1
FINANCIAL
HIGHLIGHTS
NATURAL PARK PUBLIC COMPANY LIMITED FINANCIAL HIGHLIGHTS
2
CONTENT FINANCIAL HIGHLIGHTS MESSAGE FROM THE CHAIRMAN MESSAGE FROM THE PRESIDENT & CEO NATURAL PARK PUBLIC COMPANY LIMITED General Information Subsidiaries and Associated Companies Investment Structure of the Company NATURE OF BUSINESS OPERATION CURRENT PORTFOLIO REVENUE STRUCTURE BUSINESS OPERATION IN EACH BUSINESS GROUP RISK FACTORS CAPITAL STRUCTURE MANAGEMENT Organization Chart Management Structure Selection of Directors and Management Managements Remuneration Corporate Governance Supervising the Use of Inside Information Human Resources Internal Control CONNECTED TRANSACTIONS EXPLANATION AND ANALYSIS OF OPERATIONAL PERFORMANCE AND FINANCIAL STATUS Operational Performance Financial Status Audit Fee FINANCIAL STATEMENTS Report of the Board of Directors’ Responsibilities for Financial Statements Financial Statements Natural Park Public Company Limited and Its Subsidiary Companies ATTACHMENT Details on the Directors and Management Details on the Directors in Subsidiary Companies NATURAL PARK PUBLIC COMPANY LIMITED CONTENT
3 5 7 8
9 14 16
18 20 30 32 43 45 47
47 48 51 52 53 57 57 57
59 60 60 60 61
62
63 64
122
122 128
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FINANCIAL
HIGHLIGHTS FINANCIAL HIGHLIGHTS
(Million Baht) 2008
Total Assets Total Liabilities Registered and Paid-up Capital Shareholders Equity Total Income Total Cost and Expenses Net Profit (Loss)
2007 (Revised)
3,343.35 3,296.08 12,086.18 47.27 302.60 2,104.44 (1,801.84)
2006
4,134.68 2,870.92 8,057.46 1,263.76 967.91 4,432.41 (3,464.50)
11,268.12 5,465.28 8,057.16 5,802.84 973.84 2,024.76 (1,050.92)
FINANCIAL RATIO 2008 Earnings Per Share (Baht/Share) Return on Equity (%) Return on Assets (%) Debt to Equity Ratio (times) Million Baht
2007 (Revised)
2008
2006
2007 (Revised) (0.43) (98.05) (44.99) 2.27
(0.16) (274.87) (48.19) 69.73 Million Baht
2007 (Revised)
2008
2006
Million Baht
12,000
6,000
6,000
10,000
5,000
5,000
8,000 6,000
4,000 3,343.35
3,000
4,000
2,000
2,000
2,000
1,000
1,000
0
0
0
Million Baht
2007 (Revised)
2008
Total Liabilities 2006
Million Baht
2008
2007 (Revised)
2006
Million Baht
6,000
9,000
1,000
5,000
6,000
800
4,000
3,000
600
3,000
2,104.44
0
2,000
-2,000
200
1,000
-6,000
0
0
302.60
Total Income
2006
47.27
Shareholders Equity
1,200
400
2007 (Revised)
2008
(0.13) (16.13) (8.45) 0.94
4,000
3,296.08
3,000
Total Assets
2006
2007 (Revised)
2008
2006
-1,801.84
-9,000
Total Cost and Expenses
Net Profit (Loss)
NATURAL PARK PUBLIC COMPANY LIMITED FINANCIAL HIGHLIGHTS
4
NATURAL PARK PUBLIC COMPANY LIMITED
5
MESSAGE FROM THE
CHAIRMAN
In 2008, the Thai economy grew only 2.6%, a substantial slowdown from 4.5% in 2007, due to the impact from the global financial crisis, which subsequently affected the economic sector. Many countries faced the fall in spendings, investments, and international trades from the diminished export value and volume. Nevertheless, the overall economy for the year still had stability as a result of the reduced inflation pressure from lower oil prices. As for the overall situation of the serviced apartments for foreigners operated by Natural Park Public Company Limited, year 2008 witnessed the increased occupancy rate by 2% from the previous year. The occupancy rate of apartments in Sukhumvit, Ploenchit-Chid Lom, and Silom-Sathon areas was at 89% on average. Sukhumvit area where the Company’s apartment is located still ranked top with the occupancy rate at 92%. There were stable demand and supply in serviced apartments for foreigners. In other words, the new demand increased in the level that could be absorbed by the supply in the market. The rental rates were adjusted slightly higher whereas high competition in apartment business went on to attract clients. The hotel and tourism industries experienced the growth of 5.9% and 0.2% respectively in the second and the third quarters before the shrinkage of 8.3% in the fourth quarter due to the impact of the world economic downturns on the purchasing power in tourism sector. In addition, the traveling costs in Thailand, including transportation and accommodation expenses, rose by 4.4%. The People’s Alliance for Democracy (PAD)’s closure of Suvarnabhumi Airport at the end of the year caused the cancellation of many flights to Thailand. Foreign tourists were more careful to travel to the country. These factors resulted in the decrease in the number of tourists by 19.4% in the last quarter. Year 2008 depicted the Company’s significant move to recover confidence in the company stability through its attempt to end the bankruptcy cases in the past, negotiation with creditors on rehabilitation plan, successful increase in capital, and new business partners to jointly invest in the hotel business. The Company, in consequence, has regained confidence to face the economic slowdown in the future. From now on, all Thai people in both public and private sectors have to jointly fight against the upcoming challenges with confidence in the country’s strong fundamental factors. Likewise, Natural Park is certain that Thailand’s real estate industry has potential to grow in the long run. With experience, vision, effective planning, and competence of management and staff, Natural Park will be able to bring sustainable returns to the shareholders and remain a leader in the real estate development business. The Company has treated all the stakeholders with equality and fairness. Transparency of the operation has been ensured in compliance with the good corporate governance regulations. Finally, on behalf of Natural Park Public Company Limited, I would like to express my heartfelt gratitude to all shareholders who have mutually provided their kind support to the Company’s business, as well as all clients, business partners, domestic and foreign investors, governing authorities, and financial institutions that have given us their cordial support and confidence. Also, I would like to extend my sincere gratefulness to the Company’s management and staff members for their dedication towards our organization.
M.R. Kasemsamosorn Kasemsri Chairman Natural Park Public Company Limited
NATURAL PARK PUBLIC COMPANY LIMITED
MESSAGE FROM THE CHAIRMAN
6
MESSAGE FROM THE
CHAIRMAN
NATURAL PARK PUBLIC COMPANY LIMITED
7
MESSAGE FROM THE
PRESIDENT & CEO
2008 promised to be an extremely important year for Natural Park Public Company Limited. Since 2007, the Company has implemented several guidelines to solve the problems. These comprised finding solutions for the past bankruptcy cases, negotiating with the creditors, capital increase, finding strategic partners in each investment project and assets disposal. The results of these implementations have turned out to be successful in 2008, especially, the success of the compromise and settlement of all court cases between the Company and Ocean Life Insurance Co., Ltd. In addition, the Company was successful in two times capital increase as for the first time in early 2008, the Company sold its ordinary shares in total of 4,029,000,000 shares at 0.05 baht per share and the second time in February 2009, the Company was able to sell its ordinary shares in total of 34,698,793,213 shares at 0.01 baht per share. Therefore, the Company has new registered capital of 46,784,977,213 shares. The Company has utilized the cash flow from the capital increase to develop the construction projects and for working capital. In accordance with the finding of strategic partners, the Company has endeavored to find the high proficient strategic partners in order to enhance the financial credibility to the Company. In 2008, besides a group of investors from Bahrain, the Company has successfully found new strategic partner, CPB Equity Company Limited group, which had 10 percent shareholding in Siam Hotel and Serviced Apartments project, situated adjacent to the Siam Paragon Shopping Complex. At present, such project has magnificent construction progress of over 65 percent completion and scheduled to operate approximately in the end of 2009. From the aforementioned guidelines, the Company would be able to maintain its position to confront with any economic volatility onwards. Finally, I would like to extend my warmest thanks to all the shareholders, customers, strategic partners, regulators, financial institutions, and management team who have been supportive in placing their trust and confidence in us and provide continuous support to the Company. This gratitude is also owed to all staff of Natural Park Public Company Limited, who have devoted themselves by working untiringly and with utmost determination throughout 2008. The Company determines to solve its problems and commits to develop its projects in accordance to the corporate mission.
Sermsin Samalapa President and CEO Natural Park Public Company Limited
NATURAL PARK PUBLIC COMPANY LIMITED
MESSAGE FROM THE PRESIDENT & CEO
8
NATURAL PARK PUBLIC COMPANY LIMITED
NATURAL PARK PUBLIC COMPANY LIMITED GENERAL INFORMATION
9
GENERAL
INFORMATION GENERAL INFORMATION Company
Natural Park Public Company Limited 0107537000459 Real estate development for rent, service and sale
Company Registration Number Nature of Business
Head Office
Branch Office
Location
Location
88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok Telephone 0-2259-4800-11 Fax 0-2260-5077 Website http://www.naturalpark.co.th http://www.nparkfactandinfo.com
7th Floor Mercury Tower, 540 Ploenchit Road, Lumpini, Pathumwan, Bangkok Telephone 0-2658-7680 Fax 0-2658-7677
Shares Offered Ordinary shares of 12,086,184,000 shares with par value of Baht 1 per share.
AUDITOR OF THE COMPANY Auditor Name Office Name Location Telephone Fax
Jadesada Hungsapruek, Certified Public Accountant No. 3759 Karin Audit Company Limited 6th Floor, Room B1, Boonmitr Building, 139 Silom Road, Bangrak, Bangkok 0-2634-2484-6 0-2634-2668
General Information of the companies which the Company holds more than 10% No
Company Name
1
Natural Hotel Panwa Co., Ltd.
2
Natural Hotel Sukhumvit Co., Ltd.
3 4
Natural Hotel Chaopraya Co., Ltd. Natural Park Ville Co., Ltd.
5
Natural Real Estate Co., Ltd.
6
Park Opera Co., Ltd.
7
9
Natural Project Chaopraya Co., Ltd. Richee Property Management Co., Ltd. Park Gourmet Co., Ltd.
10
Kyoto Resorts YK
11 12
Park Cuisine Co., Ltd. Natural Hotel Siam Co., Ltd. (changed to Kempin Siam Co., Ltd. on 19 January 2009) UOB Apartment Property Fund One Syntec Construction Pcl.
8
13 14
Office Location
ShareHolding
Paid-up Capital
5/3 M.8 Yon Bay, Khao-Khard Road, Tambol Wichit, Amphur Mung, Phuket 555/5 Sukhumvit 63 Klongton Nua, Wattana, Bangkok 540 Pleonchit Road, Lumpini, Pathumwan, Bangkok 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok Kishimoto Building 2-1 Marunouchi, 2-chome, Chiyoda-ku, Tokyo, Japan 540 Pleonchit Road, Lumpini, Pathumwan, Bangkok 989 Siam Tower 10 Floor, Rama I Road, Pathumwan, Bangkok
100.00%
300,000,000
300,000,000
3,000,000
100
67.88%
41,352,750
150,000,000
1,500,000
100
99.30% 100.00%
100,000 43,000,000
100,000 43,000,000
1,000 430,000
100 100
100.00%
132,000,000
132,000,000
1,320,000
100
100.00%
22,555,000
50,000,000
5,000,000
10
99.94%
1,000,000
1,000,000
10,000
100
99.94%
1,000,000
1,000,000
10,000
100
100.00%
50,000,000
50,000,000
500,000
100
66.70% 50,000,000 Yen
50,000,000 Yen
5th Floor Bangkok City Tower, 179/6-10 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 555/7-11 Sukhumvit 63 Klongton Nua, Wattana, Bangkok
Registered Capital
Shares Offered
Par Value
1,000 50,000 Yen
38.00% 35.00%
272,367,120 1,540,000,000
272,367,120 1,540,000,000
27,236,712 15,400,000
10 100
27.06%
850,000,000
850,000,000
85,000,000
10
11.88%
1,600,000,000
1,600,000,000
1,600,000,000
1
NATURAL PARK PUBLIC COMPANY LIMITED GENERAL INFORMATION
10
GENERAL
INFORMATION COMPANY BACKGROUND Natural Park Public Company Limited was established on June 23, 1988. The Company developed real estate for rent such as The Natural Park Apartment, a well-known luxurious apartment project in the center of Soi Sukhumvit 49. Located in one of Bangkok’s finest residential areas and equipped with professional service, the project has enjoyed steady growth. The Company, later on, has undertaken various real estate development projects, such as a dental hospital, hotels, golf courses, condominiums and housing estate. The success of its projects has allowed the Company’s expansion. Natural Park became a listed company in the Stock Exchange of Thailand on February 15, 1993 and a public company on February 3, 1994. Thailand’s economic crisis in 1997 severely affected all business segments including the real estate market. The Company restructured financially to reduce debt burden. Subsequently, the Company filed a petition for business reorganization with the Central Bankruptcy Court according to the Bankruptcy Act B.E. 2483, whereby, on 2 May 2000, the Central Bankruptcy Court had issued an order to allow the Company for rehabilitation of its businesses. The Company succeeded in fulfilling the conditions stipulated in the Rehabilitation Plan. The Central Bankruptcy Court ordered the termination of the reorganization on February 13, 2003. Since the Company was not in the business rehabilitation, new real estate business policies have been laid out to suit the economy and business cycle. The Buy-Develop-Sell strategy generates suitable yields that are right for the business cycle. The corporate sustainable growth has been strengthened through networking to potential domestic and overseas alliances. Strengths of the Company and its partners support the Buy-Develop-Sell strategic approach. Generating incomes from lets on property is another main source of stable incomes that relieve the effects of fluctuations during the economic downturn. From 2003 to 2005, Natural Park had developed a number of real estate projects and invested in several public companies. In 2006, many Thai and international investors were interested in the Company’s projects and investments. The Company was able to sell some of its assets to improve its financial stability and liquidity, which helps reduce the risks caused by fluctuations during the recession. For instance, The Sofitel Sukhumvit Hotel was sold to investors from Bahrain. The Company sold some of its stakes in Bangkok Metro Public Company Limited and Syntec Construction Public Company Limited (“SYNTEC”). Moreover, Natural Park financially restructured the Novotel Beach Resort Panwa Phuket Hotel project by issuing debentures amounting to approximately Baht 860 million to a world-class investment banker. The capital generated has been used to facilitate the construction of new rooms which will eventually add substantial value to the project. Strengthening Company’s Credit Stability in Year 2008 Since early 2007, the Company has encountered the crisis in confidence which was caused by the legal disputes in connection to the bankruptcy case with Ocean Life Insurance Co., Ltd., a creditor in the rehabilitation plan in the past, has
NATURAL PARK PUBLIC COMPANY LIMITED GENERAL INFORMATION
11
GENERAL
INFORMATION filed a lawsuit against the Company in principal debenture amount Baht 260.30 million. As a result, banks do not extend the debt repayment period and call the Company to repay the whole amount of loan. Nevertheless, the Company has put the best effort in solving this problem. Since 2008, the Company has solved the problems in various ways simultaneously, which can be summarized into 5 ways: finding the solution for the bankruptcy case in the past, the negotiation with debtors, capital increase, finding strategic partners in each investment project, and the disposition of assets. The problem solutions were succeeding in 2008. Details are the following: Find the Solution for the Bankruptcy Case in the Past. According to the Company’s bankruptcy case between the Company and Ocean Life Insurance Co., Ltd. (“Ocean”) in the past which started 7 years ago that has became prolonged and confusing as there were many other related cases. The Company’s management has endeavored to visit and clarify constantly with both local and international investors. Besides, the Company has also gathered many legal advices from many legal experts to find the distinctive solutions as soon as possible. In November 2008, the Company received the Southern Civil Court judgment which is another case that Ocean has sue the Company since 1999 in debenture principal of Baht 260.30 million. (Same principal amount as the bankruptcy case). The Court was ruled that the Company shall pay the plaintiff the principal of Baht 200 million and interest of 12.42% p.a. from 20 November 1996 to 10 September 1997 and interest of 7.5% p.a. from 11 September 1997 onwards until the debt has been paid. The Meeting of the Board of Directors of the Company on 29 January 2009 resolved to enter into a compromise agreement with Ocean whereby the Company will pay Baht 200 million to settle such case. The payment will be done in installments as follow: 1. 2. 3. 4.
On the date of entering into a compromise agreement and the appeal court ordered accordingly, the Company will pay cash of Baht 75 million. Within 15 March 2009, the Company will either transfer common shares in Bangkok Metro Public Company Limited amount of 50,968,148 shares or transfer other assets acceptable by Ocean or cash of Baht 19,893,270 million. Within 15 April 2009, the Company will either transfer common shares in Bangkok Metro Public Company Limited amount of 134,645,926 shares or transfer other assets acceptable by Ocean or cash of Baht 52,553,365 million. Within 15 October 2009, the Company will either transfer common shares in Bangkok Metro Public Company Limited amount of 134,645,926 shares or transfer other assets acceptable by Ocean or cash of Baht 52,553,365 million.
As such, the management of the Company has considered such matter and viewed that although such liability happened 12 years in the past before the Company entered into the rehabilitation process, the current situation requires the
NATURAL PARK PUBLIC COMPANY LIMITED GENERAL INFORMATION
12
GENERAL
INFORMATION Company to compromise in order for the Company to lower the debt reserve burden and strengthen the Company’s financial status. Also, the settlement of the bankruptcy case is crucial for the Company’s survival. In addition, within 4 months after the Company has fully paid Ocean, Ocean will filed a statement to withdraw the appeal of the bankruptcy case of the Central Bankruptcy Court. On 3 February 2009, the Company has entered into a Compromise Agreement and the appeal court ordered accordingly, thus, the Company paid cash of Baht 75 million to Ocean. This is made in accordance with the Compromise Agreement.
Negotiation with Creditors. Since 2004, Natural Park has borrowed long-term loan from Krungthai Bank PCL for the amount of Baht 1,898 million. The Company has gradually repaid the principal and interests including the continual negotiation for debt restructuring for the last 5 years. However, due to the Company’s liquidity problems, it caused the Company could not repay the loan to the bank according to its payment schedules. In addition, due to the crisis in the confidence of the Company, the Company was unable to find other sources of funds, e.g. refinance to repay debts to Krungthai Bank PCL. Therefore, as at 30 September 2008, the Company has outstanding principal in the amount of Baht 859.90 million, accrued interests for Baht 8.72 million and default rate interest for Baht 190.53 million. The collaterals for the long-term loan comprise of 23,000,000 units of UOB Apartment Property Fund I (“UOBAPF”), 62,721,231 Sansiri Public Company Limited ordinary shares (“SIRI”), 190,000,000 Syntec Construction Public Company Limited ordinary shares, and land and property under the ownership of Natural Project Chaopraya Co., Ltd, which is the subsidiary of the Company. The management has continually negotiated restructure its debts with the bank until 24 December 2008, Krungthai Bank PCL has approved the extension of repayment period for another 2 years from the date the Company signs the restructuring agreement with the bank. The Company shall sell its loan collateral comprising UOBAPF units, SIRI and SYNTEC ordinary shares in order to repay the principal balance with the bank under the restructuring plan.
Capital Increase. The Meeting of the Board of Directors of the Company on 22 February 2008 resolved to approve the increase of registered share capital amount of Baht 4,029,000,000 from the registered share capital of Baht 8,057,456,000 to Baht 12,086,184,000 by issuing 4,029,000,000 ordinary shares with par value of Baht 1 per share and the increase shares will be allotted and offered to the existing shareholders of the Company in proportion to the number of shares held by each shareholders at the ratio of 2 existing shares to 1 new share. The offering price is Baht 0.05 per share. The Company succeeds on the sale of ordinary shares, totally sold out to existing shareholders. Afterward, the Meeting of the Board of Directors of the Company 8/2008 on November 13, 2008 and the Meeting of the Board of Directors of the Company 9/2008 on November 20, 2008 resolved to approve the increase of registered share
NATURAL PARK PUBLIC COMPANY LIMITED GENERAL INFORMATION
13
GENERAL
INFORMATION capital amount of Baht 24,172,368,000 from the registered share capital of Baht 12,086,184,000 to Baht 36,258,552,000 by issuing 24,172,368,000 ordinary shares with par value of Baht 1 per share and the increase shares will be allotted and offered to the existing shareholders of the Company in proportion to the number of shares held by each shareholders at the ratio of 1 existing share to 2 new shares. The offering price is Baht 0.02 per share. Nonetheless, the Extraordinary General Meeting of the Shareholders No.1/2009 on February 2, 2009 resolved to change the Board of Directors’ proposal by a majority vote to approve the increase of the registered capital of Baht 48,344,736,000 from the registered share capital of Baht 12,086,184,000 to Baht 60,430,920,000 by issuing 48,344,736,000 ordinary shares with par value of Baht 1 per share and the increase shares will be allotted and offered to the existing shareholders of the Company in proportion to the number of shares held by each shareholders at the ratio of 1 existing share to 4 new shares at the offering price of Baht 0.01 per share. The Company sold the 34,698,793,213 shares, accounting of Baht 346.98 million receiving from the sale of shares. Consequently, the Company’s existing paid-up capital is now Baht 46,784,977,213.
Asset and Investment Disposal. The Extraordinary General Meeting of the Shareholders No.1/2009 on February 2, 2009 resolved to dispose the following asset and investment to interested investors.
• The 667 ordinary shares in Kyoto Resorts YK (“Kyoto”) or 66.70% of the paid-up capital and the sale of loan and accrued interest receivable from Kyoto at the price of not lower than USD 5 Million • The 23,000,000 units in UOB Apartment Property Fund One (“UOBAPF”) or 27.06% of the paid-up units • The 320,260,000 ordinary shares in Bangkok Metro Public Company Limited (“BMCL”) or 2.68% of paid-up shares • The 62,721,231 ordinary shares in Sansiri Public Company Limited (“SIRI”) or 4.26% of the paid-up shares • The 190,000,000 ordinary shares in Syntec Construction Public Company Limited (“SYNTEC”) or 11.88% of the paidup shares
The Company has disposed various assets in the most efficient conditions, time and price in order to repay debt and increase the financial stability. After the asset and investment disposal, the Company owns projects that are generating income such as the Natural Park Apartment in Sukhumvit 49, Novotel Beach Resort Panwa Phuket Hotel, also the Company’s future potential projects are expecting to generate future income are including 3 projects as follows. • Novotel Beach Resort Panwa Phuket Hotel under Natural Hotel Panwa Company Limited is currently developing on
building additional guestrooms in Phase I and II • Siam Hotel and Serviced Apartment under Natural Hotel Siam Company Limited is under developing and expected to complete within the 3rd quarter of 2009 • AmanResorts Bangkok Hotel under the joint venture between Natural Park Public Company Limited, Amanresorts Group, and Silverlink Holding Limited is currently being designed, and prepared for construction.
NATURAL PARK PUBLIC COMPANY LIMITED GENERAL INFORMATION
14
SUBSIDIARIES AND
ASSOCIATED COMPANIES As of 31 December 2008, the Company’s investments in subsidiaries and associated companies amounted to Baht 876.79 million or 32.75 of total assets (the Company’s only financial statements) are as follows. Natural Hotel Panwa Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail
Baht 300,000,000 100.00 Hotel Investment in Novotel Beach Resort Panwa Phuket Hotel
Natural Hotel Chao Praya Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail
Baht 100,000 99.30 Holding Company Currently not operated
Natural Real Estate Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail
Baht 132,000,000 100.00 Property Development Currently not operated
NATURAL PARK PUBLIC COMPANY LIMITED SUBSIDIARIES AND ASSOCIATED COMPANIES
Natural Hotel Sukhumvit Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail Note
Baht 41,352,750 67.88 Hotel Currently not operated Natural Hotel Sukhumvit Co., Ltd. is held 64.90 % by the Company and 2.98% through Syntec Construction Public Company Limited
Natural Park Ville Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail
Baht 43,000,000 100.00 Property Management Currently not operated
Park Opera Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail
Baht 22,555,000 100.00 Property Development Investment in Siam Opera
15
SUBSIDIARIES AND
ASSOCIATED COMPANIES Paid-up Capital Percentage of Holding Type of Business Investment Detail
Baht 1,000,000 99.94 Property Development Investment in Bang Kra Chao project along Chao Praya riverside
Richee Property Management Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail
Baht 1,000,000 99.94 Property Development Currently not operated
Kyoto Resorts YK Paid-up Capital Percentage of Holding Type of Business Investment Detail
Yen 50,000,000 66.70 Hotel Investment in Aman Niwa Hotel, Kyoto
Natural Hotel Siam Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail
Baht 1,540,000,000 35.00 Hotel and Serviced Apartment Investment in Siam Hotel and Serviced Apartment
Natural Venture Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail Note
Baht 100,000 100.00 Holding Company Currently not operated Dissolved and in the process of liquidation
Park Gourmet Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail
Baht 25,000,000 100.00 Restaurant Currently not operated
Park Cuisine Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail
Baht 272,367,120 38.00 Restaurant Investment in LenOtre >
Natural Project Chao Praya Co., Ltd.
UOB Apartment Property Fund One Paid-up Capital Percentage of Holding Type of Business Investment Detail
Baht 850,000,000 27.06 Property Fund Investment in Natural Ville Executive Residences
NATURAL PARK PUBLIC COMPANY LIMITED SUBSIDIARIES AND ASSOCIATED COMPANIES
16
INVESTMENT STRUCTURE OF
THE COMPANY
N-PARK1 GROUP Property Development2
Hotel
Restaurant
Management
Holding Company
NPC 99.94% NRE100.00% PO 100.00% RPM 99.94% SIRI 4.26%
Kyoto 66.70% NHP 100.00% NHSM 35.00% NHSK 67.88% JV
PC 38.00% PG 100.00%
NPV 100.00%
NV 100.00% NHC 99.30%
Transportation
Finance
Construction
Property Fund
BMCL 2.68%
FNS 3.30%
SYNTEC 11.88%
UOBAPF 27.06%
Note : 1Natural Park Public Company Limited has invested directly in The Natural Park Apartment (Sukhumvit 49). 2 Property Development includes Real Estate for Rent and Real Estate for Sale
NATURAL PARK PUBLIC COMPANY LIMITED INVESTMENT STRUCTURE OF THE COMPANY
17
INVESTMENT STRUCTURE OF
THE COMPANY
N-PARK’s investments in subsidiaries and associated companies : Kyoto Resorts Y.K. : Natural Hotel Chaopraya Co., Ltd. : Natural Hotel Panwa Co., Ltd. : Natural Hotel Siam Co., Ltd. : Natural Hotel Sukhumvit Co., Ltd. : Natural Project Chao Praya Co., Ltd. : Natural Real Estate Co., Ltd. : Natural Park Ville Co., Ltd. : Natural Venture Co., Ltd. : Park Opera Co., Ltd. : Park Cuisine Co., Ltd. : Park Gourmet Co., Ltd. : Richee Property Management Co., Ltd. : UOB Apartment Property Fund One
N-PARK’s investments in available-for sale securities BMCL FNS SIRI SYNTEC
: Bangkok Metro Public Company Limited : Finansa Public Company Limited : Sansiri Public Company Limited : Syntec Construction Public Company Limited Joint Venture
JV
: The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd.
