ANNUAL REPORT 2014 ENinclude Kiroro Resort in Japan, Sheraton Hua Hin Resort and Spa, and Sheraton...

Message from the Board of Directors 02

Financial Information 04

Company and Subsidiaries Information 05

Nature of Business 11

Management Structure 26

Organization Chart 40

Boards of Directors 42

Business Policy and Overview 44

Project’s Information 46

Map 55

Products and Service 56

Competition 73

Securities and Shareholder 77

Management 87

Details of Position 97

Remuneration 98

Governance 100

Connected Transactions 107

Risk Factors 134

Internal Control 141

Corporate Social Responsibility 145

Management Dicussion and Analysis 160

Report of Independent Auditor 205

Statement of Financial Position 206

Note to consolidated 216

The Board of Directors' Responsibilities 267

Audit Committee Report 268

Audit Fee Accuracy 270

CONTENT11Nature of Business

44Business Policy and Overview

46Project Information

73Competition

Investors can obtain additional information on securities issuers in the Company’s Form 56-1 onwww.sec.or.th or the Company’s website.

Throughout 2014, Thailand’s economy had been affected

by political instability erupting in the fourth quarter of 2013.

Though the instability eased, uncertainties remained. Low-

income earners’ purchasing power was weak, driven by high

household debt and falling farmers’ low income, while the

upper middle-income were cautious of spending. This resulted

in lower-than-expected growth rate in the real estate market,

but it is recovering slowly. Developers gradually launched

projects in areas which would benefit from Bangkok’s

urbanization but delayed projects in provinces pending for

clarity of government projects. Residential demand expanded

more slowly than expected as most buyers awaited clarity in

economic recovery in 2015. Financial institutions maintained

the strict lending policy, leading to an increase in the rejection

rate from 15-20% to 30-40%.

In the year, the Company’s total sales rose 13% to

Bt11,982 million. Sales of single houses and townhouses

contributed 57%, while that of condominium 43%. Sale

revenue from single houses, townhouses and condominium

expanded 12% on year to Bt10,011 million. The growth rate

of the condominium segment alone was 40%, thanks to the

realization of revenue from 9 projects against 5 projects in

the 2013. The Company also earned Bt1,629 million from

land sale and Bt845 million from the hotel business. This

pushed total revenue to Bt12,416 million, or an increase of

27% from 2013. The sale of the Company’s stake in Krungthep

Land Public Company Limited worth Bt720 million generated

a gain of Bt77 million. As profitability rose on an increase in

revenue, the net profit margin rose to 3.2% from 0.4% in 2013

DR.TAWATCHAI NAKHATACHAIRMAN

and tended to rise further.

The Board of Directors’ policy was to further strengthen

the Company in terms of revenue and financial strengths.

The debt to equity ratio was lowered to cut interest expenses.

The land bank was turned into revenue more quickly, as some

land plots were developed and others not included in the

development plan were sold. The ISO 9001 standards were

adopted to improve product quality, with the focus on design

and construction management, to satisfy customers’ demand.

A major milestone was when shareholders at the 2013 annual

meeting approved the acquisition of Thai Property Public

Company Limited (TPROP) and Grand Asset Public Company

Limited (GRAND). Once the acquisition is complete, the

Company’s financial condition would be strengthened. It is

estimated that the Company’s assets and shareholders’ equity

would rise to Bt43,400 million and Bt16,400 million,

respectively. The Company would also earn more revenue

from office for rent and hotel business and enjoy lower

dependence on a particular business. The assets and revenue

structure would be more diversified – to cover low-rise

development, condominium projects, city condominiums,

office for rents and hotel business.

In 2015, the Board of Directors maintains the policy to

further grow revenue and profitability and strengthen the

Company’s business base. The project launch will be

quickened to extend the revenue realization period and selling

period. The focus is placed on high-end products under

“Perfect Masterpiece” brand, to limit negative impacts from

MESSAGE FROMTHE BOARD OF DIRECTORS

02

ANNUAL REPORT 2014

MR.CHAINID ADHYANASAKULCHIEF EXECUTIVE OFFICER

Mr.Chainid Adhyanasakul

CHIEF EXECUTIVE OFFICER

low purchasing power amid high household debt. Six projects

are planned with combined value of Bt9,000 million. The

construction cost will be lowered through the central

procurement unit, to increase the bargaining power. The

corporate image will be refreshed to mark the 30th anniversary,

under the “New Era of Happy Living” concept. The “Eco Cool”

housing concept, a modern, comfortable, energy-saving and

environmental-friendly innovation, will be launched. This will

be achieved through solar-powered cooling and heat-releasing

technology and energy-saving and green materials. Vertical

trees and lath will be used to shield the houses from heat.

The houses will be equipped with the home monitoring system,

with high-speed-internet-controlled CCTV for greater

protection. The “Green@Heart” concept will highlight the

Company’s long-standing focus, to extend green areas. New

functions will be added in clubs, like a sky pool, green bike

lane, solar-powered park and free Wi-Fi service.

In 2015, the Company targets to achieve sale revenue

of Bt17,600 million: Bt10,000 from low-rise projects and

Bt5,500 million from condominium projects. A total of 24

projects will be launched with combined value of Bt29,500

million: consisting of 20 single house and townhouse projects

worth Bt25,000 million, 3 condominium projects worth Bt3,000

million, and a project in Khao Yai worth Bt1,500 million.

Once the acquisition of TPROP is complete potentially

in June 2015 with the success of buying at least 75% of the

company’s outstanding shares, the Board of Directors and

the management are set to further enhance business potential.

In the next two years, the Company plans to develop and sell

TPROP and GRAND’s current projects and use the proceeds

to develop new projects. A real estate investment trust will

be established for Metro West Town and Metro East Town,

the two shopping malls which are valued at Bt1,800 million.

A fund will also be established for the hotel business, to

include Kiroro Resort in Japan, Sheraton Hua Hin Resort and

Spa, and Sheraton Hua Hin Pranburi worth Bt3,700 million.

The Board of Directors wishes to thank shareholders,

valued customers, investors, business partners, alliances and

financial institutions for their long-standing supports to the

Company., as well as the management and all employees

for their patient and dedicated performance in the past year.

Dr.Tawatchai Nakhata CHAIRMAN

03

(Unit : Million Baht)

2012 2013 2014

Financial Position

Total Assets 26,176 30,668 31,305

Project Development Cost and Land for Development 13,353 16,927 17,525

Inventories 32 34 35

Total Liabilities 17,545 22,022 22,295

Shareholders’ Equity 8,631 8,646 9,010

Operation Results

Sales 9,094 11,011 12,416

Total Revenue 9,270 11,229 12,785

Gross Margin 3,273 3,646 4,301

Net Income 203 41 402

Financial Ratio

Net Profit (%) 2.19 0.37 3.15

Return on Equity (%) 2.48 0.48 4.56

Return on Total Asset (%) (%) 0.85 0.15 1.30

Debt to Equity Ratio 2.03 2.55 2.47

Current Ratio 1.99 2.11 1.55

Per Share Data

Net Income per Share 0.06 (0.02) 0.06

Dividend 0.03 - 0.044

Book value 1.53 1.50 1.55

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

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ANNUAL REPORT 2014

FINANCIAL INFORMATIONProperty Perfect Public company Limited.

Company Information

Name : Property Perfect Public Company Limited

Type of Business : Real Estate Development

Head Office : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310.

Business Registration Number : 0107536001231

Home Page : www.pf.co.th

Telephone Number : 0-2245-6640-8, 0-2247-7500-4

Fax : 0-2247-3328

No. of Paid-up Share : 5,782,930,655 Shares (31 December 2014)

Par Value : Baht 1

Paid-up Capital : Baht 5,782,951,655

COMPANY AND SUBSIDIARIES INFORMATION

05

Legal Entity, The company hold 10% up

The Company and Subsidiaries , Directly Owned

Name : Estate Perfect Company Limited


Address : 17th Flr., Vorasombat Bldg., 100/1 Rama IX Road, Huaykwang, Bangkok 10310.


Fax : 0-2246-0733

No. of Paid-up Share : 120,000,000 Shares

Par Value : Baht 10

Paid-up Capital Baht 1,200,000,000

Percentage of Investment : 100 %

Name : Bright Development Bangkok Company Limited




Fax : 0-2246-0733


Par Value : Baht 100



Name : Residence Number Nine Company Limited




Fax : 0-2246-0733





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ANNUAL REPORT 2014

Name Chiangmai Development Company Limited




Fax : 0-2246-0733



Paid-up Capital : Baht 200,000,000


Name : We Retail Public Company Limited

Type of Business : Real Estate Development – Shopping Center and Commercial Area



Fax : 0-2645-0024

No. of Paid-up Share : 1,267,535,714 Shares

Par Value : Baht 1.05

Paid-up Capital : Baht 1,330,912,499.70

Percentage of Investment : 93.31 %

Name : Property Perfect International Pte. Ltd.

Type of Business : Investment and Oversea Real Estate Development

Address : 1 Raffles Place, #28-02 One Raffles Place, Singapore 048616

No. of Paid-up Share : 1 Share

Par Value : 1 SGD$

Paid-up Capital : 1 SGD$


Name : Perfect Sport Club Company Limited

Type of Business : Clubhouse Management

Address : 19th Flr., Vongvanich B Bldg.,100/52 Rama IX Road, Huaykwang, Bangkok 10310.

Telephone Number : 0-2645-1406-8

Fax : 0-2645-1409

No. of Paid-up Share : 250,000 Shares




07

Name : U & I Construction Bangkok Company Limited

Type of Business : Construction

Address : 27th Flr., Vongvanich B Bldg., 100/89 Rama IX Road, Huaykwang, Bangkok 10310.

Telephone Number : 0-2246-2093-6

Fax : 0-2246-2020





Name : Uniloft Service (Thailand) Co., Ltd.

Type of Business : Service Apartment



Fax : 0-2246-0733



Paid-up Capital : Baht 1,325,000 (1,000 shares or Bt 100 par value and 49,000 shares or Bt 25 par value)


Name : Perfect Prefab Company Limited

Type of Business : Manufacturer and Install Prefab Structures



Fax : 0-2246-0733


Par Value : Baht 10


Percentage of Investment : 51% (49% held by Center of Standard Precast Company Limited)

Name : Ramintra Mall Company Limited (Formerly Known as Marirya Stuff Company Limited )




Fax : 0-2246-0733





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ANNUAL REPORT 2014

Subsidiaries, Indirectly Owned

Name : Centrepoint Shopping Mall Co., Ltd.* (Subsidiary of We Retail Plc.)




Fax : 0-2645-0024


Par Value : 100 Baht

Paid-up Capital : 500,000,000 Baht

Percentage of Investment : 93.31 %

Name : Kiroro Resort Holdings Co., Ltd (Formerly Known as Share Group Co.,Ltd.) (Subsidiary of Property Perfect International Pte.Ltd.)

Type of Business : Real Estate Development and Hotel Business in Japan

Address : 30-3, Sarugaku-cho, Shibuya-ku, Tokyo, Japan


Paid-up Capital : JPY 752,173,640

Percentage of Investment : 95.61%

Name : Kabushiki Kaisha Kiroro Associates Co.,Ltd. (Subsidiary of Share Group Co.,Ltd.)

Type of Business : Hotel Management

Address : 128-1 Tokiwa, Akaigawa-mura, Yoichigun,Hokkaido, Japan

No. of Paid-up Share : 610 Shares

Paid-up Capital : JPY 60,000,000

Percentage of Investment : 95.61%

09

Reference

Auditors Mr.Supachai Phanyawattano)

EY Office Limited

(Formerly known as Ernst & Young Office Limited)

33rdFloor, 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

Financial Institute Krung Thai Bank Public Company Limited

35 Sukhumvit Road, Klong Toey Nua, Wattana,Bangkok 10110

Bank of Ayudhya Public Company limited

1222 Rama III Road, Bangphongphang, Yan Nawa, Bangkok 10120

CIMB Thai Public Bank Company limited

44 North Sathorn Road, Lumpini, Prathumwan , Bangkok 10330

Thanachart Bank Company limited

1101 New Phetchaburi Rd. Makkasan, Rajthewi, Bangkok 10400

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

20th Floor., Unit 2005-6, The Millennia Tower,

62 Langsuan Road, Lumpini, Pathumwan, Bangkok 10330

Tel. 0-2652-6300 Fax.0-2652-639

Thai Property Appraisal Lynn Phillips Co., Ltd.

11th Floor, RS Tower Building, 121/47-48 Rachadaphisek Rd., Dindaeng, Bangkok 10320

Tel : 0-2641-2128-32 Fax : 0-2641-2134

S.L. Standard Appraisal Co.,Ltd

114 Rattana Uthit Road, Soi 19,Tambon Hadyai, Amphoe Hadyai, Songkhla 90110

Tel: 0-7435-9130 Fax: 0-7435-9130

Wealth Appraisal Co., Ltd.

11/277 Thanthawat Village 5 Soi Watcharapol 1/9, Tha Raeng ,Bang Khen ,

Bangkok 10220 Tel : 0-2948-0928-9, 0-2948-2258 Fax : 0-2948-2259

Knight Frank Charter (Thailand) Co., ltd.

65/192 23rd Floor Chamnan Phenjati Business Center

Rama 9 Road Huaykwang District, Bangkok 10320

Tel : 0-2643-8223 Fax : 0-2643-8224

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ANNUAL REPORT 2014

Background and Major Milestones

Property 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.

The Company witnessed severe impacts from the financial crisis and baht devaluation in 1997. Due to liquidity problem, the

Company’s share trading was moved to REHABCO Sector. On 22 January 2001, 3 creditors filed the rehabilitation petition to the

Central Bankruptcy Court. The Court approved the petition on 19 February 2001 and appointed Asian International Planners Co Ltd

as the rehabilitation planner. The Court approved the rehabilitation plan on 2 October 2001, allowing the Company to move its share

trading to REHAB Sector on 22 November 2001 and returned to PROPERTY Sector on 19 June 2002.

Successfully completing conditions specified in the rehabilitation plan and debt restructuring, the Company filed a petition to exit

the rehabilitation process. The Court approved the exit on 12 April 2004, returning the administrative power to original executives.

Loans were gradually repaid to creditors in the rehabilitation plan, until they were fully repaid in 2011.

The Company has continually expanded business, going through several capital increases and reduction. The registered capital

now stands at Bt10,737,610,610, consisting of 10,737,610,610 common shares at Bt1 par value. The paid-up capital is Bt15,782,951,655,

consisting of 5,782,951,655 common shares at Bt1 par value.

NATURE OF BUSINESS

11

Major events in the past 3 years 2011 :

Invest Bt500 million in new shares of Bright Development Bangkok Company Limited (100%-owned subsidiary), which increased capital to Bt1,000 million.

Bt100 million , Bt50 million paid-up (100%-owned subsidiary).

capital of Bt10 million. The capital worth Bt2.5 million is paid-up.

subsidiary.).

in True Coffee shops inside the projects’ clubs.

tender for the remaining shares through a mandatory tender offer.

price of Bt400.2 million. We Retail paid for the shares through its capital-increase shares.(Renamed to We Retail Plc.)

2012 :Invest in Japan through subsidiary Property Perfect International Pte Ltd (PPI), which bought 69.01% shares in Share Group Co.,Ltd. (SG) (Renamed to Kiroro Resort Holdings.) 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.

owned subsidiary’s capital to Bt100 million.

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%.

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ANNUAL REPORT 2014

2013 :

Perfect Fund was dissolved in March.

million, consisting of 2 million shares at Bt100 par value.,the company holds 100%.

were offered 5 new shares for every 8 existing shares, at Bt1.10 apiece, or a total of Bt500.4 million. The company’s shareholding

ratio is 93.31%

five per cent of new capital is paid up, or Bt1.225 million. The current paid-up capital is Bt1.325 million.

This turns Mariya which was later renamed to Ramintra Mall Co.,Ltd. into a subsidiary.

Salaya Campus. The fund was registered with Bt515 million in capital, consisting 51.5 million shares at Bt10 par value.

2014 :

Bt1,330,912,499.70, by lowering the par value from Bt5 to Bt1.05. Through the reduced capital worth Bt5,006,766,070.30,

We Retail’s share loss and accumulated losses were cleared. Then, the capital was raised from Bt1,330,912,499.70

to Bt4,761,824,999.40 (4,535,071,428 shares at Bt1.05 par value).

5,000,000 1py a share or a total of 500 million yen. Share Group then used the proceeds to repay a loan to Property

Perfect International. Property Perfect International now owns 95.61% in Share Group, which was renamed to Kiroro

Resort Holdings in November 2014.

and Grand Asset. The shareholders also approved related activities like the issuance and allocation of new shares to

Thai Property and Grand Asset’s shareholders who agree to the acquisition plan.

Property Development Public Company Limited. The decision is pending for the approval of Golden Land’s shareholders

who convened on 9 December 2014.

13

Shareholding structure The Company and subsidiaries operate property development business, with a focus on housing estates and condominium

development primarily in Bangkok and peripheral provinces. The subsidiaries and associated companies operate in four

businesses: property development, construction, retail and services. The structure as of 31 December 2014 is as follows:

Note:

* Previously called Perfect Satellite Services

** Shareholding ratio as of 4 November 2014

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.

Real Estate Development Units

Construction Business Units

Retail Business Unit Services-Oriented units

Property Perfect Public Company Limited

100.00%Property Perfect

International

95.60%Kiroro Resort Holding

(Formerly known as Share Group)

100.00%Kabushiki Kaisha Kiroro

Associates Co., Ltd.

100.00%Estate Perfect Co., Ltd.

100.00%Residence Number Nine

Co., Ltd.

100.00%Chiang Mai

Development Co., Ltd.

19.52%Uniloft Property Fund **

100.00%U&I Construction Bangkok

Co., Ltd.

51.00%Perfect Prefab Co., Ltd.

93.31%We Retail Plc.

100.00%Centrepoint Shopping Mall

Co., Ltd.

100.00%Ramintral Mall Co., Ltd.

Formaly Named Mariya Stuff

100.00%Perfect Sport Club Co., Ltd.*

100.00%Uniloft Service (Thailand)

Co., Ltd.

100.00%Bright Development

Co., Ltd.

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ANNUAL REPORT 2014

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

development of single detached houses, townhouses, and condominiums. Details are as follows;

Property Perfect Public Company Limited (“The Company”) Developing housing estates, town house and condominiums. As of 31 December 2014, a total of 48 projects are under

development with outstanding value of Bt32,091 million. (Additional information on the projects of the Company and

subsidiaries are in Graphic: Projects by Type)

Estate Perfect Co., Ltd. (Subsidiary)

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,duplex house and townhouses, with focus on

potential locations.

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, the company then issued 20,000,000 new shares at Bt10 par while the

paid-up capital totaled Bt1,200 million. The company now owns 100% of Estate.

As of 31 December 2014, Sale of Estate’s 7 projects is underway, and the remaining value of the unsold units is Bt5,257

million. ((Additional information on the projects of the Company and subsidiaries are in Graphic: Projects by Type)

As of 31 January 2015 Estate’s 4 directors are:

Name Position

1.Mr.Wicharn Siriwetwarawut Director

2.Miss Sirirat Wongwattana Director

3.Mr.Wason Srirattanapong Director

4. Mr.Krittapas Pongpakawat Director

Bright Development Bangkok Co., Ltd. (Subsidiary) 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 .

In December 2009, Bright raised the registered capital to Bt500 million. The Company subscribed to all new shares to

maintain the 100% ownership.

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

holds 100% in Bright.

