit Committee responsibility to carry on the good governance the scope of operations is as follows: 1. Proposed practices of good corporate governance to the Board of Directors. 2. Supervise the operations of the Board and the management of the company. 3. In order to adhere to the principles of good corporate governance of the Company. 4. Reviewing the corporate governance of the Company. By comparison with the practices of International norms. And make recommendations to the Board of Directors. Board of Directors are undefined Goals of the target of the corporate governance policies of the company as follows: “Company focused on business operation is legitimate and regulations are transparent and fair, including the importance of monitoring system and internal control and risk management And adequacy, and as a result, the business has grown steadily and sustainably. And adding maximum value to shareholders and stakeholders within the framework of law and business ethics” In addition, the company has embarked on a campaign to promote the importance of performing the duties of good corporate governance seriously. The dissemination and public policy, and knowledge about the corporate governance of the Company. Through documentation of good corporate governance through the document codes of conduct. The company also made public through the company’s Intranet and Web Site Thailand and English language. In order of facilitate to all employees in the organization. And distributed to the shareholders, investors, stakeholders. And all concerned parties to use or applied as a reference.

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Corporate governance, the Company adheres to major in business continuously divided into 5 categories, are as follows: Section 1 The rights of shareholders. Section 2 Treating to shareholders equally. Chapter 3 The role of stakeholders. Section 4 Disclosure and transparency. Section 5 Responsibilities of the Board. Section 1 The rights of shareholders The Company recognizes and values the rights of shareholders, encouraging them to exercise their rights. In addition, it constantly sees to it that the shareholders are treated, and their fundamental rights protected, equitably. An Annual General Meeting of Shareholders is held once a year within four months after the end of the fiscal year. In case of urgency requiring a resolution from the Shareholders’ Meeting, the Company may arrange an Extraordinary Meeting. A Meeting notice is sent to the shareholders not less than 14 days in advance, together with detailed agenda and relevant documents. Announcements are made in one Thai newspaper and one English newspaper on three consecutive days at least three days before the Meeting date. The announcement provides information about the Meeting notice with details of the Meeting agenda and Meeting documents in advance before the documents are sent to the shareholders. Also, in order to allow sufficient time to study the information before receiving it in hard copies, the Company publishes the information on its website under the Section “Investor Relations” both in Thai and English at least 30 days before the Meeting. In addition, the shareholders can propose an agenda item to the Meeting via the website. On the day of the Meeting, the Company provides convenience to all shareholders equally. Attendance registration begins two hours before the Meeting time. The Meeting venue and time are chosen with the attendant’s convenience in mind. During the Meeting, the Company sees to it that all the shareholders have equal opportunities. Before the Meeting commences, the Chairman of the Meeting will clearly explain the Meeting rules, including the voting procedure. The Chairman also offers an opportunity for the attendants to express opinions, make recommendations and ask questions pertinent to the agenda item being considered, allowing adequate and appropriate time. He and the other members of Management treat all issues raised as important, answering all questions asked clearly and directly. Voting is carried out using a universally accepted method, with emphasis placed on transparency. The minutes are correctly and completely taken so that shareholders can review them. They are also systematically kept for easy and convenient review. In addition, the Company has the Investor Relations Department to serve as the information center. This unit provides Company information disclosure to shareholders, investors, reporters and the general public who are interested in the Company’s securities. Information disclosed is accurate, complete, consistent, timely, transparent and equitably given. It includes the Company profile, financial statements, annual reports, Meeting notices, notifications to the Stock Exchange and securities related activities. The Company also publishes those data on its website under the Section “Investor Relations” in both Thai and English. The shareholders can also contact Investor Relations directly or via the website.

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Section 2 Treating to shareholders equally Shareholders’ Meeting In 2013, there was an Annual General Meeting of Shareholders, Session 1/2013, for 2013 on April 26, 2013. For this Meeting, the Company sent a notice to the shareholders, together with details of the agenda, opinions of the Board of Directors, the minutes of the previous Meeting, the annual report, Meeting documents, and a proxy form with an explanation. (These documents were publicized on the Company website 30 days in advance of the Meeting). The documents were sent to the shareholders more than 7 days prior the date of the Meeting. The Company provided the documents to every shareholder listed in the shareholder register as at the closing date. It also announced the Meeting notices in a daily Thai newspaper and a daily English language newspaper not less than three days. Both Thai and the English language version of each one to at least 3 consecutive days, including the appointment of independent directors as proxies on behalf of shareholders in the event that a shareholder wishes to appoint an independent director as a meeting place. Shareholders can appoint any other person. Or will be independent directors appointed meeting place. For Annual general meeting in 2013 in order to be in accordance guidelines for Corporate Governance and good governance of importance to shareholders (Corporate Governance). The company has undertaken to disseminate information about the meeting invitation with the detailed of agenda, And meeting documents to its shareholders prior to delivery. Through to the company website www.prinsiri.com of the Investor Relations. (IR) Both in Thai and English language. Not less than 30 days before the AGM. And perform for shareholders to propose agenda. And to nominate a person to be a director through to www.prinsiri.com or through to the e-mail ir@prinsiri.com. By the year 2012, no shareholders proposed agenda and list of persons to be directors through. www.prinsiri.com and or e-mail: ir@prinsiri.com. At the Shareholders’ Meeting of 2013, eight members of the Board of Directors were present. The Chairman of the Board chaired the Meeting. He explained the details of the quorum, the Meeting rules, the voting procedure, vote counting, and the use of voting ballots. The result of vote counting of each agenda item was announced clearly and transparently. The Meeting attendants were given sufficient and appropriate time to ask questions and express opinions. The questions were answered clearly and directly by the Directors and the Management members. The Meeting was conducted completely in accordance with the regal requirements. To provide convenience to the shareholders, attendance catering also served. The minutes if the 3.30 hour Meeting was properly and completely taken; shareholders can review the minutes which are kept in good order for convenient review. After the Meeting, shareholders could access the minutes via the Company’s website under the “Investor Relations” section within 14 days. Chapter 3 The role of stakeholders The Company recognizes and respects the rights of the stakeholders such as customers, employees, trading partners, competitors, creditors and communities. It has clearly adopted the policies of good corporate governance and business ethics, so that everyone in the organization can adhere to the guidelines. The following summarizes major points about the rights of all the stakeholders: - Shareholder : - Employees :

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Company treats shareholder equally. And returns to fairly and appropriate. The Company treats all employees equally and remunerates them fairly and appropriately.

- Trading partners and : The Company treats trading partners and creditors fairly and in accordance with creditors business. - Customers : The Company takes good care of, and bears its responsibility to, customers by turning out quality products which are up to standards and well responsive to customers’ needs, with emphasis on quality, service and appropriate prices. - Competitors : The Company strictly follows the rule of good competition is order to maintain good competition practices. - Community, : The Company recognizes the importance of environment conservation, bearing Environment the responsibility for ensuring that the communities, society and the environment are not affected. Leadership and vision The Board of Directors consists of members who have knowledge, competence, skills and experience. The Board performs duties by adhering to relevant laws, regulations, and Shareholders’ Meeting resolutions with integrity and ethics. The Board of Directors plays a major role in formulating the Company’s visions and mission and approving the business directions, policies, strategies, and goals for use as frameworks by Management in preparing annual business plans and budgets. The board shall then monitor the operation of Management to ensure that it is in line with the specified policies, goals and business plans in order to generate maximum benefits for the organization and the shareholders. During the previous year, the Executive Board proposed the annual business plans and the annual budgets to the Board of Directors. There was a joint discussion, after which the Board of Directors expressed further opinions for improvement and approved the proposals. Conflict of interest The Company recognized the necessity to have in place a policy concerning conflict of interest, having adopted a policy to prohibit the Directors, executives and employees from seeking personal gains in conflict with the Company’s interest. This has been made part of the Code of Conduct to which they are required to adhere. The Board of Directors carefully looks into matters with potential conflict of interest as well as the use of inside information. Details are as follows: 1. Transactions with potential conflict of interest The Board of Directors is informed of transactions with conflict of interest. In entering into transactions with potential conflict of interest, the Board of Directors will consider the suitability carefully, based on the Company’s interest. Opinions of the Audit Committee will be sought in cases where conflict of interest may occur before they are proposed to the Board of Directors for consideration. The Company’s procedure is strictly in accordance with the requirements of the Stock Exchange of Thailand.

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2. Supervision of the use of inside information The Company’s policy prohibits Directors and executives from using material inside information either directly or indirectly for their own or other people’s benefit, including the trading of the Company’s securities. The following measures are taken to prevent the use of inside information by Management and personnel of the Company: - Informing the Directors and Management members of their duties to report their holding of Company securities as required under Section 59, in accordance with the Notification of the Office of the Securities and Exchange Commission No. Sor.Jor. 14/1997 on Preparation and Disclosure of the Securities Holding Report and the penalties under Section 275 of the Securities and Exchange Act, B.E. 1992. - Forwarding a circular notice to inform executives that those who have access to material information which may affect the price of securities must not use the information before it is disclosed to the public. Executives are prohibited from trading Company securities within one month of public disclosure of the financial statements or material information and from disclosing the information to other people. - Departments with access to such information are prohibited from disclosing it to other units or persons not concerned with the matter. To ensure that the Directors and executives who are required to prepare a report on their securities holding and the change thereof under Section 59 follow the laws, they are also required to inform the Board of Directors on the same day as the day they submit the report to the Office of the Securities and Exchange Commission. Although the Company has not imposed a penalty for failure to submit a securities holding report, it has notified them of the penalties under Section 59 of the Securities and Exchange Act, B.E. 1992 for violation or failure to report securities holding. The Company’s policy is to prohibit the Directors and executives from using inside information for personal gains either directly or indirectly. At each meeting of the Board of Directors, the Chairman advises the Directors to follow the policy regarding conflict of interest. For any item on the agenda with which any Directors are involved or in which they have vested interest, they are requested to inform the meeting in order to abstain and to express no opinions. The Audit Committee carefully considers the appropriateness and reasonability of related transactions, transactions with conflict of interest, and the guidelines provided by the SET before presenting the transactions to the Board of Directors for approval. The transactions are required to be reported and disclosed on a quarterly basis, as well as disclosed in the annual report and the Annual Information Filing Form. To emphasize the importance it attaches to the control of the use of inside information, the Company has made it part of the Code of Conduct to be strictly observed by the Directors, executives and employees. Chapter 4 Information Disclosure and Transparency The Board of Directors Policy is operating with transparency. Can be verified and disclosure of information, both financial and non-financial information of the Company to its shareholders. Including investors and the general public compliance with laws and regulations. Related Through channels that can access data easily. Are equal and trustworthy.

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Business ethics Recognizing the significance of instituting a system of moral and ethical principles in concrete terms, the Company has developed the Corporate Code of Conduct, which has been in effect since April 3, 2004, to be observed by the Directors, executives and employees in their conduct and in treating all groups of stakeholders fairly. The Code of Conduct, which is believed to be vital to the sustainable growth of the organization, is expected to be strictly adhered to by all the Directors, executives and employees. Furthermore, the Company is determined to promote widespread adoption of such principles among suppliers, contractors, advisors, business partners and other relevant parties. In addition to making it available to all Directors, executives and employees, the Company has publicized the Corporate Code of Conduct on its Intranet and website under the Investor Relations Section. The following paragraphs summarize the Corporate Code of Conduct. 1. Transparency and disclosure Corporate management, bookkeeping, and financial report preparation shall be correctly conducted in conformity with applicable laws, principles and acceptable international standards. Information disclosed must be accurate, clear, complete and up-to-date to maintain the confidence of investors, shareholders and debtors. 2. Equitable treatment The Company is determined to treat all parties involved, including shareholders, customers, debtors, employees and society at large, fairly and equitably. Shareholders, whether they be major or minor shareholders, shall be treated equally. 3. Risks management Management of risks where they concern effectiveness, efficiency, accuracy of financial reports, compliance with applicable laws, rules, regulations, and orders, shall be executed consistently with the good internal control framework. Business risks shall be analyzed and prioritized while control measures implemented to minimize them. 4. The anticorruption The company was determined a policy of transparency in its operations and to show its determination to combat corruption within the organization. The recognition of previous, the responsibility of the company to a leadership example in the fight against corruption. And to do business under the business ethics principles in the fight against corruption in all its forms. That can be used as guidelines in the policy implementation are as follow: - The company will provide an assessment of the risks associated with corruption within the company. Including anti-corruption policies into practice. And a manual guide of the business to management and employees. - Policy on Anticorruption to resist corruption within the organization will be published in PDF format. â&#x20AC;&#x153;Code of Conductâ&#x20AC;? to guide the management and employees conduct themselves in an ethical and responsible at every opportunity and impose penalties if they do not comply. - The company provides training to employees to encourage honesty. And responsible for the performance of duties and responsibilities. To reflect the organizationâ&#x20AC;&#x2122;s commitment to comply with the best practices of the business. - Provide appropriate internal controls. To prevent improper employee practices. Guaranteed to have good governance. And elevated values of honesty, integrity and accountability to the corporate culture. - Provide a mechanism to report financial transparency and accuracy. The Art of Living / 79

5. Corporate social responsibility In conducting business, due consideration shall be given to corporate social responsibility to ensure that the business is in line with public interests and beneficial to the environment. The Company shall make contributions to the development of the betterment of Thai society as a whole. 6. Organizational integrity and moral climate Integrity and moral constitute a key element of the Companyâ&#x20AC;&#x2122;s good governance and shall be upheld by personnel throughout the organization, from Directors, executives to employees of all levels. The Board of Directors is fully aware that an organization operating without these values will not survive in the long run. Chapter 5 Responsibilities of the Board of Directors 9.2 subcommittees â&#x20AC;&#x2039; The Board of Directors Policy is operating with transparency. Can be verified and disclosure of information, both financial and non-financial information of the Company to its shareholders. Including investors and the general public compliance with laws and regulations. Related Through channels that can access data easily. Are equal and trustworthy. Responsibilities of the Board of Directors 1. Composition of the Board of Directors The Board of Directors of the Company consists of eight members - a size appropriate for the organization. The composition of the Board of Directors is as follows: 1.1 Four Executive Directors with vested interest 1.2 Four Independent Directors Therefore, the number of non-executive Directors accounts for 50% of the total number of the Directors. The composition of the Directorship of the Company, to a reasonable degree, is well-balanced. Each of the four non-executive Directors has the qualifications required of an audit committee member as prescribed in the Notification of the Stock Exchange of Thailand Re Qualifications and Scope of Work of the Audit Committee. 2. The term of office of Directors and the number of companies in which each Director may serve The Board of Directors consists of eight members, four of whom are independent Directors. The ratio of Independent Directors to all Directors is therefore higher than one-third, as required by the SET. One-third of the Directors shall vacate their office at each Annual General Meeting. If the number of Directors cannot be divided into a multiple of three, the number nearest to one-third shall retire. The Directors to vacate office in the first and second years following the registration of the Company shall be drawn by lots. In subsequent years, those longest-serving shall vacate their office. Directors who have retired by such rotation may be re-elected. In the event a vacancy in Directorship occurs for reasons other than by rotation, the Board of Directors shall elect a qualified person with no characteristics prohibited under the public limited company law to serve as a Director at the next meeting of the Board of Directors unless the remaining term of office of the vacated Director is less than two months. The person so elected shall hold office only for the remaining term of the Director whom he/she replaces. The resolution of the Board of Directors to elect a replacement Director requires not less than three-fourths of the votes of the remaining Directors