Owner of Land in Kyoto, Japan Currently not operate Novotel Beach Resort Panwa Phuket Siam Hotel and Serviced Apartment Currently not operate Property Development Currently not operate Currently not operate Dissolved and in the liquidation process Siam Opera Lenotre Currently not operate Currently not operate Natural Ville Executive Residences <
Kyoto NHC NHP NHSM NHSK NPC NRE NPV NV PO PC PG RPM UOBAPF
Details
Details The M.R.T. Chaloem Ratchamongkhon Line Finance, Securities and Fund Management Property Development Construction Details AmanRosort Bangkok Hotel
NATURAL PARK PUBLIC COMPANY LIMITED INVESTMENT STRUCTURE OF THE COMPANY
18
NATURE OF
BUSINESS OPERATION
PROFIT SELL
BUY DEVELOP
“Buy-Develop-Sell” Approach for Real Estate NATURAL PARK PUBLIC COMPANY LIMITED NATURE OF BUSINESS OPERATION
19
NATURE OF
BUSINESS OPERATION Business Policy Natural Park Public Company Limited operates in the real estate business with Buy-Develop-Sell Strategy, which has been in effect since 2003, allows the Company to generate benefits that suit the business cycle. The end result is the highest potential for returns. At the same time, the Company has maintained its rental real estate projects which located in highly profitable areas as a source of solid incomes. Even though the Thai economy has confronted with volatilities and effected from the world economic crisis since 2006, the Company was able to maintain its financial stabilities from its risk-diversified investments in both operating projects and projects under developments. There are 3 main steps to the “Buy-Develop-Sell” strategy. “Buy” is the first step of investing in real estate whether they are land banks, NPL projects or completed projects and marketable securities and those that correspond with the Company’s business direction. The management is required to have good knowledge and anticipation of the direction of the business, the business cycle as well as knowledge in the expansion direction of the infrastructure such as underground railway network. In depth study and analysis are also required for choosing the right location or finding the potential of the individual assets. The second step “Develop” implies the value adding to the individual assets. This step requires great understanding and knowledge of consumer demand analysis or developing projects for suitability with a specific location. Opting to build a condominium, an apartment for rent or hotel for tourists to accommodate the needs of consumers are examples of the in depth market study and research required. “Sell” is the last step which strategically seeks the highest return for the Company. World leading real estate investors would consider profit-based more than asset-based. If selling an asset yields higher profit than the benefit received from owning it then the option to sell would be most beneficial to the Company. The profit obtained from the sale of an asset can be used to further develop other projects or to invest by engaging in the “Buy” step again. In this final step, the management must have the ability to seek buyers or world leading investors, and the ability to enhance reputation and credibility in real estate value adding which is in high demand in the market. The Company can also use strategic selling in order to generate short-term cash flow and build confidence in the Company’s status as well as capital for projects with potential profit. This reflected the strength and flexibility of the aforementioned policy which enables the use of “Sell” to effectively handle the fluctuation of business conditions. In order to achieve the “Buy-Develop-Sell” strategy, Natural Park has applied its business strengths which include experience and expertise in teamwork as well as domestic and foreign affiliates who are ready to support the development of various projects and in every phase.
NATURAL PARK PUBLIC COMPANY LIMITED NATURE OF BUSINESS OPERATION
20
CURRENT
PORTFOLIO
NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO
21
CURRENT
PORTFOLIO
The Company is focusing on developing its business in accordance to its Buy-Develop-Sell strategic approach by developing and enhancing 5 real estate projects, two of which have been opened for operation, namely, The Natural Park Apartment and The Novotel Beach Resort Panwa Phuket Hotel. The 3 remaining projects are currently under development including Siam Hotel and Serviced Apartment, AmanResort Bangkok Hotel and the Siam Opera in which seeking new source of fund for the rest of development.
NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO
22
CURRENT
PORTFOLIO The Natural Park Apartment The Grade-A five star apartment is situated in the best and most popular expatriated residential area in Bangkok, Sukhumvit Road. Besides the very convenient transportation to Central Business Districts via BTS, MRT underground train, extensive expressways, and main Sukhumvit road, there are many facilities around such as international schools, hospitals and department stores. The project design are exceptional especially its landscape design and development. It composed of exceptional surrounding for customersâ&#x20AC;&#x2122; relaxation including 3-rai natural garden, waterfall, fish pond, and stream which all that make the Natural Park Apartment distinguished from other projects in Sukhumvit area. The full range facilities are including swimming pool, sauna, kidsâ&#x20AC;&#x2122; playground, basketball field, tennis court, and many activity rooms, and 24 hours security to guarantee the safety living in our project.
Project Characteristics Project Location Type of Project Number of Units Occupancy Rate Present Status
NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO
The Natural Park Apartment 88 Sukhumvit Soi 49, Sukhumvit Rd., Klongton Nua, Wattana, Bangkok Luxurious apartment for rent Three 15-storey residential buildings with a total of 81 units Approximately 98.6% Operated
23
CURRENT
PORTFOLIO
NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO
24
CURRENT
PORTFOLIO The Novotel Beach Resort Panwa Phuket A four-star hotel is situated on Yon Bay, most beautiful location of Panwa Bay, Phuket. The project comprises 216 guestrooms with the total usable area of 14,000 square meters. The hotel offers fine decoration blended in with the real nature, Thai hospitality, and tranquil private beach whereas provides wide range of facilities on international standard. Furthermore, the project is managed by experienced Accor hotel operator.
Project Characteristics Project Location Type of Project Number of Units Occupancy Rate Present Status Project Progress Project Completion
NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO
Novotel Beach Resort Panwa Phuket Hotel Yon Bay, Panwa Cape, Phuket Four-star Hotel 216 rooms (77 rooms currently available; 67 rooms to be constructed in the first phase; and 72 rooms to be constructed in the second phase) Approximately 60 % 77 rooms currently available Under construction of additional guestrooms in Phase 1 and Phase 2 (75% completed) Within the year 2009. However, the bankruptcy of Lehman Brothers in USA has affected the projectâ&#x20AC;&#x2122;s capital to complete the construction on schedule. The Company is now seeking new sources of financing to continue project construction.
25
NATURE OF CURRENT BUSINESS OPERATION PORTFOLIO
NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO
26
CURRENT
PORTFOLIO The Siam Hotel and Serviced Apartment A 5-star hotel project covering an area of 18 rai is located in the heart of the business district adjacent to the Siam Paragon, the largest shopping mall in the region. Trips to all Bangkok major areas can be made easily by the BTS sky train. The hotel has been beautifully designed and decorated in the Contemporary Thai style and fully equipped with all hotel facilities in accordance with the 5-star international standard. The project consists of 303 hotel rooms and 100 serviced apartment rooms covering the total area of about 97,000 square meters.
Project Characteristics Project Location Type of Project Number of Units Present Status Project Progress Project Completion
NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO
The Siam Hotel and Serviced Apartment Adjacent to the Siam Paragon Shopping Center, Bangkok Hotel and serviced apartment 303 Hotel rooms and 100 serviced apartment rooms Under construction 100% completed of Structural work 55% completed of Architectural work 40% completed of M&E work 5% completed of Interior work Within the third quarter of 2009
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NATURE OF CURRENT BUSINESS OPERATION PORTFOLIO
NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO
28
CURRENT
PORTFOLIO The AmanResort Bangkok Hotel A luxurious 5 star hotel project located in Soi Charoen Krung 36 on the Chao Praya Riverside consists of 35 luxurious rooms occupying a total area of 7,400 square meters. The design has been made under the Heritage Development concept focusing on the harmony between the ancient custom house (Rong Pasee Roi Chak Sam) with its history dated back to more than 100 years and the new buildings which have carefully been designed to enhance the magnificence of the ancient site. The hotel is to be managed by Amanresorts Group which is a 5-star hotel management group recognized worldwide.
Project Characteristics Project Location Type of Project Number of Units Present Status Project Completion
NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO
Aman Resort Bangkok Hotel On the Chao Praya Riverside, Soi Charoenkrung 36, Bangrak, Bangkok Five-Star Boutique hotel 35 rooms Under the project design preparation, and construction of the new building to replace the existing one which will be removed from the project area Within the year 2011
29
CURRENT
PORTFOLIO
NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO
30
REVENUE STRUCTURE Business Group
Operated By
2008 % Shareholding Revenue of the (Million Company Baht)
Rental and Service - The Natural Park Apartment - One and Two Pacific Place, Nai Lert Building and Market Plus - Other Services
2007 %
Revenue (Million Baht)
2006 %
Revenue (Million Baht)
%
90.62 57.12
9.31% 5.87%
Natural Park Pcl. Pacific Assets Pcl.*
100.00% 63.40%
Natural Park Ville Co., Ltd. and Pacific Assets Pcl.*
100.00% 63.40%
Natural Hotel Panwa Co.,Ltd.
100.00%
Pacific Assets Pcl.* (previously owned by Natural Real Estate Co., Ltd.)
63.40%
-
0.00%
Club Operations
Pacific Assets Pcl.*
63.40%
-
0.00%
51.61
5.33%
54.82
5.63%
Restaurant Business
Park Cuisine Co., Ltd and Park Gourmet Co., Ltd.
100.00%
-
0.00%
15.40
1.59%
90.72
9.32%
Management Fee Income
Natural Park Ville Co., Ltd. and Pacific Assets Pcl.*
100.00%, 63.40%
50.76 16.77%
2.16
0.22%
12.17
1.25%
-
0.00%
Hotel Business - Novotel Beach Resort Panwa Phuket Hotel - The Chedi Chiang Mai Hotel
Other Revenues - Reversal of accrued interest expenses - Reversal of provision for liability from controversy with the purchaser - Gain on disposal of assets - Gain on sale of investment accounted for under the equity method - Share of profits from investments under equity method - Others Total Revenues
Note
97.83 32.33% - 0.00% 0.10%
4.30
0.44%
4.80
0.49%
59.23 19.57%
63.48
6.56%
46.11
4.73%
0.30
158.86 16.41%
106.66 10.95%
11.76
3.89%
-
0.00%
-
0.00%
-
0.00%
121.37 12.46%
1.45 -
0.48% 0.00%
346.25 35.77% - 0.00%
134.77 13.84% 54.82 5.63%
-
0.00%
81.27 26.86% 302.60 100.00%
* On 21 December 2007, the Company has sold investment in Pacific Assets Pcl.
NATURAL PARK PUBLIC COMPANY LIMITED REVENUE STRUCTURE
97.63 10.09% 70.00 7.23%
14.16
1.46%
144.06 14.88% 967.91 100.00%
48.18
4.95%
151.68 15.58% 973.84 100.00%
31
REVENUE STRUCTURE 32.43%
31.22%
2008
Rental and Service Hotel Business Club Operations Restaurant Business Management Fee Income
16.77%
Other Revenues
19.57% 0.00% 0.00% 17.76%
2007
Rental and Service Hotel Business 22.97%
52.12%
Other Revenues
5.33% 1.59% 0.22% 0.00% 15.66%
Rental and Service Hotel Business 15.69%
2006 52.45%
Club Operations Restaurant Business Management Fee Income
5.63%
Club Operations Restaurant Business Management Fee Income Other Revenues
9.32% 1.25%
NATURAL PARK PUBLIC COMPANY LIMITED REVENUE STRUCTURE
32
BUSINESS OPERATION IN EACH
BUSINESS GROUP
Natural Park Public Company Limited’s paid-up capital as of December 31, 2008 was 12,086.18 million Baht. The Company operates in various forms of real estate development emphasizing on profitable projects such as real estate for rent, hotel services and on value-added project that is an investment in the restaurant business. Details of the Company’s projects are as follows:
Real Estate Development for Rent and Service Group The Company focuses on developing properties for rent and other related services as they generate stable income and reduce fluctuation caused by the fall of the real estate business cycle. The company’s projects of this segment include serviced apartment for rent. The projects emphasizes on location, design and international standard service. Developed properties for rent and related services that are currently under operation are as follows:
The Natural Park Apartment Projects Features
Project Location Type of Project Number of Units Occupancy Rate
The Natural Park Apartment 88 Soi Sukhumvit 49, Sukhumvit Road, Klongton Nua, Wattana, Bangkok Apartment for rent 81 units consisting of three 15-storey residential buildings 98.60% throughout the year 2008
Marketing and Competition Status Competition Strategies
The Natural Park Apartment project is located in the heart of Sukhumvit area, the finest residential area in the city of Bangkok, where Thais and foreigners with high income and high standard of living reside. The location of the Natural Park Apartment project is the strategically strong and advantageous point. Besides being surrounded by various facilities such as five-star department stores, supermarkets, international schools, famous international restaurants, police station, and first-class hospitals, the project is located in the convenient area where trips to all major business areas can be made easily by public transportation such as Sukhumvit Road, BTS sky train, MRT underground train, and expressways. The exquisitely designed rooms are fully furnished and equipped with all facilities to express great care to residents. Decorated in an Oriental Contemporary style, the apartment’s rooms are spacious with huge balcony and a proportionally separated maid’s room and kitchen room that respond to the needs and lifestyles of the project’s major target clients. Regular maintenance is provided to keep the project in good condition. Additionally, the project also provides complete central facilities under five-star residential standard to respond to lifestyles of our clients who love physical exercise and recreational activities with their family members. The central
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BUSINESS OPERATION IN EACH
BUSINESS GROUP
facilities include large swimming pool, tennis court, basketball court, squash room, fitness center which houses Jacuzzi and sauna, and banquet room, as well as the project’s highlight - a more than 3-rai garden which is the largest in Sukhumvit area. Its open landscape - not hidden by high buildings - is the distinctive and attractive point. The Natural Park Apartment has been created with beautiful scenery, manmade waterfalls, large fish pond and stream around the area. All of these services reflect our attention to quality of life of the residents. These facilities are under good care to create a pleasant and beautiful atmosphere. The Company also lays great emphasis on friendly and impressive services by arranging various activities from Thai and international seasonal and festival events to special activities to build up a good relationship between the project and the tenants, promoting good quality of life, and increasing the residents’ happiness. Consequently, with all the above factors, the Natural Park Apartment has become a first-class apartment for rent project with unprecedented strategies and high competitiveness over its competitors since the past until the present time. Sales and Distribution Channels The Company’s distribution channels can be divided into the following proportion: Distribution Channels
Proportion (in percentage)
1. Selling through agencies 2. Direct selling to clients
70 30
Total
100
Competition Status and Growth Trend Throughout the year 2008, the number of rental apartment rooms for foreigners increase by 5% from the previous year. Sukhumvit area still has the most apartments for rent with a total 8,135 room units or 70% of Bangkok’s proportional area. In the first half of the year 2008, there are 9 new apartments with a total 268 units, increasing the rental apartments for foreigners to 11,544 units. Several new projects are located on Sukhumvit Road from Soi 21 to Soi 55, which is the popular area among Japanese families residing in Thailand. In the second half of the same year, opening of 7 new apartments with 292 units in aggregate is anticipated. The number of rooms throughout 2008, therefore, increases by 560 units or 5% from 2007 to reach 11,836 units. Sukhumvit area ranks top as the area with the highest number of apartment units or 70% of the total rooms. Average occupancy rate in all areas increases by 2% from the previous year to 89% in 2008. Sukhumvit area has the highest occupancy rate at 92%. If classified by apartment grading, the average occupancy rate of the Grade A rooms in all areas is at 91%, increasing by 2%. Sukhumvit area continually has the highest average occupancy rate of the
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BUSINESS GROUP
Grade A rooms at 96%. The average occupancy rate of the Grade B rooms in all areas remains stable at 88%. Based on the information, it can be concluded that Sukhumvit area is an area with higher demand for quality apartments for rent than other areas. The increase in the occupancy rate in Sukhumvit area is 5% and Ploenchit-Chidlom area 4%. However, the Silom-Sathorn area’s occupancy rate decreases by 1%. The average rental rate for the Grade A rooms in Sukhumvit area in 2008 is at 441 Baht per square meter, increased by 1%. Silom-Sathorn area’s rental rate increases by 8% on average to 469 Baht per square meter. The rental rate for the Grade B rooms is at Baht 298 per square meter, slightly changed from the previous year. The business trend of apartments for rent for foreigners remains stable in terms of demand and supply. The demand will increase at the level that the supply can absorb and the price will be slightly adjusted. However, the competition to attract clients will continue. According to the survey, newly-opened apartments are better aware of the target clients’ needs and develop the management system and services to satisfy them. The right marketing strategies also have high influence on the success of apartments such as reasonable price, provision of electrical appliance or high-speed internet, etc. In the year 2009, the apartment market is forecasted to be stable. The rental rates will be higher in the areas where new projects are located, particularly Sukhumvit area. The rental rates in the existing projects will be increased by not over 1% on average. The average occupancy rate will vary with the economic situation and foreign investment in the country. New projects are mainly located in Sukhumvit area. Most projects are of Grade B with not over 8 stories and monthly rental rates between 400-600 Baht per square meter depending on the location and decoration. Source: 1. Plus Property Focus, Half-Year Research Paper (January-June 2008) by Plus Property Company Limited. 2. Bangkok Property Research Report 2008 by CBRE
Products and Services Provision Throughout the past operational period, the Company has placed emphasis on providing the best products and services for the customers in every development step such as procurement of top quality materials, design, and construction. We are taking care of and renovating all apartment rooms, equipments and facilities to maintain them in good condition. The Company is also looking for new facilities and services and improving the quality of services continually. We have been adjusting the form of recreational activities and internal environment in the project such as renovating the park for more beautiful scenery and efficient use. We also give importance to the development of service personnel quality to increase the client’s satisfaction. All above are aimed to maintain standard of the Natural Park Apartment project as a leader in five-star apartments for rent both for business and residential services.
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BUSINESS OPERATION IN EACH
BUSINESS GROUP
Hotel Business Group With confidence in the increasing and potential of Thailand tourism, the Company has operated a development business and has developed various hotel projects focusing on the projects that located in the heart of Bangkok and cities with major tourist attractions such as Phuket. The hotel projects currently operated by the Company’s subsidiary are as follows:
Novotel Beach Resort Panwa Phuket Project Project Features
Project Location Type of Project Number of Rooms Occupancy Rate
Novotel Beach Resort Panwa Phuket Yon Bay, Panwa Cape, Phuket Four- star Hotel, resort style 216 rooms (77 rooms currently available; 67 rooms to be constructed in the first phase; and 72 rooms to be constructed in the second phase) with facilities. It is well decorated and harmonized with nature and located in peaceful private beach 61%
Marketing and competition status Competition Strategy
The 4-star hotel, Novotel Beach Resort Panwa Phuket hotel located in the peacefully phenomenon, being suitable for tourists who wish to relax in Phuket among peaceful natural environment. The development of the project, design and construction are perfectly blended with Thai style, surrounding with beautiful decorations, being harmonized with natural with peaceful private beach at Panwa Cape. Transportation is convenient. The project is 45 minutes far from Phuket airport and only 10 minutes from downtown Phuket and the large size shopping malls (Central Festival). Entering into downtown can be made easily with hotel transportation. Novotel Beach Resort Panwa Phuket has regularly developed standard in administration and management and hotel service. Especially, it is focused on service training provided to all staff. It recognizes customers’ satisfaction as a substantial key. The company has entered into the management contract with network system of Accor, group of the hotel management, the world class hotel operator from France consisting of groups of hotels and resorts under the management more than 4,500 hotels over the world in order to establish confidence and reliance on the management quality and service at an international level. The Company has added more channels for various distribution by using room reservation system via call center of Accor’s website which access to customers over the world and other websites which have signed contracts with Accor. With the various distribution channels, customers over the world are able to verify room reservations, prices, including confirmation or cancellation of room reservation conveniently and fast according to the international standard.
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Besides, from June 2008, the hotel starts doing its website www.novotelpanwa.com by connecting the website with room reservation system of Accor’s website directly. Customers is able to visit and look at the updating pictures of hotel’s project including the update of promotion of rooms, food and other services which the project wishes to be provided to customers directly via this website. As it is known that tourist market for common relaxation is a high potential market, the Company is aware of this factor. Therefore, it has urgently improved and developed products to satisfy customers, especially, rooms which are the part that help increase in average room rates every year. In regards of travel agencies, the hotel does the new market in European zone which are France, Belgium, Scandinavian, Russia and Eastern Europe. These countries are highly important in the tourism role in the tourist season or high season. Distribution and Distribution channels The Company’s distribution channels can be divided into the following proportion: Distribution channels
Proportion (in percentage)
Selling through Travel Agencies Selling through Accor Network System Direct selling to clients
70 22 8
Total
100
Competition Status and Growth Trend From the event the People Alliance Democracy (PAD) got together to protest the government since May 2008, Kasikorn Thai Research Center analyzed that in the third quarter number of tourists would decrease. The local political impact creates panic to tourists. In the last quarter, number of tourists might decrease to 30% from the total of 4.4 million people which had been previously estimated before such event. Such reflects loss of touring revenue from tourists being worth of approximately Baht 55,000 million. In year 2008, most of the loss are in the touring businesses on tourists accommodations or hotels which could be up to 28% (approximately Baht 10,000-20,000 million). From monthly economic status, it indicated that in September 2008, amount of room reservations via travel agency was seriously decreased due to world economic crisis and domestic political situation which affected economy’s expansion in the third quarter, and expectably it might decrease continuously in the fourth quarter of 2008. The statistic figures of the Office of Tourism Development on 11 November 2008 showing substantial figures of tourism in Phuket Province, comparing between 2007 and 2008, by estimation, provided that number of rooms in Phuket has increased at 6.16%, but check-in rate of tourists has decreased at 8.42%. Number of tourists checking in the hotels has decreased at 17.50%.
NATURAL PARK PUBLIC COMPANY LIMITED BUSINESS OPERATION IN EACH BUSINESS GROUP
351 149 636 120 425
2,426
2,306
328 121 611 121 403
2008
2007
+ 7.01 + 23.14 + 4.09 -0.83 + 5.46
+ 5.20
%
จำนวนสถานพักแรม Accommodation
12,149 4,452 35,687 10,381 14,405
NATURAL PARK PUBLIC COMPANY LIMITED BUSINESS OPERATION IN EACH BUSINESS GROUP
12,446 5,803 37,884 10,372 15,404
100,952 106,861
2008 + 2.44 + 30.35 + 6.16 -0.09 + 6.94
+ 5.85
%
จำนวนห้อง Number of rooms 2007
Source: Tourism Development Office 11 November 2008
กระบี่ / Krabi พังงา / Phang Nga ภูเก็ต / Phuket หาดใหญ่/ Had Yai สุราษฎร์ธานี(สมุย) / Surattani(Samui)
ท่องเที่ยว Location
3.64 4.06 4.15 1.92 7.09
3.27
2008
วันพัก เฉลี่ย ARR
56.57 35.84 66.35 45.79 70.90
58.43
2007 62.41 31.14 57.93 44.26 64.20
54.01
2008 + -
5.84 4.70 8.42 1.53 6.70
-4.42
%
อัตราการเข้าพักเฉลี่ย Average room stayed
267,740 77,548 589,951 546,332 40,211
2,995,227
2007 293,434 55,819 461,893 525,381 49,174
2,860,463
2008
คนไทย / Thai
3,167,067
2007
3,103,048
2008
+ 9.60 484,207 481,754 - 28.02 86,477 103,708 - 21.71 1,378,742 1,162,236 - 3.83 301,326 289,770 + 22.29 416,052 439,906
- 4.50
%
6,162,294
2007
5,963,511
2008
รวม Total
- 0.51 751,947 775,188 + 19.93 164,025 159,527 - 15.70 1,968,693 1,624,129 - 3.84 847,658 815,151 + 5.73 456,263 489,080
- 2.02
%
คนต่างประเทศ / Tourist
จำนวนคนเข้าพักแรม Number of guest
+ 3.09 - 2.74 - 17.50 - 3.83 + 7.19
- 3.23
%
37
BUSINESS GROUP
BUSINESS OPERATION IN EACH
38
BUSINESS OPERATION IN EACH
BUSINESS GROUP
For trend of the 2008 fourth quarter up to 2009, risk due to external economic factor will be higher than the one expected by many parties. From the financial crisis in the US, it affected serious financial crisis of the world. It is concerned that this will cause economy declining all over the world. Such situation affects directly to export sector, service sector and tourism of Thailand which such slow down could be seen in the fourth quarter of 2008 and the affect might appear more clearly in 2009. For internal factor, unsteady of Thailand’s politics will affect to confidence of investors and tourists, including Thai consumers. However, the factor that would be positive to economy is the decrease in gasoline’s price and consumer goods in the world market. Such causes much less pressure to financial fluctuation. Besides, many parties expect the government’s role in acting policy to urge economy. The government trends to make the mid financial statement for budget in year 2009 with additional amount of Baht 100,000 million. If this could truly make money into the economy, it will help growth of GDP more, urge tourist sector and services and relief unemployed problem. Besides the policy to stimulate overall economy which will result in travel businesses, the Tourism Authority of Thailand (TAT) has launched the marketing promotion campaign for the entire year of 2009 and urgently made foreign tourists understand the same to bring back confidence in travelling to Thailand. To drive the economic strategy, TAT has increased setting the target on revenue from tourism to Baht 630,000 million. It is focused on foreign tourists travelling to Thailand which TAT has estimated at 16 million tourists for 2009, and the marketing target for local people travelling in Thailand has been set at Baht 407,000 million for 2009. Source:
1. Kasikorn Thai Research Center: Economy Watch Volume No. 2278, September 5, 2008: Travel for the last half-year of 2008: Impact from violence from congregation event. 2. Kasikorn Thai Research Center: Economy Watch Volume No. 2342, November 5, 2008 Expectably, GDP of the 3rd quarter will grow at 4.3%... for the last quarter, it will be likely reduced to be lower than 4% due to the higher economy risk.