15

Aside from its focus to develop condominiums under “iCONDO” brand, 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 Bt1,000 million – Uniloft

near Chiangmai University in Chiang Mai and Uniloft near Mahidol University in Salaya, Nakhon Pathom. In 2013, the

company sold the Uniloft Salaya project to a property fund and plans to sell the Uniloft Chiang Mai project to a property

fund in the future.

On 31 December 2014, Bright planned 10 condominium projects and,the remaining value of unsold units is Bt4,884million.

(Additional information on the projects of the Company and subsidiaries are in Graphic: Projects by Type) Researches

showed a significant growth in residential demand near educational campuses. Bright plans to launch 2 condominium

projects, iCondo Bangna and iCondo Salaya, with combined value of Bt2,310 million.

As of 31 January 2015,Bright’s 4 directors are;

Name Position

1.Mr.Pornswat Katechulasriroj Director


3.Mr.Sumeth Suwajanakorn Director

4.Mr.Nantachart Kliebphipat Director

Residence Number Nine Company Limited (Subsidiary) 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, The subsidiary is tasked to develop low-rise small-scale housing projects in potential locations. Its

target groups are new families, looking for single houses and townhouses valued between Bt1.7-Bt3 million.

Established in 2008 and In January 2010, Residence becomes a subsidiary as the company. It is capitalized at Bt1,000

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.

As of 31 December 2014, Residence’s 4 projects are now marketed, The remaining value of unsold units is Bt2,727 million.

(Additional information on the projects of the Company and subsidiaries are in Graphic: Projects by Type)

In 2014, Residence expands its business to Chiang Mai province, lured by its potential and increasing residential demand. The

project, under the “Perfect Place” brand, is valued at Bt950 million.

As of 31 January 2015, Residence’s 4 directors are:

Name Position



3.Mr.Sanpetch Sukkasem Director

4.Mr.Pornchai Ketlek Director

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ANNUAL REPORT 2014

Chiangmai Development Company Limited (Subsidiary) Chiangmai Development Company Limited (“Chiangmai”) is located at 100/1 Vorasombat Building (17th fl.), Rama IX

Road, Huay Kwang, Bangkok. It is registered with Bt200 million ,capital 2 million shares at Bt100 par value. The company

holds 100% in the subsidiary.

Established on 21 February 2013 with fully paid-up capital of Bt200 million, the subsidiary is tasked to expand the

company’s residential development business. Its focus is on low-rise development in Chiang Mai province. The subsidiary

has not yet launched any project.

As of 31 January 2015, Chiangmai’s 3 directors are:

Name Position

1.Mr.Wongsakorn Prasitvipat Director


3.Mr.Wasan Srirattanapong Director

Property Perfect International Pte.Ltd. (Subsidiary)

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 Kiroro Resort Holdings‘s

common shares. Established in Japan, Kiroro Resort Holdings 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 74.1 million yen , approximately

Bt30 million (at the exchange rate of 100 yen for Bt40.50). PPI also bought 3,200 shares from Kiroro Resort Holdings‘s

existing shareholders at the same price for a total of 28.9 million yen, approximately Bt11.7 million. The 11,400 shares

cost totally Bt41.7 million.

In March 2014, Kiroro Resort Holdings raised capital by another 500 million yen. The 100,000 new shares at par value

of 5,000 yen apiece were offered to PPI. PPT’s total shareholding Kiroro Resort Holdings has risen to 95.61%.

PPI’s 4 directors are:

Name Position

1.Mr.Bhichai Rattakul Chairman

2.Dr.Tawatchai Nakata Director

3. Mr.Chainid Adhyanasakul Director

4.Miss. Chong Weiyi Director

17

Kiroro Resort Holdings Company Limited (Renamed from Share Group Company Limited) is a subsidiary of Property Perfect International Pte. Ltd.) Kiroro Resort Holdings (Renamed from Share Group Since November 2014), 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. At

the 4/2012 meeting on 27 August 2012, the Board of Directors approved Kiroro Resort Holdings ‘s investment in all shares

of and loan claims against Kabushiki Kaisha Kiroro Associates Company Limited, from Mitsui Fudosan Resort Company

Limited. 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) . Kiroro Resort Holdings will also take over the claim on a loan to Kabushiki Kaisha Kiroro Associates from

Mitsui Fudosan Company Limited. The loan is valued at 1300.6 million yen: it is worth Bt526.7 million yen. The claim is

valued at 160,000,000 yen or Bt64.8million,The Board also approved Kiroro Resort Holdings’ purchase of Kiroro Resort

from Mitsui Fudosan Resort for about 1,039.99 million yen or Bt425.2 million,tolal Bt1,200 million or 4 Bt 490 million. Kiroro

Resort is a ski resort on Hokkaido, Japan, owning a 292-rai land plot, 2 hotels- 422-room (with average 60% occupancy

rate), and ski equipment. Plus transfer taxes of about 700 million yen or Bt280 million, the purchase cost a total of approximately

1,900 million yen or Bt770 million.

In March 2014, the Board of Directors acknowledged Kiroro Resort Holdings’ capital increase by 500 million yen (100,000

shares at 5,000 yen apiece). The new shares were offered to Property Perfect International to settle a loan from Property

Perfect International. Property Perfect International’s shareholding Kiroro Resort Holdings thus increased to 95.61%.

Kiroro Resort Holdings’ paid-up capital stands at 752,173,640 yen, consisting of 116,520 common shares.

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ANNUAL REPORT 2014

Kiroro Resort Holdings’ 8 directors are:

Name Position

1.Mr.Bhichai Rattakul Chairman

2. Dr.Tawatchai Nakata Director


4.Mr.Jesd Jesdpiyawong Director

5.Mr.Hajime Mori Director

6.Mr.Seiichi Mizuno Director

7.Mr.Yochiro Itto Director

8.Mr. Aso Morito Director

Kabushiki Kaisha Kiroro Associates Company Limited (KA), subsidiary of Kiroro Resort Holdings Kabushiki Kaisha Kiroro Associates Company Limited (KA) is 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 60 million yen or 610 common shares. After reorganized investment by Share Group Company Limited (SG) (Detail

of Share Group as above), its ownership rises to . 100%.

Kabushiki Kaisha Kiroro Associates’ 4 directors are:

Name Position

1.Mr.Chainid Adhyanasakul Director

2. Dr.Tawatchai Nakata Director

3.Mr. Hajime Mori Director

4.Mr.Methee Tanmanatrakul Director

Uniloft Property Fund In October 2013, Bright Development Bangkok Company Limited, a wholly-owned subsidiary of the Company, sold

Uniloft Salaya, located in Tambon Salaya, Buddhamondhol district, Nakhon Pathom, to Uniloft Proprty Fund for Bt514

million. The property fund was managed by One Asset Management Company Limited. Detail of the sold asset is as

follows:

(1) Title deed No. 15781

(2) Uniloft Salaya building

(3) Infrastructure, engineering system, furniture, and relevant materials necessary for the project

Uniloft Property Fund is an non-redeemable, open-ended fund. Registered with Bt515 million in capital, with 51,500,000

shares at Bt10 apiece, the fund was listed on the Stock Exchange of Thailand on 14 November 2013. The Company

invested in 10,051,200 units of the fund at Bt10 par value for the total value of Bt100,512,000 or 19.52% of all shares.

(Data as of 4 November 2014)

19

Construction Business Unit U & I Construction Bangkok Company Limited U & I Construction Bangkok Company Limited (“U & I”), is located at 100/89 Vongvanich Building Floor 27th , Rama

IX Road, Huay Kwang, Bankgok. Established in April 2011, it has Bt100 million in registered capital, consisting 1 million shares or 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 selected sub-contractors to control the construction cost and construction period, as well as ensure effective control on the construction volume and quality.

As of 31 December 2014, WU & I’s 3 directors are;

Name Position 1. Mr. Manit Yukkasemwong Director 2. Mr. Sombat Bovornsombat Director 3. Mr. Krittapas Pongpakawat Director

Perfect Prefab Company Limited 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 Center 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 500 housing units per year.

As of 31 January 2015, Perfect Prefab’s 5 directors are;

Name Position 1.Mr.Wicharn Siriwetwarawut Director 2.Dr. Vorasak Chakrapiyanant Director3.Mr. Vichaya Watananukit Director4.Mr. Phuwit Phaengsuk Director5.Mr. Kongsak Kaewsuriyathamrong Director

As of 11 March 2015, the company add 2 new directors ,Mr. Prakit krissadapong and Mr.rungroj Singhthabadkij,director are;

Name Position


2.Dr. Vorasak Chakrapiyanant Director

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ANNUAL REPORT 2014

3.Mr.Prakit Krissadapong Director

4. Mr.Rungroj Singhthabadkij Director

5.Mr. Vichaya Watananukit Director

6.Mr. Phuwit Phaengsuk Director

7.Mr. Kongsak Kaewsuriyathamrong Director

Retail Business unit We Retail Public Company Limited (Subsidiary) 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 (“Daidomon “) , It was incorporated

accordingly to the Civil and Commercial Code on 9 October 1990 and was registered as a public company on 27 April

2001. On 18 October 2011, shareholders at the 1/2011 extraordinary meeting approved the liquidation of the restaurant

business, the primary business, and the “Daidomon” trademark to Hot Pot Public Company Limited. On 15 December

2011, the subsidiary completed the liquidation. On 16 December 2011, We Retail acquired the 99.99% stake of

Centrepoint Shopping Mall Company Limited (“Centrepoint”), which develops shopping malls, office buildings and

commercial space, from the company. It was renamed to We Retail Public Company Limited on 29 November 2011

The company owns 93.31% of total issued shares. With registered capital of Bt4,761.8 million Baht with 1,330.9 million

Baht paid up, consisting 1,267,535,714 shares or Bt 1.05 par value. We Retail is carrying out the development of

two community malls in the West and East of Bangkok. The malls, namely Metro West Town and Metro East Town,

are expected to commence operations late 2014 and early 2015, respectively.

We Retail’s 7 directors are;

Name Position

1. Dr.Tawatchai Nakhata Chairman

2.Mr.Chainid Adhyanasakul Director, Deputy Chairman and Act for Chief Execetive Offiec

3.Mr.Pramote Rermyindee Director

4 Mr.Kampol Tatiyakawee Director

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

6.Mr.Chaiyakorn Boonlop Independent Director, Audit Committee

7.Mr.Boonliam Luangnakthongdee Independent Director, Audit Committee

Centrepoint Shopping Mall Company Limited (Subsidiary of We Retail Plc.) Centrepoint Shopping Mall Co.,Ltd.is located at 100/1 Vorasombat Building 17th fl., Rama IX Road, Huay Kwang, Bangkok.

Established in December 2007 . Centrepoint focuses on commercial development like shopping malls and rental office building.

In September 2011, the Board approved the sell-out of all 5 million shares in Centrepoint Shopping Mall Co.,Ltd.to Daidomon

Group Public Company Limited worth Bt400.20 million on 16 December 2011, turning Centrepoint Shopping Mall Co.,Ltd.into

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

Shopping Mall Co.,Ltd. was renamed to We Retail Public Company Limited on 24 November 2011). Centrepoint Shopping

21

Mall Co.,Ltd. owns the leasing rights of a some of a land plot on the east side of Ratchadapisek 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 Ratchadapisek Road, which is planned for the development of a closed shopping mall.Centrepoint

Shopping Mall Co.,Ltd. is now developing “Bangkok Midtown” (Phase 1), a closed shopping mall

Centrepoint Shopping Mall Co.,Ltd. is now developing “Bangkok Midtown” (Phase 1), a closed shopping mall on the west

side of Ratchadapisek Road. The mall is built on a land plot sub-leased earlier. The closed 8-floor community mall has

150,000 sqm in space. The mall houses various fashion, cloth, and lifestyle products shops, restaurants, bank offices and

etc. It is expected to open its doors within 2016.

As of 31 December 2014,Centrepoint Shopping Mall Co.,Ltd.’s 5 directors are:

Name Position


2. Mr.Pramote Remyindee Director

3.Mr.Wongsakorn Prasitvipat Director

4. Mr.Pornswat Katechulasriroj Director

5. Ms.Wilawan Luangnakthongdee Director

Note : Ms.Wilawan Luangnakthongdee replacing Ms.Supee Reodecha who resigned on 31 Jan 2015.

Ram Intra Mall Company Limited (Formery Known as Mariya Stuff Company Limited )(Subsidiary) Ram Intra Mall was established in 2004 as Mariya Stuff. In August 2013, the Company bought all 100% shares of

Mariya Stuff from its shareholders for Bt350 million. Mariya Stuff’s old shareholders had no connection with the Company.

Through the purchase, the Company took control of the lease rights over a 34-rai land plot in Tambon Bueng Kum,

Bang Kapi district, Bangkok. The 30-year lease period started from 9 April 2013 to 31 March 2043. The land is planned

to house a shopping mall, which is being studied.

In August 2014, Mariya Stuff extended the lease by another 3 years (1 April 2043 through 31 March 2046). It was

renamed to Ram Intra Mall in September.

Ram Intra Mall is located at 100/1 Vorasombat Building (17th fl.), Rama IX Road, Huay Kwang, Bangkok. It is registered

with Bt350 million capital (3,500,000 shares at Bt100 par value). The company holds 100% in the subsidiary.

Ram Intra Mall Co., Ltd.’s 2 directors are:

Name Position


2. Mr.Pramote Remyindee Director

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ANNUAL REPORT 2014

Services-oriented units Perfect Sport Club Company Limited (subsidiary) Perfect Sport Club Company Limited (“Perfect sport Club”) is located at 100/52 Vongvanich B Building (19th fl.), 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 and 100% owned by the Company. It later raised capital by Bt45 million to

Bt50 million, with Bt20 million paid-up. As of 15 September 2014, the paid-up capital is Bt25 million. The Company owns

100%.

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

group. At present, 16 sport clubs exist.

Perfect Sport Club ’s 5 directors are:

Name Position

1.Mr. Phairat Senachak Director

2.Mr. Nantachart Kiebpipat Director

3.Mr. Krittapas Pongpakawat Director

4.Mr.Wasan Srirattanapong Director

5.Mr. Saranyu Adhyanasakul Director

Uniloft Service (Thailand) Company Limited (Subsidiary) 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 100%

owned by the company. In August 2013, the registered capital was raised to Bt5,000,000 and 25% of the capital

increase or Bt1,225,000, has paid-up capital of Bt.1,325,000 . Uniloft Service Co., Ltd. operates a serviced apartment

and management services for the group’s real estate projects.

Uniloft’s 5 Directors are:

Name Position

1.Mr.Saranyu Adhyanasakul Director

2.Mr. Cherdsak Kukiatnunt Director

3.Mr.Prathompob Intr-Bumrong Director

4.Mr.Natthaphon Sueb-Am Director

5.Mr.James Stevenson Worboys Director

23

Group structure after the acquisitions of Thai Property and Grand Asset

On 29 July 2014, the Company’s shareholders at the 1/2014 extraordinary meeting approved the tender offer for all shares

in Thai Property and the tender offer for all shares in Grand Asset under the Chain Principle. The tender offer is conditional:

when the tender period ends, shareholders of Thai Property must offer to sell at least 75% of outstanding shares. If the

condition is met, the Company will pay for the shares with capital-increase shares at the ratio of 1 share of Thai Property

for 0.5 share or with cash worth Bt0.57 per share. For the shares offered by Grand Asset shareholders, the Company will

offer 1.149123 share for every share of Grand Asset or cash worth Bt1.31 per share. At the meeting, the shareholders

approved the Company’s plan to raise the registered capital from Bt5,960,980,722 (5,960,980,722 shares at Bt1 par value)

to Bt10,737,610,610, by issuing 4,776,629,888 new shares at Bt1 par value. The new shares will be issued to complete

the acquisitions.

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ANNUAL REPORT 2014

1/ Metro Premier Holding Public Company Limited 2/ Pacific Asset Estate Development Company Limited 3/ Scenery Peak Company Limited

Post-acquisition operations After the acquisitions are complete, the Company plans to reorganize the group business structure. While the Company

will be the core in the low-rise and high-rise property development business, We Retail will lead the retail and rental office

development business. Grand Asset will lead in the hotel development and management business, to take care of existing

projects and future projects. The clear business segmentation will streamline the operations of the group and build capacity

of the management and staff through knowledge transfer. The business groups are the areas that the group has been

proficient in. Under the new structure, all business units will be allowed to demonstrate their positive potential, to create

maximum interests to the organization which is the main purpose of the acquisitions. the acquisitions.

Thai Property Plc.

Metro1/ PED2/ Scenery Peak3/

Grand Asset Plc

Real Estate Development Units

Retail Business Unit Services-Oriented units

Construction Business Units

Company

Thai Property ’s Sharesholders

Grand Asset’s Shareholders

The company’s Shareholders

40.62%*

99.99% 99.99% 99.99%

75%

4% Note : The Company will hold 40.62% in Grand Asset: 7.5% direct shareholding through Thai Property

and 33.12%% indirectly through Metro.

Post-acquisition business structure

25

MANAGEMENT STRUCTURE

The company’s management structure contains one board of directors and four subcommittees. They are directors,

Audit Committee, Nomination Committee and Remuneration Committee, Risk Management Committee and Executive Board.

Details are as follows:

1. The Board of Directors

As of 31 December 2014, the board consists of 12 directors as follow:

No. Name Title

Meetingof the

company’s board

Meeting allowances of

the of the company’s

board

1 Dr.Tawatchai Nakhata Chairman 7 7

2 Mr.Virayuk Puntupetch Deputy Chairman and Independent Director 7 7

3 Mr.Chainid Adhyanasakul Director and Chief Executive Officer 7 7

4 Mr.Phairat Senachack Director 7 7

5 Mr.Vidhya Nativivat Director 7 7

6 Ms.Sirirat Wongwattana Director 7 7

7 Mr.Ooi Boon Aun Director 7 6

8 Dr.Somsak Toruksa

Director / Independent Director and Audit

Committee 7 6

9 Dr. Thamnoon Ananthothai

Director / Independent Director and Audit

Committee 7 4

10 Mrs.Nuanual Swasdikula-Na-Ayudhaya Director / Independent Director 7 7

11 Mr.Krish Follett Director / Independent Director and 7 7

12 Prof.Dr.Suchatvee Suwansawat Director / Independent Director 7 2

With Mr. Pramote Rermyindee as secretary of the board 7 7

Note:

* Prof.Dr. Mr.Suchatvee Suwansawat Appointed in accordance with a resolution of the company’s Board of Directors 4/2014 on 16 June 2014

replace Mr.Anuwat Maytheewibulwut who resigned as director and independent director on 15 February 2014, citing other binding duties

that prohibited the service.

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ANNUAL REPORT 2014

Authorised directors Authorized signatory directors are1) Dr.Tawatchai Nakhata and Mr. Chainid Adhyanasakul 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

Adhyanasakul - 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 Adhyanasakul 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.

27

2. Audit Committee As of 31 December 2014, 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 responsibility1. 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.

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.

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ANNUAL REPORT 2014

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.

3.The Nomination and Remuneration Committee

The Board of Directors at the 4/2014 meeting on 16 June 2014 approved the consolidation of the Nomination Committee

and Remuneration Committeem, to create a single Nomination and Remuneration Committee, effective from 17 June 2014

onwards. )

The Nomination and Remuneration Committee consisted of 3 persons as of 31 December 2014.