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The Shareholders’ Meeting may resolve to remove any Director from office before the conclusion of his/ her term. Such a resolution requires not less than three-fourths of the votes of the shareholders present with voting right; whose combined number of the ordinary shares held shall not be less than half of the total number of shares held by the shareholders present with voting right. 3. Board of Directors meetings The Board of Directors holds a meeting on a regular basis, at least four times a year. Each meeting must always have clear agenda and follow-up items. A notice is sent not less than seven days in advance of the meeting, together with the agenda and relevant documents, to allow sufficient time for the Directors to study the information. In cases of urgency, a notice may be sent in a different manner and the meeting may be scheduled for an earlier date, to protect the Company’s right or interest. Each meeting takes at least two hours. All the Directors are given an opportunity to express their views openly and freely. The Chairman of the Board of Directors makes a summary of the discussion and draws conclusions. Directors with vested interest in the matter being considered have to leave the meeting. Minutes are taken after each meeting and the minutes which have been adopted are kept in an orderly manner for convenient and easy retrieving. In 2012, the Board of Directors held for 6 meetings respectively. Please see 9.1 Structure of the Board of Directors for details of the Directors meeting attendance. 4. Sub-Committees For the Company’s effective performance, the Board of Directors has appointed 3 special committees to oversee important tasks - the Audit Committee and the Strategy and Risk Management Committee. Descriptions of the authority and duties of the committees are in the Audit Committee and the Strategy and Risk Management Committee and Nomination and Remuneration Committee The Board of Directors has assigned the Audit Committee to oversee the Company’s good corporate governance, with the following duties and responsibilities: 1. Propose guidelines for good corporate governance to the Board of Directors. 2. Provide advice regarding good corporate governance to the Board of Directors. 3. Supervise the Directors and Management to ensure compliance with the Company’s good corporate governance. 4. Review the procedures of the Company’s good corporate governance by comparing them with international practices for improvement and make recommendations to the Board of Directors. 5. Reports of the Board of Directors The Board of Directors is responsible for the Company’s financial statements and financial information which are contained in the annual report. The financial statements are prepared in accordance with accounting principles generally accepted in Thailand. The financial statements are prepared under an appropriate and consistent policy with careful judgment. Material information is sufficiently disclosed in the Notes to the Financial Statements The Audit Committee has been appointed by the Board of Directors to audit the Company’s financial statements to ensure their accuracy and adequacy. Appropriate and effective internal control and audit are in place. The Audit Committee consists of non-executive Directors who are responsible for the quality of financial reports and internal control. The Board is of the opinion that, in general, the internal control of the Company is at a satisfactory level and can build reasonable confidence in the reliability of the Company’s financial statements. The Art of Living / 81

6. Relationship with Investors The Board of Directors realizes that the Company’s information, financial or otherwise, may influence the process of decision making of investors and stakeholders. The Company therefore has instructed Management to disclose complete, truthful, reliable, consistent, and timely information in compliance with the laws, rules, and regulations related to information disclosure of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, which Management values and follows. In addition to information disclosure according to the requirements of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, the Company has set up the Investor Relations Department which is responsible for information disclosure of the Company to shareholders, investors, analysts, reporters and the general public who are interested in the Company’s securities. In the year 2012, the Company conducted activities to provide information of the Company both directly and indirectly through two analysts meetings, three presentations to investors at the “Opportunity Day” events organized by the Stock Exchange of Thailand, three presentations to fund managers, both domestic and overseas, and one site visit. In addition, Investor Relations provides information and responds to enquiries from investors and reporters by e-mail and telephone on a regular basis. Furthermore, the Company also provides information including operating results, financial statements, Company news, securities information, securities activities, annual reports, Shareholders’ Meeting notices, minutes of Meetings, and other information via its website: www.prinsiri.com, under the Investor Relations Section. Investors may contact Investor Relations for information at 02-617-6900 or to e-mail address: ir@prinsiri.com. In 2009, the Company received the third prize of the IR Excellence Awards in the category of companies with less than 10 billion Baht market capitalization. In 2010 and in 2011, the Company won the first prize for the second group of companies with less than 10 billion Baht market capitalization. The Company will keep on strengthening its investor relations function to further facilitate investors’ access to Company information. The Board of Directors consists of 8 to 4 persons, the proportion of independent directors. Independent More than 1 in 3 of all members by the Stock Exchange of Thailand has set. In each Annual General Meeting. The resignation of one in three if the numbers of directors to be divided into three parts do not match. That is, the number nearest to one in three. The Directors to retire in the first and second year. After registration of the Company to use any lottery that will be released the following year, the directors longest in office shall retire from office. The directors to retire by rotation, this could be the position for a new one In case of vacancy due to other reasons. In addition to retirement by rotation, the Board shall select. 9.3 Recruitment and appointment of directors and senior management highest level Configuration of independent director’s The number of Independent Directors on the Board of Directors shall at all times constitute at least one-third of the total number of Directors, or not less than three. The qualifications of Independent Directors are prescribed in accordance with SEC regulations, as follows: 1. Holding shares representing not more than 5% of the total shares with voting right of the Company, parent company, subsidiaries, associated companies or any juristic persons with potential conflict of interest.

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2. Not being an employee, staff member or salaried advisor or controlling person of the Company, parent company, subsidiaries, associated companies or any juristic persons with potential conflict of interest. 3. Not being a person who has a blood or legally registered relationship as father, mother, spouse, sibling, offspring, including spouses of an offspring of the executives, major shareholders, controlling persons or persons to be nominated as executives or controlling persons of the Company or its subsidiaries. 4. Having no business relationship with the Company, parent company, subsidiaries, associated companies or any juristic persons with potential conflict of interest, which may impede his/her independent discretion and not having any characteristics that may obstruct his/her giving independent opinions on the Companyâ&#x20AC;&#x2122;s operations. Separation of Duties of the Chairman and the Managing Director The Chairman of the Board of Directors and the Managing Director shall in no event be the same person. The Chairman shall be elected by and from among the members of the Board of Directors while the Managing Director shall be recruited. The Chairman plays the leading role in policy decisions of the Company resulting from Board of Directors meetings, at which they consider and set business targets in conjunction with Management. He shall conduct meetings of the Board to ensure effectiveness and efficiency, by encouraging each Director to actively contribute to the meeting, for example, by raising relevant questions. He shall regularly meet with, and give advice to, Management members; oversee and support their operations through the Managing Director, but shall not interfere with day-to-day operations or routine work, which are under the responsibility of Management. The Managing Director shall be in charge of Management. The Board shall empower the Managing Director or acting Managing Director or a named authorized person and no one else to bind the Company within the scope of the powers designated. The Managing Director shall, for efficient operations, delegate authorities to Management to carry out clearly-defined duties and responsibilities. In this manner, it can be seen that the roles and duties of the Board and the Management have been clearly separated and do not overlap. Company Secretary The Company has appointed Mr. Chaiwat Kovitchindachai Company Secretary with duties and responsibilities as follows; 1. Preparation and keeping of the following documents: - Register of Directors - Notices of meetings of the Board of Directors, minutes of Board of Directorsâ&#x20AC;&#x2122; meetings, and the Companyâ&#x20AC;&#x2122;s annual reports - Notices and minutes of Annual General Meetings - Reports on vested interest transactions submitted by Directors and executives 2. Liaising with relevant regulating agencies 9.4 Overseeing the operations of the Company and its subsidiaries The Board has regulatory mechanisms that enable corporate control and responsibility for the operations of its subsidiaries. To maintain the benefits of the investments of the company, however. - Appointment of Policy is / management company. To represent the company to the directors / management or a controlling interest in subsidiaries (including subsidiaries, associates and related companies may be in the future). The Art of Living / 83

- Define the roles and responsibilities of directors and executives who represent the company. Proportion to their shareholding and the regulations or requirements of the company that makes the delivery agent will have to get the approval of the meeting. - Are defined in the regulatory mechanisms that have resulted. The financial disclosures and results of operations for such transactions with related persons. The Transaction and Acquisition or Disposition of Assets. Or making any other important items. Line with the rules of the Securities. And Stock Exchange of Thailand. - Define internal control and strong enough to fit in a subsidiary. And other mechanisms to oversee the company. - Define internal control and strong enough appropriate in a subsidiary. And other mechanisms for the oversight of the company. 9.5 Supervision of the use of inside information The Company’s policy prohibits Directors and executives from using material inside information which has not been disclosed to the public for their own or other people’s benefit, including the trading of the Company’s securities. The following measures are taken to prevent the use of inside information by Management and personnel of the Company: • Informing the Directors and Management members of their duties to report their holding of Company securities as required under Section 59, in accordance with the Notification of the Office of the Securities and Exchange Commission No. Sor.Jor. 14/1997 on Preparation and Disclosure of the Securities Holding Report and the penalties under Section 275 of the Securities and Exchange Act, B.E. 1992. • Forwarding a circular notice to inform executives that those who have access to material information which may affect the price of securities must not use the information before it is disclosed to the public. Executives are prohibited from trading Company securities within one month of public disclosure of the financial statements or material information and from disclosing the information to other people. • Departments with access to such information are prohibited from disclosing it to other units or persons not concerned with the matter. To ensure that the Directors and executives who are required to prepare a report on their securities holding and the change thereof under Section 59 follow the laws, they are also required to inform the Board of Directors on the same day as the day they submit the report to the Office of the Securities and Exchange Commission. Although the Company has not imposed a penalty for failure to submit a securities holding report, it has notified them of the penalties under Section 59 of the Securities and Exchange Act, B.E. 1992 for violation or failure to report securities holding. To emphasize the importance it attaches to the control of the use of inside information, the Company has made it part of the Code of Conduct to be strictly observed by the Directors, executives and employees. 9.6 Remuneration of Auditors The Company and its Subsidiaries paid to the auditors for the year 2011 and the years 2012 and 2013. The yield was 2.03 MB, 2.09 MB and 2.22 MB respectively, the Company did not pay any remuneration other than to the auditors.

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Corporate Social Responsibilities Social Responsibility Prinsiri Limited ( the Company ), a real estate development company for over 14 years with a policy that takes into account the importance of the environment and quality of life in the society . Meet all the needs and the lifestyle of the consumers . By the housing project, detached house, townhomes and condominiums. In both past and present, more than 70 projects with a total staff of over 300 people. We adhere to the enterprise with social responsibility and the environment. In both of the business and the activities to be part of creating a better living environment, good for the people in the general community homes group. And personnel within the organization including encouraging employees to participate in social responsibility. The Social responsibility in this process. Our company has operated continuously since its inception to the present. The slogan of the company “ Prinsiri Enjoyed Creating of Attention to the Detail “ • Business Operations with fairness The Company’s corporate stakeholders as appropriate and fair to all shareholders, consumers, partners, disclosure, transparency and accountability The Company to focus on business operations. By following the framework honestly and fair competition under the framework of law and business ethics. Conduct business with partners fairly. Taking into account the equality And must not bring discredit upon the reputation of the company, or contrary to law - - - -

Do not demand or receive any benefits in addition to trade agreements. Practices to encourage commerce, taking into account environmental and social good. Build relationships and develop. To enhance the quality and potential of the product. For the benefit of customers and the general public. Does not conduct business related to intellectual property infringement.

For employees, the company has provided care for staff as well as welfare benefits, including quality of work life. The Campaign with Employees to improve and maintain an environment within the workplace continues. • Responsible Consumers Company business was development with the realization of the importance of the social environment for our customers in every project, emphasizing the existence of social good. All natural and closer to home, townhome and condominium projects are allocated green space available to all families in recreational activities. And nature park within a residential area after all. The company has improved the standard of goods and services to be universal. Accessible to everyone Include developing products and services for the benefit of help. And reduce environmental impact.

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Guidelines - Continue building residential projects and secure. Customers to have confidence and trust in the quality. - Recruitment and selection of safe and environmentally friendly materials, including the process for verifying the quality of the materials before and after use. - Storage of the home Prinsiri safely. Do not pass on the information of the house to the other. In addition to the consent of the house before. - Support and encourage customers and partners on the importance of using products and services that take into account environmental and social. To achieve sustainable consumption. - Develop products and services to meet the needs of society and the environment to its customers and the general public. To benefit the organization and society. - Conduct business with regard to the importance of physical health. Mental health of its customers and the general public. • Caring Environment Company business is development with the realization of the importance, the social environment in every home project PRIN. Will be focus on the wellbeing of society. And close to nature is the essence of all homes, townhomes and condominium projects are through the analysis of the impact on the environment (Environmental Impact Assessment : EIA) Within the project central green space for all the family activities. And natural garden area in all housing units. New house project to open of the year 2014 “Prin Sathorn - Ratchaphruek” is one of the projects featured in the “The Sustainable Mindset”. Designed with the concept Oxygen Community residents have to live with a more natural environment and good living environment. In addition, the company also has energy policies. By allowing employees to participate in helping to reduce electricity consumption, such as turning off the computer screen, reducing the use of paper, reduce energy consumption and be a part in helping the environment. Sustainable for Life. • Community and Social Prinsiri Limited (the Company) operates in conjunction with the promotion of sustainable prosperity to the community, the company has developed into a residential project. The build quality by creating value for customers, employees and all parties involved. It is also committed to operating its business in strict corporate governance. The regulator system that is transparent, open and fair examination leading to the benefit of stakeholders. And sustained growth It also recognizes the important mission in the society. With the support. Beneficial environmental Potential development of youth and public assistance The Company recognizes the importance of delivering what reintegration includes.

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Donating money to help 10 Foundation 1 million baht per each Foundation as follows: - Orphanage poor CCF under the Royal Patronage of HRH Princess Sirindhorn. - Economic Base Foundation under the Royal Patronage HRH Princess Sirindhorn. - Foundation for Slum Child Care under the patronage of Her Royal Highness Princess. - Bang Khae Home Foundation under the patronage of Her Royal Highness Princess Soamsawali. - Monk Hospital Foundation. - Children’s Foundation - Foundation Suthasinee (Mae Toi). - Light Foundation - Simon Guy HETRAKUL. - ThaiRath Foundation. - Dr. Kovit Virat Wongphiphat Foundation. The quality of life in communities surrounding projects - supported employment in the community. - Strengthen hygiene within the community. - Support the development of infrastructure - Promote the learning of young people. - Natural Resources Conservation. As well as other social events. The Company continues to conduct ongoing annually. • Innovation and dissemination of innovative (CSR) As mentioned in the introduction to the importance of the business, coupled with the environment to the quality of life. The project Prin Sathorn - Sukhumvit has focused on “the concept of sustainability” (The Sustainable Mindset) with a focus on the residents have to live with a more natural environment, atmosphere, and a great living. The implementation of the project • Plan design with emphasis on natural areas through the combination of purpose built home. I have added a special area. Or known “A natural” another room inside the house. And residents to experience nature at any more time. • Implementing LED lights on the main road into the project. Enhance energy efficiency. • Creating lanes for cyclists in the green space in the project. • Reduce the heat to a well-designed house 2 wall thickness of 2 layers in the left - right of the home and adding insulation in the roof. Policy to conduct business with responsibilities of the society. According to the concept of sustainability. The company has publicized to all stakeholders and the general public on a regular ongoing basis. For the better cooperation in operations on the same basis. As well as potential joint operations. And product quality and youth to create social good quality further.