Products and Services Provision Customers’ satisfaction is a key factor of the hotel business as the quality of services, facilities, including condition of a hotel are substantial factors of hotel business operation. The company concentrates and pays attention to the development and improvement of the quality of services along with the personnel improvement on both selection of recruitment and provision of training to hotel staff for standardization as always. In addition, the hotel has renovated rooms and other parts, both externally and internally, to be more elegance and modern, equipped with all facilities, including wide public relations so that the hotel will be well-known to all Thais and foreigners residing in Phuket. Presently, the hotel has prepared for the Green Globe Certification. It is the trade mechanism which is known worldwide that it is alliance commitment amongst executive officers and employees in preserving environment and being responsible for local society. The hotel recognizes the training of employees, including managerial staff, as priority so that it can be
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confident that employees can provide excellent services at the highest standard. Moreover, the hotel gives importance to English language and the English course training program has been regularly arranged. In mid of 2009 the hotel has planned to commence providing services for new 139 rooms, including new restaurant, bar, fitness, spa and conference room services. This new phase of services enables the hotel be able to provide different types of services, food and beverages, recreation activities and facilities and additionally increases the hotel potential in competing with other new hotels to be operated, in view of product and service qualities. The company is confident that Novotel Beach Resort Panwa Phuket, after completion of renovation in both phases, will be the potential hotel and ready to accept the increasing demand of customers. Also, it will be able to expand the market and increase the new channel on travel agency’s hotel bookings and reservations in a higher number. However, the world economic crisis associated with the Lehman Brothers’ bankruptcy in USA has affected the project’s capital to complete the construction on schedule. Currently, the Company is now seeking new sources of funds to finance the project development.
Restaurant Business Group Apart from the development of the real estate projects that the Company has been operating and managing in various forms such as the apartment project and hotels, the Company also has also seen the importance in adding value to other properties. The restaurant business that has been operated by the Company’s associated company is as follows:
LENOTRE
Project Features Project Location Type of project
LENOTRE - Cafe‘ LENOTRE, Ground Floor, Natural Ville Executive Residences, Lang Suan Road - LENOTRE Boutique, Ground Floor, Sofitel Silom Hotel - LENOTRE Boutique, Ground Floor, The Siam Paragon Department Store - LENOTRE Boutique, Ground Floor, The Penny’s Balcony, Thong Lor Road French Patisserie and Restaurant
Marketing and Competition Status Competitive Strategies
LENOTRE is the brand of well-known bakery shop and French cuisine in France since 1957. LENOTRE’s business rapidly increased in France until 1985 when the Accor, a world-class hotel and services management group become the restaurant’s major shareholder and expand LENOTRE’s business into various forms of services in connection to the bakery shop and the French cuisine such as French Cafe,‘ luxurious restaurants, catering business, and bakery school as well as the expanding of the business into other countries.
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BUSINESS OPERATION IN EACH
BUSINESS GROUP
Currently, there are more than 30 branches of the restaurant around the world including France and other countries such as Germany, Morocco, the United States of America, Saudi Arabia, Kuwait, Tunisia, Japan, South Korea and Thailand. LENOTRE business started in Thailand in 2006 by Park Cuisine Company Limited (the Company’s subsidiary) who was granted a sole license to produce and sell LENOTRE products in Thailand. In three years, the Company opened four branches in leading department stores in Bangkok, also expanded business to catering service business. In this regard, LENOTRE business in Thailand has grown by the expanding of business sector and the increase of popularity on imported bakery. However, during the increasing of the market, the success of LENOTRE Thailand which is considered one of the marketing competitive strategy in maintaining the leadership in the business which consist of many factors such as the brand‘ with long-time history, the identity of French gastronomy in which been transferred knowledge from the founder. LENOTRE Thailand also emphasizes on the research and development of the products in cooperation with the LENOTRE Research Institute of France as well. All these can guarantee that LENOTRE products quality is identical both in France and Thailand. The Company focuses on medium to high profile customers both Thai and expatiates who appreciate art of cuisine and have modern lifestyle, and love product quality. These also enhance LENOTRE products among the target customers. All mentioned factors such as long history and recognized brand, professional management, focusing on the quality through the creation, neat material selection, and continuously development, also selective customers have brought LENOTRE Thailand to competitive advantage above all competitors in the market. Sales and Distribution Channels LENOTRE has chosen to distribute its products by selecting strategic location in the city center or in the leading shopping center and department store. The Company’s direct sales channel is through the 3 forms of 4 branches of LENOTRE restaurant: Cafe LENOTRE, LENOTRE Boutique and Catering Services. The Company has also chosen to provide different services in different branch in accordance to location and lifestyle of the customers in each location in order that the products and services of LENOTRE could access the customers and to respond to the needs of the targeted customer group. The 3 forms of services are as follows:
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BUSINESS OPERATION IN EACH
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1. CAFE LENOTRE : Dine-In style The first branch in Thailand located at the Natural Ville Executive Residence, on Lang Suan Road and the second branch is located on Soi Thong Lor 16 has been opened in November 2007. CAFE LENOTRE is a contemporary French bakery and cuisine. The first branded name restaurant in Thailand that provide breakfast, lunch, afternoon dishes and dinner with contemporary French cuisine and bakery in a restaurant with contemporary decoration to create a warm and relaxing atmosphere.
2. LENOTRE Boutique : a combination of Takeaway and Cafe‘ Both takeaway and Dine-In services are provided. There are currently 2 branches: on the Ground Floor of the Sofitel Silom Hotel and Ground Floor of the Siam Paragon Department Store. The restaurants are decorated with an open and comfortable style.
3. Catering Service LENOTRE is a long-time expert in outside catering in France and in other countries around the world for more than 30 years. LENOTRE has been selected to provide catering services in many world-class events such as the 1998 World Cup in France.
LENOTRE in Thailand awares of the growth of catering business in Thailand, the Company has officially launched the catering business “LENOTRE Exclusive Catering” on October 8, 2008. LENOTRE catering is special in term of design and food and beverage in Fashion Food Catering to response ‘ to customers lifestyle who passion on modern, and quality lifestyle. The taste and catering concept will be customized differently by the events and clients’ need. LENOTRE Exclusive Catering customers profiles are ranged from diplomats, business exclusive, and event organizer also fashion brand. The targeted groups of LENOTRE are the conference and seminar, party event and the opening or the marketing events which include the Exclusive dinner for customers that require privacy. Competition Status and Growth Trend Among the increasing of oil prices and the economic slowdown that causes Thai people to spend money more carefully. However, the restaurant business tends to grow continually resulted from the increase of the eating out habits due to the change of the social condition. The rapid pace of life has leaving people no time to cook, the need to change their
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BUSINESS OPERATION IN EACH
BUSINESS GROUP
dining atmosphere to relax and reduce stress, to have fun with families and friends. Nevertheless, the operators still have to change to correspond to the consumersâ&#x20AC;&#x2122; habits that pay more attention to the quality of food and healthy food, worthiness and budgets as well as private party or catering services has become more popular. The growth of LENOTRE Exclusive Catering Service in Thailand is well recognized by high profile customers both private and corporation. The demand is continuously increasing although the Company has not advertised. Most of the customers are impressed on our products and service, spread positive word of mouth to other customers; make it more recognized among target customers who appreciated art to living and eating. As for the successful of LENOTRE Exclusive Catering, the Company is planning to expand to new customers, inventing the service to response to customers need. The Company will start the Delivery Service to exclusive private party and will advertise through website to enhance awareness and recognitions.
Products or Services Provision In terms of products, LENOTRE emphasizes on the producing of good quality products with well selected material under international standard both from inside and outside the country. As for the production process, the Company has invested in the tools, equipments and professional level technology to be used together with modern knowledge from LENOTRE France not only on how to maintain the quality of the material in order to use the material to its highest efficiency but also to help reduce the cost of the business, production to make the best quality products. Concerning the service and management, the Company has entered into an agreement with the Accor Group to take over the management of all LENOTRE restaurants in Thailand. The management and the staff development and training as well as the network of Accor will help distribute the goods and add the distribution channels to LENOTRE implicitly in the future.
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GENERAL RISK
INFORMATION FACTORS 1. Operational Risk Natural Park Public Company Limited’s apartment business is still in good condition because most of its foreign customers tend to rent for a long term. Thus, the Company is not much affected by external factors whereas the apartment business as a whole remains stable. The hotel industry has been affected by political situation - the People’s Alliance for Democracy (PAD)’s protest against the government and the world economic crisis. Particularly, the bankruptcy of Lehman Brothers in USA has impact on the additional construction of Novotel Beach Resort Panwa Phuket because Lehman Brothers holds the debentures which the Company issued to fund the construction. N-PARK is now seeking new sources of funds. Nevertheless, the Company’s hotels are in good locations in Bangkok, and major tourist cities. Besides, they are operated by the highly competent management team who helps strengthen marketing activities. The Company has intended to complete the construction of its hotels. In terms of construction and renovation, the costs of construction materials and transportation have been decreased this year, favorably benefiting the administration of construction projects.
2. Financial Risk As at 31 December 2008, the Company’s total current assets were Baht 335.34 million and total current liabilities were Baht 3,151.59 million. Beside the negative operating cash flow, the Company faced the net loss for the year ended on 31 December 2008 in the amount of Baht 1,946.81 million, and the debts which may be incurred from legal disputes. Consequently, the auditor noted that the Company’s continual operation in the future would significantly depend on a) the successful implementation of the Rehabilitation Plan; and b) the ability to achieve its business operation in the future and sufficient cash flow from business operation. Nevertheless, the Company has acknowledged these problems and puts its best effort to find solutions. On 3 February 2009, the Company has entered into the compromise contract with Thai Ocean Life Insurance Company Limited and agreed to pay Baht 200 million to end the civil and bankruptcy cases. When the amount is fully paid, the reserve funds for legal disputes will be reduced. On 24 February 2009, the Company sold its capital-increase shares amounting to Baht 346.98 million (from the total 34,698.79 million shares at a par value of Baht 0.01.) The Company also has the plan to sell its assets as approved by the shareholders’ meeting on 2 February 2009 to make a compromise with the creditors and to develop its projects.
3. Dividend Payment Risk As at 31 December 2008, the Company had a total deficit of Baht 7,967.86 million mainly due to the estimated expenses from court judgments of Baht 448.67 million, loss from impairment of investments of Baht 639.83 million, and loss from disposal of investments of Baht 324.52 million. This resulted in the loss of Baht 1,794.36 million, and the deficit at the end of 2008 totaled Baht 7,967.86 million. Consequently, the Company cannot pay dividends to all
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GENERAL RISK
INFORMATION FACTORS shareholders in pursuant to law and the shareholders have the risk of not receiving dividends according to the dividend payment policy of the Company.
4. Legal Proceeding Risk The Company was sued in bankruptcy and civil cases, most of which involve its rehabilitation of the business. The Southern Bangkok Civil Court (the Court of First Instance) has ordered the Company to repay debts to ACL Bank Public Company Limited and Thai Ocean Life Insurance Company Limited. As a consequence, as at 31 December 2008, the Company had the estimated expenses from court judgments of Baht 1,079.23 million. Although the debts were incurred 12 years ago before the rehabilitation process, it is necessary for the Company to reach the compromise without delay to reduce its debt reserves, to benefit the financial status, and to end the bankruptcy case for its future operation. Therefore, on 3 February 2009, the Company has entered into the compromise contract with Thai Ocean Life Insurance Company Limited and agreed to pay Baht 200 million (as at 31 December 2008, the Company recorded Baht 389.80 million as the estimated liabilities from legal cases with Thai Ocean Life Insurance Company Limited) to end the civil and bankruptcy cases. Other cases are currently being heard by the relevant courts, and are not final yet. The details appear in the Notes to Financial Statements, Item 32 Legal Disputes, and Item 33 Estimated Liabilities.
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CAPITAL
STRUCTURE Company’s Securities Common Shares As at 31 December 2008, the Company’s registered capital detail is as follows: Registered Capital Paid-Up Registered Capital Number of Issued Common Shares Par Value
Baht 12,086,184,000 Baht 12,086,184,000 12,086,184,000 Baht 1.00
Shares Per Share
Debentures Natural Hotel Panwa Company Limited, a subsidiary company, issued debentures detailing as follow: Issuer Type of Debentures Number of Issued Debentures Face Value Total Amount Interest Rate Interest Payment Date of Issued Redemption Period Term Maturity Date Collateral
Natural Hotel Panwa Company Limited Unsubordinated and Secured Debentures with a Debentureholders’ Representative, evidenced by a Name-Registered Certificate 860,522 units divided into Class A 254,000 units and Class B Issued 606,522 units Baht 1,000 Baht 860,522,000 Class A - THBFIX plus 3.3% p.a. and Class B - THBFIX plus 5.3% p.a. Every 15th day of each month 20 December 2006 Within 3 years from the issuance date 3 years 19 December 2009 Pledged 2,999,994 common shares of Natural Hotel Panwa Company Limited held by Natural Park Public Company Limited and mortgaged land 11-0-99 rai and construction of Natural Hotel Panwa Company Limited
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CAPITAL
STRUCTURE Shareholders The first 10 shareholders and the number and percentage of shares held as at 26 December 2008 (the latest date of the closing of the Share Register Book). No. of Shares Held
% of Shares Compared to Paid-up Capital
1,085,453,356
8.98
2. Viriyah Insurance Co., Ltd.*
847,152,750
7.01
3. Character Business System Co., Ltd.
330,000,000
2.73
4. Triple Ideal Co., Ltd.
330,000,000
2.73
5. Mrs. Sawang Mankhongcharoen
300,000,000
2.48
6. Mr. Komol Jungrungruengkij
284,957,850
2.36
7. Mr. Banjong Boonchuayserm
274,500,000
2.27
8. Mr. Prasong Boonchuayserm
261,461,000
2.16
9. Miss Somluck Chaowacharoen
202,841,900
1.68
200,000,043
1.65
Others
7,969,817,101
65.94
Total
12,086,184,000
100.00
Shareholders 1. E-Street Property Limited
10. Mr. Taweechat Chulangkul
Note:
*On 6 January 2009, Viriyah Insurance Co., Ltd. filed Form 246-2 to the SEC informed the sale of 847,152,750 ordinary shares in N-PARK or 7.01% of paid-up shares of N-PARK to Miss Yuphayao Boonsom and Miss Sithinaree Larbthananukul.
Dividend Policy The Companyâ&#x20AC;&#x2122;s dividend policy is to pay to shareholders not less than 30 percent of net profit as stated in the Company Only financial statements after deduction of reserves as determined in the Memorandum of Association of the Company and by law. Nonetheless, the dividend payment will incorporate the following factors such as the performance and financial position of the Company, liquidity of the Company in business expansion and other factors related to managing the Company. Also, the dividend payment has to be approved by the Shareholders and the Board of Directors of the Company.
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MANAGEMENT ORGANIZATION CHART BOARD OF DIRECTORS AUDIT COMMITTEE
EXECUTIVE COMMITTEE PRESIDENT & CEO
INTERNAL AUDIT
PRESIDENT OFFICE
PROPERTY DEVELOPMENT & MANAGEMENT
OPERATION SUPPORT
FINANCE & CONTROLLING
CONSTRUCTION & PROJECT MANAGEMENT
EXECUTIVE SECRETARY
PROPERTY MANAGEMENT
HUMAN RESOURCES
STRATEGIC & FINANCIAL PLANNING
CONSTRUCTION MANAGEMENT
CORPORATE STRATEGIC PLANNING
PROPERTY DEVELOPMENT
LEGAL
ACCOUNTING
PROJECT DESIGN COORDINATION
INFORMATION TECHNOLOGY
FINANCE
DESIGN RESEARCH & INFORMATION
CORPORATE COMMUNICATIONS
PURCHASING
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MANAGEMENT 1. Management Structure As of 31 December 2008, details on the Board of Directors and other officers were as follow:
The Board of Directors consisted of 7 members: 1) 2) 3) 4) 5) 6) 7)
M.R. Kasemsamosorn Mr. Chaiwat Mr. Sakthip Mr. Thavisakdi Mr. Sermsin Mr. Paisarn Mr. Weerawat
Kasemsri Atsawintarangkun Krairiksh Tanta-Nanta Samalapa Tangyuenyong Wattanatchariya
Chairman Director and Chairman of Audit Committee Director and Audit Committee Director and Audit Committee President and Chief Executive Officer Director and Executive Officer Director and Executive Officer
Atsawintarangkun Krairiksh Tanta-Nanta
Chairman of Audit Committee Audit Committee Audit Committee
Samalapa Tangyuenyong Wattanatchariya
Chief Executive Officer Executive Officer Executive Officer
Loal Giramethakul Rojanavanich
Executive Vice President Senior Vice President Senior Vice President
The Audit Committee 1) Mr. Chaiwat 2) Mr. Sakthip 3) Mr. Thavisakdi
The Executive Committee 1) Mr. Sermsin 2) Mr. Paisarn 3) Mr. Weerawat
Management 1) Ms. Urai 2) Ms. Nuttapun 3) Mr. Pisit
Note: Ms. Kaemakorn Vachiravarakarn is the Companyâ&#x20AC;&#x2122;s Secretary
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MANAGEMENT Summary of Directors held the position in Board of Directors and Sub-Committee Name M.R. Kasemsamosorn Mr. Chaiwat Mr. Sakthip Mr. Thavisakdi Mr. Sermsin Mr. Paisarn Mr. Weerawat
Director Kasemsri Atsawintarangkun Krairiksh Tanta-Nanta Samalapa Tangyuenyong Wattanatchariya
Audit Committee
Independent Director
The Executive Committee and Authorized Director
All directors have attended the training from Thai Institute of Directors as shown in the Details of the Directors and Management (attachment). In addition, Mr. Chaiwat Atsawintarangkun, who is holding the position of Chairman of the Audit Committee, also has vast knowledge and experience in reviewing financial statements. All independent directors have no business relationship or any professional services with the Company, the parents company, subsidiaries, associated companies or any jurisdictions which may have direct conflict of interest. Besides, all independent directors are not holding any positions as independent directors in the parents company, subsidiaries, or other subsidiaries in the same level.
Management, Duties and Authorities of the Directors of the Company Duties and Authorities of the Board of Directors
1) Directors shall perform their duties in compliance with the law, objectives as well the Company’s articles of
association and resolutions from shareholders meetings. 2) Directors are prohibited from engaging, or becoming partners or directors, in any juristic person with the same status as the Company, of which the business is in the same nature as and in competition with the business of the Company, unless a shareholders meeting has been notified thereof prior to passing a resolution for his/her appointment. 3) A director shall notify the Company without delay when he/she has an interest in any contract made with the Company or when the number of the Company shares held by the said director increases or decreases. 4) The Board of Directors shall appoint the Chairman and members of the Company’s Audit Committee.
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MANAGEMENT 5) The Board of Directors shall have the power to nominate authorized directors who have the power to affix their signatures, together with the Company seal, to bind the Company. Duties and Authorities of the Executive Committee 1) Determining policies, directions, strategies and key management structure, which conform to the economic condition and competition, and proposing to the Board of Directors for approval. 2) Developing business plans, budget and authority of the management and proposing to the Board of Directors for approval. 3) Examining, and monitoring the implementation of the defined policies and management guideline in achieving the operation efficiently. 4) Monitoring the performance of the Companyâ&#x20AC;&#x2122;s operation to be in accordance with the approved business plan. 5) Considering and screening any project investments of the Company before proposing to the Board of Directors for approval. 6) Opening deposit accounts with the financial institutions. 7) Conducting financial transactions with the financial institutions such as borrowing, pledge, mortgage, guarantee and other businesses including buying, selling and registering for the ownership of land. These transactions must be in accordance with the objective of the Company and beneficial to the operation at an amount not exceeding Baht 100 million. 8) Conducting any other affairs occasionally assigned by the Board of Directors. The Board of Directors has delegated the authority to the Executive Committee to whatever operations fall within the duties and authorities of the Executive Committee. This said delegation is not in form of the delegation or subdelegation which involves the case that the Executive Committee or a persons assigned by the Executive Committee can approve transactions having a conflict of interest or having interest in or a conflict of interest otherwise (as defined by a notification of the Office of the Securities and Exchange Commission and/or the Stock Exchange of Thailand) with the Company or its subsidiaries. Duties and Authorities of the Audit Committee The scope of duties and responsibilities of the Audit Committee shall be as listed below, and the Audit Committee shall report directly to the Board of Directors. 1) Review and ensure that the Companyâ&#x20AC;&#x2122;s financial reports are accurate, reliable, and with sufficient disclosure of information. 2) Review and ensure that Company has appropriate and efficient internal control and audit systems. 3) Review and ensure that the Company complied with the law governing Securities and Securities Exchange, as well as regulations of the Stock Exchange of Thailand.
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MANAGEMENT 4) Review, select and nominate for appointment the Company Auditor and recommend the auditor’s remuneration 5) Ensure that there is no conflict of interest, as well as complete and accurate disclosure of Company information in the case of connected transactions that may lead to conflicts of interest. 6) Perform other duties assigned by the Board of Directors and agreed by the Audit Committee. 7) Prepare the Audit Committee’s report and disclosed in the Company’s Annual Report. Duties and Authorities of the President & CEO The President & CEO shall supervise, manage, operate, and carry out day-to-day business for the interest of the Company in line with the Objectives and Articles of Association of the Company. He/She shall also comply with the regulations, resolutions, policies, plans, and budgets set forth by the Board of Directors within the scope of relevant laws and the authority defined by the Board of Directors. The CEO shall approve any business operation as long as it does not involve the case of the CEO or any individual having a conflict of interest as defined by a notification of the Office of the Securities and Exchange Commission and/ or the Stock Exchange of Thailand, or having interest in or a conflict of interest otherwise with the Company or its subsidiaries. In 2008, the Board of Directors convened 10 meetings as follow : Name of Directors 1) 2) 3) 4) 5) 6) 7)
M.R. Kasemsamosorn Mr. Chaiwat Mr. Sakthip Mr. Thavisakdi Mr. Sermsin Mr. Paisarn Mr. Weerawat
Kasemsri Atsawintarangkun Krairiksh Tanta-Nanta Samalapa Tangyuenyong Wattanatchariya
Frequency of the meetings’ participation 5/10 10/10 5/10 8/10 8/10 10/10 10/10
2. Selection of Directors and Management
The Board of Directors comprises not less than five directors elected at a shareholders’ meeting to manage the business of the Company. No less than half of the directors shall reside in the Kingdom of Thailand and the directors shall have the qualifications as required by law.
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MANAGEMENT The shareholders meeting shall elect directors according to the following rules and procedures. 1) A shareholders shall have one vote per one share. 2) To elect members of the Board of Directors voting may be carried out individually or simultaneously for all candidates to be elected at that meeting, whichever the meeting deems appropriate. In voting for directors, individually or simultaneously, each candidate shall receive the votes from each shareholder voting for him/her according to the total number of shares held by that shareholder (as specified in 1). That is, each shareholder shall allot all of his/her votes to only one candidate. 3) The candidates shall be ranked in the descending order from the highest number of votes, and shall be appointed in that order for the number of directors required at that meeting. In the case of a tie vote in the last position to be filled, which will result in the number of elected directors exceeding the number required, the chairperson of the meeting shall have a casting vote. At every annual ordinary general shareholdersâ&#x20AC;&#x2122; meeting, one-third of the directors shall retire. If the number of directors is not a multiple of three, the number of directors closest to one-third shall retire. Directors retiring from office in the first and second years after the registration of the Company shall be selected by drawing lots. In subsequent years, the directors who have held office the longest time shall retire. Directors retiring by rotation may be reelected. In the case for selection of Audit Committee, the selection procedures and principles are as follows: 1) The Board of Directors will consider from a list of qualified outside-persons generally accepted by the business sector and appropriate academic realm and nominated by the Chairman for appointment, or proposed for appointment at the shareholdersâ&#x20AC;&#x2122; meeting, which ever is the case. 2) Shareholders shall select the candidates which will be approved by the majority vote of the shareholders participating in the meeting and having voting rights to vote for the approval.
3. Managements Remuneration
3.1 Financial Remuneration a. Compensation for the Board of Directors
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MANAGEMENT In 2008, the Company paid compensations for all directors in the total amount of Baht 2,700,000 as follows: 1) 2) 3) 4) 5) 6) 7)
M.R. Kasemsamosorn Mr. Chaiwat Mr. Sakthip Mr. Thavisakdi Mr. Sermsin Mr. Paisarn Mr. Weerawat
Name
Kasemsri Atsawintarangkun Krairiksh Tanta-Nanta Samalapa Tangyuenyong Wattanatchariya
Total
Chairman Director and Chairman of Audit Committee Director and Audit Committee Director and Audit Committee President and Chief Executive Officer Director and Executive Officer Director and Audit Committee
Amount (Baht) 700,000 540,000 460,000 500,000 140,000 180,000 180,000
2,700,000
Nevertheless, all independent directors are not holding any positions as independent directors in the parents company, subsidiaries, or other subsidiaries in the same level. Therefore, the independent directors do not have any remunerations from the parents company, subsidiaries, or other subsidiaries in the same level. b. Total Compensations and Numbers of the Executive Committee and Managements In 2008 salaries and bonus of the Executive Committee and Management, which include the first four persons down from president and every person at the same level of the fourth person equal to 6 persons, amounted Baht 26,596,424.