No Name Title

1 Mr.Virayuk Puntupetch Chairman of the Nomination and Remuneration Committee

2 Mr. Vidhya Nativivat Nomination Committee

3 Mr.Ooi Boon Aun Nomination Committee

With Mr. Pramote Rermyindee as secretary

Nomination Committee’s scope of authority and responsibility1. 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.

29

(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.

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ANNUAL REPORT 2014

4. Risk Management Committee

Risk Management Committee consisted of 4 persons as of 31 December 2014.

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.

5. Executive Board

Executive Board contains 8 individuals, as of 31 December 2014.

No. Name Title

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

2 Mr.Chainid Adhyanasakul Deputy Chief Executive Director (Authorized Signatory Director)

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)

31

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. Review and approve the transactions apart from budget plan no more than Bt 100 million.

7. 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 Captital - approved the borrowing of no more than Bt800 million for the working captital.

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

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

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

and effectiveness.

11. 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 6/2014 meeting on 6 November 2014

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ANNUAL REPORT 2014

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

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, held as the Board of Directors’ resolution which would be used in the registration of rights and transactions

at relevant land offices.

6. Review and approve the Transations apart from budget plan no more than Bt50 million.

7. 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 6/2014 meeting on 6 November 2014.

Executives

The company’s executive team consisted of 8 members as of 31 December 2014, as defined in the Securities and

Exchange Commission’s announcement

No. Name Title

1 Mr. Chainid Adhyansakul Chief Executive Officer

2 Mr. Pramote Rermyindee Company Secretary

3 Mr.Wicharn Siriwetwarawut Chief Operating Officer 1

4 Mr.Pornswat Katechulasriroj Chief Operating Officer 2

5 Mr.Wongsakorn Prasitvipat Chief Business Development Officer

6 Miss Sirirat Wongwatana Chief Financial Officer

7 Mr.Surasak Vacharapongpreecha Deputy Chief Financial Officer

8 Miss Supee Reodecha* Deputy Chief Financial Officer

Note: *Miss Supee Reodecha resigned from company executive on 31 January 2015.

33

Company Secretary In compliance with the Securities and Exchange Act BE2551’s Section 89/15, the Board of Directors must appoint the

Company Secretary who will act on behalf of the company and the Board of Directors. The Board of Directors at the

meeting on 11 August 2008 resolved to appoint Mr.Pramote Rermyindee as the Company Secretary.

Company Secretary’s scope of authority and responsibility1) Preparing and keeping the following documents

(A) Directors’ Register

(B) Invitations to Board of Directors meetings, meeting minutes, and the Annual Reports

(C) Invitations to shareholders’ meetings and minutes of the meetings

2) Keeping the connected transactions reported by directors or executives and submitting photocopies of the reports

to the chairman and chairman of the Audit Committee within 7 days of receipt

3) Setting the documenting system for the following information and ensuring the complete storage of such document

which must date back at least 5 years and could be retrieved for post-audit. The storing of such document covers

the electronic system and others which allow the retrieval of original document.

(1) Information presented at shareholders’ meetings

(2) Financial statements or reports on the company’s finances and operating results or other reports which must

be disclosed under the Securities and Exchange Act’s Articles 56, 57, 58 or 199.

(3) The company’s opinion on shareholders’ tender offer for the company’s shares

(4) Information or other reports on the company, to be released to shareholders or the general public as required

by the Capital Market Supervisory Board

4) Complying with other duties to be specified by the Capital Market Supervisory Board

5) Company Secretary must carry out duties with responsibility, caution, and integrity; must comply with laws, the

company’s objectives and regulations, the Board of Directors resolutions and shareholders’ resolutions; and must

not act in the way that causes significant conflict of interest.

6) Carrying out duties with responsibility and caution as men with integrity would do when falling under the same

situation.

(1) Making decisions with full conviction and good reasons that they are for the company’s maximum benefits.

(2) Acting on information honestly believed to be sufficient, and

(3) Making decisions that do not create any direct or indirect conflict of interest.

When the Company Secretary cannot further perform his job, the Board of Directors is required to appoint the replacement

within 90 days. Ms. Sirirat Wongwattana was accordingly appointed to carry the tasks.

34

ANNUAL REPORT 2014

Meeting allowances of the company’s board and 4 units of subcommittees in 2014.

Name

Board of Directors

Audit Committee

Remuneration Committee

Nominating Committee

Risk Management Committee

Dr.Tawatchai Nakhata 7

Mr.Virayuk Puntupetch * 7 1

Mr. Chainid Attayarnsakul 7

Dr.Somsak Toruksa* 6 8 2

Dr.Thamnoon Ananthothai * 4 6 8

Mr.Phairat Senachak 7

Mr.Vidhya Nativivat 7 1 2

Ms.Sirirat Wongwattana 7

Mr.Ooi Boon Aun 6

Mrs.Nuanual Swasdikula-Na-Ayudhaya * 7 2 8

Mr.Krish Follett * 7 8 1

Mr.Anuwat Maytheewibulwut * ,**

Mr.Boonliam Luangnakthongdee 8

Mr.Chirdsak Kukiattinun 8

Total 7 8 1 2 8

Note:

* Independent Directors

** Mr Anuwat Maytheewibulwut resigned as director and independent director on 15 February 2014, citing other binding duties that prohibited

the service.

Nomination and Appointment of Directors and Top Executives

(1) Independent directors

Independent directors’ qualifications must meet the Securities and Exchange Commission’s regulations No. Tor

Jor 28/2008 on the filing and approval of new share offerings and the Stock Exchange of Thailand’s regulations

on the qualification of independent directors.

(2) Nomination Directors and Top Executives

The nomination 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 nomination 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).

35

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

36

ANNUAL REPORT 2014

Human Resources

1. Number of Employee

At the end of 2014, the company and subsidiaries employed 890 employees. The following is the number of employees of each unit.

Division Employee (Persons)

31-DEC-14

1 Office of the Chief Executive Officer 22

2 Project Planning and Housing Marketing Division 17

3 Condominium Project Development Division 22

4 Condominium Marketing Division 23

5 Sales Management Division 81

6 Design Division 15

7 Construction Management Division - Operating Group 1 20

8 Construction Management Division - Operating Group 2 32

9 Advertising Division 14

10 Public Relations and Corporate Communication Division 10

11 Accounting Division 26

12 Internal Audit 3

13 Legal Procedure & Ownership Transfer Division 68

14 Financial & Treasury Division 22

15 Budgeting Division 6

16 Information System Division 9

17 Fund Administration & Corporate Bond Division 29

18 Investor Relations and Research Development Division 5

19 Human Resources Division 9

20 General Administration Division 22

21 Project Management Division - Zone 1 - 8 385

22 Construction Company (U & I) 50

23 Clubhouse Management Company (PSC) 6

Total 890

In the past 3 years, the company has witnessed no lawsuits regarding labor disputes.

37

2. Employees’ remuneration

The company has in place the remuneration committee, authorised and responsible for considering the remuneration

policy and payout criteria for the chief executive officer, directors and consultants. It is also setting the annual

benefits, annual salary adjustment, extra salary adjustment, and other benefits for employees at all levels. The

committee also considers the employment rules and work code and ensures that disciplinary actions are appropriate

and fair to employees.

The employee remuneration (excluding that of executives) covers salary, bonus, welfare benefits, overtime,

allowances and contribution to the provident fund. It amounted to Bt586.08 million in 2014.

3. HR Development Policy

The company realizes the importance of all employees and is committed to consistent supports for the enhancement

of their knowledge and skills to match their job descriptions. This is to ensure quality products to customers and

standardized marketing and service quality. The human resource development policy is thus designed accordingly

to the areas of work. Training is planned in line with the company’s business direction and employees’ job

descriptions. The competency system has been introduced, so that employees are equipped with all knowledge

and skills required for their jobs.

The HR development plan has been shaped under the policy. Training courses for employees are clearly defined.

There is an analysis on training specification, to promote employees’ job competency accordingly to their job

descriptions. The urgency of training in different work periods is also taken into account. The development scheme

planned for employees at all levels is diverse, covering internal training, external training, and coaching.

The training program is designed in accordance with the company’s annual targets. The methods are designed to

match the courses, requiring employees to take classes, practice and actually work in the respective fields under

the supervisors’ guidance. On top of this is the sharing and exchanging of experiences, skills and knowledge of

employees in different units. The company regularly hosts a forum where they can share experiences and notify

obstacles, to define solutions as well as outline the standardized work procedure and services. These are to put

in place the learning culture in the organization. In 2014, some of the enhancement programs are as follows:

1. Administrative skill enhancement

The company has placed emphasis on preparing employees for the supervisory and administrative levels.

Such enhancement programs are organized every year.

2. Teamwork enhancement

The company sees the value of creative teamwork, within business units or across units, as this ensures

efficiency of the overall operations. The Perfect Team curriculum was initiated, bringing employees from

different units. Together, they got to know each other and participated in group activities, allowing the closer

cross-unit relationship and harmony.

38

ANNUAL REPORT 2014

3. Preparation for ISO 9001:2008 Certificate

Customers’ benefits have been the priority. Under the commitment to deliver quality products and services,

the company is adopting international standards for the entire production process. The ISO 9001 standards will

ensure that products meet customers’ demands and comply with relevant laws and regulations. Employees

at all business units were trained about the standards. Staff of all relevant units received training on the

quality system and operating process, in line with the goal to deliver quality products to customers. Outstanding

staff is selected for additional training to undertake internal audit, tasked primarily to monitor and ensure that

all units meet the specified goal.

4. Marketing skill enhancement

The company plans to grow business with new projects every year. All sale employees, who directly feed

information to and serve customers, are thus required to attend the training program. This is to ensure

standardized and impressive services to customers. The Service Signature project, to create a unique service

standard, was initiated in 2013 and will continue in 2014.

Employee Training and Competency Enhancement The company puts emphasis on training and perfectly readying all employees for their job descriptions. The activities have

been rolled out consistently. They start with the orientation of the new recruits. Then, there is on-the-job training as well as

training on new tools that can support their work. Employees’ competency is also enhanced, to ready them for promotion

and ensure that they will be able to perform the new jobs efficiently and effectively. The courses designed for all employees

can be categorized as follows:

1. Standard Course

2. Management Course

3. Team Work Course

4. Course on construction

5. Course on design

6. Course on sale

7. Course on quality

8. Course on after sales service

In 2014, 52 in-house and public training courses were

organized, involving 519 attendees.

39

ORGANIZATION CHART

Property Perfect Public Company Limited and Subsidiaries

Board Of Directors

Executive Committee

Chief Executive Officer(CEO)

Operating Group 1 (COO 1 )

Chief Operating Officer

Operating Group 2 (COO 2)

Chief Operating Officer

Business Development Group (CBO)

Chief Business Development Officer

Deputy Chief Operating Officer Deputy Chief Operating Officer2

Deputy Chief Business Development Officer

Assistant Chief Operating Officer

Legal Procedure & Ownership Transfer Division

Project Management Division Zone I

Project Management Division Zone II

Project Management Division Zone III

Project Management Division Zone IV

Project Management Division Zone V

Project Management Division Zone VIII

Project Management Division Zone VI

Project Management Division Zone VII

U&I construction Bangkok Co., Ltd .

Construction Management Division – Operating Group1

Construction Management Division– Operating Group 2

Perfect Prefab Co., Ltd.

Assistant Chief Operating Officer 2

Assistant Chief Business Development Officer

Risk management Committee

Audit Committee

Internal Audit

Chief Advisor to the Board of Directors

Chief Advisor to the Board of Directors

Project Planning and Housing Marketing Division

Condominium Project Development Division

Condominium Marketing Division

Design Division

Public Relations and Corporate Communication Division

Advertising Division

Sales Management Division

40

ANNUAL REPORT 2014

Financial Group (CFO)

Chief Financial Officer

Support Officer (CSO)

Chief Support Officer

Deputy Chief Financial Officer

Deputy Chief Support Officer

Assistant Chief Financial Officer

Assistant Chief Support Officer

Legal

Nomination and Remuneration committee

Company Secretary

Office of the Chief Executive Officer

Information System DivisionFinance & Treasury Division

Fund Administration & Corporate Bond Division

Investor Relations & Research Development Division

Accounting Division

Human Resources Division

General Administration Division

Uniloft Service (Thailand) Co., Ltd.

Budgeting Division

41

1. Dr.Tawatchai Nakhata Chairman Chief Executive Director

2. Mr.Chainid Adhyanasakul Chief Executive Officer Deputy Chief Executive Director Director

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

4. Dr.Somsak Toruksa Director Independent Director Audit Committee

5. Mr.Vidhya Nativivat Director Nomination and Remuneration Committee

6. Dr.Thamnoon Ananthothai Director Independent Director Audit Committee Risk Management Committee

1

3

2

4

5

6

BOARD OF DIRECTORS OF THE COMPANY

42

ANNUAL REPORT 2014

10. Mr.Ooi Boon Aun Director Nomination and Remuneration Committee

11. Ms.Sirirat Wongwattana Director Executive Director Chief Financial Officer

12. Prof.

Dr.Suchatvee Suwansawat Director Independent Director

13. Mr.Pramote Rermyinde Company Secretary

7. Mrs.Nuanual Swasdikula-

Na-Ayudhaya Director Independent Director Chairman of Risk Management Committee

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

9. Mr.Krish Follett Director Independent Director Chairman of Audit Committee

7

8

9

11

10 12

13

1

43

Vision, Objectives, Goals and Strategies of The Company/Group Vision

The company sets sight to be a leading property developer that constantly satisfies customers of all ages, communities, partners, shareholders and employees, and commitment to environmental conservation and the quality of life.

Mission

1. Create and develop modern products and services at potential locations and timely and constantly respond to new

living concepts

2. Create and solidify the financial stability in response to sustainable development of the organization and stakeholders’

3. Create and improve operational excellence through a professional team and the consistent and standardized operating system

4. Create and enhance satisfaction in products and services with the better environment and quality of life and responses

to the need of clients of all ages

5. Create and grow reputation and pride through responsible and ethical operations, in recognition of the benefits and

impacts on the relevant parties

BUSINESS POLICY AND OVERVIEW

44

ANNUAL REPORT 2014

The Company is primarily involved in developing properties for sale. The range of products cover single houses, townhouses and condominiums. The policy is in place in the administration and contractor assignments for the construction of designed products. To control the quality of construction works, The Company’s engineers and architects are dispatched to monitor the entire process. A subsidiary was established to provide construction services primarily to The Company and the group. This is on top of the assignments awarded to external construction companies, to help reduce the construction cost. More subsidiaries were also established to support the development of shopping malls, office buildings, commercial areas, investment-purpose retail business, and overseas property development.

The Company’s main business goal is to deliver customers “Happy Living” home, through ethical and responsible operations which highlight responsibility to the environment, society and shareholders.

The Company’s strategies are exercised to create added value, aiming to satisfy dwellers in all elements from locations, project design, home designs, standardized construction quality, sports clubs, the environment to the natural ambience. Activities are hosted at the projects for all family members, to strengthen their bonds and nurture Thai culture as reflected in activities to commemorate various festivals. Safety standards are assured, to ensure the “Happy Living” environment at all projects.

The Company puts emphasis on the quality of project development; functional home designs despite sizes for maximum customer satisfaction; the creation of lake, the vast greenness with trees and naturally-designed gardens; and the clubhouses as well as other services. A team is tasked to host activities during holidays and festivals, to ensure desirable relationship among customers. The closed circuit TV covers major areas of the projects, which from the entrance are guarded 24 hours a day to assure all of the safety. All these have resulted in positive responses to The Company’s products.

The Company will further its commitment towards quality projects. On offer is the accommodation at various locations that promises quality of life to all groups of customers. The Company’s products - condominium, townhouses,duplex houses and single houses - are available at the prices of Bt1 million to Bt40 million. They are located in a diverse range of areas, to reach as many as customers as possible.They are assured of satisfaction when living in any project by Property Perfect. The Company and subsidiaries are convinced that the commitment will produce the desirable quality of life and environment,

which will yield good society and encourage people to do good deeds to society.

45

“Perfect Masterpiece” Brand

1. Perfect Masterpiece Rattanathibet

Location Thambon Saima, Muang District ,

Nonthaburi Province.

Developed by Property Perfect Plc.

Time to Develop 2007-2019

Product SDH

Total Project Value 4,879 MB.

2. Perfect Masterpiece Rangsit

Location Meuang District ,Prathum Thani Province.



Product SDH

Total Project Value 676 MB.

3. Perfect Masterpiece Ramkhamheang

Location Kwang Minburi,Khet Minburi, Bangkok



Product SDH


4. Perfect Masterpiece Phase 1-3 Sukhumvit 77

Location Sukhumvit Rd.,SamutPrakarn Province.

Developed by Estate Perfect Co., Ltd..


Product SDH


PROJECT’S INFORMATION

Project of Property Perfect Plc. and Subsidiaries’ on 31 December 2014.

46

ANNUAL REPORT 2014

“Perfect Place”Brand

5. Perfect Place Ramkhamhaeng-Suvarnabhumi 2 Location Kwang Minburi.,Khet Minburi, Bangkok Developed by Property Perfect Plc. Time to Develop 2011-2015 Product SDH Total Project Value 1,555 MB.

6. Perfect Place Ramkhamhaeng-Suvarnabhumi 2 (Private Zone)

(Repurchase) Location Kwang Minburi,Khet Minburi, Bangkok Developed by Property Perfect Plc Time to Develop - Product SDH Total Project Value 112MB.

7. Perfect Place Ramkhamhaeng-Suvarnabhumi (Colonial Zone)

(Repurchase) Location Kwang Minburi.,Khet Minburi, Bangkok Developed by Property Perfect Plc Time to Develop - Product SDH Total Project Value 195MB.

8. Perfect Place Rattanathibet Location Thambon Saima, Muang District , Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2005-2015 Product SDH Total Project Value 4,717 MB.

9. Perfect Place Ratchapruek Phase 1-2 Location Tambon BangrakNoi.,Muang District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2013-2015 Product SDH Total Project Value 2,567 MB.

10. Perfect Place Ratchapruek Phase 3 Location TambonBangrakNoi,Muang District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2014-2015 Product SDH Total Project Value 602 MB.