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Internal control and Risk Management 10. Internal control and Risk Management The Company attaches considerable importance to internal control. The Board of Directors assigned the Audit Committee to review and appraise the internal control system, with emphasis placed on having in place an internal control system which is adequate, suitable for the business, efficient and effective. Also covered in the internal control system are utilization of resources, The Company has an Internal Control Consultant, Mrs. Sumon Limpichet, an independent internal auditor who has been hired to ensure that the internal audit department can perform their duties independently with proper checks and balances. The Board also requires the Internal Control Consultant to report directly to the Audit Committee. Guidelines to evaluate the internal control system standard are as follows: 1. Control Environment 2. Risk Assessment 3. Control Activities 4. Information & Communication 5. Monitoring Activities 1. Control Environment The Committee and Management adhere to and focus on what is right, Righteousness and ethical Awareness (Control Consciousness), a sense of control within the organization. To communicate the employeeâ&#x20AC;&#x2122;s awareness of good practice by responsibility, Structuring of organizations that support the operations of the management. And to control it effectively such policies and procedures work. Delegation of authority and responsibility in each job. In order to achieve the objectives of the organization. Cause the checks and balances between them. Audit reports directly to the Audit Committee and reporting lines are clear. It is under the supervision of the Board of Directors of the Company. Has a policy of recruiting Develop and retain good quality, ability and knowledge to support the goals of the organization. By provide the right incentive. 2. Risk Assessment The Company determines the risk assessment process in accordance with the objectives or goals of the business. How to identify and analyze all types of risks, both present and future. Assess whether the measures taken to control. Monitoring of appropriate risk if there is an event that cannot achieve their objectives. Guidelines required to control both the impact and opportunities that will arise. By considering the level of significance to the business side, however, the risk assessment process, both internal and external factors and agencies. Those affect the achievement of corporate objectives. Including consideration of potential opportunities. Corruption (Assesses fraud risk) provide a review of the policies and practices of the organization. Communicated to employees when an event of corruption, and practices as prescribed. Management can understand the changes that occur to the business or risk that may result from the changes. The measures to track events that causes the risk is sufficient. 3. Control Activities The Company defines control activities to reduce the risk to a reasonable level, Acceptable and operational support to meet organizational objectives. The policy making Procedures and practices authority to approve each level. To provide adequate control, concise and thoughtful. The division of responsibilities of each party lines. In order to have the system checked as approved accounting record. And assets to monitor review the transaction or transactions that may have conflict of interests to report. The contract is binding, however, in the event that controlled for general corporate technology systems to support the security of the data. Such as the right to use and modify the data, limitations of the use of information Communication to employees to comply with law-related information. Measures to track transactions through the approval process, such as the articles of association. Criteria, of the Exchange and the basis of the SEC. 88 / The Art of Living

4. Information & Communication The Company prepares its data quality and related internal controls. To help control operating results and understanding the responsibilities of each level. Can be deployed in a timely manner, the Board has sufficient critical information to decision. By meeting documents prior to the meeting within the time period required by law. A document classified into categories appropriately. Communication processes within the organization (Communications internally) is effective to achieve a convenient access to the information necessary for the operation or the review items. Desired External communications processes (Communications externally) is appropriate. We provide a channel of communication with stakeholders such Complaint Center / Call center staff Investor Relations. In order to know the flaws and problems. And to external agencies have been required data / information to the company 5. Monitoring Activities Companies are monitored and evaluated continuously and consistently. Assessments both during the operation and the time. To ensure that internal controls are effective. Since the organization has changed over time to evaluate the results to suit the changes. By the management compare performance against defined goals for Real-time basis to react quickly to the changing environment of control. Monitoring process compliance is Control self-assessment : CSA. For the internal auditor to monitor transactions that may have conflict of interests, each item is necessary. Justification And for the benefit of the Company. Which will appear in the report of the internal audit every quarter to deliver directly to the Audit Committee / Board of Directors for consideration. Performance audit in accordance with International Standards for the Professional Practice of Internal Auditing (International Standards for the Professional Practice of Internal Auditing, (IIA) The policies pursued fix detected significant rapidly. To ensure that the revised appropriately and timely. History Head of the internal auditor of the company Name-Last name : Mrs.Sumon Limpichet Position : Internal audit consulting services Age : 65 Nationality : Thai Education : - Bachelorâ&#x20AC;&#x2122;s Degree in Accounting. Thammasat University : - Certified Professional Audit (CPA) : - Certified Professional Internal Audit Training : - CEO & Integrated Management - Audit Shares Proportion (%) : - None Executive relationship : - None Experience : - The Association of Directors and Auditors of Thailand - As a consultant for risk management and internal control Excise, Department Tobacco Monopoly, Port Authority of Thailand and Communications Authority of Thailand (CAT) The mission of the Office of Internal Audit Internal auditing is to provide a conclusion and counseling fairly and independently. To add value and improve an organizationâ&#x20AC;&#x2122;s operations. Audit helps the organization achieve its goals. By evaluating and improving the effectiveness of the risk management process. Control and governance in a systematic and orderly.

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The scope of the internal audit - To review and report on the reliability and completeness of financial information, Practice. - Reviewing operations to ensure compliance with the objectives and goals set. Are the hallmarks of the work plan, schedule, efficiently and economically. The process of good governance and appropriate. - Review the system has a significant impact on the performance and reporting practices that are in accordance with our plans . Procedures are defined and the relevant of law. - Assess the adequacy of preservation of property and test if it exists. - Assess whether the use of company resources as efficiently and cost effectively The regulatory / Complier practice according to the policies, plans, procedures, laws, regulations and contract requirements. Assurance Services Evaluating audit evidence of documented by impartial auditors, to give opinions or conclusions independently of the risk management process. Internal control And governance of the organization, such as providing financial confidence. Practice Compliance with regulations Security systems. Consulting Services Activity is to provide advice and services relating to the audit committee and management. To add value and improve the risk management process. Under control And corporate governance Without the co-responsibility as administrators. Duties and responsibilities of The Internal audit - Review / prepare a Charter to determine the purpose. Authority and responsibility defining the architecture of inspection activities. Rights and the authority to access the data. Scope of the audit Presented to the Audit Committee for approval. - Audit plan based on risk (Risk-based Plan). To determine the importance of each activity to be monitored in accordance with the goals of the organization. - Presentation and Approval. The interim plan changes that are significant to the management and to the Audit Committee for approval. - Manage resources to ensure that the internal audit is appropriate, with the knowledge, skills; adequate experience can be used to perform the approved work plan effectively. - Different departments within the company must be checked periodically. To determine whether the performance of plans, policies, goals and objectives of the company. As well as regulations and laws. - Assess the effectiveness Operational processes And effectiveness of internal control matters. To include the case was assigned to perform the audit of its affiliates. Affiliates or related companies Including ways to improve the process of activity - Setting clear policies and procedures to guide the internal audit - To coordinate the exchange of information both within and outside the organization. To ensure that the scope of work that examines the critical issues are properly covered. And to reduce operational duplications. - Report of the audit committee and senior management periodically. On purpose Scope of the audit As well as an implementation plan. The report identifies the risk issues. And control significantly. And other regulatory issues, the Audit Committee and senior management want to know. - Monitoring the implementation of the recommendations in the audit report. And liaise with the check. And make recommendations to improve the accuracy. - Follow professional ethics of auditors with integrity uprightness.(Competency) The ability to act (Competency) and confidentiality. (Confidentiality) 90 / The Art of Living

Related transactions 11. Related transactions 1. Value and outstanding of related transactions and persons that may have conflict of interest The Company had following transactions between the persons that might have conflict of interest. Related person/ Nature of related juristic person with Relationship transaction potential conflict of interest The Company holds (1.1) Company 1. Grow Yotha 99.99% of the shares - Purchases (construction Co., Ltd. materials) - Purchases (construction) - contractor and - Centralized construction material supplier administrative expense - Interest - Accrued interest - accounts payable - Creditors retention - short-term loans - Rental Income - Facility administration costs.

Value of related transaction 2012

2013

Unit: MB

Outstanding As at Dec. As at Dec. 31, 2012 31, 2013

20.83

17.74

2.90 10.96

6.82 9.79

0.88 0.52 -

1.07 0.25 -

7.27 7.01 4.14 8.00

0.17 5.65 3.12 10.25 55.45

Reasonability of the transaction Prinsiri Public Company Limited acquired shares of Grow Yotha Co., Ltd. in order to have this company as one of its business units for material cost control, project development and for enhanced competition potential. The company purchases materials, such as cement, door panels, wooden strips, steel, and floor panels, and hires Grow Yotha Co., Ltd. as one of its construction contractors. Selling prices and construction costs of Grow Yotha Co., Ltd., are similar to those proposed by Grow Yotha Co., Ltd. to other contractors. In fact, the prices of some categories of materials sold to the Company are slightly lower than those quoted for other contractors, as Grow Yotha is the Companyâ&#x20AC;&#x2122;s subsidiary. Future material purchases are expected.

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Related person/ juristic person with potential conflict of interest

Relationship

Nature of related transaction

Value of related transaction 2012

2013

Unit: MB. Outstanding As at Dec. As at Dec. 31, 2012 31, 2013

Reasonability of the transaction Rental income arising from the lease of office space. Conditions of Lease office space rental rates in2012. Per month 43,000 baht and 21,000 baht per month in 2013. The facility costs arising from hiring workers with daily care, the common areas of the project Wages. The rate agreed upon. The work done by job done. The aforementioned accounts payable were incurred by purchases cited above. Grow Yotha Co., Ltd., provides a payment term of 30-60 days, which is a normal trading. Such creditorâ&#x20AC;&#x2122;s retention was incurred from employing Grow Yotha Co., Ltd., for construction work such as roofing. The guarantee was received according to the contract at the same rate as that charged to other contractors of the Company as Grow Yotha is the Companyâ&#x20AC;&#x2122;s subsidiary. Future transactions are expected. Instead of paying to reserve Without any interest charge. The Audit Committee has determined that the item purchased. Trade Payable Retention And Provision Such as the normal course of the company The Art of Living / 92

Related person/ juristic person with potential conflict of interest

Relationship

Nature of related transaction

Value of related transaction 2012

2013

Outstanding As at Dec. As at Dec. 31, 2012 31, 2013

Reasonability of the transaction For short-term loans of the company. To finance Current rate of interest on loans at the rate of MLR. Accrued interest And interest Caused by short-term loans. Listed above In accordance with the terms of a loan default, the Audit Committee has determined that the list of short-term loans. Accrued interest And interest The normal lending. And are loans for working capital. It is the business of the subsidiary and the purposes of establishing its business units. The company bears interest at market prices. It is reasonable And contributes to the benefit of the Company and its subsidiaries.

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Related person/ juristic person with potential conflict of interest 2. Prin Venture Company Limited Real estate developer, houses with land and condominium

Relationship

Nature of related transaction

The Company holds (2.1) Company 100% of the shares. - Short-term loans - Accrued interest Receivable - Cash reserve - Interest received - Purchase of Land

Value of related transaction 2012

2013

Unit: MB. Outstanding As at Dec. As at Dec. 31, 2012 31, 2013

60.00 2.96

328.69 12.53

2.87 -

9.56 -

19.77

0.90 5.62

Reasonability of the transaction Prin Venture Co., Ltd. was a joint venture company between the Company and Univenture PCL, with share holdings of 100% of the registered capital. For short-term loans of the company. To finance circulating, the Current rate of interest on loans at the rate of MLR. Accrued interest And Interest recieved Caused by short-term loans listed above. In accordance with the terms of the loan instead of paying the normal reserves. Without any interest charge. The Audit Committed is of the opinion that the short-term loan, the accrued interest receivable and the interest received were in proportion with the shareholdings and were in accordance with the joint venture agreement. The loan increased the subsidiaryâ&#x20AC;&#x2122;s liquidity and the interest rate charged by the Company was the market rate. The transactions were therefore deemed reasonable and beneficial to the Company and the subsidiary.

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Related person/ juristic person with potential conflict of interest

Relationship

Nature of related transaction

Value of related transaction 2012

2013

Outstanding As at Dec. As at Dec. 31, 2012 31, 2013

Reasonability of the transaction Parent Company loan guarantee. To guarantee long-term loans In order to fund development projects Prinsiri Limited (the Company) in the future is expected to continue with such transaction. The Audit Committee has considered that. The List of loan guarantees The proceeds are used to Development of the parent company It is reasonable and contributes to the benefit of the Company and its subsidiaries. Instead of paying to reserve a Subsidiary temporarily without interest charges. Land purchase Arising from the acquisition land to be developed. A residential project in the future. The Audit Committee has considered that. Land purchase The normal values are close to the market price. It is reasonable And contributes to the benefit of the Company and its subsidiaries.

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Related person/ juristic person with potential conflict of interest 3. CN SPR (Thailand) Company Limited

Relationship

Nature of related transaction

The Company holds (3.1) Company shares, representing - Remuneration for the 99.97 % of the right to use land paid-up - Short - term loan registered capital. - Accrued interest - Revenue from the sale of land - Interest received

Unit: MB.

Value of related transaction 2012

2013

Outstanding As at Dec. As at Dec. 31, 2012 31, 2013

72.31

3.94

91.98 2.36 -

2.36

Reasonability of the transaction Prinsiri Public Company Limited established CN SPR (Thailand) Company Limited in order to make this company one of its business units dealing with sales and leasing of property and to enhance its competitiveness. The short-term loan between the Company and CN SPR (Thailand) Company Limited was for increasing the latterâ&#x20AC;&#x2122;s liquidity and for property purchases. Interest was charged at MLR per annum. Since it is the Companyâ&#x20AC;&#x2122;s subsidiary, this transaction is expected to continue. The accrued interest receivable and the interest received resulted from the short-term loan and were in line with normal borrowings. The Audit Committed was of the opinion that the short-term loan, the accrued interest receivable and the interest received were normal borrowing. The loan was made for use as working capital of and for land purchases by the subsidiary which is its normal business and is in accordance with the Companyâ&#x20AC;&#x2122;s objectives of setting up the business unit. In addition, the interest was charged at the market rate. This transaction was therefore deemed reasonable and beneficial to the Company and the subsidiary. The Art of Living / 96

Related person/ juristic person with potential conflict of interest

Relationship

Mr. Santi Kovitchindachai is the authorized Director of this company. He is a Distributor of curtains, brother of Ms. Siriluck blinds, wallpapers and Kovitchidachai. At present he holds furniture. the Companyâ&#x20AC;&#x2122;s shares at 1.92% of the paid-up registered capital. And he holds Thai Chinda Curtain Company Limited Shares at 14.5 % of the paid-up registered capital.

4. Thai Chinda Curtain Company Limited

Nature of related transaction

(4.1) Company - Trade payables - Cost of sales (decoration wages)

Unit: MB.

Value of related transaction 2012

3.17

2013

4.66

Outstanding As at Dec. As at Dec. 31, 2012 31, 2013

0.01 -

Reasonability of the transaction Land purchase Compensation and the right to use the land to develop a residential project in the future. The Audit Committee has considered. That the land acquisition. Compensation and the right to use land. To bring future development is normal. The price is the price agreed is the price reasonable. The benefit to the company. And subsidiaries. The Company purchased curtains, blinds and wallpaper from Thai Chinda Curtain Company Limited. The selling prices were similar to those paid to by other suppliers. The Company has made purchases from this company for an extended period of time because of productsâ&#x20AC;&#x2122; quality, especially its curtains which are well known for workmanship. In addition product delivery is on time. Therefore, this transaction is expected to be repeated in the future. The accounts payable were incurred by purchases cited above. Thai Chinda Curtain Company Limited provides 30 - 60 days term of payment, which is a normal business practice. The Audit Committed has examined the transactions and was of the opinion that the purchases, accounts payable. The Art of Living / 97

Related person/ juristic person with potential conflict of interest

Relationship

Nature of related transaction

5. Blessed Assets Group Co., Ltd.

Director / shareholder (5.1) Company - Purchase of land for of the companyâ&#x20AC;&#x2122;s Asset Management development projects. Group, Ltd. is the one who close up to the Company.

6. Blessed Build Co.,Ltd.

Director / shareholder of the Blessed Build Co., Ltd is a person close to the company. The Presidentâ&#x20AC;&#x2122;s wife without a marriage license.

(6.1) Company - Accounts payable contractors. - Payables Retention - Cost of sales (wages Contractor)

Unit: MB.

Value of related transaction 2012 -

2013 215.00

Outstanding As at Dec. As at Dec. 31, 2012 31, 2013 215.00

215.00

0.03

9.87

64.96

0.20 -

2.62 -

Reasonability of the transaction The purchase of land for development projects in the future. The Audit Committee and Board of Directors has determined that the purchase price. Land for sale close to the price of freedom permitted by the Office of the Securities and Exchange Commission. Dii, and that was in a good location. The transaction value is appropriate. Land purchase and the conditions and terms of prices in the same way that any reasonable action. The company hired a construction company to build limited, Blake hired. Is similar to other contractors of the company. Accounts payable And Payable retention is caused by a company hired Blessed Build Company Limited. Construction operations, such as construction. Tile work, roofing, etc. The insurance company deducted under the contract the contractor. And a normal ratio deducted under the contract. Unlike other general contractors of the company.

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Related person/ juristic person with potential conflict of interest 7. Pleanery Mall Co., Ltd.

Relationship

Nature of related transaction

(7.1) Company Company holds 100.00 % of the paid - Cash Reserve - Short-term loans up capital. - The loan guarantee - Interest receivable - Land rents receivable - Interest - Revenue from land rental

Unit: MB.

Value of related transaction 2012 -

2013 3.18 7.86

Outstanding As at Dec. As at Dec. 31, 2012 31, 2013 -

4.44 134.00 0.16 7.86 -

Reasonability of the transaction For the short-term loans of the Company. To finance Current rate of interest on loans at the rate of MLR. Because such companies are subsidiaries of the company. Accrued interest And interest Caused by short-term loans listed above. In accordance with the terms of a loan default. Instead of paying back its subsidiaries temporarily without calculation. Common interest between. The Audit Committed is of the opinion that the short-term loan, the accrued interest receivable and the interest received were in proportion with the shareholdings and were in accordance with the joint venture agreement. The loan increased the subsidiaryâ&#x20AC;&#x2122;s liquidity and the interest rate charged by the Company was the market rate. The transactions were therefore deemed reasonable and beneficial to the Company and the subsidiary.

