Annual 2012 ENG...in Japan, bought Kiroro Resort from Mitsui Fudosan Resort Company Limited. The ski...

Thailand’s economy in 2012

expanded 5.5% on private consumption

and inves tment . Coup led w i th

improvement in consumer confidence

and brisk housing demand, the property

market effectively recovered from the

2011 flood disaster. Early in the year,

property sale at heavily-flooded areas

slumped as buyers delayed decision,

fearing another strike in 2012. Demand

was clearly shifted towards condominiums,

leading to the launch of more (high-rise)

condominium projects. In the first half

of 2012 (January-June), 36,300 new

condominium units hit the market, 270%

above13,400 low-rise units. In the

second half, confidence in low-rise

development among consumers and

developers recovered. The government’s

clear plans towards short-term and

long-term flood prevention convinced

them that Bangkok and peripheral

provinces will not again experience a

disaster like in 2011. This allowed the

industry’s annualized sale to rise above

the pre-disaster level.

At Property Perfect Public Company

Limited, the flood-prevention plans were

drawn up to restore customers’

confidence, allowing us to register a 13%

increase in consolidated sale revenue

to Bt9,094 million. Of total, low-rise

projects contributed Bt7,489 million and

high-rise Bt1,181 million, or 82% and

13%. Contributing the rest was land sale

(Bt148 million) and hotel business

(Bt276 million). In the fourth quarter, the

Company consolidated the operating

results of Share Group (SG). The

69.01%-owned subsidiary, set up for

property and hotel business development

in Japan, bought Kiroro Resort from

Mitsui Fudosan Resort Company Limited.

The ski resort in Sapporo on Hokkaido

Island covers 292 rai in total area, locating

two hotels (buildings) with 422 rooms.

The purchase included all properties in

the hotels and ski equipment.

The Company maintains its focus

on low-rise and high-rise development,

enticing new buyers with new designs

that boast modern look and usable

space efficiency. The Company was

consequently recognised as an outstanding

developer, through the “Thailand

Property Awards 2012” for the Perfect

Masterpiece Rattanathibet project. In

the year, Perfect Place Rangsit was

also named an outstanding private

development project (single house). In

the condominium segment, the MOFF

design (Maximum of Flexible Function)

was introduced in the middle of the year,

as the first-of-its-kind innovation for

high-rise development. Having been

warmly we lcomed , the des ign

differentiates the Company’s products

from others’ by increasing usable space

through the ceiling as high as 4 meters

against the conventional 2.4- meter

height. Another good news is after the

par split from Bt6 to Bt1 and rights

offering, the Company’s share-trading

liquidity increased and that earned it a

place on the list of the Stock Exchange

of Thailand’s top 100 companies

(SET100).

Message from

the Board of Directors

02

ANNUAL REPORT2012

PROPERTY PERFECT PUBLIC COMPANY LIMITED

In 2013, the government ’s

approva l fo r the Bt2 .2 t r i l l i on

infrastructure investment, over 80% of

which or Bt1.6 trillion earmarked for rail

development, will directly send a positive

impact on the Company’s land bank.

Under the government’s plan, concrete

development plans of several mass

transit lines are unveiled. The Company’s

land bank, encompassing 2,200 rai

along mass transit routes in Bangkok

and peripheral provinces, could locate

new development projects with combined

value of up to Bt71,000 million. The

Company will maintain its focus on

opening new projects along mass transit

routes. The Company is convinced that

low-rise housing demand will resume,

as both developers and consumers are

assured of no future flood disaster. Plus,

unclear details of the new City Plan will

affect the cost of land for high-rise

development. Condominium demand is

expected to fall due to higher unit prices.

Meanwhile, the low interest rates and

higher purchasing power will benefit the

real estate industry as a whole. The

Company plans a total of 21 projects

with combined value of Bt27,550 million;

15 single-house and townhouse projects

worth Bt18,350 million, and 6 condominium

projects worth Bt9,200 million. Some

will be located in new locations like

Krungthep Kreetha, Chaeng Wattana,

Pattanakarn, Bangna, Prachachuen and

Phetkasem. In light of higher purchasing

power of provincial residents and

greater transport convenience, the

Company plans expansion to provinces,

initially with a condominium project in

Hua Hin and a detached housing project

in Chiang Mai. On top of this, the

Company is committed to further

launching distinguished home and

condominium designs to highlight

modern look and space efficiency.

Meanwhile, construction quality will be

enhanced through the increase of prefab

works from 50% to 70%, which should

speed up the construction works and

allow quicker transfers and income

realization. This will also address the

acute labor shortage.

On behalf of the Board of Directors,

we wish to extend gratitude to all

shareholders, customers, investors,

business partners, and financial

institutions who have thrown positive

supports to the Company. Thanks also

go to all executives and employees who

patiently and devotedly completed their

tasks throughout the past year.

Dr.Tawatchai Nakata

Chairman

Mr. Chainid Ngow-sirimanee

Chief Executive Officer

03

Name : Property Perfect Public Company Limited

Head Office : 17th Flr., Vorasombat Bldg.

100/1 Rama IX Road, Huaykwang, Bangkok.

Tel. 02-245-6640-7 Fax. 02-247-3328

Type of Business : Real Estate Development, with focus on housing development for sale

in Greater Bangkok under brands as follow;

Maneerin Lake Park

Perfect Park

Perfect Place

Perfect Masterpiece

The Metro

The Villa

Modi Villa

Metro Park

Metro Sky

The Sky

iCondo

Uniloft

No. of Paid-up Share : 5,641,047,963 Shares (31 December 2012)

Par Value : Baht 1

Paid-up Capital : Baht 5,641,047,963

Company Information

04

ANNUAL REPORT2012


Investment in Other Companies

Name and AddressRegistered

Capital (MB)Paid-up

Capital (MB)

Percentage of

InvestmentType of

Business

Estate Perfect Co., Ltd.100/1 Vorasombat Bldg., 17th Flr., Rama IX Road, Huaykwang, Bangkok.Tel. 02-245-6640-7 Fax. 02-246-0733

1,200 1,200 100% Real Estate Development

Bright Development Bangkok Co., Ltd. 100/1 Vorasombat Bldg., 17th Flr., Rama IX Road, Huaykwang, Bangkok. Tel. 02-245-6640-7 Fax. 02-246-0733


Residence Number Nine Co., Ltd.100/1 Vorasombat Bldg., 17th Flr., Rama IX Road, Huaykwang, Bangkok. Tel. 02-245-6640-7 Fax. 02-246-0733


Property Perfect International Pte. Ltd.1 Raffles Place, #28-02 One Raffles Place,Singapore 048616

1 (SGD) 1 (SGD) 100 % Oversea Real Estate Development

We Retail Public Company Limited (Formerly Name: Daidomon Group Plc.)100/1 Vorasombat Bldg., 17th Flr., Rama IX Road, Huaykwang, Bangkok.Tel. 02-245-6640-7 Fax. 02-246-0733

4,132 3,996 91.05% Real Estate Development Shopping Centerand CommercialArea

U & I Construction Bangkok Co., Ltd.100/89 Vongvanich B Bldg., 27th Flr., Rama IX Road, Huaykwang, Bangkok.Tel. 02-246-2095 Fax. 02-246-2020

100 100 100% Real EstateConstruction

Perfect Sport Club Co., Ltd.100/52 Vongvanich B Bldg., 19th Flr., Rama IX Road, Huaykwang, Bangkok. Tel. 02-645-1406-8 Fax. 02-645-1409

5 5 100% Manage Fitness and Clubhouse

Uniloft Service (Thailand) Co., Ltd.100/1 Vorasombat Bldg., 17th Flr., Rama IX Road, Huaykwang, Bangkok.Tel. 02-245-6640-7 Fax. 02-246-0733

0.1 0.1 99.70% Service Apartment

Perfect Prefab Co., Ltd. 100/1 Vorasombat Bldg., 10th Flr., Rama IX Road, Huaykwang, Bangkok.Tel. 02-245-6640-7 Fax. 02-246-0733

10 2.5 51% Manufacturer and Install Prefab Structures

05

Name and AddressRegistered

Capital (MB)Paid-up

Capital (MB)

Percentage of

InvestmentType of

Business

Krungtep Land Plc.100/1 Vorasombat Bldg., 21st Flr., Rama IX Road, Huaykwang, Bangkok.Tel. 02-645-0960-3 Fax. 02-645-0380

2,230 1,780 20.22% Real Estate Development

Real Service Co., Ltd.100/9 Soi Ta-it Rattanayhibet Road, NonthaburiTel. 02-594-4001-5 Fax. 02-594-4021

40 22.5 19% Home Service

Centrepoint Shopping Mall Co., Ltd.*(Subsidiary of We Retail Plc.)100/1 Vorasombat Bldg., 17th Flr., Rama IX Road, Huaykwang, Bangkok.Tel. 02-245-6640-7 Fax. 02-246-0733

500 400.2 91.05% Real Estate Development

Share Group Co., Ltd.*(Subsidiary of Property Perfect International Pte.Ltd.)30-3, Sarugaku-cho, Shibuya-ku, Tokyo, Japan

923 (JPY) 252 (JPY) 69.01% Real Estate Development and Hotel Business in Japan

Kabushiki Kaisha Kiroro Associates Co., Ltd.*(Subsidiary of Share Group Co., Ltd.)128-1 Toklwa, Akaigawa-mura, Yoichigun,Hokkaido, Japan

2,460 (JPY) 750 (JPY) 69.01% Hotel Management

*The subsidiary indirectly owed by the company.

06

ANNUAL REPORT2012


Consolidate The Company Only

2012 2012 2011 2010

Financial Position (Unit : Million Baht)

Total Assets 25,872 21,569 18,600 17,318

Project Development Cost and Land for Development 21,674 13,317 11,711 11,027

Total Liabilities 17,567 13,692 11,766 10,551

Shareholders’ Equity 8,305 7,877 6,834 6,767

Operation Results (Unit : Million Baht)

Sales 9,094 6,231 5,618 7,462

Total Revenue 9,272 6,456 5,812 7,586

Gross Margin 3,273 2,401 2,113 2,434

Net Income 178 366 331 538

Financial Ratio

Return on Total Revenue (%) 1.92 5.66 5.69 7.09

Return on Equity (%) 2.27 4.97 4.86 8.15

Return on Total Asset (%) 0.76 1.82 1.84 3.54

Current Ratio 1.99 1.30 1.35 2.22

Quick Ratio 0.16 0.10 0.12 0.41

Per Share Data (Unit : Baht)

Net Income per share 0.04 0.07 0.07 0.68

Dividend 0.03 0.03 0.04 0.33

Book value 1.47 1.40 1.45 8.59

Note: The company split par from Bt6 to Bt1 on 6 May 2011.

Financial

Information

07

Nature of

Business

Background and Major MilestonesProperty Perfect Public Company Limited was established on 14 August 1985 by the group of Maneeya Estate’’s

operators, with initial registered capital of Bt300,000. On 19 October 1993, the company was registered as a public

company and on 1 June in the same year, it was listed on the Stock Exchange of Thailand in the Property Sector.

Following the 1997 financial crisis, the company like other local developers suffered dearly. The Company entered into

the business rehabilitation process and on 19 June 2002, the stock resumed trading on the Stock Exchange of Thailand in

“Property” Sector. The Company exited the business rehabilitation process on the Central Bankruptcy Court’s approval

dated 12 April 2004. As of 31 December 2011, the company repaid all debts to creditors under the rehabilitation plan.

The company has extensively expanded the business and undergone capital increases and reduction. As of 31 December

2012, the company’s registered capital stood at Bt5,961.16million or 5,961.16 million shares at Bt1 par value while the paid-up

capital totaled Bt5,641.04 million or 5,641.04 million shares at Bt1 par value. ( The company registered a change in the par

value from Bt6 a share to Bt1 on 6 May 2011).

Major events in the past 5 years 2007 :

Subscribe to capital-increase shares of Krungthep Land Public Company Limited (Krungthep Land), to

maintain its stake. The company was allocated 6,000,000 shares at Bt10 apiece or Bt60,000,000.

Set up a new subsidiary, Bright Development Bangkok Company Limited, to develop Metro Sky Ratchada,

with registered capital of Bt1 million, consisting of 10,000 shares (Par Bt100). The company owns 99.94%

Set up Centrepoint Shopping Mall Company Limited to develop shopping malls on land leased to the

company and sub-leased to a foreign partner, which has been in the retail development business. The joint

venture is registered with Bt1 million capital (10,000 shares at Bt100 par), owned 59.95% by the company

and 40% by Timberline Investment Pte. Ltd.

08

ANNUAL REPORT2012


2008 :

Establish Property Perfect Fund (the fund), with unit trusts worth Bt520 million. The proceeds were used to

buy land and 64 units of 2-storey single houses. Five-year minimum revenue guarantee is offered to the

fund.

Cancel the issuance of remaining convertible debentures worth US$15 million, approved at the 1/2005

extraordinary shareholder meeting on 19 September 2005.

Cancel the issuance and allocation of 39,000,000 shares, reserved for the exercise of warrants issued to

directors and/or employees under the ESOP scheme.

Reduce the registered capital from Bt6,213.56 million to Bt5,589.56 million, by the cancellation of 931.59

shares (Bt6 par value).

Increase the registered capital from Bt5,589.56 million to Bt6,552 million, by the issuance of 160.40 million

shares (Bt6 par value) for the conversion of convertible debentures as approved at the shareholder meeting.

2009 :

Invest Bt499 million for 4,990,000 capital-increase shares (Bt100 par value) of Bright Development Bangkok

Company Limited, a subsidiary, to maintain the stake in the subsidiary.

2010 :

Appoint one more independent director, resulting in the number of 5 independent directors and increasing

the number of Board’s members to 12.

Invest Bt200 million for 20 million capital-increase shares (Bt10 par value) of Estate Perfect Company

Limited (Estate) to maintain the stake.

Cancel the joint venture with Timberline Investment Pte. Ltd, which holds 40% in Centrepoint Shopping Mall

Company Limited. The company bought 4,000 shares, at Bt100 apiece or a total of Bt400,000, which in-

creased its stake in Centrepoint Shopping Mall Company Limited to 99.99%.

Increase Centrerpoint Shopping Mall Company Limited’s registered capital from Bt1 million (10,000 shares

at Bt100 par value) to Bt500 million. Only 30% of the registered capital is paid-up, or Bt150.7 million. This

required the company’s investment of Bt149.7 million.

Acquire the 100% stake in Residence Number Nine Company Limited, for the ownership of Residence

Number Nine Company Limited’s land.

09

2011 :

Invest Bt500 million in new shares of Bright Development Company Limited (100%-owned subsidiary), which

increased capital to Bt1,000 million.

Establish U I Construction Bangkok Company Limited to provide construction services, with registered

capital of Bt100 million (Bt50 million paid-up).

Appoint eight persons to the new executive committee, effective on 26 February 2011.

Appoint an independent director to replace the one who tendered resignation.

Cancel the reserve of common shares and accordingly reduce the registered capital by Bt1,772.43 million.

Split par from Bt6 to Bt1.

Increase capital by issuing new common shares.

Establish an affiliate , namely Perfect Prefab Company Limited, with registered capital of Bt10 million (Bt2.5

million paid-up).

Establish Uniloft Service (Thailand) Company Limited as a subsidiary, with registered capital of Bt100,000.

Increase Perfect Sport Club Company Limited’s registered capital by Bt4 million to Bt5 million, to finance the

investment in True Coffee shops inside the projects’ clubs.

10

ANNUAL REPORT2012


Acquire capital-increase shares of Daidomon Group Public Company Limited, offered through a private

placement, and tender for the remaining shares through a mandatory tender offer.

Dispose all shares held in Centrepoint Shopping Mall Company Limited to Daidomon Group Public Company Limited

at the price of Bt400.2 million. We Retail paid for the shares through its capital-increase shares.

2012 :

Approve the issuance of warrants for existing shareholders who subscribed for the Company’s rights offering

shares, as approved by shareholders at the 29 April 2011 annual meeting.

Approve the allocation of new shares, as endorsed by the 2011 shareholders meeting on 29 April 2011.

Win the Stock Exchange of Thailand’s selection as one of stocks for SET100 calculation

Invest in Japan through subsidiary Property Perfect International Pte Ltd (PPI), which bought 69.01% shares in

Share Group Co.,Ltd. (SG) and its assets, Kiroro Resort on Hokkaido Island. The assets cover a 292-rai land

plot, 2 hotel buildings with 422 rooms, hotel fixtures, and ski equipment.

Appoint the replacement for a resigning independent director.

Pay an additional sum for U I Construction Bangkok Co.,Ltd., worth Bt50 a share, for new shares which

raised the wholly-owned subsidiary’s capital to Bt100 million.

Approve the purchase of 363,912,024 We Retail Public Company Limited, a subsidiary, offered at Bt1.10

apiece or a total of Bt400,303,226.40. The new shares boosted the Company’s stake in We Retail to

727,824,048 shares or 91.05%.

11

Real Estate

Development Units

Property Perfect Public Company Limited

100.00%Bright Development

Bangkok Co.,Ltd.

100.00%Property Perfect

International Co.,Ltd.

69.01%Share Group

69.01%Kabushiki Kaisha Kiroro

Associales Co., Ltd.

100.00%Estate Perfect Co.,Ltd.

100.00%Residence Number Nine

Co.,Ltd.

20.22%Krungtep Land Plc.**

51.00%Riverside Homes

Development Co.,Ltd.***

Construction

Business Units

100.00%U&I Construction Bangkok

Co.,Ltd.

51.00%Perfect Prefab Co.,Ltd.

Retail Business

Units

91.05%We Retail Plc.*

100.00%Centrepoint Shopping Mall

Co., Ltd.*

Services-Oriented

Units

100.00%Perfect Sport Club

Co.,Ltd. ****

100.00%Uniloft Service (Thailand)

Co.,Ltd.

Overall Business of the Group

The company and subsidiaries operate in the property development business, with the focus in single houses and

condominiums in the Greater Bangkok. Consolidated revenue from the sale of vertical and horizontal residential development

projects as of 31 December 2012 are as follows;

Note: * Not operational yet

** Details in shareholder section

*** Develop “The Pano” condominium. The remaining 49% stake is owned by a Singaporean group,

represented by Fraser (Thailand) Pte Ltd.

**** Rename form Perfect Satellite Service Co., Ltd.

The company’s investment in subsidiaries and affiliates can be put into 4 main categories as Real Estate Development ,

Construction Business Units and Services ,Retail Business Unit and Service-Oriented Units.

12

ANNUAL REPORT2012


Property Development Units The company and subsidiaries are mainly involved with the property development for sale. The projects involve the

development of single detached houses, townhouses, and condominiums. The company and subsidiaries normally put the

construction of designed houses in the hands of contractors, but the construction process will be inspected by in-house engineers

and architects at all stages. The company has ventured into construction business, through the establishment of a subsidiary

which mainly serves the company and subsidiaries, to help reduce the construction cost. This is on top of the contracts with

outside construction companies. The Company also set up new subsidiaries to support the development of community malls,

office buildings and commercial properties and to invest in the property development business overseas. Details are as follows;

Property Perfect Pu lic Company imited The Company Developing housing estates and condominiums. As of 31 December 2012, a total of 33 projects are under

development with outstanding value of Bt28,658 million.

Estate Perfect Co. td. Su sidiary Estate Perfect Company Limited, (“Estate”) is located at 100/1 Varasombat Bldg., Floor 17th, Rama IX Road,

Huay Khwang, Bangkok. It was established in 1994, to develop single houses and townhouses. Its new projects

will be of small scale, with focus on potential locations. Sale of Estate’s 5 projects is underway, and the remaining

value of the unsold units is Bt3,153million. They are Perfect Place Sukhumvit 77-Suvarnabhumi, Perfect Park

Suvarnabhumi phases 1 and 2, The Villa Ramintra-Outer-Ring, Modi Vill(Townhome) Ladkrabang and Modi villa

Pinklao-Outer-Ring

As of 31 December 2009, Estate was registered with Bt1,000 million of capital, all paid-up, consisting of 100 million

shares at Bt10 par value. The company owns the entire 100% stake.

Estate is now capitalized at Bt1,200 million, following the Board of Directors’ resolution in January 2010 to raise

the capital from Bt1,000 million to Bt1,200 million. In January 2013, the company then issued 20,000,000 new

shares at Bt10 par while the paid-up capital totaled Bt,200 million. The company now owns 100% of Estate.

Estate’s 4 directors are:

Name Position

1. Mr.Chainid Ngow-Sirimanee Director

2. Mr.Pramote Rermyindee Director

3. Mr.Pornswat Katechulasriroj Director

4. Mr.Nantachart Kliebphipat Director

Bright Development Bangkok Co. td. Su sidiary Bright Development Bangkok Co.,Ltd. (“Bright”) is Located at 100/1 Vorasombat Building (17th flr), Rama IX Road,

Huay Kwang, Bangkok, Bright Development was established on 2007 for condominium development. Bright

Development is capitalized at Bt1 million.

As of 31 December 2009, Bright’s registered capital increased by Bt499 million to Bt500 million from Bt1 million.

In February 2011, Bright approved to raise the capital from Bt500 million to Bt1,000 million, all paid up. The

company holds 100% in Bright.

In 31 December 2012, there were 9 selling projects, of which remaining value is Bt5,958 million - Metro Sky

Ratchada, iCondo Ngamwongwan phase1-2, iCondo Sukhapiban 2, iCondo Sukhumvit 105, and iCondo Sukhumvit

103, iCondo Petchkasem 39 , iCondo Kaset and Metro Sky Kaset.

13

Bright embarked on the project to develop premium dormitories, specifically for students, under “Uniloft” brand.

The project to create “extraordinary campus living” experience focuses on famous universities. At present, it is

developing two Uniloft projects which are valued at Bt1,200 million – Uniloft near Chiangmai University in Chiang

Mai and Uniloft near Mahidol University in Salaya, Nakhon Pathom. As both will gain from rental revenue, the

company has a plan to sell the projects to a property fund, which should be established in 2013

In 2013, Bright plans 3 condominium projects: one iCondo worth Bt2,000 million and two Uniloft-condominiums

near universities with combined value of Bt2,000 million.

Bright’s 4 directors are;

Name Position



3. Mr.Pornswat Katechulasriroj Director

4. Mr.Wicharn Siriwetwarawut Director

Residence Num er Nine Company imited . Su sidiary Residence Number Nine Company Limited (“Residence”) is located at 100/1 Vorasombat Building (17th flr), Rama IX

Road, Huay Kwang, Bangkok, is capitalized at Bt1,000 million with 10 million shares at Bt100 par value. Owned

100% by the company, Residence focuses on low-rise residential development.

Established in 2008 and In January 2010 , Residence becomes a subsidiary as the company. It is capitalized

at Bt1,0000 million or 100% from old shareholders at Bt507 million. Residence’s original shareholders had no

connection with the company or the transaction. Residence was taken over as the company planned to develop

single houses and townhouses on a 170-rai plot in Bang Buathong, Nonthaburi, which is the only piece of asset

of Residence.

Residence’s 3 projects are now marketed - The Villa Bangbuathong ,Perfect Park Bangbuathong which are duplex

house and single house in Bangbuathong area. And Modi Villa Ladkrabang project which comprise single houses,

duplex houses and townhouses. - with combined remaining value of Bt1,784 million.

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ANNUAL REPORT2012


In 2013, Residence Plan to launch a new project: Modi Villa Bangbauthong worth Bt1,080 million.

Residence’s 3 directors are:

Name Position

1. Mr.Wicharn Siriwetwarawut Director

2. Mr.Sanpetch Sukkasem Director

3. Mr.Pornchai Ketlek Director

Property Perfect International Pte. td. Su sidiary Property Perfect International Pte.Ltd. (PPI), located at 1 Raffles Place, #28-02 One Raffles Place, Singapore

048616, established on 12 July 2012, has paid-up capital of 1 Singapore dollar. Owned 100% by the Company,

PPI will invest in overseas property development business.

At the 4/2012 meeting on 27 August 2012, the Board of Directors approved PPI’s investment in Share Group

Co.,Ltd. (SG)’s common shares. Established in Japan, SG operates a property development and hotel businesses

in Japan. The 8,200 capital-increase shares were bought at 9,033 yen apiece or a total of 74,070,600 yen (see

detail on financial statement note No.13), approximately Bt29,998,593 (at the exchange rate of 100 yen for

Bt40.50). PPI also bought 3,200 shares from SG’s existing shareholders at the same price for a total of 28,905,600

yen, approximately Bt11,706,768. The 11,400 shares cost about Bt41,705,361 in total. After the recapitalization,

SG’s capital rose to 923,070,000 yen (30,000 common shares). Of that, 252,173,640 yen (16,520 shares) were

paid up, showing PPI’s 69.01% stake in SG.

PPI’s 3 directors are:

Name Position

1. Dr. Tawatchai Nakata Director

2. Mr. Chainid Ngow-Sirimanee Director

3. Mr. Chong Weiyi Director

15

Share Group Co. td. Su sidiary of Property Perfect International Pte. td. Share Group Co.,Ltd. (SG), located at 30-3, Sarugaku-cho, Shibuya-ku, Tokyo, Japan, is incorporated under the

Japanese law for the investment in property development and hotel business. Its registered capital is 923,070,000 yen

(30,000 common shares) while 252,173,640 yen (16,520 shares are paid up). PPI’s holding of 11,400 shares represent

69.01%.

At the 4/2012 meeting on 27 August 2012, the Board of Directors approved SG’s investment in all shares of and

loan claims against Kabushiki Kaisha Kiroro Associates Co.,Ltd. (KA), from Mitsui Fudosan Resort Co.,Ltd. The

100% shares were bought at the cost of 1 yen, or approximately Bt0.4050 (at the exchange rate of 100 yen for

Bt40.50) . Claims on the loan to KA are bought from Mitsui Fudosan Co.,Ltd at the cost of 160,000,000 yen or

Bt64,800,000. The claims cover the principal of 1,300,000,000 yen and interest of 599,058 yen, or a total of

1,300,599,058 yen or Bt526,742,619. The Board also approved SG’s purchase of Kiroro Resort from Mitsui

Fudosan Resort Co.,Ltd for about Bt490 million. Kiroro Resort is a ski resort on Hokkaido, Japan, owning a 292-

rai land plot, a 422-room hotel (with average 60% occupancy rate), and ski equipment. Plus transfer taxes of about

Bt280 million, the purchase cost a total of approximately Bt770 million.

The Company plans development on the 292-rai land plot on Hokkaido, Japan thanks to its business potential.

The investment plan is under study. After the transaction, late 2012 the Company took control of the operations

of 422-room Kiroro Resort. Later, Thai Airways International operated 3 weekly flights to Sapporo, Hokkaido, and

a Hokkaido tourism promotion article was published in THAI’s Sawasdee Magazine’s September 2012 edition.

After the takeover, a press conference was hosted to announce the new owner of Kiroro Resort. With the plan to

shed no employee, the transaction attracted Japanese media attention as well as attention from the Tokyo Stock

Exchange. For a professional management, the Company is in the process of appointing a world-class operator

for the property and devising the appropriate management strategies.

SG’s 6 directors are:

Name Position

1. Dr. Tawatchai Nakata Director


16

ANNUAL REPORT2012


3. Mr. Jesd Jesdpiyawong Director

4. Mr. Hajime Mori Director

5. Mr. Seiichi Mizuno Director

6. Mr. Kelly Tanagumi Miyashita Director

a ushiki aisha iroro ssociates Co. td. Su sidiary of Share Group Co. td.

Kabushiki Kaisha Kiroro Associates Co., Ltd. (“KA”) located at 128-1, Tokiwa, Akaigawa-mura, Yoichigun, Hokkaido, Japan,

is incorporated under the Japanese law for the investment in hotel management. Its registered capital is 2,460,000,000

yen (2,000 common shares) while 750,000,000 yen or Bt303,750,000 (610 shares) are paid up. After reorganized

investment by Share Group Co., Ltd. (SG) (Detail as above). SG owns the entire 100% stake.

KA’s 3 directors are:

Name Position


2. Mr. Hajime Mori Director

3. Mr. Mikikazu Sakurai Director

rungthep and Pu lic Company imited ffiliate Krungthep Land Public Company Limited (“Krungthep Land”), was established in 1984, located at 100/1

Vorasombat Building (21st flr.), Rama IX Road, Huay Kwang, Bangkok. Krungthep Land is a property development

company focusing on Bangkok and peripheral provinces.

In 2004, the company raised the registered capital form Bt500 million to Bt1,000 million and changed the par value

from Bt100 to Bt10, in preparation for business expansion. In July 2004, it forged equity participation with Fraser

Neave from Singapore, through Fraser (Thailand) Pte. Ltd, to develop The Pano - a condominium project by the Chao

Phraya River. The condominium on Rama III Road is developed by Riverside Homes Development Company Limited.

On 14 July 2005, Krungthep Land was transformed to a public company and in November 2005 it raised the

capital from Bt1,000 million to Bt1,700 million. Fraser Neave from Singapore, through Fraser (Thailand) Pte.

Ltd, then bought 50 million new shares or 33% of total. This reduced Property Perfect Public Company Limited’s

stake to 20%.

On 22 November 2006, there was a resolution to reduce Krungthep Land’s registered capital from Bt1,700 million

to Bt1,500 million, and then to raise the capital from Bt1,500 million to Bt2,100 million. New shares were issued

to existing shareholders at the price of Bt10 apiece.

Krungthep Land’s shareholders at the 1/2007 extraordinary meeting approved the capital reduction from Bt2,100

million to Bt1,780 million. They also approved the Bt450 million capital increase, through the issuance of 45 million

shares at Bt10 par to accommodate warrant exercise. This increased the registered capital to Bt2,230 million.

Krungthep Land’s shareholders at the 1/2008 extraordinary meeting approved the issuance of US dollar-denominated

convertible debentures at the value of Bt623.25 million, for sale to foreign investors. On 31 January 2008, the

debentures were issued to Asia Investment International Limited, through the underwriting by Lombard Investment Inc.

17

In 2010, the company issued name-bearing secured unsubordinated bonds worth Bt1,000 million, to institutional

investors or high networth investors. The bond issue, with trustee, was rated “AA+” by Fitch Ratings (Thailand)

Company Limited. In November 2011, Krungthep Land amended the issuance criteria to allow a call option.

It redeemed all the bonds in December 2011. (See detail on financial statement note No.14)

Krungthep Land is capitalized at Bt2,230 million (paid-up at Bt1,780 million or 178 million shares at Bt10 par value).

The company owns 20.22% in the company. Shareholders of Krungthep Land are as follows:

Shareholders No. of shares % of total

1.Fraser (Thailand) Pte. Ltd. 72,000,000 40.45

2.Property Perfect Plc. 35,999,964 20.22

3.Dr.Bichit Rattakul 5,000,000 2.81

4.Mr.Wichai Thongtang 15,000,000 8.43

5.Mrs.Nualla-or Khunphlin 15,000,000 8.43

6.Mrs.Nada Nimkiatkhachorn 14,500,000 8.15

7.Mrs.Porntip Hembree 20,000,000 11.24

8.Minor shareholders 500,036 0.28

Total 178,000,000 100.00

Krungthep Land’s board of directors consists 12 members as follows:

Name Position

1. Dr.Bichit Rattakul Chairman

2. Mr.Thongchai Kunakornporamat Director, Chief Executive Officer

3. Mrs.Uraiwan Bhatarakarnt Director, Executive director

4. Mr.Chan Kin Fai Director, Executive director

5. Mr.Chainid Ngow-Sirimanee /1 Director

6. Ms.Wilawan Leongnarktongdee Director

7. Mr.Seang Fuke Seng Director

8. Mr.Chia khong Shoong Director

9. Mr.Lim Ee Seng Director

10. Mr.Prasong Vararattanakul Director, Independent director, Chairman of Audit Committee

11. Mr.Keangkai Jiwanant Director, Independent director, Audit Committee

12. Mrs.Anchalee Chavanit Director, Independent director, Audit Committee

Note : /1 Mr. Chainid Ngow-Sirimanee is a director of the company and he is a director of Krungthep Land as the company

owns a 20.22% in the Krungthep Land. Mr. Chainid is a shareholder and a director of (1) Property Perfect Public Company Limited

who holds 46,900,000 shares or 0.83% as of 31 December 2012 in the company and (2) a shareholder of Thai Property Public

Company Limited (formerly Rattana Real Estate Public Company Limited), who owns 29,362,500 shares or 1.04% as of 31

December 2012 in Thai Property. His shareholding in Thai Property is a personal matter and has no connection with Property

Perfect Public Company Limited.

18

ANNUAL REPORT2012


Construction Business Unit

U I Construction Bangkok Company imited U I Construction Bangkok Company Limited (“U I”), is located at 100/89 Vongvanich Building Floor 27, Rama IX

Road, Huay Kwang, Bankgok. Established in April 2011, it has Bt100 million in registered capital, consisting

1 million shares (Bt100 par value). Owning 100%, the Company initially paid 50% of the capital and paid the

remaining half in November 2012. Paid-up capital is now Bt100 million.

U I’s main objective is to offer services to construct single houses, duplex houses, townhouses and condominiums

for the company and subsidiaries. As it will be securing direct contracts from the group, this will promise construction

flexibility for the group and allow the company a better management on supply chain. The company also select

sub-contractor to control the construction cost and construction period, as well as ensure effective control on

the construction volume and quality.

U I’s 3 directors are;

Name Position

1. Mr. Manit Yukkasemwong Director

2. Mr. Thamrong Plookchitsom Director

3. Mr. Sumeth Suwajanakorn Director

Perfect Prefa Company imited Perfect Prefab Company Limited (“Perfect Prefab”) is located at 100/1 Vorasombat Building Floor 10th, Rama IX

Road, Huay Kwang, Bangkok. Established in June 2011, it has Bt10 million in registered capital, with Bt2.5 million

paid-up. The company owns 51% in Perfect Prefab, and the rest is held by Centre of Standard Precast Company

Limited – which has experience in this business and has supplied prefab materials to the group for over 5 years

owns 49% in the company. The partner has no connection whatsoever with the company.

The company established to manufacturer and install prefab structures, which are parts of single houses, townhouses

and project fences, as well as condominiums. The automated production system is to ensure no effect from labor

shortage. The company expects to benefit from the joint venture’s prefab technology. It now manufactures prefab

materials for the Company’s projects, with the capacity to supply materials for the construction of 800 housing

units per year.

Perfect Prefab’s 5 directors are;

Name Position

1. Mr. Wicharn Siriwetwarawut Director

2. Mr. Vorasak Chakrapiyanant Director

3. Mr. Vichaya Watananukit Director

4. Mr. Phuwit Phaengsuk Director

5. Mr. Kongsak Kaewsuriyathamrong Director

19

Retail usiness unit e Retail Pu lic Company imited Su sidiary

We Retail Public Company Limited (“We Retail”) is located at 100/1 Vorasombat Building Floor 17th , Rama IX

Road, Huay Kwang, Bangkok. Formerly named Daidomon Group Public Company Limited, the company was

renamed on 24 November 2011. Its business objective is to develop a shopping centre, office buildings and commercial

rental projects. It is capitalized at Bt4,131,549,100 million, with Bt2,065,774,550 paid-up or 413,154,910 shares

at Bt5 par value. The company bought We Retail’s 363,818,182 shares at Bt1.10 apiece or a total of Bt400.2

million, through a swap with shares of Centrepoint Shopping Mall Company Limited (Centrepoint)of which paid-up

capital stood at Bt400.2 million. The share swap on 16 December 2011 allowed the company to hold 88.06% in

We Retail, while the remaining 11.94% is held by existing shareholders. In effect, Centrepoint Shopping Mall Co., Ltd.

turned to a subsidiary of We Retail. The high stake in We Retail forced the company to make a mandatory tender

offer for the remaining shares of We Retail at Bt1.14 a share. The tender offer ran from 4 January 2012 to

7 February 2012. At the end, We Retail’s shareholders offered to sell 93,842 shares or 0.02%. This increased

the company’s stake in We Retail to 88.08%, or 363,912,024 shares.

As the company bought We Retail’s shares at Bt1.10 apiece, through a swap with shares of Centrepoint. The

transaction was based on We Retail’s book value after the restructuring (We Retail’s book value plus book value

of Center Point and We Retail after capital increase) plus a slight premium. The transaction should benefit the

company in the following ways;

1) The company can operate the shopping mall, office building and commercial rental development business

through a unit which is clearly separated from the company’s residential development business.

2) As We Retail is listed on the Stock Exchange of Thailand, it could mobilize funds to efficiently finance the

development projects.

We Retail’s shareholders at the meeting on 11 November 2011 approved the Bt776,973,092 capital increase,

through a right offering. No more than 413,154,910 shares (Bt5 par value) were issued to existing shareholders

at the ratio of 1 old share for one new share at Bt1.10 apiece. The recapitalization took place during 2 July 2012

and 6 July 2012, with the subscription for 386,170,664 shares for Bt424,787,730.40. We Retail’s registered

capital is boosted to Bt4,131,549,100, with 826,309,820 common shares (Bt5 par value), with Bt3,996,627,870

paid-up or 799,325,574 shares at Bt5 par value. After the recapitalization, the Company holds 727,824,048 shares

in We Retail, or 91.05%.

The plan to develop three open shopping complexes, under the community mall concept, is under a study and

preparation process for 3 locations - the East and West of Bangkok as well as on Ramintra Road. Branded as

Metro East Town, Metro West Town and Metro Up Town, they will have combined space of 93,127 square meters

on total area of 39 rai. The malls are expected to open late 2014.

We Retail’s 7 directors are;

Name Position

1. Dr.Tawatchai Nakhata Chairman

2. Mr.Chainid Ngow-Sirimanee/1 Director and Deputy Chairman

3. Mr.Kampol Tatiyawee Director and Chief Executive Officer


5. Mr.Cherdsak Kookiatnunt Independent Director, Chairman of Audit Committee

6. Mr.Chaiyakorn Boonlop Independent Director, Audit Committee

7. Mr.Sukpoj Chotikawanitch Independent Director, Audit Committee

20

ANNUAL REPORT2012


Centrepoint Shopping Mall Co. td. Centrepoint Su sidiaries of e Retail Plc. Centrepoint Shopping Mall Co.,Ltd.(“Centrepoint”) is located at 100/1 Vorasombat Building 17th flr., Rama IX Road,

Huay Kwang, Bangkok. Established in December 2007 . it was capitalized at Bt1,000,000, at Bt100 apiece ,all paid-up.

Centrepoint focuses on commercial development like shopping malls and rental office building. The company owns

59.99% in Centrepoint, and owning the other 40% is Timberline Investments Pte. Ltd. (100%-owned by Arangannal

S/O Kathamuthu which has no connection with the company)

The Board of Directors meeting on January 2010 approved the purchase of 4,000 shares or 40% of Centre point

from Timberline Investments Pte. Ltd, which increased the company’s shares to 100%, to turn Centrepoint into a

subsidiary. The Board also approved the capital increase in the subsidiary by Bt499 million from Bt1 million.

Centrepoint’s registered capital is now Bt500 million and the paid-up capital by Bt30 apiece or a total of Bt149.7

million was paid-up. This raised Centre point’s paid-up capital to Bt150.7 million.

In September 2011, additional Bt30-apiece payment for new shares was called, to raise the capital by Bt149.7 million.

Another Bt20-apiece payment was called in October 2011 for a total of Bt99.8 million. These raised the subsidiary’s

paid-up capital to Bt400.20 million. Then, the Board approved the sell-out of all 5 million shares in Centrepoint to

Daidomon Group Public Company Limited worth Bt400.20 million on 16 December 2011, turning Centrepoint into a

subsidiary of Daidomon Group. In return, Daidomon Group issued shares accounting for 88.06% to the Company.

(Centrepoint was renamed to V Retail Public Company Limited on 24 November 2011). Centrepoint owns the leasing

rights of a land plot on the east side of Ratchapisek Road, planned for the development of a closed shopping mall and

an office building. In August 2012, it won the leasing right for an opposite land plot on the west side of Ratchapisek

Road, which is planned for the development of a closed shopping mall. The feasibility study of the investment plan is

underway.

Centrepoint ’s 2 directors are:

Name Position


2. Mr.Pramote Remyindee Director

21

Services-oriented units Perfect Sport Clu Company imited

Perfect Sport Club Company Limited (“Perfect sport Club”) is located at 100/52 Vongvanich B Building (19th flr.),

Rama IX Road, Huay Kwang, Bangkok, was established in February 2003. it was capitalized at Bt1 million.

In September 2011, The company resolved to raise the registered capital by Bt4,000,000 to Bt5,000,000, through

the issuance of 40,000 new shares at Bt100 par value. The capital is fully paid-up. It is 100% owned by the company.

It aims to use the new capital to buy True Coffee franchise and open the coffee shop at the sport clubs, as part

of its business plan.

Formerly called Perfect Satellite Services Company Limited, Perfect Sport Club operates fitness clubs and sport

clubs of the group. At present, 13 sport clubs exist.

Perfect Sport Club ’s 5 directors are:

Name Position

1. Mr.Phairat Senachak Director

2. Ms.Rassamee Metavikul Director

3. Mr.Nantachart Kiebpipat * Director

4. 2,Lt. Pratomporn Nakata Director

5. Mr.Krittapas Pongpakawat Director

Note: Mr. Nantachart Kliebphipat appointed to a director replaced Mr. Tongchai Piyasantiwong, who resigned on October 2012

22

ANNUAL REPORT2012


Uniloft Service Thailand Company imited Uniloft Service (Thailand) Company Limited (“Uniloft Service”) is located at 100/1 Vorasombat Building Floor 17th ,

Rama IX Road, Huay Kwang, Bangkok. Established in July 2011, it has Bt100,000 in registered capital. It is 99.70%

owned by the company.

Uniloft Service operates a serviced apartment and management services for the group’s real estate projects

Uniloft’s 3 Directors are:

Name Position

1. Mr.Saranyu Ngow-Sirimanee Director

2. Mr.Natthaphon Sueb-Am Director

3. Mr.Prathompob Intr-Bumrong Director

Total revenue structure from sales y product typeThe company’s main revenue derives from sales of land and houses, most of which are single-detached houses. The

company’s revenue structure over the past three years were as follows:

Consolidated financial statements

2012 2011 2010

MB. % MB. % MB. %

Revenue from sales of land and houses 7,489.5 80.8 % 6,925.7 84.2% 7,002.7 80.5%

Revenue from sales of condominium units 1,180.6 12.7 % 1,074.2 13.1% 777.7 8.9%

Revenue from sales of land held for development 147.9 1.6 % 81.4 1.0% 835.5 9.6%

Revenue from Hotel Business 275.7 3.0 % - - - -

Other revenues

Receivable interest 11.2 0.1 % 9.9 0.1% 7.3 0.1%

Revenue from deposits 8.9 0.1 % 8.5 0.1% 4.3 -

Reversal of allowance for loss on diminution in value of projects - - 37.0 0.5% - -

Revenue from bargain negotiation 38.9 0.4 %

Others 118.9 1.3 % 84.1 1.0% 76.4 0.9%

Total revenue 9,271.6 100.0% 8,220.8 100.0% 8,703.9 100.0%

During 2010-2012, the company’s consolidated land and house sale revenue accounted for 80.5%, 84.2% and 80.8%

of total revenue, respectively. Revenue from condominium sale accounted for 8.9%, 13.1% and 12.7% of total revenue,

respectively. And revenue from sales of land held for development accounted for 9.6%, 1.0% and 1.6% of total revenue,

respectively. In the fourth quarter of 2012, the Company invested in an overseas hotel business unit, which generated Bt275.7

million in income. The consolidated account also showed repatriation of income - Bt58 million, Bt25 million and Bt28 million,

respectively during 2010-2012 - from affiliated, which was included in “Profit before financial expense and corporate tax” item

23

House and condominium sale revenue from various projects are as follows;

and and Houses Sales Revenue Structure y Product Type

ProjectProduct

Type

2012 2011 2010

MB. % MB. % MB. %

Brand “Perfect Masterpiece”

Maneeya Masterpiece Exclusive Zone SDH - - 43 1% - -

Perfect Masterpiece Ekamai-RamIntra SDH 6 - 99 1% 284 4%

Perfect Masterpiece Rattanathibet SDH 285 4% 177 3% 320 4%

Perfect Masterpiece Ramkhamhaeng -Suvarnnabhumi SDH - - - - 84 1%

Perfect Masterpiece Rama IX SDH 1,125 15% 859 12% 928 14%

Perfect Masterpiece Ratchapruek SDH 249 3% 107 2% 12 -

Perfect Masterpiece Ramkhamhaeng SDH 453 6% - - - -

Perfect Masterpiece Rangsit SDH 187 3% - - - -

Perfect Masterpiece Sukhumvit 77** SDH 186 3% 27 - 66 1%

Brand “Perfect Place”

Perfect Place Rattanathibet SDH/Land - 58 1%

Perfect Place Rattanathibet Phase1 SDH 13 - 69 1% 163 2%

Perfect Place Ramkhamhaeng-Suvarnabhumi (The Private Zone) SDH - - 49 1% 94 1%

Perfect Place Rattanathibet Phase 2 SDH 533 7% 434 6% 528 7%

Perfect Place Ratchapruek SDH 620 8% 579 8% 493 7%

Perfect Place Ramkhamhaeng-Suvarnabhumi (2) SDH 280 4% 268 4% 139 2%

Perfect Place Ramkhamhaeng-Suvarnabhumi (The Lake Zone) SDH 31 - 133 2% 338 5%

Perfect Place Ramkhamhaeng-Suvarnabhumi (The Lake Zone2) SDH - - 76 1% - -

Perfect Place Rangsit SDH 150 2% 46 1% - -

Perfect Place Ramkhamhaeng-Suvarnabhumi (Exclusive zone) SDH 51 1% - - - -

Perfect Place Sukhumvit 77-Suvarnabhumi** SDH 505 7% 415 6% 503 7%

Brand “Maneerin” and “Perfect Park”

Maneerin Lake Park Ratchapruek -Tiwanon SDH/Land 92 1% 128 2% 231 3%

Maneerin Park 2 Rangsit SDH - - 2 - - -

Perfect Park Ramkhamhaeng-Suvarnabhumi SDH 4 - 5 - - -

Perfect Park Rama V- Bangyai SDH 539 7% 601 9% 663 10%

Perfect Park Rangsit SDH 102 2% 113 2% - -

24

ANNUAL REPORT2012


ProjectProduct

Type

2012 2011 2010

MB. % MB. % MB. %

Perfect Park Suvarnabhumi ** SDH 373 5% 323 5% 285 4%

Perfect Park Bangbuathong *** SDH 205 3% 273 4% - -

Brand “The Villa” / “The Metro” / “Modi Villa”

The Villa Rattanathibet TH 322 4% 295 4% 595 9%

The Metro RamaIX TH 364 5% 595 7% 438 6%

The Metro Sathorn TH 58 1% 266 4% 480 7%

The Villa Ramkhamhaeng-Suvarnabhumi** TH 57 1% 375 5% 202 3%

The Villa Ramintra Outer-Ring ** TH 281 4% 310 5% 60 1%

Modi Villa Townhome Ladkrabang ** TH 24 - - - - -

Modi Villa Ladkrabang-Suvarnabhumi** TH 26 - - - - -

Modi Villa Pinklao-Outer Ring** TH 102 1% - - - -

The Villa Bangbuathong *** TH 213 3% 243 4% 38 1%

Other

Maneeya 4 SDH - - 12 - - -

Nantana Garden Teparak TH - - 3 - - -

Nantana Garden1 TH - - 1 - - -

Changwattana Land - - 1 -

Perfect Place phase 2-3 Ramkhamhaeng-Suvarnabhumi SDH 30 - - - - -

Maneerin Masterpiece Rangsit SDH 15 - - - - -

Bright Shophouse Ramkhamhaeng**** SDH 8 - - - - -

Total Revenue from the Sale of land and houses 7,489 100% 6,926 100% 7,003 100%

Remark : SDH = Single Detached House, TH = Townhouse, Land = Land

** Developed by 100%-owned subsidiary Estate Perfect Co., Ltd .

*** Developed by 100%-owned subsidies Residence Number Nine Co., Ltd.

**** Developed by 100%-owned subsidies Bright Development Bangkok Co., Ltd.

25

As shown in the balance sheet, sales revenue of Property Perfect in 2010-2012are Bt5,849million, Bt4,960million

and Bt5,509million, respectively. In the same period, subsidiaries’ revenue are Bt1,154million , Bt1,965million and Bt 1,980

million, respectively.

Sales of Condominium Units Revenue Structure y Product type

Project Product

Type

2012 2011 2010

MB. % MB. % MB. %

Brand “Metro Park”

Metro Park Sathorn CONDO 574 48.6% 579 53.9% 778 100.0%

Brand “Metro Sky”

Metro Sky Ratchada**** CONDO 606 51.4% 495 46.1% - -

Total Revenue from the Sale of Condominium Units 1,180 100.0% 1,074 100.0% 778 100.0%

Note: Condo = Condominium

**** Developed by Bright Development Bangkok Co. ,Ltd, 100% owned by the Company.

Revenue from sales of condominium units presented in the consolidated financial statements came from total revenue

from projects developed by Property Perfect Public Company Limited in 2010-2012 are Bt778million, Bt579million and

Bt574million, respectively. in 2006. In 2011-2012, subsidiaries’ revenue are Bt495million and Bt606million, respectively.