47

11. Perfect Place Rangsit Location Meuang District, PrathumThani Province. Developed by Property Perfect Plc. Time to Develop 2011-2015 Product SDH


12. Perfect Place Chaengwattana Location Cheangwattana Rd.,PakkredDistrict, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2013-2016 Product SDH


13.Perfect Place Pattanakarn-Srinakarin Location Pattanakarn Rd.,Khet Pravet, Bangkok Developed by Property Perfect Plc. Time to Develop 2013-2015 Product SDH


14.Perfect Place Exclusive Zone Ratchapruek Location Tambon BangrakNoi,Muang District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2014-2015 Product SDH


15.Perfect Place Sukhumvit77-Suvarnabhumi Location Khlong Rachathewa, Bang Phli District, SamutPrakarnProvince. Developed by Estate Perfect Co., Ltd. Time to Develop 2007-2015 Product SDH


16. Perfect Place Chiang Mai Location Tambon San Phi Sue, Muang District, Chiang Mai Province. Developed by Residence Number Nine Co., Ltd. Time to Develop 2014-2017 Product SDH


48

ANNUAL REPORT 2014

“Maneerin”/“Perfect Park”Brand17.Perfect Park RamaV-Bangyai Location Tambon Bang Maenang, BangYai District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2006-2017 Product SDH,DH


18.Perfect Park Rangsit Location Muang District ,PrathumThani Province. Developed by Property Perfect Plc. Time to Develop 2010-2015 Product SDH,DH


19.Perfect Park Suvarnabhumi Phase 1-2 Location Kwang Minburi,Khet Minburi, Bangkok Developed by Estate Perfect Co., Ltd. Time to Develop 2007-2015 Product SDH, DH


20. Perfect Park Bangbuatong Location TambonBangbuathong, Nonthaburi Province. Developed by Residence Number Nine Co., ltd. Time to Develop 2010-2016 Product SDH

Total Project Value 1,553 MB

21.Maneerin Lake&Park Ratchapruek-Tiwanon Location Tambon Bangkoowat.,Muang District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2003-2014 Product SDH,DH


49

“The Villa” /”Modi Villa”/”The Metro” Brand22. The Villa Rattanathibet. Location Tamboon Ta-It, Pakkred District, Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2006-2015 Product TH,DH


23. Modi Villa Pinklao - Outer Ring Location Tambon Salaklang, Bangkruai District Nontaburi Province. Developed by Estate Perfect Co., Ltd.. Time to Develop 2012-2016 Product TH,SDH,DH


24. Modi Villa Townhome Ladkrabang Location Tambon Klongluangpang,Muang District Chachoengsao Province. Developed by Residence Number Nine Co., Ltd.. Time to Develop 2012-2016 Product TH


25. Modi Villa Townhome Bangna Location Bangsaothong District , SamutPrakarn Province. Developed by Estate Perfect Co., Ltd.. Time to Develop 2013-2017 Product TH


26. Modi Villa Bangna Location Bangsaothong District, SamutPrakarn Province. Developed by Estate Perfect Co., Ltd.. Time to Develop 2013-2016 Product SDH,DH


27.Modi Villa Ladkrabang-Suvarnbhumi Location Tambon Klongluangpang, Muang District, Chachoengsao Province. Developed by Residence Number Nine Co., Ltd. Time to Develop 2012-2016 Product SDH,DH


50

ANNUAL REPORT 2014

28. Modi Villa Bangbuathong Location Tambon Bangbuathong, Nonthaburi Province. Developed by Residence Number Nine Co., Ltd. Time to Develop 2013-2016 Product TH,SDH,DH


29.The Metro Ramkhamheang-Outer Ring Location Khet Sapansung, Bangkok. Developed by Property Perfect Plc. Time to Develop 2013-2015 Product TH


30. The Metro Pattanakarn-Srinakarin Location Pattanakarn Rd., Khet Pravet, Bangkok. Developed by Property Perfect Plc. Time to Develop 2013-2015 Product TH


“Metro Park”/ “Metro Sky” / “The Sky” Brand31. Metro Park Sathorn Phase 1-3 Location Kwang Bangbua, Khet PhasiChareon Bangkok. Developed by Property Perfect Plc. Time to Develop 2005-2014 Product CD


32. The Sky Sukhumvit

Location Sukhumvit Rd.,Khet Bangna, Bangkok Developed by Property Perfect Plc. Time to Develop 2012-2015 Product CD


33. Metro Sky PrachaChuen Location PrachaChuen Rd.,Khet Bang Sue, Bangkok Developed by Property Perfect Plc. Time to Develop 2014-2017 Product CD


51

“Metro Luxe”/ “Bella Costa” Brand34. Metro Luxe Phaholyothin (Metro Sky Phaholyothin) Location Suthisanwinitchai Rd., Bangkok Developed by Property Perfect Plc. Time to Develop 2014-2015 Product CD


35.Metro Luxe Riverfront (Metro Riverfront) Location Rattanathibet Rd.,Muang District , Nonthaburi Province. Developed by Property Perfect Plc. Time to Develop 2014-2016 Product CD


36. Metro Luxe Rama IV Location Rama IV Rd.,Khet KhlongToei, Bangkok Developed by Property Perfect Plc. Time to Develop 2014-2016 Product CD


37. Metro Luxe Ratchada (Metro Sky Ratchada) Location Ratchadapisek Rd., Bangkok. Developed by Bright Development Bangkok Co., Ltd. Time to Develop 2014-2016 Product CD


38. Metro Luxe Kaset (Metro Sky Kaset) Location Praditmanutham Rd., Bangkok. Developed by Bright Development Bangkok Co., Ltd. Time to Develop 2014-2016 Product CD


39. Bella Costa Location Thambon PaknamPran, Pranburi District , Prachuabkirikhan Province. Developed by Property Perfect Plc. Time to Develop 2014-2015 Product CD


52

ANNUAL REPORT 2014

“iCondo” Brand 40. iCondo Ngamwongwan1

Location DuangManee Rd.,Nonthaburi Province.

Developed by Bright Development Bangkok Co., Ltd.


Product CD


41. iCondo Ngamwongwan2

Location DuangManee Rd.,Nonthaburi Province.



Product CD


42. iCondo Sukhaphiban 2

Location Seri Thai Rd., Khet BuengKum, Bangkok



Product CD


43. iCondo Sukhumvit 105

Location Sukhumvit 105 Rd.(Soi Lasal) ,Bangkok



Product CD


44. iCondo Sukhumvit103

Location Sukhumvit 103 Rd.(Soi Udomsuk),Bangkok



Product CD


45. iCondoSalaya

Location Salaya-NakornChaisri Rd.,Thambon Salaya,

Phutthamonthon District ,NakornPrathom



Product CD


53

46. iCondo PhetKasem39

Location Petkasem Rd., Bangkok



Product CD


47. iCondo Kaset

Location Prasert Manunkit Rd., Bangkok



Product CD


SDH = Single Detached House

DH = Duplex House

TH = Townhouse

CD = Condominium

54

ANNUAL REPORT 2014

Ramindra-Outer Ring RoadExpress Way

Srirach-Outer Ring RoadExpress Way

Ram

indr

a-Ar

tnar

ong

Expr

ess W

ay

2nd

Stag

eExp

ress

Way

1st StageExpress Way

Bangna-Bangpakong Express Way

Thapra

Bangsue

MinburiTaopun

PhayathaiPinklao

BangwhaBangkae

Khong Bangpai

Watcharapol

Khaerai

Pakkred

Huamark

Suvarnabhumi

Bangkapi

Laksi

Donmuang

Kukot

Thailand Cultural Centre

Laksi Circle

Rangsit

Hualampong

Ladkabang

Ramkhamhaeng

(Thammasat-Mahachai)

(Bangsue-Talingchan)

(Phayathai-Suvarnabhumi)

(Lamlukka-Samutprakarn)

(Bangsue-Hualampong-Tapra)

(Bangyai-Rajburana)

(Yodsae-Bangwha)

(Talingchan-Minburi)

(Khaerai-Minburi)

(Ladprao-Samrong)

Mass Rapid Transit AuthorityRoute of

1. Perfect Masterpiece Rattanathibet2. Perfect Masterpiece Rangsit3. Perfect Masterpiece Ramkhamhaeng4. Perfect Masterpiece Sukhumvit775. Perfect Place Ramkhamhaeng-Suvarnabhumi 26. Perfect Place Rattanathibet 7. Perfect Place Ratchapruek8. Perfect Place Rangsit9. Perfect Place Chaeng Wattana10. Perfect Place Pattanakarn-Srinakarin 11. Perfect Place Sukhumvit77-Suvarnabhumi12. Perfect Park Rama V-Bangyai 13. Perfect Park Rangsit14. Perfect Park Suvarnabhumi 15. Perfect Park Bangbuatong16. Maneerin Lake&Park Ratchapruek-Tiwanon17. The Villa Rattanathibet18. Modi Villa Townhome Ladkrabang19. Modi Villa Townhome Bangna20. Modi Villa Bangna

21. Modi Villa Pinklao-Outer Ring22. Modi Villa Bangbuatong23. Modi Villa Ladkrabang24. The Metro Ramkhamhaeng25. The Metro Pattanakarn-Srinakarin26. Metro Park Sathorn27. The Sky Sukhumvit28. Metro Sky Pracha Chuen29. Metro Luxe Paholyothin-Sutthisan30. Metro Luxe Riverfront31. Metro Luxe Rama 432. Metro Luxe Rachada33. Metro Luxe Kaset34. iCondo Ngamwongwan 35. iCondo Ngamwongwan 236. iCondo Sukaphiban 237. iCondo Sukhumvit 10538. iCondo Sukhumvit 10339. iCondo Kaset40. iCondo Petchkasem 3941. iCondo Salaya

Talingchan

MAP

55

The company and subsidiaries are developing property projects under a variety of brands, to satisfy various

needs of different target groups and to offer products at a wide price range. The projects are primarily in prime locations in

Bangkok and peripheral provinces, located along mass transit routes and community areas near universities.There are also

projects in high-potential provinces like Prachuab Khiri Khan (Hua Hin) and Chiang Mai The products are classified into two

categories.

Single detached houses, duplex houses and townhouses The company and subsidiaries’ projects cater for

customer demands which vary from location to location. They are priced from Btt1.7-Bt40 million under the following brands

Single detached house and duplex house Existing projects:

Project : Perfect Masterpiece

Price range: 9.0 - 40.0 MB.

Perfect Masterpiece RattanathibetPerfect Masterpiece RangsitPerfect Masterpiece RamkhamhaengPerfect Masterpiece RatchaphruekPerfect Masterpiece Sukhumvit 77

Project : Perfect PlacePrice range: 4.0 - 9.0 MB.

Perfect Place Rattanathibet Perfect Place RatchaphruekPerfect Place RangsitPerfect Place Ramkhamhaeng-Suvarnabhumi 2Perfect Place Sukhumvit 77-SuvarnabhumiPerfect Place Chaeng Wattana Perfect Place Pattanakarn-SrinakarinPerfect Place Chiangmai

Project : Perfect Park (formerly named Maneerin / The Villa)Price range: 2.8 - 5.0 MB

Maneerin Lake & Park Ratchaphruek-TiwamonPerfect Park BangbuathongPerfect Park Rama V- Bang YaiPerfect Park Rangsit Perfect Park Suvarnabhumi The Villa Rattanathibet

Products and Services

56

ANNUAL REPORT 2014

Project : Modi VillaPrice range: 2.5 - 5.0 MB.

Modi Villa Pinklao- Outer RingModi Villa Lat Krabang-SuvarnabhumiModi Villa BangnaModi Villa Bangbuathong

Townhouses Existing projects

Project : The MetroPrice range: 3.5 - 5.0 MB

The Metro Ramkhamhaeng-Outer Ring

The Metro Pattanakarn-Srinakarin

Project : Modi villa (Townhome)Price range: 1.7 - 3.5 MB.

Modi Villa (Townhome) Lad krabangModi Villa (Townhome) Bangna

Project : The Villa Price range: 1.7 - 3.0 MB

The Villa Ramkhamhaeng The Villa RamintraThe Villa Bangbuathong

In 2015, the company and subsidiaries plan to launch new projects and expand existing ones. This will cover a total

of 21 single detached house total value of Bt26,500 million. They will cover new locations like Ratchapruek, Rattanathibet,

Cheangwattana, Rangsit, Ramkhamhaeng, Onnuch, Pattanakarn, Romklao, Bangna, Phetkasem and New Chaiyapruek

roads. Expansion into provinces will continue, including through a villa project in Nakhon Ratchsima province

57

2. CondominiumThe company and subsidiaries have launched condominium projects under various brands. They are both low-rise (with no

more than 8 floors) or high-rise (with over 8 floors), in response to target groups’ new generation. The prices range from

Bt1-Bt11 million. The projects are primarily in prime locations in Bangkok and peripheral provinces, located along mass

transit routes and community areas near universities. Details are as follows;

Condominium Existing projects::

Project : The SkyPrice range: 2.8 - 11.0 MB.

The Sky Sukhumvit

Project : Metro Sky Price range: 1.9 - 5.0 MB

Metro Sky Prachachuen

Project : Metro LuxePrice range: 1.6 - 5.4 MB.

Metro Luxe Riverfront Metro Luxe Rama IVMetro Luxe Phaholyouthin (Metro Sky Phaholyothin) Metro Luxe Kaset (Metro Sky Kaset)

Metro Luxe Ratchada (The Sky Ratchada)

Project : The LakePrice range: 1.39 MB. (Start)

The Lake Sathorn

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ANNUAL REPORT 2014

Project : iCondo

Price range: 1.0 - 2.0 MB

iCondo Ngamwongwan1

iCondo Ngamwongwan 2

iCondo Sukhapibarn 2

iCondo Sukhumvit 103

iCondo Sukhumvit 105

iCondo Kaset

iCondo Petchakasem 39

iCondo Salaya

Project : Bella Costa

Price range: 2.95 MB. (Start)

Bella Costa Hua Hin

Project : Uniloft

Monthly rent: 8,900 Bt/Month

Monthly rent: 7,500 Bt/Month

Uniloft Chiang Mai

Uniloft Salaya (Transfer property right to

Uniloft Property Fund)

In 2015, the company and subsidiaries plan to launch 3 condominium projects worth totally Bt3,142 million on potential

locations in the Greater Bangkok and provinces, such as Ngamwongwan, Bangna and Salaya area.

The company and subsidiaries base the investment decision on customer preferences survey in each location, to finalize

target groups, development types and an appropriate price range. All projects are thoroughly reviewed by relevant business

units, also through feasibility studies on the projects which scatter on various potential locations in the Greater Bangkok.

The focus is to create quality, well-designed and environmental-friendly projects, aside from favorable pre- and after-sale

services.

After the transfer, the company and subsidiaries assure customers with a 1-year house warranty starting from the transfer

date. The Perfect Service unit is established to take care of customers who have been delivered their completed units, within

the warranty and off-warranty period. This is to ensure speedy services and guarantee customer satisfaction. Manning the

unit are loyal employees, equipped with service mind and knowledge through training

59

Moreover, the company and subsidiaries put in place community management practices, to cover the provision of recreation

areas, utilities and infrastructure inside the projects until the construction works are finished and transferred to the estate

committee or the juristic body.

3. Land BankThe Company has the policy to buy land plots for the development of projects by the Company and those in the group,

without any intention to speculate on the prices in the short or long term. However, the Company will consider selling land

plots that demonstrate no potential for future development. The Company will also consider selling the plots near existing

projects, which do not support the future development policies of the entire group of business or do not offer commercial

values to outsiders. In selling the plots, aside from the prices which must be reasonable, the Company will also ensure

that the buyers would not turn the plots into property projects which would pose direct competition against the Company’s

projects in the particular areas. Or, the plots should be developed into properties which will boost the value of the group’s

projects located nearby.

4. Rental Dormmitory BusinessThe Company and subsidiaries develop dormitories having the students, lecturers and staff of key universities across the

country as main target. The business offers a great potential due to the increasing size of the target group. Dormitories

under “Uniloft” brand are launched. Differentiating them from other dormitories are the separate zones for male and female

tenants, the entry cards for particular zones, common areas, as well as a complete range of facilities and services

5. Retail BusinessThe Company and subsidiaries draw up a plan to develop shopping malls, office buildings and commercial areas. In the first

phase (1-2 years), a community mall will be developed. This will be followed by a closed shopping mall and office for rent.

The subsidiaries are now developing 3 shopping malls including the community malls on Kalapaphruek Road and one in

Soi Sukhumvit 77. The project on Kalapaphruek Road is expected to complete partially in the fourth quarter of 2014 and

completely in the second quarter of 2015, respectively. The project in Soi Sukhumvit 77 is expected to be completed in

the fourth quarter of 2015. The third project is on Ratchadapisek Road which is expected to start commercial operations

within 2016.

6. Hotel and Resort BusinessThe Company operates a hotel and resort business abroad, owning Kiroro Resort in Akaigawa-mura, Hokkaido, Japan.

The ski resort is located on a 292-rai plot, where two four-star hotel buildings are located. There are 422 hotel rooms, from

22sqm standard rooms to 149sqm suites. The resort’s average occupancy rate in 2013 was 57.4% while the average in the

first nine months of 2014 was 65.2%. Considered one of the best ski resorts in Japan, it boasts the scenery that supports

travel at all seasons. Akaigawa-mura is also well-known as the second most beautiful village in Japan. The resort offers a

complete range of facilities such as function rooms, restaurants and a bar, hot spring, a swimming pool, souvenir shops and

recreational areas. The Company is now reviewing business plans for the resort.

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ANNUAL REPORT 2014

Total revenue structure from sales by product type The company and subsidiaries main sizeable revenue from property development for sale. The products are both

low-rise and high-rise, ranging from single houses, duplex houses, townhouses to low rise and high rise condominiums.

The revenue structure in 2014 and the 3 preceding years are as follows:

Consolidated financial statements2012 (Revised) 2013 2014

MillionBaht % Million

Baht % MillionBaht %

Revenue from sales of land and houses 7,489.5 80.8 6,836.5 60.9 6,275.6 49.1

Revenue from sales of residential

condominium 1,180.6 12.7 2,626.4 23.4 3,667.1 28.7

Revenue from sale of land for development 147.9 1.6 529.5 4.7 1,628.7 12.7

Revenue from hotel operations 275.7 3.0 1,018.4 9.1 844.7 6.6

Other income

Interest income 11.2 0.1 19.2 0.2 26.7 0.2

Revenue from forfeiture of down payment 8.9 0.1 7.0 0.1 13.5 0.1

Income from investment in associate - - - - 77.3 0.6

Gain a bargain purchase 37.0 0.4 - - - -

Others 118.9 1.3 191.7 1.7 251.8 2.0

Total revenue 9,269.7 100.0 11,228.7 100.0 12,785.4 100.0

The financial statements showed that land and house sale generated 80.0%, 60.9% and 49.1% of total revenue in 2012,

2013 and 2014. Condominium business generated 12.7%, 23.4% and 28.7% of revenue, respectively. Proceeds from the

sale of vacant land plots accounted for 1.6%, 4.7% and 12.7%. The hotel business generated Bt275.7 million, Bt1,018.4

million and Bt844.7 million, or 3.0%, 6.5% and 6.6%, respectively. The statements also showed earnings from investment

in associated companies booked before Item: Profit before financial expense and tax, worth Bt27.8 million, Bt59.8 million

and Bt60 million in the years.