3.2 Other Remuneration
- None -
4. Corporate Governance The Board of Directors gives precedence to the Principles of Good Corporate Governance and has appointed every executive committee and employee to follow which cover the following major principles: 1) Treat the shareholders and other related parties equally and be fair to all parties. 2) The Company’s Board of Directors and Executive Directors are willing to protect and eliminate all types of dishonest actions and shall not conduct any action, manage or organize anything that could lessen the profits of the Company or to benefit any person or juristic person for their own or other person’s interest. 3) The Company’s Board of Directors and Executive Directors are free to make any decision or take any action which including the building of satisfaction in the rightfulness of the decision made by the Board of Directors and the Executive Directors of the Company. 4) Operate the business transparently in order to be accountability and to ensure all sufficient information
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MANAGEMENT are disclosed to all related parties which including the responsibility in the decision and action made by themselves and to be able to clarify or explain the decision that has been made. 5) Operate the business by taking all risks into consideration and establish an appropriate risk control and management. 6) Set up moral and ethical policy for the Committees, Executives and employees to follow. In the year 2008, the Company has been following the Principles of Good Corporate Governance for Listed Companies 2006 as set forth by the Stock Exchange of Thailand as follows:
1. Rights of Shareholders
The Company shall schedule the shareholders general meeting to be held once a year within 4 months after the end of the Company’s accounting year. In urgent cases when important decision has to be made which affect or related to the benefits of the shareholders or related to any condition, regulations or law where approval from the shareholders are required, the Company shall call for an extraordinary meeting case by case. The Board of Directors shall direct and monitor the shareholders’ meeting to be in accordance with the Company’s regulations, legal provision and policies of the Board of Directors of the Stock Exchange of Thailand re: the Appropriate Practices for Listed Companies for Organizing Shareholders’ Meeting as well as the Guideline on Holding a Shareholders’ Meeting of the Office of Securities and Exchange Commission in order to support the equal and fair treatment to the every shareholders. In 2008, the Company held 2 shareholders’ meetings, one was the shareholder’s general meeting on April 28, 2008 and the other was the shareholders’ extraordinary meeting on February 22, 2008 for the shareholders to consider and make decision on Company’s activities as prescribes by law. The Company has arranged to send meeting invitation letter, power of attorney and the meeting documents at least 7 days or 14 days (in some cases) prior to the meeting days which was sufficient for the shareholders to study all the information prior to the meeting. All the documents were sent to every shareholder under the names listed in the shareholders’ register as of the closing date of the shareholder’s register book. Moreover, the Company also posted the information on the Company’s website, www.naturalpark.co.th in advance in order that the shareholders will have sufficient time to study the information on the shareholders’
meeting.
2. Equitable Treatment of Shareholders
The Board of Directors has set procedures to keep and prevent the use of inside information by the Directors and the Executives for their own or other interests that could cause damages to the shareholders as a whole as detailed in number 9.5 re: the Guidance on the Use of Inside Information as well as appointing the Board of Directors and the Executive to disclose all information related to their own benefits and loss and of their related parties in order to consider any possible conflict of interest. Additionally, the Board of Directors has given an opportunity to the shareholders who were unable to attend the meeting to be able to vote by proxy. The Company has nominated 1 independent committee to be an alternative proxy for the shareholders.
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MANAGEMENT
3. Role of Stakeholders
The Board of Directors has taken into consideration the rights of the stakeholders related to the Company such as the customers, employees, partners, shareholders and debtors. The Company has disclosed sufficient information for the truth and invariable credibility and timely in order that all the stakeholders are equally informed of all the information. Additionally, the Company has also treated the stakeholders fairly and has not taken any advantage of or applied the double standard to any stakeholders and shall establish fair and straightforward procedures. Moreover, the Company always supports all the activities in which they are beneficial to community, society and environment. In 2008, the Company made donations to support many organizations such as the Thai Red Cross Society, and Watbodvoradith Temple in Ang-Thong province, etc.
4. Disclosure and Transparency
The Company’s Board of Director has disclosed accurate and complete information on all important issues related to the Company including the financial report and other non-financial information as set forth by the Office of Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). Besides the broadcasting of the information through SET’s channels, the Company has also disclosed information on the Company’s website, www.naturalpark.co.th which including the Company’s Annual Report where there were information on the Corporate Governance Policy, report on the Board of Directors’ responsibility on the financial report, report of the auditor and the financial statement in accordance to the general certified accounting standard which has been audited by licensed auditor and the Board of Directors’ and Executives’ remuneration. Additionally, investors and all stakeholders can build up clarity and comprehension in the overall image of the bankruptcy cases through a website, www.nparkfactandinfo.com. The Company also established a department to take responsibility on the disclosure of information on the Company’s operation to all interested parties and investors.
5. Responsibilities of the Board 5.1 Board Structure
The Board of Directors has set a proportionate number of the non-management directors to the management directors to be more than half of the total numbers of the Company’s directors. There are 7 directors which consisted of 4 nonmanagement director (including 3 auditing committees) and 3 Executive Directors which will create balance between the directing and the managing. Besides, the Company has also set a policy that the Board’s Chairman and the Managing Director shall not be the same person and shall have no relation to the Management Department and to have separated power in order to separate duties in establishing policy to direct and manage regular duty clearly from each other.
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MANAGEMENT 5.2 Committees The Board of Directors has set up different groups of committee with specific role and duty to study and screen the affairs before proposing to the Board of Directors such as Executive Committee and Audit Committee. However, other sub-committee can be added as appropriate in accordance to the Managing Structure in which the composition of members, duty and responsibility boundary has been disclosed. 5.3 Roles and Responsibilities of the Board The Board of Directors shall be responsible for the setting of vision and mission of the Company as well as direct and oversee to ensure the operational units are following the strategy in accordance to the vision and mission along with direct and oversee the risk management and the Company’s internal control by clearly set forth and separate the role and responsibility between the Board of Director and the Operational Unit and between the Board of Director and the shareholders. Moreover, the Board of Directors and the Executives shall conduct their affair without constitute any conflict of interest of themselves against the Company’s in order to ensure the management be conducted efficiently. As such, the Board of Directors shall establish procedures on the management of the business and the Company’s business ethics in written. 5.4 Board Meetings The Board of Directors shall hold a regular meeting at least once every three month and may hold a special meeting when necessary by scheduling the meeting in advance and setting clear agenda and the delivering of the meeting documents prior to the meeting prescribed in the Company’s regulations in order that the Board of Directors will have sufficient time to study the information before the meeting. Besides, the Executive Directors shall hold regular meeting every month and may hold a special meeting when necessary by scheduling the meeting in advance, setting a clear agenda and delivering the meeting documents to the Executive Directors prior to the meeting in order that the Executive Directors will have sufficient time to study the information before the meeting. In 2008, the Executive Directors held 10 meetings and quorums had presented in each meeting. There were also resolution on important subjects or issues as well as the recording of the meeting in written, the storage of meeting report that has been approved by the Board of Directors to be accountability by the committee and other related parties. 5.5 Board of Self Assessment The Board of Directors shall conduct self assessment to consider the board’s performance and to improve as well as to evaluate the sufficiency of the internal controlling system in accordance to the evaluation form of the SET. 5.6 Remuneration The Board’s remuneration shall be approved by the shareholders’ meeting. Consequently, details on the Board of Directors and the Executive Directors’ remuneration has been disclosed under the topic of Executive’s Remuneration
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MANAGEMENT 5.7 Board and Management Training The Companyâ&#x20AC;&#x2122;s Board of Directors has been participating in the training and development program continuously. Additionally, when there are any changes in the Board of Directors, the Operational Unit has prepared information and documents as well as giving advice on the training program to benefit the conducting of duty as a Director.
5. Supervising The Use Of Inside Information The Company has policies to supervise its employees on the usage and exposure of inside information to external parties or to their own benefit. The policies for controlling the management team and employees are as followed. a. The Company specifies that its management has the obligation to report any conflict of interests occurring from the exposure of inside information for their personal benefits. b. The management has the obligation to report the entire securities holding, when there is any purchasing, selling or transferring of securities, to the Office of the Securities and Exchange Commission. This is an important measure to control the use of inside information. Additionally, if the management or the employees do not comply with such policy concerning the purchasing and selling of securities using inside information, that individual will be given verbal warning, written warning, suspension and discharge with compensation according to law or detach without compensation, respectively, depending on the degree of wrongdoing. c. The Company specifies the measure to prevent the use of inside information of every level of employees. The Company shall retain the information and document that must not be disclose to public. The use of inside information by the employees will be within the assigned scope of authorities and responsibilities.
6. Human Resources Company
Number (Staff)
1. Natural Park Public Company Limited
141
2. Natural Park Public Company Limited and its subsidiaries
266
Year 2008 (thousand Baht)
Detail of Compensation
88,422
Salary, Overtime, Diligent Fee, Upcountry Allowance and Bonus
112,567
Salary, Overtime, Diligent Fee, Upcountry Allowance and Bonus
7. Internal Control The Board of Directors has assigned the Audit Committee to assess and monitor all internal control system to become more effective and efficient. The Board of Directors agreed in accordance with the Audit Committeeâ&#x20AC;&#x2122;s internal control system assessment, which detail specifies in the Audit Committee Report below.
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58
MANAGEMENT Report of the Audit Committee The Board of Directors of Natural Park Public Company Limited has appointed the Audit Committee comprising 3 members: Mr. Chaiwat Atsawintarangkun as Chairman of Audit Committee, Mr. Thavisakdi Tanta-Nanta and Mr. Sakthip Krairiksh as Audit Committee Members. Each member of the Audit Committee is an independent director according to the Notification of the Capital Market Supervisory Board; not being a director assigned by the Board of Directors to take part in the business decision of the Company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest; and not being a director of other listed companies, which are the parent company, subsidiary or same-level subsidiary. The Audit Committee has duties as specified by the Stock Exchange of Thailand. At least a member of the Audit Committee has knowledge and experience in reviewing the financial statements. The Audit Committee has reviewed quarterly and annual financial statements for the year ended 31 December 2008, as well as the explanations of the auditor and the management of the Company. The Audit Committee together with the Company’s Board of Directors have also considered and approved the financial statements, and given suggestions as necessary. Therefore, the Audit Committee believed the financial statements have been prepared in conformity with the generally accepted accounting principles and sufficient disclosure of information. Also the transactions that may be in conflict of interest have been considered transparently. Consequently, the Audit Committee agreed to present to the Board of Directors in order to propose the financial statements of the Company and its subsidiary companies for the year ended 31 December 2008 to the shareholders’ meeting for further consideration. In respect to internal control system, the Audit Committee has considered from the report of the external auditor and found that there is no flaw in the internal control system that will materially affects the operation of the Company. The Company has performed business in compliance with related laws and regulations. Moreover, the Audit Committee has made many recommendations and requested the Company to find ways to further improve its internal control system and also considered and proposed Mr. Jadesada Hungsapruek from Karin Audit Company Limited as the Company’s auditor for the year ended 2009, and considered relevant auditor fee to propose to the shareholders for approval. On Behalf of the Audit Committee
(Chaiwat Atsawintarangkun) Chairman of Audit Committee
NATURAL PARK PUBLIC COMPANY LIMITED MANAGEMENT
59
CONNECTED
TRANSACTIONS The Company’s connected transactions under the Securities and Exchange Act (No. 4) B.E. 2551 and the Notification of the Office of the Board of Governors of the Stock Exchange of Thailand are as listed below.
Nature of Connected Transactions Details are in the Notes to Financial Statements as of 31 December 2008, Items 7 Related Parties Transactions.
Related Persons -N.A.-
Necessity and Reasons for Connected Transactions Connected transactions from a normal course of business between the Company and subsidiaries, associates and related companies are based on a normal business necessary to the operation of the Company such as borrowing and management.
Procedures for Approval of Transactions Pursuant to Section 89/12 (1) inserted in Chapter 3/1 Governance of Publicly Traded Company in the Securities and Exchange Act (No. 4) B.E. 2551 which has come into effect since 31 August 2008, a director, an executive or a related person may enter into any transaction with any company or any subsidiary only after obtaining approval from the shareholders’ meeting, unless such transaction is categorized as a transaction with the same commercial terms as those an ordinary person would agree with any unrelated counterparty under the similar circumstances, on the basis of commercial negotiation and without any dependent interest resulted from the status of the director, executive or related person, as the case may be, provided further that the said commercial terms have been approved by the board of directors or in compliance with the principle approved by the board of directors. As a result, for the benefits and appropriateness of the Company’s business operation, the Board of Directors’ Meeting No. 6/2551 on 14 August 2008 approved that executive directors may enter into transactions between the Company or subsidiaries and directors, executives or a related persons if such transaction has the same commercial terms as those an ordinary person would agree with any unrelated counterparty under the similar circumstances, on the basis of commercial negotiation and without any dependent interest resulted from the status of the director, executive or related person. As for connected transactions of other manners, they shall be in compliance with the Securities and Exchange Act (No. 4) B.E. 2551 and the Notification of the Office of the Board of Governors of the Stock Exchange of Thailand. The Company shall propose to the Board of Directors together with the Audit Committee to consider approving the transactions, or propose to the shareholders’ meeting for approval as the case may be.
Policies or Future Trend of Connected Transactions The Company’s policy for the connected transactions is only for normal course of business and for the benefits of the Company with a fair price and terms. However, in case that the Company or subsidiaries (which held directly or indirectly by the Company more than 50% of the paid-up capital) has connected transactions, the Company shall comply with the Securities and Exchange Act (No. 4) B.E. 2551 and the Notification of the Office of the Board of Governors of the Stock Exchange of Thailand in that regard.
NATURAL PARK PUBLIC COMPANY LIMITED CONNECTED TRANSACTIONS
60
EXPLANATIONS AND ANALYSIS OF OPERATIONAL PERFORMANCE AND FINANCIAL STATUS 1. Operational Performance As at 31 December 2008, the total revenue of the Company was Baht 302.60 million decreased by Baht 665.31 million or 68.73% as compared to the total revenue for the year 2007 of Baht 967.92 million. This was because the Company did not recognize the revenue from the business operation of Pacific Assets Public Company Limited (“PA”) in 2008 after selling its ordinary shares in PA in December 2007. In addition, the Company had no gain from disposal of assets in 2008. In terms of expenses (including profit attributable to minority interest), the Company had total expenses for the year 2008 of Baht 2,104.44 million, reduced by Baht 2,327.95 million or 52.52% as compared to the total expenses for the year 2007 of Baht 4,432.41 million. The expenses in 2008 were mainly due to the estimated expenses from court judgments of Baht 448.67 million, loss from impairment of investments of Baht 639.83 million, and loss from disposal of investments of Baht 324.52 million although the Company had the reduction in administrative expenses of Baht 176.81 million and decrease in the loss from disposal of investments of Baht 1,849.83 million. Therefore, after deducting expenses from revenue with details as explained above, the year 2008 resulted in the net loss of Baht 1,801.84 million as compared to the net loss of Baht 3,464.50 million in the year 2007. 2. Financial Status Assets As at 31 December 2008, the Company’s total assets were Baht 3,343.35 million, compared with 2007 of Bath 4,134.67 million, decreased by Baht 791.33 million or 19.14% due to the reduction in investments in related companies in the amount of Baht 971.02 million. This was mainly influenced by the sale of 500 million Bangkok Metro Public Company Limited ordinary shares at a par value of Baht 0.79, totaling Baht 632.09 million, and the lower investment value from the economic recession. Nevertheless, in 2008 the Company’s investments in subsidiaries and associated companies increased by Baht 61.86 million from the end of 2007. Even though the Company recognized the loss from operations of subsidiaries and associated companies, the purchase of Natural Hotel Siam Co., Ltd. ’s capital-increase shares in proportion of its shareholding increased the Company’s investments in subsidiaries and associated companies. The Company had the increase in property, plant and equipment; leasehold right; and land and leasehold right pending development in the amount of Baht 361.44 million in 2008 when compared to the previous year. This was because the Company adjusted the recording method for joint-venture business by changing from recording in associated companies to subsidiaries. So, the Company recognized more leasehold rights and works under construction. The construction of additional phases of Novotel Beach Resort Panwa Phuket was developed in 2008. Liabilities As at 31 December 2008, the Company liabilities totaled Baht 3,296.08 million, compared with 2007 of Baht 2,870.92 million, increased by Baht 425.16 million or 14.81%. This was due to the estimated liabilities of Baht 448.67 million from the results of the civil cases with Thai Ocean Life Insurance Company Limited and ACL Bank Public Company Limited. Moreover, N-PARK received cash from debentures of Lehman Brothers Group, amounting to Baht 186.22 million, to fund the construction of Novotel Beach Resort Panwa Phuket to its completion. The Company is now seeking new sources of funds to complete the project. NATURAL PARK PUBLIC COMPANY LIMITED EXPLANATIONS AND ANALYSIS OF OPERATIONAL PERFORMANCE AND FINANCIAL STATUS
61
EXPLANATIONS AND ANALYSIS OF OPERATIONAL PERFORMANCE AND FINANCIAL STATUS Capital Structure and Shareholders’ Equity As at 31 December 2008, the Company registered capital was Baht 12,086.18 million, a slight increase from Baht 12,085.74 million in 2007. However, the Company’s paid-up capital was Baht 12,086.18 million, increased by 4,028.73 million when compared to Baht 8,057.46 million in 2007. This resulted from the successful sale of its capital-increase shares. As at 31 December 2008, the Company shareholders’ equity was Baht 47.27 million as compared to 2007 of Baht 1,263.76 million, declined by Baht 1,216.49 million or 96.26%. The decrease was due to the net loss for the year 2008 of Baht 1,801.84 million although the Company was successful in increasing its capital of Baht 201.44 million in the first quarter of the same year. Liquidity The Company’s cash and cash equivalent (cash and cash at financial institutions) brought forward from 2007 was Baht 90.56 million. During 2008, the net cash flow increased by Baht 136.78 million, resulting in the net cash flow of Baht 227.34 million at the end of the year. The reason for the increase in the net cash flow for 2008 incurred from cash flow from financing activities of Baht 177.89 million, and from investing activities of Baht 243.91 million from the sale of Bangkok Metro Public Company Limited ordinary shares, and cash from debentures to fund the construction of Novotel Beach Resort Panwa Phuket. However, cash used in operating activities amounted to Baht 294.11 million. The Company’s Board of Directors has tried to solve the problems without delay to improve the Company’s financial status. On 3 February 2009, the Company has entered into the compromise contract with Thai Ocean Life Insurance Company Limited and agreed to pay Baht 200 million to end the civil and bankruptcy cases. When the amount is fully paid, the reserve funds for legal disputes with Thai Ocean Life Insurance Company Limited will be reduced (as at 31 December 2008, the estimated liabilities for the legal cases with Thai Ocean Life Insurance Company Limited amounted to Baht 389.80 million.) Moreover, the Company was successful in selling its capital-increase shares amounting to Baht 346.98 million (from the total 34,698.79 million shares at a par value of Baht 0.01.), and registered to change its paid-up capital from Baht 12,086.18 million to Baht 46,784.98 million on 24 February 2009. 3. Audit Fee 3.1 Audit Fee In the previous accounting period, the Company and its subsidiaries paid audit fee to the auditor of the Company and its subsidiaries as follows: - Audit fee for companies residing in Thailand in the amount of Baht 5,945,000 - Audit fee for companies residing in foreign countries in the amount of Yen 2,900,000 3.2 Non-audit Fee - None -
NATURAL PARK PUBLIC COMPANY LIMITED EXPLANATIONS AND ANALYSIS OF OPERATIONAL PERFORMANCE AND FINANCIAL STATUS
62
REPORT OF THE BOARD OF DIRECTION’S FINANCIAL RESPONSIBILITIES STATEMENTS FOR FINANCIAL STATEMENTS
NATURAL PARK PUBLIC COMPANY LIMITED
63
REPORT OF THE BOARD OF DIRECTORS’ RESPONSIBILITIES FOR FINANCIAL STATEMENTS The Board of Directors is responsible for the financial statements of Natural Park Public Company Limited and subsidiaries which have been prepared in accordance with generally accepted accounting standards in Thailand. The accounting policies pursued are deemed appropriate and applied consistently with adequate disclosure of important information in the Notes to Financial Statements. The Board of Directors has appointed the Audit Committee consisting of independent members to oversee the quality of finances and the internal control system. The opinion of the Audit Committee is reported in the Audit Committee’s report in the Company’s annual report. Therefore, the Board of Directors considered the overall internal control system of the Company and its subsidiaries was at satisfactory level and believed the financial statements of the Company and its subsidiaries as of 31 December 2008 have been prepared in accordance with generally accepted accounting standards and related laws and regulations. The auditor had opinion with notes as the financial statements of associated companies have been prepared by the management of the associated companies and have not been reviewed by any other auditor. And the Company had not yet received the financial statements reviewed by auditor. In addition, the auditor noted that the Company had uncertainty about legal disputes which are under the court hearing. The Company has changed its accounting method for goodwill. Its subsidiary had uncertain status as the lessor may terminate the rental contract due to the subsidiary’s default on payment. The Company is currently seeking source of fund to develop the remaining project of the subsidiary. The Company’s continual operations in the future significantly depend on a) the successful implementation of the Rehabilitation Plan; b) the ability to achieve its business operation in the future and sufficient cash flow from business operation. These factors indicate significant uncertainties about the Company’s and subsidiaries’ ability to continue business operations. The consolidated financial statements and the financial statements of the Company have been prepared under the assumption that the Company and its subsidiaries will continually conduct businesses. However, the Company’s Board of Directors has realized the problems and has tried to find the solutions without delay to improve the Company’s financial status. On 3 February 2009, the Company has entered into the compromise contract with Thai Ocean Life Insurance Company Limited, and paid the first installment of Baht 75 million and the remaining amount of Baht 125 million will be paid in October 2009, totaling Baht 200 million, to end the civil and bankruptcy cases. When the amount is paid in full, the reserve funds for legal disputes will be reduced. Moreover, the Company was successful in selling its capital-increase shares amounting to Baht 346.98 million (from the total 34,698.79 million shares at a par value of Baht 0.01.), and registered to change its paid-up capital from Baht 12,086.18 million to Baht 46,784.98 million on 24 February 2009.
NATURAL PARK PUBLIC COMPANY LIMITED REPORT OF THE BOARD OF DIRECTORS’ RESPONSIBILITIES FOR FINANCIAL STATEMENTS
64
FINANCIAL STATMENTS OF NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES
Auditor’s Report To the Shareholders and Board of Directors of Natural Park Public Company Limited 1. I have audited the accompanying consolidated balance sheet of Natural Park Public Company Limited and its subsidiaries as at 31 December 2008, and the related consolidated statements of income, the changes in shareholders’ equity and cash flows for the year then ended and the financial statements of Natural Park Public Company Limited. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit. As described in Note 2 to the financial statements, the financial statements for the year ended 31 December 2008 of 2 subsidiaries included in the consolidated and the Company’s financial statements and the financial statements for the year ended 31 December 2008 of 2 associates used as the basis for recording the equity method have been audited by other auditors. The consolidated balance sheet as at 31 December 2008 includes total assets of such subsidiaries of Baht 990 million and investment in such associates of Baht 478 million and the consolidated statement of income includes total revenues of such subsidiaries’ for the year then ended of Baht 64 million and share of net loss from investments accounted for under the equity method for the year then ended of Baht 46 million, were audited by other auditors, whose reports have been furnished to me, and my report, insofar as it relates to the amounts included in the consolidated financial statements and the Company’s financial statements, is based solely on the reports of the other auditors. The consolidated and company financial statements for the year ended 31 December 2007 of Natural Park Public Company Limited and its subsidiaries, presented for comparative purposes, were audited by another auditor whose report dated 29 February 2008 expressed a qualified opinion as being except for the effect of any adjustment that might be required for the consolidated financial statements for the year ended 2007, because he did not receive other auditor’s report of a foreign subsidiary. The auditor’s report was issued before restatement as described in the fifth paragraph. 2. Except as discussed in the third paragraph, I conducted my audit in accordance with the generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that my audit provides a reasonable basis for my opinion. 3. Investment in associate was accounted for under the equity method of Baht 225 million and the share of net gain (loss) for the year of Baht (0.17) million which was calculated on the basis of financial information for the year ended 31 December 2008 of an Apartment Property Fund provided by the Fund Manager. The financial information has not yet been reviewed by the auditor. The scope of limitation for any review on those statements is caused by circumstance since the Company has not yet received the audited financial statements. 4. In my opinion, based on my audits and the reports of the other auditor, and exception for the effect of any adjustment that might be required to the financial statements for the year ended 31 December 2008 of the matter discussed in the third paragraph, the accompanying consolidated financial statements and the company financial statement referred to above present fairly, in all material respects, the financial positions as at 31 December 2008, and the consolidated and company’s results of their operations and their cash flows for the year then ended of Natural Park
NATURAL PARK PUBLIC COMPANY LIMITED FINANCIAL STATEMENTS
65
FINANCIAL STATMENTS OF NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES
Public Company Limited and its subsidiaries and Natural Park Public Company Limited in accordance with generally accepted accounting principles. 5. As discussed in Note 34 to the financial statements, the Company’s adjustments have been applied to restate the prior years’ financial statements regarding the record of provision for liabilities from litigation. I also audited the adjustments which were applied to restate the prior periods’ financial statements. Such adjustments are appropriate and have been properly applied. 6. Without qualifying my opinion, I draw the attention to the following notes to financial statements: 6.1 Note 32, the Company has litigation issues and the cases are presently under the hearing of the Court.
6.2 Note 3, the Company changed its accounting policy from amortization of goodwill to discontinuing amortization of goodwill and recognizing the carrying amount of goodwill net of accumulated amortization up to the beginning of the year ended 2008 less allowance for impairment. 6.3 Notes 23 and 33, a subsidiary, Park Opera Co., Ltd., has uncertainty regarding to a lessor may terminate its lease agreement because the subsidiary has defaulted to repayment of rental charge. At present, the Company is seeking a finance resource to develop the project. 6.4 December 2008, amounting to Baht 1,946.81 million. The Company is in the process of debts restructuring with other finance institute (Note 21), a subsidiary had been unable to repay the debenture’s interest in the forth quarter of 2008 and its debenture has redemption due in December 2009 (Note 22), as shown in the balance sheet, the Company’s current liabilities exceeded its current assets as at December 31, 2008 by Baht 971.61 million, the company and subsidiary have contingent liabilities form litigating (Note 32), provision for liabilities from litigation and a subsidiary has defaulted payment (Note 33) and is seeking a finance resource to develop the project at present. As a result, the continuing operation of the Company in the future substantially depends on (a) the success of the restructuring debt and (b) its ability to operate successfully in the future and has adequate cash flows from operations. These matters indicate the existence of a significant uncertainty about the Company’s and subsidiaries’ ability to continue its operation as a going concern. The accompanying financial statements have been prepared assuming that the Company and subsidiaries will continue its operations as a going concern.