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Related person/ juristic person with potential conflict of interest

Relationship

Nature of related transaction

Value of related transaction 2012

2013

Outstanding As at Dec. As at Dec. 31, 2012 31, 2013

Reasonability of the transaction Parent Company loan guarantee. To guarantee long-term loans In order to fund development projects Plernery Mall Company Limited. in the future is expected to continue with such transaction. Until the debt back. The Audit Committee has considered the proposed transaction Loan facility to finance the development of its subsidiaries. It is reasonable and beneficial to the company and subsidiaries. The Company provides to Subsidiary land lease to develop a Property. Investment a 30 year lease to rent the land at a price. The same independent assessor approved of SEC. The Audit Committee and Board of Directors have considered. That the land rent Close to the independent evaluation. That has been authorized by the Securities Commission Stock exchange Land rent and the rental price is right. Land such terms and conditions as per contract.

8. Prin Energy Co., Ltd.

Company holds. 99.97 % of the paid-up capital.

(8.1) company - Cash reserve

0.22

Instead of paying back its subsidiaries temporarily without calculation. Common interest between. The Art of Living / 100

2. Measures or procedures for approval of related transactions The Board of Directors passed a resolution that related transactions shall be approved by the Audit Committee. Such related transactions must be carried out in the best interest of the Company. Prices of related transactions must be at market rates which can be compared to those offered by outsiders. The terms of related transactions must be consistent with normal business practices. An equal opportunity has to be offered to other suppliers to propose their prices for competition. The Company is required to comply strictly with the laws related to securities and exchange, including the regulations of the Stock Exchange of Thailand with regard to entering into connected transactions or acquisition and disposition of its assets. Persons with vested interest in such transactions have no voting right in such matters and reports have to be made to the Board of Directors for information. 3. The policy or trend of related transactions The Company has set a policy toward entering into related transactions in normal business procedures which are transactions happening normally and continuously. Conditions are specified in accordance with normal market business practices. Comparisons can be made with prices faced by outsiders, are fair and reasonable and can be verified. The criteria and procedures for related transactions are to be submitted to the Audit Committee for consideration. The Company will also request the Audit Committee Members or an independent expert to examine the transaction and provide an opinion regarding the suitability of the prices and the reasonability of the transaction. As for future related transactions, such as purchases of curtains, blinds and wallpaper from Thai Chinda Curtain Company Limited, purchases will depend on justifications and the Company’s necessity. Payments and reception of compensations between each party will be based on market prices and fair. The Audit Committee will provide an opinion toward such transactions, using market prices of other parties for comparison. The Company does not have any policy to provide financial support to related companies except for loan extension to a subsidiary which is based on the shareholding proportion. The Company does not have any policy regarding Directors’ loans, guarantees by a Director and advances for the Company. The existing Directors’ loans and guarantees by a Director shall not increase in the future. However, if an emergency case arises, such transactions must be approved by the Board of Directors on a case-by-case basis. In case there is a related transaction with a person with potential conflict of interest or with vested interest, the Company’s policy is to seek an opinion from the Audit Committee with regard to prices, the rates of compensations, and the necessity and suitability of such transaction. During the voting on the matter, the Directors with vested interest shall not have the voting right.

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4. Measures to protect investors In order to protect investors, if in the future there is any related transaction with persons with potential conflict of interest, vested interest or potential future conflict of interest, the Company will arrange the transaction through a meeting of the Board of Directors at which the Audit Committee Members are present. The purpose is to ensure that the transaction is carried out fairly and has a suitable pricing arrangement. In case the Audit Committee is not familiar with the possible related transaction in question, the Company will request an independent expert or the Company Auditor to provide an opinion regarding the transaction, for use in the decision making by the Board of Directors or the shareholders, as the case may be. The Board of Directors is required to comply with the laws related to securities and exchange and the regulations, announcements, orders or requirements of the Stock Exchange of Thailand as well as to fulfill the requirements regarding disclosure of information about connected transactions. In order to protect investors, if in the future there is any related transaction with persons with potential conflict of interest, vested interest or potential future conflict of interest, the Company will arrange the transaction through a meeting of the Board of Directors at which the Audit Committee Members are present. The purpose is to ensure that the transaction is carried out fairly and has a suitable pricing arrangement. In case the Audit Committee is not familiar with the possible related transaction in question, the Company will request an independent expert or the Company Auditor to provide an opinion regarding the transaction, for use in the decision making by the Board of Directors or the shareholders, as the case may be. The Board of Directors is required to comply with the laws related to securities and exchange and the regulations, announcements, orders or requirements of the Stock Exchange of Thailand as well as to fulfill the requirements regarding disclosure of information about connected transactions.

102 / The Art of Living

Statements of Financial position and operating results 13. Statements of Financial position and operating results 13 Financial Statements 13.1.1 Review reports of the Certified Public Accountants (1) Report of the Certified Public Accountant for fiscal years end December 31, 2013 Mrs.Vilairat Rojnuckarin CPA License No. 3104, of DIA International Auditing, expressed an opinion that. We do not have a reason to believe that the interim financial statements do not present fairly the financial system. Performance as well. And cash flows. Accordance with the standards in all material respects the financial report. (2) Report of the Certified Public Accountant for fiscal years 2012 and 2011 Mrs. Suvimol Krittayakien, Certified Public Accountant No. 2982, of DIA International Auditing, expressed an opinion that the Companyâ&#x20AC;&#x2122;s Financial Statements as at 31 December 2012, and 2011 and the operating results of the Company and the subsidiaries were correct, in all material respects, in accordance with generally accepted accounting standards

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13.1.2 Summary of the financial position and operating results Summaries of the Balance Sheets, Profit and Loss Statement, the Statement of Cash Flows and Financial Ratios. Statement of financial position.

Assets

Current assets Cash and cash equivalents Current investment Trade receivables and other receivable Inventories Other current assets Total current assets Non-current assets Investment Property Land and equipment Deferred tax assets - net Intangible assets Land held for development Deposit at bank with commitment Other non-current assets Total non-current assets Total assets Liabilities and shareholdersâ&#x20AC;&#x2122; equity Current liabilities Bank overdrafts and short-term loans from financial situations Short-term loans - promissory notes Land payable - promissory notes Accounts and Other creditors Unrealized installment income Long-term debt due within one year Other current liabilities Total current liabilities Non-current liabilities Liabilities in finance leases Long-term loans Debenture Provisions for employee benefits Credit fund Other non-current liabilities Total non-current liabilities Total liabilities 106 / The Art of Living

As at December 31, 2011 MB % 102.68 8.82 64.50 5,513.11 7.91 5,697.02

As at December 31, 2012 MB %

1.46 153.21 0.13 49.73 0.92 80.94 78.33 5,359.70 0.11 79.55 80.94 5,723.13

As at December 31, 2013 MB %

2.13 323.93 0.69 0.00 1.12 193.01 74.41 6,687.77 1.10 235.70 79.46 7,440.41

3.57 0.00 2.13 73.69 2.60 81.98

0.00 0.00 212.33 2.95 326.79 3.60 33.36 0.47 30.49 0.42 93.89 1.03 9.91 0.14 9.39 0.13 16.94 0.19 0.00 0.00 2.71 0.04 29.46 0.32 1,252.88 17.80 1,176.80 16.34 1,081.47 11.92 32.77 0.47 31.45 0.44 73.97 0.82 12.44 0.18 16.30 0.23 12.84 0.14 1,341.36 19.06 1,479.47 20.54 1,635.36 18.02 7,038.38 100.00 7,202.60 100.00 9,075.77 100.00 721.64

10.25

547.72

7.60

874.98

9.34

105.00 70.00 317.89 51.1 0.89 31.36 1,297.88

1.49 40.00 0.99 152.78 4.52 274.15 0.73 51.76 0.01 787.25 0.45 27.33 18.44 1,880.99

0.56 45.00 2.12 120.38 3.81 414.82 0.72 43.94 10.93 764.18 0.38 29.00 26.12 2,292.30

0.50 1.33 4.57 0.48 8.42 0.32 25.26

0.86 1,849.79 400.00 2.71 25.32 0.72 2,279.40 3,577.28

0.01 1.31 26.28 1,244.18 5.68 284.40 0.04 5.02 0.36 21.88 0.01 32.39 1,556.79 50.83 3,437.79

0.02 17.27 3.95 0.07 0.30 21.61 47.73

0.04 18.15 13.77 0.08 0.27 0.15 32.45 57.70

3.66 1,647.69 1,250.00 7.49 22.61 13.24 2,944.70 5,237.00

Statement of financial position.

Shareholders’ equity Registered capital 1,276,041,855 common shares, Baht 1 each Registered capital 1,216,049,401 common shares, Baht 1 each Registered and paid capital - 1,219,971,755 common shares, Baht 1 each Premium on share capital The capital of Share-based Payment Retained earning Appropriated legal reserve Inappropriate Unrealized profit from exchange rate Non-controlling interests Total shareholders’ equity Total liabilities and shareholders’ equity

As at December As at December As at December 31, 2011 31, 2012 31, 2013 MB % MB % MB % 0

1,276.04

1,216.05

1,216.04 440.21 0.00

17.28 1,219.30 6.25 442.76 0.00 4.27

16.93 1,219.97 6.15 443.28 0.06 7.17

121.60 1.73 1,683.23 23.92 0.00 0.00 0.02 0.00 3,461.10 49.17 7,038.47 100.00

127.60 1.77 1,970.86 27.36 0.00 0.00 0.02 0.00 3,764.81 52.27 7,202.60 100.00

13.40 4.87 0.08

127.60 1.41 2,040.73 22.49 0.00 0.00 0.02 0.00 3,838.77 42.30 9,075.77 100.00

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Summary statement of comprehensive income.

Port and Loss Sales of real estate Sales of land Revenue from construction Other income Total revenues Expenses Cost of sales of real estate Cost of sales of goods Cost of construction Selling and administrative expenses Other epenses Total expenses Interest expenses Profit before income tax Income tax Income before equity minority Section of minority Net profit Basic earnings per share net profit Weighted average number of common shares Net profit earnings per diluted share Earnings per share - attributable to the parent company Weighted average number of ordinary shares (shares)

108 / The Art of Living

As at December 31, 2011 MB %

As at December 31, 2012 MB %

As at December 31, 2013 MB %

2,202.24 31.98 3.86 17.89 2,255.97

97.62 2,770.73 1.42 25.69 0.17 6.38 0.79 17.24 100.00 2,820.04

98.25 2,399.07 0.91 39.02 0.23 17.94 0.61 19.20 100.00 2,475.23

96.92 1.58 0.72 0.78 100.00

1,371.19 28.23 3.52 543.09 1.64 1,947.67 28.86 279.44 76.40 203.05 0.00 203.05

60.78 1,766.42 1.25 23.31 0.16 5.67 24.07 571.23 0.07 1.95 86.33 2,368.58 1.28 17.12 12.39 434.34 3.39 79.91 9.00 354.43 0.00 0.00 9.00 354.43

62.64 1,594.75 0.83 36.03 0.20 14.44 20.26 534.32 0.07 31.21 83.99 2,210.75 0.61 21.00 15.40 243.48 2.83 51.68 12.57 191.80 0.00 0.00 12.57 191.80

64.43 1.46 0.58 21.59 1.26 89.31 0.85 9.84 2.09 7.75 0.00 7.75

0.17 1,216,385,241

0.29 1,216,164,957

0.16 1,219,645,941

0.17

0.29

0.16

1,219,562,489

1,216,164,957

1,219,645,941

Statements of Cash Flows 2011 Cash flows from operating activities Profit (loss) before income tax Adjustment net profit to cash receipt (disbursement) from operating activities Penalty for delay Profit from temporary investment Other income Depreciation Doubtful debts Amortization of intangible assets Doubtful accounts Bad debt Employee benefits List for paid by the shares is criterion Other expense Losses from lawsuits Interest expense Profit (loss) from operating activities before changes of operating assets and liabilities operating (Increase) Decrease in changes in part of operation Inventories Accounts receivable Inventories Land for development Other non-current assets (Increase) Decrease in changes in part of operation assets Increase (Decrease) in changes in part of operating liabilities Accounts and Other creditors Account payable for land-promissory note Unrealized installment income Other current liabilities None current liabilities Increase (Decrease) in changes in part of operating liabilities Cash provided by (used in) operating activities Cash paid for interest Cash paid for income tax Net cash provided by (used in) operating activities

2012 (Update)

2013

279,442,009.88 434,342,882.98 243,475,519.00

(1,039,023.02) (445,849.06) 0.00 (2,107,353.37) 11,186,702.18 8,845,166.84 1,425,814.38 1,333,494.41 0.00 271,455.98 336,902.00 524,710.04 2,706,684.64 2,316,840.59 0.00 5,185,862.99 1,458,087.69 (196,841.84) 8,580,152.00 0.00 28,858,545.01 17,118,754.05

(30,520.31) 79,624.26 7,410,648.13 2,111,485.24 483,204.77 765,231.74 2,467,549.56 3,085,059.98 1,338,438.77 25,301,491.07 20,998,231.24

331,900,783.86 467,189,123.61 307,485,963.45 (38,463,340.06) 1,771,237,000.90 280,199,433.69 0.00 3,463,923.66 1,526,036,983.61

(17,259,605.32) 340,185,067.06 (71,637,479.60) (88,521,183.64) (3,864,887.32) 158,901,911.18

(114,189,219.79) (884,702,981.61) (156,153,303.35) (29,070,192.10) (4,050,001.02) (978,385,396.65)

(66,077,923.68) 0.00 (698,890.00) (96,308,116.39) 0.00 (163,084,930.07) 1,357,221,129.82 (128,965,234,64) (105,879,937.09) (1,592,066,301.55)

(36,835,060.48) 0.00 661,057.05 2,283,910.39 0.00 (33,890,093.04) 592,200,941.75 (174,405,482.63) (86,410,629.07) 331,384,830.05

106,116,030.95 (82,782,400.00) (7,814,850.05) (619,308.39) 13,242,399.05 28,141,871.56 (852,537,862.86) (206,270,044.08) (58,566,940.20) (1,117,374,847.14)

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Statements of Cash Flows (continue) 2011 Cash flows from investing activities Cash paid for purchase of current investment (584,905,310,24) Cash received from sales of current investment 799,546,499.97 (Increase) Decrease in deposit with commitment 3,371,733.99 Cash received from asset sales 1,972,624.60 Cash paid for purchase of office equipment and supplies (18,640,657.86) Cash paid for purchase of land held for development 0.00 Acquisition of intangible assets 0.00 Net cash provided by (used in) investing activities 201,344,890.46 Cash flows from financing activities Bank overdrafts and short-term loans from financial 50,547,957.43 institutions increase (decrease) Short-term borrowings increased (decreased (5,000,000.00) Finance lease liabilities increase (decrease) (1,270,179.90) Long-term loans increased (decreased) 1,065,352,382.67 Proceeds from bond issuance 400,000,000.00 Cash paid for ordinary shares 0.00 Cash paid for shares Dividend pay out (132,651,003.32) Net cash provided by (used in) financing activities 1,376,979,156.88 Cash and cash equivalents increased (13,742,254.21) (Decrease) Net Cash and cash equivalents as at January 1 116,426,150.13 Cash and cash equivalents as at December 30 102,683,895.92

110 / The Art of Living

2012

2013

(Update) (390,714,838.29) 0.00 350,248,765.28 49,764,735.62 (1,928,108.21) (43,129,585.18) 2,066,447.97 209,640.00 (7,880,257.92) (74,161,019.78) 0.00 (113,793,132.95) (1,114,833.00) (14,391,687.49) (49,322,824.17) (195,501,049.78) (80,915,564.07)

327,260,482.37

(65,000,000.00) 5,000,000.00 (1,417,024.14) (1,990,518.70) (388,299,817.48) 499,861,512.00 360,000,000.00 774,400,000.00 4,892,700.00 1,002,750.00 (60,800,087.75) (121,930,355.50) (231,539,793.44) 1,483,603,870.17 50,522,212.44 170,727,973.25 102,683,895.92 153,206,108.36