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Land and Houses Sale Revenue Structure by Product TypeHouse and condominium sale revenue from various projects are as follows;

2012 2013 2014

Project MB % MB % MB %

Brand “Perfect Masterpiece”

Maneeya Masterpiece Exclusive Zone - - 8.0 0.1 40.5 0.6

Perfect Masterpiece Ekamai - RamIntra 6.0 0.1 197.2 2.9 - -

Perfect Masterpiece Rattanathibet 285.4 3.8 378.5 5.5 282.9 4.5

Perfect Masterpiece Rama IX 1,125.1 15.0 253.2 3.7 - -

Perfect Masterpiece Rachapruek 249.2 3.3 243.7 3.6 16.4 0.3

Perfect Masterpiece Ramkhamhaeng 452.8 6.0 267.0 3.9 173.4 2.8

Perfect Masterpiece Rangsit 186.8 2.5 131.3 1.9 338.4 5.4

Perfect Masterpiece Sukhumvit 77 - Suvarnabhumi** 186.5 2.5 495.6 7.2 333.5 5.3

Maneerin Masterpiece Rangsit 15.0 0.2 - - - -

Brand “Perfect Place”

Perfect Place Rattanathibet Phase 1 12.9 0.2 6.7 0.1 - -

Perfect Place Rattanathibet Phase 2 532.7 7.1 575.3 8.4 452.5 7.2

Perfect Place Ramkhamhaeng - Suvarnabhumi

(Private Zone) - - 93.1 1.4 12.4 0.2

Perfect Place Ramkhamhaeng - Suvarnabhumi (Colonial) - - 75.0 1.1 67.1 1.1

Perfect Place Ramkhamhaeng - Suvarnabhumi (Exclusive Zone) 51.1 0.7 6.7 0.1 79.6 1.3

Perfect Place Ramkhamhaeng - Suvarnabhumi (Lake Zone) 30.9 0.4 - - - -

Perfect Place Ramkhamhaeng - Suvarnabhumi (2) 280.3 3.7 278.2 4.1 226.7 3.6

Perfect Place Ramkhamhaeng - Suvarnabhumi Phase 2-3 30.4 0.4 - - - -

Perfect Place Lakeside Home Ramkhamhaeng - - - - 9.6 0.2

Perfect Place Ratchapruek Phase 1 619.7 8.3 96.4 1.4 - -

Perfect Place Ratchapruek Phase 2 - - 232.5 3.4 224.7 3.9

Perfect Place Ratchapruek Phase 3 - - - - 82.2 1.3

Perfect Place Ratchapruek (Exclusive Zone) - - - - 52.3 0.8

Perfect Place Rangsit 150.0 2.0 126.5 1.9 112.1 1.8

Perfect Place Chaengwattana - - 76.1 1.1 288.5 4.6

Perfect Place Sukhumvit 77 - Suvarnabhumi** 505.1 6.7 432.0 6.3 345.7 5.5

Perfect Place Pattanakarn - Srinakarin - - - - 297.6 4.7

Perfect Place Chiang Mai*** 17.5 0.3

Maneerin Lake&Park Ratchapruek - Tiwanon 92.3 1.2 105.1 1.5 33.9 0.5

Maneerin Park2 Rangsit - - - - - -

Maneerin Rattanathibet - - - - 4.2 0.1

Perfect Park Ramkhamhaeng - Suvarnabhumi 4.3 0.1 - - - -

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ANNUAL REPORT 2014

2012 2013 2014


Perfect Park Rama V - Bangyai Phase 1-5 538.7 7.2 514.2 7.5 403.8 6.4

Perfect Park Rangsit 102.0 1.4 166.0 2.4 179.9 2.9

Perfect Park Suvarnabhumi Phase 1-2** 373.1 5.0 447.0 6.5 286.3 4.6

Perfect Park Bangbuathong *** 204.7 2.7 281.9 4.1 183.3 2.9

Brand “The Villa” / “The Metro”

The Villa Rattanathibet 321.7 4.3 358.5 5.2 381.9 6.1

The Metro Rama IX 364.0 4.9 - - 5.4 0.1

The Metro Sathorn 57.7 0.8 - - - -

The Metro Ramkhamhaeng - Outer Ring - - 60.7 0.9 128.5 2.0

The Metro Pattanakarn - Srinakarin - - 95.3 1.4 253.3 4.0

The Villa Ramkhamhaeng - Suvarnabhumi** 56.7 0.8 4.7 0.1 4.0 0.1

The Villa RamIntra - Outer Ring** 281.1 3.8 36.8 0.5 3.4 0.1

The Villa Bangbuathong*** 213.5 2.9 140.7 2.1 4.7 0.1

The Villa (Townhome) Ladkrabang - Suvarnabhumi** 23.7 0.3 86.5 1.3 84.6 1.3

Modi Villa Ladkrabang - Suvarnabhumi*** 26.3 0.4 83.8 1.2 91.1 1.5

Modi Villa Pinklao - Outer Ring** 101.9 1.4 214.1 3.1 273.5 4.4

Modi Villa Bangna** - - 7.2 0.1 58.0 0.9

Modi Villa (Townhome) Bangna** - - - - 88.0 1.4

Modi Villa Bangbuathong*** - - 193.1 2.8 334.3 5.3

Other

Maneeya 4 - - - - - -

Nantana Garden 1 - - - - - -

Nantana Garden Teparak - - - - - -

Maneerin Rattanthibet - - - - 4.2 0.1

Bright Shop House Ramkhamhaeng**** 8.0 0.1 26.8 0.4 - -

Villa Shop House Ramkhamhaeng 174** - - 41.2 0.6 - -

Total Revenue from the Sale of land houses 7,489.6 100.0 6,836.5 100.0 6,275.6 100.00

Remark :

** 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.

As shown in the balance sheet, sales revenue of Property Perfect in 2012 - 2014 are Bt5,509.0 million, Bt4,345.2 million

and Bt4,167.8 million, respectively. In the same period, subsidiaries’ revenue are Bt1,980.6 million, Bt2,491.4 million and

Bt2,107.8million, respectively.

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Sale of Condominium Units Revenue Structure by Product Type 2012 2013 2014


Brand “Metro Park / Metro Sky”

Metro Park Sathorn 574.3 48.6 334.7 12.7 369.4 10.1

Metro Sky Ratchada**** 606.3 51.4 3.7 0.1 - -

Brand “iCondo”

iCondo Ngamwongwan 1**** - - 431.4 16.4 79.9 2.2

iCondo Sukhumvit 105**** - - 446.1 17.0 625.3 17.1

iCondo Sukhapiban 2 **** - - 396.1 15.1 514.8 14.0

iCondo Sukhumvit 103**** - - 500.4 19.1 869.7 23.7

iCondo Kaset**** - - - - 290.5 7.9

iCondo Ngamwongwan 2**** - - - - 234.2 6.4

iCondo Petchkasem 39**** - - - - 435.0 11.9

iCondo Salaya**** - - - - 284.4 6.8

Brand “Uniloft”

Uniloft Salaya 5 rai - - 514.0 19.6 - -

Total Revenue from the Sale off Codominium Units 1,180.6 100.0 2,626.4 100.0 3,667.1 100.0

Note:

**** 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 2012 - 2014 are Bt574.3million, Bt.334.7million

and Bt369.4 million, respectively. In the same period, subsidiaries’ revenue are Bt606.3million, Bt2,291.7million and

Bt3,297.7million, respectively.

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ANNUAL REPORT 2014

Marketing and CompetitionMarketing Product Strategies

Design

The Company and subsidiaries’ property development business takes into consideration the consumer

demand and satisfaction survey as well as market competition, to respond each customer group’s preferences

and improve the Company’s competitiveness. The Company and subsidiaries have developed a variety of

products – single detached houses, duplex houses and townhouses – which come up with stunning designs

and functions that fit Thais’ lifestyles and Thailand’s climate. The Company’s architectural team is highly

experiences in this task and has been working closely with leading architectural firms to launch new innovation.

In the past year, the Company and subsidiaries re-launched the well-received Urbanista Collection. The more

modern look allows fresh benefits for the marketing team. Meanwhile, despite the minor change, the collection

maintains the functional designs and usable space, which has made it popular. The collection comes with

two series.

City Life Series to lure target groups of Perfect Park brand

Smart Life Series to lure target groups of Perfect Place brand

The Urbanista Collection is designed to satisfy the new generation’s lifestyle. The natural modern style comes

with functional designs, allowing the flexibility to suit different lifestyles under the “flexible space” concept.

Sky Terrace : The new personal rest area, extended from the bedroom, to enjoy the spacious verandah and

the natural breeze. It can be turned into a coffee corner in the morning or the open reading room.

Dining Room : Designed to face the garden and prevent the spread of food smell to the living room. Connecting

the pantry, it offers convenience in food preparation for small parties.

Window Corner : A bedroom corner facing the open space outside. The spacious verandah extends in two

sides, for perfect recreation.

Walk-in Closet : The special corner inside the bedroom, which can be converted for other activities like

reading or TV watching.

65

The company and subsidiaries’ condominiums are both low-rise (with no more than 8 floors) and high-rise

(with over 8 floors), offered under various brands in line with the project type and target groups. The Company has put emphasis on project layouts, with focus on the usable space of the overall area that

encompasses the central area and room space. The projects must portray a modern and stylish look, reflecting the urban lifestyle.

Quality The Company and subsidiaries construct houses and townhouses through experienced contractors who have

worked with the Company or shown credible track records. The contractors are demanded to follow the Company’s designs, constructing the units with quality materials. The construction is closely monitored to ensure timely delivery. Contractors are also allowed to propose and comment on construction methods. For example, they can choose whether to use the conventional method or the prefabricated or precast system, in delivering quality products with the specified budgets.

However, several construction-related obstacles are foreseeable, such as labor shortage, the increase in construction material prices and shorter delivery period. The Company and subsidiaries have expanded the number of prefab houses. The Tunnel Formwork1 system was adopted to tackle the obstacles. At present, in the projects that adopt the system, the Company ably reduces the construction period from 6-8 months to 4-5 months. The Company also puts emphasis on the quality of construction materials. SCG Building Materials Company Limited is now the major supplier of such materials, to assure buyers of the durability and quality designs. The Company and subsidiaries manage the cost of materials through bulk orders. This increases the Company’s bargaining power and allows the Company to determine the development cost more precisely. The Company and subsidiaries also partner with SCG Building Materials in the construction of houses with the Modular2 system. “SCG HEIM Innovative House” offers beautiful look, safety and value. High technology is involved in all construction stages, aside from high-quality materials and precise quality control. The innovative product is an option to consumers who are interested in innovation. It is now available at premium projects.

Note

1 Tunnel Formwork system allows the casting of tunnel moulds. On the moulds, concrete walls and floors can

be built in one operation.

2 Modular is an innovative precast construction system. The steel structure and materials are designed by a

computer programme, to ensure that the houses can withstand earthquakes, floods and other disasters.

The Company and subsidiaries mainly build and offer complete houses to customers. The houses must be

completed before putting on the market, which allows customers to view the completed units and immediately

move in. The houses can be transferred within a month after the purchase.

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ANNUAL REPORT 2014

Regarding condominium development, the Company and subsidiaries plan to launch more projects. More focus

will be placed on every stage of construction, from the selecting of only established and experienced contractors.

The Company and subsidiaries have a special team to closely work with the contractors. Consultants with experience

in high-rise development are also hired to oversee the construction management, to ensure that the construction

works meet engineering standards and requirements on quality and safety. The consultants will also ensure the

construction is completed on schedule. In the past few years, the Company and subsidiaries have awarded most

construction contracts to Italian-Thai Development Public Company Limited and Saeng Fa Construction Company

Limited which are established and able to deliver standardized services. The construction works will be monitored

by the Company’s engineering and construction management teams, to ensure that standards are maintained.

There is a central team to monitor construction standards plus engineering advisors for all projects. There are

training courses and field trips for the engineering and construction management teams, as well as training for

contractors. Construction manuals that contain quality check stage by stage are handed out to the Company’s

teams and contractors.

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 phase1

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

- In 2008, the company won the “Outstanding Energy-Saving Estate” award from the Energy Ministry’s

Department of Alternative Energy and Efficiency, from a list of home and project designs that boasted energy-

saving features like designs, fixtures, space planning and management. The company’s products won the

following 10 awards;

3 in the category of small detached houses with below 200 sqm of usable space, for Perfect Place

Rattanathibet and Perfect Place Sukhumvit 77-Suvarnabhumi projects

2 in the category of medium-sized detached houses with 200-300 sqm of usable space for Perfect

Masterpiece Rattanathibet

1 in the category of townhouses with below 120sqm in usable space for The Villa Rattathibet project

1 in the category of townhouses with over 120sqm in usable space for The Metro Rama IX

Award in the category of a small development project with no more than 99 development lots for Maneerin

Park 2 Rangsit project.

Award in the category of a medium development project with 100-299 development lots for Perfect

Masterpiece Ekamai-Ramintra project.

Award in the category of a large development project with 300 development lots or over for Perfect

Place Sukhumvit 77-Suvarnabhumi project.

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In 2012, Perfect Masterpiece Rattanathibet was named the “Best Housing Development” in Thailand Property

Awards 2012, recognized as an excellent housing estate, while Perfect Place Rangsit was awarded a plaque

honoring it as an outstanding private housing project.

In 2014, Perfect Place Chaeng Wattana and Perfect Masterpiece Rangsit were named outstanding energy-saving

projects.

In addition, the company provides public gardens, lakes, large and perfect club houses . The company has teamed

up with business partners to open their shops in the club house areas such as restaurant , Fitness Center, 7-11

Convenience stores and True coffee - Coffee Shop. These facilities differentiate the company’s projects from

others’, creating the friendly ambience to residents who have warmly welcomed the concept.

Pricing The company and subsidiaries has policy to set prices based on the economic condition, market demand and competition

in all of products such as Single Detached house, Duplex house, Townhouse and condominium . 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 and subsidiaries have offered various project types and prices to serve different demand as follows :

Products in the category are priced from Bt1.7 million to Bt40

million, to meet the purchasing power of various target groups.

Products in the condominium category are priced from Bt1 million to Bt11 million.

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ANNUAL REPORT 2014

The table described residence prices by brand

Pricing (Unit: Million Baht)

Type 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

Condomimium

Bt9.0 - 40 Million

Bt4.0 - 9.0 Million

Bt2.8 - 11 Million

Bt3.0 - 8.0 Million

Bt1.9 - 5.0 Million

Bt1.6 - 5.4 Million

Bt3.0 - 5.0 Million

Bt3.5 - 5.0 Million

Bt1.3 - 3.0 Million

Bt1.0 - 1.2 Million

Bt1.0 - 2.0 Million

Bt1.7 - 3.5 Million

Bt2.5 - 5.0 Million

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Place

The projects of the company and subsidiaries 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) which will be

operated in 2015, Red Line (Bang Sue-Rangsit) and Pink Line (Khaerai-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 and Western Motorway road that link Bangyai-Ban Pong-Karnchanaburi .

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 Crystal shopping

center.

- In the East,

New projects will be located on main roads along the Airport Rail Link, the Pink Line (Khaerai-Min Buri) which

will be operated in 2017, 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, iCondo)

- Provinces

The Company and subsidiaries first ventured into provincial markets for the first time in this year, focusing

on the provinces that offer high growth potential for residential development. Perfect Place Chiang Mai was

launched in the province, to offer single houses near the city area. A beachfront condominium project, Bella

Costa Huahin, was launched near the scenic Khao Tao mountain.

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ANNUAL REPORT 2014

Promotion

Advertising & PR The Single Detached House, Townhouse and condominium projects of the company and subsidiaries have

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 achieve the objective of Public relation, 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.

The company and subsidiaries launched an offensive strategy to market products through online marketing

channels, thanks to the growing usage of technology among today’s customers. The budget for online advertising

has been on the rise. Aside from websites, it is spent on the search engine and web banners to create awareness.

Aside, there is the E-Direct Mail service to reach a particular group of customers. Social network channels are

introduced, covering Facebook, Twitter and Instagram, to promote the organizational image and enhance confidence

in the organization. The mobile media and applications have been adopted, to facilitate access to the company’s

information. The company and subsidiaries also host special marketing activities for customers who accessed

information through the websites. These customers are asked to register online for site visits and registered

customers are awarded a special privilege. This is to promote the interactive communication channel and it has

been warmly welcomed. This also allows effective data collection and follow-ups.

The company and subsidiaries have 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.

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Brand Building Strategies The brand building of the company’ and subsidiaries 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.

House (Happy with Perfect Quality) 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. Focus is also on standard materials and the thorough quality control of the construction process. The construction works are closely and thoroughly monitored and applied modern technology like the prefabrication which ensures short construction period but standard quarter. A final check before transfers is required.

In 2013, the company and subsidiaries also adopted the ISO9001: 2008 standards, dealing with quality management. The quality management system will be adopted for the low-rise development projects of the company and subsidiaries, to warrant customer satisfaction.

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.

Living in the environment and society that supports one’s lifestyle is true happiness. The Company promotes activities in housing and condominium projects. The central areas are spacious and fully equipped with facilities. For example, large fitness clubs are available at housing estates, where dwellers can enjoy a swimming pool, aerobic classes, shops and other services. The central areas are also designed for recreational family activities, reducing the need to venture outside the projects.

Near-nature environment is provided, with the larger

central space which offers floral trees and large lakes for cool living amid fresh air. Focus is also on energy-

saving and environmental-friendly materials, reflective green glass and heat-insulating gypsum boards.

Artificial materials have also been introduced to help save the environment, including the laminate floor that

looks like real wood and is equally durable; and aluminum window sills which are both durable and beautiful.

which will lead to the company’ and subsidiaries have 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.

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ANNUAL REPORT 2014

Competition

Like in 2014, developers in 2015 generally tend to direct their energy towards addressing the demand that rises in line

with large infrastructure projects like mass transit routes, expressways and the future regional transport networks. In their

attention are also the urbanization of suburbs and expansion in downtown areas, as the Asean Economic Community will

start. However, political and economic factors still pressure consumer confidence and the residential market. This would

somewhat influences land developers’ business strategies. Most developers are cautious in launching new projects. Their

attention is tilted towards locations that clearly offer growth potential, the release of inventory and the delivery of as many

units as targeted. Financial liquidity will be maintained to cushion against marketing and revenue shocks, which may arise

amid the murky economic condition.

On the product strategy, developers focus on residential development in high-growth locations and locations along

major transport routes. As the purchasing power declines due to the economic instability and higher household debt, most

developers focus more on more affordable products like townhouses and cheap condominiums. Or, they will compete in the

upscale segment, where competition is low and the target group is the least affected. Low-rise development is expected to

least witness negative impacts, as the buyers purchase the units for living. Low-rise projects also benefit from the expansion

of suburban areas, thanks to better transport networks.

Meanwhile, the condominium segment may show a stable growth or even slightly contract after a sharp growth rate in

the past two years as well as the huge number of sold units which will be gradually transferred.

On the marketing front, most developers have delayed spending plans, which cover advertising spending, on the belief

that such would not yield reasonable impacts in this circumstance. The marketing activities are now geared towards all target

groups and adjusted to better cope with the current situation, to maintain or raise their market shares. Online marketing

activities have been enhanced in line with the changing consumer lifestyle.

The developers have been avoiding a price war, to maintain the profit margin against the advance in production cost.

Property prices tend to rise in line with the production cost, once the market recovers. Developers have adjusted unit size,

improved the functions, and cut unnecessary details, to offer the best value for money. This will help boost the purchasing

power of customers for units in their desirable locations. Meanwhile, the adoption of more prefabricated technology has cut

the construction cost and offered development speed, which will improve their ability to address the changes in market

condition. It will also help reduce cost volatility and circumstantial risks, and ultimately strengthen their competitive edge.

Real Estate Industry Overview and OutlookThe Thai economy expanded 0.7% in 2014, when household consumption increased by 0.3% and private

investment declined 2.8%. Export revenue contracted by 0.3% while inflation was at 1.9%. The economic condition

weakened due to internal and external factors as well as political factors. This pressured consumption and public

spending as well as private consumption and investment. In 2015, the Office of National Economic and Social

Development Board forecasts 3.5-4.5% economic growth. Public spending and investment in mega projects are

expected to be the main engine, supported by low inflation. However, the global condition tends to remain volatile,

which will affect exports and tourism while private sector confidence remains fragile in light of high household debt ratio.

73

The residential market in 2014 showed slight contraction from 2013, mostly due to a decline in new condominium

units. Higher land prices and political instability also discouraged the launch of new projects in 2014. Developers also needed

to complete under-construction projects. As such, the number of registered residential units and transfers declined. Developers’

decision to delay new projects and speed up transfers should bring back a balance to the condominium market. If consumer

confidence and purchasing power pick up, the condominium market should enjoy brisk sales. This is supported by the

expansion of the electric train networks as well as the density of downtown areas, ahead of the start of the AEC. Meanwhile,

the low-rise market should gradually recover, allowing developers to release their stocks and launch new projects. The

development will mostly take place along transport networks particularly new electric train routes and the extension parts,

as well as expressways and the new Chao Phraya River bridge. These allow the urbanization in suburban areas, where ones

can find jobs and shopping malls which have become the major reasons in boosting residential demand in the particular

areas. However, a sharp increase in land prices will remain a key challenge for future development, aside from consumer

confidence and purchasing power. High household debt would further dent the purchasing power, while income may be

affected by economic difficulties. This will affect demand and purchasing power. However, the residential market is expected

to show growth soon if the economy expands as expected and developers come up with strategies that address the issue

of purchasing power.