Jadesada Hungsapruek Certified Public Accountant (Thailand) No. 3759 Karin Audit Company Limited Bangkok 27 February 2009
NATURAL PARK PUBLIC COMPANY LIMITED FINANCIAL STATEMENTS
66
BALANCE SHEET Natural Park Public Company and Its Subsidiaries As at 31 December 2008 and 2007
(Unit : Baht) Notes ASSETS Current Assets Cash and cash equivalents Trade accounts receivable - net Amounts due from related parties - net Short - term loans to related parties and interest receivable - net Inventories Accounts receivable from sale investments Other current assets - net
2008
6 7
227,337,116 12,874,181 54,441,200
7 8 9 10
1,230,727 39,461,507 335,344,731
Total Current Assets Non - Current Assets Pledged deposits at financial institutions - long term Investments in subsidiaries and associates - net Investments in related companies - net Other long - term investments - net Property, plant and equipment - net Leasehold rights of land and buildings - net Excess of cost over net book value Other non - current assets
Consolidated
11 12 13 14 15 16 17
2007 (Restated)
90,559,457 17,555,662 8,384,130
The Company Only 2008
2007 (Restated)
23,277,040 3,193,908 54,531,305
32,148,238 3,052,717 6,817,437
72,285,961 1,214,561,385 1,083,025 327,988,728 47,595,010 5,963,761
880,076,621 327,988,728 11,366,618
565,451,973 1,301,527,399 1,261,450,359
46,962,499 71,307,001 703,172,340 641,313,038 318,604,246 1,289,624,032 56,902 103,254 860,188,708 595,365,913 260,157,314 163,540,451 40,283,200 818,865,776 767,690,576
153,391 3,030,062 876,789,294 1,105,076,063 318,604,246 1,289,624,032 56,902 103,254 173,984,673 187,701,452 5,717,561 6,027,661
Total Non - Current Assets
3,008,007,785 3,569,227,465 1,375,306,067 2,591,562,524
Total Assets
3,343,352,516 4,134,679,438 2,676,833,466 3,853,012,883
The accompanying notes are an integral part of these financial statements
NATURAL PARK PUBLIC COMPANY LIMITED BALANCE SHEET
67
BALANCE SHEET
Natural Park Public Company and Its Subsidiaries As at 31 December 2008 and 2007 Notes LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Trade accounts payable Current portion of long - term loans Current portion of debentures Current portion of finance leases payable Short - term loans from related companies and interest payable Short - term loans from others Deposits and advances received from customers Provision for liabilities Other current liabilities Total Current Liabilities Non - Current Liabilities Debentures Finance leases payable - net Other non-current liabilities Liabilities from investments accounted for under the equity method Total Non - Current Liabilities
18 21 22 23 7 19 33 20
Total equity attributable to Company’s shareholders Minority interest - equity attributable to minority shareholders of subsidiaries Total Shareholders’ Equity Total Liabilities and Shareholders’ Equity
Consolidated 2008
2007 (Restated)
83,936,045 110,823,862 859,899,483 1,051,567,661 575,222,665 27,173,427 9,705,181 13,120,979 137,076,014 22,795,668 1,085,976,849 346,391,654
2007 (Restated)
2008
19,681,830 53,896,937 859,899,483 1,051,567,661 -
13,120,979 13,120,979 121,317,457 30,670,000 22,606,661 22,695,668 637,307,260 1,079,226,849 278,910,823 247,842,723
71,564,914 37,225,000 22,456,661 637,307,260 216,800,192
3,151,592,784 2,245,359,884 2,273,137,532 2,090,818,625 22 23
142,087,763 2,400,000
389,000,000 156,497,769 2,617,710
-
-
12
144,487,763
77,444,134 625,559,613
-
-
Total Liabilities Shareholders’ Equity Share capital Registered 12,086,184,000 ordinary shares of Baht 1 each (2007 : 12,085,740,000 ordinary shares of Baht 1 each) Issued and paid - up 12,086,184,000 ordinary shares of Baht 1 each (2007 : 8,057,456,000 ordinary shares of Baht 1 each) Discount on ordinary shares Currency translation differences Unrealised loss on available - for - sales securities Deficit
(Unit : Baht) The Company Only
3,296,080,547 2,870,919,497 2,273,137,532 2,090,818,625
24
12,085,740,000 12,085,740,000 12,086,184,000 12,085,740,000
24
12,086,184,000 8,057,456,000 12,086,184,000 8,057,456,000 (3,827,424,800) (133,200) (3,827,424,800) (133,200) (6,851,221) 2,338,464 (237,331,370) (631,661,587) (237,331,370) (624,201,802) (7,967,859,721) (6,166,015,076) (7,617,731,896) (5,670,926,740) 46,716,888 1,261,984,601 555,081
1,775,340
47,271,969 1,263,759,941
403,695,934 1,762,194,258 -
-
403,695,934 1,762,194,258
3,343,352,516 4,134,679,438 2,676,833,466 3,853,012,883
The accompanying notes are an integral part of these financial statements NATURAL PARK PUBLIC COMPANY LIMITED BALANCE SHEET
68
STATEMENTS OF INCOME Natural Park Public Company and Its Subsidiaries for the years ended 31 December 2008 and 2007
(Unit : Baht) Notes Revenues Revenue from rental and services Revenue from hotel business Revenue from club operations Revenue from restaurant business Management fee income Reversal of accrued interest expenses Gain on disposal of assets Other income Share of profits from investments accounted for under the equity method
7 7 and 25
Total Revenues Expenses Cost of rental and services Cost of hotel business Cost of club operations Cost of restaurant business Administrative expenses Directorsâ&#x20AC;&#x2122; remuneration Loss from debts guarantee Doubtful accounts Impairment loss on assets Impairment loss on investments Loss on disposal of investments Share of loss from investments accounted for under the equity method Total Expenses Loss before interest expenses and corporate income tax Interest expenses Corporate income tax Net loss for the period Attributable to : Equity holders of the parent Minority interests Basic loss per share for loss attributable to the equity holders of the parent Net loss for the period (Baht) Weighted average number of ordinary shares
7
13
STATEMENTS OF INCOME
2007 (Restate)
2008
2007 (Restate)
2008
98,129,201 59,232,790 50,760,000 11,760,787 1,449,584 81,271,581
171,932,793 222,337,483 51,613,000 15,406,120 2,160,000 346,249,000 144,061,490
97,829,201 50,760,000 11,760,787 109,070,842
97,631,793 126,207,285
-
14,155,266
-
-
302,603,943
967,915,152
269,420,830
223,839,078
72,918,746 119,330,368 42,864,277 275,664,884 65,404,000 17,304,089 287,773,863 464,583,446 2,700,000 16,410,000 448,669,589 637,307,260 8,937,184 57,283,635 238,401,941 639,827,617 324,524,724 2,174,351,532
72,589,101 57,836,214 174,905,052 416,948,982 2,700,000 7,330,000 441,919,589 637,307,260 68,276,863 61,107,050 931,818,465 119,263,521 324,524,724 2,084,739,649
46,330,698 121,528,677 1,931,830,333 4,130,286,197 2,077,840,844 3,323,425,626 7
(1,629,226,390) (3,162,371,045) (1,808,420,014) (3,099,586,548) (165,072,221) (235,557,317) (138,385,142) (198,235,194) (58,293) (17,796,751) (1,794,356,904) (3,415,725,113) (1,946,805,156) (3,297,821,742) (1,801,844,645) (3,464,498,195) (1,946,805,156) (3,297,821,742) 7,487,741 48,773,082 (1,794,356,904) (3,415,725,113) (1,946,805,156) (3,297,821,742) (0.16)
(0.43)
(0.17)
(0.41)
11,321,754,888 8,057,322,744 11,321,754,888 8,057,322,744
The accompanying notes are an integral part of these financial statements
NATURAL PARK PUBLIC COMPANY LIMITED
The Company Only
Consolidated
24 24
(133,200) (3,827,291,600) (3,827,424,800)
8,057,456,000 4,028,728,000 12,086,184,000
NATURAL PARK PUBLIC COMPANY LIMITED STATEMENTS OF CHANGES IN SHAREHOLDERSâ&#x20AC;&#x2122; EQUITY
The accompanying notes are an integral part of these financial statements
Balance as at 31 December 2008
Currency translation differences Unrealised loss on available-for-sale securities Issuance ordinary shares during the period Discount on ordinary shares Net loss for the year (after adjustment) Decrease in share capital of subsidiary Minority interest
Balance as at 1 January 2008 after adjustment
34
(133,200)
8,057,456,000
Balance as at 31 December 2007
Commulative effect of amendment
(133,200) -
Discount on ordinary shares
8,057,160,000 296,000 -
Issued and paid-up share capital
Balance as at 1 January 2007 Currency translation differences Unrealised gain on available-for-sale securities Issuance ordinary shares during the period Discount on ordinary shares Net loss for the year Disposal of investments in subsidiaries Minority interest
Note
(6,851,221)
(9,189,685) -
2,338,464
-
2,338,464
(24,847,236) 27,185,700 -
Currency translation differences
Consolidated
(7,967,859,721)
(1,801,844,645) -
394,330,217 (237,331,370)
(6,166,015,076)
(67,161,165)
(6,098,853,911)
(2,701,516,881) (3,397,337,030) -
Deficit
(631,661,587)
-
(631,661,587)
(899,323,647) 267,662,060 -
Unrealised gain (loss) on available-forsale securities
555,081
(8,708,000) 7,487,741
1,775,340
-
1,775,340
1,371,365,220 (1,418,362,962) 48,773,082
Minority interest
47,271,969
(9,189,685) 394,330,217 4,028,728,000 (3,827,291,600) (1,801,844,645) (8,708,000) 7,487,741
1,263,759,941
(67,161,165)
1,330,921,106
5,802,837,456 27,185,700 267,662,060 296,000 (133,200) (3,397,337,030) (1,418,362,962) 48,773,082
Total
(Unit : Baht)
69
Natural Park Public Company and Its Subsidiaries for the years ended 31 December 2008 and 2007
STATEMENTS OF CHANGES IN SHAREHOLDERSâ&#x20AC;&#x2122; EQUITY
24 24
(133,200) (3,827,291,600) (3,827,424,800)
8,057,456,000 4,028,728,000 12,086,184,000
The accompanying notes are an integral part of these financial statements
Balance as at 1 January 2008 Recognised allowance for impairments on available-for-sale securities Unrealised loss on available-for-sale securities Issuance ordinary shares during the period Discount on ordinary shares Net loss for the period Balance as at 31 December 2008
34
(133,200)
8,057,456,000
Discount on ordinary shares
Balance as at 31 December 2007
Issued and paid-up share capital (133,200) -
Note 8,057,160,000 296,000 -
Commulative effect of amendment
70
(237,331,370)
631,818,465 (244,948,033) -
(624,201,802)
-
(624,201,802)
(899,323,647) 275,121,845 -
Unrealised gain (loss) on available-for-sale securities
The Company Only
(7,617,731,896)
(1,946,805,156)
(5,670,926,740)
(67,161,165)
(5,603,765,575)
(2,373,104,998) (3,230,660,577)
Deficit
403,695,934
631,818,465 (244,948,033) 4,028,728,000 (3,827,291,600) (1,946,805,156)
1,762,194,258
(67,161,165)
1,829,355,423
4,784,731,355 275,121,845 296,000 (133,200) (3,230,660,577)
Total
(Unit : Baht)
Natural Park Public Company and Its Subsidiaries for the years ended 31 December 2008 and 2007
STATEMENTS OF CHANGES IN SHAREHOLDERSâ&#x20AC;&#x2122; EQUITY
Balance as at 1 January 2007 Unrealised gain on available-for-sale securities Issuance ordinary shares during the period Discount on ordinary shares Net loss for the period
NATURAL PARK PUBLIC COMPANY LIMITED STATEMENTS OF CHANGES IN SHAREHOLDERSâ&#x20AC;&#x2122; EQUITY
71
STATEMENTS OF CASH FLOWS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 (Unit : Baht) Consolidated
The Company Only
2007 (Restated)
2008
2007 (Restated)
(3,415,725,113)
(1,946,805,156)
(3,297,821,742)
186,494,405 2,637,000 238,401,941 6,134,100
23,018,794 68,276,863 61,107,050 (1,449,584)
23,013,735 187,277,652 (18,680)
(534,139,000) 4,972,931 745,698,941 865,662,370 562,990,221
(56,017,532) 324,524,724
4,757,937 691,637,058 830,112,370 562,990,221
637,307,260 (3,567) 235,557,317 107,373,411
931,818,465 441,919,589 (11,760,787) (25,240,425) (378,410) 138,385,142 -
119,263,521 637,307,260 (58,146,728) (66,644,885) 198,235,194 -
(147,079,165)
(356,637,783)
(52,601,267)
(168,037,087)
4,620,880 (46,057,070) (147,702) 1,506,809 16,409,451
(21,726,917) 7,970,010 (852,872) 22,150,633 (176,055,118)
(141,191) (54,314,913) 378,410 (1,116,095) 310,100
205,729 (72,031) 115,845 72,223,319 (249,922)
(29,968,234) (6,405,904) 189,008 52,650,351 (217,709)
(57,155,312) 14,966,711 (23,144,231) (786,397)
(34,215,107) 239,008 (52,437,927) -
32,300,174 (1,203,290) 108,043,683 -
(154,499,285)
(591,271,276)
(193,898,982)
43,326,420
Cash paid for interest expenses Cash paid for corporate income tax
(138,832,153) (776,789)
(297,364,489) (20,644,438)
(73,483,087) (763,148)
(374,720,519) (984,672)
Net cash provided by (used in) operating activities
(294,108,227)
(909,280,203)
(268,145,217)
(332,378,771)
2008 Cash flows from operating activities: Net loss before income tax (1,794,356,904) Adjustments to reconcile net loss for the period to net cash provided by (used in) operating activities: Depreciation and amortisation 43,956,372 Doubtful accounts 8,937,184 Impairment loss of assets 57,283,635 (Gain) loss on disposal of fixed assets (1,449,584) Gain on disposal of land and leasehold rights awaiting development Unrealised (gain) loss on exchange rate (55,905,660) Loss on disposal of investments in subsidiaries Loss on disposal of investments in associates Loss on disposal of investments in related company 324,524,724 Impairment loss on investment in subsidiaries and associates Impairment loss on investment in related company 639,827,617 Provision for liabilities 448,669,589 Interest expenses reversal from debt forgiveness (11,760,787) Dividends received (14,430,425) Interest income (3,777,845) Interst expenses 165,072,221 Share of net (profit) losses from investments accounted for 46,330,698 Profit (loss) from operating activities before changes in operating assets and liabilities (Increase) decrease in operating assets: Trade accounts receivable Amounts due from related parties Cash received from interest Inventories Other current assets Other non - current assets Increase (decrease) in operating liabilities: Trade accounts payable Amounts due to related parties Deposits and advance received from customers Other current liabilities Other non-current liabilities Cash provided by (used in) operating activities
The accompanying notes are an integral part of these financial statements
NATURAL PARK PUBLIC COMPANY LIMITED STATEMENTS OF CASH FLOWS
72
STATEMENTS OF CASH FLOWS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
(Unit : Baht) Consolidated
The Company Only 2007 (Restated)
2007 (Restated)
2008
27,321,748 336,431,000
2,876,672 -
(580,363) -
(83,599,590) 160,000,000 58,146,728 1,912,150,233 927,000,000
(117,610,357) (119,000,000) 25,240,425 -
(126,761,795) 58,146,728 1,912,150,233 927,000,000
2008 Cash flows from investing activities (Increase) decrease in pledged deposits at financial institutions - long term 69,954,865 Decrease in current investment Increase in short - term loans to related parties and interest receivable Decrease in short - term loan to other company Acquisition of investment (119,000,000) Dividends received 25,240,425 Cash received from disposal of investments in subsidiaries Cash received from disposal of investments in associates Cash received from disposal of investments in related company 401,593,380 Decrease in accounts receivable from sale investments 112,738,728 Cash received from disposal of assets 1,927,412 Increase in land awaiting development Acquisition of building and equipment (236,558,815) Cash received from proceeds of land and leaseholds awaiting for development Increase in leasehold rights of land and buildings Interest capitalisation (15,760,779) Interest received from subsidiaries 3,777,845 Increase in insurance cliam receivable -
284,851,026 (327,988,728) 2,330,900 (63,524,000) (149,821,031)
401,592,785 112,738,728 1,927,412 (9,653,749)
284,851,026 (327,988,728) 45,391 (6,838,986)
1,199,715,000 (254,832,000) 330,000,000
-
-
243,913,061
4,358,181,286
298,111,916
2,720,023,506
Net cash provided by (used in) investing activities
The accompanying notes are an integral part of these financial statements
NATURAL PARK PUBLIC COMPANY LIMITED STATEMENTS OF CASH FLOWS
73
STATEMENTS OF CASH FLOWS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 (Unit : Baht) Consolidated 2007 (Restated)
2008 Cash flows from financing activities Decrease in overdrafts and short - term loans from financial institutions Decrease in short - term loans from related companies and interest payable Decrease in short-term loans from others Cash received from debentures Repayment in long - term loans from financial institutions Decrease in share capital of subsidiary Cash received from issuance ordinary shares
The Company Only
-
2007 (Restated)
2008
(410,157,246)
(58,155,369)
(70,157,246)
13,120,979 (9,392,983) 90,592,457 186,222,665 100,000,000 (191,668,178) (1,925,044,398) (8,708,000) 201,436,400 162,800
(6,555,000) (443,941,267) 6,500,000 (191,668,178) (1,869,268,398) 16,104,250 201,436,400 162,800
Net cash provided by (used in) financing activities
177,889,904 (2,131,325,408)
(38,837,897) (2,376,704,111)
Increase (decrease) in net asset from investment in subsidiaries Net increase (decrease) in cash and cash equivalents Cash and cash equivalents - beginning of the period
9,082,921 (1,422,536,744) 136,777,659 (104,961,069) 90,559,457 195,520,526
(8,871,198) 32,148,238
10,940,624 21,207,614
227,337,116
90,559,457
23,277,040
32,148,238
-
-
-
136,767,120 (136,767,120) 868,000,000
-
-
-
(868,000,000) 523,499,450 (523,499,450)
-
399,715,930
-
392,256,145
869,103,483 46,352
(399,715,930) (267,653,157) (8,903)
869,103,483 46,352
(392,256,145) (275,112,943) (8,903)
(869,149,835)
267,662,060
(869,149,835)
275,121,846
Cash and cash equivalents - end of the period Non - cash transactions Decrease in short - term loans to related parties and interest receivable Increase in investment in subsidiaries Decrease in investment in subsidiaries Decrease in short-term loan from related companies and interest payable Decrease in investment in subsidiaries from classify investment Increase in investment in subsidiaries from classify investment Decrease in investment in related companies from classify investment Increase in investment in related companies from classify investment (Increase) decrease in investment in related companies Increase in other long-term investment (Increase) decrease in unrealised loss on available-for-sale securities
The accompanying notes are an integral part of these financial statement
NATURAL PARK PUBLIC COMPANY LIMITED STATEMENTS OF CASH FLOWS
74
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 1. GENERAL INFORMATION Natural Park Public Company Limited (“the Company”) was incorporated as a public company and domiciled in Thailand and was registered in the Stock Exchange of Thailand. The address of its registered office is as follows: 88 Soi Sukhumvit 49, Sukhumvit Road, Klongton Nua, Wattana, Bangkok. The principal business of the Company is real estate development
2. BASIS OF CONSOLIDATION
These consolidated financial statements include the financial statements of Natural Park Public Company Limited and its subsidiaries and have been prepared on the same basis as that applied for the consolidated financial statements for the year ended 31 December 2007. There have been no changes in the composition of the subsidiaries during the current period except: a) Investment in the Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd. (“the Joint Venture”) On 9 January 2008, the Company increased in the investment in the Joint Venture by Baht 215 million. The purpose of money injection is to let the Joint Venture to repayment the principal and interest expenses to other venturer. This leads to the Company has a financial control over the Joint Venture, therefore; the Joint Venture has changed to a subsidiary of the Company.
Details of net assets acquired are as follows: (Unit : Thousand Baht) Net asset acquired Less : Equity in distributed net loss of the Joint Venture
(86,049) (77,444)
Recorded as expenses Less : Cash and deposits at financial institutions of the Joint Venture
(8,605) (478)
Cash flows on acquisition of the subsidiary
(9,083)
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
75
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
b) The percentages of shareholding of the Company in the subsidiaries included in the consolidated financial statements were as follows: Percentage of shareholding 2008 2007
Nature of business
Subsidiaries directly held by the Company Park Opera Company Limited* Natural Real Estate Company Limited* Natural Venture Company Limited Natural Park Ville Company Limited Richee Property Management Company Limited* Natural Project Chao Phraya Company Limited* Natural Hotel Sukhumvit Company Limited*# Park Gourmet Company Limited* Natural Hotel Panwa Company Limited# Natural Hotel Chao Phraya Company Limited* Kyoto Resorts YK Company Limited# The Joint Venture of Natural Park Public Company Limited, Amanresorts Service and Silverlink Holdings Ltd. *
* Currently no income from operations
# Audited and audited by other auditors
100.0 100.0 100.0 100.0 99.9 100.0 64.9 100.0 100.0 100.0 67.0
100.0 100.0 100.0 100.0 99.9 100.0 64.9 100.0 100.0 100.0 67.0
Theatre General business Investment holding (Dissolved) Rental of assets General business Property development (Temporarily dormant) Hotel owner Restaurant (Temporarily dormant) Hotel owner Investment holding Hotel owner
100.0
100.0
Hotel owner
All significant intercompany transactions between the Company and subsidiaries included in the consolidated financial statements have been eliminated.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
76
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
Total assets and total revenues of 2 subsidiaries included in the consolidated financial statements for the years ended 31 December 2008 and 2007, audited by other auditor, were as follows:
(Unit : Million Baht) Total assets included in the consolidated balance sheet
2 subsidiaries (2007 : 1 subsidiary)
2 subsidiaries (2007 : 3 subsidiaries)
2008 990
2007 247
(Unit : Million Baht) Total revenues included in the consolidated statement of income 2008 2007 64 795
Total assets and total revenues of 2 associates included in the consolidated financial statements for the years ended 31 December 2008 and 2007, audited by other auditor, were as follows:
2 Associates (2007 : 1 associate)
(Unit : Million Baht) Total investment in associate included in the consolidated balance sheet 2008 2007 478 236
2 Associates (2007 : 1 associates)
(Unit : Million Baht) Total share of net gain (loss) included in the consolidated statement of income 2008 2007 (46) 2
Total investment in associate and share of net loss included in the consolidated financial statements for the year ended 31 December 2008, prepared by management which was not reviewed by auditor, were as follows : (Unit : Million Baht) Total investment in associate Total share of net gain (loss) included in the consolidated included in the consolidated balance sheet statements of income 1 Associate
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
225
(0.17)
77
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
3. ADOPTION OF NEW ACCOUNTING STANDARD 3.1 Accounting standards which are effective for the current year The Federation of Accounting Professions (FAP) has issued Notifications No. 9/2550, 38/2550 and 62/2550 regarding accounting standards. The notifications mandate the use of the following new accounting standards. TAS 25 (revised 2007) TAS 29 (revised 2007) TAS 31 (revised 2007) TAS 33 (revised 2007) TAS 35 (revised 2007) TAS 39 (revised 2007) TAS 41 (revised 2007) TAS 43 (revised 2007) TAS 49 (revised 2007) TAS 51
Cash Flow Statements Leases Inventories Borrowing Costs Presentation of Financial Statements Accounting Policies, Changes in Accounting Estimates and Errors Interim Financial Reporting Business Combinations Construction Contracts Intangible Assets
These accounting standards become effective for the financial statements for fiscal years beginning on or after 1 January 2008. The management has assessed the effect of these accounting standards and believes that TAS 33 (revised 2007), TAS 39 (revised 2007), TAS 43 (revised 2007) and TAS 49 (revised 2007) are not relevant to the business of the Company, whereas TAS 25 (revised 2007), TAS 29 (revised 2007), TAS 31 (revised 2007), TAS 35 (revised 2007), TAS 41 (revised 2007), and TAS 51 do not have any significant impact on the financial statements for the current year. 3.2 Accounting standards which are not effective for the current year The Federation of Accounting Professions (FAP) has issued Notification No. 86/2551 regarding Accounting Standards. The notification mandates the use of the following new accounting standards. TAS 36 (revised 2007) TAS 54 (revised 2007)
Impairment of Assets Non-current Assets Held for Sale and Discontinued Operations
These accounting standards will become effective for the financial statements for fiscal years beginning on or after 1 January 2009. The management has assessed the effect of these accounting standards and believes that they will not have any significant impact on the financial statements for the year in which they are initially applied.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
78
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
Starting from 1 January 2008, the Company changed its accounting policy from amortization of goodwill to discontinuing amortization of goodwill and recognizing the carrying amount of goodwill net of accumulated amortization up to the beginning of the year 2008 less allowance for impairment. As at 31 December 2008, the management fully provided the allowance for impairment of this goodwill. The effect of the change reflected the Company discontinued amortization of goodwill for the year ended 31 December 2008 of Baht 5.37 million.
4. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles at times requires management to make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates affect reported amounts and disclosures and actual results could differ. The significant accounting judgments and estimates are as follows: 4.1 Finance leases/ Operating leases The Company and subsidiaries have entered into lease agreements for the rental of motor vehicles. The Company and subsidiaries have determined, based on an evaluation of the terms and conditions of the arrangements, that the lessor retains all the significant risk and rewards of ownership of these properties, and so accounts for the contracts as operating leases. 4.2 Allowance for doubtful accounts Allowances for doubtful accounts are intended to adjust the value of receivables for probable credit losses. The management uses judgment to establish reserves for estimated losses for each outstanding debtor. The allowances for doubtful accounts are determined through a combination of specific reviews, collection experience, and analysis of debtor aging, taking into account changes in the current economic conditions. However, the use of different estimates and assumptions could affect the amounts of allowances for receivable losses and adjustments to the allowances may therefore be required in the future. 4.3 Impairment of investments The Company and subsidiaries treat investments as impaired when there has been a significant or prolonged decline in the fair value below their cost or where other objective evidence of impairment exists. The determination of what is “significant” or “prolonged” requires judgment.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
79
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
4.4 Depreciation In calculating depreciation of plant and equipment, the management estimates useful lives and salvage values of the plant and equipment and reviews estimated useful lives and salvage values if there are any changes.