153,206,108.36 323,934,081.61

Financial Ratios

Liquidity Ratio Liquidity ratio (Times) Quick ratio (Times) Receivable turnover ratio - real estate (Times) Collection days - real estate (Days) Inventory turnover (Times) Average number of days sales (Days) Account payable turnover (Times) Payment days (Days) Cash Cycle (Days) Profitability Ratio Gross profit margin - real estate (%) Gross profit margin - construction materials (%) Operating profit margin (%) Net profit margin (%) Return on equity (%) Efficiency Ratio Return on total assets (%) Return on fixed asset (%) Asset turnover (Times) Financial Policy Ratio Debt to Equity ratio (Times) Interest payment ratio (Times) Dividend Payment (%)

2011

2012

2013

4.39 0.14 34.14 10.54 0.41 879.76 4.41 81.57 808.73

3.04 0.19 34.23 10.52 0.53 684.16 6.55 54.97 639.71

3.25 0.33 12.43 28.96 0.37 972.67 3.97 90.77 910.87

37.74 8.78 13.78 9.00 5.87

36.25 11.08 16.11 12.57 9.14

33.53 19.54 10.77 7.75 5.00

2.88 15.14 0.32

4.92 23.96 0.39

2.11 11.73 0.27

0.89 10.68 30

0.77 26.38 34

1.19 12.60 64

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Analysis and Discussion of the Managements 14. Explanation and Analysis of Financial Position and Operation Results. 14.1 Operating Results Analysis Overview of the past performance Bank of Thailand reported that the economic growth in 2013, down from last year as the weakening of demand. During of the first half remained robust. But the second half were began Measures an economic stimulus expired. And household debt began to rise. When combined with the effects of conventional expulsion the government. That Cause slowing housing purchase decisions of customers. Financial institutions have tightened lending standards for housing, coupled with the companyâ&#x20AC;&#x2122;s slowing sales project and delivery home later than expected to cause revenue recognition has slowed down. However, during the companyâ&#x20AC;&#x2122;s promotion in various forms such as free 2-year program and free program to transfer the mortgage or down payment 0% interest by the credit cards and so on. This market has been good enough. In addition, the company continues to focus on defining the right price. Meticulous in design and construction, with cost control to remain competitive. In 2011 the Company launched a new project for 6 projects worth over 4,712.93 MB to have projects for sale in total as at December 31, 2011 amounted to 24 projects, worth a total of 18,408.99 MB with the balance. Sales in 2011 were valued at 2,110.83 MB and total revenue recognized real estate valued at 2,202.24 MB. In 2012 the Company launched a new project, worth a total of 3 projects. A project value 549.88 MB. Making a total of 24 projects launched projects with a total project value of 17,266.59 MB, with sales in 2012 valued at 3,076.32 MB and total revenue recognized of real estate valued at Baht 2,770.73 MB due to the Companyâ&#x20AC;&#x2122;s projects to open was less. Because the company has many projects while the construction team is not enough. In 2013, the Company launched a new project, all 4 projects. A project value 3,254.88 MB, the project launched a total of 26 projects with a total project value of approximately 19,018.62 MB in 2013, the value of sales totaling approximately 13,163.36. MB, with sales in 2013 was 1,841.12 MB with total revenue recognition from the sale of real estate of approximately 2,399.07 MB. Gross profit on sale of property of the company in 2011, 2012 and 2013 , the Company had gross profit of 831.05 MB, 1,004.31 MB, and 804.33 MB, respectively. The gross profit in 2012 increased by 20.85 % due to the higher revenues from the sale of real estate projects like Smart Condo Watcharaphon . For some projects, and townhome in 2013, gross profit decreased by 19.91 % due to revenue recognized from the sale of immovable properties. Mainly due to the decrease of the recognition of revenue from the condominium sales decreased. In 2011, the revenue from the sale of real estate 2,202.24 MB, a decrease of 48.76% of 2010 real estate sales in 2011 due to the sale and transfer of ownership of the company cannot meet the target. Attributed to flooding in late 2011 decreased revenue from real estate sales dropped almost 50 % compared to 2010. Compared to the year 2010 for the year 2012, the revenue from the sale of real estate of 2,770.73 MB in revenue from the sale of such real estate is the higher than recognized the year 2011 to 568.49 MB, which is a major cause. The revenue was higher due to the slow transfer of ownership in 2011. Was transferred in 2012 the company has completed the construction and timely delivery to our customers within the stipulated time. In 2013, the Company and its subsidiaries had revenues of 2,399.07 MB from real estate sales, real estate income, the outstanding balance under the revenue recognition in 2012 of 371.66 MB or 13.41 %.

112 / The Art of Living

A. Revenue The main income of the Company and its subsidiaries are income from real estate sales. Type of housing and type of condominiums, and the year 2011, 2012 and 2013 consolidated revenues from real estate sales were 2,202.24 MB, 2,770.73 MB and 2,399.07 MB, respectively. Increased by 25.81 % and decreased by 13.41%, due to the postponed the launch of the detached house project in 2011, the company has a wide range of goods to meet the demand of consumers. For the year 2012, the revenue from the sale of real estate of 2,770.73 MB in revenue from the sale of such property exceeds the outstanding balance at the year recognition in 2011 to 568.49 MB. The main reason for the recognition of higher revenue due to customers delaying the transfer of ownership in 2011 and came to transfer in 2012 the company has home construction completed and delivered to customers in the time limit. For the year2013, the revenue from the sale of real estate of 2,399.07 MB, down from in 2012 due to slow down sales and project delivery home later than expected. Revenues from sale property of the Companies and Subsidiaries categorized by three types of products (detached houses, townhomes and condominiums) the revenue of the estate in 2010 to 2012 are as follows:

Revenue

Operator

Detached house - upper market Detached house - middle market/ Semidetached house Townhouse/Home Office Condominium

Prin Prin

Total revenue from property sales Revenue from goods sales Revenue from construction Other revenues Total revenue

Prin Prinsiri/Prin Venture Prinsiri/Prin Venture Grow Yotha Grow Yotha Company/ Subsidiary

2011 2012 2013 Consolidated Financial Consolidated Financial Consolidated Financial Statement Statement Statement % MB % MB % MB 0.00 0.00 68.40 2.43 0.00 0.00 378.45 16.78 297.08 10.53 368.81 14.90 1,063.68 760.11

47.15 1,638.83 33.69 766.42

58.11 1,536.69 27.18 493.57

62.08 19.94

2,202.24

97.62 2,770.73

98.25 2,399.07

96.92

31.98 0.00 21.75 2,255.97

1.42 0.00 0.96

25.69 6.38 17.24

100.00 2,820.04

0.91 0.23 0.61

39.02 17.94 19.20

1.58 0.72 0.78

100.00 2,475.23

100.00

Notes : Sales prices of detached house - upper market are from 10 MB., Detached house - middle market Sales prices of detached house - middle market are 3-10 MB.

The Art of Living / 113

The companyâ&#x20AC;&#x2122;s revenue from real estate sales, Detached house on upper market in 2012, total 68.40 MB due to revenue recognition of detached house on upper market , namely , the Siritawara Oriental Project is a 2 storey house project located at Praditmanutham Road. (Ekamai - Ramindra ) is a project of 67 units, of the land area 30-2-44 rai. The approximately 1,129.68 MB by the year 2013 there are 5 homes available for sale and is worth about 72 MB. The Company and the subsidiaries generated 378.45 MB, 297.08 MB and 368.81 MB, respectively. For the middle market detached house/semi-detached house sales in 2011, 2012 and 2013 respectively, decrease by 21.50 %, and increase 24.15 %, respective. Revenue from the sale of real estate, Townhouse / Home Office in 2011, 2012 and 2013 were 1063.68 MB, 1,638.83 MB and 1,536.69 MB, respectively. An increase of 54.07 and decreased 6.23 respectively for the year 2012, the Companyâ&#x20AC;&#x2122;s revenue. Inflated a result of customers delaying the transfer of ownership in 2011 and come back to transferred in 2012. The company recognized income from townhome higher than detached House and condominiums. Because the Company has recognized revenue from the project opened in late 2010 and early 2011 of approximately 1,053.48 MB. For the year 2012, the sales revenue recognition of townhome higher than detached House and condominiums is worth 1,638.83 MB or 59.15 % of income property. The percentage breakdown of a company that is 50 - 60 % and in 2013 the Company has recognized revenue of townhomes, single homes and condominiums worth more than 1,536.69 MB, representing 64.05 % of income property. Sales of construction materials through Grow Yotha Group Company Limited, a subsidiary which supplies materials mainly to the Company and its contractors, totaled 31.98 MB, 25.69 MB and 39.02 MB respectively. in 2011, 2012 and 2013, respectively. increasing by 51.89 % decreasing by 19.67 %, respectively. In 2012, Grow Yotha Group Company Limited sold construction materials to the Company and the subsidiaries. The related transactions were eliminated in the preparation of the consolidated financial statements, thus there was a decrease. The increase in its revenue in 2010, 2011 and 2012 was because the Company adjusted its strategy and focused more on external customers than construction contracts. In 2013, the revenue from the construction. Through the Grow Yotha Group Company Limited, a subsidiary of the Company. By the Contractor furnished, additions to the customers of Prin project. B. Cost of sales The cost of sales of the real estate business consists of land, land development costs, construction costs, expenses relating to the projects and interest expenses. The real estate cost of sales of the Company and the subsidiaries in 2011, 2012 and 2013 totaled 1,371.19 MB, 1,766.42 MB and 1,594.75 MB, representing 62.26%, 63.75% and 66.47% of the revenues from real estate sales, respectively. For the year 2011 till the year2012 The Cost of sales decreased due recognition of revenue from a high gross margin from the projects Condominium received investment promotion (BOI) and the Townhouse some projects have been developed. new construction technology as well. The construction team with an expert. The cost of sales decreased in 2013 for the cost of sales ratio increased. Due to the recognition of revenue is projected to decrease. This project is a commercial project with a gross profit margin is relatively higher than other types of real estate sales. The Major Cost of sales of the company and its subsidiaries as variable costs include the cost of land, cost of construction, Costs associated with the project and Interest costs Increased cost of sales increased due to the cost of construction materials has risen. While some area making it tougher competition may make it impossible to adjust the price up significantly. 114 / The Art of Living

C. Total expenses In 2011, 2012 and 2013 the Company and its subsidiaries had total expenses were 544.73 MB, 573.18 MB and 565.55 MB respectively, a decrease of 1.33 %, increase of 5.22 % for the total cost is mainly due to the use The main expense is the cost of advertising and promotion increases. Which the company has launched a new project. It needs to be more publicity about the project to customers and prospective customers increased. The year 2011 in addition to advertising and promotion. The company also has a cost in terms of the various management increases, the total cost of the company increased in recent years as well. For the year 2012 a cost higher. Primarily of costs related with the recognition of revenue, such as higher property tax, business tax and fee transfer. The costs no higher an important part , however, when comparing the ratio of total expenses to total income of 2011 and the years 2012 and 2013 are equal to 24.15 %, 20.00 % and 23.00 % , respectively, in 2013 there rise due to other expenses, such as the recognition of revenue in 2013 , representing a decrease from the year 2012. D. Profit The Companyâ&#x20AC;&#x2122;s gross profit in 2011, 2012 and 2013 were 831.05 MB, 1,004.31 MB and 804.33 MB, respectively, gross margin increased to a 20.85 % decrease 19.91 % the major cause rate of gross profit in 2012 increased. Comes from revenue recognition the Condominium project and Shop house major cause gross margins in 2013 decreased due to the revenue recognition of horizontal project no Shop house and revenue recognition for condominium project. It not according to estimates. In year 2011, 2012 and 2013 The Companyâ&#x20AC;&#x2122;s and its subsidiaries consolidated net profit of 203.05 MB and 354.43 MB to 191.80 MB, respectively, net profit margin was 9.00 %, 12.56 % and 7.75 %, respectively. A decrease in the ratio of net profit. Is caused by the above mentioned topics A) Revenue. B) Cost of sales and C) Related to cost of sales and administration. As a result, net profit declined. E. Return on equity In year 2011, 2012 and 2013 the Companyâ&#x20AC;&#x2122;s and subsidiaries average return on equity of 5.87 %, 9.14 % and 5.00 %, respectively. In 2011, the profit decreased from the year 2010. Since the end of the tax stimulus measures from the government in 2555 net profit of the company increased. Due to the perceived higher gross profit rate increased. The cost of the sales control and measures to control costs and administration. The rate of return on equity for the year 2013 along with a higher rate of return on equity ratio decreased. Have resulted from recognition of revenue decline. The gross profit margin decreased due to lower revenue recognition resulted in a decrease to net income as well.

The Art of Living / 115

14.2 Analysis of the financial position Assets Total assets of the Company and the subsidiaries at the end of 2011, 2012 and 2013 stood at 7,038.38 MB, 7,202.60 MB and 9,075.77, respectively. As at 2012, total assets, which consisted of current and noncurrent assets of the Company and the subsidiaries, had the values of 5,723.13 and 1,479.47 MB, or 30.07 % and 10.54 % of the total assets, respectively. Most of the Companyâ&#x20AC;&#x2122;s assets were inventories. As the end of 2013 the Company and the subsidiaries had 5,359.70 MB inventories, 74.41 % of total assets. For year 2013 Total assets of the Company and its subsidiaries consist of current assets and non-current assets were 7,440.41 MB and 1,635.36 MB or equivalent. 81.98 % and 18.02 % of total assets, respectively, most of the companyâ&#x20AC;&#x2122;s inventory as the end of 2013, the Company and its subsidiaries are equal Inventories 6,687.77 MB, representing 73.69 % of total assets. Current investment All of the current investment of the Company and the subsidiaries was in open end fund - debt securities because the Company at times had excess liquidity and invested money to earn income. As at the end of 2011, 2012 and 2013 the Company and the subsidiaries had investment in open end funds - debt securities totaling 8.82 MB, 49.73 MB and 0.00 MB respectively. Investment was made in open end funds - debt securities, for convenience in liquidity management. In 2013, increased investments attributable to the higher liquidity of the revenue increase, Due to excess liquidity Accounts receivable-net At the end of 2011, 2012 and 2013, the Company and its subsidiaries had net accounts receivable was 5.72 MB, 5.86 MB and 8.86, respectively in 2013, trade receivables increased. Most of the trade receivables of the Grow Yotha Group Company Limited, the details of the accounts receivable at year-end 2011, 2012 and 2013 as shown in the table below: (Unit : Baht) As at December As at December As at December Accounts receivable details 31, 2011 31, 2012 31, 2013 In due 1,282,457.28 2,442,214.15 4,919,473.50 1 - 90 days overdue 2,218,269.60 2,002,399.27 3,470,241.84 91-180 days overdue 388,224.08 1,553,337.55 718,194.71 181-360 days overdue 3,740,720.63 166,568.62 96,366.87 360 days overdue 9,709,017.78 12,640,755.31 2,530,862.25 Total 17,338,689.37 18,805,274.90 11,735,139.17 Less allowance for doubtful accounts 11,616,709.26 12,950,203.67 2,878,749.03 Accounts receivable - net 5,721,980.11 5,855,071.23 8,856,390.14

116 / The Art of Living

The Company and subsidiaries have a policy to make a provision for doubtful accounts based on their estimates of expected bad debts and past debt repayment records. As at the end of 2011, 2012 and 2013 total doubtful accounts of the Company and the subsidiaries increased by 11.61 MB, 12.95 MB and 2.88 MB, respectively. Management attaches importance to following up on such accounts receivable. In 2011, 2012 and 2013 the Company revised the system of payment for construction supplies to Grow Yotha Group Company Limited as cited earlier. An allowance for doubtful accounts would be provided in order to reflect actual values in the financial statements. The allowance for doubtful accounts was considered insignificant when compared to the Companyâ&#x20AC;&#x2122;s total revenue, accounting for 0.04 %, 0.05 % and 0.09 %, respectively, as at the end of 2011, 2012 and 2013. The Company and the subsidiaries had accounts receivable which were more than 360 days overdue of 9.70 MB, 12.64 MB and 2.53 MB at the end of 2011, 2012 and 2013, respectively. The accounts receivable were debtors for construction supplies of Grow Yotha Group Company Limited as cited above. Management presently attaches importance to management of accounts receivable, having imposed a clear policy regarding credit limits, aging and prosecution to force the debtors to repay the debts. Revision was also made to the conditions for payment of the installations to construction contractors, enabling the Company to deduct the cost of supplies sold by Grow Yotha Group Company Limited to the contractors from the amounts to be paid to them by the Company. Payments of projects currently in operation As at 2013 the cumulative amounts due from debtors by installment method totaled 12,113.11 MB, accounting for 91.26 % of the value of projects sold. Of this, the cumulative amount of payments totaled 12,108.64 MB, or 91.22 % of the cumulative amounts due, with the cumulative outstanding amounts totaling 4.47 MB, or 0.03 % of the cumulative amounts due. The amounts not yet due totaled 1,160.65 MB, or 8.74 % of the value of projects sold. Details are shown in the table below: Table showing details of payments under projects in operation as at December 31, 2013. (Unit : MB) Cumulative Cumulative Cumulative Remaining amounts not due payment due payment outstanding Value Sold Project Name Value Value Value (MB) MB Sold MB MB MB Sold MB Sold (%) (%) (%) Prinsiri Nawamin Prinyada Chamchan Siritawara Oriental Prinyada Teparak Phase 1 Zerene Rama 2 - Thakarm. Zerene Phetkasem Phutthamonthon 3 Icon Nature Ramindra 109 Six Nature Kalprapluk City Sense Bangna Six Nature Phetkasem 69 City Sense Songprapa Six Nature Viphawadee 60 City SenseE1 Watcharaphon (townhouses)