The number of transferred units in Bangkok and peripheral provinces in 2014 contracted 7% from 2013, while the

value dropped by 4%. The number of complete units in the area fell by 1%. The number of low-rise units introduced in the

year increased by 3% from 2013, while condominium units dropped by 22%. The number of all residential units launched

in the year dropped by 13% on average, while the value declined by 11%. This reflects contraction in the market.

The number of transferred residential units in Bangkok and peripheral provinces stood at 170,135 units in 2014,

down by 7% from 2013. The value of transferred units totaled Bt417,412 million, down by 4%. (Source: Government Housing

Bank’s Real Estate Information Center) Of total, low-rise units accounted for 103,447 units, down by 3% from the previous

year. Their combined value of Bt266,369 million also dropped by 3%. Meanwhile, condominium units accounted for 36%

and 34% of the overall transferred residential units and the combined value. In the year, 66,688 condominium units were

transferred, down by 11%. Their combined value was Bt151,043 million, down by 6%

The number of registered residential units in Bangkok and peripheral provinces stood at 131,374 units in 2014,

down by 1% from 2013. Of total, low-rise units accounted for 58,453 units, down by 1% on year, while condominium units

accounted for 72,921 or 56% of total. The number

slightly fell by 2% on year. (Source: Government

Housing Bank’s Real Estate Information Center) This

showed continued deterioration in the residential

market from 2013.

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ANNUAL REPORT 2014

No. of newly-registered units in Greater Bangkok (1996-2014) (By category)1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Single house 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 31,745 31,465 34,452

Duplex house 791 1,009 196 178 539 227 80 1,144 945 678 965 1,556 2,296 1,138 1,520 1,462 1,173 2,601 2,862

and shophouse 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 13,693 26,792 21,139

Condominium 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 78,391 71,440 72,921

Total 176,616 148,631 67,054 29,029 33,074 33,980 37,182 56,085 69,050 71,713 79,757 75,530 85,579 94,977 106,893 81,856 125,002 132,302 131,374

Source: Real Estate Information Center, Government Housing Bank

Graphic 1: No. of registered units in Greater Bangkok during 1996-2014 (by category)

Source: Real Estate Information Center, Government Housing Bank

On the supply side, developers still launched more condominium projects, with focus on the areas where the new mass

transit routes and extended sections will pass. The number of townhouses and twin houses under development also rose,

as it became more difficult to find cheap single houses. Cheap townhouses were introduced to attract buyers who are looking

for single houses. In 2014, 114,046 units were launched, down by 13% from the previous year. Their combined vale also

showed an 11% drop. (Source: Agency for Real Estate Affairs) The number of newly launched units declined mainly because

only 65,298 condominium units were launched, which represented a 22% drop from the previous year. Condominium units

accounted for 57% of all residential units launched in the year. Meanwhile, 13,830 single houses were launched, up slightly

by 8%. A number of 29,815 townhouses and shophouses were launched, showing a 1% decrease.

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

176,

616

148,

631

67,0

54

29,0

29

33,0

74

33,9

80

37,1

82 56,0

85 69,0

50

71,7

13

79,7

57

75,5

30 85,5

79 94,9

77 106,

893

81,8

56

125,

002

Condominium

0

50,000

100,000

150,000

200,000

132,

302

137,

031

75

Newly-launched units in 2013 and 2014

2013 2014 Change %

Single detached house 12,789 13,830 8%

Duplex house 4,437 5,103 15%

Townhouse and Shophouse 30,074 29,815 -1%

Condominium 84,250 65,298 -22%

Total 131,550 114,046 -13%

Source: Agency for Real Estate Affairs

Source: Agency for Real Estate Affairs

The residential demand in 2015 tends to be influenced by real demand, aside from the stimulation from urbanization and transport network expansion. Political instability and unclear economic direction - which dampens consumer Meanwhile, the purchasing power could also be weakened by the more stringent lending criteria, an increase in household debt, and an increase in asking prices in line with the construction cost. confidence - are the key factors to influence sale and revenue. Should the political situation be more stable and the economic recovery gains momentum, consumers should regain confidence. Low-rise development tends to grow on real housing demand, while high-rise development may show a slower growth rate thanks to the sharp expansion in the past two years.

The segment maintains a bright growth prospect, though.

Single DetachedHouse

DuplexHouse

Town Houseand shophouse

Condominium

+1%

+86%

+23%

+35%

20132014

12,720 12,789

2,3804,437

24,390

30,074

62,548

84,250

76

ANNUAL REPORT 2014

SECURITIES AND SHAREHOLDERS

1. Common shares

Accounting year 31 Dec. 2012 31 Dec. 2013 31 Dec. 2014

Registered capital

- Value (Bt) 5,961,161,256 5,961,161,256 10,737,610,610

- No. of shares 5,961,161,256 5,961,161,256 10,737,610,610

Registered capital

- Value (Bt) 5,641,047,963 5,782,930,655 5,782,951,655

- No. of shares 5,641,047,963 5,782,930,655 5,782,951,655

- Par value (Bt. /Shares) 1.00 1.00 1.00

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.

As of 31 December 2013, the company’s registered capital totaled Bt5,961,161,256 (5,961,161,256 shares at Bt1 par value)

while the paid-up capital totaled Bt5,782,930,655 (5,782,930,655 shares at Bt1 par value).The amount increased due to the

exercise of warrants (PF-W3) into common shares worth Bt141,882,692 (141,882,692 shares at Bt1 par value). The new

shares were registered with the Commerce Minister on 3 April 2013 and 9 July 2013.

On 29 July 2014, shareholders at the 1/2014 extraordinary meeting reached the following resolutions:

1. Reduce the Company’s registered capital from Bt5,961,161,256 (5,961,161,256 shares at Bt1 par value) to

Bt5,960,980,722 (5,960,980,722 shares at Bt1 par value), by cancelling 180,534 shares (worth Bt180,543 at Bt1

par value) reserved for the exercise of expired warrants (PF-W2) issued to creditors in the rehabilitation plan.

2. Increase the registered capital from Bt5,960,980,722 (5,960,980,722 shares at Bt1 par value) to Bt10,737,610,610

(10,737,610,610 shares at Bt1 par value), by issuing 4,776,629,888 shares at Bt1 par value to the shareholders

of Thai Property Plc. and shareholder of Grand Asset Plc. who agree to the Company’s tender offers for their

shares. Some shares are also reserved for the exercise of the Company’s warrants issued in 1/2012 (PF-W3).

Details are as follows:

77

2. Shareholder

Major Shareholder

As of 31 December 2014, the company’s registered capital totaled Bt10,737,610,610 (10,737,610,610 at Bt1 par value) while

the paid-up capital totaled Bt5,782,951,655 (5,782,951,655 shares at Bt1 par value) The first 10 largest shareholders are;

Rank The first 10 largest shareholders No. of shares %

1 ANDAMAN LONGBEACH RESORT COMPANY LIMITED /1 564,426,331 9.76

2 SOMERS (U.K.) LIMITED/2 410,000,000 7.09

3 JAPAN ASIA GROUP LIMITED /3 381,050,475 6.59

4 Natee International Law Office /4 291,494,374 5.04

5 Mrs.Sumalee Ongjarit 214,981,874 3.71

6 Miss Sajee Lipisuntorn 158,400,000 2.74

7 BUALUANG LONG TERM EQUITY FUND 132,967,400 2.30

8 Provident fund of Employee of Electricity Generating Authority of Thailand. 120,275,000 2.08

9 BUALUANG LONG TERM EQUITY FUND 75/25 119,895,600 2.07

10 Pacific Phuket Co., Ltd. /5 117,628,000 2.03

Data from Thailand Securities Depository Co., Ltd.

2.1 Reserve 1,596,592,736 shares at Bt1 par value for the tender offers for Thai Property Plc. as payment to

the company’s shares sold to the Company.

2.2 Reserve 3,161,773,631 shares at Bt1 par value for the tender offer for Grand Asset Plc., as payment to the

company’s shares sold to the Company.

2.3 Reserve 18,263,521 shares at Bt1 par value for the adjustment of 1/2012 warrants (PF-W3) accordingly to the

condition binding the issuers

The new shares were registed with the commerce Ministry on 31 July 2014

As of 31 December 2015, the Company’s registered capital stood at Bt10,737,610,610 (10,737,610,610 shares at Bt1 par

value), with Bt5,782,951,655 (5,782,951,655 at Bt1 par value) being paid-up.

78

ANNUAL REPORT 2014

Note

1/ ANDAMAN LONGBEACH RESORT COMPANY LIMITED is 100% owned by Resort Holding Company Limited, There were 3 major

shareholders are; 1) Wahkit Finance Limited own 45% registered in aboard. Property Perfect Public Company Limited was informed by

Andaman Long beach 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. 2) Other

shareholders of Resort Holding are Mr. Methee Tanmanatrakul (45%) and 3) Mr. Chaiwat Aswintrangkul (10%). Mr Methee and Mr.

Chaiwat are authorized to sign obligations involving Andaman Long beach resort and Resort Holding co.,Ltd. There is no connection

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

The Company’s directors or executives have no relationship – as directors, executives, shareholders or controlling entities - with

Wahkit Finance Limited, Resort Holding Company Limited and Andaman Long Beach Resort Company Limited.

2/ Hong Kong and Shanghai Banking Corporation Limited, Fund Services Department is the juristic entity owns a similar number of

shares in the Company that Somers (UK) Limited once owned. The Company assumes that Hong Kong and Shanghai Banking, Fund

Services Department and Somers (UK) should be an identical shareholder. The Company was informed by Hong Kong and Shanghai

Banking Corporation (Thailand) that Hong Kong and Shanghai Banking, Fund Services Department, Fund Services Department is

incorporated in the United Kingdom to provide a custodian service. The Company’s executives and/or individuals related to the

Company and/or subsidiaries do not have any relationship with this shareholder. The shareholder did not own shares in the Company’s

subsidiaries or have any relationship with them.

3/ 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.

79

4/ 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.

5/ Pacific Phuket Company Limited is 100% owned by Andaman Villa Company Limited. Andaman Villa’s major shareholders are 1) Mrs

Ruedee Noranitipadungkan, 40%, 2) Mrs Napaporn Buraprateep, 40%, and 3) Mr Vichai Jitseree, 20%. Andaman Villa and Pacific

Phuket have Mr Vichai Jitseree and Mrs Ruedee Noranitipadungkan as directors. The Company and the two companies do not have

the same major shareholders, share any director or executive, or are related through a nominee account. The Company’s directors

and executives are not the directors or executives of Andaman Villa or Pacific Phuket or have the controlling power over the two

companies.

3. Other Securities 3.1 Warrants A) Free warrants to right offering subscribers:

Shareholders at the annual meeting on 29 April 2011 approved the issuance 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.7.1 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 (Warrants per Shares)

Warrants (PF-W3) 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.

80

ANNUAL REPORT 2014

In March 2013, the company received advance payment worth Bt41,750,492 for the exercise of 41,750,492

warrants (for 41,750,492 shares at Bt1 par value). The new shares worth Bt41,750,492 were registered with

the Commerce Ministry on 3 April 2013.

In June 2013, the company received advance payment worth Bt100,132,200 for the exercise of 100,132,200

warrants (for 100,132,200 shares at Bt1 par value). The new shares worth Bt100,132,200 were registered

with the Commerce Ministry on 9 July 2013. as of 30 June 2013, outstanding warrants totaled 178,050,002 units.

In September 2013, no warrant was exercised, leaving the outstanding number at 178,050,002 units.

In December 2013, no warrant was exercised, leaving the outstanding number at 178,050,002 units.

In March 2014, no warrant was exercise, leaving the outstanding number at 178,050,002 units.

In June 2014, no warrant was exercise, leaving the outstanding number at 178,050,002 units.

In September 2014, the Company received advance payment for the exercise of 21,000 warrants (for 21,000

shares at Bt1 par value) worth a total of Bt21,000. The outstanding number of warrants stood at 178,029,002 units.

In December 2014, no warrant was exercise, leaving the outstanding number at 178,029,002 units.

Period Warrant exercise (Unit) Outstanding (Unit)

September 2012 73,932,601 319,932,694

December 2012 - 319,932,694

March 2013 41,750,492 278,182,202

June 2013 100,132,200 178,050,002

September 2013 - 178,050,002

December 2013 - 178,050,002

March 2014 - 178,050,002

June 2014 - 178,050,002

September 2014 21,000 178,029,002

December 2014 - 178,029,002

81

3.2 Debentures Details of outstanding debentures as of 31 December 2014 are as follows;

(A) Partially-collateralized debentures # 1/2012, (2)

Specific name : Partially-collateralized debentures of Property Perfect Public Company

Limited #1/2012 (2), maturing in 2015

Type : Unsecured holder-bearing debentures with trustee

No. of debentures : 2,000,000 units

Face value : 1,000 Baht

Issue size : Bt 2,000 million

Offering method : Public offering to the general public and institutional investors

Issue date : 15 March 2012

Maturity : 3 years from issue date

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

Early redemption : None

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 : Bank of Ayudhya Public Company Limited

Registrar : Thanachart Bank Public Company Limited

Secondary Market : Thai Bond Market Association

82

ANNUAL REPORT 2014

(B) Partially-collateralized debentures # 2/2012

Specific name : Partially-collateralized debentures of Property Perfect Public Company

Limited #2/2012, maturing in 2015

Type : Partially-collateralized debentures, holder-bearing debentures with

trustee




Offering method : Public offering to the general public and institutional investors

Issue date : 9 November 2012


Maturity date : 9 November 2015

Interest rate : Fixed 5.45% per annum

Interest payment schedule : 9 February, 9 May, 9 August and 9 November of every year throughout

the debentures’ life.

Principal payment : Principal payment maturity date, 9 November2015



Credit rating : “BBB Stable” by Tris Rating Co., Ltd.


Registrar : Bank of Ayudhya Public Company Limited


(C) Unsecured Debentures # 1/2013

Specific name : Unsecured debentures of Property Perfect Public Company Limited

#1/2013, maturing in 2015

Type : Holder-bearing, unsubordinated, unsecured debentures with trustee



Issue size : Bt.2,000 million

Offering method : Public offering to the general public investors

Issue date : 28 June 2013


Maturity date : 28 June 2015

83


Interest paym ent schedule : 28 March, 28 June, 28 September and 28 December of every year

throughout the debentures’ life.

Principal payment : Principal payment maturity date, 28 June 2015.



Credit rating : “BB+/Negative” by Tris Rating Co., Ltd.




(D) Short-term debentures # 1/2014

Specific name : Short-term debentures of Property Perfect Public Company Limited

#1/2014(4), maturing on 14 September 2015

Type : Short-term unsecured unsubordinated holder-bearing debentures,

without trustee




Offering method : Offered to institutional investors and/or big-time investors

Issue date : 18 December 2014

Maturity : 270 Days from issue date

Maturity date : 14 September 2015


Interest payment schedule : Principal payment maturity date, 14 September 2015

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.


84

ANNUAL REPORT 2014

(E) Unsecured Debentures # 1/2014








Issue date : 1 August 2014

Maturity : 1 year a half from issue date

Maturity date : 1 February 2016


Principal payment : Principal payment maturity date



Credit rating : “BB+” by Tris Rating Co., Ltd.



(F) Unsecured Debentures # 2/2014








Issue date : 1 October 2014


Maturity date : 1 October 2016


Principal payment : Principal payment maturity date



85

Credit rating : “BB+” by Tris Rating Co., Ltd.


Registrar :

The combined value of remaining debentures on 31 December 2014 is Bt13,600 million.

3.3 Bills (bill of exchange and promissory notes) As of 31 December 2014, the Company and subsidiaries own a total to Bt636.2 million through the issuance of

bills of exchange which offer the interest rate of 4.70-4.80% per annum. They will come due within June 2015.

As of 31 December 2014, the Company and subsidiaries own a total to Bt724.4 million through the issuance of

promissory notes which carry the interest rate of 6.50-7.38% per annum or equivalent to the minimum overdraft

rate (MOR). They will come due between March-June 2015. The promissory notes are backed by the pledging

of land and buildings of the Company and subsidiaries. Aside, the Company also guaranteed the promissory notes

of subsidiaries.

4. Dividend policy of the company and subsidiariesThe 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.

86

ANNUAL REPORT 2014

1Dr.Tawatchai Nakhata Age 67

Chairman / Chief Executive Director / Authorized Signatory Directors

Academic Qualifications

Director Accreditation Program (DAP) 52/2006 ; Thai Institute of Directors; IOD

Equity Holding 0.168%

Career experience within the past 5 years

Timing Designation Company / Business Type

1992 - Present Chairman Property Perfect Public Company Limited

2008 - Present Chief Executive Director Property Perfect Public Company Limited

2010 - Present Independent Director Managing Director Khonburi Sugar Public Company Limited

2011 - Present Chairman Property Perfect Public Company Limited

2Mr.Chainid Adhyanasakul Age 60

Chief Executive Officer/ Deputy Chief Executive Director/ Authorized Signatory Directors





1985- Present Chief Executive Officer/

Deputy Executive Director


2007 - Present Director Bright Development Bangkok Co., Ltd. / Property Development

2007 - Present Director Centrepoint Shopping Mall Co., Ltd. / Property Development

2002 - Present Director Krungthep Land Public Company Limited / Property Development

1999 - Present Director Estate Perfect Company Limited / Property Development

1995 - Oct. 2010 Director Thai Property Public Company Limited / Property Development

(Formerly known as “Rattana Real Estate Public Company Limited”)

MANAGEMENTAND AUTHORIZED PERSON OF THE COMPANY Date 31 December 2014

87

3Mr.Virayuk Puntupetch Age 68

Deputy Chairman / Independent Director / Chairman of Nominating and Remuneration Committee





2014 - Present Chairman of Nominating Remuneration

and Committee2/


May 2010 - Present Deputy Chairman Property Perfect Public Company Limited

May 2010 - June 2014 Chairman of Remuneration

Committee2/


2007 - April 2010 Chairman of Audit Committe Property Perfect Public Company Limited

2007 - Present Director / Independent Director Property Perfect Public Company Limited

2006 Retired Government officer The Secretariat of the Prime Minister Office

2005 - 2006 Advisor to the Prime Minister of

Government Officials in Charge

of International Trade Affairs and

Chief of Thai Trade Representative.