26

ANNUAL REPORT2012


1. Shareholder

Major shareholders

A) The first 10 largest shareholders as of 31 December 2012 are;

Rank Name No. of shares %

1 SOMERS (U.K.) LIMITED/1 600,000,000 10.64

2 JAPAN ASIA GROUP LIMITED /2 560,358,439 9.93

3 Natee International Law Office Company Limited /3 291,494,374 5.17

4 Mrs.Sumalee Ongjarit 228,481,874 4.05

5 Andaman Long Beach Resort Co., Ltd. /4 187,402,900 3.32

6 Miss Sumonmas Lipisuntorn 158,400,000 2.81

7 Finansa Life Assurance Co.,Ltd. /5 121,415,000 2.15

8 Mr.Pramote Remyindee 80,310,000 1.42

9 Mr.Denchai Pinkarnjanapaibool 78,000,000 1.38

10 Mr.Vidhya Nativivat 75,000,000 1.33

Data from Thailand Securities Depository Co.,Ltd.

Note

/1 Somers (U.K.) Limited is a juristic entity registered in the UK, according to the information from Hong Kong Shanghai Banking

Corporation (Thailand), the custodian. None of the Company’s executives or parties related to the Company and subsidiaries

is connected to Somers (U.K.) Limited. Aside, Somers (U.K.) Limited has no share or establishes any connection with the

Company’s subsidiaries.

/2 Japan Asia Group Company Limited emerges as a shareholder, as the creditor in the Rehabilitation Plan converted debts to

equity in line with the Rehabilitation Plan. Japan Asia Group Limited is registered in the British Virgin Islands, a sovereign

territory of the United Kingdom, operating financial services and investment. Under the British Virgin laws, the information of

shareholders, registered capital and operating results of companies incorporated there is available only to authorized director,

which in the case of Japan Asia Group Limited is Star Mark Enterprises Limited. In quest for the information on its shareholders,

the company learns that Japan Asia Group Company Limited’s ultimate shareholder is Mrs. Wai Ching Chung, a resident of

Hong Kong, the People’s Republic of China. There is no connection between Japan Asia Group Limited and the company in

terms of major shareholders, directors or executives. There is no “nominee account” relationship.

Shareholder Structure

and Management

27

/3 Natee International Law Office Company Limited emerged as a shareholder, as a lawful representative of a creditor in the

Rehabilitation Plan. Before the plan was terminated (the plan exit), the company was required to issue common shares to

creditors entitled to debt to equity conversion as debt repayment. Then, Lowe’s Partner Investment Company Limited and

Glorybye Associates Company Limited filed petitions to the Central Bankruptcy Court, saying that they own debt claims of

a creditor which was entitled for the issued shares and asking for the court’s judgment. The company thus assigned Natee

International Law Office to represent the creditor. The law office was instructed to place the allocated shares at the Court.

The shares would be given to the ultimate representative upon the Court’s decision on the case. Natee International Law

Office provides legal and accounting services.

On 25 October 2005, the Central Bankruptcy Court resolved that Glorybye Associates Company Limited was the lawful

representative and entitled to the shares. The case is under an appeal process and is not yet through. Glorybye Associates

Company Limited as such does not appear as a shareholder of the company as it has not yet received the shares from the

Court. Glorybye Associates Company Limited is registered in Samoa as an investment company, having United Continental

Investors Limited as a director and executive. There is no connection between Glorybye Associates Company Limited and

the company in terms of major shareholders, directors or executives. There is no “nominee account” relationship.

Until 31 January 2012, the shareholder remains on the list.

/4 Andaman Longbeach Resort Company Limited is 100% owned by Resort Holding Company Limited, which is in turned owned

45% by Wahkit Finance Limited. Property Perfect Public Company Limited was informed by Andaman Longbeach Resort

(Andaman)’s management that its indirect major shareholder, Wahkit Finance Limited, has no connection with Japan Asia

Group Limited and/or MJL Intertrade Company Limited and/or Natee International Law Office Limited. Other shareholders of

Resort Holding are Mr. Methee Tanmanatrakul (45%) and Mr. Chaiwat Aswintrangkul (10%). Mr Methee and Mr. Chaiwat are

authorized to sign obligations involving Andaman and Resort Holding. There is no connection between Andaman and the

company in terms of major shareholders, directors or executives. There is no “nominee account” relationship.

(Mrs. Vipa Tanmanatrakul owns 1,123,200 shares of Property Perfect Public Company Limited in her personal account, which

is not included in Andaman’s shareholding.)

/5 Finansa Life Insurance Company Limited is a Thai company which purchased the Company’s shares. None of the Company’s

executives or parties related to the Company and subsidiaries is connected to Finansa Life Insurance Company Limited.

Finansa Life Insurance Company Limited does not hold a share or establishes any connection with the Company’s subsidiaries.

B) Impact on shares or voting rights from NVDR

As of 31 December 2012, Thai NVDR Company Limited holds 46,298,356 shares of the company, or 0.82%

of paid-up common shares. As no voting right is given to Thai NVDR (except in the case of delisting from

the Stock Exchange of Thailand), at the shareholder meeting, shareholders in general enjoy a 0.83% increase

in voting rights. For the latest information on shares held by Thai NVDR, go to the exchange’s website at

www.set.or.th

2. Management

Management StructureThe company’s management structure contains one board of directors and five subcommittees. They are directors,

Audit Committee, Nominating Committee, Remuneration and Human Resources Committee, Risk Management Committee

and Executive Board. Details are as follows:

28

ANNUAL REPORT2012


1. The Board of Directors

As of 31 December 2012, the board consists of 12 directors as follow:

No. Name Title

1 Dr.Tawatchai Nakhata Chairman

2 Mr.Virayuk Puntupetch Deputy Chairman and Independent Director

3 Mr.Chainid Ngow-Sirimanee Director and Chief Executive Officer

4 Mr.Phairat Senachack Director

5 Mr.Vidhya Nativivat Director

6 Ms.Sirirat Wongwattana Director

7 Mr.Ooi Boon Aun Director

8 Dr.Somsak Toruksa Director / Independent Director and Audit Committee

9 Dr.Thamnoon Ananthothai Director / Independent Director and Audit Committee

10 Mrs.Nuanual Swasdikula-Na-Ayudhaya Director / Independent Director

11 Mr.Krish Follett Director / Independent Director and Chairman of Audit Committee

12 Mr.Anuwat Maytheewibulwut * Director / Independent Director

With Mr. Pramote Rermyindee as secretary of the board

Note: *Mr. Anuwat Maytheewibulwut appointed in accordance with a resolution of the company’s Board of Directors 5/2012 on

12 November 2012 replace to Mr. Wanchai Thanittiraporn who resigned on 21 September 2012.

29

Authorised directors

Authorized signatory directors are1) Dr.Tawatchai Nakhata and Mr.Chainid Ngow-Sirimanee are duly authorized

to sign documents and affix the company’s seal.2) Any one of the following directors - Dr.Tawatchai Nakhata or

Mr.Chainid Ngow-Sirimanee - is authorized to co-sign documents with one the these directors - Mr.Phairat

Senachack or Miss Sirirat Wongwattana - and affix the company’s seal. 3) Dr.Tawatchai Nakhata or Mr.Chainid

Ngow-Sirimanee or Mr.Phairat Senachack or Ms.Sirirat Wongwattana can sign and affix the company’s seal on

the matters involving;

(1) Commerce Ministry and related units

(2) Revenue Department and related units

(3) Lands Department and related units

(4) Department of Public Works and Town Country Planning and related units

(5) Bangkok Metropolitan Administration, Pattaya City and related units

(6) Municipality, provincial administrative organizations and tambon administration organizations

(7) Government agencies, or state enterprises or private organizations involved in the provision of water, electricity,

telephone, postal and internet services, which are to approve service transfers, down payments settlement,

down payment return, and down payment transfers.

The shareholders meeting or the Board can identify the directors with the authority to sign and affix the company’s seal.

Board of Directors’ authority and scope of responsibility

The Board of Directors is authorized to make decisions and ensure that the company’s operations follow the

objectives, regulations, shareholders’ resolutions and legal conditions. Its authority does not cover the decisions

which must be approved by shareholders as prescribed by the Securities and Exchange Commission and the

Stock Exchange of Thailand. Under the company’s regulations, the Board of Directors is authorized to appoint

the executive board which will monitor the daily operations of the company under the guidelines and budget

approved by the Board of Directors and handle other tasks bestowed by the Board of Directors. The executive

board can approve the decisions within its power granted by the Board of Directors or have to propose the issues

beyond its power for the Board of Directors’ consideration. The regulations also empower the Board of Directors

to appoint other officers or other working committees to assist the executive board.

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ANNUAL REPORT2012


2. Audit Committee

As of 31 December 2012, the Audit Committee consists of 3 independent directors.

No. Name Title

1 Mr.Krish Follett Chairman of the Audit Committee

2 Dr.Somsak Toruksa Auditing Committee

3 Dr.Thamnoon Ananthothai Auditing Committee

With Ms.Doungporn Rermyindee as the secretary.Note: * Possessing expertise in accounting (See biography of directors, executives and authorized individuals)

Audit Committee’s authority and scope of responsibility

1. Supervise the company’s operations to ensure honesty, transparency, and responsibility to shareholders.

2. Ensure that the executive board and executives handle their responsibilities in an accurate, complete and

standard manner.

3. Ensure the accuracy, sufficiency, and credibility of the financial results, as well ensure the accurate and

sufficient disclosure through coordination with external auditors and executives who take responsible for

preparing quarterly and yearly financial statements as requested by the company’s board of directors and/

or the executive board.

4. Ensure appropriate and effective internal control, through the coordination with the internal auditors and

auditors.

5. Appoint the auditor and set the auditor fee, which must be approved by the shareholders and based on

reliability and adequacy of human resources, audit job volume made by the audit firm and experience of

staffs who are in charge of the company’s accounting audit.

6. Make sure that the company follows the legal conditions set by the Securities and Exchange Commission,

the Stock Exchange of Thailand and other related agencies.

7. Prevent conflicts of interest through the inspection of the transactions of the company with connected parties

and through coordination with the auditor as well as consider disclosing accurate and adequate information

for connected transactions and any transactions that might cause conflicts of interest.

8. Prepare the audit committee’s report and disclose the report in the annual report, which includes at least

following issues.

Opinion related to prepare the company’s financial reports and accurate and reliable information

disclosure.

Opinion concerning to sufficiency of the company’s internal control system.

Reasons that the company’s auditor is appropriate for another term appointment.

Opinion to comply with the Securities and Exchange Act, the Stock Exchange of Thailand’s rules and

laws relevant to the company’s business.

Other reports that should be acknowledged by shareholders and investors under scope of duty and

responsibility assigned by the company’s directors.

31

9. Review the internal control’s reports.

10. Review the internal control’s findings. If finding or suspecting of any misconduct, or the insufficiency of the

internal control, they must ask for the Board of Directors’ judgment.

11. Review the internal control’s inspection and the auditor’s recommendations, and follow through the improvements.

12. Authorize to examine, audit, call executive directors, executives, advisors, and accounting auditors to attend

meeting to acknowledge information and seek independent opinions from other professional advisors if

necessary to achieve in tasks under responsibility.

13. Perform other tasks assigned by the company’s board such as review of financial and risk management policy,

and business ethics conducted by executives.

The audit committee has a three-year term and it will be elected by the company’s board when their terms are

ended by rotation.

Independent Directors’ qualifications

Independent directors must meet qualifications set by the Securities and Exchange Commission’s announcement

at Kor Jor.28/2008 governing asking for permission and approving newly issued share offering, and audit committee

qualifications required by the Stock Exchange of Thailand’s regulations.

3. The Director Nominating Committee

The Director Nominating Committee consisted of 3 persons as of 31 December 2012.

No. Name Title

1 Dr.Somsak Toruksa Chairman of the Nominating Committee

2 Mrs.Nuanual Swasdikula-Na-Ayudhaya Nominating Committee

3 Mr.Vidhya Nativivat Nominating Committee

With Mr. Pramote Rermyindee as secretary

Nominating Committee’s scope of authority and responsibility

1. Review the individuals who are fit to be the company’s directors and nominate the list to the board of directors

and/or present the list to shareholders for official appointment.

2. In reviewing the individuals’ qualifications, the committee must consider their expertise, knowledge, ability

and relevant experiences to ensure that the individuals’ qualifications would be useful for the company’s

operations. Besides, the committee must consider that the nominations follow the legal framework particularly

when it involves the nominations for independent directors and the audit committee members.

3. In selecting independent directors and the audit committee members, the committee must take into account;

(a) The nominated individuals must hold no more than 1% of the paid-up capital of the company, affiliates

or subsidiaries. The percentage is inclusive of the shareholding of related individuals - their spouses

and underage children.

(b) The nominated persons must not be related to the company’s executives or major shareholders.

(c) The appointed persons must not have conflicts of interest, directly or indirectly, in terms of finances or

management of the company and affiliates. They must not be the company’s major shareholders.

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ANNUAL REPORT2012


(d) The nominated persons must have no any relationship with the company and associates in ways of vested

interest, or financial or management benefit at present and over the past two years before appointed as

independent directors. Such relations include

Being directors who take part in the company’s management, employees, staff members, advisers who

receives a regular salary, or control authorities.

Being professional service providers such as auditors, legal Consultants, financial advisors or price appraisers.

Having business relationship such as buy/sell goods, provide asset buy or sell service, give or receive

financial assistance etc.

(e) In case that the nominated persons serve as independent directors of other companies in the group,

they must disclose such information and remuneration received from those companies.

(f) The nominated persons must not seat as any director in other listed companies in the group.

4. The appointed persons must be able to work and present their views with independence, free from the control

from executives or major shareholders as well as their relatives.

Director Selection Committee’s authority, duty and responsibility could not be transferred to others in a way that those

who are authorized by the committee can approve transactions that might lead to conflicts of interest (as defined in

the Securities and Exchange Commission’s announcement) with the company or subsidiaries, or he/she has vested

interest with exception that those transactions are regarded as normal course of business with the clear scope.

To present the selected persons to the board of directors, the Selection Committee must nominate only those who

will fill the available director seats. Except when the committee members could not reach an agreement, they are

allowed to present all the nominated names to the board for their consideration.

33

4. The Remuneration and Human Resources Committee

The Remuneration and Human Resources Committee consisted of 3 persons as of 31 December 2012.

No. Name Title

1 Mr.Virayuk Puntupetch Chairman of the Remuneration Committee

2 Mr.Krish Follett The Remuneration Committee

3 Mr.Vidhya Nativivat The Remuneration Committee

With Mr. Pramote Rermyindee as secretary.

The Remuneration and Human Resources Committee’s scope of authority and responsibility

1. Consider the company’s policies and criteria in paying the Chief Operation Officer, directors, and the company’s advisors.

2. Consider the annual salary, annual pay increase, and the interim pay increase, as well as other benefits to

award all employees.

3. Consider the employment terms, regulations, and penal clauses which should be appropriate and fair.

4. The committee will report directly to the board of directors, to whom they will explain and answer all questions

regarding the pays for employees at all levels.

Remuneration and Human Resources Committee’s authority, duty and responsibility could not be transferred to

others in a way that those who are authorized by the committee can approve transactions that might lead to

conflicts of interest (as defined in the Securities and Exchange Commission’s announcement) with the company

or subsidiaries, or he/she has vested interest with exception that those transactions are regarded as normal course

of business with the clear scope.

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ANNUAL REPORT2012


5. Risk Management Committee

Risk Management Committee consisted of 4 persons as of 31 December 2012.

No. Name Title

1 Mrs.Nuanual Swasdikula-Na-Ayudhaya Chairman of Risk Management Committee

2 Mr.Boonliam Luangnakthongdee Risk Management Committee

3 Dr.Thamnoon Ananthothai Risk Management Committee

4 Mr.Chirdsak Kukiattinun Risk Management Committee

With Dr.Theerathorn Tharachai as Secretary

Risk Management Committee’s scope of authority and responsibility.

1. Review and present risk management policy and acceptable risk to the company’s board for approval.

2. Supervise development and practice throughout organization to comply with risk management framework.

3. Review risk management reports to monitor important risks and proceed to ensure that the organization has

sufficient and appropriate risk management.

4. Present risk of the company in overall picture, and sufficiency of internal control system to manage risk in

all important aspects to the company’s board.

5. Provide suggestion about risk management to the company and revise any information concerning risk

management system development.

6. Authorizes to appoint the company’s risk evaluation and monitoring working group.

7. Perform other tasks about risk management assigned by the company’s board

35

6. Executive Board

Executive Board contains 8 individuals, as of 31 December 2012.No. Name Title

1 Dr.Tawatchai Nakhata Chief Executive Director (Authorized Signatory Directors)

2 Mr.Chainid Ngow-Sirimanee Deputy Chief Executive Director (Authorized signatory Directors))

3 Mr.Phairat Senachack Executive Director (Authorized signatory Directors)

4 Ms.Supee Reodecha Executive Director

5 Mr.Wicharn Siriwetwarawut Executive Director

6 Mr.Pornswat Katechulasriroj Executive Director

7 Mr.Wongsakorn Prasitvipat Executive Director

8 Ms.Sirirat Wongwattana Executive Director and Secretary (Authorized signatory Directors)

Executive Committee’s authority and scope of responsibility*

1. Run the company’s daily operations under the guidelines set by the Board of Directors and within the scope

of rules and regulations, as well as the company’s objectives and regulations. They are barred from transactions

related to project opening and investment, not related to the company’s core business.

2. Appoint high-ranking executives to manage the company.

3. Set the annual budget for the Board of Directors’ approval.

4. Consider investment projects for the Board of Directors’ approval.

5. Review and approve land acquisition worth over Bt200 million but not more than Bt800 million. The amount

must not exceed the sum approved by the Board. Any approved land purchase must be attached with the

preliminary development plan and project feasibility, for the Board’s consideration.

6. Consider and approve borrowings and the financing of normal transactions.

Project financing - approved the project financing worth not over Bt1,000 million per project, excluding

infrastructure guarantee

Working capital – approved the borrowing of no more than Bt800 million for the working capital

7. Prepare, recommend and set business strategies for the Board of Directors.

8. Consider and approve the corporate marketing and public relations plans.

9. Evaluate the company’s performance in terms of asset management and financial management to ensure

efficiency and effectiveness.

10. Conduct other tasks assigned by the Board of Directors.

Notably, the executive board has no authority in handing its power to any member or others to approve a

connected transaction (as prescribed by the Securities and Exchange Commission) or a transaction which could

pose conflicts of interest with the company or subsidiaries with exception of approval for normal course of

business transactions as policy and criteria resolved by the board of directors under the Securities and Exchange

Act, and the Stock Exchange of Thailand’s regulations, announcements and instructions or rules.

Note: * Revised by Board’s resolutions at the 5/2009 meeting on 14 August 2009

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ANNUAL REPORT2012


7. Chief Executive Officer*

Chief Executive Officer is the highest authority in the company’s management. perform duties and report operat-

ing performance to the Executive Committee, Board of Directors and shareholders as follows :

1. Set policies, direction, and strategies for the company’s business operation.

2. Set business planning, budget and authority of the company’s internal units which up to management department

to seek the board’s approval.

3. Manage normal course of business activities under policies set by the company’s board, laws, conditions,

regulations, memorandum of association, and the company’s rules.

4. Appointed Management Board, advisor and other directors to give advices concerning the company’s

management.

5. Review and approve land acquisition worth no more than Bt500 million. The purchase must be notified to

the Executive Committee, to proceed with the registration at the Lands Department.

6. Perform other tasks assigned by the company’s board.

Chief Executive Officer authority, duty and responsibility could not be transferred to others in a way that those

who are authorized by Chief Executive Officer can approve transactions that might lead to conflicts of interest (as

defined in the Securities and Exchange Commission’s announcement) with the company or the subsidiaries and

affiliates, or he/she has vested interest with exception that those transactions are regarded as normal course of

business as policies and principles set by the company’s board, in compliance with laws governing securities and

stock exchange, regulations, announcements, instructions or rules of the Stock Exchange of Thailand.

Note: * Revised by Board’s resolutions at the 1/2010 meeting on 22 January 2010.

8. Executives

The company’s executive team consisted of 8 members as of 31 December 201, as defined in the Securities and

Exchange Commission’s announcement

Name Title

1 Mr.Chainid Ngow-Sirimanee Chief Executive Officer

2 Mr.Pramote Rermyindee Company Secretary

3 Mr.Wicharn Siriwetwarawut Deputy Chief Operating Officer 1

4 Mr.Pornswat Katechulasriroj Deputy Chief Operating Officer 2

5 Mr.Wongsakorn Prasitvipat Deputy Chief Business Development Officer

6 Ms.Supee Reodecha Deputy Chief Financial Officer

7 Ms.Sirirat Wongwattana Deputy Chief Supporting Officer

8 Mr.Surasak Vacharapongpreecha Assistant Chief Financial Officer

37

Meeting allowances of the company’s board and 4 units of subcommittees in 2011-2012.

Name

Board of Directors

Audit Committee

Remuneration Committee

Nominating Committee

Risk Management Committee

2012 2011 2012 2011 2012 2011 2012 2011 2012 2011

Dr.Tawatchai Nakhata 6 7

Mr.Virayuk Puntupetch* 6 7 1 1

Mr.Chainid Ngow-Sirimanee 6 7

Dr.Somsak Toruksa * 6 6 9 8 1 1

Dr.Thamnoon Ananthothai * 6 6 9 8 8 8

Mr.Phairat Senachack 6 7

Mr.Vidhya Nativivat 5 7 1 1 1 1

Ms.Sirirat Wongwattana 6 7

Mr. David Bryce Van Oppen ** - 1

Mr.Ooi Boon Aun 5 7

Mrs.Nuanual Swasdikula-Na-Ayudhaya* 6 7 1 1 8 8

Mr.Krish Follett * 6 6 9 8 1 1

Mr.Wanchai Thanittiraporn * , *** 4 4

Mr.Anuwat Maytheewibulwut* , **** 2 -

Mr.Pramote Rermyindee 5 7 1 1 1 1

Mr.Boonliam Luangnakthongdee 7 8

Mr.Chirdsak Kukiattinun 7 8

Total 6 7 9 8 1 1 1 1 8 8

Note:

* Independent Directors

** Mr.David Bryce Van Oppen resigned as a director on 26 February 2011

*** Mr.Wanchai Thanittiraporn Appointed to director and independent director on 29 April 2011. And resigned from director and

independent director on 21 September 2012.

**** Anuwat Maytheewibulwut appointed to director and independent director accordance of the board of company

at the 5/2012 meeting on 12 November 2012.

Director and Executive Nomination

The selection committee exists to nominate individuals as the company’s directors. The Selection Committee will

shortlist qualified persons and submit the nominations to the Board of Directors or the shareholders meeting for the

appointment. The Selection Committee places the knowledge, ability and experiences on top priority in completing the

nomination, as the qualifications must support the company’s operations. (As specified by the scope of authority and

responsibility of the Selection Committee, in nominating company directors).

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ANNUAL REPORT2012


Components and appointment of directors

The company’s Board of Directors contains at least 5 members and at least a half of the board members must reside

in the Kingdom.

In voting for directors at the shareholders meeting, one share is equivalent to one vote. Each shareholder is obliged to

cast all votes for one or more persons, but they cannot ration votes for particular persons.

Majority votes count in the voting. In case of equal votes, it is to be decided by chairman of the meeting.

At annual shareholder meeting, one third of directors must end their term. If the number of directors cannot be divided

into three portions, the number of resigned directors must be as close as the one-third ratio.

Directors are barred from operating a similar business which competes against the company’s business, or being a

partner of a partnership, a partner without limit in a limited partnership, or a director of any juristic body that operates

in competition against the company, unless shareholders are notified of the fact before the appointment.

Directors must immediately notify the company if taking any part in contracts with the company or when the holding

of shares or debentures issued by the company or subsidiaries increases or decreases.

. Dividend policy of the company and su sidiaries The Board of Directors approved at the 5/2007 meeting a change in the dividend policy, which earlier set the dividend

payout ratio at 50% of after-tax profits as approved by the shareholders meeting. The change followed the alteration in the

accounting measure, which is based on the cost method rather than the equity method. The Company’s dividend payment

ratio was changed to 50% of the non-consolidated net profits after legal reserves. The ratio is also set in accordance with

the Company’s financial status, liquidity, investment plans and other factors related to the operations.

The company’s subsidiaries have dividend payout policy of at least 50% of unconsolidated net profit after deducting

legal reserve. Besides, financial position, liquidity, business expansion and other factors related to the company’s management

are also taken into dividend payment consideration.

39

Board of Directors

1. Dr.Tawatchai Nakhata Chairman Chief Executive Director

2. Mr.Chainid Ngow-Sirimanee Chief Executive Officer Deputy Chief Executive Director Director

3. Mr.Virayuk Puntupetch Deputy Chairman Independent Director Chairman of the Remuneration Committee

4. Dr.Somsak Toruksa Director Independent Director Audit Committee Chairman of Nominating Committee

5. Mr.Vidhya Nativivat Director Nominating Committee Remuneration Committee

. Dr.Thamnoon nanthothai Director Independent Director Audit Committee Risk Management Committee

. Mrs.Nuanual Swasdikula-Na- yudhaya Director Independent Director Chairman of Risk Management Committee Nominating Committee

8. Mr.Phairat Senachack Director Executive Director Consultant of Chief Executive Officer

. Mr. rish ollett Director Independent Director Chairman of Audit Committee Remuneration Committee

10. Mr.Ooi Bun un Director

11. Mr. nuwat Maytheewi ulwut Director Independent Director

12. Ms.Sirirat ongwattana Director Executive Director Deputy Chief Supporting Officer

13 Mr.Pramote Rermyindee Company Secretary

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ANNUAL REPORT2012


1

4

7

100

2

5

8

11

12

3

6

9

13

41

Organization ChartProperty Perfect Pu lic Company imited and su sidiary

Board Of Directors

Executive Committee

Chief Executive Officer CEO

Operating Group 1 COO 1 Operating Group 2 COO 2 Business Development Group CBO

Deputy Chief Operating Officer 1 Deputy Chief Operating Officer 2 Deputy Chief Business Development Officer

ssistant Chief Operating Officer 1

Project Management Division Zone 1

Project Management Division - The Villa Project Planning Division


Project Management Division - iCondo

Design Project Development Division


Projects Planning and Development Division

iCondo Uniloft

Pu lic Relations and Corporate Communication Division

Construction Management Division

Construction Management Division - iCondo Uniloft


Project Management Division - Uniloft dvertising Division


Construction Management Division - The Villa Sales Management Division

egal Procedure Ownership Transfer Division

ssistant Chief Operating Officer 2

ssistant Chief Business Development Officer


udit Committee

Internal udit dvisors to the


Nominating Committee

Chief dvisor to the Board of Directors

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ANNUAL REPORT2012


inancial Group C O Supporting Group CSO

Deputy Chief inancial Officer Deputy Chief Supporting Officer

Investor Relation Information System Division

inance Treasury Division

und Management and De enture Division

ccounting Division

Human Resources Division

General dministration Division

Budgeting Division

ssistant Chief inancial Officer ssistant Chief Supporting Officer

Office of the Chief Executive Officer

egal

Research Business Development Division

Product Development Quality Control Division


Company Secretary

43

Perfect Masterpiece

1. Perfect Masterpiece Rattanati et Phase 1-3Time to Develop 2007-2017

Product Single Detached House

Total Units 344

Total Project Value 4,525 Million Baht

Remaining Units 188

Remaining Project Value 2,918 Million Baht

2. Perfect Masterpiece Rama IXTime to Develop 2008-2013


Total Units 284


Remaining Units 15

Remaining Project Value 230 Million Baht

3. Perfect Masterpiece RatchapruekTime to Develop 2011-2013


Total Units 42

Total Project Value 620 Million Baht

Remaining Units 13


4. Perfect Masterpiece RangsitTime to Develop 2011-2013


Total Units 33


Remaining Units 24


5. Perfect Masterpiece RamkhamheangTime to Develop 2011-2013


Total Units 65


Remaining Units 42


Project’s InformationProject of Property Perfect Plc. and Su sidiary on 31 Decem er 2012.

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ANNUAL REPORT2012


Perfect Place

6. Perfect Place Rattanati etTime to Develop 2005-2015


Total Units 963


Remaining Units 232


7. Perfect Place RatchapruekTime to Develop 2009-2013


Total Units 391


Remaining Units 6


8. Perfect Place RangsitTime to Develop 2011-2013


Total Units 114


Remaining Units 81


9. Perfect Place Ramkhamhaeng-Suvarna humi 2Time to Develop 2010-2014


Total Units 282


Remaining Units 157


10. Perfect Place Sukhumvit77-Suvarna humiTime to Develop 2004-2014


Total Units 945


Remaining Units 82


45

Perfect Park Maneerin11. Maneerin ake Park Ratchapruek-Tiwanon

Time to Develop 2003-2013


Total Units 702


Remaining Units 58


12. Perfect Park RamaV-Bangyai Phase1-5Time to Develop 2006-2015

Product Single Detached House,

Duplex House

Total Units 1,633


Remaining Units 538


13. Perfect Park Suvarna humi Phase 1-2Time to Develop 2007-2014


Total Units 503


Remaining Units 160


14. Perfect Park RangsitTime to Develop 2010-2014


Total Units 165


Remaining Units 111


15. Perfect Park Bang uathongTime to Develop 2010-2014


Total Units 403


Remaining Units 274


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ANNUAL REPORT2012


The Villa Modi Villa16. The Villa Rattanati et

Time to Develop 2006-2013Product Townhouse, Duplex HouseTotal Units 1,427Total Project Value 3,497 Million BahtRemaining Units 219Remaining Project Value 712 Million Baht

17. The Villa Ram-IndraTime to Develop 2010-2013Product Townhouse Total Units 295Total Project Value 700 Million BahtRemaining Units 14Remaining Project Value 43 Million Baht

18. The Villa Bang uathongTime to Develop 2010-2013Product TownhouseTotal Units 301Total Project Value 660 Million BahtRemaining Units 75Remaining Project Value 167 Million Baht

19. Modi Villa adkra angTime to Develop 2012-2016Product Single Detached House,

Duplex HouseTotal Units 190Total Project Value 600 Million BahtRemaining Units 182Remaining Project Value 573 Million Baht

20. Modi Villa Town Home adkra angTime to Develop 2012-2016Product TownhouseTotal Units 472Total Project Value 900 Million BahtRemaining Units 459Remaining Project Value 876 Million Baht

21. Modi Villa Pinklao-Outer RingTime to Develop 2012-2014Product Single Detached House,

TownhouseTotal Units 492Total Project Value 1,200 Million BahtRemaining Units 378Remaining Project Value 1,086 Million Baht

47

Metro Park22. Metro Park Sathorn Phase 1-3

Time to Develop 2005-2014Product CondominiumTotal Units 4,612Total Project Value 8,213 Million BahtRemaining Units 1,024Remaining Project Value 1,792 Million Baht

Metro Sky The Sky 23. The Sky Sukhumvit

Time to Develop 2012-2015Product CondominiumTotal Units 743Total Project Value 3,300 Million BahtRemaining Units 270Remaining Project Value 2,446 Million Baht

24. Metro Sky asetTime to Develop 2012-2014Product CondominiumTotal Units 730Total Project Value 1,700 Million BahtRemaining Units 252Remaining Project Value 603 Million Baht

25. The Sky RatchadaTime to Develop 2012-2015Product CondominiumTotal Units 1,028Total Project Value 3,720 Million BahtRemaining Units 779Remaining Project Value 2,844 Million Baht

26. Metro Sky PhahonyothinTime to Develop 2013-2015Product CondominiumTotal Units 1,382Total Project Value 4,100 Million BahtRemaining Units 761Remaining Project Value 3,628 Million Baht

iCondo 27. iCondo Ngamwongwan 1

Time to Develop 2011-2013Product CondominiumTotal Units 364Total Project Value 445 Million BahtRemaining Units 88Remaining Project Value 81 Million Baht

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ANNUAL REPORT2012


28. iCondo Sukapi an 2Time to Develop 2011-2013Product CondominiumTotal Units 658Total Project Value 914 Million BahtRemaining Units 217Remaining Project Value 286 Million Baht

29. iCondo Sukhumvit 105Time to Develop 2011-2013Product CondominiumTotal Units 1,384Total Project Value 1,952 Million BahtRemaining Units 811


30. iCondo Sukhumvit 103Time to Develop 2011-2014Product CondominiumTotal Units 840Total Project Value 1,368 Million BahtRemaining Units 416Remaining Project Value 672 Million Baht

31. iCondo Ngamwongwan 2Time to Develop 2012-2013Product CondominiumTotal Units 398Total Project Value 559 Million BahtRemaining Units 173Remaining Project Value 242 Million Baht

32. iCondo asetTime to Develop 2012-2013Product CondominiumTotal Units 181Total Project Value 281 Million BahtRemaining Units 4Remaining Project Value 7 Million Baht

33. iCondo Phet asem 39Time to Develop 2012-2013Product CondominiumTotal Units 404Total Project Value 541 Million BahtRemaining Units 59Remaining Project Value 79 Million Baht

Note.* Subsidiary’s Project (Estate Perfect Co.,Ltd.)

** Subsidiary’s Project (Residence Number Nine Co.,Ltd.)

*** Subsidiary’s Project (Bright Development Bangkok Co.,Ltd.)

49

MAP

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ANNUAL REPORT2012


Marketing

(1) Product Strategies

Design

Low Rise Residential Units

The company applies data from the research and development department in designing to best respond to customer

preferences. The company’s product design covers single detached houses, Duplex house and townhouses - with

focus on the look and usable space to fit the new lifestyle as well as Thailand’s weather condition. The design

team works with leading architecture firms in creating new innovative features - having the design, usable space

and cost-efficiency as the priorities which serve demand and lifestyle meet different demand of customers.

The company has introduced new brands in response to consumers’ preferences in terms of home designs, space

and trends as follow.

Marketing and

Competition

51

S-Series is for Perfect Masterpiece Brand’s target, with the modern, spacious and full-function designs for all

family members. Its highlights are the Leisure Room that connects the house with the lush and private garden

and the upper-floor Garden Patio, the outdoor space that can be modified into a floating garden or a private

party venue. Coming with this are the vast parking space for 3-4 vehicles.

V-Series is for Perfect Place Brand’s target, luring them with the modern design that compliments the spacious

living concept highlighted by high ceilings and wide glass panels in the living room and master bedroom and

garden-linked patio. It fits the lifestyle of the new generation to whom health and environment comes into play.

C-Series design was launched for Perfect Park and Perfect Place brands to improve the urban lifestyle features

as following :

Cool lifestyle Meeting the requirements of all lifestyles of new families, with more open space for all members’

activities.

Click design Outstanding new functions for maximum space utilization, hidden in modern interior and exterior

designs.

Convenience function All corners are designed for different functions and usable space designs, which fit well

and serve demand and more energy-saving.

City location Various accesses to the city area through expressways, Airport Rail Link, Purple Line electric train

and Red Line electric train

The design has received warm welcome and continually boosted sale revenue even at times of falling demand.

Perfect Masterpiece Rattanathibet project was recognized as an outstanding developer, through the “Thailand

Property Awards 2012”. And Perfect Place Rangsit was also named an outstanding private development project

(single house) of 2012.

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ANNUAL REPORT2012


High Rise Residential Units

The company has created the following condominium brands, according to target groups.

Metro Park, low Rise condominium, near the city center and along the electric train route. The project’s price tag

is between Bt1.2-Bt3 million per unit.

Metro Sky, high-rise condominium, to lure home buyers looking for city units near the electric train routes. The

units are priced between Bt2.0-Bt5.0 million per unit.

The Sky, in 2012, the company launched new project in the name of “The Sky’” to cash in on rising demand for

condominiums and to expand the client base towards the premium segment. The high-rise condominium brand

will target the new generation who seeks different products for their unique lifestyles. The condominiums will be

completed with high-quality materials and offer a variety facilities. The units will be designed for maximum space

utilization. The units will be priced in the range of Bt2.5-Bt9 million.

In 2012, “MO ” was launched, highlighting the 4-meter-high ceiling and new space in the air. Invented for

high-rise living, the new design is offered through Metro Sky and The Sky condominium brands

iCondo, by Bright Development Bangkok Company Limited (subsidiary). The low-rise condominium is designed

to principally satisfy customers who seek accommodations in the city area or near the city area with convenient

access to electric trains and expressways. The condominium is priced Bt1.0-Bt2.0 million.

Uniloft, a new premium dormitory project by Bright Development Bangkok Company Limited (Subsidiary). This

would be rented to students under the “Extraordinary Campus Living” concept, with the aim to raise the dormitory

standards for students who show greater demand for well-managed accommodations near universities. The

company plans to sell the entire project to a property fund, targeting investors who seek constant and stable

returns.

In 2013, the company plans Uniloft Condominium development projects in response to demand for near-university

accommodation.

The company and subsidiaries’ condominiums will draw customers mainly with the larger-than-required central

area for the comfortable lifestyle. The condominiums will possess the single house project’s ambience, fully

equipped with a swimming pool, a fitness center and quality security system.

53

Community Mall

The property market is cladded with large-sized developers who possess unlimited financing for the competition

and complimentary project developments. In raising development’s added value, the Company focuses on the

environment inside and outside the projects. From a research study on new-generation lifestyle, community malls

are a factor to quicken buyers’ decision, while serving as a source of long-term revenue.

The Company plans community malls near its projects in potential areas, coming with different sizes. In 2013,

The plan to develop three community mall - at the East zone on Sukhumvit77 road with Branded as Metro East

Town, Metro West Town at Western zone on Kalaprapruek road and Metro UP Town on Ramintra Road, they will

have combined space of 93,127 square meters on total area of 39 rai. The malls are expected to open late 2014.

Construction Quality

Conventional System

The company controls construction works quality, by having contractors complete the designed works with

quality materials within the specified period. The construction pattern and methods are jointly formulated to meet

the company’s standards.

Prefabrication System, Skeleton rame and Tunnel ormwork

Foreseeing construction-related problems like labor shortage, an increase in construction cost and the longer

construction period, the Company plans the capacity expansion for the prefabrication, skeleton frame and tunnel

formwork production. This will concurrently address the above problems and support the Company’s business

expansion, by shortening the construction period from 6-8 months to 4-5 months. Construction quality is not

compromised by the approach, as materials are mainly supplied by SCG Building Materials Company Limited to

ensure durability, strength and beauty. To control the procurement cost, the Company resorts to bulk purchases.

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ANNUAL REPORT2012


The company struck a partnership with Siam Cement Public Company Limited (SCG), whereby both jointly

introduced a house completed by the innovative Modular system. As a choice to customers, the “SCG HEIM

innovative House” is designed to enhance the quality of life through modern technology, high-quality materials

and precise quality assessment. The alternative for innovation-centric customers is first available as part of

premium-grade projects.

In selling land and house, the Company focuses on offering finished houses, which match the need of customers

who want to move in immediately after purchases. They can view the complete units before making a decision.

Within 1 month after purchases, the units can be transferred to customers who can immediately move in.

Environment Impact Assessment

Aside from enticing designs, functions and reasonable prices, the Company pays attention to the project planning,

environmental management, infrastructure system, security system and after-sale services for customers’

maximum benefits. The Company has also hosted activities for major festivals, where its customers can meet

neighbors and nurture their good relationship. With the focus, the company won EIA Monitoring Award from the

Natural Resources and Environment Ministry for three consecutive years. The three projects received the awards,

In 2005-2007,Perfect Place Rattanathibet, Perfect Place Ramkhamhaeng phase 1

In 2006 - 2008, Perfect Place Ramkhamhaeng phase 2 and 3

In addition, the company provides public gardens, lakes, large and perfect club houses and shops in the club

house areas to facilitate customers. The company has teamed up with business partners to open their shops in

the club house areas such as Black Canyon, True coffee, Clark Hatch Fitness Center, V Shop and 108-Shop

Convenience stores. These facilities differentiate the company’s projects from others’, creating the friendly

ambience to residents who have warmly welcomed the concept.

(2) PricingThe company has policy to set prices based on the economic condition, market demand and competition. These

factors are jointly considered with costs, locations, project types and market conditions when compared with competitors.

There are several guidelines for price setting such as setting higher price than rivals but better designs, and environmental

and convenient facilities. The company has offered various project types and prices starting from aBt1.0 million to the luxu-

rious projects with prices in a range of Bt9 million up to serve different demand as follows :

55

The table described residence prices by brand

Type

Pricing (Unit: Million Baht)

1.0 – 2.0 2.0 – 3.0 3.0 – 4.0 4.0 – 5.0 5.0 – 9.0 9.0 up

Single Detached House and Duplex House

Townhouse

Condominium

9.0 MB. up

4.0 - 9.0 MB.

2.5 - 9.0 MB.

2.0 - 5.0 MB.

2.8 - 5.0 MB.

3.5 - 5.0 MB.

1.5 - 3.0 MB.

1.0 - 1.2 MB.

1.0 - 2.0 MB.

1.7 - 3.0 MB.

1.7 - 3.5 MB.

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ANNUAL REPORT2012


(3) Place

Location The company’s projects are mostly located in high-potential locations, set along the electric train routes or new roads as.

In the North and West of Bangkok,

The projects will be located on main roads along the Purple Line route (Bang Sue-Bang Yai), Red Line (Bang

Sue-Rangsit) and Pink Line (Kharai-Min Buri), which include Ratchaphruek, Chaiyaphruek, Rattanathibet,

Kanchanapisek, Nonthaburi Bridge -Bang Buathong road and Rangsit-Pathum Thani roads. These encompass

roads linking to important area as Rama 4 Bridge (crossing the Chao Phraya River) and roads that link Ratchaphruek

and Kanchanapisek roads which link area from Chaengwattana road to Kanchanapisek road. Ratchaphruek Road

is being expanded from 6 lanes to 10. With proximity to the second-stage expressway and the new express way

Sri Rath-Outer Ring which aside from shopping centers like Central West Gate Bang Yai, Central Chaengwattana,

Central Rattanathibet, Future Park Rangsit and The Crysta shopping center.

In the East,

New projects will be located on main roads along the Airport Rail Link, the Pink Line (Kharai Min Buri), and Orange

Line (Talingchan-Min Buri). Near Suvarnabhumi Airport, the main roads include Ramkhamhaeng road, Sukhumvit

77 road and Romklao road, promising linkages to the Motor Way towards Chon Buri and Pattaya in the East and

the Eastern outer ring road towards North and South of Bangkok.

Urban

City projects are in business areas like near Motor

way, Airport Rail Link, BTS and MRT subway as

well as the routes which running and to be opened

soon. They are mostly up-scale housing units

(Perfect Masterpiece), 3-storey townhouses (The

Metro) and condominium (Metro Park, Metro Sky,

The Sky, iCondo).

(4) Promotion

Advertising & PlaceThe company has applied the integrated communications as newspaper, TV Scoop, radio spot, Billboard, Direct mail

etc, in selling the products. Mass media is exploited for the one-time advertisement to advertise a number of projects to

target customers in lower advertising cost. Complimenting the strategy is the direct marketing, whereby a specific media is

chosen for a particular target group and a particular campaign, marketing events and customer relationship management

(CRM) to take care of existing customers. The Perfect Friend Club is launched to thank existing customers who introduce

the projects to their friends, as a means to effectively reach out to target customers at a low cost. The ratio of units sold

under the scheme has been significantly rising, thanks to clients’ recommendations to their friends and relatives.

57

The company has been offensive

in terms of marketing activities. It is

reaching out to customers through

website, social media (Facebook and

Twitter), and specialized activities for

customers visiting the websites of the

company and subsidiaries. Through new

applications, communication channels

are extended to cover smart phones and

tablets, to ensure convenient and fast

access to the Company’s marketing

information. Through the warmly-

welcomed Perfect Card membership, it

also builds a communication linkage with

customers to promote the company’s

products.

The company has devised unique promotions for particular groups of target customers with realization of their different

preferences, to speed up their buying decision process. The strategies take into account economic environment at a certain

period. For example, for customers seeking a complete house, with help from leading financial institutions, they are offered

with low-interest loans, an extended borrowing period, and the step installment program. Through cooperation with leading

furniture makers, the company offers customers a chance to buy a house with furniture at special prices, to help them save

shopping time and reduce the need for an interior design. Special furniture prices also save their money, as loans for

furniture purchase often carry higher interest rate than mortgage loans.

(5) Brand Building Strategies

The company’s brand has been differentiated from competitors’. The Brand DNA is created under the “Happy Living”

concept, to underline the company’s focus in creating the new living standards for all residing in the Property Perfect projects.

Happy Living contains 4 main happiness-supporting components

House (Happy with Perfect uality) Residing in high-quality houses, which are well-designed for maximized

functions and pleasant look as well as for energy saving and environmental friendly purposes. The construction

works are closely and thoroughly monitored and applied modern technology like the prefabrication which ensures

short construction period but standard quarter. All the units are also subjected to the QC Pass system before

delivery to customers.

Security (Happy with Peace of Mind) Deriving from maximum security. Through cooperation with Thai Secom

Pitakkij Co., Ltd. (SECOM), a leader security system provider in Japan, the trustworthy Home Security system is

designed for all projects to cover from the entrance, guard booths and the overall projects’ space to customers’

home.

Lifestyle (Happy with Healthy Lifestyle) Property Perfect is more than just a home. Here, activities are created to

meet customers’ lifestyles. The projects are fully equipped with facilities like a giant club house, where fitness,

swimming pools, gyms, shops and other services. The central area is also open for relaxing and exercising

purposes as well as family activities, something that they need not to find outside the projects.

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ANNUAL REPORT2012


Green Environment (Happy with riendly Environment) Near-nature environment is provided, with the larger

central space which offers floral trees and large lakes for cool living amid fresh air.

The company believes that a successful brand is built upon customers’ good experiences, which will lead to the

company’s sustainable image. The construction works, design and project planning are thus properly designed,

along with emphasis on environment management, infrastructure and security inside the projects. Activities are

also hosted for better relationships among residents, to create a warm community and happy environment to all

residents. Favorable communities spark words of mouths among residents of the company ’s projects, which is

a sustainable way to build brand.

Competition

Housing market growth momentum from 2012, buoyed by consumer confidence in the economy and political stability

and growing awareness on trade and investment opportunities promised by the Asean Economic Community (AEC) in the

next two years, is expected to continue in 2013. Also supportive to further expansion are the government’s infrastructure

policies that encompass the mass transit system, the expressway network, high-speed trains and the flood prevention

system. The economic condition is favorable for the industry, with low-interest policy, the Bt300 minimum wage, and the

Bt15,000 minimum salary for graduates. This is despite some external and internal negative factors like the euro-zone

public debt, the US economic prospect, the Bank of Thailand’s loan-to-value regulations to limit single-house mortgage

loans at 95% of value. The single-house LTV regulations, enforced first in the condominium segment, take effect this year.

However, positive factors weigh more on purchasing power than negative factors.

Competition in 2013 and beyond is expected to intensify, mostly by large-sized developers’ extension of the range of

products to cover all segments of buyers. They are fully ready to adapt marketing strategies, while strengthening the branding

recognition aside from product positioning for greater loyalty and sale revenue in the long term. Facing a sharp increase in

construction costs, developers are compelled to focus more on prefabrication technology to ensure prompt delivery.

Functional designs are adjusted in light of smaller space, to ensure affordability in preferred locations.

59

The real estate industry in 2012 staged a strong recovery from 2011 when the industry

was hit hard by the flood disaster. Fears on a reoccurrence took a toll on the industry in

the first half, but the annualized demand and supply advanced despite a slight fall in the

low-rise segment. Compared to 2011, the number of completed residential units in Bangkok

and peripheral provinces increased by 37% while the number of residential transfers rose

by 3% and the value went up by 12%. In the Greater Bangkok, condominium projects

showed a greater portion of newly-launched projects while new low-rise unit launches

slightly declined. The overall newly-launched units increased by 19% while combined

value rose by 17%. Supply absorption also rose accordingly. Combined sale value advanced

by 31%. Coupled with a huge growth in provincial sales, this reflected the improvement in

the real estate industry.

Thailand’s economy expanded by 6.4% in 2012, rebounding from the 0.1% growth in

2011 (Source: The Office of National Economic and Social Development Board) thanks to

positive improvement in global economy and higher domestic private consumption and

investment on the back of government policies - for example, the minimum wage hike and an

increase in civil servant salary, the rice-pledging scheme, the first-car buyer scheme, the first-

home buyer scheme as well as the gradual cuts in corporate tax rates. While these boosted

domestic spending, public consumption and investment played a role in buoying the economy.

Real Estate

Market Conditions and Outlook

37%In 2012, the number of

completed residential units in

Bangkok and peripheral provinces

increased by 37%

19%In 2012, the overall newly-launched

units increased by 19% while

combined value rose by 17%.

31%In 2012, supply absorption also

rose accordingly. Combined sale

value advanced by 31%.