709.32 157.14 1,057.66 350.14 240.34 354.71 109.65 136.30 215.59 581.67 459.19 639.68 551.22

709.32 148.64 1,057.66 350.14 219.82 307.28 12.36 53.29 198.77 553.34 459.19 633.14 544.36

100.00 94.59 100.00 100.00 91.46 86.63 11.27 39.10 92.20 95.13 100.00 98.98 98.76

709.32 148.24 1,057.66 350.14 219.82 307.28 12.10 52.17 198.64 553.34 459.19 633.12 544.36

100.00 94.34 100.00 100.00 91.46 86.63 11.03 38.28 92.14 95.13 100.00 98.97 98.76

0.00 0.40 0.00 0.00 0.00 0.00 0.26 1.12 0.13 0.00 0.00 0.02 0.00

0.00 0.25 0.00 0.00 0.00 0.00 0.24 0.82 0.06 0.00 0.00 0.00 0.00

0.00 8.50 0.00 0.00 20.52 47.43 97.29 83.01 16.83 28.33 0.00 6.54 6.86

0.00 5.41 0.00 0.00 8.54 13.37 88.73 60.90 7.80 4.87 0.00 1.02 1.24

The Art of Living / 117

Project Name

Value Sold (MB)

Cumulative payment due MB

Value Sold (%) 78.77 58.99 1.38 100.00 100.00 95.38 100.00 97.05

Cumulative payment

Cumulative outstanding

78.73 58.92 1.39 100.00 100.00 95.38 100.00 97.05

0.12 0.45 -0.01 0.00 0.00 0.00 0.00 0.00

99.43 21.21 100.00 44.58 59.51 91.22

0.00 1.56 0.00 0.25 0.17 4.47

Six Nature Akechai-Bangbon 300.42 236.65 236.53 City Sense Rattanathibet 714.56 421.49 421.03 City Sense Intrapat (Petchakasam 69) 122.76 1.70 1.71 The Pulse Ladprao 44 Condominium 320.85 320.85 320.85 The Complete Ratchaprarop 1,625.38 1,625.38 1,625.38 The Complete Narathiwat 847.75 808.57 808.57 The Pulse Phaholyothin 587.47 587.47 587.47 The Pride Pattaya 201.94 195.99 195.99 Condominium Building B Smart Condo Rama II 1,732.80 1,722.85 99.43 1,722.85 Bridge Satorn-Narathiwas 191.51 42.17 22.02 40.62 Smart condo Watcharaphon 728.88 728.88 100.00 728.88 Smart condo Onnuch B,D,F,G,I,K 181.33 81.09 44.72 80.84 Smart condo Onnuch A,C,E,H,J 155.52 92.72 59.62 92.54 Total 13,273.76 12,113.11 91.26 12,108.64

Remaining amounts not due

Value Value Sold MB Sold (%) (%) 0.04 63.77 21.23 0.06 293.07 41.01 -0.01 121.06 98.62 0.00 0.00 0.00 0.00 0.00 0.00 0.00 39.17 4.62 0.00 0.00 0.00 0.00 5.95 2.95 0.00 9.95 0.81 149.34 0.00 0.00 0.14 100.24 0.11 62.80 0.03 1,160.65

0.57 77.98 0.00 55.28 40.38 8.74

Details table arrears accumulated as of December 31, 2013 (Unit : MB) than days 31-60 days 61-90 days More Cumulative outstanding 1-30 90 days overdue overdue overdue overdue Project Name Amount Amount Amount Amount Amount Amount Icon Nature Ramindra 109 6 0.31 0.20 0.11 0.00 0.00 Zerene Kanlapaphruek 4 1.12 0.96 0.16 0.00 0.00 City Sense Bangna-Trad Km.10 3 0.13 0.00 0.00 0.01 0.00 Six Nature Viphawadee 60 1 0.02 0.00 0.00 0.00 0.02 Six Nature Eakachai - Bangbon 4 0.12 0.03 0.02 0.02 0.05 City Sense Rattanathibet 19 0.65 0.15 0.15 0.06 0.30 City Sense Intrapat (Petchakasam 69) 3 0.01 0.01 0.00 0.00 0.00 Bridge Satorn-Narathiwas 19 1.73 0.46 0.30 0.20 0.78 Smart Z On Nucht B,D,F,G,I,K 24 0.27 0.12 0.06 0.05 0.04 Smart Z On Nuch A,C,E,H,J 22 0.22 0.10 0.05 0.03 0.03 Total 105 4.59 2.04 0.85 0.37 1.21 Note : Data were collected by installment method and ownership was not yet transferred to the debtors. The outstanding amounts shown in the table are different from the outstanding account figures in the Notes to the Financial Statements which are recorded based on recognition upon work completion and ownership transfer. As the methods of data collection are different, the outstanding accounts shown in this table are higher than those stated in the Financial Statements. 118 / The Art of Living

Inventories At the end of 2011, 2012 and 2013, the Company and its subsidiaries are equal Inventories 5,513.11 MB, 5,359.70 MB and 6,687.77 MB, respectively, decrease 2.78 % and increase 24.78 %, respectively. This decline in the projects of the Company and its subsidiaries. Caused by the company in 2012 due to the transfer to the client. Which has resulted in higher revenue recognition in 2012 for the year 2013. The inventories of the land and land development construction. The cost of the project and interest deferred growth. Most of the Company’s projects under construction lot. The details of inventories at year-end 2554 and year 2556 year 2555 as shown in the table below: Details Finished goods • Condominiums • Houses for sale • Construction supplies Land and land development Work in process Expenses relating to projects Deferred interest Total

As at December 31, 2011 547,001,611.08 49,520,221.63 691,581.24 3,671,341,505.11 1,018,827,826.17 90,229,180.91 135,493,523.50 5,513,105,449.64

(Unit : Baht) As at December 31, 2013

As at December 31, 2012 392,147,507.23 33,666,790.43 746,598.64 3,695,887,197.23 851,347,550.33 180,224,900.36 205,682,010.95 5,359,702,555.17

231,859,223.46 48,638,363.56 958,924.61 4,593,894,749.75 1,278,528,139.54 220,242,998.44 313,643,632.01 6,687,766,031.37

As the end 2011, 2012, 2013 land and construction of the Project Company and the amount of 4,259.80 MB, 4,767.88 MB and 6,226.28 MB, respectively (the amount of 4,259.80 MB, 4,697.61 MB, 5,817.08 MB, respectively). Has been mortgaged as collateral for bank overdrafts and short-term loans from financial institutions, Aval credit notes, Long-term loans and the amount of bank guarantees. And guaranteed loans of a subsidiary. At the end of 2011, 2012 and 2013 the Company recorded interest expense of project cost of 103.38 MB, 150.90 MB and 193.87 MB, respectively. The Company does not have to make a provision for impairment of assets because it has hired an SEC approved independent valuation firm to appraise the values of land and buildings of the Company and the subsidiaries available for sale. The appraised prices were higher than the procurement costs. Land and equipment-net At the end of 2011, 2012 and 2013, the Company and its subsidiaries’ land and equipment, net of 33.36 MB, 30.49 MB and 93.89 MB, down 8.60 % in 2012 and an increase of 207.94 % in 2013. Due to the acquisition of land for the company’s operations Grow Yotha Group Co., Ltd investment in machinery and vehicles respectively Details of property and equipment at the end of year 2011, 2012 and 2013 as shown in the table.

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Details Land Building and construction Machinery and equipment Worker Camp Office furniture Office supplies Computer Vehicles Work in process Total Accumulated depreciation Land and equipment - net

As at December 31, 2011 3,279,342.43 2,196,710.00 9,605,298.16 628,267.96 8,133,673.88 20,668,683.95 36,631,965.53 26,894,057.67 1,861,800.00 109,899,799.58 76,544,425.87 33,355,373.71

As at December 31, 2012 3,279,342.43 2,196,710.00 12,277,995.76 628,267.96 8,133,673.88 21,252,271.95 39,441,589.07 18,836,169.52 0.00 106,046,020.57 75,558,955.13 30,487,065.44

(Unit : Baht) As at December 31, 2013 51,640,592.43 1,856,008.32 20,440,783.42 471,748.63 10,283,699.67 21,099,955.25 39,017,767.22 23,781,025.24 0.00 168,591,580.18 74,699,692.41 93,891,887.77

Land held for development As at the end of 2011, 2012 and 2013 the Company and the subsidiaries had 1,252.89 MB, 1,176.80 MB and 1,081.47 MB of land held for development, respectively. In 2011, 2012 and 2013 the Company and the subsidiaries had land held for development in the amount of 734.86 MB, 94.84 MB and 330.68 MB, respectively. Mortgaged as collateral for bank overdrafts and short-term loans from financial institutions. Promissory Note and long-term loans. At year-end 2011, the Company and its subsidiaries have been reclassified to land held for development projects of 482.13 MB as undeveloped land. (Separate year 2011 amounted to 387.28 MB ) at year-end 2012 land development has declined from 6.07 % in 2011 due to the Company. Reclassified land development started with the development of the projects and moving items to inventories at year-end 2013 land development has declined from the year 2012 percentage of 8.10 % of the reclassified land development projects to inventories. Investment Property At the year-end 2012 and 2013 investment property of the Company and its subsidiaries of 212.33 MB, 326.79 MB, increasing by 114.45 MB or 53.90 % due to the small shopping center. The company has introduced a number of investment properties as collateral for long-term loan of a subsidiary. Deposits at banks with commitment As at the end of 2011, 2012 and 2013 the Company and the subsidiaries had deposits at banks with commitment, totaling 32.77 MB, 31.45 MB and 73.97 MB respectively, decreasing by 4.03% and Increase 135.20 % respectively. Deposits from the public utility to charge customers for which the Company and its subsidiaries have an obligation to assign the funds when it was established corporate housing individual projects successfully. The Company and its subsidiaries have liabilities such as other creditors. The rest used as collateral for bank guarantees.

120 / The Art of Living

Liquidity Cash flows from operating activities In 2011, the Company and its subsidiaries’ cash flow from operating activities Cash flow is equal to 1,592.07 MB, which reduced the operational implications. Because the land purchase and construction of homes to sell high. I cannot transfer to the target. In 2012, the Company’s cash flow from operating activities was 331.38 MB and operating cash flow increased. Property due to recognition of revenue increases. In 2013, the Company and its subsidiaries’ cash flows. From operating activities decreased by Baht 1,117.37 million due to increased development costs. Cash flows from investing activities In 2011, the Company and the subsidiaries had cash flows in net investment fell amounting to 201.34 MB, with cash paid for purchases of current investment. In 2012, the Company and its subsidiaries had cash inflows of investment decreased by 49.32 MB, mainly to pay for the purchase of investment In 2013 the Company had cash investments decreased by 195.50 MB, mainly to pay for real estate investment Cash flows from financing activities In 2011, the Company and its subsidiaries’ cash flow from operating activities. Net financing increased to 1,377.00 MB by long-term loans and debentures net increase of 1,065.35 MB, 400.00 MB, respectively. In 2012 the Company and its subsidiaries’ cash flows from financing activities net decrease of 231.54 MB, resulting primarily from the repayment of loans from financial institutions. Property revenue recognized in the period increased. In 2013, the Company and its subsidiaries had cash used by financing activities Net increase of 1,483.60 MB by long-term loans, net 499.86 MB, and bank overdrafts and short-term borrowings, net 327.26 MB. The bond issuance, net increased 774.4 MB. Net cash flows At the end of 2011, 2012 and 2013 the Company and the subsidiaries had net cash flows of 102.68 MB, 153.21 MB and 323.94 MB respectively, increase 49.20 % and increase 111.44 % respectively. Liquidity ratios The liquidity ratios for 2011, 2012 and 2013 were 4.39 times 3.04 times and 3.25 times, respectively. The quick ratios for the same years were 0.14 times, 0.19 times and 0.33 times respectively. In 2012 the liquidity ratio and the quick ratio for 2011 decreased due to the decrease in the Company’s current liability. As ended of 2013 Current ratio decreased. The company’s current liabilities have increased significantly. With classified as long- term loans due within 1 year. The ratio of liquid to increase in 2012 because of the assets are substantially higher.

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Capital expenditure In the years 2005 and 2006, the Company and its subsidiaries had capital expenditure of 173.69 MB and 63.32 MB. In 2005 the company has invested in companies in the Grow Yotha Company Limited. The contractors and construction materials. Individual investors 99.99% of the share capital. Is a unit of the Company to control the cost of building materials. For development projects. Companies and to enhance the competitiveness of 32.00 MB and investment in fixed income fund. While the company has. We have to invest more capital in order to bring benefits. During the year, there were 139.14 MB and net purchases and sales joint venture with the company. Unilever Ventures Public Company Limited to the business Prin Venture Development. 51 % of the capital. Registered investment companies in the Prin Venture Company Limited of a total 2.55 MB. In 2006, its capital contribution in the context of Venture Co. added another 36.34 MB and investment. The Company and Subsidiaries to invest in the Fund - Debt. The investments were mainly in the Grow Yotha Company Limited during the year with the purchase and sale of investment in the Fundâ&#x20AC;&#x2122;s net debt was 26.98 MB In 2007 the Prin Venture capital Company limited by shares. An additional amount of 12.11 MB, the Prin Ventures Co., Ltd., a paid full amount of capital specified amount of 100.00 MB and the company has formed company, CNS PR (Thailand) Limited to operate and provide Real Estate. The Company has a 99.99 % stake and has paid the full amount of the 2 MB shares and investments. The Company and its Subsidiaries to invest in the Fund - Debt. The investments were mainly in the Grow Yotha Company Limited during the year with the purchase and sale of investment in the Fundâ&#x20AC;&#x2122;s net debt was 16.7 MB. In 2010 The Company has purchased shares in the rest of the company Prin Venture Co., Ltd. from Uni Ventures Ltd. (the Company) makes got hold shares in the company Prin Ventures Ltd. 100 %. In 2013 the company has entered the capital in a Plernery Mall company Limited. The business Operates for Shopping Center. With initial capital registered 1 MB following the capital increase in the amount of 69 MB for a total of 70 MB Accounted for 100 % of the share capital. The Company has invested in Prin Energy Co., Ltd. is a producer and supplier of electricity from solar energy. And renewable energy for home, office building, Design a solar power plant And maintenance of the solar power system. With the registered capital of 1 MB. Accounted for 99.97 % of the share capital. The company also provides short-term loans to companies Grow Yotha Group Ltd. to buy land worth about 43 MB for the present plant construction. Sources of capital Liabilities As at the end of 2011, 2012 and 2013, the Company and the subsidiaries had liabilities total 3,576.56 MB, 3,437.79 MB and 5,237.00 MB, respectively, decreasing by 3.90 % and increasing 52.34 %, respectively. The increase of total liabilities in 2011 due mainly to an increase of long-term loans and debentures. By making the value of non-current liabilities increased by 1,508.79 MB. The decrease of total liabilities in 2012 due mainly to the decrease of the bank loans and bonds. Due to the repayment of bank borrowings and bonds payable due to higher. The increase of total liabilities in 2013 due to an increase in short-term loans. Long-term loans from financial institutions and stadiums.