5. SIGNIFICANT ACCOUNTING POLICIES The consolidated and Company financial statements have been prepared in accordance with Thai generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards issued by the Institute of Certified Accountants and Auditors of Thailand and approved under the law by the Board of Supervision of Auditing Practice appointed by the Minister of Commerce, and the financial reporting requirements of the Securities and Exchange Commission. Significant accounting policies adopted by the Company and the subsidiary companies are summarized below: 5.1 Revenue Recognition 5.1.1 Rental and services income are recognized as revenue on accrual basis at the amount as fixed under the related lease agreement. 5.1.2 Revenues from hotel operations, mainly comprise revenues from room sales, food and beverages sales and auxiliary activities, and represent the invoiced value (excluding value added tax) of goods supplied and services rendered after deducting discounts. 5.1.3 Revenues from services and commission are recognized when services are rendered. 5.1.4 Revenues from restaurant represent the invoiced value after deducting discounts and allowances (excluding value added tax) of goods supplied and services rendered. 5.1.5 Interest income is recognized as revenue on a time proportion basis. 5.2 Cash and cash equivalents Cash and cash equivalents consist of cash on hand, cash at banks and deposits at financial institutions with an original maturity of three months or less and not subject to restriction. 5.3 Trade accounts receivable and allowance for doubtful accounts Trade accounts receivable are stated at the net realizable value. Allowance for doubtful accounts is provided to cover the estimated losses that may be incurred in the collection. The allowance is based on collection experience and current status of receivables outstanding at the balance sheet date. Bad debts will be written off for the accounts considered uncollectible.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
80
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
5.4 Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined on the weighted average method. Net realizable value is the estimate of the selling price in the ordinary course of business less the cost of completion. 5.5 Investments Current investment consists of investment in debt instrument and is accounted for by using amortized cost method. Investments in the subsidiary and associated companies as recorded in the Company’s book is accounted for cost method and investment in associated company in the consolidated financial statements is accounted for under equity method. Under this method, the investment is recorded at cost and for each subsequent year the investment is adjusted to incorporate the Company’s proportionate share of the operating results in the subsidiary. However, the Company will record additional loss on its investments in associated company only up to an amount equal to the commitments and guarantees it has. Investments in available-for-sale securities are determined at fair value. The change in value of securities is recorded as a separate item in shareholders’ equity until securities are sold, the change shall be included in determining earnings. Fair value of marketable securities is based on the latest bid prices of the last working day of year quoted by the Stock Exchange of Thailand. Investments in non-marketable equity securities, which the Company holds as other investment, are valued at cost. Weighted average method is used for computation of cost of investments. 5.6 Joint venture Equity method is applied to account for interest in joint ventures in the consolidated financial statements and cost method is applied in the company financial statements. 5.7 Investment in property fund Investment in the units of a property is treated by the Company as investment in an associated company and recorded as cost method in the Company’s book and equity method in the consolidated financial statement. The financial statements of the property fund are prepared under accounting policies which differ from those of the Company in some respects. However, for the purpose of recording the Company’s interest in the equity of the property
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
81
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
fund, the Company has not adjusted the property fundâ&#x20AC;&#x2122;s financial statements to state then under the same accounting policies as applied by the Company because the amount is immaterial to financial statements. 5.8 Goodwill Goodwill arising on acquisition of the subsidiaries and associates is amortized over a period of 10 years. Negative goodwill is generated as a result of investments in subsidiaries being made at a cost lower than the subsidiariesâ&#x20AC;&#x2122; net book value. Negative goodwill are amortized it over the remaining useful life of the assets on a straight-line basis. 5.9 Land held for future development Land held for future development is stated at cost less provision for impairment (if any). Cost comprises cost of land, interest costs and other related acquisition costs incurred. Where the carrying amount of the land is greater than its estimated recoverable amount, a provision for impairment is made to reduce the carrying amount to the recoverable amount. 5.10 Property, plant and equipment Land is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and provision for impairment (if any). Depreciation is calculated on the straight line method to write off the cost or the revalued amount of each asset, except for land which is considered to have an indefinite life, to its residual value over the estimated useful life as follows: Building on leasehold land, building improvements and leasehold rights Building, land and building improvement Integral fixed plant Furniture, fixture and equipment Hotel operating equipment Vehicles
Remaining lease period 5-40 years 20 years 5-10 years The remaining quantity from physical count 5 years
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. Estimated recoverable amount is the higher of the anticipated discounted cash flows from the continuing use of the asset and the amount obtainable from the sale of the asset less any costs of disposal.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
82
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
Gains and losses on disposal of property, plant and equipment are determined by reference to their carrying amount and are taken into account in determining profit/loss from operations. Expenditures for additions, renewals and improvements, which result in substantial increase in an assetâ&#x20AC;&#x2122;s current replacement value, are capitalized. Repair and maintenance costs are recognized as an expense when incurred. 5.11 Leasehold rights of land and building Leasehold rights of land and building are stated at cost less accumulated amortization. Amortization of leasehold right is calculated by reference to its cost on a straight-line basis over the period of lease. 5.12 Capitalization of borrowing costs The Company and its subsidiaries capitalize interest cost and other financial charges relating to the construction and supply costs as part of the project costs. The capitalization of the borrowing cost will be discontinued when the construction is completed and ready for intended use. A subsidiary record interest as expense the management did not adjust the effect of non - uniform accounting policy due to immaterial difference. 5.13 Accounting for leases - where a company is the lessee Leases of assets which substantially transfer all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased equipment or the present value of the minimum lease payments. Each lease payment is allocated to the principal and to the finance charges so as to achieve a constant rate on the finance balance outstanding. The outstanding rental obligations, net of finance charges, are included in other long - term payables. The interest element of the finance cost is charged to the statement of income over the lease period. The equipment acquired under the finance leases is depreciated over the shorter of the useful life of the assets or the lease term. Leases of assets under which all the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the statements of income over the lease periods. 5.14 Currency translation Transactions denominated in foreign currencies are translated into Baht at the rates of exchange ruling on the transaction dates. Realized gains and losses on exchange are recognized as income or expenses in the statements of income as
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
83
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
incurred. Monetary assets and liabilities at the balance sheet date denominated in foreign currencies are translated into Baht at the rates of exchange ruling on the balance sheet date. Unrealized gains and losses on exchange are recognized in the statements of income as incurred. The assets and liabilities of foreign entities are translated to Baht at the exchange rate ruling at the balance sheet date. The revenues and expenses of these foreign entities are translated to Baht at the monthly average exchange rates of the transactions incurred. 5.15 Financial instruments The Company and subsidiary have no policy to speculate in or engage in the trading of any financial derivative instruments. Financial instruments carried on the balance sheet include bank balances, investments, trade receivables, trade creditors, loans and debentures. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item. 5.16 Basic loss per share Basic loss per share determined by dividing the net loss for the year by the weighted average number of ordinary shares in issue during the year. 5.17 Use of accounting estimates Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates for certain accounting transactions, affecting amounts reported in the financial statements and notes related thereto. Subsequent actual results may differ from these estimates. 5.18 Corporate income tax The Company and subsidiaries calculates corporate income tax according to Revenue Code and records corporate income tax on the accrual basis. The Company does not recognize deferred tax in respect of temporary differences in the future periods. A foreign subsidiary recognizes income tax by deferred tax method. The Companyâ&#x20AC;&#x2122;s management has considered the effect from using the different accounting policy that it has no any significant. So, the Company did not any adjust such effect.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
84
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 6. TRADE ACCOUNTS RECEIVABLE - NET As at 31 December 2008 and 2007, the balances of accounts receivable, as classified by aging, were as follows:
(Unit : Thousand Baht)
Consolidated Not more than 3 months Overdue 3 - 6 months Overdue 6 - 12 months Overdue more than 12 months Total Less : Allowance for doubtful accounts Trade accounts receivable - net
The Company Only
2008
2007
2008
2007
8,857 79 311 24,296 33,543 (20,669) 12,874
13,105 1,334 3,137 20,609 38,185 (20,629) 17,556
2,612 79 128 19,676 22,495 (19,301) 3,194
2,268 86 323 19,645 22,322 (19,269) 3,053
The allowance for doubtful accounts has been set up from the balance of accrued rental income outstanding for more than one year, after deducting deposits and advances received from customers.
7. RELATED PARTY TRANSACTIONS The Company had significant business transactions with subsidiaries (which have already been eliminated from the consolidated financial statements), associates, joint venture and related parties which are related by way of shareholding or common shareholders or common directors. Such transactions, which have been concluded on the terms and basis as shown in the respective agreements or as determined by the Company and the respective parties, have been summarized below: (Unit : Thousand Baht) For the years ended 31 December
Consolidated a) Income (1) Subsidiaries Interest income Other income
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
The Company Only
2008
2007
2008
2007
-
-
26,580 2
58,480 390
85
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 (Unit : Thousand Baht) For the years ended 31 December
Consolidated 2008 (2) Associates Revenues from restaurant business Management fee income Interest income Dividend income (3) Joint venture Interest income (4) Related company Dividend income b) Expenses (1) Subsidiaries Administrative expenses Interest expenses (2) Associates Administrative expenses Rental expenses Interest expenses (3) Related companies Administrative expenses c) Construction in progress (1) Related companies
The Company Only
2007
2008
2007
50,760 -
2,670 4,117 -
50,760 10,810
4,114 10,989
-
3,935
-
3,935
14,426
-
14,426
47,154
-
-
1,329
940 45,118
171 277 -
3,864 3,481 5,885
171 -
552 5,885
-
-
-
-
1,783
-
-
-
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
86
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 Management Fee income The Company had entered a project management agreement with a related company - Natural Hotel Siam Company Limited. The Company recognized income of Baht 50.76 million for the years ended 31 December 2008, and the remaining of contract amount is Baht 10.60 million. The significant balances of assets and liabilities with its related parties were as follows: Consolidated 2008 a) Amounts due from related parties - net (1) Subsidiaries Natural Project Chao Phraya Company Limited Kyoto Resorts YK Company Limited
(Unit : Thousand Baht) As at 31 December
The Company Only
2007
2008
2007
-
-
13,331 90
13,331 88
(2) Associates UOB Apartment Property Fund One Park Cuisine Company Limited Kempin Siam Company Limited (formerly â&#x20AC;&#x153;Natural Hotel Siam Company Limitedâ&#x20AC;?)
-
1,655 307
-
-
54,313
-
54,313
-
(3) Joint venture The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd.
-
6,601
-
6,601
69,190 3,686 133
69,190 3,686 133
69,190 3,686 133
69,190 3,686 133
Total
127,322
81,572
140,743
93,029
Less : Allowance for doubtful accounts
(72,881)
(73,188)
(86,212)
(86,212)
54,441
8,384
54,531
6,817
(4) Related companies The Natural Place Tower Limited* Sathorn Office Park Company Limited* Others
Net * See Note 7.C.4 (Progress on follow up loans)
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
87
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 (Unit : Thousand Baht) As at 31 December
Consolidated b) Trade accounts payable - related parties (1) Associates Park Cuisine Company Limited UOB Apartment Property Fund One (2) Related company Syntec Construction Public Company Limited
Total
The Company Only
2008
2007
2008
2007
53 -
122 227
53 -
122 -
15,429
14,888
-
-
15,482
15,287
53
122
c) Short-term loans to related parties and interest receivable - net
The movements of short-term loans to related parties and interest receivable for the year ended 31 December 2008 and 2007 were as follows: (Unit : Thousand Baht) As at 31 December
The Company Only
Consolidated 2008 Opening net book amount Increase Decrease / reclassification Foreign currency translation Closing net book amount Consisted of : Loans Interest receivable Total Less : Allowance for doubtful accounts Net
2007
2008
2007
13,796,801 (85,466) -
13,768,142 352,388 (323,729) -
14,938,665 539,397 (128,818) 54,746
15,103,962 296,580 (455,017) (6,860)
13,711,335
13,796,801
15,403,990
14,938,665
6,750,003 6,961,332 13,711,335
6,815,887 6,980,914 13,796,801
8,205,932 7,198,058 15,403,990
7,806,954 7,131,711 14,938,665
(13,711,335)
(13,724,515)
(14,189,429)
(14,058,589)
-
72,286
1,214,561
880,076
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
88
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
(Unit : Thousand Baht) As at 31 December
Consolidated 2008 Short-term loans to related parties and interest Receivable consisted of the following: (1) Subsidiaries Park Opera Company Limited Natural Park Ville Company Limited Richee Property Management Company Limited Natural Project Chao Phraya Company Limited Kyoto Resorts YK Company Limited Natural Hotel Panwa Company Limited Natural Hotel Chao Phraya Company Limited The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd.
The Company Only
2007
2008
2007
-
-
236,842 84,434
214,201 81,277
-
-
15,276
14,815
-
-
677,888 242,044 24,084
637,994 170,695 22,777
-
-
886
105
-
-
411,202
-
Total
-
-
1,692,656
1,141,864
Less : Allowance for doubtful accounts
-
-
(478,095)
(334,074)
Short-term loans to subsidiaries - net
-
-
1,214,561
807,790
(2) Joint venture The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd.
-
72,286
-
72,286
Short-term loans to joint venture
-
72,286
-
72,286
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
89
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 (Unit : Thousand Baht) As at 31 December
Consolidated
The Company Only
2008
2007
2008
2007
1,797,731 64,645 2,034,416 7,189,040 757,768 1,867,735
1,797,731 77,825 2,034,416 7,189,040 757,768 1,867,735
1,797,731 64,645 2,034,416 7,189,040 757,768 1,867,735
1,797,731 77,825 2,034,416 7,189,040 757,768 1,867,734
13,711,335
13,724,515
13,711,335
13,724,514
(13,711,335)
(13,724,515)
(13,711,335)
(13,724,514)
Short-term loans to related companies - net
-
-
-
-
Short-term loans to related parties and interest receivable - net
-
72,286
1,214,561
880,076
(3) Related companies The Natural Place Tower Limited Sathorn Office Park Company Limited Chatnarong Company Limited M&C Property Service Company Limited Nom Anant Company Limited Panya Holding Company Limited Total Less : Allowance for doubtful accounts
The Company discontinued recognition of interest income from short - term loans to subsidiaries and related companies which have insufficient financial resources and may default to repayment of such loans and interest receivable. The Company made fully allowances for all short-term loans to related companies. At present, the Company is closely monitoring to collect its loans and taking into the legal actions to receive them. (4) The progress on follow up short-term loans to related companies and interest receivable were as follows:
The Company filed a suit to Sathorn Office Park Company Limited for debt repayment on 24 April 2006 and later on 12 December 2007 the Court ordered the defendant to pay principal of Baht 47.8 million, interest of Baht 6.4 million according to the debt acknowledgement letter, interest of 7.5% p.a. on Baht 47.8 million calculated from the date filing suit to payment date and management fee of Baht 3.7 million with interest of 7.5% p.a. calculated from the date of filing suit to payment date. The Natural Place Tower Company Limited was sued by the Revenue Department in the Bankruptcy case. On 4 September 2007, the Central Bankruptcy Court ordered the Natural Place Tower Company Limited to be under absolute receivership, the Company is filing a claim in such case.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
90
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
M & C Property Service Company Limited was sued by ACL Bank Public Company Limited in the Bankruptcy case. On 12 February 2008, the Central Bankruptcy Court ordered M & C Property Service Company Limited to be under absolute receivership, the Company is filing a claim in such case. On 9 January 2009, the Company sued Panya Holding Company Limited requesting the court to dismiss the completeness of liquidation and order new liquidation process because the Company has not yet received loan repayment from Panya Holding Company Limited. As for other companies, the Company is closely monitoring the progress for the most benefit of the Company. Nonetheless, the Company is not the only creditor, thus, in the case that other creditors enforce loan repayment for the overall benefit of the Creditor, such as bankruptcy lawsuit or the debtor request for enforcement under the rehabilitation plan. The Company has to file for debt repayment according to the related laws. Therefore, there is no need to file for civil lawsuit, which will cause the Company to bear extra expenses. Also, to minimize timing risk, the Company has given notification to the debtors and have the debtors acknowledge their debt or other proof of evidence of debt by affirming the debt burden that will maximize the benefit of the Company. For the debtors that ignored the Companyâ&#x20AC;&#x2122;s notification, the Company will file civil lawsuit if possible. d) Short-term loans from related companies and interest payable (Unit : Thousand Baht) As at 31 December
The Company Only
Consolidated 2008
2007
2008
2007
13,121 -
13,121 -
71,565 1,329 (59,773)
1,699,624 117,923 (1,745,982)
Closing net book amount
13,121
13,121
13,121
71,565
Consisted of the following : Loans Interest payable
13,121
13,121
13,121
58,155 13,410
Total
13,121
13,121
13,121
71,565
Opening net book amount Increase Decrease
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
91
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 (Unit : Thousand Baht) As at 31 December
Consolidated 2008 Short-term loans from related companies and interest payable consisted of the following: (1) Subsidiaries Natural Real Estate Company Limited (Interest at 5.50% per annum) Natural Hotel Sukhumvit Company Limited (Interest at 6.00% per annum) Total short-term loans from subsidiaries (2) Associate Kempin Siam Company Limited (formerly â&#x20AC;&#x153;Natural Hotel Siam Company Limitedâ&#x20AC;?) (Interest at 6.00% per annum) Total short-term loans from associate Total short-term loans from related companies and interest payable
Separate
2007
2008
2007
-
-
-
45,556
-
-
-
12,888
-
-
-
58,444
13,121
13,121
13,121
13,121
13,121 13,121
13,121 13,121
13,121 13,121
13,121 71,565
e) Guarantees
e.1) As at 31 December 2008, and 2007, the Company has contingent liabilities in respect of debentures guarantees given on behalf of a subsidiary, Natural Hotel Panwa Company Limited (See Note 22). e.2) As at 31 December 2007, the Company, as a guarantor, and a subsidiary, Natural Real Estate Company Limited, has commitment from the guarantee agreement with a company to guarantee damages or expenses incurred not exceeding Baht 63 million.
The Company has not charge guarantees fee to above two companies.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
92
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 8. INVENTORIES (Unit : Thousand Baht) As at 31 December
Consolidated 2008
2007
Food Beverage Finished goods Supplies
173 259 241 558
59 262 166 596
Total
1,231
1,083
9. ACCOUNTS RECEIVABLE FROM SALE INVESTMENTS As at 31 December 2007, the Company had receivable from sales of investment and assignment of loans to Aimtop Investments Limited of Baht 327.99 million. The Company received from such receivable on 4 January 2008.
10. OTHER CURRENT ASSETS - NET (Unit : Thousand Baht) As at 31 December
Consolidated 2008
The Company Only
2007
2008
2007
Advances to subcontractors VAT receivable Others
246,916 20,042 30,169
244,866 12,547 40,566
245,661 582 16,593
244,866 2,283 13,808
Total
297,127
297,979
262,836
260,957
(257,666)
(250,384)
(256,873)
(249,590)
39,461
47,595
5,963
11,367
Less : Allowance for doubtful accounts Net
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
93
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
11. PLEDGED DEPOSITS AT FINANCIAL INSTITUTIONS - LONG TERM As at 31 December 2008 and 2007, the Company and its subsidiaries have used deposits at financial institution as a guarantee for interest payment and utilities.
12. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES - NET a) The details of investments in subsidiaries, associates and joint venture can be summarized as follows: Consolidated as at 31 December 2008 Percentage Paid-up share of ownership capital including indirectly held Thousand Baht
Investment in associates Natural Hotel Siam Company Limited Park Cuisine Company Limited UOB Apartment Property Fund One Total investment in associates
%
Cost method
Allowance for change in valuation of investments
Equity method
Dividends
Thousand Baht Thousand Baht Thousand Baht Thousand Baht
1,540,000
37.97
539,000
(69,103)
-
469,898
272,367
38.00
103,499
(95,443)
-
8,056
850,000
27.06
230,000
49,714
(54,496)
225,218
872,499
(114,831)
(54,496)
703,172
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
94
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
Consolidated as at 31 December 2007 Percentage Paid-up share of ownership capital including indirectly held Thousand Baht
Investment in associates Natural Hotel Siam Company Limited Park Cuisine Company Limited UOB Apartment Property Fund One Total investment in associates Investment in joint venture The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd. Total Liabilities from investments accounted for under the equity method Investments accounted for under the equity method
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
%
Cost method
Allowance for change in valuation of investments
Equity method
Dividends
Thousand Baht Thousand Baht Thousand Baht Thousand Baht
1,200,000
37.97
420,000
(39,494)
-
380,506
272,367
38.00
103,499
(78,894)
-
24,605
850,000
27.06
230,000
49,888
(43,686)
236,202
753,499
(68,500)
(43,686)
641,313
-
(77,444)
-
(77,444)
753,499
(145,944)
(43,686)
563,869 77,444 641,313
95
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
The Company Only as at 31 December 2008 Paid-up share ofPercentage ownership capital including indirectly held Thousand Baht Investment in subsidiaries Park Opera Company Limited Natural Real Estate Company Limited Natural Venture Company Limited Natural Park Ville Company Limited Richee Property Management Company Limited Natural Project Chao Phraya Company Limited Natural Hotel Sukhumvit Company Limited Park Gourmet Company Limited Natural Hotel Panwa Company Limited Kyoto Resorts YK Company Limited Natural Hotel Chao Phraya Company Limited The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd.
%
Total investment in associates Investment in joint venture The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd. Total Less : Allowance for impairment of investments Investments in subsidiaries, associates and joint venture - net
Paid-up share ofPercentage ownership Cost method capital including indirectly held Thousand Baht Thousand Baht
%
Cost method Thousand Baht
22,555
100.00
22,555
22,555
100.00
22,555
132,000 100 43,000
100.00 100.00 100.00
132,000 100 243,340
132,000 100 43,000
100.00 100.00 100.00
132,000 100 243,340
1,000
99.94
999
1,000
99.94
999
1,000
99.94
999
1,000
99.94
999
41,353 25,000
67.88 100.00
26,841 25,000
66,165 25,000
67.88 100.00
42,945 25,000
100.00 67.00
300,000 11,409
100.00 67.00
300,000 11,409
100.00
100
100
100.00
100
-
-
-
-
300,000 Yen 50 million 100
300,000 Yen 50 million
763,343
Total investments in subsidiaries Investment in associates Natural Hotel Siam Company Limited Park Cuisine Company Limited UOB Apartment Property Fund One
The Company Only as at 31 December 2007
1,540,000 272,367 850,000
37.97 38.00 27.06
539,000 103,499 230,000
779,447 1,200,000 272,367 850,000
37.97 38.00 27.06
420,000 103,499 230,000
872,499
753,499
-
-
1,635,842
1,532,946
(759,053)
(427,870)
876,789
1,105,076
The Company has partially pledged its shares of investment in associates with a local bank as partial collateral for the Companyâ&#x20AC;&#x2122;s long-term loans from such bank (see Note 21). NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
96
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
b) The significant transactions of the investments in subsidiaries and associates for the years ended 31 December 2008 are as follows: b.1) Investments in the Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd. (“the Joint Venture”)
On 9 January 2008, the Company increased in the investment in Joint Venture by Baht 215 million. The purpose of money injection is to let the Joint Venture to repayment the principal and interest expenses to other venturer. This leads to the Company has a financial control over the Joint Venture, therefore; the Joint Venture has changed to a subsidiary of the Company (see Note 2.a).
b.2) Investments in Kyoto Resorts YK Company Limited
On 9 May 2007, the Company entered into an agreement with a company to transfer its investment in Kyoto Resort YK Co., Ltd. (a subsidiary) by 33% of the paid up share capital and assignment of loan and interest receivable at the price of USD 3 million. The shareholders approved to sell the shares of such subsidiary and loan and accrued interest receivable form Kyoto at the price of not lower than USD 5 million (See Note 36 (2)).
b.3) Investment in Natural Hotel Sukhumvit Company Limited
The extraordinary shareholder’s meetings of a subsidiary (Natural Hotel Sukhumvit Company Limited) No. 1/2008 on 9 June 2008 and No. 2/2008 on 26 June 2008 had a special resolution to decrease the Company’s registered share capital from Baht 240 million (ordinary shares 2.4 million shares with a par value of Baht 100 per share) to Baht 150 million (ordinary shares 1.5 million shares with a par value of Baht 100 per share). The subsidiary registered the share decrease with the Ministry of Commerce on 11 August 2008.
The Company had received return in share capital in the amount of Baht 16.10 million on 29 August 2008.
The decrease in share capital of the subsidiary did not effect to change in percentage of shareholding (included indirect hold).
b.4) Investments in Natural Hotel Siam Company Limited On 11 April 2008, the Company invested in 665,000 ordinary shares of Natural Hotel Siam Company Limited, an associate in which the Company holds a 37.97% included indirect held, with a par value of Baht 100 each, at a price of Baht 66.50 million, in order to maintain its proportionate shareholding in that company following a capital increase.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
97
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
On 4 September 2008, the Company invested in 525,000 ordinary shares of Natural Hotel Siam Company Limited, an associate in which the Company holds a 37.97% included indirect held, with a par value of Baht 100 each, at a price of Baht 52.50 million, in order to maintain its proportionate shareholding in that company following a capital increase.
13. INVESTMENTS IN RELATED COMPANIES - NET
(Unit : Thousand Baht) As at 31 December
Consolidated
Separate
2008
2007
2008
2007
170,132
224,789
170,132
224,789
430,085
1,101,546
430,085
1,101,546
195,129
195,130
195,129
195,130
392,256
399,716
392,256
392,256
Total aggregate cost
1,187,602
1,921,181
1,187,602
1,913,721
Less : Allowance for impairment on investment
(631,818)
-
(631,818)
-
Less : Unrealised loss on available-for-sale securities
(237,180)
(631,557)
(237,180)
(624,097)
318,604
1,289,624
318,604
1,289,624
Available-for-sale securities Aggregate cost Finansa Public Company Limited (Percentage of shares held 3.30% in 2008 and 4.36% in 2007) Bangkok Metro Public Company Limited (Percentage of shares held 2.68% in 2008 and 6.86% in 2007) Syntec Construction Public Company Limited (Percentage of shares held 11.88%) Sansiri Public Company Limited (Percentage of shares held 4.26%)
Investment in related companies - net
a) The significant changes in investments in related companies for the years ended 31 December 2008 are as follows: a.1) Investment in Bangkok Metro Public Company Limited
In February 2008, the Company has agreed to sell ordinary shares in Bangkok Metro Public Company Limited of 500 million shares at the price of Baht 0.79 per share totaling Baht 395 million to Hicrete Products and Technology Company Limited.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
98
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
During the first quarter of 2008, the Company sold 416.32 million shares in such company in totaling amount of Baht 328.89 million. Loss on disposal of investment was included in the consolidated and the Company’s financial statements of Baht 230.19 million.