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ANNUAL REPORT2012


Aside from domestic economic rebound, the real estate industry enjoyed an improvement in other fronts - political stability,

low interest rates and importantly progress on new and extended mass-transit routes.

Directly propelling the industry include the first-home buyer scheme which gives tax credits worth 10% of the value of

houses priced no more than Bt5 million; Government Housing Bank’s first-home scheme which offers the 3-year zero interest

rate for the purchases of houses priced no more than Bt1 million; upto Bt100,000 tax deduction on post-flood residential

rehabilitation; Bank of Thailand’s soft loan scheme which offers five-year 3% fixed rate loans to flood victims; and Government

Housing Bank’s relief measures for flood victims.

In the first half of 2012, consumers were rather concerned with the reoccurrence of a flood disaster, which led to a

decline in sale of low-rise projects which are mostly located in flood-affected areas. In contrast, this was a factor that

increased demand for condominium units. The brisk demand for low-rise units returned when there was no sign of another

disaster in 2012.

Residential transfers in the Greater Bangkok reached 156,300 units in 2012, up by 3.3% from 2011. Low-rise transfers

covered 89,636 units, down by only 1.6%; transfers of condominium units - which accounted for 43% of total transfers -

increased by 10.6% to 66,681 units. (Source: Government Housing Bank’s Real Estate Information Center)

In 2012,The value of transferred units in the Greater Bangkok advanced 12% from 2011 to Bt357,147 million. Of total,

the value of transferred low-rise units rose 9% to Bt221,473 million, while that of condominium units went up by 16% to

Bt135,671 million. (Source: Government Housing Bank’s Real Estate Information Center)

The number of complete units in the Greater Bangkok increased by 31% from 2011 to 107,490 units in 2012. Of total,

low-rise units accounted for 42,774, down by 9% on year; while the number of condominium units - accounting for 60% of

total - spiked by 86% to 64,716 units. (Source: Government Housing Bank’s Real Estate Information Center) The sharp

spike was mainly the result of new projects along new and extended mass-transit routes

No. of registered residential units in Greater Bangkok during 1995-2012 (by category)

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Single detached

house 48,909 44,877 41,305 23,985 17,469 23,128 24,041 24,973 34,592 44,248 46,643 42,764 38,705 34,618 28,998 31,687 31,813 31,193

Duplexhouse 1,089 791 1,009 196 178 539 227 80 1,144 945 678 965 1,556 2,296 1,138 1,520 1,462 1,192

Townhouse/

Shophouse 61,944 60,373 43,480 11,895 2,319 2,728 5,062 7,011 12,950 15,418 13,858 17,421 17,837 14,616 11,116 13,767 13,847 10,389

Condominium 66,911 70,575 62,837 30,978 9,063 6,679 4,650 5,118 7,399 8,439 10,534 18,607 17,432 34,049 53,725 59,919 34,734 64,716

Total 178,853176,616148,631 67,054 29,029 33,074 33,980 37,182 56,085 69,050 71,713 79,757 75,530 85,579 94,977106,893 81,856107,490

Source: Government Housing Bank’s Real Estate Information Center

61

Graphic 1: No. of registered units in Greater Bangkok during 1995-2012 (by category)

Source: Government Housing Bank’s Real Estate Information Center

On the supply side, developers picked up speed in introducing condominium projects and postponed the launch of

low-rise projects. A total of 100,151 units were launched in 2012, up by 19% from 2011. (Source: Agency for Real Estate

Affairs) The 62,548 condominium units, accounting for 62% of total new units against 49% in 2011, represented a 50%

increase from 2011. Meanwhile, the number of new single houses decreased by 24% to 12,720 units, while that of

townhouses rose slightly by 2.8% to 22,503 units. The townhouses were mostly introduced in the second and third quarters.

Newly-launched units in 2011 and 2012

2011 2012 Changes%

Single detached house 16,824 12,720 -24.39%

Duplex House 3,782 2,380 -37.07%

Townhouse 21,872 22,503 2.88%

Condominium 41,492 62,548 50.75%

Total 83,970 100,151 19.27%

Source: Agency for Real Estate Affairs

50,000

100,00

150,00

200,00

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ANNUAL REPORT2012


Graphic 2: Comparative number of newly-launched units during 2011-2012 (by category)

Real estate market in 2012 : In the year, 13,300 single houses were sold, down by 14% from 2011, but inventory at

the end of the year shrunk by 2% from 2011 to 38,778 units due to the delay of most projects. In the year, 23,539 units of

townhouse were sold, up by 2% from 2011, but inventory also declined by 3% to 38,617 units due to tight supply and

demand. In the year, sold condominiums increased by 73% from 2011 to 65,215 units, but end-year inventory declined by

6% from 2011 to 40,853 units. Though the number of newly-launched condominium units went up, the number of sold units

outpaced the rate, resulting in a drop in the inventory. (Source: Agency for Real Estate Affairs) Nevertheless, this

represented the booking. Data on the construction and transfers is to be monitored. Overall, the residential supply and

demand is quite balanced, resulting a low risk in high inventory or oversupplies.

In 2013,Thailand’s economy is expected to expand by 4.5-5.5%. (Source: The Office of National Economic and Social

Development Board) The forecast is based on the assumption that domestic demand will remain buoyant, while improvement

in the global economic recovery is expected. The interest rate is expected to remain low, against relatively-normal inflation,

while the baht tends to appreciate further which will affect the export sector. Higher purchasing power and consumer

confidence is believed to boost the real estate market in 2013.

Trend of Real Estate Marketing in 2013, Riding on consumer confidence, the real estate market is expected to chalk up

continued growth. Demand for low-rise units should return after buyers delayed their purchase decision in the past year.

Condominium should further enjoy a brisk demand for units along new transport routes and major business areas, supported by

favorable factors like the construction of new and extended mass transit routes which boost both demand and supply in new

locations. Provincial demand will rise in provinces which experience high growth in industrial and tourism income and provinces

which are the strategic points of cross-border trade and logistics. Low interest rate and competitive property and mortgage loan

businesses are on the plus side for consumers.

2011 16,824 3,782 21,872 41,492 83,970

2012 12,720 2,380 22,503 62,548 100,151

Change% -24.39% -37.07% 2.88% 50.75% 19.27%

63

However, if the pace of housing price adjustment surpasses real demand, this could lead to sale contraction. Another

risk factor concerns the high number of units to be completed in each year. Some of bought units could be re-sold, creating

excess supply. Vice versa, a price increase will force buyers to make a quicker decision and encourages the launch of new

projects in suburban areas.

Small-sized units will be in higher demand, due to the current consumer behavior and purchasing power as well as an

increase in land prices and construction costs. Developers themselves are focusing on the development of small units and

adjusting to the construction cost. Supply and demand of small units like condominium, duplex house and townhouse will

rise. Demand of single houses will remain strong, but the growth rate depends on the economic growth and consumer

confidence as well as the expansion of transport routes - new roads, expressways and river bridges. Importantly, the

completion and construction of new mass-transit routes will drive up the demand. Meanwhile, growing residential demand

in provinces could represent a new opportunity for all developers.

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ANNUAL REPORT2012


Financial structure

The company’s securities

1. Common shares

Accounting year 31 Dec.2009 31 Dec.2010 31 Dec. 2011 31 Dec. 2012

Registered capital

- Value (Bt) 6,552,000,000 6,552,000,000 5,961,161,256 5,961,161,256

- No. of shares 1,092,000,000 1,092,000,000 5,961,161,256 5,961,161,256

Registered capital

- Value (Bt) 4,726,329,720 4,726,344,720 4,726,456,320 5,641,047,963

- No. of shares 787,721,620 787,724,120 4,726,456,320 5,641,047,963

- Par value (Bt. /Shares) 6.00 6.00 1.00 1.00

As of 31 December 2009 , the company’s registered capital stood at Bt6,552,000,000 (1,092,000,000 shares at Bt6

par value) and paid-up capital totaled Bt4,726,329,720 (787,721,620 shares at Bt6 par value).

As of 31 December 2010, the company’s registered capital totaled Bt6,552,000,000 (1,092,000,000 shares at Bt6 par

value) and paid-up capital totaled Bt4,726,344,720 (787,724,120 shares at Bt6 par value). The paid-up capital increased

Bt15,000 following the exercise of warrants (for 2,500 shares at Bt6 apiece) in December. The new shares were registered

with the Commerce Ministry on 11 January 2010.

On 29 April 2011, the shareholder resolutions are as follows;

1. To cancel 160,405,804 common shares, Bt6 par value, totaling Bt962,434,824.

2. To cancel 135,000,000 common shares, Bt6 par value, totaling Bt810,000,000.

3. To reduce the registered capital from Bt6,552,000,000 (1,092,000,000 common shares, Bt6 par value), to Bt4,779,565,176

(796,594,196 common shares, Bt6 par value), by cancelling shares as in Resolutions No. 1 and 2.

4. To change the par value from Bt6 to Bt1.

5. To increase the registered capital from Bt4,779,565,176 (4,779,565,176 shares, Bt1 par value) to Bt5,961,161,256

(5,961,161,256 shares, Bt1 par value) through the issuance of 787,730,720 shares, at Bt1 par value to existing

shareholders. A number of 393,865,360 new shares, at Bt1 par value, will also be reserved for warrant exercise.

(Details in No.2 of Warrants)

As of 31 December 2011, the company’s registered capital stood at Bt5,961,161,256 (5,961,161,256 shares with Bt1

par value),from 30 December 2010, following the reduction of capital by Bt1,772,434,824 (295,405,804 shares with Bt6 par

value) per Resolutions No. 1, 2 and 3. to Bt4,779,565,176 (796,594,196 shares with Bt6 par) through the cancellation of

unallocated common shares. The company also raised the registered capital per Resolutions No. 4 and 5, to Bt5,961,161,256

(5,961,161,256 shares at Bt1 par). Paid-up capital increased to Bt4,726,456,320 (4,726,456,320 shares at Bt1 par), resulting

from the exercise of warrants worth Bt39,600 (39,600 shares at Bt1 par) in December 2010 and the exercise of warrants

worth Bt72,000 in June 2011 (72,000 shares at Bt1 par). The company registered the capital increase with the Commerce

Other Information

65

Ministry following the warrant exercises on 13 January 2011 and 11 July 2011, respectively.

As of 31 December 2012, the Company’s registered and paid-up capital rose to Bt5,641,047,963 ( 5,641,047,963 shares at Bt1

par value). This follows the capital increase of Bt787,730,720 (through the issuance of 787,730,720 at Bt1 par value) as well as the

exercise of warrants (PF-W2) in June and November 2012 worth Bt52,928,322 (for 52,928,322 shares at Bt1 par value) and the

exercise of warrants PF-W3) in September 2012 worth Bt73,932,601 (for 73,932,601 shares at Bt1 par value).

The new shares were registered with the Ministry of Commerce on 29 June 2012, 6 July 2012 and 12 October 2012,

respectively.

2. WarrantsFree warrants to right offering subscribers: Shareholders at the annual meeting on 29 April 2011 approved the issu-

ance of free warrants to existing shareholders who subscribe for capital-increase shares at the ratio of one warrant to

every 2 new shares subscribed. (Detail is in No.1 Common Shares). Detail is as follow;

No. of warrants 393,865,360 units

Maturity 3 years from issue date

Exercise date Last working day of each quarter

Exercise price 1 baht

Exercise ratio 1:1 To date, the company has not yet issued the warrants.

Warrants A number of 393,865,295 warrants are allocated to right-offering subscribers. The warrants were listed on the Stock

Exchange of Thailand on 18 July 2012 and started trading on 1 August 2012. The warrants were issued on 18 July 2012 and will

expire on 18 July 2015.

In September 2012, the Company received the Bt73,932,601 advance payment for the exercise of 73,932,601 warrants

(for 73,932,601 shares at Bt1 par value). The Company registered the new shares worth Bt73,932,601 with the Ministry of

Commerce on 12 October 2012.

3. Debentures

Details of outstanding debentures as of 31 December 2012 are as follows;

(A) Partially-collateralized debentures #1/2010*

Specific name : Partially-collateralized debentures of Property Perfect Public Company

Limited #1/2010, maturing in 2013

Type : Holder-bearing, partially-collateralized debentures, with trustee

No. of debentures : 1,500,000 units

Face value : 1,000 Baht

Issue size : Bt1,500 million

Offering method : Public offering to the general public and institutional investors

Issue date : 26 February 2010

Maturity : 3 years from issue date

Maturity date 26 February 2013

Interest rate : Fixed 5.9% per annum

Interest payment schedule : 26 February, 26 May, 26 August and 26 November of every year throughout

the debentures’ life.

Principal payment : Principal payment maturity date, 26 February 2013

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ANNUAL REPORT2012


Early redemption : None

Other significant condition : Debt to equity ratio must be maintained at no more than 1.75:1

Credit rating : “BBB/Stable” by Tris Rating Co., Ltd.

Trustee : TMB Bank Public Company Limited

Registrar : TMB Bank Public Company Limited

Secondary Market : Thai Bond Market Association

* Redemption on 26 February 2013.

(B) Secured debentures #3/2010

Specific name : Secured debentures of Property Perfect Public Company Limited #3/2010,

maturing in 2013

Type : Holder-bearing, secured debentures with trustee



Issue size : Bt1,000 million


Issue date : 18 November 2010


Maturity date : 18 November 2013


Interest payment schedule : 18 November, 18 February, 18 May and 18 August of every year through-

out the debentures’ life.

Principal payment : Principal payment maturity date, 18 November 2013


Other significant condition : Debt to equity ratio must be maintained at no more than 2:1

Credit rating : “BBB-/Stable” by Tris Rating Co., Ltd.

Trustee : Thanachart Bank Public Company Limited

Registrar : Thanachart Bank Public Company Limited


67

(C) Partially-collateralized debentures # 1/2012 (1)


Limited #1/2012 (1), maturing in 2014

Type : Unsecured holder-bearing debentures with trustee

No. of debentures : 500,000 units


Issue size : Bt 500 million


Issue date : 15 March 2012


Maturity date 15 March 2014

Interest rate : Fixed 5.35 % per annum

Interest payment schedule : 15 March, 15 June, 15 September and 15 December of every year

throughout the debentures’ life.

Principal payment : Principal payment maturity date, 15 March 2014



Credit rating : “BBB Stable” by Tris Rating Co., Ltd.

Trustee : Thanachart Bank Public Company Limited

Registrar : Bank of Ayudthaya Public Company Limited


(D) Partially-collateralized debentures # 1/2012, (2 )


Limited #1/2012 (2), maturing in 2015




Issue size : Bt 2,000 million


Issue date : 15 March 2012


Maturity date 15 March 2015

Interest rate : 5.35% per annum in 1st-2nd years and 6.25% per annum in 3nd year

(Average 5.65 % per annum )

Interest payment schedule : 15 March, 15 June, 15 September and 15 December of every year

throughout the debentures’ life.

Principal payment : Principal payment maturity date, 15 March 2015




Trustee : Bank of Ayudthaya Public Company Limited

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ANNUAL REPORT2012




(E) Short-term debentures # 1/2012(1)

Specific name : Short-term debentures of Property Perfect Public Company Limited

#1/2012 (1), maturing on 5 April 2013


No. of debentures : 800,000 units


Issue size : Bt 800 million


Issue date : 9 August 2012

Maturity : 239 Days from issue date

Maturity date 5 April 2013


Interest payment schedule : Principal payment maturity date, 5 April 2013

Principal payment : None

Early redemption : Debt to equity ratio must be maintained at no more than 2:1

Other significant condition : “BBB- Stable” by Tris Rating Co., Ltd.


Trustee : Thai Bond Market Association

(F) Short-term debentures # 1/2012 (2)

Specific name : Short-term debentures of Property Perfect Public Company Limited

#1/2012 (2), maturing on 6 May2013






Issue date : 9 August 2012

Maturity : 270 Days from issue date

Maturity date 6 May 2013


Interest payment schedule : Principal payment maturity date, 6 May 2013

Principal payment : None

Early redemption : Debt to equity ratio must be maintained at no more than 2:1

Other significant condition : “BBB- Stable” by Tris Rating Co., Ltd.


Trustee : Thai Bond Market Association

69

(G) Partially-collateralized debentures # 2/2012


Limited #2/2012, maturing in 2015






Issue date : 9 November 2012


Maturity date 9 November 2015


Interest payment schedule : 9 February, 9 May, 9 August and 9 November of every year through-

out the debentures’ life.

Principal payment : Principal payment maturity date, 9 November2015




Trustee : Bang of Ayudthaya Public Company Limited



4. Bills (bill of exchange and promissory notes)As of 31 December 2012, the Company’s outstanding bills were valued at Bt589.06 million.

70

ANNUAL REPORT2012


Pers

on o

f the

Com

pany

Man

agem

ent a

nd A

utho

rized

Nam

e-Ti

tleAg

eAc

adem

ic Q

ualif

icat

ions

Equi

ty

Hold

ing

Care

er e

xper

ienc

e w

ithin

the

past

5 y

ears

Com

pany

/ Bu

sine

ss T

ype

Tim

ing

Desi

gnat

ion

1Dr

.Taw

atch

ai N

akha

ta

Chairm

an /

Chief E

xecu

tive Di

rector

/

Author

ized Si

gnator

y Di

rector

s

65

Ph.D

. Unive

rsity

of Illin

ois

Au

dit C

ommittee

Pro

gram

(ACP

) 13/20

06 ;

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ctor

Acc

reditatio

n Pr

ogra

m (D

AP) 5

2/20

06 ;

Thai In

stitu

te o

f Dire

ctor

s; IO

D

0.00

1 %

2008

- P

rese

nt

1992

- P

rese

nt

2005

- 2

009

1995

- P

rese

nt

1995

- P

rese

nt

1984

- 1

995

1978

- 1

984

Chief E

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Ceda

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td. /

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58

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elor

of L

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Chu

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Th

ai B

arris

ter-at-L

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ai B

ar A

ssoc

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n

0.83

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rese

nt

2007

- P

rese

nt

2007

- P

rese

nt

2002

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rese

nt

1999

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rese

nt

1995

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ct. 2

010

Chief E

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rese

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2004

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2000

- 2

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1998

- 2

000

1996

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1989

1986

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Depu

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dminist

ratio

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over

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ank

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nd

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stmen

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vision, F

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vision, F

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ncial a

nd F

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licy Di

vision, F

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Wor

ld B

ank - W

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, USA

.

71

Nam

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Com

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gnat

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4Dr

.Som

sak To

ruks

a

Dire

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/

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pend

ent D

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/

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ommittee

/

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an o

f No

minating Co

mmittee

61

Ph.D

., La

ws, R

amkh

amha

eng Un

iversity

Mas

ter o

f Law

s, R

amkh

amha

eng Un

iversity

Au

dit C

ommittee

Pro

gram

(ACP

) 13/20

06 ;

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rector

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reditatio

n Pr

ogra

m (D

AP) 5

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06 ;

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ai In

stitu

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0.00

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rese

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rese

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minating Co

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Somsa

k To

ruks

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w O

ffice

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td. /

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idhy

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tiviva

t

Non Ex

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Dire

ctor

/

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Com

mittee

/

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58

Mas

ter o

f Law

s,

Th

e Geo

rge W

ashing

ton Un

iversity

, USA

Ba

chelor of L

aws, T

hammas

at U

nive

rsity

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rector A

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ogram(D

AP)77/20

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ai In

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/

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Bunc

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w O

ffice

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nantho

thai

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pend

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agem

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Ph.D

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agem

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, Nap

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ccou

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SA.

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dit C

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minist

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Prop

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ublic

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pany

Lim

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Bang

kok Un

iversity

/ Un

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Bette

r Wor

ld G

reen

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lic C

ompa

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Capital (

Thailand

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lic C

ompa

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chan

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use of Th

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ecur

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.

Dhur

akij Pu

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DBS

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anu Se

curities Limite

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7Mr.P

haira

t S

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s

63

Mini M

BA T

hammas

at U

nive

rsity

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chelor of B

usines

s Ad

minist

ratio

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ssum

ption Un

iversity

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CP)74/20

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72

ANNUAL REPORT2012


Nam

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adem

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Equi

ty

Hold

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oi B

un A

un

Non Ex

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B.A.

Bus

ines

s Ad

minist

ratio

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tiona

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of S

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pore

.

0.00

0 %

2008

- P

rese

nt

2007

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rese

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2004

- 2

006

1996

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2003

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004

1998

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03

Non Ex

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agem

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East A

sset A

llianc

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AAL”

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Depfa Inve

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k Ltd, H

ong Ko

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Repu

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uanu

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was

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la-N

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63

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elor

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1996

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1994

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1992

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stru

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64

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, Tha

mmas

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anag

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vard

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oston, U

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rese

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rese

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000

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996

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995

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nuwat M

aythee

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Mas

ter o

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74

ANNUAL REPORT2012


Company ‘ s name

name

Company Subsidiary CompanyAssociated Company

PF ESTP

F

Brig

ht

Resi

denc

e

We

Reta

il

Cent

erPo

int

U&I

PFP

PSC

UST

PPI

SG KA KL

1. Dr.Tawatchai Nakhata X,XXX X / /

2. Mr.Virayuk Puntupetch *, XX

3. Mr.Chainid Ngow-Sirimanee /, //, /// / / / / / / / /

4. Mr.Phairat Senachack /, //, /// /

5. Dr.Somsak Torukraksa *, /

6. Dr.Thamnoon Ananthothai *, /

7. Mr.Vidhya Nativivat /

8. Ms.Sirirat Wongwattana /, //, ///

9. Mr.Ooi Boon Aun /

10. Mrs.Nuanual Swasdikula-

Na-Ayudhaya *, /

11. Mr.Krish Follett *, /

12. Mr.Wanchai Thanittriporn *, /

13. Mr.Pramote Rermyindee @ / / / /

14. Ms.Supee Reodecha //, ///

15. Mr.Wicharn Siriwetwarawut //, /// / / /

16. Mr.Pornswat Katechulasriroj //, /// / /

17. Mr.Wongsakorn Prasitvipat //, ///

18. Mr.Surasak Vacharapongpreecha ///

Note : : No.12, Mr. Anuwat Maytheewibulwut appointed to director and independent director on 12 November 2012 replace Mr.Wanchai

Thanittiraporn who resigned from director and independent director on 21 September 2012.

Details of PositionsDetails of directors, executive directors and directors of Property Perfect Plc., subsidiary company and affiliates as of 31 December 2012.

75

1. PF = Property Perfect Public Company Limited

ESTPF = Estate Perfect Company Limited

Bright = Bright Development Bangkok Company Limited

Residence = Residence Number Nine Co., Ltd.

We retail = We Retail Public Company limited

Centrepoint = Centerpoint Shopping Mall Company Limited

U & I = U&I Construction Bangkok Co., Ltd.

PFP = Perfect Prefab Co., Ltd.

PSC = Perfect Sport Club Co., Ltd.

UST = Uniloft Service (Thailand) Co., Ltd.

PPI = Property Perfect International Pte.Ltd.

SG = Share Group Co., Ltd.

KA = Kabushiki Kaisha Kiroro Associates Co., Ltd.

KL = Krungthep Land Public Company Limited

2.

X = Chairman XX = Deputy Chairman

XXX = Chief Executive Director * = Independent Director

/ = Director // = Executive Director

/// = Executive @ = Company Secretary

76

ANNUAL REPORT2012


Financial benefitsThe company has in place a committee to consider remunerations. The committee is responsible for drafting the

policy and criteria for the remuneration of chief executive officer, directors, and the company’s advisors. It also takes charge

in setting the annual pay increase and interim salary adjustment, as well as other benefits to reward the contribution from

executives and employees. Under its responsibility is also the regulations on employment, code of conduct and appropriate

and fair punishment clauses.

A) Director remuneration

Meeting allowances and director fees paid out by the company in 2011and 2012 are as follows: ( Unit: Million Baht)

Name Position

2012 2011Meeting

Allowance PensionMeeting

Allowance Pension

Dr.Tawatchai Nakata Chairman / Chief Executive Director 0.600 - 0.700 1.200

Mr.Virayuk Puntupetch Deputy Chairman /

Chairman of Remuneration Committee

0.470 - 0.530 0.650

Mr.Chainid Ngow-Sirimanee Chief Executive Officer and

DeputyChief Executive Director

0.300 - 0.350 0.650

Dr.Somsak Toruksa Director / Audit Committee

/ Chairman of the Nominating Committee

0.620 - 0.590 0.650

Dr. Thamnoon Ananthothai * Director / Audit Committee /


0.810 - 0.780 0.650

Mr.Phairat Senachak Director / Executive Director 0.300 - 0.350 0.650

Mr.Vidhya Nativivat Director / Nominating Committee /


0.310 - 0.410 0.650

Ms.Sirirat Wongwattana Director / Executive Director 0.300 - 0.350 0.650

Mr.David Bryce Van Oppen Director - - 0.050 -

Mr.Ooi Boon Aun Director 0.250 - 0.350 0.650

Mrs.Nuanual Swasdikula-Na

-Ayudhaya *

Director/ Nominating committee /

Chairman of Risk Management Committee

0.730 - 0.780 0.650

Mr.Krish Follett* Director/ Chairman of Audit Committee 0.780 - 0.730 0.650-

Mr.Wanchai Thanittiraporn ** Director 0.200 - 0.200 0.450

Mr.Anuwat Maytheewibulwut Director 0.100 - - -

Mr.Pramote Rermyindee Company Secretary - - - 0.400

Mr.Boonliam Luangnakthongdee Risk Management Committee 0.210 - 0.240 -

Mr.Chirdsak Kukiattinun Risk Management Committee 0.210 - 0.240 -

Miss.Somsri Kiattirarat Assistance Company Secretary - - - 0.400

Total 6,190 - 6.650 8,950

Note ( Some directors, aside from meeting allowance, are receiving salaries as executives and members of the Executive Board)

Executives’ remuneration

77

* resigned from director on 26 February 2011.

** resigned from director and independent director on 12 September 2011.

*** Winning shareholders’ approval as director and independent director at 5/2012 shareholder meeting on 12 November 2012.

B.) The remunerations for the executivesboard members and executive directors in 2010-2012. Details are as follows:

Types of expenses

2012** 2011** 2010

(Bt. million) (Bt. million) (Bt. million)

Amount (person) 10 10 13

Salary 46.38 35.81 64.27

Bonus/ Others 3.96 3.50 4.55

Total 50.34 39.31 68.82

* Consisting of welfare, social security fund, and contribution to the provident fund paid by the company and employees at the rate

of 3-10% of salary

** The remunerations for directors and executives in organization chart on1 January 2011.

B) Other payments

- None

78

ANNUAL REPORT2012


The Board of Directors recognized the value of good corporate governance, in enhancing transparency, the company’s

competitiveness, trust from shareholders, investors and other stakeholders, and the long-term business merits. Stakeholders

and society’s benefits were taken into account. The company has followed through the 5 sections of corporate governance

practices as prescribed by the Stock Exchange of Thailand as follow:

Section 1: Shareholders’ rightsThe Board of Directors emphasized shareholders’ rights and ensured equitable treatment to all, as prescribed in the

company’s rules and regulations and relevant laws. Shareholders hold the rights to attend annual meetings, the rights to

appoint their proxy to vote at the meetings, the rights to vote on the appointment or removal of individual directors, the rights

to cast votes in significant matters, the rights to dividend, the rights to raise opinions and questions at the meetings, and

the rights to sufficient and timely information.

The Board sets the annual shareholder meeting (AGM) once a year, within 4 months after the end of each accounting

year. If necessary, an extraordinary shareholder meeting will be called where shareholders can vote on issues which could

affect their interests, or legal issues which need shareholders’ approval.

In organizing the AGM, the Board puts forward the shareholders’ rights. Invitation containing agenda in details and the

Board’s opinions was dispatched at least 15 days prior to the meeting date, with the proxy form, the list of independent

directors and proxy advice. With timely information, shareholders can make decisions prior to the meeting date or could

appoint independent directors as their proxy. The AGM was published in daily newspapers for at least 3 consecutive days

and at least 3 days ahead of the meeting. The meeting details and agenda were also posted on the company’s website 30

days before the meeting, so that shareholders or investors can submit their questions in advance.

During the meeting, the Board facilitates shareholders’ attendance and voting, and refrains from any actions which will

limit their attendance. All shareholders are given full freedom to raise their questions and opinions.

Section 2: Equitable Treatment to Shareholders

The company values equitable shareholder treatment. Shareholders’ rights are covered in the corporate governance

policy and all are treated in a fair manner through these measures:

The process to organize AGM is transparent and efficient, in line with the company’s rules and regulations and

relevant laws. Shareholders are given fair chance to raise opinions and questions, with sufficient time allocation.

Shareholders are asked to review and vote on directors on the individual basis, and to approve the directors’

remuneration, auditor’s appointment, auditor fee and other agenda as described in the meeting invitation.

Ballots are issued for all agenda.

Shareholders-cum-executives are barred from proposing extra agenda without notifying others in advance, so

that all shareholders have sufficient time in reviewing details of each agenda.

Shareholders who cannot attend the meeting can appoint independent directors or other persons as their proxy,

who will cast votes on behalf of them. The company’s proxy form is designed to allow shareholders to state their

voting opinions.

The meeting is thoroughly recorded. The meeting minutes contain all significant information like the resolutions

and votes, questions, explanations and opinions raised.

Corporate governance

79

Measures against insider trading among directors and executives are in place. All must report their share-

holding, as well as the holdings of spouses and under-aged children. They must report on any change in the

shareholdings, after acquisition, disposal or transfer, to the Securities and Exchange Commission under the Se-

curities and Exchange Act BE2535’s Article 59, within 3 days after the acquisition, disposal or transfer.

In place are the measures and procedure in approving transactions with possible conflict of interest or con-

nected transactions, with full compliance with the Stock Exchange of Thailand’s regulations on connected trans-

actions, for the equitable benefits of shareholders. Moreover, the Audit Committee also thoroughly screened

connected transactions and transactions with possible conflict of interest, before submission to the Board, as

required by the SET.

Section 3: Stakeholders’ rights The company realizes the significance of all stakeholders - shareholders, employees, customers, competitors, creditors

(suppliers and contractors), relevant government agencies, society and environment. The policies are geared towards

fairness to all groups of stakeholders as follow:

Shareholders

The company is concerned about transparency in important information disclosure to all shareholders accurately,

completely and timely through channels including the SET’s electronic media, the company’s website, announcement in

newspapers, press releases and written notices.

Employees

The company, through the Remuneration Committee, provides the appropriate pay structure for employees, as well as the

systematic promotion process for fairness to all. A manual is issued to all employees, notifying them all of eligible welfares. The

provident fund is in place for all employees.

Customers

The company has determined to not only quality construction but also code of conducts by taking care and responsible for

customers, offering quality and standard services, and solving customer complaints or providing advices as the earliest.

Competitors

The company has adhered to good competition rules and avoided dishonest practices to destroy competitors.

Creditors

Product distributors - The company has a clear period for placing invoice and check payment after handing over/

inspecting works, informs contractors before they are hired and proceed payment to be in line with regulations strictly to

ensure confidence of creditors.

Contractors - The company has a criteria for contractor selection to have efficient contractors and offer them equal

opportunity. The company has set fair price as the reference. Even though prices of some items are greater than agreed

prices, the company can maintain the average price on par with the market price. Occasionally, the company has taken

80

ANNUAL REPORT2012


degree of difficulty of working condition into account for pricing and authorised each hiring sub-committee to consider the

matter properly based on objectives and success in transparent procurement. To ensure contractors’ confidence and let

them growth along with the company, the company has stated the clear construction progress and fair construction payment

installment, inspection, and invoice placing in agreements with contractors for equal treatment, and set payment period in

compliance with the company’s regulations.

Social and environmental activities

The Company realizes the importance of social responsibility and participation in social development. Environmen-

tal responsibility is also the top priority, to ensure the quality of life for customers, surrounding communities and the gen-

eral public.

Social activities

Property Perfect holds it as a policy to support projects and activities for public benefits, under its commitment towards

social development and social responsibility.

The Company took the lead in restoring a building of Numprasong Withaya School in Bang Kruay, Nonthaburi.

Restoring the building devastated by 2011 flood is part of the “Restoring flooded schools, Building relationships with

communities” project under the initiative of the Thai Listed Companies Association and Thai Stock Market Flood Relief Fund.

Aside from restoration, the Company also awarded scholarships to all classes.

The Company integrated social responsibility into the marketing activities. At the launch of iCondo Sukhumvit 103

project, the Company gave away Bt1,030 for each unit booked and raised Bt123,600. This amount was presented to the

Chaipattana Foundation, to assist its flood relief projects.

The Company hosted the “Alms-giving” for three consecutive years, to mobilize funds for Luang Phor Alongkot

Phonlamuk of Wat Phra Baht Nam Phu in Lop Buri. Project residents took part in donating necessary items, food and

medical supplies for HIV patients under the temple’s care.

To commemorate His Majesty’s birthday on 5 December 2012, the Company joined hands with Thai Red Cross

Society organized a blood donation in recognition of His Majesty’s kindness. Company employees and project residents

joined the activity.

Environmental activities

Property Perfect is committed to promote awareness in environmental conservation and restoration. “Perfect Green

Day” was hosted to take project residents to Khlong Kone, Samut Songkhram, for a coastal ecology study and mangrove

forest reforestation.

81

Section 4: Information Disclosure and TransparencyThe Board puts emphasis on information disclosure and transparency, with sufficient information released to all

stakeholders and measures to ensure the disclosure of accurate, complete and credible information in a timely manner for

equal access.

Key financial information is sufficiently disclosed in the financial statements, in line with the regulations. They are dis-

closed via the SET system and the company’s website. The financial statements are reviewed/audited, with unconditional

opinions from the auditor and the Board’s approval before the release to shareholders. The Board also expresses its re-

sponsibility for the financial statements in the annual report.

The company discloses significant financial and non-financial information through the SET system and the company’s

website, for accurate, complete, equitable, fair, transparent and timely dissemination to the general public. The Investors

Relations and Information Technology Unit is in charge of the dissemination and communicate with local and foreign shareholders,

investors, stock analysts accurately, equitably and timely. Investors can contact the Investor Relations Unit for the com-

pany’s information at Tel: 0-2247-7500, Fax: 0-2247-7399, e-mail: [email protected], or www.pf.co.th/ir.

The Board discloses its role and scope of responsibility as well as those of sub-committees, as well as the number of

meetings each director attended under item “Management”. Remuneration of the directors and top executives are shown

in item “Directors’ Remuneration”.

The company has pursued the Stock Exchange of Thailand’s rules and regulations governing connected transactions

or acquisition and disposal of assets of listed companies, whichever is the case. Besides the company has set policies and

guidelines to prohibit executives and related persons from using inside information for their own interests.

The company has regarded an importance of efficient internal control system for both executives and operational

levels. Practices of operational staff and executives are determined and clearly written. The company has set up an internal

audit office to exclusively take responsible for efficient operational examination. The internal audit reports the result

directly to the Audit Committee.

5. Board of Director’s Responsibility Board of directors’ structure

The company requires independent directors account for at least one third of all directors, or at least 3. At present, the

company’s board of directors consists of 12 experienced, knowledgeable and capable directors as follows:

Executive director 4 persons

Non-executive director 2 persons

Independent director 6 persons

The chairman does not serve as the CEO, to segregate their supervisory and executive roles. All directors possess full

independence in giving opinions.

Much emphasis is placed on the opinions of the independent directors. In any issue that draws any suggestions or

disagreement from independent directors will be reviewed for transparency.

82

ANNUAL REPORT2012


The Board abides by the minimum requirements of the SEC and SET in formulating independent directors criteria.

1. They must hold no more than 1% of all voting shares in the company, subsidiaries, affiliates, or in the companies which

are major shareholders or have controlling power over the company. The shareholding includes that of those related

to the particular independent director.

2. They must not have been or are not involved in the management, or employees, wage earners, or advisors on the

payroll, or controlling persons of the company, its subsidiaries, affiliates, or equivalent companies, or juristic persons

now and at least 2 years before their appointment as independent directors. Former civil servants for advisors of

government agencies which are major shareholders or controlling persons are not included.

3. They are not related by blood or registration as parents, spouses, siblings, or children, spouses of any of the children

to members of the management, major shareholders, those exercising control, or those about to be nominated as

members of the management or controlling entities over the company or subsidiaries.

4. Have absolutely no vested interests in the company, its subsidiaries, affiliates, or major shareholders or controlling

entities of the company, which could obstruct their independent judgment. They are not either a significant

shareholder or a controlling shareholder who has business relationship with the company, subsidiaries, affiliates

now and at least 2 years before their appointment.

5. They do not serve as the auditor of the company, subsidiaries, affiliates, the parent company, or controlling

entities, or a significant shareholder (with over 10 per cent of voting shares including connected persons’) of the

company, controlling entities, or a partner of the audit firm of which auditors perform their jobs on the company,

subsidiaries, affiliates, the parent companies or controlling entities at least 2 years before their appointment

6. They do not serve as a professional service provider, including legal or financial services of which fees more than

Baht2 million per year are levied on the company, subsidiaries, affiliates, the parent company, or controlling

entities, or a significant, controlling shareholder or a partner of the professional service provider at least 2 years

before their appointment.

7. They are not appointed to represent the directors of the company, major shareholders, or shareholders who are

related to major shareholders.

8. They do not operate a company with the similar nature to and significant competition with the company,

subsidiaries or affiliates, or hold a significant ownership in a partnership or act as a director with management

power, employees, wage earners and advisor on payroll, or hold over 1% of voting shares of other companies

which operate in the same industry or present significant competition against the company or subsidiaries.

9. Have no other characteristics that could bar the expression of their free views on the company’s operations.

Sub-Committees

The Board has appointed directors accordingly to their credentials to support the supervisory role and enhance super-

visory efficiency. Five sub-committees are established with clear role and scope of responsibility consists of Audit Committee,

Nominating Committee for directors, Remuneration and Human Resources Committee ,Risk Management Committee and

Executive Board.

The five sub-committees carry out their tasks in a transparent manner. Details of their names and scope of responsi-

bility are included in item “Management Structure”.

83

Responsibilities of the Board of Directors

The Board consists of knowledgeable, capable, skilled and experienced persons who realize their roles and

responsibilities, which resulted in efficient operations. The Board takes part in formulating the vision, mission, strategies,

goals, business plans and resource allocation, to ensure the management’s efficient and effective implementation.

The Board values good corporate governance, to enhance transparency and the company’s competitiveness. To instill

trust among shareholders, investors and all stakeholders, there is the written corporate governance policy which is reviewed

once a year to fit the environment, business direction and international standards. The Code of Conduct is in place so that

employees perform in accordance with the corporate governance policy.

To prevent conflicts of interest or connected transactions, the Board assigned sub-committees with clear segregation

of roles. There are policies, code of practices and the procedure to approve transactions which might carry conflict of interest,

as guidelines to executives, employees and relevant parties. Such cover the criteria in endorsing connected transactions,

the use of inside information and information disclosure. The Board also demands the management to regularly assess

business risks and formulate risk preventing and mitigation measures, and report them to the Board. These include the risks

that may affect the company’s performance, as specified in item “Risk Factors”.

Board Meetings

The Board holds quarterly meetings, aside from extra meetings as necessary, with clear and prepared agenda, to

review the quarterly results as well as monitor progress. The chairman and CEO will jointly review the issues, before brining

them up to the Board’s meetings. Each director is allowed to propose their own agenda.

In each meeting, the chairman allocates sufficient and ample time for discussion. Meeting minutes are written and the

minutes, approved by the Board, are stored for inspection by the Board and relevant parties. The minutes of the board of

directors and sub-committees in 2009 are in “Management” Section.

Board of Directors’ self assessment

Executive directors conduct a quarterly evaluation to assess performance in part of their responsibility and the perfor-

mance evaluation is presented to the company’s Board of Directors to compare with performance in the past.

Remuneration

The company has appointed the Remuneration and Human Resource Committee to consider remuneration principles

and policies for Chief Executive Officer, directors and advisors and determine bonus, salary adjustment annually and during

the year, and other benefits to staff in each level. Remuneration determination is based on experience, duty and scope of

responsibility, and compare with other companies in the same industry (see details in heading remuneration of directors and

management).

Directors and Management improvement

The company is concerned about the importance of Directors and Management improvement for management suc-

cession in the future.

84

ANNUAL REPORT2012


The company is aware of the importance of human resources in management level by organizing training “Real Estate

Business Management”, contents of which include real estate knowledge, law, finance, accounting and good corporate

governance to prepare the company’s high-level executives for being directors in the future. For the company’s directors,

they participated in trainings held by Thai Institute of Directors and aimed to develop and support directors to take practices of

good corporate governance in organization.

Surveillance on use of inside information

The company has policy to prohibit directors and management from directly and indirectly using inside information for

their own benefits. Directors, management and employees who learn about the company’s financial information must not

exploit the information one month before announcement of such information to the public. The company informs directors,

management and staff mentioned above to avoid trading the company’s securities before the financial statements are disclosed

to the public. It also explains directors and management about duties in reporting their holding and change in holding in the

company’s securities to the SEC as stipulated in article 59 and punishment in article 275 of the Securities and Exchange

Act B.E 2535.

The company has also stipulated discipline penalty for the company’s staff who breach the company’s rules and

regulations or announcement as stated in rules and regulations governing staff’s operating practices.

Human Resources

Number of staffs and Employee Remuneration

The company and subsidiaries’ No. of employees and remuneration, which consist of salary, bonus, welfare, overtime

pay, allowances and provident fund contribution, are as follows: (The amount is excluding that of directors and executives)

31 December 2012 31 December 2011

Number of staffs 813 persons 800 persons

Employee Remuneration Bt495.61 million Bt398.06 million

Human resource development policy

The company places emphasis on human resource development. Through the HR development policy, the company

demonstrates its dedication in enhancing employees’ value. Learning programs are created internally, to promote their

knowledge and capability so that they can perform duty efficiently and lead the company towards quality product develop-

ment for society.

85

Auditors Miss Siriporn Aueanankul

Ernst & Young Office Limited

33rd Floor, Lake Rajada Office Complex

193/136-137 New Rajadapisek Road, Bangkok 10110

Tel. 0-2264-0777, 0-2661-6190

Fax. 0-2264-0790, 0-2661-9192

Legal Advisor Banchong and Vidhya Law Office

33/35, 33/39-40 Wallstreet Tower 9th Flr.

Surawong Road, Kwaeng Suriyawongse ,Bangrak, Bangkok 10500

Tel. 0 2236-2334 Fax. 0 2236-3916

Share Registrar Thailand Securities Depository Co., Ltd.

4th , 6th -7th Flr. ,The Stock Exchange of Thailand Bldg.,

62 Ratchadaphisek Road, Klongtoey ,Bangkok 10110

Tel. 0-2359-1200 -1 Fax. 0-2359-1259

Property Valuation Agency for real estate affairs Co., Ltd .

10 Nonsi Rd., Nonsi, Yannawa, Bangkok 10120

Tel.0-2295-3905 Fax. 0-2295-1154

Brooke Real Estate Limited

Unit 2005-6, The Millennia Tower 20th Fl.,

62 Langsuan Road, Lumpini,

Pathumwan, Bangkok 10330

Tel. 0-2652-6300 Fax.0-2652-639

Thai Property Appraisal Lynn Phillips Co., Ltd.

121/47-48 RS Tower Building, 11th Floor, Rachadaphisek Rd.,

Dindaeng, Bangkok 10320

Tel : 0-2641-2128-32 Fax : 0-2641-2134

Reference

86

ANNUAL REPORT2012


1.

Tran

sact

ions

of t

he c

ompa

ny w

ith s

ubsi

diar

ies,

affi

liate

s an

d re

late

d co

mpa

nies

.

1.1

Loan

s Th

e Com

pany

loa

ns t

o su

bsid

iarie

s fo

r la

nd p

urch

ases

and

bus

ines

s ex

pans

ion

as w

ell

as w

orki

ng c

apita

l. Det

ails

are

as

follo

ws;

Com

pany

/ Ty

pe o

f Bus

ines

s20

12(M

B.)

2111

(MB)

2010

(MB)

Rela

tions

hip

Shar

ehol

ding

Shar

ehol

ding

Subs

idiary

Estate P

erfect C

ompa

ny Lim

ited /

Real E

state De

velopm

ent

1,10

294

646

1-

The co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s

direc

tor a

nd exe

cutiv

e (M

r.Cha

inid Ng

ow-S

iriman

ee) is a dir

ector.

- Th

e co

mpa

ny’s exe

cutiv

e (M

r.Pra

mote

Rer

myind

ee) i

s a dire

ctor

.

Brigh

t Dev

elopm

ent B

angk

ok C

ompa

ny

Limite

d / R

eal E

state D

evelo

pmen

t

1,20

785

579

8-

The co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s

direc

tor a

nd exe

cutiv

e (M

r.Cha

inid Ng

ow-S

iriman

ee) is a dir

ector.

- Th

e co

mpa

ny’s exe

cutiv

es

(M

r.Pra

mote Re

rmyind

ee and

Mr.W

icha

rn S

iriwetwar

awut )

are dire

ctor

s .

- Es

tate’s dire

ctor

and

exe

cutiv

e (M

r.Por

nswat K

atec

hulasriro

j) is

a dire

ctor

.

Reside

nce

Numbe

r Ni

ne C

ompa

ny

Limite

d / R

eal E

state De

velopm

ent

144

--

- Th

e co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s exe

cutiv

e (M

r.Wicha

rn Si

riwetwar

awut) i

s a dire

ctor

.

- Th

e co

mpa

ny’s

employ

ees (M

r.Pornc

hai K

etlek an

d Mr.S

anph

et S

ukka

sem)

are dire

ctors .

Prop

erty P

erfect In

ternationa

l Pte.Ltd./

Ove

rsea

s Pr

operty In

vestmen

t

738

--

- Th

e co

mpa

ny holds

100

%.

- Th

e co

mpa

ny D

irector

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

.

- Th

e co

mpa

ny’s

direc

tor a

nd exe

cutiv

e (M

r.Cha

inid Ng

ow-S

iriman

ee) is a dir

ector.

We

Retail Pu

blic C

ompa

ny L

imite

d /

Real E

state De

velopm

ent

30-

--

The co

mpa

ny holds

91.05

%.

- Th

e co

mpa

ny D

irector

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

.

- Th

e co

mpa

ny’s

direc

tor a

nd exe

cutiv

e (M

r.Cha

inid Ng

ow-S

iriman

ee) is a dir

ector.

- Th

e co

mpa

ny’s exe

cutiv

e (M

r. Pr

amote

Rer

myind

ee) i

s a dire

ctor

.

Perfe

ct P

refab

Com

pany

Lim

ited

/

Man

ufac

ture

r and

install P

refab

Stru

ctur

es

40-

-- Th

e co

mpa

ny holds

51%

.-

The co

mpa

ny’s exe

cutiv

e (M

r.Wicha

rn Si

riwetwar

awut) i

s a dire

ctor

.

- Th

e co

mpa

ny’s employ

ee (D

r.Vor

asak

Cha

krap

iyan

ant)

is a dire

ctor

.

Subs

idiarie

s, in

dire

ctly o

wne

d

Centre

point S

hopp

ing Mall C

ompa

ny

Limite

d / R

eal E

state De

velopm

ent

--

24

- W

e Re

tail Pl

c. holds

100

%.

- Th

e co

mpa

ny h

olds

91.05

%

in

We Re

tail Pl

c.

- Th

e co

mpa

ny’s

direc

tor a

nd exe

cutiv

e (M

r.Cha

inid Ng

ow-S

iriman

ee) is a dir

ector .

- Th

e co

mpa

ny’s exe

cutiv

e (M

r.Pra

mote Re

rmyind

ee) i

s a dire

ctor

.

Conn

ecte

d Tr

ansa

ctio

ns

87

1.2

Intere

st re

ceive

d an

d intere

st re

ceiva

bles

Lo

ans to sub

sidiarie

s ca

rry th

e intere

st ra

te equ

ivalent to

0.25-

1 pe

rcen

tage

point abo

ve th

e Co

mpa

ny’s ave

rage

fina

ncing co

st,

exce

pt fo

r the

loan

to P

PI w

hich

is cha

rged

at 1

%. D

etails

are as

follo

ws;

Com

pany

/ Ty

pe o

f Bus

ines

sTr

ansa

ctio

ns20

12(M

B.)

2011

(MB.

)20

10(M

B.)

Rela

tions

hip

Shar

ehol

ding

Man

agem

ent

Subs

idiary

Estate P

erfect C

ompa

ny Lim

ited /

Real E

state De

velopm

ent

Intere

st R

eceive

d/Intere

stRe

ceiva

bles

66 16

32 45

25 13

- Th

e com

pany

holds

100%

.- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) i

s a dire

ctor

.

- Th

e co

mpa

ny’s exe

cutiv

e (M

r.Pra

mote

Rer

myind

ee) is a dire

ctor

.

Brigh

t Dev

elopm

ent B

angk

ok

Compa

ny Lim

ited /

Real

Estate D

evelo

pmen

t

Intere

st R

eceive

d/Intere

st

Rece

ivables

58 20

40 29

21 12

- Th

e com

pany

holds

100%

.- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) i

s a dire

ctor

.