122 / The Art of Living

Shareholders’ equity In 2008, the Board of Directors’ Meeting, Session 1/2008 and the 2008 Shareholders’ Meeting on April 22, 2008, respectively, resolved to pay dividends to the shareholders for the 2007 operation, at the rate of 0.03 Baht, totaling 30.15 MB. Payment of the dividends was scheduled for May 22, 2008. The Company and the subsidiaries had an increase of profit by 331.59 MB. In 2009, the Board of Directors’ Meeting, Session 1/2009 and the 2009 shareholders’ meeting, on April 22, 2009 resolved to not pay dividends. In 2010, the Board of Directors’ Meeting, Session 1/2010 and the 2010 Shareholders’ Meeting on April 23, 2010, resolved to pay dividends and stock dividends at the rate of 0.15 Baht per share and 10 existing shares: 1 dividend stock, or a total value of 0.25 Baht per share In 2011, the Board of Directors Meeting No. 1/2011 and the Annual General Meeting of Shareholders of the Company for the fiscal year 2011 on April 26, 2011 has approved the payment of dividends. In cash and stock dividends. By paying cash dividends 0.12 Baht per share and stock dividend paid in the proportion of 10 existing shares: 1 dividend of 0.22 baht per share is included. In 2012, the General Meeting of Shareholders of the Company at 1/2012 resolved to pay a dividend for the year 2011 at Baht 0.05 Baht / share amounted to 60.80 MB, with terms to be cash. In 2013 the General Meeting of Shareholders of the Company for the year 2013 has resolved to pay a cash dividend for the year 2013 at the rate of Baht 0.10 Baht per share amounting to 121.93 MB paid from net profits earned. Exemptions from the Board of Investment (BOI). Appropriateness of the capital structure At the end of 2011, 2012 and 2013 the Company and its subsidiaries had shareholders’ equity ratio was increased to 0.89 times, 0.77 times and 1.19 times, respectively. The total debt fell steadily. As a result of the transfer has completed condominium project the company has developed some years ago, which resulted in 2009 and the year 2010. Debt to equity reduction has implications for the 2011 debt to equity increased because of non-current liabilities increased to 1,556.79 MB worth of the ratio to equity shareholders increased. In 2012 total debt to equity has slightly decreased from the year 2011 slightly. As the end of 2013 A debt to equity ratio considered appropriate for companies in the industry should not exceed 1.00 times. The Company’s ratio is still in line with the industry value. Additional liabilities may be secured for project expansion. The Company aims not to let the ratio exceed 1.2 times so as to prevent risks on the parts of the Company and the investors. But because the company has expanded its business plan to increase both real estate and investment company subsidiaries (Plearnary) Board of Directors has resolved to adjust the ratio of debt to equity share is not more than 1.5 times to meet business expansion.

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14.3 Factors and influences which may potentially affect the operation or the financial position in the future Several factors, including the political situation, the economic slowdown, oil prices, increasing interest rates, low consumer confidence, and mega flood, may affect housing demands. If that happens, the Company may not be able to sell its goods, or sales may be slower, which will result in high inventory costs and will affect its liquidity and profitability. Nevertheless, the Company’s commitment to product and service excellence which underlies the slogan “The Art Of Living” has brought about acceptance and trust from consumers for the brand “Prinsiri”. To minimize such possible impact, the Company conducts research and studies consumers’ behavior before developing projects to ensure that its products most directly respond to consumes’ requirements. Construction is planned to be in line with sales estimates and is carried out in phases. Hence, if products cannot be sold or if sales become slower, the Company can slow down or even halt the construction. The Company also launches marketing promotion campaigns on a continuous basis in order to create brand awareness, to induce demands for the products and to remind consumers of the products. Such campaigns also build confidence in the products and strengthen the Company’s image. In 2014 the real estate market are likely grow. The demand housing in the region continues to grow. Revenue remained strong and consumer confidence improved, and driven by the AEC to the stimulate demand for real estate, especially in areas along the corridor economy (Economic. corridors), however, the company expects some consumers may delay their decision to wait for the flood in 2012, which resulted in a low-rise residential sales slowed down, however, the company plans to launch the new project. Plans to invest in real estate with more variety. Behavior in response to changing people’s lives. Auditor’s remuneration The Company and the Subsidiaries paid 2.03 MB, 2.09 MB and 2.22 MB as remunerations to the auditors in the 2011, 2012, 2013 accounting periods, respectively. No other remunerations than the auditing fee were paid by the Company and the subsidiaries.

124 / The Art of Living

To ensure the accuracy of the information I have reviewed the information contained in this annual statement. And with caution, as executive director of the Company. Or highest management positions in the account. I hereby certify that Such information shall not be false does not make another mistake. Or lack of information that should be, in essence. In addition, I hereby certify that. (1) The financial statements and financial information summarized in the annual statement. This information is accurate and completes in all material respects the financial position. Overall result and cash flows of the Company and its subsidiaries. (2) My responsibility is to provide companies with good disclosure. To ensure that companies disclose material information in the company. Its accuracy and completeness. And supervise the implementation of such systems. (3) We are responsible for the Companyâ&#x20AC;&#x2122;s internal control system. And oversee the implementation of such systems. And I have been informed of the internal control system as of December 31, 2013 to the auditor and Director of the Company. Covering the defect, and major changes to the system of internal control. The unlawful acts that may affect the preparation of financial statements of the Company and its subsidiaries. In order for this to be evidence that all documents as the same that I have authenticated. I was assigned to Mr.Chairat Kowitchindachai, signed on every page. If any documents are not signed by Mr.Chairat Kovitchindachai. I have to assume that Itâ&#x20AC;&#x2122;s not the information I have certified the accuracy of the information Mentioned above. Name

Position

Ms. Siriluck. Kovitchindach

Director / Chief Executive Officer

Mr. Chaiwat Kovitchindachai

Director / Managing Director

Mr.Utane Kongsoontornkitkul

Director / Executive Director

Mr.Kwanchai Mongkolkittaveepol

Signature

Committee

Attorney Mr. Chairat Kovitchindachai

Senior Vice President, Office of the President

The Art of Living / 125

I have reviewed the information contained in this annual statement. And with caution, as executive director of the Company. Or highest management positions in the account. I hereby certify that Such information shall not be false does not make another mistake. Or lack of information that should be, an essence. In order for this to be evidence that all documents as the same that I have authenticated. I was assigned to Mr.Chairat Kowitchindachai, signed on every page. If any documents are not signed by Mr.Chairat Kovitchindachai. I have to assume that Itâ&#x20AC;&#x2122;s not the information I have certified the accuracy of the information Mentioned above. Name

Position

Prof. Dr. Warapatr Todhanakasem

Chairman / independent Directors

Asso. Prof. Anchalee Todhanakasem

Chairman / independent Directors

Asst. Prof.Monpaka Vongsa

Audit Committee / Independent Directors

Asso. Prof. Witaya Danthamrongkul

Audit Committee / Independent Directors

Attorney Mr. Chairat Kovitchindachai

126 / The Art of Living

Senior Vice President, Office of the President

Signature

Details about the management and control of the Company as at December 31, 2013. Item

Name - Last name

Age

Educational background

Shares Executive Proportion Relationship (%)

1. Prof. Dr. Warapatr Todhanakasem 64 - Ph.D. in Business Economics. University of Illinois Chairman / Urbana-Champaign USA. Independent Director - Master of Business Administration. University of Illinois Urbana-Champaign USA. - Master of Business Administration.Kellogg School Of Management Northwestern, University Evanston Illinois USA. - Bachelor of Law. Thammasat University. - Bachelor of Economics (First Class Honors), Thammasat University.

2. Associate Professor. Anchalee Pipatanasern Chairman of the Audit Committee / Independent Director

61 - Bachelorâ&#x20AC;&#x2122;s degree in accounting. MS (Accounting). Thammasat University. - Bachelor of Accounting (Honors 2). Faculty of Commerce and Accountancy. Thammasat University. - DCP Year 2009. - ACP Annual 2010.

Working Previous Durations 2009 - Present 2002 - 2002 2018 - 2002 1974 - 1995

2009 - Present

2008 - 2009 2007 - Present 2004 - 2007 1995 - Present 2003 - 2004

Position

Company

Committee / Independent Director Managing director

PRINSIRI (PLC.)

Chairman of the Audit Committee / Independent Director Independent Director and Audit Committee Independent. Audit Committee Independent. Audit Committee Vice President for Finance Committee of the Real Estate Business Head of Department of Accounting

PRINSIRI (PLC.)

TRIS CORPORATION LIMITED. (TRIS). Managing director TRIS Rating Co., Ltd. Executive Vice President Kasikorn Bank of Thailand

AIRA Securities Company Limited The legal and moral constraints Truth Thammasat University Thammasat University Faculty of Commerce and Accountancy Thammasat University Faculty of Commerce and Accountancy Thammasat University The Art of Living / 127

Item

Name - Last name

3. Assistant Professor Monpaka Vongsa Audit Committee/ Independent Director

Age

Educational background

55 - Bachelorâ&#x20AC;&#x2122;s Degree in Construction Management Silpakorn University. - Bachelor of Architecture Silpakorn University. - DCP 128.

Shares Executive Proportion Relationship (%) -

Working Previous Durations

2009 - Present. Audit Committee / Independent Director 2012 - Present. Ethics Committee. 2008 - 2011 Assistant Director. Master of Science course. Department of 2019 - 2008 Construction Management Assistant Dean for 2017 - 2019 Student Affairs 2010 - 2 017 1992 - 2017 1989 - 1992

4. Associate professor Witaya Danthamrongkul Audit Committee/ Independent Director

51 - Master of Business Administration Oregon State University USA. - Bachelor of Economics (1st Class Honorsâ&#x20AC;&#x2122;) in Finance, Thammasat University. - DCP Program Year 2007.

Position

2009 - Present Present 2006 - 2007 2000 - 2001

Company PRINSIRI (PCL.) Architect Council of Thailand (ACT) Sripatum University. Sripatum University.

Faculty of Architecture, Sripatum University Professor Faculty of Architecture, Extraordinary Professor Sripatum University Project Architect SJA 3D Company Limited. Architect Sumet Jumsai Associates Co., Ltd. Audit Committee / Independent Director Lecturer Human Resource Management Director, Project Management Journa. Director of Training.

PRINSIRI (PCL.) Thammasat University Thammasat University Faculty of Commerce and Accountancy Small and Medium Enterprises Development Institute (ISMED)

The Art of Living / 128

Item

Name - Last name

Age

Educational background

5. Ms.Siriluck Kovitchindachai 66 - 20 yearsâ&#x20AC;&#x2122; experience in the real estate Chair Person of the Executive business. Committee / Directors - To attend the training course. DAP The 20, on July 8, 2004.Shares

Shares Executive Proportion Relationship (%)

Working Previous Durations

25.18 A sister of Mr. 2011 to Present Kwanchai Mongkolkittaveepol / 2000 - 2008 Chaiwatâ&#x20AC;&#x2122;s aunt. Kowitchindachai. 2007- 2011 2007 - Present 1995 - 2004

46 - Master of Business Administration Ramkhamhaeng University - Bachelor of Computer science Ramkhamhaeng University - To attend the training course DAP The 20, on July 8, 2004

0.08

Granddaughter of Ms. Siriluck Kowitchindachai. And Mr.Kwanchai Mongkolkittaveepol / husband of Ms. Nipa Apiratroongrueng

Company

Chair Person of the Executive Committee / Directors Chairman / Managing Director Directors Directors Chairman and Managing Director Chairman and Managing Director

PRINSIRI (PCL.)

2011 - Present. Chief Executive Officer Directors Managing director 2005 - 2008 Vice President Directors 2007 - Present Directors 2000 - 2005 Executive Vice President Project Management Directors 1996 - 2019 Executive Vice President Of Construction 1993 -1995 Director of Construction.

PRINSIRI (PCL.)

1993 - 2002 6. Mr.Chaiwat Kovitchindachai Chief Executive Officer Directors Managing director

Position

PRINSIRI (PCL.) Prin Venture Company Limited. CNS PR Company (Thailand) Ltd. Jindapong Property Company Limited Thai Jinda Property Company Limited

PRINSIRI (PCL.) CNS PR Company (Thailand) Ltd. PRINSIRI (PCL.) Jindapong Property Company Limited ThaiJinda Property Company Limited.

The Art of Living / 129

Item

Name - Last name

Age

Educational background

7. Mr.Utane Kongsoontornkitkul 59 - Master of Business Administration Directors / Executive Director (Executive MBA) Thammasat University - Bachelor of Engineering Chulalongkorn University - DCP for the year 2004. Audit Program. (Securities Exchange of Thailand (SET) 2005

Shares Proportion (%)

Executive Relationship

Working Previous Durations 2011 - Present 2004 - Present 1984 - 2010 2008 - 2009. 2008 - 2010

8. Mr. Kwanchai Mongkolkittaveepol 53 - Diploma.Siam Technology Director College. With over 20 yearsâ&#x20AC;&#x2122; experience in the real estate business. - To attend the training course. DAP the 20 on July 8, 2004.

0.35 The uncle of,

Mr.Chaiwat Kowitchindachai and brother of, Ms.Siriluck Kovitchindachai.

2012 - Present 2008 - 2011 2005 - 2008 2007 - Present 2011 - Present 2000 - 2005 1993 to 1995

Position

Company

Directors and Executive Directors Chairman of the Audit Committee. Senior Vice President Line a large (final position) Chairman of the Audit Committee and Board of Directors. Directors

PRINSIRI (PCL.)

Director Senior Director Executive Vice President. Division customer. Director Director Executive Vice President Marketing. Director of Marketing.

PRINSIRI (PCL.) PRINSIRI (PCL.) PRINSIRI (PCL.)

Goldfine Manufacturers Public Co., Ltd. Siam City Bank PCL. Siam City Asset Management Co., Ltd. Wangkanai Crop., Ltd.

CNS PR Company (Thailand) Ltd. Grow Yotha Group Company Ltd. Jindapong Property Company Ltd. Jindapong Property Company Ltd.

Note Authority to sign on behalf of the Company, with Ms. Siriluck Kowitjindachai, Mr. Chaiwat Kowitjindachai, Mr.Utanen Kongsoontornkitkul and Mr. Kwanchai Mongkolkittaveepol said he was only two of these four directors jointly sign and the Companyâ&#x20AC;&#x2122;s seal of the tenure of. The Art of Living / 130

Details on the companyâ&#x20AC;&#x2122;s subsidiaries as at December 31, 2013 Name

Prinsiri Public Company Limited

Prof.Dr.Warapatr Todhanakasem Asso. Prof. Anchalee Todhanakasem Asst. Prof. Monpaka Vongsa

/ , X , @ / , $ , @ / , $ , @

Asst. Prof. Witaya Danthamrongkul Ms.Siriluck Kovitchindachai Mr.Chaiwat Kovitchindacha Mr.Utane Kongsoontornkitkul Mr.Chairat Kovitchindacha Mr.Chawai Kovitchindacha Mr.Chaiwut Kovitchindacha Mr.Kwanchai Mongkolkittaveepol Ms.Patcharee Kovitchindacha Ms.Nipa Apirattanarungruang Mr.Prinya Kovitchindacha

/ , $ , @ / , // / , // , 0 / , // // , 0

/ , //

0 /,0

/ , // / , //

Grow Yotha Group Company

Prin Venture Company Limited

subsidiaries CN SPR (Thailand) Company Limited

Plearnary Mall Company Limited

Prin Energy Company Limited

/ , // / , // / , // / , // / , //

/ , //

/ , // / , //

Note : / = Director, X = Chairman , // = Board of Directors , 0 =Management ,$ = Audit Committee , @ = Independent Directors The Art of Living / 131

Evaluate the adequacy of internal controls Prinsiri Public Company Limited On December 31, 2013

132 / The Art of Living

Assessment prepared by the Board of Directors, the Board of Directors on The adequacy of internal controls. Internal Control (Control Environment) Section 1. Demonstrates commitment to integrity and ethical values. Board of Directors and management staff at all levels to signal clearly to the expectations of the stakeholders. “Code of Conduct” of the organization. Question 1.1 The Company prepare of specifications and penalties the following as affidavit. 1.1.1 Regulations on Ethical (code of conduct) For management and employees. 1.1.2 The Regulations restrictions and ban of the Management and the Employees conduct themselves in a manner that might cause a conflict of interest with the CompanyThese include corruption, corrupt and cause damage to the organization 1.1.3 Penalties if the violation of the above requirements. 1.1.4 Review the specifications and penalties. 1.2 We provide the communication process specifications and penalties under Section 1.1, the management and all employees are aware of such as Included in new employee orientation. So the Employees to sign a terms and penalties annually. Or published code of conduct for employees and third parties to be informed 1.3 Companies should define internal controls for anti-corruption measures in accordance with the Company’s risk.