The Secretariat of the Prime Minister Office

2004 Advisor to the Prime Minister

of Government Officials

The Secretariat of the Prime Minister Office

2000 - 2004 Inspectors-General Ministry of Finance

2000 - 2004 Director Vayupak Fund

1998 - 2000 Deputy Director Fiscal Policy Office

2000 Director Office of General Administration for 33rd Annual Meeting

of the Board of Governors of Asian Development Bank

1996 - 2000 Deputy Director Office of the Neighboring Countries Economic Development

Cooperation Fund

1994 - 1998 Specialist Expert for Debt Management Fiscal Policy Office

1994 Director Saving & Investment Policy Division, Fiscal Policy Office

1989 Director Capital Market Development Policy Division, Fiscal Policy Office

1986 Director Financial and Financial Institution Policy Division,

Fiscal Policy Office

1979 - 1980 Assistant to Country Executive

Director of SEA Group

World Bank - Washington DC, USA

88

ANNUAL REPORT 2014

4Dr.Somsak Toruksa Age 63

Director / Independent Director / Audit Committee


Thai Institute of Directors(IOD)




1998 - Present Director / Independent Director /

Audit Committee


1993 - Present Managing Director Somsak Toruksa Law Office Co., Ltd. / Law

2010 - June 2014 Chairman of Nominating Committee2/ Property Perfect Public Company Limited

5Mr.Vidhya Nativivat Age 60

Non Executive Director / Nominating and Remuneration Committee





June2014 - Present Nominating and Remuneration Committee2/ Property Perfect Public Company Limited

2004 - Present Non-Executive Property Perfect Public Company Limited

1986 -.Present Managing Director Bunchong and Vidhya Law Office Ltd. / Law

2004 - June 2014 Nominating Committee /

Remuneration Committee2/


89

6Dr.Thamnoon Ananthothai Age 57

Director / Independent Director / Audit Committee /Risk Management Committee


Director Certification Program (DCP) 70/2006, The role of the chairman Program (RCP) 14/2006,

Understanding the Fundamental of Financial Statement (UFS) 7/2007; Thai Institute of Directors. (IOD)




2010 - Present Risk Management Committee Property Perfect Public Company Limited

2005 - Present Director / Independent Director /

Audit Committee


2008 - Present Director / Audit Committee Bangkok University / University

2007 - Present Vice Chairman/Chairman of Audit Committee Better World Green Public Company Limited

2007 - Present Deputy Vice Chairman / Chairman of the

Audit Committee

IFS-Capital (Thailand) Public Company Limited

2004 - Present Executive Director Merchant Partners Securities Limited

2001 - Present Executive Board Member / Sub-Committee Clearing House of The Agricultural Futures Exchange of Thailand

2001 - Present Director of The Investment Management

Sub-Committee

The National Social Security Fund.

1997 - Present Director of Economic Sector Sub-Committee The Federation of Thai Industries.

2006 - 2013 Director / Chairman of the Audit Committee Eastern Printing Public Company Limited

2005 - 2011 Director / Audit Committee Ua Withaya Public Company Limited

2002 - 2003 Dean of College of Business Administration Dhurakij Pundit University / University

1998 - 2002 Managing Director/ President & CEO DBS Thai Danu Securities Limited / Securities

7Mr.Phairat Senachack Age 65


Director Accreditation Program (DAP)30/2004; Thai Institute of Directors(IOD)




2011 - Present Director /Executive Director /

Consultant of Chief Executive Officer


1996 - 2010 Director / Executive Director /

Deputy Chief Operating Officer


90

ANNUAL REPORT 2014

8Mr.Ooi Boon Aun Age 56

Non-Executive Director / Nominating and Remuneration Committee





June2014 - Present Nominating and Remuneration Committee 2/ Property Perfect Public Company Limited

2008 - Present Non-Executive Director Property Perfect Public Company Limited

2007 - Present Financial & Management Consultancy East Asset Alliance Limited.(“EAAL”)

2010 - Present Managing Director QIAN Investment Holding Pte.

2004 - 2006 Managing Director Depfa Investment Bank Ltd, Hong Kong.

1996 - 2006 Honorary Counsel Republic of Cyprus in Special Administrative Regions,

Hong Kong, China.

2003 - 2004 Executive Director The Group Subsidiary of Standard Bank Asia Ltd.

1998 - 2003 Group Vice Chairman and President TCC. Business Group (Thai Beverage Group and Companies)

9Mrs.Nuanual Swasdikula-Na-Ayudhaya Age 65

Director / Independent Director / Chairman of Risk Management Committee





2009 - Present Director / Independent Director / Chairman

of Risk Management Committee


2010 - June 2014 Nominating Committee2/ Property Perfect Public Company Limited

1996 - 2008 Executive Vice President TMB Bank Public Company Limited

1994 - 1996 Senior Manager for Commercial Finance

and Construction Finance

TMB Bank Public Company Limited

1992 - 1994 Commercial Finance Manager TMB Bank Public Company Limited

1991 - 1992 Industrial and Commercial

Finance Manager

TMB Bank Public Company Limited

1990 - 1991 Business Development Manager TMB Bank Public Company Limited

91

10Mr.Krish Follett Age 65

Director / Independent Director / Chairman of Audit Committee





2010 - Present Director/ Independent Director / Chairman of

Audit Committee


2010 - June 2014 Remuneration Committee2/ Property Perfect Public Company Limited

2012 - Present Independent Director / Chairman of Audit Committee

/ Chairman of Risk Management Committee

Thoresen Thai Agencies Public Company Limited

2012- Present Director/ Independent Director/ Audit Committee Sahaphatthana Inter Holding Public Company Limited

2011- Present Director/ Independent Director/ Audit Committee Thanulux Public Company Limited

2011 - Present Director/ Independent Director/ Chairman of


Thai Wacoal Public Company Limited.

2010-2012 Director/ Independent Director/ Chairman of

Audit Committee

Amanah Leasing Public Company Limited

2008 -2009 Assistant Governor, Operation Division Bank of Thailand

2004 - 2008 Senior Director of Internal Audit Department Bank of Thailand

2002 - 2004 Senior Director of Audit 1 Dept. for Finance

Control 1 Division

Bank of Thailand

2000 - 2002 Director of Reorganization Department Bank of Thailand

1998 - 2000 Director of Operation Division, Northeastern

Region Office

Bank of Thailand

1996 - 1998 Assistant Director of Electronics Financial

Transactions Center

Bank of Thailand

1995 - 1996 Assistant Director of Northern Region Office Establish Unit Bank of Thailand

1992- 1995 Director of Capital Market Audit Division Security and Exchange Commission

1991- 1992 Chief of Special Department in Financial

Institution Supervision in Practice

Bank of Thailand

92

ANNUAL REPORT 2014

11Ms.Sirirat Wongwattana Age 53

Director / Executive Director / Act for Chief Supporting Officer / Deputy Chief Supporting Officer /Authorized signatory directors





2014 - Present Director/ Executive Director& Secretary of

Executive / Chief Financial Officer / Act for Chief

Supporting Officer


2011 - 2014 Director/ Executive Director& Secretary of

Executive / Act for Chief Supporting Officer /

Deputy Chief Supporting Officer


2008 - 2010 Director/ Executive Director& Secretary of

Executive / Assistant Chief Business

Development Officer


2003 - 2007 Director of Investor Relation & Information

System Division


2000 - 2003 Head of Research BFIT Securities Limited / Securities

1999 - 2000 Sub- Marketing Director BOA Asset Management company limited /

Securities

1998-1999 Asst. Director of Provident Fund Dept. Bank of Asia Public Company Limited / Securities

12Mr.Pramote Rermyindee Age 61

Company Secretary


Director Accreditation Program (DAP) 43/2005 Finance for Non-Finance Director; Thai Institute of Directors.(IOD)




1998 - Present Company Secretary Property Perfect Public Company Limited

1992 - Present Partner Manager Ordinary Partnership, Thammathit Law Office / Law

1994 - 1997 Executive Director Sapthamrong Securities Limited / Financial Institution

1993 Executive Director Sri Nakorn Credit Foncier Limited / Financial Institution

93

13Ms.Supee Reodacha Age 55

Executive Director / Act for Chief Financial Officer / Deputy Chief Financial Officer





2011 - 2015 Executive Director / Act for Chief Financial Officer/

Deputy Chief Financial Officer


2008 - 2010 Asst. Chief Financial Officer Property Perfect Public Company Limited

2002 - 2008 Executive Director / Finance & Treasury Director Property Perfect Public Company Limited

14Mr.Wicharn Siriwetwarawut Age 54

Executive Director / Act for Chief Operating Officer 1 / Deputy Chief Operating Officer 1





2014 - Present Executive Director / Chief Operating Officer 1

Asst. Chief Operating Officer


2011 - 2014 Executive Director / Act for Chief Operating

Officer 1 / Deputy Chief Operating Officer 1


2003 - 2010 Asst. Chief Operating Officer Property Perfect Public Company Limited

1995 - 2003 Managing Director Baanpan Engineering & Holding Co., Ltd.

2014 - Present Managing Director Estate Perfect Co., Ltd.

2014 - Present Managing Director Residence Number Nine Co., Ltd.

2014 - Present Managing Director Perfect Prefab Co., Ltd.

94

ANNUAL REPORT 2014

15Mr.Pornswat Katechulasriroj Age 48

Executive Director / Act for Chief Operating Officer 2 / Deputy Chief Operating Officer 2





2014 - Present Executive Director / Chief Operating Officer 2 Property Perfect Public Company Limited

2010 - 2014 Executive Director / Act for Chief Operating Officer

2/ Deputy Chief Operating Officer 2


2014 - Present Managing Director/ Chief Operating Officer 2 Bright Development Co., Ltd.

2010 - 2014 Director / Act for Chief Operating Officer 2

Deputy Chief Business Development Officer2

Bright Development Co., Ltd.

2011 - Present Director / Act for Chief Operating Officer 2/ Estate Perfect Co., Ltd.

2009 -2010 Deputy Chief Operating Officer 2 Estate Perfect Co., Ltd.

2008 - 2009 Director / Asst. Chief Operating Officer 2

Director of Research and Business Development


2014 - Present Supervision U&I Construction Bangkok Co., Ltd.

16Mr.Wongsakorn Prasitvipat Age 54

Executive Director / Act for Chief Business Development Officer / Deputy Chief Business Development Officer





2014 - Present Executive Director / Chief Business Development Officer Property Perfect Public Company Limited

2011- Present Executive Director / Act for Chief Business Development

Officer / Deputy Chief Business Development Officer


2008 - 2010 Asst. Chief Operating Officer Property Perfect Public Company Limited

1993 - 2007 Director of Design & Project Development Division Property Perfect Public Company Limited

2014 - Present Managing Director Chiang Mai Development Co., Ltd.

95

17Mr.Surasak Vacharapongpreecha Age 51

Asst. Chief Financial Officer





2014 - Present Deputy Chief Financial Officer Property Perfect Public Company Limited

2010 - 2014 Asst. Chief Financial Officer Property Perfect Public Company Limited

2013- 2014 Company Director Bright Development Co., Ltd.

2005 - 2009 Accounting Division Deputy Director Property Perfect Public Company Limited

18Prof.Dr.Suchatvee Suwansawat 1/ Age 42

Director / Executive Director





Present Director / Executive Director Property Perfect Public Company Limited

Present Dean of College of Engineering King Mongkut’s Institute of Technology Ladkrabang

Present President of the Association of Engineering

Institute of Thailand (EIT)

The Association of Engineering Institute of

Thailand (EIT)

2011- Present Director of Board of Investment of Thailand Board of Investment of Thailand

2012 - 2013 President of National Housing Authority National Housing Authority

2010 - 2011 Director SRT Electrified Train Co., Ltd. (Airport Rail Link)

2009 - 2010 Chairman of the Airport Rail Link monitoring

committee Note :1/ The Board of Directors at the 4/2014 meeting on 16 June 2014 appointed Prof. Dr. Suchatvee Suwansawat as an independent director, replacing Mr. Anuwat

Maytheewibulwut. Mr. Anuwat submitted his resignation on 15 February 2014.2/ The Board of Directors at the 4/2014 meeting on 16 June 2014 approved the consolidation of the Nomination Committee and the Remuneration Committee into a

one committee, the Nomination and Remuneration Committee, effective on 17 June 2014.

96

ANNUAL REPORT 2014

Details of directors, executive directors and directors of Property Perfect Plc., subsidiary company and affiliates as of 31 December 2014.

Name

Company Subsidiary Company Associated Company

PF EP BD R9 CD WRCenterPoint RM P-PREFAB PSC PPI KRH KA KLAND1/

1. Dr.Tawatchai Nakhata X, XXX X / / /

2. Mr.Virayuk Puntupetch *, XX

3. Mr.Chainid Adhyanasakul /, //, /// / / / / / /

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.Pramote Rermyindee @ / / /

13. Ms.Supee Reodecha //, /// /

14. Mr.Wicharn Siriwetwarawut //, /// / /

15. Mr.Pornswat Katechulasriroj //, /// / /

16. Mr.Wongsakorn Prasitvipat //, /// / /

17. Mr.Surasak Vacharapongpreecha ///

18. Prof.Dr.Suchatvee Suwansawat 2/ *, /

Note : 1/ The Board of Directors at the meeting on 6 November 2014 resolved to sell all shares in Krungthep Land to Golden Land Property Development.

The decision requires the approval of Golden Land’s shareholders at the meeting on 9 December 2014.

2/ The Board of Directors at the 4/2014 meeting on 16 June 2014 appointed Prof.Dr.Suchatvee Suwansawat as a director and independent

director, replacing Mr. Anuwat Maytheewibulwut who resigned on 15 February 2014.

PF = Property Perfect Public Company Limited EP = Estate Perfect Company Limited.

BD = Bright Development Bangkok Company Limited R9 = Residence Number Nine Co., Ltd.

CD = Chiang Mail Development Co., Ltd. WR = We Retail Public Company Limited.

Center Point = Centre point Shopping Mall Company Limited RM = Ramintra Mall Co., Ltd

P-PREFAB = Perfect Prefab Co., Ltd. PSC = Perfect Sport Club Co., Ltd.

PPI = Property Perfect International Pte.Ltd. KRH = Kiroro Resort Holding Co., Ltd.

KA = Kabushiki Kaisha Kiroro Associates Co., Ltd.

x = Chairman xx = Deputy Chairman

xxx = Chief Executive Director * = Independent Director

/ = Director // = Executive Director

/// = Executive @ = Company Secretary

DETAILS OF POSITIONS

Company ‘s name

97

1. Financial Benefits The 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 2014 as follows:

Name Position

Executives’ remuneration (Million Baht)

Meeting allowances in 2014Di

rect

or

Audi

t dire

ctor

Rem

uner

atio

n di

rect

or1/

Nom

inat

ion

Dire

ctor

1/

Nom

inat

ion

and

Rem

uner

atio

n di

rect

or1/

Risk

Man

agem

ent

Dire

ctor

Dr.Tawatchai Nakata Chairman / Chief Executive Director 0.70 - - - - -

Mr.Virayuk Puntupetch * Deputy Chairman / Chairman of

Nomination and Remuneration

Committee

0.49 - 0.05 - - -

Mr.Chainid Adhyanasakul Director / Deputy Chief Executive

Director and Chief Executive Officer

0.35 - - - - -

Dr.Somsak Toruksa * Director / Audit Committee 0.30 0.24 - 0.10 - -

Dr.Thamnoon Ananthothai * Director / Audit Committee /


0.20 0.18 - - - 0.24

Mr.Phairat Senachak Director / Executive Director 0.35 - - - - -

Mr.Vidhya Nativivat Director / Nomination and


0.35 - 0.03 0.06 - -

Ms.Sirirat Wongwattana Director / Executive Director 0.35 - - - - -

Mr.Ooi Boon Aun Director / Nomination and


0.30 - - - - -

Mrs.Nuanual Swasdikula-Na

-Ayudhaya *

Director/ Chairman of


0.35 - - 0.06 - 0.40

EXECUTIVES’ REMUNERATION

98

ANNUAL REPORT 2014

Name Position

Executives’ remuneration (Million Baht)

Meeting allowances in 2014

Dire

ctor

Audi

t dire

ctor

Rem

uner

atio

n di

rect

or1/

Nom

inat

ion

Dire

ctor

1/

Nom

inat

ion

and

Rem

uner

atio

n di

rect

or1/

Risk

Man

agem

ent

Dire

ctor

Mr.Krish Follett * Director/ Chairman of Audit Committee 0.35 0.40 0.03 - - -

Prof.Dr.Suchatvee Suwansawat 2/ * Director 0.10 - - - - -

Mr.Boonliam Luangnakthongdee Risk Management Committee - - - - - 0.24

Mr.Chirdsak Kukiattinun Risk Management Committee - - - - - 0.24

Total 4.19 0.82 0.11 0.22 - 1.12

Note ( Some directors, aside from meeting allowance, are receiving salaries as executives and members of the Executive Board)

* Director

1/ The Board of Directors at the 4/2014 meeting on 16 June 2014 approved the consolidation of the Nomination Committee and the

Remuneration Committee into a one committee, the Nomination and Remuneration Committee, effective on 17 June 2014.

2/ The Board of Directors at the 4/2014 meeting on 16 June 2014 appointed Prof. Dr. Suchatvee Suwansawat as an independent director,

replacing Mr. Anuwat Maytheewibulwut. Mr. Anuwat submitted his resignation on 15 February 2014 due to other obligations that

prevented him from maintaining the directorship.

B.) Directors and Executives’ Remuneration in 2014 In 2014, the company’s remuneration for 10 Executive Directors and executives, consisting of salary and bonus, totaled

Bt47.22million and Bt.9.20 million, respectively.

Note: *To conform with the past disclosure of financial remuneration of executives, the word “executives” include

accounting or finance managers.

2. Other payments to directors -None-

Other payments to executives

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. In 2014, The remunerations for 10 Executive Directors and executives paid by the

company total Bt. 0.14 million and Bt.4.42 million, respectively.

99

Corporate Governance Policy 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 applied the governance guidelines of the Securities and Exchange

Commission and the Stock Exchange of Thailand, which are in line with the OECD Principles of Corporate Governance, in the

following elements.

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.

CORPORATE GOVERNANCE

100

ANNUAL REPORT 2014

Section 2: Equitable Treatment to ShareholdersThe 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:

relevant laws. Shareholders are given fair chance to raise opinions and questions, with sufficient time allocation.

auditor’s appointment, auditor fee and other agenda as described in the meeting invitation.

shareholders have sufficient time in reviewing details of each agenda.

who will cast votes on behalf of them. The company’s proxy form is designed to allow shareholders to state their

voting opinions.

votes, questions, explanations and opinions raised.

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 Securities and Exchange Act

BE2535’s Article 59, within 3 days after the acquisition, disposal or transfer.

transactions, with full compliance with the Stock Exchange of Thailand’s regulations on connected transactions,

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.

101

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

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.

102

ANNUAL REPORT 2014

Section 4: Information Disclosure and Transparency

The 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

disclosed 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

responsibility 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 company’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.

103

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 1 persons

- Independent Director 7 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.

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

104

ANNUAL REPORT 2014

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.

The company’s management structure consists of the Board of Directors, four sub-committees reporting to the Board

of Directors - the Audit Committee, the Nomination Committee, and the Remuneration Committee, the Risk Management

Committee and the executive committee. (Details of the Board of Directors and the sub-committees, concerning names

and responsibilities, are shown in “Management Structure”)

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”.

105

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 performance

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 succession

in the future.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.

106

ANNUAL REPORT 2014

1.Tr

ansa

ctio

ns o

f the

com

pany

with

sub

sidi

arie

Lega

l Ent

ity /

Rela

tions

hip

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12

Subs

idiary

Estate P

erfect C

ompa

ny L

imite

d (E

P)

Relatio

nship

:

- Th

e co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s

exec

utive

s (M

r.Wich

arn

Siriw

etwa

rawu

t, Ms.S

irirat W

ongw

attana

)

are dire

ctors.

- Th

e co

mpa

ny’s

employ

ees (M

r.Was

on

S

rira

ttan

apon

g an

d M

r.Kritp

as

P

ongp

akaw

at) a

re d

irector

s.