- Th

e co

mpa

ny’s exe

cutiv

es (M

r.Pra

mote Re

rmyind

ee and

M

r.Wicha

rn Si

riwetwar

awut) a

re dire

ctor

s .

- Es

tate’s dir

ector a

nd ex

ecutive

(Mr.P

orns

wat Katec

hulas

riroj) is a

directo

r.

Resid

ence

Num

ber N

ine

Compa

ny Lim

ited /

Real E

state De

velopm

ent

Intere

st R

eceive

d/Intere

stRe

ceiva

bles

7 5

- -

- -

- Th

e com

pany

holds

100%

.- Th

e co

mpa

ny’s

exec

utive

(Mr.W

icharn Siriw

etwa

rawu

t) is

a director.

- Th

e co

mpa

ny’s employ

ees (M

r. Po

rnch

ai K

etlek an

d Mr.

Sanp

het

S

ukka

sem) a

re dire

ctor

s

Prop

erty P

erfect Inter

natio

nal P

te.Ltd./

Ove

rsea

s Pr

oper

ty In

vestmen

t

Intere

st R

eceive

d/Intere

stRe

ceiva

bles

2 2

- -

- -

- Th

e com

pany

holds

100%

.- Th

e co

mpa

ny D

irector

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) i

s a dire

ctor

.

Perfe

ct P

refab Co

mpa

ny Lim

ited /

Man

ufac

turer a

nd In

stall

Prefab St

ructures

.Intere

st R

eceive

d/Intere

stRe

ceiva

bles

1 1

- -

- -

- Th

e co

mpa

ny hold

s 51

%.-

The

com

pany

’s ex

ecutive

(Mr.W

icharn

Siriw

etwa

rawu

t) is

a director

- Th

e com

pany

’s em

ploy

ee (D

r. Vo

rasa

k Cha

krap

iyana

nt) is

a director.

Subs

idiarie

s, in

dire

ctly o

wne

d

Centre

point S

hopp

ing Mall

Compa

ny Lim

ited / R

eal E

state

Deve

lopm

ent

Intere

st R

eceive

d-

21

- W

e Re

tails Plc.

hold

100

%

- Th

e co

mpa

ny holds

91

.05%

in W

e Re

tails

Plc.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) i

s a dire

ctor

.

- Th

e co

mpa

ny’s

exec

utive

(Mr.P

ramote Re

rmyin

dee) is

a dire

ctor

88

ANNUAL REPORT2012


1.3

Reve

nue

from la

nd sale/land

leas

ing

rights an

d co

st As

a n

ormal b

usines

s tra

nsac

tion, th

e Co

mpa

ny sold

land

and

leas

ing

rights to sub

sidiarie

s for p

rope

rty d

evelop

men

t at

the mutua

lly-a

gree

d pr

ices

. Roa

d sp

ace in th

e Co

mpa

ny’s pro

jects ar

e so

ld to

sub

sidiarie

s, allo

wing the Co

mpa

ny not to

register

the ro

ads as

pub

lic utilities

. The

spa

ce cou

ld not be so

ld

to o

ther

s. D

etails

are as

follo

ws;

Com

pany

/ Ty

pe o

f Bus

ines

sTr

ansa

ctio

ns20

12(M

B.)

2011

(MB.

)20

10(M

B.)

Rela

tions

hip

Shar

ehol

ding

Man

agem

ent

Subs

idiary

Estate P

erfect C

ompa

ny Lim

ited /

Real E

state De

velopm

ent

Reve

nue

from Lan

d Sa

le

/Cos

t of L

and

- -

2* 1

15 16

- Th

e co

mpa

ny hold

s 10

0%.- T

he com

pany

’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) i

s a dire

ctor

.

- Th

e co

mpa

ny’s exe

cutiv

e

(M

r.Pra

mote

Rer

myind

ee) i

s a dire

ctor

.

Brigh

t Dev

elopm

ent B

angk

ok C

ompa

ny

Limite

d / R

eal E

state De

velop

men

t

Rev

enue

fro

m

Land

Sale /

Cost o

f lan

d

- -

- -

12 12

- Th

e co

mpa

ny hold

s 10

0%.- T

he com

pany

’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) i

s a dire

ctor

.

- Th

e co

mpa

ny’s exe

cutiv

es

(M

r.Pramote Rermyin

dee a

nd M

r.Wich

arn S

iriwetwa

rawu

t ) are d

irectors

- Es

tate’s dire

ctor

and

exe

cutiv

e

(M

r.Por

nswat K

atec

hulasriro

j) is

a dire

ctor

.

Subs

idiarie

s, in

dire

ctly o

wne

d

Centre

point S

hopp

ing Mall C

ompa

ny

Limite

d / R

eal E

state De

velopm

ent

Reve

nue fro

m

Leas

ing R

ights /

Cost of L

and

Leas

ing R

ights.

- -

- -

65**

65

- W

e Re

tails

Plc.

hold 10

0%.

- Th

e co

mpa

ny holds

91

.05%

in W

e Re

tails P

lc.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) i

s a dire

ctor

.

- Th

e co

mpa

ny’s exe

cutiv

e

(M

r.Pra

mote Re

rmyind

ee) i

s a dire

ctor

.

*

= T

he com

pany

pro

ject’s ro

ads

** =

Le

asing

Rights

89

1.4

Land

pur

chas

es

- The

Com

pany

bou

ght lan

d fro

m sub

sidiarie

s for p

rope

rty dev

elop

men

t acc

ording

ly to

a nor

mal bus

ines

s ag

reem

ent, at th

e mutua

lly-a

gree

d pr

ices

. The

Com

pany

is also

obliged

to buy

road

spa

ce in

sub

sidiarie

s’ pro

jects, to

con

trol the

num

ber o

f outsid

e us

ers.

- Th

e Co

mpa

ny bou

ght lan

d fro

m affilia

ted for p

rope

rty dev

elop

men

t acc

ording

ly to

a nor

mal bus

ines

s ag

reem

ent,

at th

e pr

ice no

t highe

r tha

n the ev

alua

tion pr

ices

set

by

SEC

-cer

tified ap

praise

rs. D

etails

are as

follo

ws;

Com

pany

/ Ty

pe o

f Bus

ines

sTr

ansa

ction

s20

12(M

B.)

2011

(MB.

)20

10(M

B.)

Rela

tions

hip

Shar

ehol

ding

Man

agem

ent

Subs

idiary

Resid

ence

Num

ber N

ine C

ompa

ny Lim

ited /

Real

Estate D

evelo

pmen

t

Land

Purcha

ses

9-

5*-

The co

mpa

ny

holds

100

%.

- Th

e co

mpa

ny’s exe

cutiv

e (M

r.Wicha

rn Si

riwetwar

awut) i

s a dire

ctor

.

- Th

e co

mpa

ny’s employ

ees

(M

r.Por

ncha

i Ketlek an

d Mr.S

anph

et S

ukka

sem) a

re dire

ctor

s .

Affili

ates

Krun

gthe

p La

nd P

ublic C

ompa

ny L

imite

d /

Real

Estate D

evelo

pmen

t

Land

Purcha

ses

-12

2-

- Th

e co

mpa

ny

holds

20.22

%

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r. Ch

ainid Ng

ow-S

iriman

ee) i

s a dire

ctor

.

*

= La

nd lo

catin

g the

compa

ny p

roject’s ro

ads.

1.5

Cons

truction co

st, a

dminist

rativ

e co

st and

trad

e cred

itors.

- Th

e Co

mpa

ny awar

ded su

bsidiarie

s the co

ntra

cts to m

anag

e club

s an

d go

lf co

urse

s insid

e the Co

mpa

ny’s pro

jects, pay

ing them

the mutua

lly-a

gree

d man

agem

ent f

ee.

- Th

e Co

mpa

ny con

tracted

related co

mpa

nies

to pro

duce

and

install p

refab mater

ials

for t

he C

ompa

ny’s pro

jects. D

etails

are as

follo

ws;

Com

pany

/ Ty

pe o

f Bus

ines

sTr

ansa

ction

s20

12(M

B.)

2011

(MB.

)20

10(M

B.)

Rela

tions

hip

Shar

ehol

ding

Man

agem

ent

Subs

idiary

Perfe

ct S

port

Club

Com

pany

Lim

ited

/

Club

hous

e Man

agem

ent

Adm

inistrat

ive

Cost /

Trad

e Cr

edito

rs

15 3

14 1

13 1

- Th

e co

mpa

ny

holds

100

%.

- Th

e co

mpa

ny’s

direc

tor a

nd exe

cutiv

e (M

r.Pha

irat S

enac

hack

) is a dir

ector

- Es

tate’s exe

cutiv

e (M

r.Nan

tach

art K

liebp

hipa

t) is

a dire

ctor

- Th

e co

mpa

ny’s

emplo

yees

(M

iss R

assa

mee

Metha

vikul

and

Mr. Kr

itpas

Pon

gpak

awat) a

re dire

ctors.

90

ANNUAL REPORT2012


Com

pany

/ Ty

pe o

f Bus

ines

sTr

ansa

ction

s20

12(M

B.)

2011

(MB.

)20

10(M

B.)

Rela

tions

hip

Shar

ehol

ding

Man

agem

ent

Related Co

mpa

nies

Center

of S

tand

ard Pr

ecas

t Co., L

td. /

Man

ufac

ture

r and

Install P

refab

Stru

ctur

es.

Cons

truction

Cost/

Adva

nces

to

Contractor /

Trad

e cred

itors

38 15 4

156 18 9

- - -

- Pe

rfect P

refab

C

o., L

td holds

49%

- Th

e co

mpa

ny

holds

51%

in

P

erfect P

refab

C

o. , Ltd.

- No

individ

ual w

ith con

flict o

f inter

est h

olds

sha

res or

sits

in th

e bo

ard of dire

ctor

s

1.6

Adva

nce pa

ymen

ts and

other

deb

tors

- The

Com

pany

tran

sferre

d an

adv

ance

pay

men

t for th

e lan

d loc

ating

Metro S

ky R

atch

ada to B

right, a

sub

sidiar

y se

t up to dev

elop the proje

ct, a

t the

valu

e eq

uivale

nt to

the ac

tual

price

.

- Th

e Co

mpa

ny app

rove

d an

adv

ance

pay

men

t to

SG. D

etails

are as

follo

ws;

Com

pany

/ Ty

pe o

f Bus

ines

s20

12(M

B.)

2011

(MB.

)20

10(M

B.)

Rela

tions

hip

Shar

ehol

ding

Man

agem

ent

Subs

idiary

Bright D

evelop

men

t Ban

gkok

Compa

ny Lim

ited / R

eal E

state

Deve

lopm

ent

22

2-

The co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s

direc

tor a

nd exe

cutiv

e (M

r.Cha

inid Ng

ow-S

iriman

ee) is a dir

ector

- Th

e co

mpa

ny’s exe

cutiv

e (M

r.Pra

mote Re

rmyind

ee) i

s a dire

ctor

.

- Es

tate’s dire

ctor

and

exe

cutiv

e (M

r.Por

nswat K

atec

hulasriro

j) is

a dire

ctor

.

Subs

idiarie

s, in

dire

ctly o

wne

d

Shar

e Gro

up C

o., L

td./ Ho

tel B

usines

s8

--

- PP

I holds

69.01

%

- Th

e co

mpa

ny holds

100

% in

PPI

.- Th

e co

mpa

ny D

irector

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

.

- Th

e co

mpa

ny’s

direc

tor a

nd exe

cutiv

e (M

r. Ch

ainid

Ngow

-Sirim

anee

) is a dir

ector.

- Th

e co

mpa

ny’s exe

cutiv

e (M

r.Jes

d Je

sdpiya

won

g) is

a dire

ctor

.

91

1.7

Gua

rantee

s Th

e Co

mpa

ny gua

rantee

s loan

s to sub

sidiarie

s, cha

rging no

fees

on the who

lly-o

wne

d co

mpa

nies

. Details

are as

follo

ws;

Com

pany

/ Ty

pe o

f Bus

ines

s20

12(M

B.)

2011

(MB.

)20

10(M

B.)

Rela

tions

hip

Shar

ehol

ding

Man

agem

ent

Subs

idiary

Estate P

erfect C

ompa

ny Lim

ited /

Real E

state De

velopm

ent

2,10

31,86

42,03

5-

The co

mpa

ny

holds

100

%.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e (M

r.Cha

inid N

gow-S

iriman

ee) i

s a dire

ctor

- Th

e co

mpa

ny’s exe

cutiv

e (M

r.Pra

mote Re

rmyind

ee) i

s a dire

ctor

.

Bright D

evelop

men

t Ban

gkok

Compa

ny Lim

ited / R

eal E

state

Deve

lopm

ent

5,01

93,81

52,31

0-

The co

mpa

ny

holds

100

%

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e (M

r.Cha

inid N

gow-S

iriman

ee) i

s a dire

ctor

- Th

e co

mpa

ny’s exe

cutiv

e (M

r.Pra

mote Re

rmyind

ee) i

s a dire

ctor

.

- Es

tate’s dire

ctor

and

exe

cutiv

e (M

r.Por

nswat K

atec

hulasriro

j) is

a dire

ctor

.

Resid

ence

Num

ber N

ine Co

mpa

ny

Limite

d / R

eal E

state De

velopm

ent

1,05

41,19

493

0-

The co

mpa

ny

holds

100

%

- Th

e co

mpa

ny’s exe

cutiv

e (M

r.Wicha

rn Si

riwetwar

awut) i

s a dire

ctor

.

- Th

e co

mpa

ny’s employ

ees (

Mr.P

ornc

hai K

etlek a

nd M

r. Sa

nphe

t Suk

kase

m) a

re dire

ctor

s

2.

Conn

ecte

d tr

ansa

ctio

ns o

f sub

sidi

arie

s an

d su

bsid

iarie

s’ tr

ansa

ctio

ns w

ith re

late

d co

mpa

nies

.

2.1

Loan

s Co

nnec

ted bo

rrowings

amon

g su

bsidiarie

s ar

e as

follo

ws;

Com

pany

/ Ty

pe o

f Bus

ines

s20

12(M

B.)

2011

(MB.

)20

10(M

B.)

Invo

lved

par

ties

Deta

ilsLe

nder

Borro

wer

Conn

ected t

rans

actio

ns of s

ubsid

iarie

s

We Re

tail Pl

c. lo

ans to C

entre

point

Shop

ping

Mall C

o., ltd. f

or pay

men

t

on la

nd le

asing rig

hts.

250

--

Compa

ny /

Type

of

Busin

ess

We Re

tail Pl

c. /

Real E

state De

velopm

ent

Centre

point S

hopp

ing Mall C

o., L

td. /

Real E

state De

velopm

ent

Shar

eholding

- Th

e co

mpa

ny holds

91.05

%-

We Re

tail Pl

c . h

olds

100

%

- Th

e co

mpa

ny holds

. 91.05

% in

We Re

tail Pl

c.

Relatio

nship

- Th

e co

mpa

ny D

irector

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) is a dire

ctor

- Th

e co

mpa

ny’s exe

cutiv

e

(M

r. Pr

amote Re

rmyind

ee) i

s a dire

ctor

.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) i

s a dire

ctor

- Th

e co

mpa

ny’s

exec

utive

(M

r.Pramote Re

rmyin

dee) is

a dire

ctor.

92

ANNUAL REPORT2012


Com

pany

/ Ty

pe o

f Bus

ines

s20

12(M

B.)

2011

(MB.

)20

10(M

B.)

Invo

lved

par

ties

Deta

ilsLe

nder

Borro

wer

PPI. loan

s wor

king ca

pital to

SG.

629

--

Compa

ny /

Type

of

Busin

ess

Prop

erty P

erfect In

tern

ationa

l Pte.Ltd./

Ove

rsea

s Pr

oper

ty In

vestmen

t

Shar

e Gro

up C

o., L

td /

Hotel B

usines

s

Shar

eholding

- Th

e co

mpa

ny holds

100

%.

- PP

I holds

69.01

%

- Th

e co

mpa

ny holds

100

% in

PPI

.

Relatio

nship

- Th

e co

mpa

ny D

irector

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) is a dire

ctor

- Th

e co

mpa

ny D

irector

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) i

s a dire

ctor

- Th

e co

mpa

ny’s exe

cutiv

e

(M

r.Jes

d Je

sdpiya

won

g) is

a dire

ctor

.

SG. loa

ns w

orkin

g ca

pital to

KA.

108

--

Compa

ny /

Type

of

Busin

ess

Shar

e Gro

up C

o., L

td ./

Hotel B

usines

sKa

bush

iki K

aish

a Ki

roro

Ass

ociates Co

., Ltd./

Hotel M

ange

men

t

Shar

eholding

- PP

I holds

69.01

%

- Th

e co

mpa

ny holds

100

% in

PPI

- SG

holds

100

%

- PP

I holds

69.01

% in

SG

- Th

e co

mpa

ny holds

100

% in

PPI

Relatio

nship

- Th

e co

mpa

ny D

irector

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) is a dire

ctor

- Th

e co

mpa

ny’s exe

cutiv

e

(M

r.Jes

d Je

sdpiya

won

g) is

a dire

ctor

.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) i

s a dire

ctor

93

2.2

Intere

st re

ceive

d an

d intere

st re

ceiva

bles

- W

e Re

tail Pl

c. cha

rges

Cen

trepo

int S

hopp

ing Mall C

o., ltd.

for t

he lo

an at 5

% per

ann

um.

- PP

I cha

rges

SG fo

r the

loan

at 1

% per

ann

um and

SG cha

rges

KA

at 1

%. D

etails

are as

follo

ws;

Tran

sact

ions

2012

(MB.

)20

11(M

B.)

2010

(MB.

)

Invo

lved

par

ties

Deta

ilsLe

nder

Borro

wer

Conn

ected tra

nsac

tions

with

sub

sidiarie

s

We Re

tail’s

intere

st cha

rge

on C

entre

point S

hopp

ing

Mall C

o., L

td.

Intere

st R

eceive

d

/Intere

st

Rece

ivables

4 4

- -

- -

Compa

ny /

Type

of

Busin

ess

We Re

tail Pl

c./ R

eal E

state De

velopm

ent

Centrepo

int S

hopp

ing Mall C

o., L

td. /

Real E

state De

velopm

ent

Shar

eholding

- Th

e co

mpa

ny holds

91.05

%-

We Re

tail Pl

c . h

olds

100

%

- Th

e com

pany

holds

91.05

% in W

e Retail Plc

Relatio

nship

- Th

e co

mpa

ny D

irector

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) is a dire

ctor

- Th

e co

mpa

ny’s exe

cutiv

e

(M

r.Jes

d Je

sdpiya

won

g) is

a dire

ctor

.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid Ng

ow-S

iriman

ee) is

a dire

ctor.

- Th

e co

mpa

ny’s exe

cutiv

e

(M

r.Jes

d Je

sdpiya

won

g) is

a dire

ctor

.

PPI’s

intere

st cha

rge on

SG Inter

est R

eceive

d

/Intere

st

Rece

ivables

2 2

- -

- -

Compa

ny /

Type

of

Busin

ess

Prop

erty P

erfect In

tern

ationa

l Pte.Ltd./

Ove

rsea

Pro

perty

Inve

stmen

t.

Shar

e Gro

up C

o., L

td /H

otel B

usines

s

Shar

eholding

- Th

e co

mpa

ny holds

100

%.

- PP

I holds

69.01

%

- Th

e co

mpa

ny holds

100

% in

PPI

Relatio

nship

- Th

e co

mpa

ny D

irector

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) is a dire

ctor

.

- T

he com

pany

Dire

ctor

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid Ng

ow-S

iriman

ee) is

a dire

ctor.

- Th

e co

mpa

ny’s exe

cutiv

e

(M

r.Jes

d Je

sdpiya

won

g) is

a dire

ctor

.

94

ANNUAL REPORT2012


Tran

sact

ions

2012

(MB.

)20

11(M

B.)

2010

(MB.

)

Invo

lved

par

ties

Deta

ilsLe

nder

Borro

wer

SG’s in

tere

st cha

rge on

KA

Intere

st R

eceive

d/ Inter

est

Rece

ivables

3 3- -

- -Co

mpa

ny /

Type

of

Busin

ess

Shar

e Gro

up C

o., L

td./H

otel B

usines

sKa

bush

iki Kais

ha Kiro

ro Ass

ociat

es Co., L

td./

Hotel M

anag

emen

t

Shar

eholding

- PP

I holds

69.01

%-

The co

mpa

ny holds

100

% in

PPI

- SG

holds

10

0%-

PPI h

olds

69.01

% in

SG.

- Th

e co

mpa

ny holds

100

% in

PP

IRe

latio

nship

- Th

e co

mpa

ny D

irector

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

.-

The co

mpa

ny’s dire

ctor

and

exe

cutiv

e (M

r.Cha

inid N

gow-S

iriman

ee) is a dire

ctor

-

The co

mpa

ny’s exe

cutiv

e (M

r.Jes

d Je

sdpiya

won

g) is

a dire

ctor

.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e (M

r.Cha

inid Ng

ow-S

iriman

ee) is

a dire

ctor

.

2.3

Asse

t lea

sing

- SG

leas

es K

A as

sets fo

r hotel bus

ines

s o

pera

tions

. Details

are as

follo

ws;

Tran

sact

ions

2012

(MB.

)20

11(M

B.)

2010

(MB.

)

Invo

lved

par

ties

Deta

ilsLe

ssor

Borro

wer

Conn

ected tra

nsac

tions

with

sub

sidiarie

s

- SG

leas

es K

A as

sets fo

r ho

tel b

usines

s op

erations

Le

asing Fe

eDe

btor

34 11- -

- -Co

mpa

ny /

Type

of B

usine

ssSh

are Gro

up C

o., L

td /H

otel B

usines

sKa

bush

iki Kais

ha Kiro

ro Ass

ociat

es C

o., L

td./

Hotel M

anag

emen

t

Shar

eholding

- PP

I holds

69

.01%

- Th

e co

mpa

ny holds

100

% in

PPI

- SG

holds

100

%-

PPI h

olds

69.01

% in

SG

- Th

e co

mpa

ny holds

100

% in

PPI

Relatio

nship

- Th

e co

mpa

ny D

irector

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

.-

The co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(Mr.C

hainid N

gow-S

iriman

ee) is a dire

ctor

-

The co

mpa

ny’s exe

cutiv

e (M

r.Jes

d Je

sdpiya

won

g) is

a dire

ctor

.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid Ng

ow-S

iriman

ee) is a dir

ector

.

95

2.4

Cons

truction co

st, a

dminist

rativ

e co

st and

trad

e cred

itors

-

Subs

idiarie

s aw

arde

d co

ntra

cts to o

ther

sub

sidiarie

s for t

he m

anag

emen

t of t

heir pr

ojec

ts’ c

lubs

and

golf c

ourses

, in re

turn

for m

utua

lly-a

gree

d mon

thly fe

es.

-

Subs

idiarie

s aw

arde

d co

ntra

cts to o

ther

sub

sidiarie

s for t

he con

stru

ction of hou

ses an

d co

ndom

iniums un

der t

he m

utua

lly-a

gree

d mon

thly cos

t.

-

Subs

idiarie

s’ cha

rges

on othe

rs’ u

se o

f hotel

-

Subs

idiarie

s co

ntra

cted

related co

mpa

nies

for t

he pro

duction an

d installatio

n of pre

fab mater

ials

in th

eir p

rojects at th

e mutua

lly-a

gree

d pr

ices

. Details

are as

follo

ws;

Tran

sact

ions

2012

(MB.

)20

11(M

B.)

2010

(MB.

)

Invo

lved

par

ties

Deta

ilsEm

ploy

erCo

ntra

ctor

Conn

ected tra

nsac

tions

with

sub

sidiarie

s

- Es

tate P

erfect C

o., L

td.

awar

ded Pe

rfect S

port

Club

Co

., Ltd. a con

tract to

op

erate sp

ort c

lubs

insid

e its

ho

using pr

ojec

ts,

Administ

rativ

e Co

st2

22

Compa

ny /

Type

of

Busin

ess

Estate P

erfect C

ompa

ny Lim

ited /

Real E

state De

velopm

ent

Perfe

ct S

port

Club

Com

pany

Lim

ited

/Cl

ubho

use Man

agem

ent

Shar

eholding

- Th

e co

mpa

ny holds

100

%-

The co

mpa

ny holds

100

%

Relatio

nship

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid Ng

ow-S

iriman

ee) is a dir

ector

- Th

e co

mpa

ny’s exe

cutiv

e

(Mr. Pr

amote Re

rmyind

ee) is a dire

ctor

.

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e (M

r. Ph

aira

t Sen

acha

ck) is a dire

ctor

.-

Estate’s exe

cutiv

e

(Mr.N

antach

art

Klieb

phipa

t) is a

director

- Th

e co

mpa

ny’s employ

ees

(M

iss R

assa

mee

Metha

vikul and

Mr. Kr

itpas

Pon

gpak

awat) a

re dire

ctors.

- Es

tate P

erfect C

o., L

td.

awar

ds a hou

se con

stru

ction

contra

ct to

U&I

Value of C

ontra

ct/

Cons

truction

Cos

t /Ad

vanc

e Pa

ymen

tCo

ntra

ctor

35 15 4

- - -

- - -

Compa

ny /

Type

of

Busin

ess

Estate P

erfect C

ompa

ny Lim

ited /

Real E

state De

velopm

ent

U &

I Con

struction

Ban

gkok

Co., L

td./C

on-

struction

Bus

iness

Shar

eholding

- Th

e co

mpa

ny holds

100

%-

The co

mpa

ny holds

100

%

Relatio

nship

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e (

Mr.C

hainid Ng

ow-S

iriman

ee) is a dir

ector

- Th

e co

mpa

ny’s exe

cutiv

e (M

r. Pr

amote Re

rmyind

ee) i

s a dire

ctor

.

- Th

e co

mpa

ny’s employ

ee

(M

r. Man

it Yuk

kase

mwo

ng) is a dir

ector.

96

ANNUAL REPORT2012


Tran

sact

ions

2012

(MB.

)20

11(M

B.)

2010

(MB.

)

Invo

lved

par

ties

Deta

ilsEm

ploy

erCo

ntra

ctor

- Re

siden

ce N

umbe

r Nine

co.,

Ltd. awar

ds a hou

se

cons

truction co

ntra

ct to

U&I

Value of C

ontra

ct /

Cons

truction Co

st4 1

- -- -

Compa

ny /

Type

of

Busin

ess

Resid

ence

Num

ber N

ine Co

mpa

ny Lim

ited /

Real E

state De

velopm

ent

U &

I Co

nstru

ction

Bang

kok

Co.,

Ltd./

Cons

truction Bu

sines

s

Shar

eholding

- Th

e co

mpa

ny holds

100

%-

The co

mpa

ny holds

100

%

Relatio

nship

- Th

e co

mpa

ny’s exe

cutiv

e

(Mr.W

icha

rn S

iriwetwar

awut) is a dire

ctor

. -

The co

mpa

ny’s employ

ees (M

r. Po

rnch

ai

Ketlek

and M

r. San

phet Suk

kase

m) a

re directo

rs -

The co

mpa

ny’s employ

ee

(M

r. M

anit

Yukk

asem

won

g) is

a dire

ctor

.

- Br

ight D

evelop

men

t Ba

ngko

k Co

., Ltd. awar

ds a

cond

ominium con

stru

ction

contra

ct to

U&I

Value of C

ontra

ct /

Cons

truction Co

st/

Adva

nce Pa

ymen

tCo

ntra

ctor

/Tr

ade Cr

edito

rs

896

696 39 42

500 68 1 17

- - - -

Compa

ny /

Type

of

Busin

ess

Bright D

evelop

men

t Ban

gkok

Com

pany

Limite

d / R

eal E

state De

velopm

ent

U &

I Con

stru

ction Ba

ngko

k Co

., Ltd./

Cons

truction Bu

sines

s

Shar

eholding

- Th

e co

mpa

ny holds

100

%-

The co

mpa

ny holds

100

%

Relatio

nship

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(Mr.C

hainid N

gow-S

iriman

ee) is a

dire

ctor

. -

The co

mpa

ny’s exe

cutiv

e (M

r. Pr

amote Re

rmyind

ee) i

s a dire

ctor

.-

Estate’s dire

ctor

and

exe

cutiv

e

(Mr.P

orns

wat K

atec

hulasriro

j) is

a dire

ctor

.- Th

e co

mpa

ny’s employ

ee

(

Mr. Man

it Yuk

kase

mwo

ng) is

a dire

ctor.

- KA

cha

rges

SG

for h

otel use

Service Va

lue

1-

-Co

mpa

ny / Ty

pe

of B

usines

sKa

bush

iki Kaish

a Ki

roro

Ass

ociates C

o., L

td./

Hotel M

anag

emen

t

Sha

re G

roup

Co., L

td /H

otel B

usines

s

Shar

eholding

- SG

holds

100

%-

PPI h

olds

69.01

% in

SG

- Th

e co

mpa

ny holds

100

% in

PPI

- PP

I holds

69.01

%-

The co

mpa

ny holds

100

% in

PPI

Relatio

nship

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(Mr.C

hainid N

gow-S

iriman

ee) is a

dire

ctor

. - Th

e co

mpa

ny D

irector

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

.-

The co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(Mr.C

hainid Ng

ow-S

iriman

ee) is

a dire

ctor

- Th

e co

mpa

ny’s exe

cutiv

e (M

r.Jes

d Je

sdpiya

won

g) is

a dire

ctor

.

97

Tran

sact

ions

2012

(MB.

)20

11(M

B.)

2010

(MB.

)

Invo

lved

par

ties

Deta

ilsEm

ploy

erCo

ntra

ctor

Tran

sact

ions

of

the

com

pany

with

relat

ed

compa

nies

.

Estate P

erfect C

o., L

td.

contra

cts Ce

nter

Pre

cast

Co.,

Ltd. to pro

duce

and

install p

refab mater

ials

for

its pro

ject

Value of C

ontra

ct/

Cons

truction

Cost/

Adva

nce

Paym

ent/

Contra

ctor

Trad

e Cr

edito

r

20 30 - 2

35 28 - 4

25 29 1 2

Compa

ny /

Type

of

Busin

ess

Estate P

erfect C

ompa

ny Lim

ited /

Real E

state De

velopm

ent

Center o

f St

anda

rd P

reca

st C

o., Ltd. /

Man

ufac

turer a

nd In

stall P

refab S

tructures

.

Shar

eholding

- Th

e co

mpa

ny holds

100

%-

Perfe

ct P

refab Co

., Ltd. H

olds

49%

- Th

e co

mpa

ny holds

51%

in

P

erfect P

refab Co

., Ltd.

Relatio

nship

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee) is a

dire

ctor

.

- Th

e co

mpa

ny’s exe

cutiv

e

(M

r. Pr

amote Re

rmyind

ee) i

s a dire

ctor

.

No in

divid

ual w

ith con

flict o

f inter

est

holds sh

ares

or s

its in

the bo

ard of

dire

ctor

s.

Resid

ence

Num

ber N

ine

Co.,

Ltd. con

tracts Ce

nter

Prec

ast C

o., L

td.to

pro

duce

and install p

refab mater

ials

for its pro

ject

Value of C

ontra

ct /

Cons

truction Co

st/

Trad

e Cr

edito

rs

6 10 -

44 16 2

26 - -

Compa

ny /

Type

of

Busin

ess

Resid

ence

Num

ber N

ine Co

mpa

ny Lim

ited

/ Rea

l Estate De

velopm

ent

Center o

f St

anda

rd P

reca

st C

o., Ltd. /

Man

ufac

turer a

nd In

stall P

refab S

tructures

Shar

eholding

- Th

e co

mpa

ny holds

100

%- P

erfect P

refab Co

., Ltd. H

olds

49%

- Th

e co

mpa

ny holds

51%

in

P

erfect P

refab Co

., Ltd.

Relatio

nship

- Th

e co

mpa

ny’s exe

cutiv

e

(M

r.Wicha

rn S

iriwetwar

awut) is a dire

ctor

.

- Th

e co

mpa

ny’s employ

ees

(M

r. Po

rnch

ai K

etlek an

d

M

r. Sa

nphe

t Suk

kase

m) a

re dire

ctor

s .

No in

divid

ual w

ith con

flict o

f inter

est

holds sh

ares

or s

its in

the bo

ard of

dire

ctor

s.

98

ANNUAL REPORT2012


2.5

Adva

nce pa

ymen

ts, o

ther

deb

tors

- KA

mad

e an

adv

ance

pay

men

t to

SG, in the follo

wing de

tail.

Tran

sact

ions

2012

(MB.

)20

11(M

B.)

2010

(MB.

)

Invo

lved

par

ties

Deta

ilsCr

edito

rDe

btor

Conn

ected tra

nsac

tions

with

sub

sidiarie

s

KA m

ade an

adv

ance

paym

ent o

n op

erating

expe

nse to S

G

Adva

nce Pa

ymen

t39

--

Compa

ny /

Type

of

Busin

ess

Kabu

shiki Ka

isha

Kiro

ro A

ssoc

iate

s

Co.,

Ltd./H

otel M

anag

emen

t

Sh

are Gro

up C

o., L

td /H

otel B

usines

s

Shar

eholding

- SG

holds

100

%

- PP

I holds

69.01

% in

SG

- Th

e co

mpa

ny holds

in PP

I 100

%

- PP

I holds

69.01

%

- Th

e co

mpa

ny holds

100

% in

PPI

Relatio

nship

- Th

e co

mpa

ny’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-S

iriman

ee)

is

a dire

ctor

.

- Th

e co

mpa

ny D

irector

(D

r.Taw

atch

ai N

akata)

is a dire

ctor

.

- T

he com

pany

’s dire

ctor

and

exe

cutiv

e

(M

r.Cha

inid N

gow-

Sirim

anee

) is a director

.

- Th

e co

mpa

ny’s exe

cutiv

e

(M

r.Jes

d Je

sdpiya

won

g) is

a dire

ctor

.

3.

Info

rmat

ion

on o

ther

sub

sidi

arie

s an

d jo

int v

entu

res

whi

ch m

ade

no c

onne

cted

tran

sact

ions

with

the

Com

pany

and

sub

sidi

arie

s du

ring

the

year

Com

pany

/ Ty

pe o

f Bus

ines

s

Rela

tions

hip

Tran

sact

ions

Shar

ehol

ding

Man

agem

ent

subs

idiarie

s

Unilo

ft (T

haila

nd) C

o., L

td. /

Ser

vice Ap

artm

ent

- Th

e co

mpa

ny

holds

99.70

%-

The co

mpa

ny’s employ

ees (M

r. Sa

runy

u Ng

ow-S

iriman

ee an

d

M

r.Natthap

hon Su

eb-A

m) are

dire

ctor

s .

- Es

tate’s employ

ees (M

r.Pra

thom

pob

Intr-

Bumro

ng) i

s a dire

ctor

.

None

Chiang

Mai D

evelop

men

t co., L

td. *

/ Re

al E

state De

velopm

ent

- Th

e co

mpa

ny

holds

100

%-

The co

mpa

ny’s

direc

tor a

nd exe

cutiv

e (M

r.Cha

inid Ng

ow-S

iriman

ee) is a dir

ector.

- Th

e co

mpa

ny’s exe

cutiv

e (M

r. Pr

amote Re

rmyind

ee) i

s a dire

ctor

.No

ne

* Estab

lishe

d in F

ebru

ary 20

13

99

1. Risk from access to funding and debt repayment ability

The flood disaster in 2011 effectively convinced some home buyers to delay their purchases particularly for projects in

affected areas, while financial institutions toughened rules on lending particularly to property developers, affecting their access

to funding and debt repayment ability. In the period, the Company assisted customers in protecting their bought units from flood

in all affected projects. Such assistance followed after the water receded, giving them the assurance. In the post-crisis period,

the company set out a clear policy towards short-term and long-term flood prevention plans for existing and new projects,

allowing the company to witness new sales and property transfers and to honor debt repayment obligations. The company

accordingly maintains trust among financial institutions, which keeps risk on access to funding at the low level.

The company holds it as the policy to maintain the debt to equity and funding structure in appropriate levels, aside from

nurturing relationship with financial institutions.

2. Risk from interest rate volatility

As borrowing to finance project development and the operations is necessary, the interest rate has a direct impact on the

company’s funding cost. The company is now subjected to the minimum loan rate (MLR) or lower. To mitigate the risk from

interest rate volatility, the company resorts to the issuance of long-term debentures with fixed rate, to refinance partial loans

which are subjected to the floating rate and carry higher interest cost. Bill of exchange with low interest is also issued, to maintain

the interest cost at the appropriate level.

The interest volatility should slightly affect demand, as mortgage loans tend to carry a long maturity. Changes in the interest

rates will thus slightly influence the monthly installments. Moreover, most buyers have savings for down payments. The

company is also in the position to offer special interest rates, in cooperation with commercial banks. The vast range of product

prices, set accordingly to real demand, should also reduce the impact from such volatility on buyers.

3. Risk from guarantees to subsidiaries

The company extended the guarantee against loans to three 100%-owned subsidiaries: (1) Estate Perfect Company

Limited, (2) Bright Development Bangkok Company Limited, and (3) Residence Number Nine Company Limited. The total

loan guarantee amounted to Bt8,174.7million as of 31 December 2012.

The company could incur risks from the loan guarantees if the subsidiaries cannot honor principal and interest repayments

to their creditors in specified period. However, the subsidiaries need such loans and credit facilities to finance their

property development projects, which are their major business.

The company has closely monitored the subsidiaries’ business operations. As of 31 December 2012, the three subsidiaries

are developing 17projects with combined value of Bt24,719million. The projects should generate sufficient profits and cash

flow for the subsidiaries’ debt repayments. As such, the risk from the guarantee is at a low level.

Risk Factors

100

ANNUAL REPORT2012


4. Risk from higher working capital requirement The Company requires working capital to finance construction works on the policy to sell finished single houses and

townhouses, which delays the realization of revenue. This may result in a risk on financial liquidity.

Yet, the Company puts in place the working capital management policy to reduce the risk. Presale is also available for

booking before project launch, on top of the sale of finished units. Presale helps limit risks from the inability to sell finished

units and presale revenue convinces financial institutions of the potential of new projects, which supports new loan extension

to the Company. The requirement for higher working capital in line with business expansion has not compromised the

company’s debt financing ability. Presale strengthens the working capital needed to finance the construction works, while

the Company is able to tap additional loans from financial institutions.

Condominium development is capital-intensive, as investment depends on the development area, the project size and

height. In managing the investment, the Company puts condominium development into two categories - low-rise and high-rise.

Low-rise construction period lasts 8-12 months, against 18-24 months of high-rises. Construction works are set to be in line with

marketing activities, revenue realization and financial institutions’ funding.

As of 31 December 2012, the Company and subsidiaries’ available credit facilities stood at Bt9,825 million. The Company

has the system in place to monitor sale activities and construction, to ensure that inventories can support marketing

activities.

5. Risk from construction cost volatility To cope with an increase in single-house construction cost, the Company has increased the ratio of precast construction

and emphasized on supply chain management. Shortening construction period and securing key materials, steel and cement

from manufacturers have helped reduce the volatility.

The Company devises 2 strategies to manage risks associated with construction condominium cost. For low-rise

development, U&I Construction Bangkok Company Limited was established to manage the construction, with focus on supply

chain and sub-contractors to keep construction cost and construction period under control. It also supervises the construction

in terms of quantity and quality. For high-rise development, a turnkey construction contract is signed with a major contractor,

to allow efficient cost management.

6. Risk from shortage of quality contractors The Company has placed focus on participating contractors. The Company allocates the construction works in line

with the contractors’ ability, while ensuring punctual payments and other assistance. The Company also opens its doors to

welcome new contractors, ready to help strengthen their ability to ensure a sufficient number of contractors for the

company’s expansion.

The company now seeks services from over 100 contractors, small to large sizes. The company takes into account

their qualifications and price quotations before awarding the contracts. The delivery period is clearly set, which helps limit

the company’s troubles with contractors. Moreover, the company has constantly ensured that the volume of construction

works to the contractors is in an appropriate level. The company also builds up a supply chain to ensure constant supplies

of construction materials to the contractors, aside from training. The company also ranks contractors accordingly to their

performance and considers adjustments of construction cost in line with market levels and construction material prices. The

101

process is fair and accountable, to create cooperation between the company and contractors. The risk from contractor

quality control thus barely emerges.

The Asean Econommic Community could lead to labor shortage. To address this, Perfect Prefab Company Limited was

established in 2011, to manufacture and install the prefabricated structure and parts for single houses, townhouses and project

fences. They also manufacture construction parts for condominium development, which through the prefab technology helps

reduce the construction period and number of workers required.

U&I Construction Bangkok Company Limited (U&I) was also established to handle the construction of the Company

and subsidiaries’ detached house, duplex house, townhouse and condominium projects, to ensure flexibility in construction

management. U&I’s main focus is on the supply chain and sub-contractors, to keep construction costs and construction

period under control as well as monitor the quantity and quality of construction works. The Company is convinced that

these will help limit risks on the shortage of quality contractors.

7. Risk from higher competition in the residential marketThe industry is facing fiercer competition, reflecting through the increase of most developers’ sale and administrative cost.

The competition tends to involve large-sized developers, which have continually witnessed bigger market shares. This partly

results from their ability to cope with market volatility in the past few years, deriving from economic and political instability as well

the floods in 2011. Large developers also demonstrate higher business potential and are capable of raising funds from various

sources, thanks to greater confidence among investors and financial institutions.

Large-sized developers with sufficient funding have contributed to fierce competition in the market. On this recognition,

the Company has emphasized on research and development to enhance competitiveness. In focus are the locations, types

of projects, home/condominium designs, usable space and value for money. Pricing, ranging from Bt1 million to Bt40 million,

is determined accordingly to the brands. Another focus is on creating new communities that promote neighbor relationship,

in line with Thai culture. Activities hosted for customers during holidays and religious festivals to preserve the Thai culture

have won warm welcome. Clubs, swimming pools and lakeside parks also help create the green and leisure atmosphere for

all project residents and their evening activities, under the “Happy Living” concept. These are on top of the 24-hour

security system.

The company also cooperates with financial institutions to increase purchasing power and reduce installment burden

8. Risk from flood disaster

The flood disaster late 2011 changed the Thai property market landscape. Condominium demand spiked early 2012,

while demand for low-rise single houses and townhouses slowed down, pending for the government’s remedial policies and

developers’ long-term prevention measures to regain consumer confidence. Developers’ measures to handle the flood were

also taken into account, as buyers expect a repeat of the disaster. Buyers now pay more attention to locations, the

infrastructure system and home designs.

Assisting project residents during the flood and after the flood, the company realized the scale of damage. Measures

are devised to prevent future disasters. The fence lines are redesigned to withstand water from outside the projects. The

sewage system was improved while water pumps are located at various spots of the projects. The construction sites of new

projects are leveled up. Data late 2012 showed that these measures have rebuilt confidence among buyers and established

trust in the company’s projects at all locations.

102

ANNUAL REPORT2012


9. Risk from global economic crisis The global economy has been on the positive development, following the stimulus measures in the US and the euro

zone. More foreign capital has been flowing into the Thai bond and equity market, as well as the property market.

Under the condition, Thailand is forced to maintain low interest rates, not to attract more capital inflows. Low rates

maintain private companies’ borrowing cost and encourage household consumption. The property market has witnessed

higher demand and prices. On the negative side, the baht appreciates against US dollar which will pressure the export

sector while asset price stability could be ruined.

Provided that the US economic recovery is stronger than expected, funds could flow back to the country. The Thai

government has accordingly devised measures to cope with the reversal of funds and mitigate related impacts.

The company has paid attention to all details of the development. A thorough study and planning is in place in light of

foreseeable risks, before an investment decision is made. Thus, impacts should be kept at the low level.

10. Risk from foreign exchange volatility

The company loaned to a subsidiary in Japan, through a subsidiary established overseas to operate in property

development and hotel business in Japan. On the agreement to baht-denominated repayment, the subsidiary is exposed a

foreign exchange risk. To accommodate the risk, the subsidiary has bought a forward contract

103

Property Perfect Public Company Limited’s consolidated financial and operating results for year 2010-2012 were as

follows:

Subsidiary Establishment

In 2007-2010 In 2007, The company established Bright Development Bangkok Company Limited with a registered capital of

Bt1 million, for the development of Metro Sky Ratchada. It raised the capital to Bt500 million in March 2010. In this

year Bright introduced iCondo brand for condominium project .In 2011 develop Uniloft brand for dormitory .In March

2011, registered capital raised to Bt1,000 million .The company now holds 100% of the registered and paid-up capital.

The company established a joint venture with Singapore’s Timberline Investments Pte. Ltd, a shopping complex

developer. Centrepoint Shopping Mall Co.,Ltd. was established with a registered capital of Bt1 million, held 59.99%

of the registered and paid-up capital by the company, to handle commercial development like shopping malls and

office buildings. On 22 January 2010, the Board approved the company’s purchase of all shares from Timberline

Investments Pte. Ltd. (amounting to 400,000 shares at Bt100 par value). After the acquisition, the company owns

99.99% in Centrepoint. The Board also approved the plan to raise Centrepoint’s registered capital from Bt1 million to

Bt500 million. As 30% of capital is paid up, the paid-up capital is now Bt150.7 million.

In March 2010, the company bought a 100% stake in Residence Number Nine Co., Ltd., which was capitalized

at Bt1,000 million, from its shareholders at the cost of Bt507 million, to expand its residential development business.

In April 2010, Estate Perfect Co., Ltd., a wholly-owned subsidiary, raised the capital from Bt1,000 million to

Bt1,200 million entirely shouldered by the company.

In 2011 In April, the company established U & I Construction Bangkok Company Limited with registered capital of Bt100 million,

Bt50 million paid-up. The company holds 100% in U & I, which operates construction service business.

In June, the company established Perfect Prefab Company Limited with registered capital of Bt10 million, 25% paid-up.

The company owns 51% in Perfect Prefab, which is a manufacturer and installer of prefab construction materials.

In July, Uniloft Service (Thailand) Company Limited was established with registered capital of Bt100,000, fully paid-up.

The company owns 100% in Uniloft Service which operates in the apartment industry.

In November, Perfect Sport Club Company Limited, 100% owned by the company, raised the capital from Bt1 million to

Bt5 million. The company fully subscribed to new shares.

Explanation and Analysis of

Financial and Operating Results

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ANNUAL REPORT2012


In December 2011, the company acquired We Retail Public Company Limited’s 363,818,182 newly-issued shares (par

Bt5), at Bt1.10 apiece or a total of Bt400,200,000.20. This accounted for a 88.06% stake. Then, the company sold all

5,000,000 shares (paid-up for Bt400,200,000.20) in Centrepoint Shopping Mall Company Limited to We Retail Public

Company Limited, at the paid-up value. We Retail Public Company Limited. Under the reverse takeover, the

Company considers that it has maintained the holding. Under the deal, Centrepoint issued shares in return for the

shares of We Retail. The cost of the business consolidation is based on the fair value of Centrepoint, calculated by an

independent financial advisor in line with accounting revaluation. The fair value is Bt58.7 million higher than the fair

value of We Retail’s identifiable assets and liabilities. Minus the Bt12.6 million equity of Centrepoint’s non-controlling

shareholders, the differential of Bt46.1 million is shown as “Differential of subsidiary’s share swap”, under the other

elements of shareholders’ equity item.

Events in 2012 and major development In February 2012, the Company bought additional 93,842 shares of We Retail Public Company Limited from other

shareholders through the mandatory tender offer, which increased the holding from 88.06% to 88.08%. In July 2012,

the Company invested Bt400.3 million for We Retail’s capital-increase shares to maintain its holding while non-controlling

shareholders invested Bt24.5 million. As the non-controlling shareholders’ subscription was below their combined

holdings, the Company saw its holding in We Retail rise from 88.08% to 91.5%.

In June 2012, the Company issued and offered 787.73 million new shares to existing shareholders at Bt1 apiece or a total

of Bt787.73 million. The new shares were registered with the Commerce Ministry on 29 June 2012.

In July 2012, the Company issued and offered 393,865,295 free warrants (PF-W3) to existing shareholders at the

ratio of 1 warrant for every 2 newly subscribed shares. The warrants have 3 years of maturity from the issuance date.

The exercise ratio is 1:1, at the price at Bt1 apiece.

In July 2012, We Retail Public Company Limited issued 386,170,664 shares (Bt5 par value) and sold the shares to

existing shareholders at Bt1.10 apiece or a total of Bt424,787,730. The Company subscribed for the new shares

accordingly to its holding.

We Retail’s board of directors at the 6/2012 meeting on 11 July 2012 approved Centrepoint Shopping Mall Company

Limited’s entering into a land leasing contract with a company. The 30-year contract will take effect from 1 January

2015 to 31 December 2044, carrying the leasing fee of Bt739.9 million and annual fee of Bt1,785 million - or a total of

Bt2,524.9 million (excluding the Bt202.5 million compensation specified in the contract).