During the third quarter of 2008, the Company sold the remaining 83.68 shares in such company in totaling amount of Baht 66.10 million. Loss on disposal of investment was included in the consolidated and the Company’s financial statements of Baht 46.27 million.
The Company has pledged its shares of investments in related companies with a local bank as partial collateral for the Company’s long term loans from such group of banks (see Note 21).
The Company has partially pledged its shares of investment in a related company - Bangkok Metro Public Company Limited of 320.26 million shares with a group of banks as partial collateral for the said related company’s long term loan from such group of banks.
a.2) Investment in Finansa Public Company Limited During the second quarter of 2008, the Company sold 494,500 shares in Finansa Public Company Limited in totaling amount of Baht 3.55 million. Loss on disposal of investment was included in the consolidated and the Company’s financial statement of Baht 17.11 million.
During the forth quarter of 2008, the Company sold 813,700 shares in Finansa Public Company Limited in totaling amount of Baht 3.04 million. Loss on disposal of investment was included in the consolidated and the Company’s financial statement of Baht 30.96 million.
b) The disclosure movement of available-for-sales securities, as required by the Securities and Exchange Commission, for the years ended 31 December 2008 was as follows: (Unit : Thousand Baht) Consolidated and The Company Only Net book amount as at 1 January 2008 Disposal Reverse unrealized loss on available-for-sale securities Loss on disposal of investment Change in fair value
1,289,624 (401,593) 210,313 (324,525) (455,215)
Net book amount as at 31 December 2008
318,604
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
99
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
14. PROPERTY, PLANT AND EQUIPMENT - NET (Unit : Thousand Baht) Consolidated Building, Land and Building rovement
Furniture fixture and equipment
Hotel operating equipment
As at 31 December 2007 578,952 329,327 254,715 136,461 Cost - (185,764) (156,782) (105,041) Less Accumulated depreciation - (12,322) Allowance for impairment loss 322,675
4,346 (199) -
256,277
Land
Net book amount
For the year ended 31 December 2008 256,277 Opening net book amount Additions Increase from purchase of subsidiaries Increase from translation financial statement Depreciation charge Allowance for impairment loss Allowance for the losing of equipments Disposal - net 256,277 Closing net book amount
Integral fixed plant
Construction in progress
Vehicle
Total
7,049 254,722 1,565,572 - (452,364) (4,578) - (182,845) (517,842)
143,563
97,933
19,098
4,147
2,471
71,877
595,366
143,563 86
97,933 8,569
19,098 2,962
4,147 261
2,471 -
71,877 240,445
595,366 252,323
-
-
-
-
-
51,891
51,891
(15,387) -
(12,421) -
(10,813) -
-
(1,160) -
3,827 (1,782)
3,827 (39,781) (1,782)
128,262
94,081
(28) 11,219
(1,300) 4,408
(327) 984
366,258
(1,300) (355) 860,189
4,408 -
6,621 (5,637)
(1,300)
-
As at 31 December 2008 578,952 329,413 263,284 116,951 Cost - (201,151) (169,203) (101,562) Less Accumulated depreciation Allowance for operating equipment loss Allowance for impairment loss (322,675) - (4,170) 256,277 128,262 94,081 11,219 Net book amount
3,108
550,885 1,850,514 - (477,553) -
(1,300)
- (184,627) (511,472) 984 366,258 860,189
As at 31 December 2008, the gross carrying amount of the fully depreciated plant and equipment that are still in use are Baht 124.74 million (2007: Baht 104.57 million).
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
100
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
The Company will file to the Court to emergency protect in order to operate the business of a subsidiary and the Company will develop the project to complete. At present, the hotel building construction is almost completed. (Unit : Thousand Baht)
The Company Only Land
Building, Land and Building improvement
Integral fixed plant
Furniture fixture and equipment
Vehicle
Construction in progress
Total
As at 31 December 2006 Cost Less Accumulated depreciation Net book amount
2,509 2,509
230,773 (147,482) 83,291
252,553 (156,782) 95,771
40,183 (36,612) 3,571
462 (65) 397
2,162 2,162
528,642 (340,941) 187,701
For the year ended 31 December 2007 Opening net book amount Additions Depreciation charge Disposal - net Transfer in (out) Closing net book amount
2,509 2,509
83,291 (8,211) 75,080
95,771 7,893 (12,421) 1,802 93,045
3,571 1,085 (2,322) (25) 2,309
397 (65) (327) 5
2,162 1,104 (2,230) 1,036
187,701 10,082 (23,019) (352) (428) 173,984
As at 31 December 2007 Cost Less Accumulated depreciation Net book amount
2,509 2,509
230,773 (155,693) 75,080
262,248 (169,203) 93,045
41,027 (38,718) 2,309
34 (29) 5
1,036 1,036
537,627 (363,643) 173,984
As at 31 December 2008, the gross carrying amount of the fully depreciated plant and equipment in the consolidated and the Companyâ&#x20AC;&#x2122;s financial statements that are still in use are Baht 91.60 million (2008 : Baht 89.74 million). The subsidiaries have mortgaged certain plots of land and construction thereon, buildings on leasehold land, building and land awaiting development with certain financial institutions as security against loans from such financial institutions and debenture as describe in note 21 and 22. The subsidiary capitalized interest on debentures relating to hotel construction for the years ended 31 December 2008 amounting to Baht 15.76 million.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
101
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
15. LEASEHOLD RIGHTS OF LAND AND BUILDINGS - NET The movements of leasehold rights of land and buildings for the years ended 31 December 2008 and 2007 were as follows:
(Unit : Thousand Baht)
Consolidated 2008
2007
Opening net book amount as at 1 January 2008 Acquisition of subsidiary Amortization during the period Impairment Currency translation Deduct from disposal investment in subsidiaries
163,540 113,980 (4,175) (15,701) 2,513 -
708,925 254,832 (19,935) (43,235) (171) (736,876)
Closing net book amount as at 31 December 2008
260,157
163,540
16. EXCESS OF COST OVER NET BOOK VALUE (Unit : Thousand Baht)
Consolidated 2008
2007
Excess of cost over net book value Less : Accumulated amortization Allowance for impairment Decrease from classification of investment
89,082 (24,923) (40,283) (23,876)
89,082 (24,923) (23,876)
Excess of cost over net book value - net
-
40,283
Amortization during the year
-
7,140
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
102
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 17. OTHER NON-CURRENT ASSETS (Unit : Thousand Baht)
Consolidated Land awaiting development Others Total
2008
2007
786,336 32,530 818,866
718,768 48,923 767,691
18. TRADE ACCOUNTS PAYABLE 2008
Total
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
2008 5,718 5,718
2007 6,028 6,028
(Unit : Thousand Baht)
Consolidated Trade accounts payable - Non related parties - Related parties (See Note 7)
The Company Only
68,454 15,482 83,936
2007 95,537 15,287 110,824
The Company Only 2008 19,629 53 19,682
2007 53,775 122 53,897
103
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
19. SHORT - TERM LOAN FROM OTHERS (Unit : Thousand Baht) As at 31 December
Consolidated 2008
2007
The Company Only 2008
2007
Promissory notes - local parties Short - term loans from overseas Company
30,670 106,406
37,225 84,092
30,670 -
37,225 -
Total
137,076
121,317
30,670
37,225
Promissory notes - local parties The Company has short-term loan from other local parties by issuing unsecured promissory note which bear interest at the rate of 5.75% and 8.25% per annum (2007 : 5.75% to 12.00% per annum) and due of payment not exceed 6 months.
Short - term loans from overseas company A subsidiary (Kyoto Resorts YK Company Limited) has unsecured short - term loans from an overseas company which is a shareholder of such subsidiary, bearing interest at the rate of 0.25 and 7.75 per annum, due for repayment depend on the demand of the lender.
20. OTHER CURRENT LIABILITIES (Unit : Thousand Baht)
Consolidated
The Company Only
2008
2007
2008
2007
Interest payable Accrued expenses Others
260,751 48,133 37,508
201,125 39,892 37,894
231,910 11,484 4,449
178,480 35,507 2,813
Total
346,392
278,911
247,843
216,800
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
104
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 21. LONG-TERM LOANS (Unit : Thousand Baht)
Consolidated 2008
2007
The Company Only 2008
2007
Long-term loans are repayable as follows : In one year or less
859,900
1,051,568
859,900
1,051,568
Long-term loans bear interest at the rates as stipulated in the agreements. As defaulted payment, the Company classified its long - term loans to current liabilities. The Company is negotiating to restructure the debt with a financial institution. Movement of long-term loans for the years ended 31 December 2008 is as follow :
(Unit : Thousand Baht) Brought forward balance as at 1 January 2008 Repayment Carried forward balance as at 31 December 2008
Consolidated
The Company Only
1,051,568 (191,668) 859,900
1,051,568 (191,668) 859,900
The subsidiary has mortgaged land awaiting development to secure long-term loans from financial institution. In addition, the Company has pledged the following ordinary shares of associates and related companies to secure long - term loans from financial institutions follows :
Associates UOB Apartment Property Fund One Other related companies Syntec Construction Public Company Limited Sansiri Public Company Limited
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
No. of ordinary shares (Million Shares)
Par value per share (Baht)
23
10
190 62.72
1 4
105
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
22. DEBENTURES On 21 December 2006, a subsidiary, Natural Hotel Panwa Limited, issued secured floating rate debentures with total initial amounts of Baht 860.52 million (860,522 debentures with par value of 1,000 Baht per share) redemption due within 3 years commencing from the date of issued (December 2009). The due for payment interest start from 15 September 2007, 15 March 2008 and on every month thereafter.
No of issue shares (Thousand Baht)
Interest rate (% per annum)
Proceed from debentures as at 31 December 2008 (Thousand Baht)
Proceed from debentures as at 31 December 2007 (Thousand Baht)
Collateral
Debenture A*
254,000
THBFIX Plus 3.3% per annum (announce on monthly basis by debenture holders’ representative)
254,000
254,000
1) Mortgage a subsidiary land and construction under hotel development
Debenture B
606,522
THBFIX Plus 5.3% per annum (announce on monthly basis by debenture holders’ representative)
321,223
135,000
2) All ordinary shares of subsidiary which held by the Company.
575,223
389,000
860,522
The conditions of issuance of the debentures include certain restrictions and covenants, such as the retain valuation of collateral and maintain total valuation of unredeemed debenture under 75% of the subsidiary’s asset. Moreover the subsidiary has a commitment to pay additional fee as follows: The Portion of Debentures (Baht) - Unpaid balances of debentures for construction - Unpaid balances of debentures for financing cost
Fee Rate (% per annum) 0.75% THBFIX Plus 5.3%
* Debenture A has right to receive interest and repayment principal before debenture B.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
106
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
Movement of debentures for the years ended 31 December 2008 and 2007:
(Unit : Thousand Baht)
Consolidated 2008
2007
Finance lease payable Less : Current portion of finance lease payable
389,000 186,223
289,000 100,000
Closing balance as at 31 December
575,223
389,000
The operations of the subsidiary have been affected by the bankruptcy process of Lehman Brothers Group in the U.S.A. Lehman Brothers Group is a major debenture holder of the subsidiary’s debentures to support its hotel construction project. As at 31 December 2008, proceed from issuing debentures to Lehman Brothers Group were at Baht 575.22 million. The remaining unused credit facility at Baht 285.30 million will not be drawn down. The subsidiary’s hotel construction project may be affected from such bankruptcy. In the forth quarter of 2008, the Company had been unable to repay the debenture’s interest to creditors
23. LIABILITIES UNDER FINANCE LEASE - NET (Unit : Thousand Baht)
Consolidated Finance lease payable Less : Current portion of finance lease payable
Finance lease payable - net
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
2008
2007
169,261 (27,173) 142,088
166,203 (9,705) 156,498
107
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
A subsidiary, Park Opera Company Limited, entered into the rental agreement at the “Siam Paragon Trade Center” with a company which is financial lease by using interest rate at 6% per annum for calculation. Annual rental fees will be paid under this contract as follows:
(Unit : Million Baht)
Rental rate per annum Years 1-3 Years 4-6 Years 7-9 Years 10-12 Years 13-15 Years 16-18 Years 19-21 Years 22-23
9.00 12.00 13.20 14.52 15.97 17.57 19.33 21.26
24. SHARE CAPITAL On 22 February 2008, the shareholder’s extraordinary meeting No. 1/2008 resolved to approve the following : 24.1 Reduction of the registered share capital from the existing amount of Baht 12,085,740,000 to Baht 8,057,456,000, divided into 8,057,456,000 ordinary shares, par value of Baht 1 per share, by canceling the registered ordinary shares of the Company which have not been issued in the amount of 4,028,284,000 shares, par value of Baht 1 per share, amount of Baht 4,028,284,000. The Company registered the reduction of share capital to the Ministry of Commerce on 26 February 2008. 24.2 Increment of registered share capital amount from Baht 8,057,456,000 to Baht 12,086,184,000 by issuing 4,028,728,000 ordinary shares with par value of Baht 1 per share, in proportion to the shares held by each shareholders at the ratio of 2 existing shares to 1 new share (If there is any fraction of common shares as computed from the said allotment, it will be disregarded). The offering price is Baht 0.05 per share with discount on ordinary share is Baht 0.95 per share. The Company registered the increase of share capital to the Ministry of Commerce on 27 February 2008. 24.3 The Company has completed the registration of change of the paid-up share capital from the existing amount of Baht 8,057,456,000 to Baht 12,086,184,000 as submitted to the Ministry of Commerce on 18 March 2008.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
108
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 25. OTHER INCOME (Unit : Thousand Baht)
Consolidated 2008 Interest income Dividend income Income from non-performing agreement Gain on exchange rate Other
3,775 14,430 59,421 3,646 81,272
The Company Only
2007 73,162 3 46,536 1,184 23,176 144,061
2008 26,958 25,240 55,355 1,518 109,071
2007 66,529 58,147 1,531 126,207
26. FINANCIAL INFORMATION BY SEGMENT The Company and subsidiariesâ&#x20AC;&#x2122; main business is property development for rental, which consists of service apartment and office building for rent, hotel and others related business. The financial information by segment of rental and service business, hotel business and others business in the consolidated financial statements as at 31 December 2008 and 2007 are as follows :
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
109
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 (Unit : Million Baht) For the year ends 31 December Consolidated Rental and service business 2008 Revenues Operating profit (loss) Reversal of accrued interest expense Other income Gain on disposal assets Administrative expenses Loss from debts guarantee Impairment loss on assets Impairment loss on investment Loss on disposal investment Share of loss from investments accounted under equity method Loss before interest expense and corporate income tax Interest expense Corporate income tax
98 25
2007 172 53
Hotel business
Other business
2008
2008
59 16
2007 222 (53)
51 51
2007 69 (14)
Total 2008 208 92 12 82
2007 463 (14) 144
346 (300) (482) (449) (637) (639) (57) (238) (324) (2,174) (46)
(101)
(1,629) (3,162) (165) -
(235) (18)
Net loss for the period
(1,794) (3,415)
Attributable to : Equity holders of the parent Minority interests
(1,801) (3,464) 7 49 (1,794) (3,415)
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
110
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
(Unit : Million Baht)
Rental and service business 2008 2007
Hotel business
Other business
2008
2008
2007
2007
Total 2008
2007
Property, plant and equipment - net Construction in progress Leasehold rights â&#x20AC;&#x201C; net Land awaiting development Other assets
175 1,230
190 2,500
318 367 121 293 187
334 71 8 226 138
140 493 19
155 493 20
493 367 261 786 1,436
524 71 163 719 2,658
Total assets
1,405
2,690
1,286
777
652
668
3,343
4,135
27. NUMBER OF EMPLOYEES The Company Only
Consolidated Number of employees as at year end (persons)
2008
2007
2008
2007
266
247
141
118
28. EXPENSES BY NATURE (Unit : Thousand Baht)
Significant expenses by nature are as follows : Consolidated 2008 Salary and wages and other employee benefits Cost of rental and services Cost of hotel business Cost of club operations Cost of restaurant business Depreciation and amortization Loss from debts guarantee Impairment loss on investments Loss on disposal of investments Impairment loss on assets
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
112,567 72,919 42,864 43,956 448,669 639,828 324,525 57,284
2007 162,640 119,330 275,665 65,404 17,304 186,494 637,307 2,174,352 238,402
The Company Only 2008 88,422 72,589 23,018 441,920 931,818 324,525 61,107
2007 72,632 57,836 23,014 634,307 119,264 2,084,740 -
111
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
29. CAPITAL MANAGEMENT The primary objectives of the Company’s and its subsidiaries’ capital management are to maintain their abilities to continue as a going concern and to maintain an appropriate capital structure. As at 31 December 2008, debt to equity ratio in the consolidated financial statements is 37.0:1.0 (the separate financial statements: debt to equity ratio is 3.2:1.0).
30. BANK GUARANTEES As at 31 December 2007, there were outstanding bank guarantees of approximately Baht 63 million issued by the banks on behalf of the Company and subsidiaries as required in the normal course of business.
31. COMMITMENTS 31.1 As at 31 December 2008, the Company had outstanding commitments under lease agreements covering the land where certain buildings belonging to the Company are situated. Under the lease agreements, the lease period is 30 years commencing from 1 March 1988 and the Company is committed to pay future rental at the rate specified in the agreements totaling Baht 10.97 million. 31.2 As at 31 December 2008, a subsidiary, Park Opera Company Limited, has outstanding commitments of Baht 18.52 million and USD 0.46 million under consultant and building design agreements. 31.3 As at 31 December 2008, a subsidiary, Natural Hotel Panwa Company Limited, has outstanding commitments under building design and decoration agreement amounting to Baht 177 million and USD 0.04 million. 31.4 As at 31 December 2008, a subsidiary, the Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd. (“the Joint Venture”), had outstanding commitments as follows: a) On 10 May 2005, the Joint Venture has entered into the agreement related to the Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project with the Treasury Department, Ministry of Finance. The Joint Venture will invest to develop the Ratchaphatsadu land to construct the
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
112
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
hotel and constructions and transfer the ownership right to the Treasury Department, whereby the Joint Venture will be entitled to the right to manage the constructed hotel for 30 years commencing from the date of the execution of the agreements. The Joint Venture paid the management fee to the Treasury Department in the amount of Baht 125 million on the date of entering into the agreements. In addition, the annual rental fees will be paid as follows: Years
Years 1 - 11 Years 12 - 16 Years 17 - 20 Years 21 - 30
Rental rate per annum (Million Baht)
3.30 30.00 40.00 100.00
b) Commitment of Baht 17.40 million, EURO 0.68 Million under agreement for Civil and Structural, Mechanical and Electrical and Architectural Services.
32. LITIGATION ISSUES a) The Company has the litigation issues in accordance to the business reorganization in the past as follow : 32.1 A shareholder, which was firstly the Companyâ&#x20AC;&#x2122;s debenture holder and been paid for debt, has filed the petition below 32.1.1 On 9 December 2004, a shareholder of the Company has filed the petition against the Company, other companies and involved person for violations of the Securities and Exchange Act B.E. 2535 and the Bankruptcy Act B.E. 2483. Currently, the case is in the consideration of the Southern Bangkok Criminal Court. 32.1.2 On 12 October 2005, the Central Bankruptcy Court dismissed the bankruptcy case as a result of the Company was not insolvent and not bankrupt which such shareholder had filed the bankruptcy case for the ground of debentures in the amount of Baht 200 million on 28 March 2000 and request the Central Bankruptcy Court to bring the case back for reconsidering on 4 May 2005. Subsequently, such shareholder had appealed the judgment of Central Bankruptcy Court to the Supreme Court. The case is presently under the consideration of the Supreme Court.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
113
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
32.2 On 26 August 2004, a financial institution which was paid for debt according to the rehabilitation plan, submitted the petition requesting the court to retrial for the civil case which file against the Company on 26 December 1997 to the Southern Bangkok Civil Court for the ground of loan in the amount of Baht 87.80 million. The case is presently under the consideration of the Southern Bangkok Civil Court. 32.3 On 29 November 2005, the official receiver of a financial institution has notified the Company to repay the interest of debenture in the amount of Baht 2.31 million which the Financial Sector Restructuring Authority had auctioned to other persons. The Company submitted the objection against the official receiver’s order to the Central Bankruptcy Court. On 25 December 2007, the Central Bankruptcy Court ordered the dismissal the Company from the debtor’s list of such financial institution. On 22 February 2008, the official receiver appealed to the order of the Central Bankruptcy Court and the case is still in the consideration of the Supreme Court. 32.4 On 27 October 2005, the official receiver of a financial institution has notified to the Company to repay the interest of debenture in the amount of Baht 31.91 million which the Financial Sector Restructuring Authority had auctioned to other persons. The Company submitted the objection against the official receiver’s order to the Central Bankruptcy Court. The case is presently under the consideration of the Central Bankruptcy Court. 32.5 On 2 February 2007, an asset management company which was paid for a whole amount of debt has filed the civil case against the Company to the Southern Bangkok Civil Court for the ground of loan and guarantee amount in the amount Baht 199.09 million that was before the Company entered into the business reorganization. The case is presently under the consideration of the Southern Bangkok Civil Court. 32.6 An asset management company (Right user for a financial institution) which was paid for debt according to the rehabilitation plan, submitted the petition requesting the court to retrial for the civil case which file against the Company on 24 October 1997 to the Southern Bangkok Civil Court for the ground of loan in the amount of Baht 49.71 million. The case is presently under the consideration of the Southern Bangkok Civil Court. b) On 21 May 2008, a subsidiary, Natural Project Chao Phraya Company Limited, was sued by a company, regarding on non-perform with the agreement and default in repayment on the outstanding balance of Baht 46.49 million with interest of 7.5% p.a. of principle Baht 40.2 million calculated from the date of filing suit to payment date with Prakanong Provincial Court. The Company was also sued as a co-defendant. The case is presently under the consideration of the Prakanong Provincial Court.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
114
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007 33. PROVISION FOR LIABILITIES Movements on provision for liabilities for the years ended 31 December 2008 were as follows : (Unit : Thousand Baht) Consolidated 1 January 2008 (Restate) Provision for liabilities from litigation Case 1 Case 2 Provision for liabilities from default rental charge
Additional
31 December 2008
Decrease
637,307
52,118 389,802 6,750
-
689,425 389,802 6,750
637,307
448,670
-
1,085,977
(Unit : Thousand Baht)
The Company Only 1 January 2008 (Restate) Provision for liabilities from litigation Case 1 Case 2
Additional
31 December 2008
Decrease
637,307 -
52,118 389,802
-
689,425 389,802
637,307
441,920
-
1,079,227
a) Provision for liabilities from litigation 1) On 17 August 2006, a financial institution under the rehabilitation plan has filed the civil case against the Company to the Southern Bangkok Civil Court for the ground of loan guarantee. On 6 July 2007, the Southern Bangkok Civil Court ordered the Company to pay principal of Baht 247.50 million and interest of 21% p.a. from 1 September 1996 onwards. Nonetheless, total interest calculated to the filing date will not exceed Baht 522.2 million. But in the case that the plaintiff receives debt repayment though the enforcement of this case will be reduced accordingly.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
115
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
Subsequently on 16 August 2007, the Company has appealed the judgment of the Southern Bangkok Civil Court on problem in utilizing unjust right in court, withheld information by the creditor and problem in enforcing the civil case which should not affect the assets that came from business rehabilitation for the overall economy as a public company, etc. At present, the case is being heard by the Appeal Court.
2) On 4 June 2008, the Southern Bangkok Civil Court sentenced the Company, as defendant in the case of issuing debentures, to pay principal by Baht 200 million and interest charges at 12.42% per annum from 20 November 1996 to 10 September 1997 and at 7.5% per annum from 11 September 1997 until the entire payment has been completed. Since the Company received the Court’s sentence in the third quarter, therefore, the Company recorded the provision for liabilities of the above order in 2008. 3) The management of the Company has considered such matter and viewed that although such liability happened 12 years in the past before the Company entered into the rehabilitation process, the current situation require the Company to compromise in order for the Company to lower the debt reserve burden and strengthen the Company’s financial status. Also, the settlement of the bankruptcy case is crucial for the Company’s survival. Therefore, the Meeting of the Board of Directors of the Company No. 3/2009 on 29 January 2009 resolved to enter into a compromise agreement with Ocean Life Insurance Co., Ltd. (“Ocean”) whereby the Company will pay Baht 200 million to settle such case. The payment will be done in installments as follow: 3.1 On the date of entering into a compromise agreement and the appeal court ordered accordingly, the Company will pay cash of Baht 75 million. 3.2 Within 15 March 2009, the Company will either transfer common shares in Bangkok Metro Public Company Limited amount of 50,968,148 shares or transfer other assets acceptable by Ocean or cash of Baht 19,893,270 million. 3.3 Within 15 April 2009, the Company will either transfer common shares in Bangkok Metro Public Company Limited amount of 134,645,926 shares or transfer other assets acceptable by Ocean or cash of Baht 52,553,365 million. 3.4 Within 15 October 2009, the Company will either transfer common shares in Bangkok Metro Public Company Limited amount of 134,645,926 shares or transfer other assets acceptable by Ocean or cash of Baht 52,553,365 million.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
116
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
Nonetheless, the payment in no 2 - 4 with shares or other assets have to be no liabilities attached. In addition, within 4 months after the Company has fully paid Ocean, Ocean will filed a statement to withdraw the appeal of the bankruptcy case of the Central Bankruptcy Court other cases that has Ocean as the plaintiff. On 3 February 2009, the Company has entered into a compromise Agreement and the appeal court ordered accordingly, thus, the Company paid cash of Baht 75 million to Ocean. This is made in accordance with the Compromise Agreement. b) Provision for liabilities from default rental charge The Subsidiary, Park Opera Company Limited, defaulted to repayment of rental charge under the lease agreement at the â&#x20AC;&#x153;Siam Paragon Trade Centerâ&#x20AC;? (Note 23) since the Company has encountered the crisis in confidence. As defaulted payment, the subsidiary recorded provision for liabilities at the rate of 18% per annum of defaulted rental charge and the lessor shall have the right to cancel such agreement. At present, the Company is seeking a finance resource to develop the project.