Yes

√ √ √ √ √

√

2. Board of Directors has an independent of management duty. (Exercises oversight responsibility) The Board is are independent from the administration. Question 2.1 The Board Directors of the Company’s oversees the business operations, clear targets and measurable. To guide the operation of the management and staff.

Yes √

2.2 The Board has reviewed the performance targets carefully. To consider the possibility of targeting. As well as analysis of the Reasonableness of providing incentives or rewards to employees that does not promote a way that could lead to inappropriate actions.

√

3. The organization structure, The Management authority and appropriate responsibility. (Establishes structure, authority and responsibility) The Board of Directors and the Management, taking into account of the organizational structure. The line division And report to the commanding performance as chief executive, overseeing the internal control in accordance with the stated goal.

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Question 3.1 The company operates to provide a structure that supports the operations of management and internal control is effective, such as separation of duties in critical applications. This caused the checks and balances between them. An internal audit function that reports directly to the Audit Committee and Clear reporting lines. and so on

Yes √

4. Demonstrates commitment to competence Policies and practices reflect corporate expectations to employees and management that requires knowledge capabilities. And to support the goals of the organization. Trained to develop skills, including the ability to retain key executives and the good employees to stay with the organization. Question 4.1 The company has a policy to develop and retain quality employees and executives through. Providing incentives that are appropriate to the organization.

Yes √

4.2 Company’s policy is to find the key executive succession (succession plan) to continue work on effectively.

√

5. Enforces accountability Board of Directors and management have created a mechanism to communicate to employees that the responsibility and performance, as well as measure the success of the work. To reward appropriately. Question

Yes

5.1 The company operates in personnel to recruit appropriate personnel joining the Company. And retaining talented individuals with the following companies. 5.1.1 Determine the level of knowledge, skills, abilities and experience. Required for each job. 5.1.2 Prepare a job description. And clarify the responsibilities for the position who responsible to know and understand the functions and responsibility. 5.1.3 With a focus on integrity and ethics of personnel to be hired as an employee background checks. Especially in dealing with sensitive information and to receive payment. 5.1.4 The duties and responsibilities according to ability and experience. 5.1.5 Evaluation and remuneration to suit performance and wages 5.1.6 Training to the Employees with the knowledge and skills needed to perform the job.

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(Risk Assessment) 6. Determining the risk assessment process in accordance with the objectives of the business.(Specifies relevant objectives) Organizations should determine the risk assessment process in accordance with the objectives of the business. Consider to provide comprehensive all of risk types. Question Yes No 6.1 Board of Directors / Executive Risk Committee approved the policies of Risk Management. √ 6.2 Company communications, policy and practice in the management of risk to employees. Everyone acknowledge and comply to be a part of the culture of the organization. Everyone is responsible and caring organization must participate together through the administration process, Consistent understand risk. 6.3 The Company considers various factors associated with complete sides.

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7. Identifies and analyzes risk Organizations should identify the possibility of events that will not achieve the objectives of the catalytic cycle and in all parts of the organization, including support for measures in the event of them up. Question 7.1 Its consideration and evaluation of risk factors Which may affect the Company’s business is significantly sides. Both external and internal factors, and from all departments / functions of the organization. And bring the management, control and monitoring of appropriate risk. Example - Internal factor Due to the weaknesses or limitations of the firm related factors. Executives or employees, Resources, Innovation, Marketing, Operation and Financial Such as employee integrity/ lack of and ethical / company expanded too fast / Corporate underserved / complexity. Systems / assets assigned to treatment or use. If the value and liquidity of the offense so it’s even more incentive - External factor Caused by risk factors that could affect the company include. Factors related to change of political, Economy, Social, Technology, Environment and Legal.

Yes √

7.2 The Company has analyzed the potential events to affect to the Company. For the cases No. 7.1 And to prioritize (risk mapping) 7.3 The Company measures and action plans to support on an analysis of risk factors.

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8. Evaluation process potential fraud (Assesses fraud risk) Organizations should identify the potential cause breaches. By considering the reason for the loss of property. Such as reporting false or failure to follow the policies and guidelines of the organization. Or Business Ethics The organization was set up and cause damage to the organization. As well as management if these events occur. Question Yes No 8.1 The company has implemented the following. 8.1.1 Assessment of the probability of corruption up. Using resources around both inside and √ outside the organization. All of the information in the financial statements and other relevant information. 8.1.2 Review, evaluate such opportunities. √ 8.1.3 Policies and guidelines if it finds an event that fraud or corruption may lead to more √ systematically. 8.1.4 Review policies and practices. √ 8.2 The company has communicated to all employees know and follow the policies and guidelines √ set forth. 9. Identifies and analyzes significant change The risk factors should consider various factors, including the other changes to the side that could affect the organization’s ability to achieve its goals. Question Yes No 9.1 The company has implemented the following. 9.1.1 Measures to track events that cause risk factors. √ 9.1.2 Measures to reduce risk. √ 9.1.3 Reviewing such measures √ 9.2 Communications company, all employees are aware of and comply with the relevant risk management measures are defined. 9.3 The company tracks the various agencies to follow a defined risk management plan.

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Control Activities 10. Selects and develops control activities Organizations should develop appropriate risk control activities to help reduce the risk of not achieving the objectives of the organization to the appropriate level.

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Question 10.1 The company has implemented the following. 10.1.1 Establish policies and procedures regarding the transaction of finance, procurement and general administration with an affidavit. By defining the authority and approval of the management hierarchy, each level clearly, succinctly and to prevent fraud, such as the size limit. Approved and authorized the management at each level. Limiting step in the approval of investment projects due process of purchasing and vendor selection. Set to record detailed purchasing decisions. Disbursement procedures, materials. Or the utilization of various tools, etc. 10.1.2 Review policies and procedures such work.

Yes

Question 10 2 The company has implemented the following. 10.2.1 Division of responsibilities in the following 3 out of each other to mutual authentication, ie. (1) Previous approval. (2) Previous accounts and records and information. (3) Control and storage of property. 10.2.2 Review of the separate responsibilities. 10.3 The company has been collecting data for major shareholders, directors, management and pertaining to such individuals. Including related parties In order to monitor and review the transaction. Or items that may have a conflict of interest and update them as present. 10.4 The company has implemented the following. 10.4.1 A process to report on the review and approval of transactions or contracts binding upon the Company. 10.4.2 The review process for approving transactions or where the Company. Contract with those involved in a long-term, binding firm up (Such as contracts sale and order products, Guarantees and lending.) Company has to be in compliance with the terms agreed during binding upon the Company (Tracking to repay debt as scheduled, or the appropriateness of such Agreement.)

Yes

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√ No

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11. Selects and develops general controls over technology Administrators should consider using an information system that is suitable to control various operations taking into account the safety of the information offered. Question Yes No 11.1 The company has implemented the following. 11.1.1 Establish measures to access to company information, whether in electronic form or √ otherwise, such as the right to use and change Editing Defining a restricted area Determining the top secret documents, etc. as well as communicate to the employees to understand the laws related to information technology. Such the Information Act and the Act on electronic. To avoid the violate a law like call forwarding electronic mail. Who published the false news Or cause others to have been a disgrace. Or offensive messages posted on the website. 11.1.2 Reviewing such measures. √ The Art of Living / 137

12. Deploys through policies and procedures The organization should establish a policy to control events in the process. For employees are careful and responsible. Question 12.1 The company has implemented the following. 12.1.1 A strong measures to Tracking the transactions of the major shareholders, directors, management or those involved with such a person must go through the approval process, such as the articles of association. Criteria of the Exchange, Criteria of the SEC, etc., which covers cases where there may be opportunities to use or benefit of the company for personal gain. 12.1.2 Reviewing such measures.

Yes

12.2 Corporate action to approve the transactions done by people who have no vested interest in the transaction. 12.3 Corporate action to approve the transaction, taking into account the best interests of the Company and approved by shareholders on an action against a third party. (at arms’ length basis) 12.4 The Company monitors the operations of its subsidiaries or associated companies. Including the direction the person appointed to the board or the management company accordingly. 12.5 The company has implemented the following. 12.5.1 Measures to monitor the operations of the Company in accordance with the relevant legislation. To reduce the risk of the business and maintain the company’s reputation. 12.5.2 Reviewing such measures. 12.6 The company has implemented the following. 12.6.1 Review that has been done, which would violate any law. 12.6.2 Place corrective measures and actions to prevent that. 12.7 The company has implemented the following. 12.7.1 Contingency plans for the event of a serious incident affecting the. Operations significantly, as the case of disaster. Or any other serious incidents (Business Contingency Plan: BCP / Disaster Recovery Plan: DCP) 12.7.2 Reviewing the plans.

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Information & Communication 13. Information is accurate, appropriate and timely available (Uses relevant information) Organizations should take the information received from both external and internal analysis to filter the database for further use. Question

Yes

13.1 The company operates to ensure the Board has adequate critical information for decision making (Important information, including details of the reasons to consider the impact on the various options.)

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13.2 Company Directors have undertaken to the notice of the meeting or the meeting, stating the necessary and sufficient to consider prior to the meeting at least the minimum period required by law. 13.3 Its action to the board of directors is detailed as it should. Makes it possible to check the proper functioning of the Committee. As evidence at a later. Such as recording the inquiries of the directors. Comments or observations of the Committee on matters considered. Opinion of the directors who do not agree. The proposal and the reasons. 13.4 The company has implemented the following: Yes or No. 13.4.1 A collection of documents more fully into account various categories. 13.4.2 Cases have been identified by the auditor that there are shortcomings in the story. The company has solved the bugs; Has been completely. 13.5 The Board has determined that management uses accounting policies. Generally accepted accounting principles appropriate to the nature of its business. Without selecting accounting policies for the company show earnings deviation from reality.

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14. Communicates internally Communication processes within the organization should be more efficient. To enhance internal controls to be conducted by encouraged reporting to the Executive Committee of the Company. As well as the need to maintain confidentiality when obtaining clues from outside. Question 14.1 Its action to the Board of Director / Audit Committee access to the information they need to perform. Or reviewing various items as needed. Such as defining a person as a contact center to contact information other than that given by the management. Including a request for auditor / auditors. The meeting between the board and the executive committee as requests. Organized meetings between the board and executive committee meetings, etc. beyond. 14.2 We provide the communication channel special / secret to individuals within the company to report information / clues about fraud or corruption within the company. (Whistle-blower hotline) safely.

Yes √

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15. Communicates externally Organizations should have a process to communicate with outside agencies. Including those related to the data. That has been communicated to the agency within appropriately. To proceed further with effective. Question Yes No 15.1 We provide the communication channel with: 15.1.1 Stakeholders, such as arranging for officials or agencies. Investor Relations / Complaint Center / call center to address deficiencies and operational issues. 15.1.2 Regulatory agencies such as the agency responsible for dealing with regulators. 15.2 We provide the communication channel special / secret to an outside agency can Information / clues about fraud or corruption. (Whistle-blower hotline) to us safely.

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Monitoring Activities 16. Conducts ongoing and/or separate evaluations Organizations should be monitored and evaluated continuously to ensure that the operation of the internal control system is also effective. Reflect the changes taking their place. Question

Yes

16.1 Management Board of Directors shall prepare a report on the operation. And to compare the performance of the management that the company is moving in the same direction as the target set.

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16.2 We provide the tracking process compliance and business ethics restrictions management and employees conduct themselves in a manner that might cause a conflict of interest. Assigned to each segment, such as monitoring compliance. Supervisors and reports by the CEO in the overall results to be presented to the Audit Committee / Board of Directors. Or designated audit agencies monitor compliance and business ethics. And restrictions management and employees conduct themselves in a manner that might cause a conflict of interest. And reported to the Audit Committee. 16.3 The Company provides for monitoring compliance with internal control objectives. By self-assessment Or assessment by independent auditors. 16.4 The company carried out a risk assessment or adjustment process control. If the target / Company Changes or external factors. 16.5 Companies establish internal audit reports directly to the Audit Committee. So that auditors can operate independently and report audit results is straightforward. 16.6 Promoting the role of the audit in accordance with International Standards for the Professional Practice of Internal Auditing. (IIA)

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17. Evaluates and communicates deficiencies Enterprise communications systems, fix defect detected effectively. Time to be able to resolve the incident immediately. Question 17.1 Companies take to the track in a timely manner. If the performance differences arising from defined target significantly. 17.2 Company’s policy is to issue a report as follows: 17.2.1 Management must be reports to the Board of Directors immediately. In the event of an incident or suspected incident of serious corruption. A practice that violates the law Action or other disorders. This may affect the reputation and financial position significantly. 17.2.2 Report drawbacks to be significant. And solutions to problems (Although it has begun already managed) to the Board / Audit Committee. For consideration within a reasonable time. 17.2.3 Reported progress in improving the significant drawbacks to the Board / Audit Committee. 17.2.4 Reviewing above policy.

Yes √

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Audit Committee Annual Report To The Shareholders The Board of Audit Committee comprises of three independent directors: 1. Ms. Anchalee Pipatanasern Chairman of Audit Committee. 2. Mr. Witaya Danthamrongkul Director of the Audit Committee. 3. Ms. Monpaka Vongsa Director of the Audit Committee. None of these directors are employees of Prinsiri Public Company Limited. In 2013, the Audit Committee called for the meeting four times to consider and precede the following major activities. • Review financial report and adequate disclosure of data by coordinating with auditors. Internal auditors and the Executive responsible for financial reporting, including quarterly and annual before submission to the responsible for the supervision agencies.(Regulators) • Reviewing the efficiency of the internal control and internal audit by co-reviewing with the auditor and internal auditors. • Discussing and considering scope of inspection and inspection plan of the internal auditors and auditor to relate and support each other for financial auditing. • Proposing the Board of Directors to appoint the auditor of the Company for the year 2014. By nominating Mrs. Vilairat Rojnuckarin and/or Miss Somjintana Polhirunrat and/or Mr.Wisut Petpanichkul of DIA International Auditing also considering the auditing remuneration for the approval from the Board. • A meeting with the auditor without management specifically attends every quarter. • Reviewing compliance with guidelines for listed companies on the Securities Exchange of Thailand and relevant laws and regulations. • Reviewing internal audit charter to the Board of Directors to be up-to-date and respond to the Company’s environment and business operation. • Other business as assigned by the Board of Directors and the Committee agreed to do so. The Committee is of the view that the Company’s financial statements for the fiscal year 2012 are correctly formulated according to the generally accepted accounting principles with adequate disclosure of information. The internal control system for efficiency assessment is sufficient. All transactions comply with laws and regulations. The management has committed to run the Company’s business within good moral framework. The Internal Audit team reports its inspection directly to the Audit Committee and monitors recommended corrective action progressively and regularly.

(Mrs. Anchalee Pipatanasern ) Chairman of the Audit Committee February 18, 2014

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Auditor’s Report To The Shareholders of PRINSIRI PUBLIC COMPANY LIMITED I have audited the accompanying consolidated and separate financial statements of PRINSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES and of PRINSIRI PUBLIC COMPANY LIMITED, which comprise consolidated and separate statements of financial position as at December 31, 2013, consolidated and separate statements of comprehensive income, consolidated and separate statements of changes in shareholders’ equity, and consolidated and separate statements of cash flows for the year then ended, including notes of summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with the financial reporting standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with standards on auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’ s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’ s internal control. An audit also include evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion. Opinion In my opinion, the consolidated and separate financial statements present fairly, in all material respects, the consolidated and separate financial position of PRINSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES and of PRINSIRI PUBLIC COMPANY LIMITEDas at December 31, 2013, and their financial performance and cash flows for the year then ended in accordance with the financial reporting standards. Emphasis of Matter Without qualifying my opinion, I draw your attention to notes 4.13 and 5 to financial statements as explained involving the impacts on the Company from changes in new accounting policy since Thai accounting standard No.12 “Income Taxes” was applied. D I A International Audit Co., Ltd.

February 18, 2014

(Mrs. VilairatRojnuckarin) C.P.A. (Thailand) Registration No. 3104 The Art of Living / 143

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