105

Hotel business investment in Japan In July 2012, the Company established Property Perfect International Pte.Ltd. in Singapore. Established on 12 July,

the wholly-owned subsidiary is to invest in overseas business. Its paid-up capital is 1 Singapore dollar (1 share at 1

Singapore dollar). The Company has approved a Bt100 million loan to the subsidiary.

On 16 July 2012, Property Perfect International Pte.Ltd. (PPI) invested Bt99.60 million through a share purchase and

loan to Share Group Co.,Ltd. (SG), which is incorporated in Japan to invest in real estate and hotel business in the

country. PPI bought 4,100 newly-issued shares at 6,022 yen apiece or a total of 24.7 million yen, approximately Bt10

million. Its holding in SG is 49.64%.

On 8 August 2012, PPI bought 4,100 right-offering shares of SG at 12,044 yen apiece or 49.4 million yen in total,

approximately Bt20 million. (Its holding is maintained at 49.64%).

PPI and SG signed the contract to buy shares, loan claims and assets of Kiroro Resort (KA) on 18 July 2012. Details

are as follow:

a) All shares from KA existing shareholders at 1 yen, or approximately Bt0.3903.

b) Claims on loans to KA from existing shareholders. Plus interest, the loans worth 1,300.6 million yen (1,300 million

yen principal and 0.6 million interest) are purchased at 160 million yen or approximately Bt62.4 million.

c) Kiroro Resort’s assets cover a land plot, a hotel and equipment worth about 1,040.0 million yen or approximately

Bt405.9 million.

As specified in the contract, PPI and SG must place 240 million yen (Bt96.4 million) as the down payment.

On 4 October 2012, SG completed the transaction.

Consolidated operating results - consolidated financial statementsThe Company and subsidiaries launched a number of projects in the past 3 years. In 2010, the combined number of

projects reached 11: 3 single house projects, 3 townhouse projects, and 5 condominium projects. In 2011, the number of new

projects was 5, entirely focusing on single house development. In 2012, 8 new projects were launched, covering 1 single

house project and 7 condominium projects. The number of Company and subsidiaries’ projects under development is 47.

In the fourth quarter of 2012, the Company bought a business in Japan, holding 69.01%. This investment is revealed in two

categories - property and hotel development.

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ANNUAL REPORT2012


Consolidated Operating Results

Sales revenue The company realizes sales of land and house and condominium units as revenues in statements of income when

ownership rights are transferred to buyers.

In 2010, the consolidated revenue from land and house sale totaled Bt7,002.70 million, up Bt1,929.28 million from

2009, thanks to higher sales and the higher number of projects that could generate revenue. Revenue from sale of

Metro Park Sathorn project at Bt777.73 million dropped 0.74% from 2009.

In 2010, the company also earned Bt835.49 million from land sale, accounting for 9.69% of sale revenue.

In 2011, the company registered the consolidated land and house sale revenue worth Bt6,925.68 million, down 77.02%

from 2010. In the first nine months, the consolidated sale revenue increased by Bt877 million from the same period

a year earlier. The fourth-quarter figure dropped due to the flood disaster in the Central region, including Bangkok,

Nonthaburi and Pathum Thani which heavily plunged demand. In the quarter, the consolidated revenue was only

Bt1,148.60 million, compared to Bt2,102.62 million in the same period a year earlier. In the quarter, the company reaped

Bt1,074.15 million from condominium sale, up by Bt296.43 million from the same period a year ago, partially driven by

revenue from Metro Sky Ratchada, a project by a subsidiary, which increased the number of revenue-generating

projects from 1 to 2.

Land sale revenue however dropped from Bt835.49 million to Bt81.42 million, or by Bt754.07 million from 2010 when

it sold a land plot to a university worth Bt823.27 million.

Sale revenue in 2011 thus totaled Bt8,081.25 million, down by Bt535.11 million or 6.21% from 2010.

In 2012, the consolidated land and house sale revenue reached Bt7,489.49 million, upby Bt563.81 million or 8.14% from 2011.

Flood disaster in the Central part of Thailand that affected Bangkok, Nonthaburi and Pathum Thani in the fourth quarter of

2011 caused severe contraction in the industry and recovery was witnessed in the second quarter of 2012. The 2011

revenue thus contracted from the 2010 level. Condominium sale revenue at Bt1,180.64 million however increased by

Bt106.49 million or 9.91% from the previous year, thanks to the realization of income from the Metro Sky Ratchada project

which started generating income in the fourth quarter of 2011. In the year, the Company and subsidiaries generated

revenue from 2 condominium projects, from 1 in 2011.

Land sale revenue increased by Bt66.44 million from Bt81.42 million to Bt147.86 million, due to the sale of land to a

university worth Bt108.6 million.

Sale revenue in the year reached Bt8,817.99 million, an increase of Bt736.74 million or 9.12% from the previous year.

The consolidated sale revenue by project during 2010-2012 is available in the table showing revenue structure by

product.

107

Cost of sales and gross margin Calculation of costs of land and house sales and condominium units, which is the company’s and subsidiaries’ main

cost, takes into account all project development costs that estimated to arise proportionately to land sold (and also

actual costs) and the costs of sales are realized after the company books revenue from the sale of a particular unit.

The above project development costs are presented at net cost from provision of losses from a write-down in project

value. The cost covers the price of land, designs, infrastructure, construction and related interest.

In 2010, the consolidated sale cost of the company and subsidiaries was as follows:

The sale cost of land and house sale totaled Bt4,606.86 million, up Bt1,092.61 million or 31.09% from the

previous year. The cost accounted for 65.79% of sale revenue, down from 69.27% in 2009.

The sale cost of condominium units totaled Bt496.70 million, down Bt55.24 million or 10.01% from the previous

year. The sale cost accounted for 63.87 million of sale revenue, down from 70.90% in 2009.

The sale cost of land totaled Bt695.76 million. The sale cost of land totaled Bt 83.28% of sale revenue.

In 2011, the consolidated sale cost of the company and subsidiaries was as follows:

Cost of land and house sales totaled Bt4,365.93 million, down Bt240.93 million or 5.23% from the previous year.

The amount represented 63.04% of sale revenue, down from 65.79% in 2010.

Cost of condominium totaled Bt727.72 million, up Bt231.02million or 46.51% from the previous year. Sale cost

accounted for 67.75% of sale revenue, which was above 63.87% in 2010.

The sale cost of land totaled Bt55.27 million. The sale cost of land totaled Bt 67.88% of sale revenue.

In 2012, the consolidated sale cost of the company and subsidiaries was as follows

Cost of land and house sales totaled Bt4,748.08 million, up Bt382.15million or 8.75% from the previous year. The

amount represented 63.40% of sale revenue, a few changed from 63.04% in 2011.

Cost of condominium totaled Bt778.02million, up Bt50.30million or 6.91% from the previous year. Sale cost

accounted for 65.90% of sale revenue, which was down 67.75% in 2011.

Land sale cost at Bt102.92 million showed an increase of Bt47.65 million from the previous year. The cost

accounted for 69.60% of sale revenue.

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ANNUAL REPORT2012


In 2010, the consolidated gross margin from land and house sale increased from 30.73% to 34.21%, due to higher sale

prices as well as the realization of revenue from projects with higher gross margin. The gross margin of condominium

units also increased to 36.13% while that of land was 16.27%.

In 2011, the consolidated gross margin from land and house sale increased from 34.21% to 36.96%, due to higher sale

prices as well as the realization of revenue from projects with higher gross margin. The gross margin of condominium

units down from 36.15% to 32.25%. while that of land was 32.12%.

In 2012, the Company and subsidiaries’ gross profit margin on land and house sale was 36.60%, nearly unchanged

from 36.96% in the previous year. The condominium gross margin however increased from 32.25% to 34.10%, due to

a price adjustment. Gross margin on land sale was at 30.40%.

Other revenue Most of other revenue came from utilities, Club House management fee, and confiscated down payments. During 2010

and 2012, other revenue on the consolidated basis totaled Bt87.98 million, Bt139.52 million and Bt131.90 million,

respectively. In 2011, the company reverted Bt37.037 million of debt to income, under the debt rehabilitation plan.

Selling and administrative expenses In 2010, the consolidated sale and administrative cost as well as executives’ allowances totaled Bt1,756.14 million, up

Bt721.56 million or 69.74% from 2009. Sale cost increased by Bt479.41 million as the special business tax and transfer

fees went up by Bt233.56 million, as the tax reduction to 0.01% was raised back to the normal level of 3.3% on 28 March

2010. The advertising, public relations and marketing expenses rose by Bt233.40 million while the administrative cost

increased by Bt233.40 million. As the company was prepared to launch new projects particularly in the second half of 2010,

it shouldered higher employee and management expenses as well as higher executive pays by Bt18.75 million.

In 2011, sale and administrative cost on the consolidated basis totaled Bt1,995.41 million, up by Bt239.27 million or 13.62 %

from 2010. Sale cost increased Bt169.24million, thanks to the Bt68.50 million increase in the special business tax

and transfer fee. The advertising, public relations and marketing cost also increased by Bt97.90 million. Meanwhile,

administrative cost also increased by Bt70.02million, partly driven by flood-protection spending.

In 2012, sale and administrative cost on the consolidated basis totaled Bt2,337.81 million, up Bt342.40 million or 17.16 %

from 2011. Sale cost increased by Bt138.23 million, thanks to the Bt28.61 million increase in the special business tax and

transfer fee in line with higher transfers. The advertising and marketing cost also increased by Bt109.62 million due to the

launch of more projects, particularly condominium ones. Meanwhile, administrative cost also increased by Bt204.17 million

due to higher expenses on employees and project management in line with new project launches. Expenses on flooded

projects’ rehabilitation in the fourth quarter of 2011 also added up the expenses.

109

Other expenses The company in 2008 sold 64 units of land and houses with a combined value of Bt510 million to Property Perfect

Fund. Under the agreement, the Company agrees to guarantee the minimum revenue of the fund (rental and service

revenues before deducting expenses) at Bt55 million for a period of five years, ending 31 December 2012. The minimum

guarantee payment is due on 31 July and 31 January of the years specified in the contract. However, the amount of

guaranteed revenue depends on the ratio of the value of the outstanding properties to the value of the properties in

which the Fund initially invested, as determined by an appraisal company for the purpose of the initial investment. The

company has estimated provision for loss from such guarantee at the present value of the cash flows which it expects

to pay to the fund with a total of Bt73.8 million, and recorded it as a separate item under the heading of “loss arising

from minimum revenue guarantee” in the income statements.

In 2009, the company booked Bt9.4 million losses from minimum return guarantee as expense, as the rental revenue

under Property Perfect Fund was below expectation.

In 2010, the company booked Bt35.60 million losses from the minimum return guarantee as expense, which was Bt26.18

million higher from 2009.

In 2011, the company booked Bt33.59million losses from the minimum return guarantee as expense, which was

Bt2.01million down from 2010.

In 2012, the Company booked Bt32.76 million as loss from the minimum revenue guarantee, as the fund’s revenue

was below estimates. The minimum guarantee clause (based on rents and service fees before expenses) ended on

31 December 2012.

Financial expenses In 2009 to 2011 amounted to Bt465.09million, Bt417.22million and Bt527.32million, respectively. It comprises interest

expenses, expenses for provision for unconverted debentures according to maturity of the unsubordinated debentures,

write-off premium on debentures and financial charges.

Interest expenses during 2010 to 2012 amounted to Bt318.26million, Bt393.48million and Bt464.14million,

respectively. The interest expenses also increased in 2012 due to the acquisition of new land plots for future low-rise

and high-rise development as well as the investment in the overseas hotel mentioned above.

Expenses for provision for unconverted debentures according to maturity of the unsubordinated debentures and

write-off premium on debentures in 2010 was Bt67.60million .In 2011, there was no expense, as the unsubordinated

convertible debentures were entirely redeemed in November 2010.

Financial fees during 2010-2012 stood at Bt79.23million, Bt23.74 million and Bt63.18million, respectively. The amount

rose sharply in 2010 due to the increase in issued debt instruments like debentures and bill of exchange. In 2010, it

also shouldered a Bt26 million cost for the early redemption of some debentures. Financial fees in 2012 derived from

the debenture issuance early March, the seeking of a short-term loan in the second quarter, and the debenture

issuance in August and November. In the year, the financial fees increased in line with the fund mobilization size.

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ANNUAL REPORT2012


Hotel business

In the fourth quarter of 2012, the Company invested in a hotel business in Japan, holding 69.01% in the business. The

venture generated Bt275 million revenue and Bt46 million as other venue gross margin total Bt84 million, against operating

expense of Bt168 million and foreign exchange loss of Bt95 million. This resulted in a loss of Bt134 million. However, the

foreign exchange loss is covered by a forward contract, struck with a commercial bank late 2012.

Net profits (of both businesses)The consolidated net profits during 2010-2012 are as follows:

Unit: Million Baht 2012 2011 2010

Net profit 178.37 488.00 550.44

Shareholders’ equity 233.81 488.13 550.44

Subsidiaries’ non-controlling shareholders’ equity (55.44) (0.13) -

In 2010, the consolidated net profit stood at Bt550.44 million, up Bt150.69 million or 37.69% from the previous year,

due to the higher land and house sale as well as higher gross margin. Moreover, it earned Bt835 million from land sale.

Still, sale and administrative cost as well as other expenses went up in line with business expansion.

In 2011, the consolidated net profit totaled Bt488.00 million, down by Bt62.44 million or 11.34% from the previous year.

Despite lower sale revenue, the gross profit margin pushed up the profit margin. It is noted that sale and administrative

expense increased in line with business expansion, as well as flood protection actions in the fourth quarter. Meanwhile,

a cut in special business tax from 3.3% to 0.1% was terminated on 28 March 2010. This required the company to pay

the special business tax at 3.3% in 2011.

The 2012 consolidated net profit totaled Bt178 million, inclusive of the Bt233.81 million profit for the Company’s

shareholders and Bt55.44 million loss of subsidiaries’ non-controlling shareholders. This is down by Bt310 million or

63.45% from the previous year. Of total decrease, local property business contributed Bt176 million while the overseas

hotel business contributed Bt134 million.

The Company’s shareholders equity of Bt233.81 million showed a decrease by Bt254.32 million, resulting from the

Bt257 million increase in profit margin against the Bt342.40 million increase in sale and administrative cost following

the launch of new projects particularly condominiums which demanded higher advertising and marketing cost. Moreover,

the higher number of projects under management raised the headcount and administrative cost. The Company also

shouldered a cost in rehabilitating projects suffering from the 2011 flood, the Bt110.10 million increase in financial

expenses, Bt24 million decrease in tax income, and Bt81 million loss from the hotel business.

111

Financial Status Overall Picture of Financial Status

Table presented consolidated financial status

(Unit :Million Baht) Assets Liabilities Shareholders’ equity

As of 31 December 2012 25,872.03 17,566.84 8,305.19

As of 31 December 2011 21,364.02 13,974.33 7,389.69

As of 31 December 2010 19,728.93 12,554.50 7,174.43

Assets The consolidated assets stood at Bt19,728.93million, Bt21,364.02million and Bt25,872.03million during 2010 and 2012,

respectively. In 2010 -2012 assets increased Bt5,252.19million ,Bt1,635.09 million and Bt4,508.01million ,respectively, as

the company acquired additional land for the development of condominium, townhouse and rental dormitory, the leasing

right for the land reserved for closed shopping mall development, and the hotel business in Japan.

Of all assets as of 31 December 2012, ranked No.1 was the project development cost of Bt13,389.89 million which

accounted for 51.78%. Following are land bank worth Bt8,283.84 million (32.03%); advance payment for land

purchases worth Bt379.82 million (1.47%); land, building and equipment worth Bt1,095.37 million (4.24%); cash and

equivalents worth Bt960.26 million (3.71%) and investment in joint venture worth Bt522.93 million (2.02%). The

structure is in line with the group’s operations. Details are as follows;

Project development cost

(Unit : Million Baht)2012 2011

Company - unconsolidated 6,888.74 51.45% 8,403.30 64.80%

Subsidiaries 6,501.15 48.55% 4,565.43 35.20%

Total* 13,389.89 100.00% 12,968.73 100.00%

2010 2009


Subsidiaries 3,373.73 33.33% 1,556.80 17.88%

Total* 10,123.00 100.00% 8,708.71 100.00%

Note * Project development cost in consolidated financial statements as of 31 December 2009 and 2012

The company’s unconsolidated development cost in 2009 slightly increased by Bt66.67 million. In 2010, it dropped

by Bt402.64 million, as some was transferred to the sale cost while new projects were carried out by subsidiaries. In

2011, the cost increased by Bt1,654.03 million, due to more new projects. In 2012, the cost dropped by Bt1,514.56

million as the sum booked as sale cost surpassed the development cost. The development cost as of 31 December

2012 totaled Bt6,888.74 million. It’s the net value after the Bt45.81 million provision against possible drop in project

value. The sum was set aside accordingly to the accounting standard, as accounting value of the projects exceed

independent appraisers’ evaluation prices.

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ANNUAL REPORT2012


Project development costs of the company’s subsidiaries were as follows:

- Estate Perfect Company Limited, with 7 projects under development, booked the development cost of Bt1,824.88

million as of 31 December 2012. It includes the Bt0.67 million provision against possible decrease in project value.

- Bright Development Company Limited, with 13 projects under development, showed the development cost

of Bt3,392.36 million as of 31 December 2012.

- Residence Number Nine Company Limited, with 3 projects under development, showed the development

cost of Bt866.96 million as of 31 December 2012.

- We Retail Company Limited showed the development cost of Bt124.38 million as of 31 December 2012.

- Centrepoint Shopping Mall Company Limited showed the development cost of Bt246.83 million as of 31

December 2012.

Net land bank

(Unit : Million Baht)2012 2011


Subsidiaries 1,855.37 22.40% 1,744.83 34.54%

Total* 8,283.84 100.00% 5,052.01 100.00%

2010 2009


Subsidiaries 1,215.39 22.14% 909.78 25.11%

Total* 5,492.98 100.00% 3,623.64 100.00%

Note * Net land bank mentioned in financial statements at 31 December 2010 and 2012.

- The company’s and subsidiaries’ net land held for development at the end of 2009-2012 had value of

Bt3,623.64million, Bt5,492.98 million, Bt5,052.01 million and Bt8,283.84 million, respectively. The costs

incorporated land costs, land development costs, construction costs, capitalized interest, less transferred to costs

of sales, land transferred to settle debts under rehabilitation plan and allowance for loss on depreciation of land

held for development. In 2010 -2012, the provision for possible depreciation of land bank stood at Bt104.00million,

Bt112.2million and Bt113.2 million, respectively. Since 31 December 2010, the company has accumulated on

new land plot to serve both low-rise and hand-rise development. The company and subsidiaries will consider

reverting land bank to book as project development cost only when the development starts - for example, when

the land is being cleared or when development plan is plotted.

113

Advance payment for land purchase

(Unit: Million Baht)2012 2011

Company - unconsolidated 260.51 68.59% 439.90 59.72%

Subsidiaries 119.31 31.41% 296.68 40.28%

Total* 379.82 100.00% 736.58 100.00%

2010 2009


Subsidiaries 206.09 37.16% 49.76 38.64%

Total* 554.64 100.00% 128.78 100.00%

Note: * Cash and equivalents as appeared in consolidated financial statements as of 31 December 2009-2012.

Advance payment for land purchase is the deposit given to landlords or agents commissioned to accumulate land for

the company. Once the land purchase was completed the deposit will be booked as the project development cost or

in land bank category.

Advance payment of the company and subsidiaries as of 31 December 2012 totaled Bt379.8 million.

- Deposits to many landlords under land purchase contracts, signed jointly by landlords and agents, totaling

Bt163.2million: Bt45.2million placed by the company and Bt118.0million by subsidiaries.

- Advance payment to land-aggregation agents, with pending land purchase agreements, totaled Bt216.76 million:

Bt215.3 million belonging to the Company (Bt20.7 million and Bt105 million paid to employees and executives

who acted as agents, respectively), and Bt1.3 million belonging to subsidiaries.

The combined value of signed land purchase contracts as of 31 December 2009-2012totaled Bt452.4 million, Bt2,658.5

million, and Bt2,974.4 million and Bt980.9 million, respectively.

Land, building and equipment - net



Subsidiaries 883.22 80.63% 93.55 28.47%

Total* 1,095.37 100.00% 328.63 100.00%

2010 2009


Subsidiaries 59.53 19.08% 51.01 14.93%

Total* 312.01 100.00% 341.69 100.00%

Note: * Land, building and equipment-net as shown in the consolidated financial statements as of 31 December 2009-2012

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ANNUAL REPORT2012


- In October 2012, the Company bought a hotel business in Japan which owns land, building and equipment worth

Bt707 million.

Cash and Equivalents



Subsidiaries 412.62 42.97% 283.07 24.94%

Total* 960.26 100.00% 1,134.80 100.00%

2010 2009

Company - unconsolidated 1,585.30 78.56% 668.54 90.27%

Subsidiaries 432.55 21.44% 72.05 9.73%

Total* 2,017.85 100.00% 740.59 100.00%

- Note: * Cash and equivalents as appeared in consolidated financial statements as of 31 December 2009-2012.

Investments in associates

In 2005, Investments worth Bt300 million in Krungthep Land Public Company Limited represented a 20% stake in

Krungthep Land Plc. (as of 31 December 2005, Krungthep Land’s paid-up capital was Bt1,500 million) and the Board

of Directors’ meeting on 18 January 2007 approved the company to subscribe to Krungthep Land’s 6,000,000 capital

increased shares at the par value of Bt10 each totaling Bt60 million to retain its shareholding ratio.

On 16 November 2007, Krungthep Land’s 1/2007 extraordinary shareholders meeting resolved to decrease the

registered capital from Bt2,100,000 million to Bt1,780,000,000 by canceling 32,000,000 unissued shares at the par

value of Bt10 each for Bt320,000,000. The meeting also approved the recapitalization of Bt450,000,000 from Bt1,780,000,000

to Bt2,230,000,000 by issuing 45,000,000 capital increased shares at the par value of Bt10 each to reserve for exercise

of convertible debentures.

On 31 January 2008, Krungthep Land issued 188,806 units of 5-year, name-registered, unsecured convertible

debentures with a face value of USD 100 or total value of USD 18,880,600, to an overseas company. In accordance

with the conditions of the convertible debentures resolved by Krungthep Land’s Extraordinary General Meeting of

shareholders No.1/2008 on 14 January 2008, Krungthep Land is to pay interest semi-annually at a rate of not exceeding

3% per annum or a dividend yield (whichever is higher) only in years in which Krungthep Land declares a dividend

based on the conditions of the convertible debentures and mature on 31 January 2013. They are convertible upon the

listing of Krungthep Land’s shares on the Stock Exchange of Thailand (SET) or the Market for Alternative Investment

(MAI), or one year from the issue date (whichever is earlier), at a conversion price of Bt13.85 per a common share, on

quarterly basis. In case that no interest is paid until the maturity date, Krungthep Land is to redeem the outstanding

convertible debentures at a price equal to 1.311651 times in the baht equivalent of the face value. Such redemption is

subject to change dependent upon the interest payment made during the life of the debentures.

115

In November 2011, Krungthep Land amended the condition to allow early redemption of its convertible debentures, at

the value equivalent to the baht-denominated value of the convertibles plus interest of 5.5% per annum, calculated

from the issuance date to the redemption date. The interest is added into the principal every six months. In December

2011, Krungthep Land completed the early redemption. This allowed the company to book Bt7.5 million, under the

equity method. This is shown under Item “Equity composure of unsubordinated convertibles”, in other components of

shareholders’ equity.

On 9 January 2013, Krungthep Land’s shareholders at the 1/2013 meeting approved:

a) The listing of Krungthep Land on the Stock Exchange of Thailand.

b) The reduction of registered capital by Bt450 million from Bt2,230 million to Bt1,780 million, by cancelling 45 million

unallocated shares (Bt10 par value)

c) The split of par value from Bt10 to Bt1, which boosts the number of shares from 178 million to 1,780 million

d) The increase in registered capital by Bt620 million from Bt1,780 million to Bt2,400 million, through the issuance

of 620 million shares at Bt1 par value. Of total, Bt500 million shares are reserved for the initial public offering and

no more than 120 million shares for the offering to directors, executives and employees. Any share left over from

the allocation to directors, executives and employees will be included in the portion reserved for the initial public

offering.

Under the equity method, the company booked Bt3.00 million, Bt57.89 million, Bt24.98 million and Bt27.80 million as

profits from subsidiaries in the consolidated financial statements for years 2009-2012, respectively. Investment in joint

ventures, under the equity method, totaled Bt419.74 million, Bt477.62 million, Bt495.13 million and Bt522.93 during

the years 2009-2012, respectively.

Other guarantee obligations

The company guaranteed financial institutions’ loans to subsidiaries worth totally Bt8,174.72 million: Bt2,102.64 million

to Estate Perfect Company Limited; Bt5,018.58 million to Bright Development Bangkok Company Limited; and Bt1,053.50

million to Residence Number Nine Company Limited. The company is not yet obligated to show responsibility for the

guarantees as the subsidiaries are still honoring their debts.

116

ANNUAL REPORT2012


Asset quality

Trade debtors and other debtors

Real Estate Business

The company and subsidiaries have policy to realize revenue from sales of land and houses, land, and condominium

units only when ownership rights are transferred to buyers. Thus, the company and subsidiaries record down payment

and installments as liabilities in the item of deposits and clients’ advance payment. The overdue installments are booked

in the item of trade debtors.

In 31 December 2012, consolidated trade receivables totaled Bt22.51 million and consolidated allowance for doubtful

debts for debtors who unpaid for over 12 months worth Bt0.2million. The Company also set aside full provisions against

loans more than 12 months overdue, which brought down the net consolidated trade receivables to Bt22.31 million or

0.09% of total assets. The Company is convinced that the provisions are sufficient under the current circumstance.

For clients who fail to pay the debts for 6 months or longer, the company has contacted them to honor their obligations

and some cases have been brought to court. The company believes that the allowance for doubtful debts is sufficient

under the present circumstance.

Hotel business

Following the acquisition of a hotel business in Japan on 4 October 2012, outstanding trade receivables as of 31

December 2012 totaled Bt118.56 million. These are no more than 3 months overdue.

Other debtors

Other debts at Bt4.34 million was down by Bt7.87 million from 31 December 2011, when total other debts were Bt12.21 million.

Debtors with overdue payment for land A university has not yet paid Bt15.5 million for the land it purchased and was transferred. The Company has approached

the university for the payment. The Company has also placed a Bt100 million sum with the university, to guarantee the

construction of roads and infrastructure as specified in the contract.

The Company did not set aside provision against the remaining loan, on confidence that it will be paid in full.

LiquidityStatements of cash flow between 2010 and 2012 were as follows:

(Unit: Million Baht)Item 2012 2011 2010

Cash flow from operating activities 383.29 (103.06) 414.10

Cash flow from investment activities (3,894.65) (2,142.21) (3,169.06)

Cash flow from financing activities 3,329.13 1,362.21 4,032.23

Lower difference on financial statement translation 7.70 - -

Net cash flow increase (decrease) (174.54) (883.05) 1,277.27

117

The consolidated cash flow from operating activities in 2010 totaled Bt414.10 million, partly thanks to the Bt835 million

sale of a land plot which boosted the net cash flow to Bt1,277.27 million. In 2011, the Company showed negative cash

flow from operating activities, at Bt103.06 million, due to the launch of new projects by the Company and subsidiaries

which included the i-Condo condominium brand and Uniloft rental dormitory brand. In the year, transfers contracted in

the fourth quarter due to flood disaster. In 2012, the cash flow position returned positive, at Bt383.10 million, partly due

to the post-flood recovery. While revenue increased, labor shortage resulted in a delay in construction which lowered

cash payments as well as inventory.

Cash flow from investment activities has been in the negative area, totaling Bt3,169.06 million, Bt2,142.21 million and

Bt3,894.65 million during 2010-2012, respectively . Due to the company’s land bank purchases to prepare for the

company’s projects. Details as follow:

- In 2010, investing activities concerned advance payment for land purchase and land purchases worth totally

Bt2,697.91 million, cash payment of Bt352.18 million for common shares in a company priced at Bt507 million,

deposits containing guarantee obligations worth Bt17.04 million, and leasehold rights worth Bt64.03 million.

- In 2011, as part of investment activities, advance payments were made for new land plots totaling Bt2,077.66

million, aside from Bt16.49 million deposit which contains guarantee obligation, and Bt88.97 million payment for

land, building and equipment.

- In 2012, investing activities covered the advance payments for new land as well as leasing rights worth totally

Bt3,298.09 million; net cash payments on overseas investment worth Bt408.47 million; and payments for building

and equipment worth Bt185.89 million.

Cash flow from financing activities in 2010 covered the net issuance of Bt4,768.38 million debentures, net long-term

loans of Bt296.65 million, net issuance of additional B/Es worth Bt682.17 million, the redemption of Bt1,083.07 million

convertible debentures, the redemption of P/Ns worth Bt355.0 million, repayment to directors’ Bt80 million advance

payment, and Bt196.90 million dividend payment.

In 2011, cash flow from financing activities were boosted by a Bt1,694.13 million long-term loan, while the net increase

in bill of exchange and promissory note topped Bt728 million. An amount of Bt800 million was spent to redeem debentures,

while dividend payment in the year reached Bt259.92 million.

In 2012, cash flow from financing activities totaled Bt3,329.13 million, covering the net increase in debentures by

Bt3,881.26 million, net loan increase by Bt1,029.11 million, and Bt787.73 million capital increase. The Company also

earned Bt73.93 million from the exercise of warrants (PF-W3) into 73.93 million shares at the price of Bt1 apiece; as

well as Bt0.09 million from the exercise of warrants (PF-W) into 52.93 million shares at the price of Bt0.00167 apiece.

The net value of B/Es and P/Ns dropped by Bt2,253.94 million. Dividend payment totaled Bt189.05 million.

Dividend payment

The company has paid dividends as follows:

- For the 2009 performance, shareholders received Bt0.25 per share, totaling Bt196.90million, as of 27 May 2010.



118

ANNUAL REPORT2012


Source of Funds Liabilities

As of 31 December 2012, consolidated liabilities reached Bt17,566.84 million (Bt13,692.19 million belonging to the

company and Bt3,874.65 million to subsidiaries), up Bt3,592.51 million from 31 December 2011. Major changes are

as follows;

- Net increase in debentures of Bt3,912.94 million, loans Bt1,029.11 million, trade receivables and others Bt620.02

million, customers’ down payment and advance payment Bt136.17 million, and reserves for employees’ long-term

benefits Bt41.37 million.

- Minus Bt2,003 million B/E redemption and Bt210.94 million P/N redemption.

The consolidated debt structure as of 31 December 2012 consisted of debentures, 55.22% of total; long-term loans,

29.36%; bill of exchange, 8.87%, and promissory notes, 3.35%. Details are as follows;

Debentures

As of 31 December 2012, outstanding secured debentures, of which principal is to be paid in full on maturity date,

totaled Bt9,800.00million (Bt9,700.86 million net, inclusive of advance insurance fee ). All debentures were issued by the

company to finance land purchase, increase working capital and repay loans. Details of the debentures are as follows;

Secured/unsecured debentures issued by Property Perfect Public Company Limited

Value (Million Baht)

Issue Date

Maturity Date Condition

Partially collateralized debentures#1/2010,

Bt1,500 million,

interest 5.90% per annum,

payable every 3 months

1,498.302 26 Feb.

2010

26 Feb.

2013

- The ratio of total loans1

to shareholders’ equity must not

exceed 1.75:1

Secured debentures#3/2010,

Bt1,000 million,



1,000.000 18 Nov.

2010

18 Nov.

2013

- The ratio of collateral against

outstanding debenture value must

be maintained at 1:1



exceed 2:1

Partially collateralized debentures#1/2012(1).

Bt 500 million,



495.502 15 Mar.

2012

15 Mar.

2014



exceed 2:1

Partially collateralized debentures#2/2012(2).

Bt2,000 million, interest 5.35% per annum

in first two years and 6.25% in the

third year, payable every 3 months

1,971.560 15 Mar.

2012

15 Mar.

2015



exceed 2:1

119

Value (Million Baht)

Issue Date

Maturity Date Condition

Unsecured short-term bonds #1/2012(1)

Bt800 million,


payable on redemption

800.000 9 Aug.

2012

5 Apr.

2013

- The ratio of total loans2 to

shareholders’ equity must not

exceed 2:1

Unsecured short-term bonds #1/2012(1)

Bt1,000 million,


payable on redemption

1,000.000 9 Aug.

2012

6 May

2013



exceed 2:1

Partially-collateralized debentures #2/2012

Bt3,000 million,



2,935.491 9 Nov.

2012

9 Nov.

2015



exceed 2:1

Total 9,700.855

Note

1 “Net liabilities” refers to liabilities in the balance sheets, inclusive of financial obligations and other debts which may occur from loan

guarantees, oval or other obligations to other individuals or juristic entities which do not appear in the balance sheets but in the Notes.

Yet, the liabilities do not cover the obligations to financial institutions’ papers, issued as guarantee for the development of property or

infrastructure or other utilities involved. Net liabilities were less cash and equivalents as shown in the balance sheets, but included

deposit accounts which are used as guarantees.

2 “Total loans” refer to all interest-bearing or discounted liabilities appearing in the consolidated statement. This include financial obligations

to be incurred by the issuer’s guarantee and similar obligations to individuals or juristic entities which do not appear in the consolidated

financial statements but appear in the Note. This excludes obligations related to the obtaining of financial institutions’ letter of guarantee

for land or infrastructure development or related activities. “Total loans” are minus cash and equivalents as shown in the consolidated

financial statements, including deposits placed as collaterals with any party. For clarity on this, the “total loans” exclude trade receivables,

advance income or loans which bear no interest cost.

In 2012, the Company redeemed debentures at maturity:

(a) Secured debentures #2/2010, Bt1,000 million, issued on 9 September 2010 and mature on 9 March 2012.

(b) Secured debentures #2/2010(2), Bt800 million, issued on 14 August 2009 and mature on 14 August 2012.

(c) Unsecured debentures #4/2010, Bt1,500 million, issued on 18 August 2010 and mature on 18 November 2012.

As of 31 December 2012, the Bt1,500 million debenture issue, mature on 26 February 2013, demands the total loans

to shareholders’ equity not more than 1.75:1, which is higher than prescribed. The debentures were redeemed in

February 2013.

120

ANNUAL REPORT2012


Long-term loans

As of 31 December 2012, outstanding long-term loans totaled Bt5,157.03 million: Bt2,713.99 million belonging to

the company and Bt2,443.04 million to subsidiaries. The loans are used to finance property project development.

Details are as follows;

Unit (Million Baht) 31 December 2012 31 December 2011

Company Subsidiaries Total Company Subsidiaries Total

Long-term loans 2,713.99 2,443.04 5,157.03 2,399.90 1,728.02 4,127.92

Minus - amount due within 1 year 368.12 193.92 562.04 223.14 413.98 637.12

Long-term loans (Net) 2,345.87 2,249.12 4,594.99 2,176.76 1,314.04 3,490.80

Unit (Million Baht) 31 December 2010 31 December 2009

Company Subsidiaries Total Company Subsidiaries Total

Long-term loans 815.86 1,617.93 2,433.79 1,865.03 272.11 2,137.14

Minus - amount due within 1 year - - - 148.68 45.54 194.22

Long-term loans (Net) 815.86 1,617.93 2,433.79 1,716.35 226.57 1942.92

In addition, the company guaranteed loans extended by financial institutions to subsidiaries with a combined

amount of Bt8,174.7 million.

As of 31 December 2012, an Bt820 million loan contract - with outstanding debt value of Bt63.3 million - demanded

the total loan to shareholders’ equity above the level specified in the contract. However, the loan was settled in

February 2013.

Promissory notes

1) Of Bt549.06 million outstanding P/Ns, Bt333.42 million belonged to the Company and Bt215.64 million to

subsidiaries. The interest rate is based on the minimum overdraft rate (MOR). They will mature in May and

June 2012. The P/Ns are backed by the group’s land and buildings.

The P/Ns requires the group to maintain the debt to equity ratio at no more than 2:1. As of 31 December

2012, the ratio was above the agreed level. However, under the contract, the Company and subsidiaries

have six months to bring down the ratio to the agreed level.

2 A subsidiary’s 4 P/Ns, worth Bt10,000,000 each (non-existence in 2011), were issued on a bank’s guarantee,

to cover leasing fee. Each P/N will be issued one year after the previous.

121

Shareholders’ equity

As of 31 December 2011

The consolidated shareholders’ equity totaled Bt7,389.69 million as of 31 December 2011, an increase by Bt215.25

million from 2010. Much of the increase was attributed to the Bt488.0 million net profit minus Bt259.9 million

dividend for the 2010 operating year, paid in May 2011.

The shareholder’s equity consisted of Bt4,726.46 million paid-up capital, the share loss of Bt20.68 million, the Bt7.29

million unrealized loss from share loss possibly deriving from a change in investment value, Bt223.10 million profit

provision, the Bt2,475.70 million unallocated net profit, the Bt5.86 million premium from an investment in a subsidiary

deriving from the purchase of shares above the subsidiary’s book value on the transaction date, a differential from

share swaps with subsidiaries worth Bt46.09 million, and Bt44.36 million interests of parties without no controlling

power.

As of 31 December 2011, the outstanding number of warrants issued to creditors with uncollateralized loans stood

at 8.85 million units. During the year, the par value was changed from Bt6 to Bt1. This increased the exercise

ratio of the warrants to six shares at the price of Bt0.00167 per share. The warrants can be exercised on the last

day of every second and fourth quarter during the 10 years from the fourth quarter of 2002.

As of 31 December 2012

Consolidated shareholders’ equity as of 31 December 2012 totaled Bt8,305.19 million, up by Bt915.50 million

from 31 December 2011. The increase mainly resulted from the Bt787.73 million recapitalization, the Bt0.09 million

exercise of 52.93 million warrants (PF/W) at Bt0.00167 apiece, the Bt73.93 million exercise of 73.93 million

warrants (PF/W) at Bt1 apiece, and the Bt178.37 million net profit, minus Bt189.06 million dividend payment.

Structure of shareholders’ equity

- Paid-up capital, Bt5,641.05 million (Bt1 par value)

- Share loss, (Bt73.52 million)

- Share loss from translation of investment, (Bt2.77 million)

- Accumulated profit set aside as legal reserves, Bt241.60 million

- Unallocated accumulated profit, Bt2,501.96 million

- Share loss from change in holdings in subsidiaries (Bt8.78 million)

- Difference from subsidiaries’ share swaps (Bt46.09 million)

- Difference from exchange exposure translation (Bt17.11 million)

- Subsidiaries’ non-controlling shareholders’ equity, Bt34.63 million

122

ANNUAL REPORT2012


Warrants (PF-W2)

In 2012, a number of 8,821,387 warrants (PF-W2) were exercised for 52,928,322 shares, at the price of Bt0.00167

apiece or a total of Bt88,390. The warrants were issued to unsecured creditors. Each can be exercised for 6 shares, at the

price of Bt0.00167 apiece. The exercise is scheduled for the last day of the second and fourth quarters during the 10-year

period, starting from the fourth quarter of 2002. The remaining 30,089 warrants were expired on 6 November 2012.

Warrants (PF-W3)

In July 2012, the Company issued free warrants (PF-W3) to existing shareholders who subscribed for capital-increase

shares, at the ratio of 1 warrant for two new shares. Total 393,865,295 warrants were issued with the 1:1 exercise ratio at

the price of Bt1 per share. The warrants can be exercised on the last day of every quarter throughout the 3-year period,

starting from the issuance date. In September, 73,932,601 warrants were exercised and 319,932,694 warrants are remaining.

No warrant was exercised in December 2012.

Debt to equity ratio

The debt to equity ratio in 2010 was 1.75 times, before rising to 1.89 times and 2.12 times in 2011 and 2012, respectively,

due to the investment in land, leasing rights and business expansion in many areas. The investment in a hotel business in

Japan in the fourth quarter of 2012 also contributed to the increase in total debts.

123

To the Shareholders of Property Perfect Public Company Limited

I have audited the accompanying consolidated financial statements of Property Perfect Public Company Limited and

its subsidiaries, which comprise the consolidated statements of financial position as at 31 December 2012, and compre-

hensive income, changes in shareholders’ equity and cash flows for the year then ended, and a summary of significant

accounting policies and other explanatory information, and have also audited the separate financial statements of Property

Perfect Public Company Limited for the same period.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Thai

Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation

of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance

with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial

statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor

considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to

design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies

used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation

of the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position

of Property Perfect Public Company Limited and its subsidiaries and of Property Perfect Public Company Limited as at 31

December 2012, and their financial performance and cash flows for the year then ended, in accordance with Thai Financial

Reporting Standards.

Siraporn OuaanunkunCertified Public Accountant (Thailand) No.3844

Ernst & Young Office Limited Bangkok: 28 February 2013

Report of

Independent Auditor

124

ANNUAL REPORT2012


Property Perfect Public Company Limited and its subsidiariesFor the year ended 31 December 2012

Statements of financial position

(Unit: Baht)Consolidated

financial statementsSeparate

financial statements

NoteAs at

31 December 2012As at



31 December 2011

Assets

Current assets

Cash and cash equivalents 7 960,262,043 1,134,799,368 547,643,468 851,725,365

Trade and other receivables 8 145,206,328 20,656,592 74,587,375 86,531,346

Account receivable - land 9 15,478,938 46,436,938 15,478,938 46,436,938

Inventories 10 31,581,748 - - -

Project development costs 11 13,389,889,827 12,968,728,043 6,888,742,770 8,403,303,415

Advances to contractor

- related party 6 14,546,157 18,117,218 14,537,627 17,518,704

Advances to contractors

- unrelated parties 58,995,231 45,836,553 44,563,796 37,349,061

Other current assets 142,646,588 63,964,980 43,627,292 37,214,674

Total current assets 14,758,606,860 14,298,539,692 7,629,181,266 9,480,079,503

Non-current assets

Restricted deposits 12 66,395,657 34,982,088 25,987,569 34,982,088

Loans to related companies 6 - - 3,260,371,778 1,801,123,102

Retention per agreement 9 100,000,000 100,000,000 100,000,000 100,000,000

Investments in subsidiaries 13 - - 3,152,442,193 2,702,032,399

Investment in associate 14 522,931,889 495,128,627 359,999,240 359,999,240

Other long-term investments 15 55,557,480 51,038,480 55,557,480 51,038,480

Land held for development 16 8,283,843,179 5,052,013,687 6,428,473,069 3,307,183,526

Advances for purchases of land 17 379,815,318 736,576,762 260,509,016 439,895,448

Property, plant and equipment 18 1,095,365,141 328,629,254 212,151,153 235,079,041

Leasehold rights 19 445,633,939 167,069,743 43,239,771 46,459,663

Other non-current assets 163,875,652 100,038,693 41,528,847 42,483,515

Total non-current assets 11,113,418,255 7,065,477,334 13,940,260,116 9,120,276,502

Total assets 25,872,025,115 21,364,017,026 21,569,441,382 18,600,356,005

The accompanying notes are an integral part of the financial statements.