34. PRIOR YEAR ADJUSTMENTS In the re-consideration on the judgment of the Court, the Company founded that the Company under-recorded the provision for liabilities from litigation (Note 33) in the portion of interest due to misunderstanding in the judgment. The Company has therefore made retroactive adjustments to its financial statements. The effects of the mentioned retroactive adjustment to to the consolidated financial statements and the company financial statements are as follows: (Unit : Thousand Baht) Consolidated financial statements and the company financial statements Increase in provision for liabilities and deficit at December 31, 2007 Increase in loss from debts guarantee for the year ended
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
67,161 67,161
117
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
35. FINANCIAL INSTRUMENTS The Company and its subsidiary companies do not hold or issue derivative instruments for speculative or trading purposes. 35.1 Interest rate risk The interest rate risk its the risk that future movements in market interest rates will affect the results of the Company and its subsidiaries’ operations and their cash flows. The Company and its subsidiaries exposure to interest rate risk relate primarily to their deposits with/loan from financial institutions, promissory notes and debentures. The Company and its subsidiaries do not use derivative financial instruments to hedge such risk. (Unit : Thousand Baht) Book value as at 31 December 2008 Consolidated
The Company Only
Floating rate
Fixed rate
226,227 -
46,962 30,670
273,189 30,670
859,899 575,223
106,406 -
106,406 859,899 575,223
Deposits at financial institutions Short-term loans to subsidiaries Promissory notes - local parties Promissory notes - overseas company Long-term loans Debentures
Total
Floating rate
Fixed rate
Total
22,799 153 22,952 - 1,214,561 1,214,561 30,670 30,670 859,899 -
-
859,899 -
Percentage of interest rate
0.75%-2.60%, 2.00% - 2.50% 0.25%, 1.00%, 6.00%, 7.27%, 7.75% 5.75%, 8.25%, 9.00%, 12.00% 0.25%, 7.75% MLR, default 15.00% 6.758%, 8.591%
35.2 Credit risk The Company and its subsidiaries are exposed to credit risk primarily with respect to trade accounts receivable from the hotel, space rental, and property development businesses. However, due to the large number and diversity of the entities comprising the Company and its subsidiaries’ customer base, the Company and its subsidiaries do not anticipate material losses from debt collection. 35.3 Foreign currency risk The Company and subsidiary companies’ exposure to foreign currency risk relates principally to their receivables, payables, loans which are denominated in foreign currencies. In addition to these transactional exposures, the Company is also exposed to the effect of foreign exchange movements on its investments in foreign subsidiary companies, which currently are not hedged by any derivative financial instrument.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
118
NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
The following is a summary of significant unhedged foreign currency-denominated assets and liabilities as at 31 December 2008:
(Unit : Thousand Baht)
Consolidated Foreign currency US dollars Euro Yen HK dollars SG dollars
The Company Only
Assets
Liabilities
Assets
Liabilities
-
444 45 60 97
632,037 -
25 3 60 -
35.4 Fair value Since the majority of the financial assets are short-term and that the loans carry interest at rates close to current market rates, the management believes that the fair value of financial assets and liabilities does not materially differ from their carrying value.
36. SUBSEQUENT EVENT On 2 February 2009, the Shareholders approved the significant resolution of the Extraordinary General Meeting of Shareholders No. 1/2009 as follow: 1. The meeting of the Board of Directors of the Company No. 8/2008 on 13 November 2008 and the meeting of the Board of Directors of the Company No. 9/2008 on 20 November 2008 resolved to approve the increase of the registered capital of Baht 24,172,368,000 from the registered share capital of Baht 12,086,184,000 to Baht 36,258,552,000 by issuing 24,172,368,000 ordinary shares with par value of Baht 1 per share and the increase shares will be allotted and offered to the existing shareholders of the Company in proportion to the number of shares held by each shareholders at the ratio of 1 existing share to 2 new shares at the offering price of Baht 0.02 per share.
Nonetheless, the Extraordinary General Meeting of the shareholders No. 1/2009 resolved to change the Board of Directorsâ&#x20AC;&#x2122; proposal by a majority votes of 4,775,205,721 votes in favor or 98.61 percent of all shares held by the shareholders attending the Meeting and having the right to votes, 23,158,202 votes against or 0.48 percent of all shares held by the shareholders attending the Meeting and having the right to vote and 44,242,450 abstaining votes or 0.91 percent of all shares held by the shareholders attending the Meeting and having the right to vote approved the increase of the registered capital of Baht 48,344,736,000 from the registered share capital of Baht 12,086,184,000 to Baht 60,430,920,000 by issuing 48,344,736,000 ordinary shares with par value of Baht 1 per share and the increase shares will be allotted and offered to
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
119
NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
the existing shareholder of the Company in proportion to the number of shares held by each shareholders at the ratio of 1 existing share to 4 new shares at the offering price of Baht 0.01 per share. Other details are as follows. 1) 48,344,736,000 ordinary shares with par value of Baht 1 per share to be allotted and offered to the existing shareholders of the Company whose name appear on the shareholders registered book on 26 December 2008 in proportion to the shares held by each shareholders at the ratio of 1 existing share to 4 new shares at the offering price of Baht 0.01 per share and the subscription and payment period for the purchase of the increased ordinary shares will be during 12-13, 16-18 February 2009 at 9.00 am â&#x20AC;&#x201C; 3.30 pm. (amount of money received from the sale of shares upto 18 February 2009 is Baht 346.99 million with 13,645,942,787 shares remaining). 2) In the case there is remaining unsubscribed ordinary shares from the subscription by the existing shareholders on a prorate basis or any reasons, the existing shareholders shall be entitled to subscribe for the additional shares exceeding their rights at the same offer price of Right offering as mentioned in No. 1) Whereby authorized the Executive Director to consider the allocation of the remaining unsubscribed shares to the existing shareholders who intend to subscribe and purchase the additional shares exceeding their rights according to the below condition: i. In case of the remaining unsubscribed shares are less than the shares expressed to be subscribed by existing shareholders they shall be allocated to each existing shareholder, who intend to subscribe additional shares exceeding their right. The allocation for each shareholder is equal to the proportion of the shareholders existing ordinary shares who intend to subscribe additional shares exceeding their right. In this regards, the above allocation procedure shall be repeated until there is no remain unallocated right, which deems appropriate by the Executive Director. Within 14 days from the last day of the subscription period, the Company shall refund the subscription amount for the ordinary shares that have not been additionally allocated to the existing shareholders as mentioned above without interest. ii. In case of the number of remaining unsubscribed shares are greater than the shares expressed to be subscribed by existing shareholders, they shall be allocated to all existing shareholders who intend to subscribe for additional shares exceeding their rights and have fully paid the subscription amount.
3) In the case there is remaining unsubscribed ordinary shares from the allocation in No.1) and 2) above, it shall be allotted and offered to the private placement to investors or institutions according to the Notification of the Office of the Securities Exchange Commission No. Kor Jor 12/2543 Re: the Application and Permission for Offering Newly Issued Shares. Hereby authorize the Board of Directors to allot and offer in all or partial as deem appropriate and have the authority to determine the offering price, the subscription period and payment date. 4) Authorized the Board of Director s have the authority to take any action necessary as appropriate regarding the offering of such increase ordinary shares, which include changing the subscription period and payment date and determine other conditions and details in issuing and offering of such increase shares as deem appropriate.
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NOTES TO FINANCIAL STATEMENTS Natural Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
5) The Company shall be entitled to register the change of the paid-up capital with the Public Companies Registrar from time to time in accordance with the periodic payments of the subscribing shareholders without first requiring all subscribing shareholders to make payments in full.
2. Resolved by a majority vote approved the sale of 667 ordinary shares in Kyoto Resorts YK (“Kyoto”) or 66.70 % of the paid-up capital and the sale of loan and accrued interest receivable from Kyoto at the price of not lower than USD 5 million to the purchaser who are not connected person under the Notification of the Board of Stock Market Regulator. Also, authorize the Board of Directors or any persons authorize by the Board of Directors to negotiate, sign in related documents and agreements or any other actions necessary to negotiate and give consent on the sale of shares and loan and accrued interest receivable from Kyoto. 3. Resolved by a majority vote approved the sale of 23,000,000 units in UOB Apartment Property Fund One (“UOBAPF”) or 27.06 % of the paid-up units to the purchaser who are not connected person under the Notification of the Board of Stock Market Regulator and authorized the Board of Directors to determine the selling price of not lower than UOBAPF’s closing price as appear in the Stock Exchange of Thailand on the day before the Board of Directors Meeting has resolved to determine the selling price. Also, authorized the Board of Directors or any person authorized by the Board of Directors to negotiate, sing in related documents and agreements or any other actions necessary to negotiate and give consent on the sale of unit in UOBAPF. 4. Resolved by a majority vote approved the sale of 320,260,000 ordinary shares in BMCL or 2.68 % of the paid-up shares to the interested investors who are not connected person under The Board of Stock Market Regulator by determining new selling price by authorized the Board of Directors to determine the selling price of not lower than 75 % of BMCL’s closing price as appear in the Stock Exchange of Thailand on the day prior the Board of Directors Meeting which resolved to determine the selling price. Also, authorized the Board of Directors or any person authorized by the Board of Directors to negotiate, sing in related documents and agreements or any other actions necessary to negotiate and give consent on the sale of such ordinary shares in BMCL. 5. Resolved by a majority vote approved the sale of 62,721,231 ordinary shares in Sansiri Public Company Limited (“SIRI”) or 4.26 % of the paid-up shares to the interested investors who are not connected person under The Board of Stock Market Regulator by determining new selling price by authorized the Board of Directors to determine the selling price at the of price of not lower than SIRI’s closing price as appear in the Stock Exchange of Thailand on the day prior the Board of Directors Meeting which resolved to determine the selling price. Also, authorized the Board of Directors or any person authorized by the Board of Directors to negotiate, sing in related documents and agreements or any other actions necessary to negotiate and give consent on the sale of such ordinary shares in SIRI.
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NOTES TO Natural FINANCIAL STATEMENTS Park Public Company and Its Subsidiaries For the years ended 31 December 2008 and 2007
6. Resolved by a majority vote approved the sale of 190,000,000 ordinary shares in Syntec Construction Public Company Limited (“SYNTEC”) or 11.88 % of the paid-up shares to the interested investors who are not connected person under The Board of Stock Market Regulator by determining new selling price by authorized the Board of Directors to determine the selling price at the of price of not lower than SYNTEC’s closing price as appear in the Stock Exchange of Thailand on the day prior the Board of Directors Meeting which resolved to determine the selling price. Also, authorized the Board of Directors or any person authorized by the Board of Directors to negotiate, sing in related documents and agreements or any other actions necessary to negotiate and give consent on the sale of such ordinary shares in SYNTEC.
Subsequently, on February 11, 2009, the Company has completed the registration of the increase of registered share capital amount from the registered share capital of Baht 12,086,184,000 to Baht 60,430,920,000 by issuing 48,344,736,000 ordinary shares with par value of Baht 1 per share to the Department of Business Development, Ministry of Commercial. The Company has completed the registration of change of the paid-up capital from the existing amount of Baht 12,086,184,000 to Baht 46,784,977,213 as submitted to the Department of Business Development, Ministry of Commerce, on February 24, 2009.
37. GOING CONCERN OF THE COMPANY The Company has suffered recurring loss from operations. Net loss for the year ended 31 December 2008, amounting to Baht 1,646.81 million. The Company is in the process of debts restructuring with other finance institute (Note 21), a subsidiary had been unable to repay the debenture’s interest in the forth quarter of 2008 and its debenture has redemption due in December 2009 (Note 22), as shown in the balance sheet, the Company’s current liabilities exceeded its current assets as at December 31, 2008 by Baht 971.61 million, the company and subsidiary have contingent liabilities form litigating (Note 32), provision for liabilities from litigation and a subsidiary has defaulted payment (Note 33) and is seeking a finance resource to develop the project at present. As a result, the continuing operation of the Company in the future substantially depends on (a) the success of the restructuring debt and (b) its ability to operate successfully in the future and has adequate cash flows from operations. These matters indicate the existence of a significant uncertainty about the Company’s and subsidiaries’ ability to continue its operation as a going concern. Accordingly, they do not include any adjustments relating to the recoverability of the carrying value and classification of assets or the amount and classification of liabilities that might be necessary should the Company be unable to continue its operation as a going concern.
38. APPROVAL OF THE FINANCIAL STATEMENTS The financial statements were approved for issue by the Company’s Board of Directors on 27 February 2009.
NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS
79
58
62
2. Mr. Chaiwat Atsawintarangkun - Chairman of the Audit Committee - Independent Director
3. Mr. Sakthip Krairiksh - Audit Committee - Independent Director
Age (Years)
1. M.R. Kasemsamosorn Kasemsri - Chairman of the Board
Name-Surname Current Position (The Company)
ATTACHMENT
122
Master of Education (Curriculum and Teaching Methodology), Beijing Languages and Cultural University Master of Business Administration, Thammasat University Thai Barrister-at-Law Bachelor of Arts in Chinese Languages (Trade & Economics), Beijing Languages and Cultural University L.L.B. Literature of Law, Ramkhamhaeng University Bachelor of Science in Business Administration, Ramkhamhaeng University Participated in the Directors Accreditation Program (DAP), Director Certification Program (DCP), Audit Committee Program (ACP) from Institute of Directors BA, Political Science, Boston University, USA Participated in the Directors Accreditation Program (DAP) from Institute of Directors
M.A.(Cantab) Economic and International Law, The University of Cambridge, UK Participated in the Directors Accreditation Program (DAP) from Institute of Directors
Educational Qualification
-
-
-
Percentage of Securities holding As of 31/12/08
-
-
-
Relationship with the management
2007 - Present 2003 - 2006 2005 - Present 2004 - Present 2006 - Present 2004 - 2007 2004 - 2006 2001 - 2004 1999 - 2001
2007 - Present 2005 - Present 2005 - Present 2005 - Present 2004 - Present 2004 - Present 2003 - Present 2003 - Present 2003 - Present 2002 - Present 2000 - Present 1997 - Present 1996 - Present
2003 - Present Present Present Present 2001 - 2005 2000 - 2004 1995 - 1996 1991 - 1992 1987 - 1991 1986 - 1991 1981 - 1986
Duration
Companiesâ&#x20AC;&#x2122; name
Audit Committee Independent Director Audit Committee Independent Director Chairman of the University Council; Rajmongkol University Permanent Secretary of the Ministry of Tourism and Sports Chaiman Ambassador to the United States of America Ambassador to Japan
Chairman of the Audit Committee Chairman of the Audit Committee Audit Committee Director Chairman of the Audit Committee Director Director Director Director Director Director Director Director
The International Engineering Public Company Limited
Natural Park Public Company Limited Natural Park Public Company Limited SMC Motors Public Company Limited Thai Beverage Public Company Limited
Merchant Partners Securities Limited Natural Park Public Company Limited Eastern Printing Public Company Limited Boathouse Hua Hin Company Limited Krungthai Car Rent and Lease Public Company Limited Andaman Long Beach Resort Company Limited Krabi Southern Beach Company Limited Chiangmai Hot Spring Company Limited Syntec Construction Public Company Limited Great China Millennium (Thailand) Company Limited Bright Lilly (Thailand) Company Limited Prospect Consulting Company Limited Francium Development Company Limited
Chairman of the Board Natural Park Public Company Limited Honorary Chairman Thailand-U.S. Business Council Member of the Eminent Persons Group on the Asean Charter Member of the Eminent Persons Group on the Asean-China Member of Parliament, House of Representative Chairman of the Advisory Board Cerberus Thailand, LLC. Minister of Foreign Affairs and Deputy Prime Minister Minister of the Prime Minister Office and Deputy Prime Minister Senator Permanent Secretary of the Ministry of Foreign Affairs Thai Ambassador to the United States of America and Jamaica
Position
Professional Experience for last 5 years
Details of all directors and management of the Company
NATURAL PARK PUBLIC COMPANY LIMITED DETAILS OF ALL DIRECTORS AND MANAGEMENT OF THE COMPANY
41
5. Mr. Sermsin Samalapa - Chief Executive Officer (Authorized Director) - President of the Executive Committee
Master of Science in Real Estate Development, Massachusetts Institute of Technology (MIT), USA Bachelor of Architecture, Chulalongkorn University Participated in the Directors Accreditation Program (DAP) from Institute of Directors
LL.B., Thammasart University Participated in the Directors Accreditation Program (DAP) from Institute of Directors
Educational Qualification
NATURAL PARK PUBLIC COMPANY LIMITED DETAILS OF ALL DIRECTORS AND MANAGEMENT OF THE COMPANY
75
Age (Years)
4. Mr. Thavisakdi Tanta-Nanta - Audit Committee - Independent Director
Name-Surname Current Position (The Company)
0.41%
-
Percentage of Securities holding As of 31/12/08
-
-
Relationship with the management
General Manager Sales Manager
1978 - 1981 1974 - 1978
President and Chief Executive Officer Director Director Director Director Director Director Director Director Director Director Director Chairman Managing Director Managing Director and Founder Managing Director
Sales and Marketing Manager General Manager
1990 - 1993 1981 - 1990
2003 - Present Present Present Present Present Present Present Present Present Present Present Present 2003 - 2005 1999 - 2002 1997 - 1999 1990 - 1993
Director Director Senior Vice President, Planning and Managing General Manager
Position
2003 - Present 2005 - Present 1995 - 1997 1993 - 1995
Duration
Companiesâ&#x20AC;&#x2122; name
Natural Park Public Company Limited Natural Hotel Sukhumvit Company Limited Natural Hotel Siam Company Limited Natural Hotel Panwa Company Limited Natural Hotel Chaopraya Company Limited Natural Park Ville Company Limited Natural Real Estate Company Limited Park Opera Company Limited Natural Project Chaopraya Company Limited Richee Property Management Company Limited Park Cuisine Company Limited Park Gourmet Company Limited Pacific Assets Public Company Limited Thai Portal Company Limited Digital Assets Company Limited Ideal Architect Company Limited
123
Natural Park Public Company Limited PAE (Thailand) Public Company Limited Thai Airways Public Company Limited Thai Airways Public Company Limited, Office of Peopleâ&#x20AC;&#x2122; s Republic of China Thai Airways Public Company Limited, Head office Thai Airways Public Company Limited, Office of The Kingdom of Saudi Arabia, Gulf and Oman Thai Airways Public Company Limited, Office of Republic of China (Taiwan) Thai Airways Public Company Limited, Kingdom of Nepal
Professional Experience for last 5 years
Details of all directors and management of the Company
ATTACHMENT
45
40
7. Mr. Weerawat Wattanatchariya - Director (Authorized Director) - Executive Committee
Age (Years)
6. Mr. Paisarn Tangyuengyong - Director (Authorized Director) - Executive Committee
Name-Surname Current Position (The Company)
ATTACHMENT
124
J.L. Kellogg Graduate School of Management, Northwestern University, USA Bachelor of Science, Electrical Engineering, Chulalongkorn University Participated in the Directors Accreditation Program (DAP) from Institute of Directors
Master and Bechelor of Science, Mechanical Engineering, University of Wisconsin, Madison, USA Participated in the Directors Accreditation Program (DAP) from Institute of Directors
Educational Qualification
-
-
Percentage of Securities holding As of 31/12/08
-
-
Relationship with the management
2007 - Present Present Present Present Present Present Present Present Present Present 2006 - Present 2000 - 2007
2003 - Present Present Present Present Present Present Present Present Present Present Present Present Present 2003 - 2005
Duration
Executive Officer Director Director Director Director Director Director Director Director Director Director Director
Executive Officer (Construction) Director Director Director Director Director Director Director Director Director Director Director Director Director
Position
Companiesâ&#x20AC;&#x2122; name
Natural Park Public Company Limited Natural Hotel Sukhumvit Company Limited Natural Hotel Panwa Company Limited Natural Hotel Chaopraya Company Limited Natural Park Ville Company Limited Natural Real Estate Company Limited Park Opera Company Limited Natural Project Chaopraya Company Limited Richee Property Management Company Limited Park Gourmet Company Limited Amphawa Restaurants Company Limited Business Commercial Networks Company Limited
Natural Park Public Company Limited Natural Hotel Sukhumvit Company Limited Natural Hotel Siam Company Limited Natural Hotel Panwa Company Limited Natural Hotel Chaopraya Company Limited Natural Park Ville Company Limited Natural Real Estate Company Limited Park Opera Company Limited Natural Project Chaopraya Company Limited Richee Property Management Company Limited Park Cuisine Company Limited Park Gourmet Company Limited Syntec Construction Public Company Limited Pacific Assets Public Company Limited
Professional Experience for last 5 years
Details of all directors and management of the Company
NATURAL PARK PUBLIC COMPANY LIMITED DETAILS OF ALL DIRECTORS AND MANAGEMENT OF THE COMPANY
45
9. Ms. Nuttapun Giramethakul - Management 10. Mr. Pisit Rojanavanich - Management
Master of Business Administration, Thammasat University Certificate in Auditing Bachelor of Accounting, Thammasat University Bachelor of Accounting, Thammasat University Bachelor of Accounting, Chulalongkorn University Master of Science, Architecture Studies, Building System Massachusetts Institute of Technology (MIT), USA Bachelor of Architecture, Chulalongkorn University
Educational Qualification
NATURAL PARK PUBLIC COMPANY LIMITED DETAILS OF ALL DIRECTORS AND MANAGEMENT OF THE COMPANY
53
50
Age (Years)
8. Ms.Urai Loal - Management
Name-Surname Current Position (The Company)
-
0.000004%
0.000004%
Percentage of Securities holding As of 31/12/08
-
-
-
Relationship with the management
2001 - Present 1991 - 2001 2004 - Present 1996 - 2003
2001 - Present 1988 - 2001
Duration
Senior Vice President Head of Accounting Department Senior Vice President Senior Project Manager
Executive Vice President Deputy Managing Director
Position
Companiesâ&#x20AC;&#x2122; name
Natural Park Public Company Limited Natural Park Public Company Limited Natural Park Public Company Limited Natural Park Public Company Limited
Natural Park Public Company Limited Natural Park Public Company Limited
Professional Experience for last 5 years
125
Details of all directors and management of the Company
ATTACHMENT
4
Kasemsri Atsawintarangkun Krairiksh Tanta-Nanta Samalapa Tangyuenyong Wattanatchariya Loal Giramethakul Rojanavanich
x xx /// /// // // // -
Note : X = Chairman of the Board xx = Chairman of Audit Committee Natural Venture Co., Ltd. is in the dissolution and liquidation process.
1. M.R. Kasemsamosorn 2. Mr. Chaiwat 3. Mr. Sakthip 4. Mr. Thavisakdi 5. Mr. Sermsin 6. Mr. Paisarn 7. Mr. Weerawat 8. Ms. Urai 9. Ms. Nuttapun 10. Mr. Pisit
/ / / / = Directors
/ / // = Executive Officers
/ / / -
/ / / -
6
/ / / -
Park Opera Co., Ltd.
/// = Audit Committee
/ / / -
5
Hotel Natural Hotel Natural Hotel Natural Park Natural Real Natural Park Natural Sukhumvit Panwa Chaopraya Ville Co., Ltd. Estate Co., Pcl. Co., Ltd. Co., Ltd. Co., Ltd. Ltd.
3
Name of Directors
2
Subsidiary Company
Company 1
ATTACHMENT
126
/ / / -
Natural Project Chaopraya Co., Ltd.
7
/ / / -
8 Richee Property Management Co., Ltd.
/ / / -
Park Gourmet Co., Ltd.
9
-
Kyoto Resorts YK
10
Details of the directors and managements in subsidiary, associated and related companies
Name of Companies
NATURAL PARK PUBLIC COMPANY LIMITED DETAILS OF THE DIRECTORS AND MANAGEMENT IN SUBSIDIARY, ASSOCIATED AND RELATED COMPANIES
Kasemsri Atsawintarangkun Krairiksh Tanta-Nanta Samalapa Tangyuenyong Wattanatchariya Loal Giramethakul Rojanavanich // = Executive Officers
/// = Audit Committee
/ / -
/ = Directors
Natural Hotel Siam Co., Ltd.
Associated Companies UOB Apartment Property Fund 1
NATURAL PARK PUBLIC COMPANY LIMITED DETAILS OF THE DIRECTORS AND MANAGEMENT IN SUBSIDIARY, ASSOCIATED AND RELATED COMPANIES
Note : X = Chairman of the Board xx = Chairman of Audit Committee
1. M.R. Kasemsamosorn 2. Mr. Chaiwat 3. Mr. Sakthip 4. Mr. Thavisakdi 5. Mr. Sermsin 6. Mr. Paisarn 7. Mr. Weerawat 8. Ms. Urai 9. Ms. Nuttapun 10. Mr. Pisit
Name of Directors
Name of Companies
/ / -
Park Cuisine Co., Ltd.
127
associated and related companies
ATTACHMENT Details of the directors and managements in subsidiary,
Kasemsri Atsawintarangkun Krairiksh Tanta-Nanta Samalapa Tangyuenyong Wattanatchariya Subhavanich Weerachatsakul David Chung Kato
2
3
4
5
/ / / / -
/ / / -
/ / / -
/ / / -
/ / / -
/ / / -
Park Opera Co., Ltd.
6
Subsidiary Company
Natural Hotel Natural Hotel Natural Hotel Natural Park Natural Real Sukhumvit Panwa Chaopraya Ville Co., Ltd. Estate Co., Co., Ltd. Co., Ltd. Co., Ltd. Ltd.
1
ATTACHMENT
128
/ / / -
Natural Project Chaopraya Co., Ltd.
7
/ / / -
8 Richee Property Management Co., Ltd.
/ / / -
Park Gourmet Co., Ltd.
9
/ /
Kyoto Resorts YK
10
Details of the Directors in subsidiary companies
Remark : 1. / = Directors 2. Natural Venture Co., Ltd. is in the dissolution and liquidation process.
1. M.R. Kasemsamosorn 2. Mr. Chaiwat 3. Mr. Sakthip 4. Mr. Thavisakdi 5. Mr. Sermsin 6. Mr. Paisarn 7. Mr. Weerawat 8. Mr. Thowthawal 9. Mrs. Angsana 10. Mr. Christopher 11. Mr. Masamichi
Name of Directors
Name of Companies
NATURAL PARK PUBLIC COMPANY LIMITED DETAILS OF THE DIRECTORS IN SUBSIDIARY COMPANIES