125




NoteAs at




31 December 2011

Liabilities and shareholders’ equity

Current liabilities

Trade and other payables 20 1,558,819,881 929,794,991 746,628,635 589,416,152

Current portion of notes payable 21 559,060,000 800,000,000 333,420,000 800,000,000

Bills of exchange payable 22 - 2,003,000,000 - 2,003,000,000

Current portion of debentures 23 4,298,302,318 3,300,000,000 4,298,302,318 3,300,000,000

Current portion of long-term loans 25 562,036,434 637,121,107 368,122,615 223,140,265

Deposits and cash received in advance 8 305,117,100 168,946,207 48,920,078 70,639,583

Income tax payable 28,158,885 22,299,221 24,898,653 3,538,865

Provisions 27 - 10,906,710 - 10,906,710

Other current liabilities 98,368,947 48,624,302 40,158,623 33,023,942

Total current liabilities 7,409,863,565 7,920,692,538 5,860,450,922 7,033,665,517

Non-current liabilities

Notes payable - net of current portion 21 30,000,000 - - -

Debentures, net of current portion 23 5,402,553,013 2,487,911,686 5,402,553,013 2,487,911,686

Long-term loans, net of current portion 25 4,594,991,519 3,490,795,708 2,345,870,689 2,176,757,288

Provision for long-term employee benefits 26 65,634,096 24,263,062 37,707,004 19,138,150

Other non-current liabilities 63,797,200 50,664,144 45,609,473 48,516,144

Total non-current liabilities 10,156,975,828 6,053,634,600 7,831,740,179 4,732,323,268

Total liabilities 17,566,839,393 13,974,327,138 13,692,191,101 11,765,988,785

Property Perfect Public Company Limited and its subsidiariesAs at 31 December 2012

Statement of financial position (continued)


'(U

126

ANNUAL REPORT2012





NoteAs at




31 December 2011

Shareholders’ equity

Share capital 28

Registered

5,961,161,256 ordinary shares

of Baht 1 each 5,961,161,256 5,961,161,256 5,961,161,256 5,961,161,256

Issued and fully paid

5,641,047,963 ordinary shares

of Baht 1 each

(2011: 4,726,456,320 ordinary shares

of Baht 1 each) 5,641,047,963 4,726,456,320 5,641,047,963 4,726,456,320

Share discount 28 (73,524,495) (20,684,563) (73,524,495) (20,684,563)

Retained earnings

Appropriated - statutory reserve 30 241,600,000 223,100,000 241,600,000 223,100,000

Unappropriated 2,501,961,382 2,475,701,940 2,070,899,803 1,912,787,453

Other components of shareholders’ equity (40,534,712) (59,240,133) (2,772,990) (7,291,990)

Equity attributable to owners of the Company 8,270,550,138 7,345,333,564 7,877,250,281 6,834,367,220

Non-controlling interests of the subsidiaries 34,635,584 44,356,324 - -

Total shareholders’ equity 8,305,185,722 7,389,689,888 7,877,250,281 6,834,367,220

Total liabilities and shareholders’ equity 25,872,025,115 21,364,017,026 21,569,441,382 18,600,356,005

Property Perfect Public Company Limited and its subsidiariesAs at 31 December 2012

Statement of financial position (continued)


nit: Baht)

127




Note 2012 2011 2012 2011

Revenues

Revenues from sales of land and houses 7,489,487,517 6,925,678,155 5,509,032,871 4,960,323,321

Revenues from sales of residential

condominium units 1,180,639,172 1,074,153,593 574,347,519 579,403,500

Revenues from sales of land 147,862,988 81,422,149 147,862,987 78,517,149

Revenues from hotel operations 275,660,442 - - -

Other income

Interest income 11,192,421 9,933,194 143,484,475 82,522,898

Revenues from forfeiture of down payments 8,931,502 8,527,837 4,749,713 5,227,065

Revenue from reversal of creditors

per rehabilitation plan 20 - 37,037,390 - 37,037,390

Gain on a bargain purchase 13 38,925,120 - - -

Others 118,935,739 84,020,801 76,418,882 68,719,990

Total revenues 9,271,634,901 8,220,773,119 6,455,896,447 5,811,751,313

Expenses

Cost of sales of land and houses 4,748,080,260 4,365,927,265 3,375,257,224 3,071,967,647

Cost of sales of residential condominium units 778,020,729 727,715,800 351,611,981 381,774,982

Cost of sale of land 102,920,272 55,267,156 102,920,272 51,379,305

Cost of hotel operations 191,351,316 - - -

Selling expenses 1,088,277,852 918,792,177 694,765,698 617,807,522

Administrative expenses 1,418,477,908 1,076,622,076 916,010,092 815,109,030

Loss arising from minimum revenue guarantee 27 32,758,774 33,595,455 32,758,774 33,595,455

loss on exchange 94,687,967 - - -

Total expenses 8,454,575,078 7,177,919,929 5,473,324,041 4,971,633,941

Profit before share of income from

investment in associate,

finance cost and income tax expenses 817,059,823 1,042,853,190 982,572,406 840,117,372

Share of income from investment in associate 14 27,803,262 24,982,516 - -


Statement of comprehensive income


128

ANNUAL REPORT2012


(Unit: Baht)


Separate financial statements

Note 2012 2011 2012 2011

Profit before finance cost and income

tax expenses 844,863,085 1,067,835,706 982,572,406 840,117,372

Finance cost 527,320,230 417,217,839 506,464,066 410,384,128

Profit before income tax expenses 317,542,855 650,617,867 476,108,340 429,733,244

Income tax expenses (139,175,583) (162,618,562) (110,441,385) (98,994,170)

Profit for the year 178,367,272 487,999,305 365,666,955 330,739,074

Other comprehensive income:

Gain (loss) on changes in value of

available-for-sale investments 4,519,000 (3,743,300) 4,519,000 (3,743,300)

Other comprehensive income for the year 4,519,000 (3,743,300) 4,519,000 (3,743,300)

Total comprehensive income for the year 182,886,272 484,256,005 370,185,955 326,995,774

Profit (loss) attributable to:

Equity holders of the Company 233,814,047 488,129,353 365,666,955 330,739,074

Non-controlling interests of the subsidiaries (55,446,775) (130,048)

178,367,272 487,999,305

Total comprehensive income attributable to:

Equity holders of the Company 238,333,047 484,386,053 370,185,955 326,995,774

Non-controlling interests of the subsidiaries (55,446,775) (130,048)

182,886,272 484,256,005

Earnings per share 32

Basic earnings per share

Profit attributable to equity holders

of the Company 0.0453 0.1033 0.079 0.0700

Diluted earnings per share

Profit attributable to equity holders

of the Company 0.048 0.1021 0.0701 0.0692


Statement of comprehensive income (continued)


129




2012 2011 2012 2011

Cash flows from operating activities

Profit before tax 317,542,855 650,617,867 476,108,340 429,733,244

Adjustments to reconcile profit before

tax to net cash

provided by (paid from) operating activities:

Share of income from investment in associate (27,803,262) (24,982,516) - -

Depreciation and amortisation 89,507,365 64,677,464 52,415,701 49,994,713

Amortisation of prepaid expenses 34,457,851 43,260,169 22,924,142 24,017,785

Amortisation of deferred debenture issuing costs 31,683,644 9,696,460 31,683,644 9,696,460

Unrealised loss on exchange 94,687,967 - - -

Rental received in advance recognition (4,226,670) (4,162,138) (4,226,670) (4,128,646)

Loss on impairment of investment (reversal) (154,598) 198,012 (154,598) 198,012

Reversal of creditors per rehabilitation plan - (37,037,390) - (37,037,390)

Loss arising from minimum revenue guarantee 32,758,774 33,595,455 32,758,774 33,595,455

Loss on sales of property, plant and equipment 3,398,281 49,437 611,528 38,272

Gain on a bargain purchase (38,925,120) - - -

Dividend income (4,184,356) (4,555,205) (4,184,356) (4,555,205)

Provision for long-term employee benefits 29,409,448 24,263,062 22,434,274 19,138,150

Interest income (11,192,421) (9,933,194) (143,484,475) (82,522,898)

Interest expenses 464,139,451 393,475,697 443,899,666 386,694,786

Profit from operating activities before changes

in operating assets and liabilities 1,011,099,209 1,139,163,180 930,785,970 824,862,738

Decrease (increase) in operating assets

Trade and other receivables (86,554,433) (901,999) (21,736,428) 3,238,828

Account receivable - land 30,958,000 - 30,958,000 -

Inventories (9,417,813) - - -

Project development costs 157,670,342 (178,591,346) 1,324,121,843 409,034,729

Advances to contractors (9,587,617) 63,685,288 (4,233,658) 41,901,793

Other current assets (87,798,722) (57,598,210) (29,182,162) (35,922,453)

Other non-current assets (10,022,178) (22,412,361) 954,670 (3,464,699)


Cash flow statement


130

ANNUAL REPORT2012





2012 2011 2012 2011

Increase (decrease) in operating liabilities

Trade and other payables 348,075,284 (350,306,756) 186,223,110 (317,031,110)

Deposits and cash received in advance 136,170,893 97,243,848 (21,719,505) 40,117,044

Cash paid for minimum revenue guarantee (36,607,637) (34,559,500) (36,607,637) (34,559,500)

Other current liabilities (39,451,842) (2,709,976) (40,396,229) (5,435,753)

Other non-current liabilities (7,219,929) 1,233,495 1,320,000 1,200,000

Net cash from operating activities 1,397,313,557 654,245,663 2,320,487,974 923,941,617

Cash paid for interest expenses (861,306,894) (688,772,981) (697,947,497) (568,850,632)

Cash paid for corporate income tax (166,507,862) (150,638,289) (89,081,590) (95,455,305)

Cash received for interest income 13,485,571 7,215,381 12,380,784 5,940,946

Return of withholding tax 301,594 74,891,519 - 74,537,729

Net cash from (used in) operating activities 383,285,966 (103,058,707) 1,545,839,671 340,114,355

Cash flows from investing activities

Decrease (increase) in restricted deposits (31,105,007) (16,493,710) 8,994,519 (16,493,710)

Increase in loans to related companies - - (1,489,248,677) (995,573,930)

Cash received for interest income - - 164,784,089 2,280,589

Cash received for dividend income 4,184,356 4,555,205 4,184,356 4,555,205

Cash received from purchase of investment

in subsidiary (Note 13) - 36,825,599 - -

Net cash paid for purchase of investment

in subsidiary (Note 13) (408,467,940) - (450,409,795) (304,875,043)

Increase in non-controlling interests

of the subsidiary 24,484,504 1,225,007 - -

Increase in land held for development (2,817,032,919) (1,574,376,722) (2,286,640,375) (695,526,906)

Increase in advances for purchases of land (234,443,385) (503,287,285) (172,637,084) (280,017,971)

Increase in leasehold rights (246,618,000) (1,790,081) - -

Increase in property, plant and equipment (185,891,041) (88,973,509) (27,660,880) (40,265,449)

Proceeds from sales of property,

plant and equipment 239,422 106,907 239,422 106,907

Net cash used in investing activities (3,894,650,010) (2,142,208,589) (4,248,394,425) (2,325,810,308)


Cash flow statement (continued)


131




2012 2011 2012 2011

Cash flows from financing activities

Increase (decrease) in note payable (250,940,000) 725,000,000 (466,580,000) 725,000,000

Increase (decrease) in bills of exchange payable (2,003,000,000) 3,000,000 (2,003,000,000) 3,000,000

Increase in long-term loans 1,029,111,138 1,694,128,085 314,095,751 1,584,035,141

Increase (decrease) in debentures 3,881,260,000 (800,000,000) 3,881,260,000 (800,000,000)

Increase in ordinary shares 861,751,711 - 861,751,711 -

Dividend paid (189,054,605) (259,915,006) (189,054,605) (259,915,006)

Net cash from financing activities 3,329,128,244 1,362,213,079 2,398,472,857 1,252,120,135

Decrease in translation adjustment 7,698,475 - - -

Net decrease in cash and cash equivalents (174,537,325) (883,054,217) (304,081,897) (733,575,818)

Cash and cash equivalents at beginning of year 1,134,799,368 2,017,853,585 851,725,365 1,585,301,183

Cash and cash equivalents at end of year 960,262,043 1,134,799,368 547,643,468 851,725,365

Supplemental cash flow information

Non-cash transactions

Transfer advances for purchases of land

to project development 591,204,830 321,351,923 352,023,515 188,834,673

Transfer land held for development to

project development costs 766,701,101 2,241,778,627 - 1,811,924,360

Transfer project development costs to land

held for development 642,600,206 - 642,600,206 -

Transfer property, plant and equipment to

project development costs 4,068,286 10,735,369 542,010 10,735,369

Transfer leasehold rights to project development costs 7,484,680 7,483,791 - -

Issue promissory notes to purchase leasehold rights 40,000,000 - - -

Settle land held for development with loan

to related company - - 30,000,000 -

Settle increased share capital with loan to

related company and interest receivable - - - 500,000,000


Cash flow statement (continued)


132

ANNUAL REPORT2012


Prop

erty

Per

fect

Pub

lic C

ompa

ny L

imite

d an

d its

sub

sidi

arie

s Fo

r the

yea

r end

ed 3

1 D

ecem

ber 2

012

Stat

emen

t of c

hang

es in

shar

ehol

ders

’equ

ity

The

acco

mpa

nying

notes ar

e an

integr

al p

art o

f the

fina

ncial s

tatemen

ts.

(Uni

t: Ba

ht)

Cons

olid

ated

fina

ncia

l sta

tem

ents

Equi

ty a

ttrib

utab

le to

the

pare

nt’s

sha

reho

lder

s

Othe

r com

pone

nts

of e

quity

Othe

r co

mpr

ehen

sive

inco

me

Equi

ty a

ttrib

utab

leto

non

-con

tro

lling

inte

rest

s of

the

subs

idia

ries

Tot

alsh

areh

olde

rs’

equi

ty

Issu

ed a

nd

fully

pai

d sh

are

capi

tal

Sha

re d

isco

unt

Shar

e su

bscr

iptio

ns

rece

ived

in ad

vanc

e

Reta

ined

ear

ning

s

Def

icit

on

chan

ges

in v

alue

of

avai

labl

e-fo

r-sa

lein

vest

men

ts

Exch

ange

di

ffere

nces

on tr

ansl

atio

n of

finan

cial

st

atem

ents

in fo

reig

n cu

rrenc

y

Uns

ubor

dina

ted

conv

ertib

lede

bent

ures

-eq

uity

com

pone

nt

Diff

eren

ce

resu

lting

fro

m s

hare

sw

apbe

twee

n th

e su

bsid

iarie

s

Defic

it fro

m

the

chan

ges

in th

e ow

nersh

ip

inte

rest

s in

su

bsidi

aries

Tota

l oth

erco

mpo

nent

s of

shar

ehol

ders

’eq

uity

Tota

l equ

ityat

tribu

tabl

e to

shar

ehold

ers o

fth

e Co

mpa

ny S

tatu

tory

rese

rve

Una

ppro

pria

ted

Balanc

e - as

at 1

Jan

uary 2

011

4,726

,344

,720

(20

,573

,149

) 6

6 2

06,100

,000

2,26

4,48

7,59

3 (3

,548

,690

) -

7,476

,716

-

(5,856

,198

) (1

,928

,172

) 7

,174

,431

,058

- 7

,174

,431

,058

Additio

nal o

rdinar

y sh

ares

as a re

sult

of w

arra

nt exe

rcise

d (N

ote 28

) 1

11,600

(1

11,414

) (1

86)

-

-

-

-

-

-

-

-

-

-

-

Share su

bscript

ions rece

ived in

adva

nce

-

-

120

-

-

-

-

-

-

-

-

120

-

120

Increa

se in

non

-con

trollin

g intere

sts

of th

e su

bsidiary (N

ote 13

) -

-

-

-

-

-

-

- (4

6,09

1,94

5) -

(46,09

1,94

5) (4

6,09

1,94

5) 4

4,48

6,37

2 (1

,605

,573

)

Decrea

se in

Uns

ubordin

ated

conv

ertib

le

debe

ntur

es-e

quity

com

pone

nt

(N

ote 14

) -

-

-

-

-

-

-

(7,476

,716

) -

-

(7,476

,716

) (7

,476

,716

) -

(7,476

,716

)

Divid

end pa

id (N

ote 35

) -

-

-

-

(259

,915

,006

) -

-

-

-

-

-

(259

,915

,006

) -

(259

,915

,006

)

Total c

ompr

ehen

sive inco

me for

th

e ye

ar -

-

-

-

488

,129

,353

(3

,743

,300

) -

-

-

-

(3,743

,300

) 4

84,386

,053

(1

30,048

) 4

84,256

,005

Unap

prop

riated re

tained

ear

ning

s

tr

ansfer

red to statutory re

serve

-

-

-

17,00

0,00

0 (1

7,00

0,00

0) -

-

-

-

-

-

-

-

-

Balanc

e - as

at 3

1 De

cembe

r 201

1 4

,726

,456

,320

(20,68

4,56

3) -

223

,100

,000

2,47

5,70

1,94

0 (7

,291

,990

) -

- (4

6,09

1,94

5) (5

,856

,198

) (5

9,24

0,13

3) 7

,345

,333

,564

4

4,35

6,32

4 7,389

,689

,888

133

(Uni

t: Ba

ht)

Cons

olid

ated

fina

ncia

l sta

tem

ents

Equi

ty a

ttrib

utab

le to

the

pare

nt’s

sha

reho

lder

s

Othe

r com

pone

nts

of e

quity

Othe

r co

mpr

ehen

sive

inco

me

Equi

ty a

ttrib

utab

leto

non

-con

tro

lling

inte

rest

s of

the

subs

idia

ries

Tot

alsh

areh

olde

rs’

equi

ty

Issu

ed a

nd

fully

pai

d sh

are

capi

tal

Sha

re d

isco

unt

Shar

e su

bscr

iptio

ns

rece

ived

in ad

vanc

e

Reta

ined

ear

ning

s

Def

icit

on

chan

ges

in v

alue

of

avai

labl

e-fo

r-sa

lein

vest

men

ts

Exch

ange

di

ffere

nces

on tr

ansl

atio

n of

finan

cial

st

atem

ents

in fo

reig

n cu

rrenc

y

Uns

ubor

dina

ted

conv

ertib

lede

bent

ures

-eq

uity

com

pone

nt

Diff

eren

ce

resu

lting

fro

m s

hare

sw

apbe

twee

n th

e su

bsid

iarie

s

Defic

it fro

m

the

chan

ges

in th

e ow

nersh

ip

inte

rest

s in

su

bsidi

aries

Tota

l oth

erco

mpo

nent

s of

shar

ehol

ders

’eq

uity

Tota

l equ

ityat

tribu

tabl

e to

shar

ehold

ers o

fth

e Co

mpa

ny S

tatu

tory

rese

rve

Una

ppro

pria

ted

Balanc

e - as

at 1

Jan

uary 2

012

4,726

,456

,320

(20

,684

,563

) -

223

,100

,000

2,47

5,70

1,94

0 (7

,291

,990

) -

- (4

6,09

1,94

5) (5

,856

,198

) (5

9,24

0,13

3) 7

,345

,333

,564

4

4,35

6,32

4 7,389

,689

,888

Increa

se in

ord

inar

y sh

ares

(Note 28

) 7

87,730

,720

-

-

-

-

-

-

-

-

-

-

787

,730

,720

-

787

,730

,720

Additio

nal o

rdinar

y sh

ares

as a re

sult

of w

arra

nt exe

rcise

d (N

ote 28

) 1

26,860

,923

(52,83

9,93

2) -

-

-

-

-

-

-

-

-

74,02

0,99

1 -

74,02

0,99

1

Effect from

the ch

ange

in sha

reho

lding

in sub

sidiary (N

ote 13

) -

-

-

-

-

-

-

-

-

(2,920

,884

) (2

,920

,884

) (2

,920

,884

) 2

7,40

5,38

8 2

4,48

4,50

4

Increa

se in

non

-con

trollin

g intere

sts

fro

m purch

ase of

subs

idiary (

Note

13)

-

-

-

-

-

-

-

-

-

-

-

-

18,32

0,64

7 1

8,32

0,64

7

Increa

se in

exc

hang

e diffe

renc

es o

n

tr

ansla

tion of fina

ncial s

tatemen

ts

in

fore

ign cu

rrenc

y (N

ote 13

) -

-

-

-

-

- 1

7,10

7,30

5 -

-

-

17,10

7,30

5 1

7,10

7,30

5 1

7,10

7,30

5

Di

viden

d pa

id (N

ote 35

) -

-

-

-

(189

,054

,605

) -

-

-

-

-

-

(189

,054

,605

) -

(189

,054

,605

)

Total co

mpreh

ensiv

e inc

ome for

the ye

ar -

-

-

-

233

,814

,047

4

,519

,000

-

-

-

-

4,519

,000

2

38,333

,047

(55

,446

,775

) 1

82,886

,272

Una

ppro

priate

d re

tained

ear

ning

s tra

nsferre

d to statutory re

serve

-

-

-

18,50

0,00

0 (1

8,50

0,00

0) -

-

-

-

-

-

-

-

-

Balanc

e - as

at 3

1 De

cembe

r 201

2 5

,641

,047

,963

(73,52

4,49

5) -

241

,600

,000

2,50

1,96

1,38

2 (2

,772

,990

) 1

7,10

7,30

5 - (4

6,09

1,94

5) (8

,777

,082

) (4

0,53

4,71

2) 8

,270

,550

,138

3

4,63

5,58

4 8,305

,185

,722

Prop

erty

Per

fect

Pub

lic C

ompa

ny L

imite

d an

d its

sub

sidi

arie

s Fo

r the

yea

r end

ed 3

1 D

ecem

ber 2

012

Stat

emen

t of c

hang

es in

shar

ehol

ders

’equ

ity (c

ontin

ued)

The

acco

mpa

nying

notes ar

e an

integr

al p

art o

f the

fina

ncial s

tatemen

ts.

134

ANNUAL REPORT2012


(Uni

t: Ba

ht)

Sepa

rate

fina

ncia

l sta

tem

ents

Othe

r com

pone

nts

of e

quity

Othe

r co

mpr

ehen

sive

inco

me

Issu

ed a

nd

fully

pai

dsh

are

capi

tal

Sha

re

disc

ount

Shar

e su

bscr

iptio

nsre

ceiv

edin

adv

ance

Ret

aine

d ea

rnin

gs

Def

icit

on c

hang

esin

val

ue o

fav

aila

ble-

for-

sale

inve

stm

ents

Tot

al o

ther

com

pone

nts

ofsh

areh

olde

rs’

equi

ty

Tot

alsh

areh

olde

rs’

equi

ty S

tatu

tory

rese

rve

Unap

prop

riate

d

Balanc

e - as

at 1

Jan

uary 2

011

4,726

,344

,720

(2

0,57

3,14

9) 6

6 2

06,100

,000

1

,858

,963

,385

(3

,548

,690

) (3

,548

,690

) 6

,767

,286

,332

Additio

nal o

rdinar

y sh

ares

as a re

sult

of w

arra

nt exe

rcise

d (N

ote 28

)

111

,600

(1

11,414

) (1

86)

-

-

-

-

-

Shar

e su

bscriptio

ns re

ceive

d in adv

ance

-

-

120

-

-

-

-

120

Divid

end pa

id (N

ote 35

) -

-

-

-

(259

,915

,006

) -

-

(259

,915

,006

)

Total c

ompr

ehen

sive inco

me for t

he yea

r -

-

-

-

330

,739

,074

(3

,743

,300

) (3

,743

,300

) 3

26,995

,774

Unap

prop

riated re

tained

ear

ning

s tra

nsferre

d

to statutory re

serve

-

-

-

17,00

0,00

0 (1

7,00

0,00

0) -

-

-

Balanc

e - as

at 3

1 De

cembe

r 201

1 4

,726

,456

,320

(2

0,68

4,56

3) -

223

,100

,000

1

,912

,787

,453

(7

,291

,990

) (7

,291

,990

) 6

,834

,367

,220

Balanc

e - as

at 1

Jan

uary 2

012

4,726

,456

,320

(2

0,68

4,56

3) -

223

,100

,000

1

,912

,787

,453

(7

,291

,990

) (7

,291

,990

) 6

,834

,367

,220

Increa

se in

ord

inar

y sh

ares

(Note 28

) 7

87,730

,720

-

-

-

-

-

-

787

,730

,720

Additio

nal o

rdinar

y sh

ares

as a re

sult

of w

arra

nt exe

rcise

d (N

ote 28

)

126

,860

,923

(5

2,83

9,93

2) -

-

-

-

-

74,02

0,99

1

Divid

end pa

id (N

ote 35

) -

-

-

-

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) -

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(189

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)

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r -

-

-

-

365

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4

,519

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4

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to statutory re

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-

-

18,50

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8,50

0,00

0) -

-

-

Balanc

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at 3

1 De

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2 5

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,963

(7

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4,49

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241

,600

,000

2

,070

,899

,803

(2

,772

,990

) (2

,772

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) 7

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,250

,281

Prop

erty

Per

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Stat

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shar

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’equ

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The

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notes ar

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f the

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ts.

135

1. General informationProperty Perfect Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand.

The Company is principally engaged in the property development and hotel operation. The registered office of the Company is at 100/1 Vorasombat Building, 17th Floor, Rama 9 Road, Huaykwang, Bangkok.

2. Basis of preparation

2.1 The financial statements have been prepared in accordance with accounting standards enunciated under the Accounting Professions Act B.E. 2547 and their presentation has been made in compliance with the stipulations of the Notification of the Department of Business Development dated 28 September 2012, issued under the Accounting Act B.E. 2543.

The financial statements in Thai language are the official statutory financial statements of the Company. The financial statements in English language have been translated from the Thai language financial statements.

The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accounting policies.

2.2 Basis of consolidation

a) The consolidated financial statements include the financial statements of the Company (“the Company”) and the following subsidiary companies (“the subsidiaries”):

Company’s name Nature of businessCountry of

incorporationPercentage ofshareholding2012 2011% %

Subsidiaries directly owned by the Company

Estate Perfect Company Limited Property development Thailand 100.00 100.00

Perfect Sport Club Company Limited Clubhouse management Thailand 100.00 100.00

Bright Development Bangkok Company Limited Property development Thailand 100.00 100.00

Residence Number Nine Company Limited Property development Thailand 100.00 100.00

U&I Construction Bangkok Company Limited Construction service Thailand 100.00 100.00

Perfect Prefab Company Limited Producing and assembling prefabricated building system

Thailand 51.00 51.00

Uniloft Service (Thailand) Company Limited Apartment service Thailand 99.70 99.70

We Retail Public Company Limited Property development, shopping mall and commercial areas


Property Perfect International Pte Ltd. Holding company Singapore 100.00 -

Subsidiaries indirectly owned by the Company

Centrepoint Shopping Mall Company Limited Property development, shopping mall and commercial areas


Share Group Co., Ltd. Hotel operations Japan 69.01 -

Kabushiki Kaisha Kiroro Associates Co., Ltd. Hotel management Japan 69.01 -


Notes to consolidated financial

136

ANNUAL REPORT2012


b) Subsidiaries are fully consolidated as from the date of acquisition, being the date on which the Company

obtains control, and continue to be consolidated until the date when such control ceases.

c) The financial statements of the subsidiaries are prepared using the same significant accounting policies as

the Company.

d) The assets and liabilities in the financial statements of overseas subsidiary companies are translated to Baht

using the exchange rate prevailing on the end of reporting period, and revenues and expenses translated

using monthly average exchange rates. The resulting differences are shown under the caption of “Exchange

differences on translation of financial statements in foreign currency” in the statements of changes in

shareholders’ equity.

e) Material balances and transactions between the Company and its subsidiaries have been eliminated from

the consolidated financial statements.

f) Non-controlling interests represent the portion of profit or loss and net assets of the subsidiaries that are not

held by the Company and are presented separately in the consolidated profit or loss and within equity in the

consolidated statement of financial position.

g) On 25 February 2011, a meeting of the Company’s Board of Directors passed a resolution to approve the

establishment of U&I Construction Bangkok Company Limited, to engage in the provision of construction

service. Such company has a registered share capital of Baht 100 million (1 million ordinary shares with a

par value of Baht 100 each), 50% paid up and the Company held a 100% interest. This company was

established on 5 April 2011.

h) On 12 May 2011, a meeting of the Company’s Board of Directors passed a resolution to approve the

establishment of Perfect Prefab Company Limited to engage in producing and assembling prefabricated

building system. Such company has a registered share capital of Baht 10 million (1 million ordinary shares

with a par value of Baht 10 each), 25% paid up and the Company held a 51% interest. This company was

established on 16 June 2011.

i) On 26 July 2011, a meeting of the Company’s Board of Directors passed a resolution to ratify the establishment

of Uniloft Service (Thailand) Company Limited to engage in apartment service. Such company has a

registered share capital of Baht 100,000 (1,000 ordinary shares with a par value of Baht 100 each), 100%

paid up and the Company held a 100% interest. This company was established on 21 July 2011.

j) On 29 September 2011, a meeting of the Company’s Board of Directors passed a resolution to approve

subscription to no more than 363,818,182 newly issued ordinary shares of We Retail Public Company

Limited (“We Retail”) (formerly known as “Daidomon Group Public Company Limited”), equal to 88.06% of

the total shares sold, at Baht 1.10 per share, and to approve the sale of all 5,000,000 ordinary shares in

Centrepoint Shopping Mall Company Limited (“Centrepoint”) held by the Company, or 100% of the total

shares of that company. The Company will receive payment for ordinary shares in We Retail through the

transfer of the newly issued ordinary shares of We Retail.

On 16 December 2011, the Company completed the above transactions and as a result is the major

shareholder of We Retail, with a controlling interest of 88.06%. Therefore, the Company included the

financial statements of We Retail Public Company Limited in its consolidated financial statements as from16

December 2011 onwards.

On 9 February 2012, the Company acquired 93,842 ordinary shares of We Retail from outside shareholders,

137

increasing its shareholders in that company from 88.06% to 88.08%

In July 2012, the Company invested Baht 400.3 million in additional ordinary shares of We Retail in proportion to its existing shareholding and non-controlling interests invested Baht 24.5 million in additional ordinary shares of We Retail. However, some of non-controlling interests have not invested the additional shares in proportion to their existing shareholdings. As a result, the Company’s shareholding in this company increased from 88.08% to 91.05%

k) On 29 September 2011, a meeting of the Company’s Board of Directors passed a resolution to approve the sale of all 5,000,000 ordinary shares that the Company held in Centrepoint, or 100% of that company (Centrepoint had paid-up share capital amounting to Baht 400,200,000 including shares paid-up in October 2011) to We Retail. The Company will receive payment through the transfer of the newly issued ordinary shares of We Retail. As a result, the Company’s shareholding indirectly held through We Retail decreased to 88.06% as at 31 December 2011.

In accordance with the Company acquiring ordinary shares of We Retail, and the Company and non-controlling interests investing in additional ordinary shares of We Retail, resulting in the Company’s shareholding in We Retail increasing from 88.06% to 91.05%. As a result, the Company’s shareholding in Centrepoint, indirectly held through We Retail, also increased from 88.06% to 91.05% as at 31 December 2012.

I) On 14 August 2012, a meeting of the Company’s Board of Directors passed a resolution to ratify the establishment of a subsidiary, Property Perfect International Pte. Ltd. (“PPI”) in Singapore, to operate as a holding company. Such company is to have a paid up share capital of SGD 1 (1 ordinary share with a par value of SGD 1 each), with the Company holding a 100% interest. The subsidiary was established on 12 July 2012.

m) On 27 August 2012, a meeting of the Company’s Board of Directors passed a resolution to acquire 11,400 ordinary shares of SG, incorporated in Japan, to manage the property development and hotel operations in Japan. The Company will have 69.01% of shareholding in Share Group Co., Ltd. (“SG”). In addition, the meeting of the Company’s Board of Directors passed a resolution to approve SG acquiring all of 610 ordinary shares from the existing shareholders of Kabushiki Kaisha Kiroro Associates Co., Ltd.. The details are discussed in Note 13 to the financial statements.

2.3 The separate financial statements, which present investments in subsidiaries and associate under the cost method, have been prepared solely for the benefit of the public.

3. New accounting standards not yet effectiveThe Federation of Accounting Professions issued the following new/revised accounting standards that are effective for fiscal

years beginning on or after 1 January 2013.

Accounting standards

TAS 12 Income Taxes

TAS 20 (revised 2009) Accounting for Government Grants and Disclosure of Government Assistance

TAS 21 (revised 2009) The Effects of Changes in Foreign Exchange Rates

Financial Reporting Standard

TFRS 8 Operating Segments

Accounting Standard Interpretations:

SIC 10 Government Assistance - No Specific Relation to Operating Activities

SIC 21 Income Taxes - Recovery of Revalued Non-Depreciable Assets

SIC 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders

138

ANNUAL REPORT2012


The Company’s management believes that these accounting standards will not have any significant impact on the

financial statements for the year when they are initially applied, except for the following accounting standard

TAS 12 Income Taxes

This accounting standard requires an entity to identify temporary differences, which are differences between the carrying

amount of an asset or liability in the accounting records and its tax base, and to recognize deferred tax assets and liabilities

under the stipulated guidelines. The management of the Company expects the adoption of this accounting standard to have the

effect of increasing the Company and its subsidiaries’ brought-forward retained earnings and other components of shareholders’

equity of the year 2013 by approximately Baht 328.0 million (the Company only: approximately Bath 164.5 million).

In addition, the Federation of Accounting Professions has issued Notification No. 30/2555 - 34/2555, published in the Royal

Gazette on 17 January 2013, mandating the use of accounting treatment guidance and accounting standard interpretations as follows

Effective dateAccounting Treatment Guidance for Transfers of Financial Assets 1 January 2013

Accounting Standard Interpretation

SIC 29 Service Concession Arrangements: Disclosures 1 January 2014

Financial Reporting Standard Interpretations

TFRIC 4 Determining whether an Arrangement contains a Lease1 January 2014

TFRIC 12 Service Concession Arrangements 1 January 2014

TFRIC 13 Customer Loyalty Programmes 1 January 2014

The management of the Company has assessed the effect of these standards and believes that Accounting Treatment Guidance

for Transfers of Financial Assets, SIC 29, TFRIC 4 and TFRIC 12 are not relevant to the business of the Company. Management is

still evaluating the first-year impact to the financial statements of the adoption of TFRIC 13 and has yet to reach a conclusion.

4. Significant accounting policies

4.1 Revenue recognition

Revenues from sales of land and houses/residential condominium units/land Revenues from sales of land and houses/residential condominium units/land are recognised as revenues when the ownership has been transferred to the buyer.

Revenue from hotel operations Revenue from hotel operations mainly comprises room sales, food and beverage sales and revenue from auxiliary activities.

Sales are the invoiced value, excluding value added tax, of goods supplied and services rendered after deducting discounts.

Interest income Interest income is recognised on an accrual basis based on the effective interest rate.

Dividends

Dividends are recognised when the right to receive the dividends is established.

4.2 Cost of sales of land and houses/residential condominium units/land In determining the cost of sales of land and houses/residential condominium units/land, the anticipated total

development costs (after recognising the costs incurred to date) are attributed to units already sold on the basis of the salable area and then recognised as costs in profit or loss.

139

4.3 Cash and cash equivalents Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with an original

maturity of three months or less and not subject to withdrawal restrictions.

4.4 Trade accounts receivable Trade accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is provided for

the estimated losses that may be incurred in collection of receivables. The allowance is generally based on

collection experiences and analysis of debt aging.

4.5 InventoriesInventories are valued at the lower of cost (first-in, first-out method) and net realisable value.

4.6 Project development costs

Project development costs are valued at the lower of cost and net realisable value.

Project development costs consist of the costs of land, land development, construction, land lease and related interest.

4.7 Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily

takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of

the respective assets. All other borrowing costs are expensed in the period they are incurred. Borrowing costs

consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

4.8 Advances for purchases of land Advances for purchases of land will be recognised as part of land costs when the title to the related land is

transferred to the Company.

4.9 Property, plant and equipment and depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and allowance for loss on

impairment of assets (if any).

Depreciation of plant and equipment is calculated by reference to their costs on the straight-line basis over the

estimated useful lives

Office buildings and clubhouses 10 and 20 years

Hotel buildings 5 to 41 years

Hotel building improvements 2 to 30 years

Furniture and equipment 5 years

Tools and equipment 5 years

Motor vehicles 5 years

Others 5 years

Depreciation is included in determining income.

No depreciation has been provided on land and construction in progress.

140

ANNUAL REPORT2012


An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from

its use or disposal. Any gain or loss arising on disposal of an asset is included in profit or loss when the asset is derecognised.

4.10 Leasehold rights and amortisation Leasehold right is stated at cost less accumulated amortization and allowance for loss on impairment of assets (if any).

Amortisation of leasehold right is calculated by reference to its cost on a straight-line basis over the leasehold period.

Amortisation is included in determining income and is capitalised as part of project costs for leasehold rights of

project under development.

4.11 Investmentsa) Investments in securities held for trading are stated at fair value. Changes in the fair value of these securities

are recorded in profit or loss.

b) Investments in available-for-sale securities are stated at fair value. Changes in the fair value of these securities

are recorded in comprehensive income, and will be recorded in profit or loss when the securities are sold.

c) Investments in non-marketable equity securities, which the Company classified as other investments, are

stated at cost net of allowance for loss on impairment (if any).

d) Investment in associate is accounted for in the consolidated financial statements using the equity method.

e) Investments in subsidiaries and associate are accounted for in the separate financial statements using the cost method.

The fair value of marketable securities is based on the latest bid price of the last working day of the year. The fair

value of unit trusts is determined from their net asset value.

The weighted average method is used for computation of the cost of investments.

In the event the Company reclassifies investments from one type to another, such investments will be readjusted

to their fair value as at the reclassification date. The difference between the carrying amount of the investments

and the fair value on the date of reclassification are recorded in profit or loss or recorded as other components of

shareholders’ equity, depending on the type of investment that is reclassified.

On disposal of an investment, the difference between net disposal proceeds and the carrying amount of the investment

is recognised in profit or loss.

4.12 Goodwill Goodwill is initially recorded at cost, which equals to the excess of cost of business combination over the fair

value of the net assets acquired. If the fair value of the net assets acquired exceeds the cost of business

combination, the excess is immediately recognised as gain in profit or loss.

4.13 Related party transactions Related parties comprise enterprises and individuals that control, or are controlled by, the Company, whether

directly or indirectly, or which are under common control with the Company.

They also include associate and individuals which directly or indirectly own a voting interest in the Company that

gives them significant influence over the Company, key management personnel, directors and officers with

authority in the planning and direction of the Company’s operations.

141

4.14 Long-term leases

Leases of property, plant or equipment which transfer substantially all the risks and rewards of ownership are

classified as finance leases. Finance leases are capitalised at the lower of the fair value of the leased assets and

the present value of the minimum lease payments. The outstanding rental obligations, net of finance charges, are

included in long-term payables, while the interest element is charged to profit or loss over the lease period. The

assets acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease

period.

Leases of property, plant or equipment which do not transfer substantially all the risks and rewards of ownership

are classified as operating leases. Operating lease payments are recognised as an expense in profit or loss on a

straight line basis over the lease term.

4.15 Foreign currencies

Transactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of the

transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Baht at the

exchange rate ruling at the end of reporting period.

Gains and losses on exchange are included in determining income.

4.16 Impairment of assets At the end of each reporting period, the Company performs impairment reviews in respect of the property, plant

and equipment whenever events or changes in circumstances indicate that an asset may be impaired. An

impairment loss is recognised when the recoverable amount of an asset, which is the higher of the asset’s fair

value less costs to sell and its value in use, is less than the carrying amount. In determining value in use, the

estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current

market assessments of the time value of money and the risks specific to the asset. In determining value in use,

the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects

current market assessments of the time value of money and the risks specific to the asset. In determining fair

value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by a

valuation model that, based on information available, reflects the amount that the Company could obtain from the

disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the

costs of disposal.

An impairment loss is recognised in profit or loss.

In the assessment of asset impairment if there is any indication that previously recognised impairment losses may no

longer exist or may have decreased, the Company estimates the asset’s recoverable amount. A previously recognised

impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s

recoverable amount since the last impairment loss was recognised. The increased carrying amount of the asset

attributable to a reversal of an impairment loss shall not exceed the carrying amount that would have been determined

had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless

the asset is carried at a revalued amount, in which case the reversal, which exceeds the carrying amount that would

have been determined, is treated as a revaluation increase.

142

ANNUAL REPORT2012


4.17 Employee benefits Short-term employee benefits

Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred.

Post-employment benefits

Defined benefit plans

The Company and its employees have jointly established a provident fund. The fund is monthly contributed by

employees and by the Company. The fund’s assets are held in a separate trust fund and the Company’s

contributions are recognised as expenses when incurred.

Defined benefit plans

The Company has obligations in respect of the severance payments it must make to employees upon retirement

under labor law. The Company treats these severance payment obligations as a defined benefit plan.

The obligation under the defined benefit plan is determined by a professionally qualified independent actuary and the

overseas subsidiary’s management based on actuarial techniques, using the projected unit credit method.

Actuarial gains and losses arising from post-employment benefits are recognised as income or expenses when

the net cumulative unrecognised actuarial gains and losses at the end of the previous reporting period exceed

10% of the defined benefit obligation at that date. These gains or losses are recognised over the expected

average remaining working lives of the employees participating in the plan.

For the first-time adoption of TAS 19 Employee Benefits in 2011, the Company elected to recognise the transitional

liability, which exceeds the liability that would have been recognised at the same date under the previous accounting

policy as an expense on a straight-line basis over up to five years from the date of adoption.

4.18 Provisions Provisions are recognised when the Company has a present obligation as a result of a past event, they are

probable that outflow of resources embodying economic benefits will be required to settle the obligation, and

reliable estimate can be made of the amount of the obligation.

4.19 Income Tax Income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on

taxable profits determined in accordance with tax legislation.

5. Significant accounting judgments and estimatesThe preparation of financial statements in conformity with financial reporting standards at times requires management

to make subjective judgements and estimates regarding matters that are inherently uncertain. These judgements and

estimates affect reported amounts and disclosures; and actual results could differ from these estimates. Significant

judgements and estimates are as follows.

Leases

In determining whether a lease is to be classified as an operating lease or finance lease, the management is required

to use judgment regarding whether significant risk and rewards of ownership of the leased asset has been transferred,

taking into consideration terms and conditions of the arrangement.

143

Allowance for doubtful accounts

In determining an allowance for doubtful accounts, the management needs to make judgment and estimates based upon,

among other things, past collection history, aging profile of outstanding debts and the prevailing economic condition.

Fair value of financial instruments

In determining the fair value of financial instruments that are not actively traded and for which quoted market prices

are not readily available, the management exercise judgment, using a variety of valuation techniques and models. The input

to these models is taken from observable markets, and includes consideration of liquidity, correlation and longer-term

volatility of financial instruments.

Impairment of equity investments

The Company treats available-for-sale investments and other 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 judgement of the management.

Property plant and equipment/Depreciation

In determining depreciation of plant and equipment, the management is required to make estimates of the useful lives

and residual values of the Company’s plant and equipment and to review estimate useful lives and residual values when

there are any changes.

In addition, the management is required to review property, plant and equipment for impairment on a periodical basis and

record impairment losses in the period when it is determined that their recoverable amount is lower than the carrying amount.

This requires judgments regarding forecast of future revenues and expenses relating to the assets subject to the review.

Project development costs estimation

In recognising revenue from real estate sales, the Company needs to estimate all project development costs, including

land costs, land improvement costs, design costs, construction costs, and borrowing costs for construction. The

management estimates these costs based on their business experience and revisit the estimation on a periodical basis or

when the actual costs incurred significantly vary from the estimation.

Post-employment benefits under defined benefit plans

The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made

based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate.

Provision for loss arising from minimum revenue guarantee

In recording provision for loss arising from minimum revenue guarantees, the management estimates the cost of the

expenses expected to be incurred as a result of providing minimum revenue guarantees based on the present value of the

cash flows to be paid to the Fund, calculated on the basis of assumptions that are appropriate to the current operating results

and circumstances of the Fund. The estimate is reviewed whenever circumstances changes.

Litigations

The Company and its subsidiary have contingent liabilities as a result of litigations. The Company’s and its subsidiary’s

management has used judgement to assess the results of the litigations and believes that no loss will result. Therefore no

contingent liabilities are recorded as at the end of reporting period.

144

ANNUAL REPORT2012


6. Related party transactionsDuring the years, the Company and its subsidiaries had significant business transactions with related parties. Such

transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial

terms and bases agreed upon between the Company and those related parties.

(Unit: Million Baht)

Consolidatedfinancial statements

Separatefinancial statements

2012 2011 2012 2011 Transfer pricing policy

Transactions with subsidiaries

(Eliminated from the consolidated

financial statements)

Revenues from sales of land and house - - - 2 By agreement

Interest income - - 133 74 1.00% - 7.38% per annum

Purchase of land - - 9 - By agreement

Clubhouse management expenses - - 15 14 By agreement

Transaction with associate

Purchase of land - 122 - 122 By agreement

Transaction with related company

Cost of construction of houses 79 110 38 69 By agreement

As at 31 December 2012 and 2011, the balances of the accounts between the Company and those related companies are as follows:

(Unit: Thousand Baht)Consolidated



2012 2011 2012 2011

Other receivables - related parties (Note 8)

Advance - subsidiary - - 9,378 1,500

Interest receivable - subsidiaries - - 42,901 74,289

Total other receivables - related parties - - 52,279 75,789

Advances to contractor - related party

Related company (related by mutual shareholders) 14,546 18,117 14,538 17,519

Total advances to contractor - related party 14,546 18,117 14,538 17,519

Trade and other payables - related parties (Note 20)

Subsidiary - - 2,546 1,251

Related companies (related by mutual shareholders) 5,734 15,122 3,598 9,358

Total and other payables - related parties 5,734 15,122 6,144 10,609

145

Loans to related parties

As at 31 December 2012 and 2011, the balance of loans between the Company and those related companies and the

movement are as follows:

(Unit: Thousand Baht)

Related by


Loans to related parties

Balance as at31 December

2011

Increase during

the year

Decreaseduring

the year

Balance as at31 December

2012

Estate Perfect Co., Ltd. Subsidiary 945,977 630,000 (474,400) 1,101,577

Bright Development Bangkok Co., Ltd. Subsidiary 855,146 785,000 (433,435) 1,206,711

Residence Number Nine Co., Ltd. Subsidiary - 192,000 (47,581) 144,419

Perfect Prefab Co., Ltd. Subsidiary - 40,000 - 40,000

We Retail Public Company Limited Subsidiary - 30,000 - 30,000

Property Perfect International Pte. Ltd. Subsidiary - 737,665 - 737,665

Total 1,801,123 2,414,665 (955,416) 3,260,372

Directors’ and management’s benefits

During the years ended 31 December 2012 and 2011, the Company and its subsidiaries had employee benefit

expenses payable to their directors and management as below.

(Unit: Million Baht)Consolidated



2012 2011 2012 2011

Short-term employee benefits 69.9 56.3 51.1 44.0

Post-employment benefits 7.0 6.4 4.9 4.3

Total 76.9 62.7 56.0 48.3

Guarantee obligations with related parties

The Company has outstanding guarantee obligations with its related parties, as described in Note 36.5 a) to the financial statements.

7. Cash and cash equivalents(Unit: Thousand Baht)



2012 2011 2012 2011

Cash 5,743 2,556 2,744 1,613

Bank deposits 954,519 682,243 544,899 400,112

Bill of exchange - 450,000 - 450,000

Total 960,262 1,134,799 547,643 851,725

As at 31 December 2012, bank deposits in saving accounts, fixed deposits and bill of exchange carried interests between

0.00 and 0.875% per annum (2011: between 0.25 and 3.00% per annum).

146

ANNUAL REPORT2012


8. Trade and other receivables/Deposits and cash received in advanceTrade receivable balances as at 31 December 2012 and 2011 are detailed below.

Real estate business(Unit: Thousand Baht)



2012 2011 2012 2011

Total value of contracts signed 86,354,890 73,122,867 70,262,099 63,681,714

Percentage of total project sale value 60.50 64.99 72.62 72.48

Installments due 78,755,165 69,801,004 68,387,072 62,177,548

Less: Cash received (78,732,657) (69,782,962) (68,364,564) (62,159,506)

Installments receivable 22,508 18,042 22,508 18,042

Less: Allowance for doubtful debts (200) (9,593) (200) (9,593)

Accounts receivable at transfer date, net 22,308 8,449 22,308 8,449

Deposits and cash received in advance as at 31 December 2012 and 2011 are detailed below.(Unit: Thousand Baht)



2012 2011 2012 2011

Installments due 78,755,165 69,801,004 68,387,072 62,177,548

Less: Accumulated sale recognition (78,450,048) (69,632,058) (68,338,152) (62,106,908)

Deposits and cash received in advance 305,117 168,946 48,920 70,640

As at 31 December 2012 and 2011, trade and other receivables were classified by aging as follows.(Unit: Thousand Baht)



2012 2011 2012 2011

Trade receivables - real estate business

Aged on the basis of due dates

Not yet due

Past due

Up to 3 months 14,575 979 14,575 979

3 - 6 months - - - -

6 - 12 months 7,733 470 7,733 470

Over 12 months 200 16,593 200 16,593

Total 22,508 18,042 22,508 18,042

Less: Allowance for doubtful debts (200) (9,593) (200) (9,593)

147




2012 2011 2012 2011

Trade receivable - real estate business, net 22,308 8,449 22,308 8,449

Trade receivables - hotel business

Aged on the basis of due dates

Not yet due

Past due

Up to 3 months 118,560 - - -

3 - 6 months - - - -

6 - 12 months - - - -

Over 12 months - - - -

Total 118,560 - - -

Trade receivable - hotel business 118,560 - - -

Trade receivable, net 140,868 8,449 22,308 8,449

Other receivables

Advance - related party - - 9,378 1,500

Interest receivable - related party - - 42,901 74,289

Interest receivable - 2,293 - 2,293

Other receivables 4,338 9,915 - -

Total other receivables 4,338 12,208 52,279 78,082

Trade and other receivables, net 145,206 20,657 74,587 86,531

9. Account receivable - land

Accounts receivable - land consist of the following:

a) An account receivable from the sale of land to a university. The Company has already transferred ownership of

the land to such university in June 2012. The Company deposited cash amounting Baht 100 million to that

university as a guarantee of road and utility construction in accordance with details in the agreement. As at 31

December 2012, the Company had the outstanding balance of the account receivable of Baht 15.5 million (2011:

Baht 15.5 million). The Company is pursuing collection of the debtor.

b) An account receivable from the sale of land to another university. As at 31 December 2012, the Company had

no outstanding balance of the account receivable (2011: Baht 31.0 million).

148

ANNUAL REPORT2012


10. Inventories

(Unit: Thousand Baht)Consolidated financial statements

CostReduce cost to net

realisable value Inventories - net

2012 2011 2012 2011 2012 2011

Food and beverage 48,692 - (41,658) - 7,034 -

Other goods and supplies 35,991 - (11,443) - 24,548 -

Total 84,683 - (53,101) - 31,582 -

11. Project development costs




2012 2011 2012 2011

Land and construction developed 3,388,488 2,956,676 2,324,261 2,051,036

Land and construction under development 10,047,890 10,059,622 4,610,295 6,398,953

Total 13,436,378 13,016,298 6,934,556 8,449,989

Less: Reduce cost to net realisable value (46,488) (47,570) (45,813) (46,686)

Net 13,389,890 12,968,728 6,888,743 8,403,303

The Company’s and its subsidiaries’ project land and construction thereon with a net book value of Baht 10,152.1

million as at 31 December 2012 (2011: Baht 9,685.2 million), have been mortgaged with financial institutions as collateral

for credit facilities, guarantees and debentures.

During the year ended 31 December 2012, the Company and its subsidiaries included borrowing costs of Baht 390.9

million as cost of “Project development costs” (Separate financial statements: Baht 249.4 million) (2011: Baht 312.2 million

(Separate financial statements: Baht 197.7 million)). Interest is charged at rate of 5.50% - 7.75% per annum (2011: 4.55%

- 7.63% per annum).

12. Restricted deposits These represent fixed deposits pledged with the banks to secure credit facilities.

149

13. Investments in subsidiaries Details of investments in subsidiaries as presented in separate financial statements are as follows:


Company’s name Paid-up capitalShareholding percentage Cost

2012 2011 2012 2011 2012 2011

% %

Estate Perfect Company Limited 1,200,000 1,200,000 100.00 100.00 738,459 738,459

Perfect Sport Club Company Limited 5,000 5,000 100.00 100.00 5,000 5,000

Bright Development Bangkok Company Limited 1,000,000 1,000,000 100.00 100.00 999,999 999,999

Residence Number Nine Company Limited 1,000,000 1,000,000 100.00 100.00 507,000 507,000

U&I Construction Bangkok Company Limited 100,000 50,000 100.00 100.00 100,000 50,000

Perfect Prefab Company Limited 2,500 2,500 51.00 51.00 1,275 1,275

Uniloft Service (Thailand) Company Limited 100 100 99.70 99.70 100 100

We Retail Public Company Limited 3,996,628 2,065,775 91.05 88.06 800,610 400,200

Property Prefect International Pte. Ltd. - - 100.00 - - -

Total 3,152,443 2,702,033

Perfect Sport Club Company LimitedOn 29 September 2011, a meeting of the Company’s Board of Directors passed a resolution to approve an increase in the

registered share capital of Perfect Sport Club Company Limited, from Baht 1 million (10,000 ordinary shares with a par value of Baht 100 each) to Baht 5 million (50,000 ordinary shares with a par value of Baht 100 each) by offering the additional shares to the current shareholders in proportion to their existing holdings (The Company paid up the additional share capital in October 2011).

Bright Development Bangkok Company Limited On 25 February 2011, a meeting of the Company’s Board of Directors passed a resolution to approve the increase in the

registered share capital of Bright Development Bangkok Company Limited from Baht 500 million (5 million ordinary shares with a par value of Baht 100 each) to Baht 1,000 million (10 million ordinary shares with a par value of Baht 100 each). The Company held all shares (The Company paid up the additional share capital in March 2011).

U&I Construction Bangkok Company Limited On 25 February 2011, meetings of the Company’s Board of Directors passed a resolution to approve the establishment

of a subsidiary, U&I Construction Bangkok Company Limited, to engage in the provision of construction service. Such company has a registered share capital of Baht 100 million (1 million ordinary shares with a par value of Baht 100 each), 100% paid up and the Company held a 100% interest. This company was established on 5 April 2011.

On 26 October 2012, U&I Construction Bangkok Company Limited called up the remaining uncalled portion of its share capital of Baht 50.0 million (999,997 ordinary shares with a value of Baht 50 each).

Perfect Prefab Company Limited On 12 May 2011, a meeting of the Company’s Board of Directors passed a resolution to approve the establishment of

Perfect Prefab Company Limited to engage in producing and assembling prefabricated building system. Such company has a registered share capital of Baht 10 million (1 million ordinary shares with a par value of Baht 10 each), 25% paid up and the Company held a 51% interest. This company was established on 16 June 2011.

150

ANNUAL REPORT2012


Uniloft Service (Thailand) Company LimitedOn 26 July 2011, a meeting of the Company’s Board of Directors passed a resolution to ratify the establishment of

Uniloft Service (Thailand) Company Limited to engage in apartment service. Such company has a registered share capital of Baht 100,000 (1,000 ordinary shares with a par value of Baht 100 each), 100% paid up and the Company held a 100% interest. This company was established on 21 July 2011.

We Retail Public Company Limited (Formerly known as “Daidomon Group Public Company Limited”)On 29 September 2011, a meeting of the Company’s Board of Directors passed the following significant resolutions.a) Approved subscription to no more than 363,818,182 newly issued ordinary shares of We Retail Public Company

Limited (“We Retail”), equal to 88.06% of the total shares sold, which are to be issued and offered to the Company on a private placement basis at Baht 1.10 per share. The meeting also approved the purchase of not more than 49,336,728 ordinary shares of We Retail from its existing shareholders through a mandatory tender offer. The mandatory tender offer will commence after increase in the paid-up capital through the issue of new ordinary shares to be offered to the Company has been registered with the Ministry of Commerce.

b) Approved the sale of all 5,000,000 ordinary shares in Centrepoint Shopping Mall Company Limited (“Centrepoint”) held by the Company, or 100% of the total shares of that company (Centrepoint has the paid-up share capital amounting to Baht 400,200,000 including shares paid-up in October 2011) to We Retail. The Company will receive payment for ordinary shares in Centrepoint through the transfer of the newly issued ordinary shares of We Retail, under the transaction described in a) above.

On 16 December 2011, the Company completed the above transactions and as a result is the major shareholder of We Retail, with a controlling interest of 88.06%. Therefore, the Company included the financial statements of We Retail Public Company Limited in its consolidated financial statements as from 16 December 2011 onwards.

The transaction is a reverse takeover. The Company treated the transaction as if, in order to maintain the shareholding structure of the combined entities at the same equity interest before the reverse acquisition, Centrepoint had to issue ordinary shares to exchange for ordinary shares of We Retail. The cost of the business combination is thus the fair value of Centrepoint’s number of equity interests, which was calculated by an independent financial advisor using the Adjusted Book Value Approach. The remaining balance of approximately Baht 46.1 million represented the consideration exceeds the fair value of the identifiable assets and liabilities of We Retail of approximately Baht 58.7 million, net of the non-controlling interest of Centrepoint of approximately Baht 12.6 million, presented as “Difference resulting from share swap between subsidiaries” in other components of shareholders’ equity.

Fair value of the identifiable assets and liabilities as at the acquisition date of investment in subsidiary can be summarised below.

(Unit: Thousand Baht)Cash and cash equivalents 36,826

Trade and other receivables 9,914

Other current assets 743

Other non-current assets 2,901

Trade and other payables (47,318)

Other current liabilities (3,749)

Other non-current liabilities (2,148)

Total net assets (2,831)

Less: Non-controlling interest of We Retail (338)

Total (2,493)

Non-controlling interest of Centrepoint (43,599)

Difference resulting from share swap between subsidiaries (46,092)

151

On 9 February 2012, the Company acquired 93,842 ordinary shares of We Retail from outside shareholders,

increasing its shareholders in that company from 88.06% to 88.08%.

In July 2012, the Company invested Baht 400.3 million in additional ordinary shares of We Retail in proportion to its

existing shareholding and non-controlling interests invested Baht 24.5 million in additional ordinary shares of We Retail.

However, some of non-controlling interests have not invested the additional shares in proportion to their existing

shareholdings. As a result, the Company’s shareholding in this company increased from 88.08% to 91.05%. The Company

recorded the effect of the change in the ownership interests in subsidiary in other components of equity.

The change in the ownership interests in subsidiary was detailed below.

(Unit: Thousand Baht)Non-controlling interests investing in additional ordinary shares of We Retail 24,485

Less: Non-controlling interests of subsidiary adjusted (27,406)

Deficit from the change in the ownership interests in subsidiary (2,921)

Centrepoint Shopping Mall Company LimitedOn 12 November 2009 and 22 January 2010, meetings of the Company’s Board of Directors passed the following

significant resolutions:

a) Approved the purchase of the remaining shares of Centrepoint Shopping Mall Company Limited (“Centrepoint”) held by a company, for a total consideration of Baht 400,000 (4,000 ordinary shares with a value of Baht 100 each). This increased the Company’s shareholding in Centrepoint from 59.99% to 100.00% as a result. (The Company purchased the shares in April 2010). The excess of the acquisition price over the attributable net book value of this subsidiary at acquisition date, amounting to Baht 5.9 million, was therefore recorded in shareholders’ equity under the caption of “Excess of investment in subsidiary arising as a result of additional purchase of investment in the subsidiary at a price higher than the net book value of the subsidiary at the acquisition date”.

b) Approved an increase in the registered share capital of Centrepoint, from Baht 1 million (10,000 ordinary shares with a par value of Baht 100 each) to Baht 500 million (5 million ordinary shares with a par value of Baht 100 each). The Company holds all shares and paid the called up portion (30%) of the additional share capital, amounting to Baht 149.7 million, in April 2010. Subsequently, the Company paid a further called up portion (30%) of the additional share capital, amounting to Baht 149.7 million, in September 2011 and an additional called up portion (20%) of the additional share capital, amounting to Baht 99.8 million, in October 2011.

On 29 September 2011, a meeting of the Company’s Board of Directors passed a resolution to approve the sale of all 5,000,000 ordinary shares that the Company held in Centrepoint, or 100% of that company (Centrepoint had paid-up share capital amounting to Baht 400,200,000 including shares paid-up in October 2011) to We Retail. The Company will receive payment through the transfer of the newly issued ordinary shares of We Retail. As a result, the Company’s shareholding indirectly held through We Retail decreased to 88.06% as at 31 December 2011.

In accordance with the Company acquiring ordinary shares of We Retail, and the Company and non-controlling interests investing in additional ordinary shares of We Retail, resulting in the Company’s shareholding in We Retail increasing from 88.06% to 91.05%. As a result, the Company’s shareholding in Centrepoint, indirectly held through We Retail, also increased from 88.06% to 91.05% as at 31 December 2012.

Property Perfect International Pte Ltd. (“PPI”)On 14 August 2012, a meeting of the Company’s Board of Directors passed a resolution to ratify the establishment of

a subsidiary, PPI in Singapore, to operate as a holding company. Such company is to have a paid up share capital of SGD 1 (1 ordinary share with a par value of SGD 1 each), with the Company holding a 100% interest. The subsidiary was established on 12 July 2012.

152

ANNUAL REPORT2012


Share Group Co., Ltd. (“SG”) and Kabushiki Kaisha Kiroro Associates Co., Ltd. (“KA”) (subsidiaries indirectly held by the Company)

On 27 August 2012, a meeting of the Company’s Board of Directors passed a resolution to acquire 11,400 ordinary

shares of SG, incorporated in Japan, to manage the property development and hotel operations in Japan. The Company

will have 69.01% of shareholding in SG. The details are as follows:

a) On 18 July 2012, PPI acquired the 4,100 ordinary shares at a price of Yen 6,022 each, for a total of Yen 24.7 million

b) On 8 August 2012, PPI acquired the 4,100 additional ordinary shares at a price of Yen 12,044 each, for a total of Yen

49.4 million.

c) On 7 November 2012, PPI acquired the 3,200 additional ordinary shares from the existing shareholders of SG, at a

price of Yen 9,033 each, for a total of Yen 28.9 million.

In addition, on 27 August 2012, a meeting of the Company’s Board of Directors passed a resolution to SG acquiring

all of ordinary shares and receiving claims on loans of KA and properties of Kiroro Resort. The Company and SG signed

the share and purchase agreement of ordinary shares, claims on loans and properties of Kiroro Resort, as detailed below.

a) All of 610 ordinary shares from the existing shareholders at a price of Yen 1 (100% shareholding)

b) Claims on loans to KA from the existing shareholders totaling Yen 1,450 million at a price of Yen 160 million

c) Kiroro resort’s properties, consisting of land, Hotel and equipment totaling Yen 1,040.0 million

The Company and SG completed this transaction on 4 October 2012.

In this regards, the Company has loans to SG through PPI to complete the transaction by Baht 549.8 million,

equivalent to Yen 1,377.0 million.

Fair value of the identifiable assets and liabilities as at the acquisition date and transaction completed date of

subsidiary can be summarised below.

(Unit: Thousand Yen)Cash and cash equivalents 356,782

Trade and other receivables 101,705

Inventories 55,951

Other current assets 63,580

Property, plant and equipment 1,901,323

Deferred tax assets (net of deferred tax liability of Yen 302,232 thousand) 34,727

Other non-current assets 12,085

Trade and other payables (783,317)

Other current liabilities (125,124)

Other non-current liabilities (96,153)

Total net assets 1,521,559

Less: Fair value of non-controlling interests (46,249)

1,475,310

Consideration transferred (1,377,047)

Gain on a bargain purchase 98,263

Consideration transferred 1,377,047

Less: Cash and cash equivalents (356,782)

Net cash paid for purchase of investment in subsidiaries(1) 1,020,265

153

(1) Equivalent to Baht 408.5 million

Gain on a bargain purchase of Yen 98 million, equivalent to Baht 39 million, was calculated from difference among the

aggregate of the consideration transferred to acquire the above assets and properties, the fair value of the acquirer’s

previously held equity interest in the acquiree and the net identifiable assets acquired of SG and KA as at the date the

control is obtained. The Company recorded the gain on a bargain purchase in the consolidated statement of comprehensive

income for the current year.

In this regards, the existing shareholders have taken into account for the taxes in Japan and transaction costs in setting the

selling price based on. In addition, the fair value of non-controlling interests represented values agreed by the existing

shareholders for this transaction.

The Company had transaction costs relating to business combination of Yen 63 million, equivalent to Baht 24 million and

recorded the transaction costs under administrative expenses in the consolidated statement of comprehensive income for the

current year.

The results of operations of its subsidiaries for the period as from 5 October 2012 to 31 December 2012 were detailed below.

(Unit: Thousand Yen)

Revenues from hotel operations 727,354

Interest income 7,119

Other income 110,039

Cost of hotel operations (462,991)

Selling expenses (82,472)

Administrative expenses (484,242)

Loss on exchange (249,842)

Finance cost (11,353)

Loss for the period(1) (446,388)(1) Equivalent to Baht 169.2 million

14. Investment in associate

14.1 Details of associate:

(Unit: Thousand Baht)Consolidated financial statements

Company’s nameNature of business

Country of incorporation

Shareholding percentage

Carrying amounts based

on equity method

Share of incomefrom investment in

associateduring the year

2012 2011 2012 2011 2012 2011

(%) (%)

Krungthep Land

Public Company Limited

Property

development Thailand 20.22 20.22 522,932 495,129 27,803 24,983

Total 522,932 495,129 27,803 24,983

154

ANNUAL REPORT2012


(Unit: Thousand Baht)Separate financial statements

Company’s name Nature of businessCountry of

incorporationShareholding percentage Cost

2012 2011 2012 2011

(%) (%)

Krungthep Land Public

Company Limited

Property development Thailand 20.22 20.22 359,999 359,999

Total 359,999 359,999

14.2 Summarised financial information of associate Financial information of the associated company is summarised below:


Company’s name

Paid-up capital as at 31 December

Total assetsas at

31 December

Total liabilitiesas at

31 December

Total revenuesfor the years

ended31 December

Profit for the years ended31 December

2012 2011 2012 2011 2012 2011 2012 2011 2012 2011

Krungthep Land

Public Company

Limited 1,780 1,780 7,285 7,263 4,162 4,314 2,308 2,335 151 129

In accordance with a resolution of the Extraordinary General Meeting of Shareholders No. 1/2008 held on 14 January

2008, on 31 January 2008, Krungthep Land Public Company Limited (“Krungthep Land”) issued and offered 188,806

units of 5-year, name-registered, unsecured convertible debentures with a face value of USD 100 or a total value of

USD 18,880,600, to the overseas company. In accordance with the conditions of the convertible debentures, Krungthep

Land is to pay interest semi-annually at a rate of not exceeding 3% per annum or a dividend yield (whichever is

higher) only in years in which Krungthep Land declares a dividend based on the conditions of the convertible debentures

and mature on 31 January 2013. They are convertible upon the listing of Krungthep Land’s shares on the Stock

Exchange of Thailand or MAI, or one year from the issue date (whichever is earlier), at a conversion price of Baht 13.85

per ordinary share, on a quarterly basis. If no interest payment is made until the maturity date, Krungthep Land is to

redeem the outstanding convertible debentures at a price equal to 1.311651 times the baht equivalent of the face value,

with such redemption subject to change dependent upon the interest payment made during the life of the debentures.

In November 2011, Krungthep Land amended the condition that Krungthep Land can redeem the convertible debentures

before the maturity date. The early redemption value equals to the Baht equivalent of the face value and the interest

of 5.5% per annum of the Baht equivalent of the face value calculated from the issuance date to redemption date. The

interest is compounded every 6 months. Subsequently in December 2011, Krungthep Land redeemed all of convertible

debentures before the maturity. The Company therefore recorded the reversal of equity of Krungthep Land amounting

to approximately Baht 7.5 million which was presented under the heading of “Unsubordinated convertible debentures

- equity component” in other components of equity.

155

On 9 January 2013, the Extraordinary Shareholders’ Meeting of Krungthep Land

No. 1/2556 passed the following resolutions

a) Approve the listing of Krungthep Land’s ordinary shares on the Stock Exchange of Thailand.

b) Approve the decrease the registered capital of Krungthep Land of Baht 450 million from the registered capital of

Baht 2,230 million to Baht 1,780 million by writing-off the remaining 45 million unsold shares with a par value of

Baht 10 per share.

c) Approve the change in the share par value of Krungthep Land by decreasing the par value from Baht 10 to Baht

1 each, resulting in an increase in the number of Krungthep Land’s shares from 178 million shares to 1,780 million

shares with a par value of Baht 1 each.

d) Krungthep Land approves the increase in the registered capital of Krungthep Land of Baht 620 million from Baht

1,780 million to Baht 2,400 million by issuing new ordinary shares with a par value of Baht 1 per share, not

exceeding 500 million shares, to offer to the public (Initial Public Offering). Krungthep Land also offers shares with

a par value of Baht 1 per share, not exceeding 120 million shares, to directors, executives and employees of

Krungthep Land. If Krungthep Land has remaining shares from the offer to directors, executives and employees

of Krungthep Land, Krungthep Land will offer them to the public (Initial Public Offering).

15. Other long-term investments


Consolidated and separate financial statements

2012 2011

Available-for-sale securities

Investments in property funds 54,055 54,055

Less: Allowance for change in value (2,773) (7,291)

51,282 46,764

Other investment

Domestic non-marketable equity security 4,275 4,275

4,275 4,275

Other long-term investments, net 55,557 51,039

16. Land held for developmentThe land held for development with a net book value of Baht 3,412.0 million as at 31 December 2012 (2011: Baht 2,304.6

million) has been mortgaged with the financial institutions as collateral for credit facilities, guarantees and debentures.

156

ANNUAL REPORT2012


17. Advances for purchases of land


financial statements Separate


2012 2011 2012 2011

Balance as at 31 December 2011 736,577 554,641 439,895 348,550

Increase during the year 234,443 503,287 172,637 280,180

Title of plots of land transferred during the year (591,205) (321,351) (352,023) (188,835)

Balance as at 31 December 2012 379,815 736,577 260,509 439,895

Approximately Baht 163.2 million (2011: Baht 651.4 million) (Separate financial statements: Baht 45.2 million (2011:

Baht 354.7 million)) of the above balance represented advances paid to landowners by the Company and its subsidiaries

under agreements to purchase and to sell land already signed with the landowners by agents, the Company and its

subsidiaries.

The remaining advances, amounting to approximately Baht 216.7 million (2011: Baht 85.2 million) (Separate financial

statements: Baht 215.3 million (2011: Baht 85.2 million)), have been paid to agents in acquiring land (Baht 20.7 million and

Baht 105.0 million paid to an agents who are employee and management of the Company, respectively) and agreements

to purchase and to sell land are still in the process of being signed with the landowners.

As at 31 December 2012, the Company and its subsidiaries were contracted to purchase and to sell land amounting to

Baht 980.9 million (2011: Baht 2,974.4 million) (Separate financial statements: Baht 323.9 million (2011: Baht 1,304.2 million)).

157

18.

Prop

erty

, pla

nt a

nd e

quip

men

t

(Uni

t: Th

ousa

nd B

aht)

Cons

olid

ated

fina

ncia

l sta

tem

ents

Land

Offic

e bu

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gs a

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ubho

uses

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lbu

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gs

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l

Cost

1 Ja

nuar

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1159

,494

291,58

1-

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1,27

71,05

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4,51

740

,949

648,88

9

Additio

ns-

--

-44

,342

36,356

98,21

651

88,974

Tran

sfer to proje

ct

de

velop

men

t cos

ts-

(7,235

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--

--

(3,500

)-

(10,73

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Disp

osals

--

--

(2,232

)-

--

-(2

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Tran

sfer

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--

--

-68

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-

31 D

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59,494

284,34

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3,38

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40,030

8,54

6341

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724,89

6

Additio

ns-

16,443

2,12

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54,508

7,21

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718

185,89

1

Tran

sfer

from

(to)

pro

ject

de

velopm

ent c

osts

-(8

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--

887

(3,526

)-

(298

)(3

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(4,068

)

Disp

osals/written-

off

-(1

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)-

-(3

1,30

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4)(8

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-(1

1,03

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4,54

0)

Acqu

isitio

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f sub

sidiarie

s

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ring the ye

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4,97

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2,54

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27,853

-6,41

399

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7

Tran

slatio

n ad

justmen

t(6

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(45,68

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8,12

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(2,925

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(674

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Tran

sfer

in (o

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31 D

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112,30

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5,77

339

1,44

216

2,90

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9,66

189

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71,286

30,555

36,107

1, 7

49,068

Accu

mulated

dep

reciation

1 Ja

nuar

y 20

11-

116,16

3-

-14

2,02

564

234

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-34

,232

327,77

5

Depr

eciatio

n for t

he yea

r-

29,425

--

24,265

3,64

61,56

5-

2,52

361

,424

158

ANNUAL REPORT2012


(Uni

t: Th

ousa

nd B

aht)

Cons

olid

ated

fina

ncia

l sta

tem

ents

Land

Offic

e bu

ildin

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--

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31 D

ecem

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5,58

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4,25

84,28

836

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-36

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387,16

7

Depr

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n for t

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30,070

4,44

04,35

934

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82,36

8-

1,54

586

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Acqu

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f sub

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2321

2,51

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25,243

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237,78

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-(1

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-(3

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Tran

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31 D

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-17

4,11

24,15

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1 Ja

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31 D

ecem

ber 2

011

5,39

63,70

4-

--

--

--

9,10

0

31 D

ecem

ber 2

012

5,39

63,70

4-

--

--

--

9,10

0

Net b

ook va

lue

31 D

ecem

ber 2

011

54,098

135,05

4-

-89

,129

33,805

3,75

28,54

64,24

532

8,62

9

31 D

ecem

ber 2

012

106,90

412

7,95

738

7,26

915

8,80

519

1,29

575

,758

10,918

30,555

5,90

51,09

5,36

6

Depr

eciatio

n for t

he yea

rs

2011

(inc

lude

d in adm

inist

rativ

e ex

pens

es)

61,424

2012

(Bah

t 12.2

milli

on in

clud

ed in

cos

t of h

otel o

pera

tions

and

the ba

lanc

e includ

ed in

adm

inist

rativ

e ex

pens

es)

86,287

159

(Uni

t: Th

ousa

nd B

aht)

Sepa

rate

fina

ncia

l sta

tem

ents

Land

Offic

e bu

ildin

gs

and

club

hous

esFu

rnitu

re a

ndeq

uipm

ent

Mot

orve

hicl

esCo

nstru

ctio

nin

pro

gres

sOt

hers

Tota

l

Cost

1 Ja

nuar

y 20

1159

,494

249,21

317

1,87

233

,668

3,68

728

,246

546,18

0

Additio

ns-

-32

,049

-8,21

6-

40,265

Tran

sfer

to pro

ject dev

elop

men

t cos

ts-

(7,235

)-

-(3

,500

)-

(10,73

5)

Disp

osals

--

(1,964

)-

--

(1,964

)

31 D

ecem

ber 2

011

59,494

241,97

820

1,95

733

,668

8,40

328

,246

573,74

6

Additio

ns-

3,16

920

,382

3,43

072

608

27,661

Tran

sfer

from

(to)

pro

ject dev

elop

men

t cos

ts-

(820

)88

7-

(298

)(3

11)

(542

)

Disp

osals

-(1

,289

)(3

1,19

7)(8

83)

-(8

,345

)(4

1,71

4)

Tran

sfer

in (o

ut)

-7,09

3-

-(7

,093

)-

-

31 D

ecem

ber 2

012

59,494

250,13

119

2,02

936

,215

1,08

420

,198

559,15

1

Accu

mulated

dep

reciation

1 Ja

nuar

y 20

11-

102,11

312

4,21

332

,104

-26

,172

284,60

2

Depr

eciatio

n for t

he yea

r-

25,576

19,114

578

-1,51

646

,784

Depr

eciatio

n on

disp

osals

--

(1,819

)-

--

(1,819

)

31 D

ecem

ber 2

011

-12

7,68

914

1,50

832

,682

-27

,688

329,56

7

Depr

eciatio

n for t

he yea

r-

25,861

22,211

866

-25

949

,197

Depr

eciatio

n on

disp

osals

-(1

,546

)(3

0,35

5)(8

83)

-(8

,080

)(4

0,86

4)

31 D

ecem

ber 2

012

-15

2,00

413

3,36

432

6,66

5-

19,867

337,90

0

160

ANNUAL REPORT2012


(Uni

t: Th

ousa

nd B

aht)

Sepa

rate

fina

ncia

l sta

tem

ents

Land

Offic

e bu

ildin

gs

and

club

hous

esFu

rnitu

re a

ndeq

uipm

ent

Mot

orve

hicl

esCo

nstru

ctio

nin

pro

gres

sOt

hers

Tota

l

Allowan

ce fo

r impa

irmen

t

1 Ja

nuar

y 20

111,11

23,03

2-

--

-4,14

4

Increa

se dur

ing the ye

ar5,39

63,70

4-

--

-9,10

0

Decrea

se dur

ing the ye

ar(1

,112

)(3

,032

)-

--

-(4

,144

)

31 D

ecem

ber 2

011

5,39

63,70

4-

--

-9,10

0

31 D

ecem

ber 2

012

5,39

63,70

4-

--

-9,10

0

Net b

ook va

lue

31 D

ecem

ber 2

011

54,098

110,58

559

,368

986

8,40

31,63

923

5,07

9

31 D

ecem

ber 2

012

54,098

94,423

58,665

3,55

01,08

433

121

2,15

1

Depr

eciatio

n for t

he yea

rs as includ

ed in

adm

inist

rativ

e ex

pens

es

2011

46,784

2012

49,197

As a

t 31

Dec

embe

r 20

12, c

erta

in p

lant

and

equ

ipm

ent i

tem

s ha

d be

en fu

lly d

epre

ciat

ed b

ut w

ere

still

in u

se. T

he g

ross

car

rying

amou

nt (be

fore

ded

uctin

g ac

cum

ulat

ed

depr

eciatio

n an

d allowan

ce fo

r impa

irmen

t los

s) o

f tho

se a

ssets am

ounted

to a

ppro

ximately Ba

ht 2

53.4 m

illion

(201

1: B

aht 1

72.8 m

illion

) (Se

para

te fina

ncial s

tatemen

ts: B

aht 1

27.0

milli

on (2

011: B

aht 1

52.2 m

illion

)).

161

19. Leasehold rights(Unit: Thousand Baht)

Consolidated financial

statements

Separatefinancial

statements

Cost

1 January 2011 410,800 92,000

Additions 1,790 -

31 December 2011 412,590 92,000

Additions 286,618 -

31 December 2012 699,208 92,000

Accumulated amortisation

1 January 2011 47,645 42,329

Amortisation for the year 8,031 3,211

31 December 2011 55,676 45,540

Amortisation for the year 8,054 3,220

31 December 2012 63,730 48,760

Allowance for impairment

31 December 2011 189,844 -

31 December 2012 189,844 -

Net book value

31 December 2011 167,070 46,460

31 December 2012 445,634 43,240

Amortisation for the years

2011 (Consolidated financial statements: Baht 4.8 million included in project

development costs and the balance in administrative expenses and

separate financial statements: included in administrative expenses) 8,031 3,211

2012 (Consolidated financial statements: Baht 4.8 million included in project

development costs and the balance in administrative expenses and

separate financial statements: included in administrative expenses) 8,054 3,220

The details of the leasehold right are as follows:

The Company Leasehold rights to approximately 4 rai of land of which the Company subleased for the remainder of the lease period.

The sublessee made an advance payment and paid annual rental at rates stipulated in the contract. The Company

recognises the advance lease payment over the period of the sublease contract.

We Retail Public Company Limited (“We Retail”) On 15 November 2012, We Retail entered into a memorandum to transfer leasehold rights to land of the Crown Property

Bureau with an individual, whereby We Retail is to pay a consideration of Baht 50 million (We Retail paid Baht 10 million and

162

ANNUAL REPORT2012


issued 4 promissory notes of Baht 10 million each avaled by a bank, each payable one year apart counting from date of the

agreement to transfer the leasehold rights). Currently, We Retail is in the process of arranging the transfer of the leasehold rights.

Centrepoint Shopping Mall Company Limited (“Centrepoint”)a) Leasehold rights to approximately 7 rai of land under a lease agreement with a term of 26 years and 8 months, running

from 8 April 2010 to 31 December 2036. Centrepoint is to pay an annual rental at the rates stipulated in the agreement.

b) On 23 August 2012, Centrepoint entered into a land sublease agreement with a company, with a lease term of 30

years, running from 1 January 2015 to 31 December 2044. Centrepoint is to pay an upfront fee of approximately Baht

739.9 million (Centrepoint paid Baht 229.1 million on the agreement date and will issue promissory notes avaled

by a bank on the lease registration date, within 31 October 2012. These promissory notes mature on 31 July 2013

and 31 July 2014 and are for Baht 255.4 million each) and annual fees totaling Baht 1,785.0 million, for a total of

Baht 2,524.9 million (not including the compensation for losses of approximately Baht 202.5 million stipulated in

the agreement).

Subsequently, on 30 October 2012, Centrepoint amended the agreement to postpone the registration of the

leasehold rights to 30 April 2013.

20. Trade and other payables(Unit: Thousand Baht)



2012 2011 2012 2011

Trade account payable - related company 5,734 15,122 3,598 9,358

Trade accounts payable - unrelated companies 936,406 536,773 476,628 314,975

Account payable - forward contracts 6,496 - - -

Account payable - Land - 23,757 - 23,757

Amounts due to related companies - - 2,546 1,251

Creditors per rehabilitation plan 9,512 9,027 - -

Retention 55,850 40,238 28,774 26,309

Accrued interest expenses 85,446 92,245 83,424 88,054

Accrued expenses 449,482 212,633 151,659 125,712

Other payables 9,894 - - -

Total trade and other payables 1,558,820 929,795 746,629 589,416

During the year 2011, the Company recorded the reversal of creditors per rehabilitation plan amounting to Baht 37.0 million

since the opinion of the Company’s legal advisor was that these debts had expired. The Company presented this amount under

the heading of “Revenue from reversal of creditors per rehabilitation plan” in the statement of comprehensive income.

The balance of creditors per the rehabilitation plan belongs to We Retail Public Company Limited (“We Retail”), which is

subject to interest at a rate of 7.50% per annum, is a liability that arose due to a fire. We Retail will pay the creditors per the

rehabilitation plan not more than Baht 5.0 million when the comptroller issues an order holding We Retail responsible for the fire,

and We Retail will claim this amount from its insurance company. We Retail has not yet received compensation from the

insurance company since the comptroller is in the process of considering the case.

163

21. Note payable(Unit: Thousand Baht)



2012 2011 2012 2011

Notes payable 589,060 800,000 333,420 800,000

Less: Current portion (559,060) (800,000) (333,420) (800,000)

Notes payable - net of current portion 30,000 - - -

The details of the note payables are as follows:

The Company The promissory note of Baht 333.4 million (2011: Baht 800.0 million) is subject to interest at a rate of the minimum

overdraft rate (MOR) and are to be repaid within May and June 2013. The promissory notes are secured by the mortgage

of parts of the Company’s Project land.

The promissory note includes a covenant regarding the Group’s debt to equity ratio not exceeding 2.00:1, with debt

and equity calculated based on total debts and equity in the consolidated financial statements. As at 31 December 2012,

the ratio was higher than the ratio stipulated in the agreement. However, the agreement stipulates that the Group has a

period of 6 months to remedy the ratio.

Estate Perfect Company Limited The promissory note of Baht 215.6 million (2011: Nil) is subject to interest at a rate of the minimum overdraft rate

(MOR) and are to be repaid within June 2013. The promissory notes are secured by the mortgage of parts of Estate’s

Project land and the guarantee provided by the Company

The promissory note includes a covenant regarding the Group’s debt to equity ratio not exceeding 2.00:1, with debt

and equity calculated based on total debts and equity in the consolidated financial statements. As at 31 December 2012,

the ratio was higher than the ratio stipulated in the agreement. However, the agreement stipulates that the Group has a

period of 6 months to remedy the ratio.

We Retail Public Company Limited The 4 promissory notes were avaled by a bank, Baht 10 million each (2011: Nil) and each is repayable every one year

after each is due in order to pay the leasehold right, as discussed in Note 19 to the financial statements.

22. Bills of exchange payable

The bills of exchange are subject to interest at a rate of 4.55 - 4.95% per annum and during the year 2012, the Company

repaid the bills of exchange in full amount.

164

ANNUAL REPORT2012


23. Debentures(Unit: Thousand Baht)


2012 2011Secured debentures No. 2/2009#2 - 800,000

Secured debentures No. 1/2010 1,498,302 1,487,912

Secured debentures No. 2/2010 - 1,000,000

Secured debentures No. 3/2010 1,000,000 1,000,000

Unsecured debentures No. 4/2010 - 1,500,000

Secured debentures No. 1/2012#1 495,502 -

Secured debentures No. 1/2012#2 1,971,560 -

Unsecured debentures No. 1/2012#1 800,000 -

Unsecured debentures No. 1/2012#2 1,000,000 -

Secured debentures No. 2/2012 2,935,491 -

Total 9,700,855 5,787,912

Less: Current portion (4,298,302) (3,300,000)

Debentures - net of current portion 5,402,553 2,487,912

The debentures are detailed as follows:a) On 14 August 2009, the Company issued and offered 800,000 secured debentures No. 2/2009#2 with a par

value of Baht 1,000 each, or a total value of Baht 800 million. The debentures mature on 14 August 2012, bear

interest at a rate of 6% per annum and are secured by the mortgage of parts of the Company’s and subsidiary’s

project land and construction. As at 31 December 2012, the Company had no outstanding balance for the

debentures (2011: Baht 800 million).

b) On 26 February 2010, the Company and offered 1,500,000 secured debentures No. 1/2010 with a par value of

Baht 1,000 each, or a total value of Baht 1,500 million. The debentures mature on 26 February 2013, bear

interest at a rate of 5.9% per annum and are secured by the letter of guarantee provided by a financial institution

of Baht 975 million. As at 31 December 2012, the Company had outstanding balance of Baht 1,498 million for the

debentures (2011: Baht 1,488 million).

c) On 9 September 2010, the Company issued and offered 1,000,000 secured debentures No. 2/2010 with a par

value of Baht 1,000 each, or a total value of Baht 1,000 million. The debentures mature on 9 March 2012, bear

interest at a rate of 5.5% per annum and are secured by the mortgage of parts of the Company’s and subsidiary’s

project land and construction. As at 31 December 2012, the Company had no outstanding balance for the

debentures (2011: Baht 1,000 million).

d) On 18 November 2010, the Company issued and offered 1,000,000 secured debentures No. 3/2010 with a par

value of Baht 1,000 each, or a total value of Baht 1,000 million. The debentures mature on 18 November 2013,

bear interest at a rate of 5.8% per annum and are secured by the mortgage of parts of the Company’s project

land and construction. As at 31 December 2012, the Company had outstanding balance of Baht 1,000 million for

the debentures (2011: Baht 1,000 million).

165

e) On 18 November 2010, the Company issued and offered 1,500,000 unsecured debentures No. 4/2010 with a par


bear interest at a rate of 6.5% per annum. As at 31 December 2012, the Company had no outstanding balance

for the debentures (2011: Baht 1,500 million).

f) On 15 March 2012, the Company issued and offered 500,000 secured debentures No. 1/2012#1 with a face

value of Baht 1,000 each, or a total value of Baht 500 million. The debentures mature on 15 March 2014, bear

interest at a rate of 5.35% per annum and are secured by a letter of guarantee provided by a financial institution

of Baht 300 million. As at 31 December 2012, the Company had outstanding balance of Baht 496 million for the

debentures (2011: Nil).

g) On 15 March 2012, the Company issued and offered 2,000,000 secured debentures No. 1/2012#2 with a face

value of Baht 1,000 each, or a total value of Baht 2,000 million. The debentures mature on 15 March 2015, bear

interest at a rate of 5.35% per annum during the first and second years, and 6.25% per annum during the third

year and are secured by a letter of guarantee provided by a financial institution of Baht 1,200 million. As at 31

December 2012, the Company had outstanding balance of Baht 1,972 million for the debentures (2011: Nil)

h) On 9 August 2012, the Company issued and offered 800,000 unsecured debentures No. 1/2012#1 with a face

value of Baht 1,000 each, or a total value of Baht 800 million. The debentures mature on 5 April 2013, bear interest

at a rate of 4.75% per annum. As at 31 December 2012, the Company had outstanding balance of Baht 800

million for the debentures (2011: Nil).

i) On 9 August 2012, the Company issued and offered 1,000,000 unsecured debentures No. 1/2012#2 with a face

value of Baht 1,000 each, or a total value of Baht 1,000 million. The debentures mature on 6 May 2013, bear

interest at a rate of 4.85% per annum. As at 31 December 2012, the Company had outstanding balance of Baht

1,000 million for the debentures (2011: Nil).

j) On 9 November 2012, the Company issued and offered 3,000,000 secured debentures No. 2/2012 with a face


bear interest at a rate of 5.45% per annum and are secured by a letter of guarantee provided by a financial institution

of Baht 1,800 million. As at 31 December 2012, the Company had outstanding balance of Baht 2,935 million for

the debentures (2011: Nil).

Under the debenture agreement, there are normal covenants relating to various matters as required in the normal

course of business.

Debentures amounting to Baht 1,500 million, which mature on 26 February 2013, include a covenant regarding the net

debt to equity ratio not exceeding 1.75:1. The ratio is higher than the ratio stipulated in the agreement, but the Company

redeemed the debentures in full in February 2013.

24. Unsubordinated convertible debentures

The Annual General Meeting of the Company’s shareholders held on 29 April 2011 passed a resolution to approve the

cancellation of the issue and offer of not more than USD 30 million of unsubordinated convertible debentures, or the equivalent

of not more than Baht 1,000 million as previously approved by the Extraordinary General Meeting of the Company’s

shareholders No.1/2008 held on 20 June 2008.

166

ANNUAL REPORT2012


25.

Long

-ter

m lo

ans

Th

e Co

mpa

ny

Long

-term

loan

s co

nsist

of loa

ns gra

nted

by thre

e fin

ancial in

stitu

tions

und

er th

e follo

wing cred

it facilities.

Bala

nce

Inte

rest

rate

Repa

ymen

t per

iod

Secu

rity

2012

2011

(Mill

ion

Baht

)

1) A

facility of B

aht

1,00

0.0

milli

on

- 1

05.1

Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying

eac

h tim

e a co

ndom

inium unit is re

deem

ed fr

om m

ortgag

e,

at a

rate o

f not le

ss th

an 7

0% o

f the

sellin

g pr

ice, w

hich

is n

ot to

be

less

tha

n th

e am

ount

info

rmed

to

the

bank

. The

Com

pany

mad

e

paym

ents in

full in 2

012.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

2) A

facility of B

aht

67

0.0

milli

on

- 1

18.0

Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Rep

aying

each

tim

e a

plot

of land

with

hou

se is

red

eem

ed fro

m

mor

tgag

e, at a

rate of n

ot le

ss th

an 60%

of t

he sellin

g pr

ice. w

hich

is

not t

o be

less

than

the

amou

nt in

form

ed to

the

bank

. The

Com

pany

mad

e pa

ymen

ts in

full in 2

012.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

3) A

facility of B

aht

1,63

1.0

milli

on

- 1

15.5

Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Rep

aying

each

tim

e a

plot

of land

with

hou

se is

red

eem

ed fro

m

mor

tgag

e, at a

rate of n

ot le

ss th

an 65%

of t

he sellin

g pr

ice. w

hich

is

not t

o be

less

than

the

amou

nt in

form

ed to

the

bank

. The

Com

pany

mad

e pa

ymen

ts in

full in 2

012.

The

mor

tgag

e of p

art of the

Compa

ny’s

projec

t land

and

cons

truction.

4) A

facility of B

aht

1,15

7.3

milli

on

- 2

00.4

Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Rep

aying

each

tim

e a

plot

of land

with

hou

se is

red

eem

ed fro

m

mor

tgag

e, at a

rate of n

ot le

ss th

an 65%

of the

sellin

g pr

ice, w

hich

is

not t

o be

less

than

the

amou

nt in

form

ed to

the

bank

. The

Com

pany

mad

e pa

ymen

ts in

full in 2

012.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

5) A

facility of B

aht

82

0.0

milli

on

63.3

187

.9

Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

plot of la

nd w

ith ho

use i

s red

eemed

from

mortgag

e,

at a

rate o

f not le

ss th

an 7

0% o

f the

sellin

g pr

ice, w

hich

is n

ot to

be

less

tha

n th

e am

ount

info

rmed

to

the

bank

. The

Com

pany

mad

e

paym

ents in

full in F

ebru

ary 20

13.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

167

Bala

nce

Inte

rest

rate

Repa

ymen

t per

iod

Secu

rity

2012

2011

(Mill

ion

Baht

)

6) A

facility of B

aht

90

0.0

milli

on

26.2

210

.2

Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

plot of la

nd w

ith ho

use i

s red

eemed

from

mortgag

e,

at a

rate o

f 70%

of t

he sellin

g pr

ice, w

hich

is n

ot to

be

less

than

the

amou

nt in

form

ed to

the

bank

. Any

remaining

balan

ce is

to b

e re

paid

with

in O

ctob

er 2

016.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

7) A

facility of B

aht

34

4.3

milli

on

- 8

3.1

Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

plot of la

nd w

ith ho

use i

s red

eemed

from

mortgag

e,

at a ra

te of n

ot le

ss th

an 65%

of the

sellin

g pr

ice. The

Com

pany

mad

e

paym

ents in

full in 2

012.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

8) A

facility of B

aht

93

3.0

milli

on

393.5

434

.0

Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

plot of la

nd w

ith ho

use i

s red

eemed

from

mortgag

e,

at a

rat

e of

not

less

than

65%

of t

he s

ellin

g pr

ice.

Any

rem

aining

balanc

e is

to be re

paid w

ithin O

ctob

er 2

016.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

9) A

facility of B

aht

67

9.0

milli

on

126.0

126

.0

Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying

eac

h tim

e a co

ndom

inium unit is re

deem

ed fr

om m

ortgag

e,

at a

rat

e of

not

less

than

70%

of t

he s

ellin

g pr

ice.

Any

rem

aining

balanc

e is

to be re

paid w

ithin M

ay 2

014.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

10) A

facility of B

aht

19

8.0

milli

on

176

.0

176

.0

Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying

eac

h tim

e a co

ndom

inium unit is re

deem

ed fr

om m

ortgag

e,

at a

rat

e of

not

less

than

80%

of t

he s

ellin

g pr

ice.

Any

rem

aining

balanc

e is

to be re

paid w

ithin Jun

e 20

14.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

11) A

facility of B

aht

32

0.0

milli

on

- 1

33.0

Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

plot of la

nd w

ith ho

use i

s red

eemed

from

mortgag

e,

at a

rate o

f not le

ss th

an 7

0% o

f the

sellin

g pr

ice, w

hich

is n

ot to

be

less

tha

n th

e am

ount

info

rmed

to

the

bank

. The

Com

pany

mad

e

paym

ents in

full in 2

012.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

12) A

facility of B

aht

65

0.0

milli

on

304.8

510

.7

Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying

eac

h tim

e a co

nsdo

minium unit is

rede

emed

from

mor

tgag

e,

at a

rate o

f not le

ss th

an 7

0% o

f the

sellin

g pr

ice, w

hich

is n

ot to

be

less

than

the am

ount in

form

ed to

the ba

nk. A

ny re

maining

balan

ce is

to be re

paid w

ithin O

ctob

er 2

013

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

168

ANNUAL REPORT2012


Bala

nce

Inte

rest

rate

Repa

ymen

t per

iod

Secu

rity

2012

2011

(Mill

ion

Baht

)

13) A

facility of B

aht

45

0.0

milli

on

450.0

-Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying

eac

h tim

e a co

ndom

inium unit is re

deem

ed fr

om m

ortgag

e,

at a

rat

e of

not

less

than

70%

of t

he s

ellin

g pr

ice.

Any

rem

aining

balanc

e is to

be

repa

id w

ithin O

ctob

er 2

015.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

14) A

facility of B

aht

45

0.0

milli

on

174.4

-Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

plot of la

nd w

ith ho

use i

s red

eemed

from

mortgag

e,

at a ra

te of n

ot le

ss th

an 65%

of the

sellin

g price

. Any

remaining

balan

ce

is to be repa

id w

ithin Feb

ruary 20

15.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

15) A

facility of B

aht

90

0.0

milli

on

327.2

-Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

plot of la

nd w

ith ho

use i

s red

eemed

from

mortgag

e,

at a

rat

e of

not

less

than

70%

of t

he s

ellin

g pr

ice.

Any

rem

aining

balanc

e is

to be re

paid w

ithin A

pril 20

16.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

16) A

facility of B

aht

40

0.0

milli

on

172.8

-Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

plot of la

nd w

ith ho

use i

s red

eemed

from

mortgag

e,

at a

rat

e of

not

less

than

75%

of t

he s

ellin

g pr

ice.

Any

rem

aining

balanc

e is

to be re

paid w

ithin M

ay 2

015.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

17) A

facility of B

aht

90

0.0

milli

on

281.8

-Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Rep

aying

each

tim

e a

plot

of land

with

hou

se is

red

eem

ed fro

m

mor

tgag

e, a

t a

rate o

f not le

ss tha

n 60

% o

f the

sellin

g pr

ice. A

ny

remaining

balan

ce is

to be re

paid w

ithin Jan

uary 2

018.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

18) A

facility of B

aht

1,70

1.4

milli

on

217.0

-Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Rep

aying

each

tim

e a

plot

of land

with

hou

se is

red

eem

ed fro

m

mor

tgag

e, a

t a

rate o

f not le

ss tha

n 70

% o

f the

sellin

g pr

ice. A

ny

remaining

balan

ce is

to be re

paid w

ithin Jan

uary 2

018.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

19) A

facility of B

aht

37

0.0

milli

on

1.0

-Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Rep

aying

each

tim

e a

plot

of land

with

hou

se is

red

eem

ed fro

m

mor

tgag

e, a

t a

rate o

f not le

ss tha

n 65

% o

f the

sellin

g pr

ice. A

ny

remaining

balan

ce is

to be re

paid w

ithin O

ctob

er 2

015.

The gu

aran

tee of th

e mortgag

e

of pa

rt of th

e Com

pany

’s projec

t

land

and

con

struction.

Total

2,71

4.0

2,39

9.9

Less

: Cur

rent por

tion

(368

.1)

(223

.1)

Long

-term

loan

s -

ne

t of c

urre

nt por

tion

2,34

5.9

2,17

6.8

169

Th

e su

bsid

iarie

sLo

ng-te

rm lo

ans co

nsist

of loa

ns gra

nted

by four

fina

ncial ins

titutions

und

er th

e follo

wing cred

it facilities.

Bala

nce

Inte

rest

rate

Repa

ymen

t per

iod

Secu

rity

2012

2011

(Mill

ion

Baht

)

1) A

facility of B

aht

56

0.0

milli

on

- 9

1.3

Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying

eac

h tim

e a

plot o

f lan

d with

hou

se is

rede

emed

from

mor

tgag

e, at a

rate of n

ot le

ss th

an 75%

of the

sellin

g pr

ice, w

hich

is n

ot to

be le

ss tha

n th

e am

ount

info

rmed

to

the

bank

. Th

e

subs

idiary

mad

e pa

ymen

ts in

full in 2

012.

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

projec

t lan

d an

d co

nstru

ction.

2) A

facility of B

aht

72

0.0

milli

on

- 1

65.8

Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying

eac

h tim

e a

plot o

f lan

d with

hou

se is

rede

emed

from

mor

tgag

e, at a

rate of n

ot le

ss th

an 70%

of the

sellin

g pr

ice, w

hich

is n

ot to

be le

ss tha

n th

e am

ount

info

rmed

to

the

bank

. Th

e

subs

idiary

mad

e pa

ymen

ts in

full in 2

012.

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

projec

t lan

d an

d co

nstru

ction.

3) A

facility of B

aht

38

5.0

milli

on

55.0

41.5

Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying

eac

h tim

e a

plot o

f lan

d with

hou

se is

rede

emed

from

mor

tgag

e, at a

rate of n

ot le

ss th

an 70%

of the

sellin

g pr

ice, w

hich

is n

ot to

be le

ss tha

n th

e am

ount

info

rmed

to

the

bank

. Any

rem

aining

balan

ce is

to be re

paid w

ithin S

eptembe

r 201

6.

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

projec

t lan

d an

d co

nstru

ction.

4) A

facility of B

aht

45

0.0

milli

on

106.2

-Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying

eac

h tim

e a

plot o

f lan

d with

hou

se is

rede

emed

from

mor

tgag

e, at a

rate of n

ot le

ss th

an 65%

of the

sellin

g pr

ice, w

hich

is n

ot to

be le

ss tha

n th

e am

ount

info

rmed

to

the

bank

. Any

rem

aining

balan

ce is

to be re

paid w

ithin July 20

15.

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

projec

t lan

d an

d co

nstru

ction.

5) A

facility of B

aht

34

3.0

milli

on

110.0

-Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying

eac

h tim

e a

plot o

f lan

d with

hou

se is

rede

emed

from

mor

tgag

e, at a

rate of n

ot le

ss th

an 65%

of the

sellin

g pr

ice, w

hich

is n

ot to

be le

ss tha

n th

e am

ount

info

rmed

to

the

bank

. Any

rem

aining

balan

ce is

to be re

paid w

ithin N

ovem

ber 2

015.

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

projec

t lan

d an

d co

nstru

ction.

170

ANNUAL REPORT2012


Bala

nce

Inte

rest

rate

Repa

ymen

t per

iod

Secu

rity

2012

2011

(Mill

ion

Baht

)

6) A

facility of B

aht

48

0.0

milli

on

174.3

-Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying

eac

h tim

e a

plot o

f lan

d with

hou

se is

rede

emed

from

mor

tgag

e, at a

rate of n

ot le

ss th

an 65%

of the

sellin

g pr

ice, w

hich

is n

ot to

be le

ss tha

n th

e am

ount

info

rmed

to

the

bank

. Any

rem

aining

balan

ce is

to be re

paid w

ithin M

ay 2

016.

The

guar

antee

of the

mor

tgag

e of

part

of th

e su

bsidiary’s p

roject la

nd

and co

nstru

ction.

7) A

facility of B

aht

87

0.0

milli

on

- 4

14.0

Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

cond

ominium un

it is r

edee

med

from

mortgag

e,

at a ra

te of n

ot le

ss th

an 70%

of the

sellin

g price

, whic

h is

not to be

less

than

the

amou

nt in

form

ed to

the

bank

. The

sub

sidiary m

ade

paym

ents in

full in 2

012.

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

projec

t lan

d an

d co

nstru

ction.

8) A

facility of B

aht

18

4.0

milli

on

116.7

38.9

Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

cond

ominium un

it is r

edee

med

from

mortgag

e,

at a ra

te of n

ot le

ss th

an 70%

of the

sellin

g price

, whic

h is

not to be

less

than

the am

ount in

form

ed to

the ba

nk. A

ny re

maining

balan

ce

is to be re

paid w

ithin Jun

e 20

13.

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

projec

t lan

d an

d co

nstru

ction.

9) A

facility of B

aht

40

1.2

milli

on

214.9

82.2

Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Rep

aying

each

tim

e a

cond

ominium

unit is r

edee

med

fro

m

mor

tgag

e, a

t a rat

e of

not

less

than

70%

of t

he s

ellin

g pr

ice,

which

is n

ot to

be

less

than

the

amou

nt in

form

ed to

the

bank

.

Any

rem

aining

balan

ce is

to be re

paid w

ithin F

ebru

ary 20

15.

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

projec

t lan

d an

d co

nstru

ction.

10) A

facility of B

aht

77

5.1

milli

on

441.2

178

.3

Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

cond

ominium un

it is r

edee

med

from

mortgag

e,

at a ra

te o

f not le

ss th

an 7

0% o

f the

sellin

g pr

ice, w

hich

is not to

be le

ss tha

n the

amou

nt in

form

ed to

the

bank

. An

y re

maining

balanc

e is

to be re

paid w

ithin July 20

15.

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

projec

t lan

d an

d co

nstru

ction.

11) A

facility of B

aht

51

5.4

milli

on

89.8

89.8

Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

cond

ominium un

it is r

edee

med

from

mortgag

e,

at a ra

te o

f not le

ss th

an 7

0% o

f the

sellin

g pr

ice, w

hich

is not to

be le

ss tha

n the

amou

nt in

form

ed to

the

bank

. An

y re

maining

balanc

e is

to be re

paid w

ithin O

ctob

er 2

014.

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

projec

t lan

d an

d co

nstru

ction.

171

Bala

nce

Inte

rest

rate

Repa

ymen

t per

iod

Secu

rity

2012

2011

(Mill

ion

Baht

)

12) A

facility of B

aht

19

8.6

milli

on

198.6

157

.1

Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

It is

to be re

paid m

onthly at B

aht 2

.3 m

illion

as fro

m Jan

uary 201

3.

Any re

maining

balan

ce is

to be re

paid w

ithin D

ecem

ber 2

022

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

proje

ct la

nd and

con

struction

.

13) A

facility of B

aht

21

1.3

milli

on

186.5

51.4

Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

It is

to be re

paid m

onthly at B

aht 2

.5 m

illion

as fro

m Jan

uary 201

3.

Any re

maining

balan

ce is

to be re

paid w

ithin D

ecem

ber 2

022

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

proje

ct la

nd and

con

struction

.

14) A

facility of B

aht

37

0.3

milli

on

97.8

57.4

Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

It is

to be re

paid m

onthly at B

aht 4

.5 m

illion

as fro

m Jan

uary 201

3.

Any re

maining

balan

ce is

to be re

paid w

ithin D

ecem

ber 2

022

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

proje

ct la

nd and

con

struction

.

15) A

facility of B

aht

30

5.0

milli

on

29.6

29.6

Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

cond

ominium un

it is r

edee

med

from

mortgag

e,

at a ra

te o

f not le

ss th

an 7

0% o

f the

sellin

g pr

ice, w

hich

is not to

be le

ss tha

n the

amou

nt in

form

ed to

the

bank

. An

y re

maining

balanc

e is

to be re

paid w

ithin M

arch

201

5.

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

proje

ct la

nd and

con

struction

.

16) A

facility of B

aht

1,63

2.0

milli

on

259.1

-Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

cond

ominium un

it is r

edee

med

from

mortgag

e,

at a ra

te of n

ot le

ss th

an 70%

of the

sellin

g pr

ice , w

hich

is not to

be le

ss tha

n the

amou

nt in

form

ed to

the

bank

. An

y re

maining

balanc

e is

to be re

paid w

ithin M

ay 2

017.

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

proje

ct la

nd and

con

struction

.

17) A

facility of B

aht

21

8.0

milli

on

44.8

-Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

cond

ominium un

it is r

edee

med

from

mortgag

e,

at a ra

te of n

ot le

ss th

an 70%

of the

sellin

g pr

ice , w

hich

is not to

be le

ss tha

n the

amou

nt in

form

ed to

the

bank

. An

y re

maining

balanc

e is

to be re

paid w

ithin July 20

15.

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

proje

ct la

nd and

con

struction

.

18) A

facility of B

aht

19

4.2

milli

on

43.7

-Intere

st at a

rate tied

to th

e

minim

um lo

an ra

te (M

LR)

Repa

ying e

ach t

ime a

cond

ominium un

it is r

edee

med

from

mortgag

e,

at a ra

te of n

ot le

ss th

an 70%

of the

sellin

g pr

ice , w

hich

is not to

be le

ss tha

n the

amou

nt in

form

ed to

the

bank

. An

y re

maining

balanc

e is

to be re

paid w

ithin O

ctob

er 2

014.

The g

uarantee

of th

e Com

pany

and t

he

mortgag

e of p

art of the

sub

sidiar

y’s

proje

ct la

nd and

con

struction

.

172

ANNUAL REPORT2012


Bala

nce

Inte

rest

rate

Repa

ymen

t per

iod

Secu

rity

2012

2011

(Mill

ion

Baht

)

19) A

facility of B

aht

10

8.9

milli

on

30.5

-Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Rep

aying

each

tim

e a

cond

ominium

unit is r

edee

med

fro

m

mor

tgag

e, at a

rate of n

ot le

ss th

an 70%

of the

sellin

g pr

ice , w

hich

is n

ot to

be le

ss tha

n th

e am

ount

info

rmed

to

the

bank

. Any

remaining

balan

ce is

to be re

paid w

ithin N

ovem

ber 2

014.

The

guar

ante

e of

the

Com

pany

and

the

mor

tgag

e of

par

t of

the

subs

idia

ry’s p

roje

ct l

and

and

cons

truction.

20) A

facility of B

aht

26

0.0

milli

on

-60

.6Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Rep

aying ea

ch tim

e a plot

of lan

d with

hou

se is

rede

emed

from

mor

tgag

e, a

t a rat

e of

not

less

than

65%

of t

he s

ellin

g pr

ice,

which

is n

ot to

be

less

than

the

amou

nt in

form

ed to

the

bank

.

The

subs

idiary m

ade pa

ymen

ts in

full in 2

012.

The

guar

ante

e of

the

Com

pany

and

the

mor

tgag

e of

par

t of

the

subs

idia

ry’s p

roje

ct l

and

and

cons

truction.

21) A

facility of B

aht

67

0.0

milli

on

200.0

242

.1

Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Rep

aying ea

ch tim

e a plot

of lan

d with

hou

se is

rede

emed

from

mor

tgag

e, a

t a rat

e of

not

less

than

65%

of t

he s

ellin

g pr

ice,

which

is n

ot to

be

less

than

the

amou

nt in

form

ed to

the

bank

.

Any

remaining

balan

ce is

to be re

paid w

ithin A

pril 20

14.

The

guar

ante

e of

the

Com

pany

and

the

mor

tgag

e of

par

t of

the

subs

idia

ry’s p

roje

ct l

and

and

cons

truction.

22) A

facility of B

aht

22

8.5

milli

on

44.3

28.0

Intere

st a

t a rate

tied

to th

e

minim

um lo

an ra

te (M

LR)

Rep

aying ea

ch tim

e a plot

of lan

d with

hou

se is

rede

emed

from

mor

tgag

e, a

t a rat

e of

not

less

than

70%

of t

he s

ellin

g pr

ice,

which

is n

ot to

be

less

than

the

amou

nt in

form

ed to

the

bank

.

Any

remaining

balan

ce is

to be re

paid w

ithin S

eptembe

r 201

5.

The

guar

ante

e of

the

Com

pany

and

the

mor

tgag

e of

par

t of

the

subs

idia

ry’s p

roje

ct l

and

and

cons

truction.

Total

2,44

3.0

1,72

8.0

Less

: Cur

rent por

tion

(193

.9)

(414

.0)

Long

-term

loan

s -

ne

t of c

urre

nt por

tion

2,24

9.1

1,31

4.0

173

The outstanding long-term loans are as follows:


financial statements Separate


2012 2011 2012 2011

Long-term loans 5,157,028 4,127,917 2,713,993 2,399,897

Less: Current portion (562,036) (637,121) (368,123) (223,140)

Long-term loans - net of current portion 4,594,992 3,490,796 2,345,870 2,176,757

The loan agreements contain normal covenants relating to various matters as required in the normal course of business.

As at 31 December 2012, the long-term credit facilities of the Company and its subsidiary which have not been drawn

down amounted to Baht 9,825.0 million (2011: Baht 6,856.0 million).

A credit facility agreement of Baht 820 million, under which the outstanding balance was Baht 63.3 million as at 31

December 2012, includes a covenant regarding the debt to equity ratio. The ratio as at period end is higher than the ratio

stipulated in the agreement, but the Company repaid this loan in full in February 2013.

26. Provision for long-term employee benefits Provision for long-term employee benefits as at 31 December 2012, which is compensations on employees’ retirement,

was as follows:




2012 2011 2012 2011

Defined benefit obligation at beginning of year 83,050 73,484 64,289 56,439

Current service cost 10,324 6,476 7,532 5,306

Interest cost 3,429 3,090 2,761 2,544

Benefits paid during the year (3,865) - (3,865) -

Increase from purchase of subsidiary (Note 13) 15,827 - - -

Actuarial loss 11,533 - 10,196 -

Defined benefit obligation at end of year 120,298 83,050 80,913 64,289

Unrecognised actuarial loss (10,573) - (9,343) -

Unrecognised transitional provisions (44,091) (58,787) (33,863) (45,151)

Provisions for long-term employee benefits at end of year 65,634 24,263 37,707 19,138

174

ANNUAL REPORT2012


Long-term employee benefit expenses included in the profit or loss was as.(Unit: Thousand Baht)



2012 2011 2012 2011

Current service cost 10,324 6,476 7,532 5,306

Interest cost 3,429 3,090 2,761 2,544

Actuarial loss recognised during the year 960 - 853 -

Transitional liability recognised during the year 14,696 14,697 11,288 11,288

Total expense recognised in profit or loss 29,409 24,263 22,434 19,138

Line items under which such expenses are included in selling and administrative expenses.

Principal actuarial assumptions at the valuation date were as follows:



(% per annum) (% per annum)

Discount rate 2.0%, 3.5% 3.5%

Future salary increase rate 5.0% - 7.0% 5.0% - 7.0%

Staff turnover rate 0.0% - 22.9% 0.0% - 22.9%

Amounts of defined benefit obligation for the current and previous four periods are as follows:

(Unit: Thousand Baht)Defined benefit obligation Experience adjustments arising on the plan liabilities





Year 2012 120,298 80,913 - -

Year 2011 83,050 64,289 4,638 4,051

Year 2010 73,484 56,439 - -

Year 2009 59,703 49,092 - -

Year 2008 48,995 40,286 - -

175

27. Provisions(Unit: Thousand Baht)


Balance as at 1 January 2011 12,740

Revise provision for loss arising from minimum revenue guarantee 33,595

Adjust amounts to be paid (868)

Total 45,467

Less: Paid for minimum revenue guarantee (34,560)

Balance as at 31 December 2011 10,907

Revise provision for loss arising from minimum revenue guarantee 32,759

Adjust amounts to be paid (7,058)

Total 36,608

Less: Paid for minimum revenue guarantee (36,608)

Balance as at 31 December 2012 -

Minimum revenue guarantee for the Fund On 28 February 2008, the Company entered into an agreement to transfer the Company’s properties to Property Perfect

Property Fund (“the Fund”), for a total consideration of Baht 510 million. Under the agreement, the Company agrees

to guarantee minimum annual revenue for the Fund (rental and service revenues before deducting expenses) of Baht

55 million for a period of five years, expiring on 31 December 2012. The guaranteed payment is due within 31 January

and 31 July of each year in accordance with conditions as stipulated in the agreement. However, the amount of guaranteed

revenue depends on the ratio of the value of the outstanding properties to the value of the properties in which the Fund

initially invested, as determined by an appraisal company for the purpose of the initial investment. During the current

year, the Company revised provision for loss from such guarantee by Baht 32.8 million (2011: Baht 33.6 million) and

recorded it as a separate item under the heading of “Loss arising from minimum revenue guarantee” in the statement

of comprehensive income.

28. Share capital/Share discount The Annual General Meeting of the Company’s shareholders held on 29 April 2011 passed the following significant resolutions.

a) Approved the cancellation of Baht 962,434,824 ordinary shares (160,405,804 ordinary shares with a par value of

Baht 6 each) as reserved for the conversion of the debentures to ordinary shares.

b) Approved the cancellation of Baht 810,000,000 ordinary shares (135,000,000 ordinary shares with a par value of

Baht 6 each) as reserved for the conversion of the debentures to ordinary shares, as previously approved by the

Extraordinary General Meeting of the Company’s shareholders No.1/2005 held on 19 September 2005.

c) Approved the reduction of the registered share capital from Baht 6,552,000,000 (1,092,000,000 ordinary shares

with a par value of Baht 6 each) to Baht 4,779,565,176 (796,594,196 ordinary shares with a par value of Baht 6

each) by canceling unissued shares of the Company as described in a) and b).

176

ANNUAL REPORT2012


d) Approved the change of the par value of the Company’s ordinary shares from Baht 6 to Baht 1 per share.

e) Approved increase in the registered share capital from Baht 4,779,565,176 (4,779,565,176 ordinary shares with

a par value of Baht 1 each) to Baht 5,961,161,256 (5,961,161,256 ordinary shares with a par value of Baht 1 each)

by issuing 787,730,720 ordinary shares with a par value of Baht 1 each to offer to the Company’s existing

shareholders and issuing 393,865,360 ordinary shares with a par value of Baht 1 each to be reserved for the

exercise of the warrants as described in Note 29 to the financial statements.

The Company registered the reduction of the registered share capital, change of the par value of the Company’s ordinary

shares and increase in the registered share capital with the Ministry of Commerce on 4 May 2011, 6 May 2011 and 9 May

2011, respectively.

As at 31 December 2011, the Company’s issued and paid up share capital has increased to Baht 4,726,456,320

(4,726,456,320 ordinary shares of Baht 1 each), with totaling Baht 39,600 (6,600 ordinary shares of Baht 6 each (for comparative

purposes, this has been adjusted to 39,600 ordinary shares of Baht 1 each in accordance with the change in par value of

the ordinary shares)) and Baht 72,000 (72,000 ordinary shares of Baht 1 each) being the result of the exercise of warrants

in December 2010 and June 2011, respectively. The Company registered increase in its capital with the Ministry of Commerce

on 13 January 2011 and 11 July 2011, respectively.

Subsequently, the Annual General Meeting of the Company’s shareholders held on 27 April 2012 passed a resolution

to approve increase in the registered share capital from Baht 4,779,565,176 (4,779,565,176 ordinary shares with a par

value of Baht 1 each) to Baht 5,961,161,256 (5,961,161,256 ordinary shares with a par value of Baht 1 each) by issuing

787,730,720 ordinary shares with a par value of Baht 1 each to offer to the Company’s existing shareholders and issuing

393,865,360 ordinary shares with a par value of Baht 1 each to be reserved for the exercise of the warrants as described

in Note 29 to the financial statements. In this regards, this resolution has been approved by the Annual General Meeting of

its shareholders on 29 April 2011. However, the Company was unable to issue and offer the additional share capital. Therefore,

the Company proposed this resolution to the Annual General Meeting of its shareholders for re-consideration.

As at 31 December 2012, the Company’s issued and paid up share capital has increased to Baht 5,641,047,963 (5,641,047,963

ordinary shares of Baht 1 each), as a result of the issue of Baht 787,730,720 of additional ordinary shares with a par value of Baht 1

each, Baht 52,928,322 of ordinary shares with a par value of Baht 1 each being the result of the exercise of warrants (PF-W2) in June

and November 2012 and Baht 73,932,601 ordinary shares with a par value of Baht 1 each being the result of the exercise of warrants

(PF-W3) in September 2012.

The Company registered the increase in its capital with the Ministry of Commerce on 29 June 2012, 6 July 2012 and

12 October 2012, respectively.

The Company’s share discount is detailed below.



Balance as at 31 December 2011 (20,685)

Increase from conversion of warrants (PF-W2) (52,839)

Balance as at 31 December 2012 (73,524)

177

29. WarrantsThe warrants are detailed as follows:

PF-W3 Units PF-W2 Units

Outstanding as at 31 December 2011 - 8,851,476

Issued during the year 393,865,295 -

Exercised during the year (73,932,601) (8,821,387)

Expired during the year - (30,089)

Outstanding as at 31 December 2012 319,932,694 -

PF-W2 Following the change in the par value of the Company’s ordinary shares, as discussed in Note 28 to the financial statements,

one warrant (PF-W2) can be converted to six ordinary shares at an exercise price of Baht 0.00167 per share and have

an exercise period of 10 years from the issue date, 7 November 2002, with stipulated exercise dates of the end of the

second and the fourth quarter of each year. For comparative purposes, the change in the par value of the Company’s

ordinary shares is adjusted as if the share spilt had occurred at the beginning of the earliest period reported.

In June 2011, the Company received advance subscription of Baht 0.00167 per share to 72,000 of the additional ordinary

shares arising from the exercise of the warrants (PF-W2), a total of Baht 120. The Company registered the resulting increase

of Baht 72,000 in its capital with the Ministry of Commerce on 11 July 2011.

In June 2012, the Company received advance subscription of Baht 0.00167 per share to 6,616,392 of the additional ordinary

shares arising from the exercise of the warrants (PF-W2) of 1,102,732 units, a total of Baht 11,049. The Company registered

the resulting increase of Baht 6,616,392 in its capital with the Ministry of Commerce on 6 July 2012.

In November 2012, the Company received advance subscription of Baht 0.00167 per share to 46,311,930 of the

additional ordinary shares arising from the exercise of the warrants (PF-W2) of 7,718,655 units, a total of Baht 77,341.

The remaining warrants expired on 6 November 2012.

PF-W3 The Annual General Meeting of the Company’s shareholders held on 27 April 2012 passed a resolution to approve the

issue of the warrants to the Company’s existing shareholders (PF-W3) in a ratio of 1 warrant for every 2 new ordinary

shares to be offered to the Company’s existing shareholders as described in Note 28 to the financial statements,

without specifying the offer price. Details are as follows:

No. of warrants granted (Units) 393,865,360

Life of warrants 3 years from the issue date

Exercisable Last business day of each quarter from the issue date

Exercise price per 1 ordinary share (Baht) 1.00

Exercise ratio (warrant to ordinary share) 1:1

In July 2012, the Company issued 393,865,295 warrants to the Company’s existing shareholders (PF-W3).

In September 2012, the Company received advance subscription of Baht 1 per share to 73,932,601 of the additional ordinary

shares arising from the exercise of the warrants (PF-W3) of 73,932,601 units, a total of Baht 73,932,601. The Company

registered the resulting increase of Baht 73,932,601 in its capital with the Ministry of Commerce on 12 October 2012.

178

ANNUAL REPORT2012


30. Statutory reservePursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside to a

statutory reserve at least 5% of its net profit after deducting accumulated deficit brought forward (if any), until the reserve

reaches 10% of the registered capital. The statutory reserve is not available for dividend distribution.

31. Expenses by natureSignificant expenses by nature are as follows:




2012 2011 2012 2011

Salaries, wages and other employee benefits 684,228 485,640 430,644 365,667

Depreciation and amortisation 89,512 64,677 52,416 49,995

Rental expenses from operating lease agreements 132,942 61,554 42,414 39,796

Specific business tax and transfer fees 341,541 312,932 240,003 215,633

Marketing expenses 678,895 569,224 422,662 369,682

Project management expenses 266,052 195,567 200,512 151,711

Loss arising from minimum revenue guarantee 32,759 33,595 32,759 33,595

Transaction costs of business combination (Note 13) 23,893 - - -

Loss on exchange 94,688 - - -

Real estate development during the year 8,891,142 7,241,449 5,187,083 3,991,022

Changes in real estate projects (3,652,991) (2,404,760) (1,606,729) (683,617)

Finance cost 918,191 729,439 755,899 608,101

32. Earnings per shareBasic earnings per share is calculated by dividing profit for the year attributable to equity holders of the Company

(excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the year, after

adjusting the number of ordinary shares in issue during the year 2011 in proportion to the change in the number of shares

as a result of the change in par value from Baht 6 each to Baht 1 each as discussed in Note 28 to the financial statements.

The number of ordinary shares is adjusted as if the share spilt had occurred at the beginning of the earliest period reported.

Diluted earnings per share is calculated by dividing profit for the year attributable to equity holders of the Company

(excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the year plus

the weighted average number of ordinary shares which would need to be issued to convert all dilutive potential ordinary

shares into ordinary shares. The calculation assumes that the conversion took place either at the beginning of the year or

on the date the potential ordinary shares were issued and adjusts the number of ordinary shares in issue during the year

2011 plus the weighted average number of ordinary shares which would need to be issued to convert all dilutive potential

ordinary shares into ordinary shares in proportion to the change in the number of shares as a result of the change in par

value from Baht 6 each to Baht 1 each as discussed in Note 28 to the financial statements. The number of ordinary shares

is adjusted as if the share spilt had occurred at the beginning of the earliest period reported.

The following table sets forth the computation of basic and diluted earnings per share:

179


Profit for the year Weighted average number of ordinary

shares

Earnings per share

2012 2011 2012 2011 2012 2011

Thousand Baht

Thousand Baht

Thousand shares

Thousand shares

Baht Baht


Profit attributable to equity holders of the Company 233,814 488,129 5,157,473 4,726,421 0.0453 0.1033

Effect of dilutive potential ordinary shares

Warrants PF-W2 - - 42,285 53,042

Warrants PF-W3 - - 16,258 -


Profit of ordinary shareholders assuming the conversion of dilutive potential ordinary shares 233,814 488,129 5,216,016 4,779,463 0.0448 0.1021


Profit for the year Weighted averagenumber of ordinary

shares

Earnings per share

2012 2011 2012 2011 2012 2011

Thousand Baht

Thousand Baht

Thousand shares

Thousand shares

Baht Baht


Profit attributable to equity holders of the Company 365,667 330,739 5,157,473 4,726,421 0.0709 0.0700

Effect of dilutive potential ordinary shares

Warrants PF-W2 - - 42,285 53,042

Warrants PF-W3 - - 16,258 -


Profit of ordinary shareholders assuming the conversion of dilutive potential ordinary shares 365,667 330,739 5,216,016 4,779,463 0.0701 0.0692

33. Financial information by segmentThe Company’s and its subsidiaries’ business operations involve 4 principal segments: property development, construction,

service and hotel. These operations are mainly carried on both in Thailand and overseas. Below is the consolidated financial information of the Company and its subsidiaries for the years ended 31 December 2012 and 2011 by segment.

180

ANNUAL REPORT2012



Domestic Overseas

Propertydevelopment

segmentConstruction

segmentsService

segmentsHotel

segment

Elimination ofinter-segment

revenues Consolidation

2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011

Revenue from external customers 8,835 8,142 - - - - 276 - (8) (52) 9,103 8,090

Intersegment revenues - - 715 65 17 15 - - (732) (80) - -

Total revenues 8,835 8,142 715 65 17 15 276 - (740) (132) 9,103 8,090

Segment operating profit 3,198 2,942 40 5 - - 84 - (40) (5) 3,282 2,942

Unallocated income and expenses:

Interest income 11 10

Revenue from reversal of creditors per rehabilitation plan - 37

Gain on a bargain purchase 39 -

Other income 119 84

Selling expenses (1,088) (919)

Administrative expenses (1,418) (1,077)

Loss arising from minimum revenue guarantee (33) (34)

Loss on exchange (95) -

Share of income of associate 28 25

Financial cost (527) (417)

Income tax expenses (139) (163)

Non-controlling interests of the subsidiaries 55 -

Profit for the year 234 488


Domestic Overseas

Propertydevelopment

segmentConstruction

segmentService

segmentHotel

segment

Elimination ofinter-segment

revenues Consolidation

2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011

Property, plant and equipment 288 306 98 20 2 3 707 - - - 1,095 329

Project development cost 13,423 12,969 4 5 - - - - (37) (5) 13,390 12,969

Land held for development 8,284 5,052 - - - - - - - - 8,284 5,052

Unallocated assets 3,094 3,014

Total assets 25,863 21,364

Transfer prices between business segments are as set out in Note 6 to the financial statements.

181

34. Provident fund

The Company, its subsidiaries and their employees have jointly established provident funds in accordance with the

Provident Fund Act B.E. 2530. The Company, its subsidiaries and their employees contributed to the fund monthly at the

rate of 3 - 10% of basic salary. The fund, which is managed by Kasikorn Asset Management will be paid to employees upon

termination in accordance with the fund rules. During the current year, the Company and its subsidiaries contributed Baht

25.2 million (2011: Baht 22.6 million) (Separate financial statements: Baht 20.0 million (2011: Baht 18.2 million)) to the fund.

35. Dividends

Approved by Total dividends Dividend per share

Final dividend for 2011 Annual General Meeting of the shareholders on 27 April 2012 Baht 189.1 million Baht 0.0401)

Final dividend for 2010 Annual General Meeting of the shareholders on 29 April 2011 Baht 259.9 million Baht 0.055(1)

(1) For comparative purpose, the dividend per share for 2010 was recalculated on the change of the par value of the Company’s ordinary

shares from Baht 6 to Baht 1 per share.

36. Capital commitmentsAs at 31 December 2012, the Company and its subsidiaries had commitments as follows:

36.1 Capital commitments

a) The Company and its subsidiaries had outstanding commitments of approximately Baht 1,869.0 million (2011:

Baht 1,418.7 million) in respect of construction contracts of land and house projects and residential condominium

units of which the Company and its subsidiaries had already entered into contracts with subcontractors.

b) The Company and its subsidiaries had outstanding capital commitments of approximately Baht 817.7 million

in (2011: Baht 2,323.0 million) respect of purchases of land.

c) The subsidiary had outstanding capital commitments of approximately Baht 13.8 million (2011: Baht 15.6 million)

in respect of land lease for real estate development.

d) The subsidiary had outstanding commitments of approximately Baht 62.7 million (2011: Baht 29.4 million) in respect

of a design contract for a shopping center and office project and consulting contract.

36.2 Operating lease commitments The Company and its subsidiary have entered into several lease agreements in respect of the lease of land, vehicles,

advertising board, office space, condominium and various services. The terms of the agreements are generally between

1 and 5 years. Operating lease agreements are non-cancellable.

As at 31 December 2012, future minimum lease payments required under these non-cancellable operating lease

contracts were as follows.(Unit: Million Baht)

As at 31 December

2012 2011

Payable:

Less than 1 year 69.1 59.7

2 to 5 years 48.7 20.9

182

ANNUAL REPORT2012


During the year ended 31 December 2012, the Company and its subsidiaries recognised rental expenses of Baht

339.3 million (2011: Baht 258.1 million) (Separate financial statements: Baht 189.6 million (2011: Baht 189.0

million)). The rental expenses included the rental from operating leases of condominiums which the Company

sold to the unrelated persons amounting to Baht 93.8 million and leased back under the agreements for 2 years,

Baht 9,571 per month. Currently, the Company had not subleasing revenues.

36.3 Long-term service commitments

a) The Company has entered into clubhouse management agreements with its subsidiary. Under the conditions of

these agreements, the Company is to pay monthly service fees as stipulated in the agreements. The fees for the

year 2012 amounting to approximately Baht 14.8 million (2011: Baht 13.8 million) were recognised as expenses.

b) The subsidiary has entered into consultation agreements in respect of the real estate project, effective from July 2011

to December 2013. Under the conditions of the agreements, the subsidiary is to pay Baht 0.6 million per month.

36.4 Other commitment The subsidiary had outstanding capital commitments in respect of two land sublease agreements. In accordance

with the first agreement, the subsidiary is to pay monthly fee up to December 2036 at the rate as stipulated in the

agreement. In accordance with the second agreement, the subsidiary is to pay the remaining upfront fee amounting

to approximately Baht 510.8 million within 31 July 2013 and 2014 at Baht 255.4 million each, and the annual fee

from 1 January 2015 until 31 December 2044 at the rate as stipulated in the agreement.

36.5 Guaranteesa) The Company has guaranteed bank credit facilities of its subsidiaries amounting to Baht 8,174.7 million

(2011: Baht 6,872.4 million).

b) As at 31 December 2012, there were outstanding bank guarantees of approximately Baht 4,906.6 million

(2011: Baht 1,788.0 million) issued by the banks on behalf of the Company and its subsidiaries in respect of

certain performance bonds as required in the normal course of business. These included letters of guarantee

amounting to Baht 631.6 million (2011: Baht 813.0 million) to guarantee the public utilities and Baht 4,275

million (2011: Baht 975.0 million) to guarantee the debentures.

37. Litigations Outstanding litigations as at 31 December 2012 are detailed below.

a) The Company was sued by 88 residents of one project with claims totaling Baht 111 million for damages as a result

of breach of contract, accusing the Company of fraud, and claiming depreciation of land and houses at a rate of 16%

of the current price. The cases are currently being considered by the Court of First Instance. The management of the

Company believe that the Company will not incur significant losses as a result of these cases, because the grounds

on which the residents are suing, with the accusation of fraud, are not credible facts. Moreover, the period for buying

the houses expired more than 10 years ago and the statute of limitations for legal action over cases of fraud has

expired. Finally, some of the residents did not buy the land and houses directly from the Company, but from a

previous owner who was a customer of the Company. They therefore cannot cite fraud.

b) A subsidiary (Estate Perfect Company Limited) has been sued by a contractor with a claim for payment of construction

costs amounting to Baht 7.5 million. However, the subsidiary countersued the contractor for the return of moneys

amounting to Baht 8.4 million, since the subsidiary paid for more construction than was delivered to the subsidiary by

the contractor. The court dismissed the case and ordered the plaintiff to pay Baht 0.1 million to the subsidiary, but the

183

plaintiff appealed and the Appeals Court reversed the decision of the Court of First Instance and ordered the subsidiary to

pay the plaintiff Baht 6.7 million plus interest at a rate of 7.5% per annum from 30 August 2007 until settlement is made,

but with interst calculated up to the date of the lawsuit not to exceed Baht 0.8 million. The subsidiary has appealed to the

Supreme Court, which is currently considering the case. Nevertheless, the subsidiary has not set aside provision for

losses resulting from this event, since the decision of the Appeals Court differed substantially from that of the Court of First

Instance, and it can be seen as a decision made on a different factual basis from that of the Court of First Instance, which

is the court that examines the evidence. The subsidiary therefore takes the view that it would be appropriate to hear the

opinion of the Supreme Court, which will finalise the case. However, the subsidiary believes that it will suffer no significant

loss as a result of this litigation.

c) A subsidiary (Estate Perfect Company Limited) has been sued by a customer seeking compensation of approximately

Baht 7.7 million for infringement of the plaintiff’s rights. The court of first instance dismissed the lawsuit brought

against the subsidiary but the plaintiff appealed this order. Currently, the lawsuit is being considered by the appeals

court. However, the subsidiary believes that it will suffer no significant loss as a result of this litigation.

d) On 18 November 2011, the Central Bankruptcy Court ordered the termination of the rehabilitation plan of a subsidiary, We

Retail Public Company Limited, since the subsidiary had completely complied with the rehabilitation plan. However, the

subsidiary still has debts per rehabilitation plan amounting to Baht 9 million, which is a liability resulting from a fire. The

subsidiary will pay not more than Baht 5.0 million of this liability when the comptroller issues an order holding the subsidiary

responsible for the fire, and will claim this amount from its insurance company. Currently, the subsidiary has not received

this amount from its insurance company since the comptroller is still considering the case.

38. Financial instruments

38.1 Financial risk management

The Company’s and its subsidiaries’ financial instruments, as defined under Thai Accounting Standard No.107

“Financial Instruments: Disclosure and Presentations”, principally consist of the following.

Financial assets Financial liabilities

- Cash and cash equivalents - Trade accounts payable

- Trade accounts receivable - Account payable - forward contracts

- Advances - Notes payable

- Account receivable - land - Bills of exchange payable

- Retention per agreement - Creditors per rehabilitation plan

- Advances to contractors - Amounts due to related companies

- Restricted deposits - Deposits and cash received in advance

- Loans to related companies - Debentures

- Other long-term investments - Long-term loans

- Advances for purchases of land - Deposits and cash received in advance for

sublease agreement

The financial risks associated with these financial instruments and how they are managed is described below.

Credit risk The Company and its subsidiaries are exposed to credit risk primarily with respect to trade accounts receivable,

advances, account receivable - land and loans. The Company and its subsidiaries manage the risk by adopting

184

ANNUAL REPORT2012


appropriate credit control policies and procedures and therefore do not expect to incur material financial losses.

In addition, the Company and its subsidiaries do not have high concentration of credit risk since they have a large

customer base. The maximum exposure to credit risk is limited to the carrying amounts of trade accounts

receivable, advance, account receivable - land and loans as stated in the statement of financial position.

Interest rate risk The Company and its subsidiaries are exposed to interest rate risk relating primarily to their cash at banks, loans,

notes payable, bills of exchange payable, creditors per rehabilitation plan, debentures and long-term loans. However,

since most of the Company’s and its subsidiaries’ financial assets and liabilities bear floating interest rates or fixed

interest rates which are close to the market rate, the interest rate risk is expected to be minimal.

Significant financial assets and liabilities classified by type of interest rates are summarised in the table below on

the maturity date or, the repricing date if this occurs before the maturity date.(Unit: Million Baht)

As at 31 December 2012


Fixed interest rates Floatinginterest

rate

Non-interestbearing Total

Interest rate

Within1 year

1 - 5years

Over5 years

(% p.a.)

Financial assets

Cash and cash equivalents - - - 866.8 93.5 960.3 0.00 - 0.88

Trade accounts receivable - - - - 140.9 140.9 -

Account receivable - land - - - - 15.5 15.5 -

Retention per agreement - - - - 100.0 100.0 -

Advances to contractors - - - - 73.5 73.5 -

Restricted deposits 40.0 23.8 - 2.6 - 66.4 1.95 - 2.50

Other long-term investments - - - - 55.6 55.6 -

Advances for purchases of land - - - - 379.8 379.8 -

40.0 23.8 - 869.4 858.8 1,792.0

Financial liabilities

Trade accounts payable - - - - 942.1 942.1 -

Account payable - forward contracts - - - - 6.5 6.5 -

Notes payable - - - 549.1 40 589.1 MOR

Creditors per rehabilitation plan 9.5 - - - - 9.5 7.5

Deposit and cash received in advance - - - - 305.1 305.1 -

Debentures 4,298.3 5,402.6 - - - 9,700.9 4.75 - 5.80

Long-term loans - - - 5,157.0 - 5,157.0 MLR

Deposits and cash received in

advance for sublease agreement - - - - 45.6 45.6 -

4,307.8 5,402.6 - 5,706.1 1,339.3 16,755.8

185




Fixed interest rates

Floatinginterest

rateWithin1 year

1 - 5years

Over5 years

Non-interestbearing Total Interest rate

(% p.a.)

Financial assets

Cash and cash equivalents 450.0 - - 682.2 2.6 1,134.8 0.25 - 3.00





Restricted deposits - - - 35.0 - 35.0 0.25 - 0.75



450.0 - - 717.2 1,022.8 2,190.0



Notes payable 800.0 - - - - 800.0 7.50

Bills of exchange payable 2,003.0 - - - - 2,003.0 4.55 - 4.95

Creditors per rehabilitation plan 9.0 - - - - 9.0 7.50

Accounts payable - land - - - - 23.8 23.8 -

Deposit and cash received in

advance - - - - 168.9 168.9 -

Debentures 3,300.0 2,487.9 - - - 5,787.9 4.65 - 6.50




6,112.0 2,487.9 - 4,127.9 793.1 13,520.9

186

ANNUAL REPORT2012





Fixed interest rates Floatinginterest

rate

Non-interestbearing Total Interest rate

Within1 year

1 - 5years

Over5 years

(% p.a.)

Financial assets

Cash and cash equivalents - - - 544.9 2.7 547.6 0.13 - 0.88


Advances - - - - 9.4 9.4 -



Restricted deposits - 23.8 - 2.2 - 26.0 1.95

Loans to related companies - - - 3,260.3 - 3,260.3 1.00 - 7.38



- 23.8 - 3,807.4 509.6 4,340.8



Notes payable - - - 333.4 - 333.4 MOR

Amounts due to related

companies - -

-

- 2.5 2.5 -

Deposits and cash received

in advance - - - - 48.9 48.9 -

Debentures 4,298.3 5,402.6 - - - 9,700.9 4.75 - 5.80




4,298.3 5,402.6 - 3,047.4 577.2 13,325.5

187

(Unit: Million Baht))As at 31 December 2011


Fixed interest ratesFloatinginterest

rate

Non-interestbearing Total

Interest rate

Within1 year

1 - 5years

Over5 years

(% p.a.)

Financial assets

Cash and cash equivalents 450.0 - - 400.1 1.6 851.7 0.25 - 3.00


Advance - - - - 1.5 1.5 -




Restricted deposits - - - 35.0 - 35.0 0.25 - 0.75

Loans to related companies - - - 1,801.1 - 1,801.1 5.19 - 5.82



450.0 - - 2,236.2 703.7 3,389.9



Note payable 800.0 - - - - 800.0 7.5

Bills of exchange payable 2,003.0 - - - - 2,003.0 4.55 - 4.95

Accounts payable - land - - - - 23.8 23.8 -

Amounts due to related companies - - - - 1.3 1.3 -


advance - - - - 70.6 70.6 -

Debentures 3,300.0 2,487.9 - - - 5,787.9 4.65 - 6.50




6,103.0 2,487.9 - 2,399.9 468.5 11,459.3

188

ANNUAL REPORT2012


Foreign currency risk The subsidiary’s exposure to foreign currency risk arises from borrowing from the Company that are denominated in

foreign currency. The transaction is planned to settle in the foreseeable future. The subsidiary seeks to reduce

this risk by entering into forward exchange contracts when it considers appropriate. The forward contracts mature

within one year.

Foreign exchange contracts outstanding are summarised below.


Foreign currency Bought amount Contractual exchange rate Bought

Contractual maturity date

(Million) (Yen per 1 Baht)

Baht 636 2.8010 - 2.8425 29 March and 27 December 2013

38.2 Fair value of financial instruments Since the majority of the Company’s and its subsidiaries’ financial assets and liabilities are short-term or have

interest rates close to the market rates, the fair values of these financial assets and liabilities are not expected to

differ materially from the amounts presented in the statement of financial position.

A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable,

willing parties in an arm’s length transaction. The fair value is determined by reference to the market price of the

financial instrument or by using and appropriate valuation technique, depending on the nature of the instrument.

39. Capital managementThe primary objective of the Company’s capital management is to ensure that it has appropriate capital structure in

order to support its business and maximise shareholder value. As at 31 December 2012, the Group’s debt-to-equity ratio

was 2.12:1 (2011: 1.89:1) and the Company’s was 1.74:1 (2011: 1.72:1).

40. Events after the reporting periodOn 14 January and 28 February 2013, meetings of the Company’s Board of Directors passed the following significant resolutions

a) Approved purchasing properties of Property Perfect Fund from One Asset Management Limited for a total of Baht

505 million.

b) Approved the guarantee of loan from banks of subsidiaries.

c) Approved proposing of the payment of a dividend of Baht 0.033 per share, totaling Baht 186.2 million (based on

the number of ordinary shares in issue at present) in respect of the year 2012 income.

d) Approved the issue and offer of long-term debentures, in an amount not exceeding Baht 6,000 million, having

maturity of not more than 5 years and short-term debentures, in an amount not exceeding Baht 2,000 million.

e) Ratify the establishment of Chiangmai Development Company Limited to engage in the property development.

Such company has a registered share capital of Baht 200 million (2 million ordinary shares with a par value of

Baht 100 each), 100% paid up and the Company held a 100% interest. This Company was established on 18

February 2013.

189

On 22 February 2013, a meeting of Board of Directors of We Retail Public Company Limited (“We Retail”) passed the

following significant resolutions:

a) Approved entering into a land lease agreement with Estate Perfect Company Limited, with a lease term of 30

years, running from 1 January 2014 to 31 December 2043. We Retail is to pay an upfront fee of Baht 60 million

and annual fees totaling Baht 152.3 million, for a total of Baht 212.3 million.

b) Approved a borrowing from a parent company of Baht 500 million, repayable within 3 years.

c) Approved a decrease in the registered share capital from Baht 4,131,549,100 to Baht 3,996,627,870 by canceling

26,984,246 unissued ordinary shares with a par value of Baht 5 each.

d) Approved an increase in the registered share capital by Baht 2,500 million from Baht 3,996,627,870 to Baht

6,496,627,870 by issuing 500 million ordinary shares with a par value of Baht 5 each.

e) Approved allocating up to 500 million ordinary shares with a par value of Baht 5 on a pro rata basis to We Retail’s

existing shareholders (right offering) in a ratio of 5 new shares for every 8 existing shares at a price of Baht 1.10

each. Fractional shares will be ignored.

41. Approval of financial statementsThese financial statements were authorised for issue by the Company’s Board of Directors on 28 February 2013.

190

ANNUAL REPORT2012


The Board of Directors’

responsibilities for financial reports

Property Perfect Public Company Limited’s and subsidiaries’ financial statements are prepared in compliance with

accounting standard stipulated in the Accounting Professions Act B.E.2547, presented in accordance with the requirements

in the Development of Business Department’s announcement on 14 September 2001 regarding in the Accounting ACT.B.E.2543,

and adjusts accounting practices to be in line with the Federation of Accounting Professions Notification 9/2007, 38/2007

and 62/2007 concerning the accounting standard.

The Board of Directors has appointed the Audit Committee comprising non-executive directors to take responsible for

financial reports to follow the account standard and related regulators, disclose adequate and on-time information, and have

internal control system to supervise internal control activities and the Audit Committee’s Opinions in the Audit Committee’s

reports shown in the annual report

The Board of Directors takes responsible for Property Perfect’s and its subsidiaries’ financial reports prepared to ensure

that financial position, revenue, expense and cash flow are presented accurately and reasonably. The Board of Directors

prepares accurate and complete accounting records to maintain assets, and internal control system to prevent fraudulent

irregularities activities. The Board of Directors has selected the appropriated and constantly practical accounting policy in

preparing the financial reports to reflect the company’s actual performance in compliance with the Generally Accepted

Accounting principles and adequate information disclosure in notes to financial statements. Auditor expresses opinions on

Property Perfect’s and subsidiaries’ financial statements in auditors’ report.

Dr.Tawatchai Nakata

Chairman

Chainid Ngow-sirimanee


191

Audit Committee Report 2012

Dear valued shareholders

Property Perfect Public Company Limited’s Audit Committee comprises three independent directors – having Mr.Krish

Follett as Chairman, and Mr. Somsak Toruksa and Dr. Thamnoon Ananthothai as directors. Miss Duangporn Roemyindi,

director of the internal audit office, was appointed the committee’s secretary.

In 2012, the Audit Committee followed through the Audit Committee Charter, which was endorsed by the Board. It

organized 9 meetings to review financial information, connected transactions between the company and subsidiaries

affiliates and related companies and the performance of the internal audit office. It had one meeting to discussions with the

auditor for the exchange of views on the company’s internal control and accounting. The Audit Committee’s major activities

can be summarized as below:

1) To review quarterly and yearly financial statements, and yearly consolidated financial statements for the year 2012

The Audit Committee reviewed the financial statements, every time with the presence of executives for explanatory

purposes. It also had a meeting with the auditor, for an updated opinion on the company’s internal control and

accounting, to ensure that the financial statements were prepared appropriately, and in compliance with the

Generally Accepted Accounting Principles and other related regulations. The committee also has duty to assure

accounting system’s accuracy and reliability and sufficient and on-time information disclosure in financial

statements to benefit investors and financial statements users in making investment decision. All paper document

involved in the reviews of financial statements and the internal control was completely stored, for examination of

all involved.

2) To review connected transactions The Audit Committee reviewed the connected transactions of the Company,

subsidiaries, joint ventures and related companies, to ensure that the Company took into account the necessity

and appropriateness of such connected transactions and put the Company’s interests as the top priority. It ensures

that the transactions comply with the specified criteria and are properly and sufficiently disclosed. It also reviewed

the necessary financial assistance to finance subsidiaries’ project development and business expansion as well

as subsidiaries’ planned overseas investment.

3) To review risk management The Audit Committee comprehensively reviewed the enterprise risk management

efficiency, taking into account reports and explanation from the Risk Management Committee through regular

opinion exchange with the Risk Management Committee. This was to ensure that the Company maintains risks

at acceptable levels and achieves business goals. The Audit Committee also advised the internal control unit on

the upgrade of its plan in line with the Company’s risk management, to ensure that the internal control covers

enterprise risks - a key element to pave way for the Company’s achievements.

The Audit Committee also made proposals on the risk management of the Company’s overseas subsidiaries,

suggesting the setting of clear strategic objectives and monitoring framework to encompass risk management,

KPI, internal control and human resources. It also suggested the forward contract, to limit exposure to foreign

exchange volatility.

4) To review good governance issues Audit Committee ensured that the company’s information disclosure is in line

with the Securities and Exchange Act and other laws related to the company’s business operations, for the

confidence among shareholders and investors.

192

ANNUAL REPORT2012


5) To review evaluation of internal control system Audit Committee reviews in the way of COSO as to whether the

company’s internal control system is appropriate, to achieves its objectives in using resources efficiently and

effectively, and has a preventive system to reduce mistakes, damages and deplete the company’s resources as

well as whether the financial statements is reliable. The committee also reviews the auditor’s comments on the

internal control and reports the review to the Board of Directors.

6) To review internal audit The Audit Committee endorsed the internal control unit’s annual risk-based audit plan;

acknowledged the annual 2012 internal audit assessment report; and ensured the efficient and effective internal

audit for acceptable risks and changing environment. Audit Committee ensured that the company improved its

operations in line with suggestions on significant issues stated in the internal audit assessment report. Audit

Committee also devised plans for the transformation from operational audit approach to risk-based audit approach,

to come up with efficient and effective advice for the management. It also evaluates the performance of the

Internal Control Office director, to ensure his independence and compliance to the plan and professional requirements.

7) To review the company’s monitoring and operating performance evaluation system Audit Committee reviews the

company’s performance to ensure that the company follows the targets and adjusts operation to be accordance

with the changed situation. The committee supports the company to determine clearer performance evaluation

and indicators and enhance the internal control become a part of normal practice of management.

8) To conduct self-assessment Audit Committee carried out self-assessment in many aspects including the number

of meetings, scope of power, internal control, financial reporting, compliance to rules and regulations, coordination

with the auditor, the supervision and improvement of internal control, in order to improve its operations and reporting

to the Board.

9) To screen auditor Audit Committee selected the auditor upon on the auditor’s independence and defined the

appropriate fee. The decision was forwarded to the Board and later submitted to the shareholder meeting for

approval. Ernst & Young Office Company Limited was appointed as the auditor for year 2013.

10) To advise and give recommendations to the executive committee Audit Committee examined and gave advice to

the executive committee on finance, accounting and legal, to assure that the company achieves the designated

business goals. It also advised on the renovation of the Group’s hotel in Japan and marketing strategies.

Audit Committee constantly reports resolutions of all meetings to the Board of Directors, independently practices

assigned tasks on behalf of the Audit Committee with knowledge and competence, and gives suggestions straightly and

appropriately for interests of the company, shareholders and other stakeholders.

Mr. Krish Follett

Chairman of the Audit Committee

28 February 2013

193

Item Payer Auditor Fee

Audit Fee1 Property Perfect Public Company Limited Ernst & Young Co. ,Ltd 1,850,000

2 Estate Perfect Co.,Ltd. Ernst & Young Co. ,Ltd 600,000

3 Perfect Sport Club Co.,Ltd.

(Formerly : Perfect Satellite Services Co.,Ltd.)

Ernst & Young Co. ,Ltd 100,000

4 Bright Development Bangkok Co.,Ltd. Ernst & Young Co. ,Ltd 370,000

5 Centre Point Shopping Mall Co.,Ltd. Ernst & Young Co. ,Ltd 120,000

6 Residence Number Nine Co.,Ltd. Ernst & Young Co. ,Ltd 200,000

7 U & I Construction Bangkok Co.,Ltd. Ernst & Young Co., Ltd 250,000

8 Perfect Prefab Co.,Ltd. Ernst & Young Co .,Ltd 120,000

9 Uniloft Service (Thailand) Co.,Ltd. Ernst & Young Co. ,Ltd 80,000

10 We Retail Public Company Limited Ernst & Young Co. ,Ltd 880,000

Total fee 4,570,000

Other fees

1 Property Perfect Public Company Limited Ernst & Young Co. ,Ltd 1,724,500

Total Other fees 1,724,500

Total fee 6,294,500

The above information is

Accurate. I certify there is no other service I know of that the company and subsidiaries awarded to me,

my auditing firm, and individuals or companies connected to me.

Inaccurate Note: ……………………………………………………………………………………………………

………………………………………………………………………………………………………………………………………………

To improve the above information (if any), I affirm the accuracy of all information in this form that shows the audit

fee and other service fee that the company and subsidiaries pay to me, my auditing firm, and individuals or companies

connected to me.

Auditor Fee

Accuracy Sanctification FormThe fiscal year end on 31 December 2012

Miss. Siraporn Ouaanunkun

Ernst & Young Co.,Ltd.

Auditor of Property Perfect Public Company Limited

194

ANNUAL REPORT2012


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