Note:

*Sale

Road

spa

ce in

the

Compa

ny’s

projec

ts.

Loan

sLo

anTh

e Com

pany

loa

ned

to E

P, w

holly

-owne

d su

bsidiary

, fo

r land

purcha

se, pr

ojec

t de

velopm

ent an

d wor

king

cap

ital,

char

ging

the

intere

st of 2

5-1.50

bas

is po

ints abo

ve th

e Co

mpa

ny’s

aver

age fin

ancial

cost.

Audit C

ommittee

’s co

mmen

t

Nece

ssary f

inanc

ial ass

istan

ce to

a su

bsidi

ary. The

interest ch

arge

, 25-

150

basis

poin

ts p

er a

nnum

abo

ve th

e Co

mpa

ny’s

averag

e fin

ancia

l cos

t, is

reas

onab

le.

1 Ja

n41

0.27

1,10

1.58

945.98

Extra

155.00

235.00

630.00

(repa

ymen

t)(3

19.07)

(926

.31)

(474

.40)

31 D

ec24

6.20

410.27

1,10

1.58

Intere

st R

eceive

d

1 Ja

n1.32

15.58

45.49

Extra

12.57

29.43

65.69

(repa

ymen

t)(1

0.94

)(4

3.69

)(9

5.60

)

31 D

ec2.95

1.32

15.58

Intere

stRe

venu

e

from L

and

Sale

0.11

*-

-Th

e Co

mpa

ny sold land

on wh

ich ro

ads insid

e its

dev

elop

men

t projects

are

loca

ted

to E

P. T

rans

ferring

the

owne

rship

to E

P, th

e Co

mpa

ny, a

s

the

projec

t dev

elop

er, n

eeds

not tr

ansfer th

e land

for p

ublic

use

. Suc

h

trans

fer is a no

rmal practice

amon

g prop

erty dev

elop

ers.

Audit C

ommittee

’s co

mmen

t

1) The

tran

saction be

nefits t

he C

ompa

ny’s

oper

ations

, dee

med

nor

mal

amon

g pr

oper

ty d

evelop

ers.

2) T

he C

ompa

ny a

nd th

e su

bsidiary jo

intly

agr

eed

on th

e pr

ice.

Cost o

f Lan

d0.02

--

CON

NEC

TED

TRA

NSA

CTIO

NS

107

Lega

l Ent

ity /

Rela

tions

hip

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12Es

tate P

erfect C

ompa

ny L

imite

d (E

P)

(Con

tinue

d)

Installin

g

curta

ins

Other

inco

me

0.13

--

The

Compa

ny h

ired

a co

ntra

ctor

for c

urtain in

stallatio

n in E

P’s sh

ow

hous

es, a

nd cha

rged

EP

at cos

t.

Audit C

ommittee

’s Co

mmen

t

Norm

al b

usines

s tra

nsac

tion, com

pleted

at c

ost

Gua

rantee

Amou

nt3,17

8.20

3,94

4.64

2,10

2.64

The C

ompa

ny gu

aran

teed

a loan

from

finan

cial in

stitu

tions

to a

subs

idiary,

withou

t cha

rging an

y fee.

Audit C

ommittee

’s Co

mmen

t

Reas

onab

le tra

nsac

tion, to

sup

port

the

operation

s of a

sub

sidiar

y wh

ich

mus

t com

ply w

ith th

e fin

ancia

l institu

tions

’ lend

ing criteria.

Bright

Dev

elop

men

t Ba

ngko

k Com

pany

Limite

d (B

D)

Relatio

nship

:

- Th

e co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s e

xecu

tives

(Mr.P

orns

wat

K

atec

halasriro

t and

Ms.Si

rirat

W

ongw

attana

) are

dire

ctor

s

- Th

e co

mpa

ny’s

emplo

yees

(Mr.N

antach

art

K

liebp

hipat) is

a dire

ctor.

Loan

sLo

an

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

1,71

2.61

270.00

(299

.05)

1,68

3.56

1,20

6.71

1,09

0.00

(584

.10)

1,71

2.61

855.15

785.00

(433

.44)

1,20

6.71

The

Compa

ny lo

aned

to

wholl

y-ow

ned

BD, for lan

d pu

rcha

se, proje

ct

deve

lopmen

t and

workin

g ca

pital,

cha

rging

the

interes

t of 2

5-1.50

bas

is

point

s ab

ove

the Co

mpa

ny’s

averag

e fin

ancia

l cos

t

Audit C

ommittee

’s Co

mmen

t

Nece

ssary f

inanc

ial ass

istan

ce to

a su

bsidi

ary. The

interest ch

arge

, 25-

150

basis

poin

ts p

er a

nnum

abo

ve th

e Co

mpa

ny’s

averag

e fin

ancia

l cos

t, is

reas

onab

le.

Intere

st R

eceive

d

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

5.03

91.67

(90.95

)

5.75

19.79

81.13

(95.89

)

5.03

28.80

57.76

(66.77

)

19.79

108

ANNUAL REPORT 2014

Lega

l Ent

ity /

Rela

tions

hip

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12Br

ight D

evelop

men

t Ban

gkok

Compa

ny L

imite

d (B

D) (Co

ntinue

d)

Land

leas

ing

Reve

nue

from le

asing

1.52

0.12

-Th

e Co

mpa

ny le

ased

BD

spac

e in

the

dorm

intory wh

ich serve

s as

BD’

s sa

le offic

e for p

rojec

ts lo

cated ne

arby

(Sala

ya),

as B

D so

ld the do

rmito

ry

build

ing to

Unil

oft P

rope

rty Fun

d an

d the Co

mpa

ny le

ased

the proje

ct from

the fund

.

Audit C

ommittee

’s Co

mmen

t

1) N

ormal bus

ines

s tra

nsac

tion to sup

port

the su

bsidiary’s

oper

ations

2) T

he jo

intly

-agr

eed

fee

is co

mpa

rativ

e to m

arke

t rate.

debtor

0.93

0.14

-

Elec

trica

l and

water b

ill

Other

inco

me

0.19

0.02

-Th

e Co

mpa

ny ch

arge

d BD

for the

utilitie

s servic

e fee

s at c

ost.

Audit C

ommittee

’s Co

mmen

t

Norm

al bus

ines

s tra

nsac

tion, settle

d at cos

t

Adva

nce

paym

ent f

or

land

purcha

se

Debtor

1.50

1.50

1.50

The

Compa

ny tr

ansfe

rred

adva

nced

pay

men

t for la

nd p

lot to

BD,

whic

h

deve

loped

the lan

d plo

t, to mee

t the

projec

t fina

ncier

’s crite

ria at the

time. The

amou

nt w

as tran

sferre

d at co

st.

Audit C

ommittee

’s Co

mmen

t

1) The

tran

sacti

on w

as to

sup

port the su

bsidiary’s

ope

ratio

ns and

in lin

e with

the len

ding ins

titutio

ns’ c

riteria

.

2) T

rans

actio

n at cos

t

Adva

nce

paym

ent o

n

oper

ating

expe

nse

Cred

itors

-0.95

-BD

mad

e ad

vanc

e pa

ymen

t on mar

ketin

g pr

omotion ex

pens

es to

the

Compa

ny.

Audit C

ommittee

’s Co

mmen

t

1) A

ctua

l tra

nsac

tion.

2) T

he fe

e wa

s at cos

t.

Gua

rantee

Amou

nt4,17

0.76

5,81

9.74

5,01

8.58

The

Com

pany

gua

rant

eed

a loan

fro

m finan

cial ins

itutio

ns to

a

subs

idiary w

ithou

t cha

rging

fee.

Audit C

ommittee

’s Co

mmen

t

Reas

onab

le tran

saction, to

supp

ort the

ope

ratio

ns of a

subs

idiary w

hich

mus

t com

ply wi

th th

e fin

ancial in

stitu

tions

’ len

ding

criter

ia.

109

Lega

l Ent

ity /

Rela

tions

hip

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12Re

siden

ce N

umbe

r Ni

ne C

ompa

ny L

imite

d

(R9)

Relatio

nship

:

- Th

e co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s

exec

utive

s (M

r.Wicha

rn

S

iriwe

twar

awut an

d M

s.Si

rirat

W

ongw

attana

) are

dire

ctor

s

- Th

e co

mpa

ny’s

employ

ees (M

r.Por

ncha

i

K

etlek an

d Mr.S

anpe

tch Su

kkas

em) a

re

d

irector

s.

Loan

Loan

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

5.17 -

(5.17) -

144.42

191.10

(330

.35)

5.17

-

192.00

(47.58

)

144.42

The

Compa

ny lo

aned

to w

holly

-own

ed R

9 for l

and

purcha

se, p

roject

deve

lopm

ent an

d wo

rking

capital,

char

ging

the

intere

st o

f 25

-1.50

basis

points ab

ove

the

Compa

ny’s

aver

age

finan

cial cos

t.

Audit C

ommittee

’s Co

mmen

t

Nec

essa

ry fin

ancia

l ass

istan

ce to

a su

bsidi

ary. The

interest ch

arge

, 25-

150

basis

poin

ts p

er a

nnum

abo

ve th

e Co

mpa

ny’s

averag

e fin

ancia

l cos

t, is

reas

onab

le.

Intere

st R

eceive

d

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

0.01

0.05

(0.06) -

4.98

4.68

(9.65)

0.01

-

7.40

(2.42)

4.98

Loan

Loan

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

-

175.00 -

175.00

- - - -

- - - -

The

Compa

ny e

xten

ded

a wo

rking

capital loa

n to w

holly

-own

ed R

9,

char

ging

the

intere

st o

f 25

basis

points ab

ove

R9’s

aver

age

finan

cial

cost.

Audit C

ommittee

’s Co

mmen

t

Nece

ssary fin

ancia

l ass

istan

ce to

a sub

sidiary. T

he in

terest cha

rge, 25-

150 ba

sis po

ints pe

r ann

um ab

ove t

he C

ompa

ny’s

averag

e finan

cial c

ost,

is reas

onab

le.

Intere

st P

ayab

le

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

-

5.37 -

5.37

- - - -

- - - -

Land

Sale

Reve

nue

from la

nd sale

-28

.10

-Th

e Com

pany

sold

a lan

d plot to

who

lly-o

wned

R9, fo

r a la

nd de

velopm

ent

purpos

e.

Audit C

ommittee

’s Co

mmen

t

The

trans

actio

n is

to sup

port

the

subs

idiary’s

oper

ations

, com

pleted

at a

jointly

-agr

eed

price.

Cost o

f lan

d-

14.39

-

110

ANNUAL REPORT 2014

Lega

l Ent

ity /

Rela

tions

hip

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12

Resid

ence

Num

ber Ni

ne C

ompa

ny L

imite

d

(R9)

(Con

tinue

d)

Purcha

se

land

for

Deve

lopm

ent

Land

Pur

chas

e-

-8.50

The Co

mpa

ny bou

ght a

vac

ant lan

d plot fr

om w

holly

-own

ed R

9, fo

r a

land

dev

elop

men

t pur

pose

.

Audit C

ommittee

’s Co

mmen

t

The

trans

actio

n is

to sup

port

the

Compa

ny’s

operation

s, co

mple

ted

at a

jointly-

agreed

pric

e.

Gua

rantee

Amou

nt1,73

9.28

2,02

6.78

1,05

3.50

The

Com

pany

gua

rant

eed

a loan

fro

m finan

cial ins

itutio

ns to

a

subs

idiary w

ithou

t cha

rging

fee.

Audit C

ommittee

’s Co

mmen

t

The tra

nsac

tion wa

s to sup

port the su

bsidi

ary’s

ope

ratio

ns and

in lin

e wi

th

the len

ding ins

titutio

n’s criteria.

Chiang

mai D

evelop

men

t Co

mpa

ny L

imite

d

(CD)

Relatio

nship

:

- Th

e co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s

exec

utive

s (Mr.W

ongs

akorn

P

rasitvip

at , an

d Ms.S

irirat W

ongw

attana

)

are dire

ctors

- Th

e co

mpa

ny’s

employ

ees (M

r.Was

on

S

rirattana

pong

) is a

dire

ctor.

Loan

Loan

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

-

17.33 -

17.33

-

37.70

(37.70

) -

- - - -

The

Com

pany

loa

ned

to C

D, who

lly-o

wne

d su

bsidiary

, fo

r land

purcha

se, pr

ojec

t de

velopm

ent an

d wor

king

cap

ital,

char

ging

the

intere

st of 2

5-1.50

bas

is po

ints abo

ve th

e Co

mpa

ny’s

aver

age fin

ancial

cost.

Audit C

ommittee

’s Co

mmen

t

Nece

ssary f

inanc

ial ass

istan

ce to

a su

bsidi

ary. The

interest ch

arge

, 25-

150

basis

poin

ts p

er a

nnum

abo

ve th

e Co

mpa

ny’s

averag

e fin

ancia

l cos

t, is

reas

onab

le.

Intere

st R

eceive

d

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

-

0.29 -

0.29

-

1.42

(1.42) -

- - - -

111

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12Ch

iang

mai D

evelop

men

t Com

pany

Lim

ited

(CD)

(Con

tinue

d)

Loan

Loan

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

75.00 -

(75.00

) -

-

75.00 -

75.00

- - - -

The

Com

pany

borrowe

d a

working

cap

ital loa

n fro

m w

holly-o

wned

CD,

payin

g int

eres

t at 2

5 ba

sis poin

ts abo

ve C

D’s av

erag

e fin

ancia

l cos

t.

Audit C

ommittee

’s Co

mmen

t

The

trans

actio

n se

rved

as

a fin

ancial s

uppo

rt am

ong

the

Compa

ny

and

subs

idiarie

s. T

he le

vied

intere

st a

t 0.25%

abo

ve C

D’s

aver

age

finan

cal c

ost is re

ason

able.

Intere

st P

ayab

le

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

0.35

3.62

(3.97) -

-

0.35 -

0.35

- - - -

Gua

rantee

Amou

nt11

9.60

119.60

- The

Com

pany

gua

rantee

d a loan

from

finan

cial in

situtions

to a su

bsidiary

withou

t cha

rging fee.

Audit C

ommittee

’s Co

mmen

t

The

trans

actio

n wa

s re

ason

able, a

imed

to

supp

ort the

subs

idiary’s

oper

ations

give

n the

nece

ssity

in m

eetin

g the

lend

ing

institu

tion’s

crite

ria fo

r the

bus

ines

s loan

.

112

ANNUAL REPORT 2014

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12W

e Re

tail Pu

blic C

ompa

ny L

imite

d (W

R)

Relatio

nship

:

- Th

e co

mpa

ny holds

93

.31%

- Ch

airm

an of th

e co

mpa

ny

(D

r.Taw

atch

ai N

akha

ta) i

s a

dire

ctor

.

- Ch

ief E

xecu

tive

Dire

ctor

of t

he com

pany

(M

r.Cha

inid Ad

haya

nasa

kul)

is a

dire

ctor

.

- Th

e co

mpa

ny’s

exec

utive

(Mr.

Pram

ote

Re

rmyind

ee) i

s a

dire

ctor

- Co

nsultant an

d S

ub-C

ommittee

* of

the

com

pany

(Mr.B

oonliam Lu

angn

akthon

gdee

)

is

a d

irector

.

- Su

b-Co

mmittee

* o

f the

com

pany

(M

r.Che

rdsa

k Ko

okiatnun

t) is

a dire

ctor

Note:

* Risk

Man

agem

ent c

ommittee

* App

raise

d by

Bro

ok H

illier

Par

ker o

n 8

Febr

uary 2

013

Loan

sLo

an

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

411.09

363.90 -

774.99

30.00

411.00

(29.91

)

411.09

-

30.00 -

30.00

The

Compa

ny lo

aned

to w

holly

-own

ed W

R for land

pur

chas

e,

projec

t dev

elop

men

t and

wor

king ca

pital, ch

arging

the intere

st of

25-1

.50 ba

sis points a

bove

the Co

mpa

ny’s

aver

age fin

ancial co

st.

Audit C

ommittee

’s Co

mmen

t

Nece

ssary fin

ancia

l ass

istan

ce to

a sub

sidiar

y. T

he in

terest cha

rge,

25-1

50 ba

sis po

ints p

er an

num ab

ove t

he Com

pany

’s av

erag

e fina

ncial

cost, is

reas

onab

le.

Intere

st R

eceive

d

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

3.24

29.43 -

32.67

0.12

13.32

(10.20

)

3.24

-

0.12 -

0.12

Land

Sale

Reve

nue

from la

nd sale

-41

.96*

*-

The Co

mpa

ny sold a land

plot t

o W

R, fo

r the

dev

elop

men

t into a

shop

ping

mall.

Audit C

ommittee

’s Co

mmen

t

The

trans

actio

n wa

s to sup

port

the

subs

idiary’s

ope

ratio

ns a

nd th

e

price

was

bas

ed on ind

epen

dent app

rase

r’s re

ferenc

e price

.

Cost o

f lan

d-

27.67

-

WR

mad

e

an adv

ance

paym

ent

cost

Administ

rativ

e Co

st-

-0.07

WR

mad

e ad

vanc

e pa

ymen

t for the

distrib

ution

of t

he C

ompa

ny’s

shareh

olders’

mee

ting do

cumen

t.

Audit C

ommittee

’s Co

mmen

t

1) A

ctua

l tra

nsac

tion

2) W

R co

llected

the

paym

ent a

t cos

t.

Gua

rantee

Amou

nt22

3.00

223.00

-Th

e Com

pany

guaran

teed

a loa

n from fin

ancia

l insit

ution

s to a

subs

idiary

withou

t cha

rging

fee.

Audit C

ommittee

’s Co

mmen

t

The

trans

actio

n wa

s reas

onab

le, a

imed

to s

uppo

rt the

subs

idiary’s

operation

s give

n the

nece

ssity

in m

eetin

g the

lend

ing insti

tutio

n’s cr

iteria

for the

bus

iness

loan

.

113

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12Pr

oper

ty P

erfect In

tern

ationa

l Pte.Ltd (P

PI)

Relatio

nship

:

- Th

e co

mpa

ny holds

100

%.

- Ch

airm

an o

f the

com

pany

(D

r.Taw

atch

ai N

akha

ta) i

s a

dire

ctor

.

- Ch

ief

Exec

utive

Office

r of t

he com

pany

(M

r.Cha

inid Ad

haya

nasa

kul)

is a

dire

ctor

Loan

Loan

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

857.16

340.80

(184

.80)

1,01

3.16

737.66

119.50 -

857.16

-

764.79

(27.13

)

737.66

The Co

mpa

ny exten

ded a loan

to w

holly

-own

ed P

PI, to fin

ance

the latte

r’s

inve

stmen

t in

SG (K

iroro

Res

ort in

Japa

n), a

s we

ll as

a w

orkin

g ca

pital

loan

. The

loan

s we

re sub

jected

the

step

intere

st ra

tes.

- In 2

012, 1

% p

er a

nnum

- Fr

om 2

013, 0

.25-

1.50

% a

bove

the

Compa

ny’s

aver

age

finan

cial cos

t

The

intere

st in

the

first yea

r was

low

and

raise

d later b

ecau

se th

e ho

tel

and

ski res

ort,

unde

rgoing

ass

et re

stru

ctur

ing, w

ould sho

w loss

es in

the

initial stage

. It s

hould

gene

rate a

ddition

al re

nts in th

e later y

ears.

Audit C

ommittee

’s Co

mmen

t

The tra

nsac

tion wa

s a fin

ancial ass

istan

ce as ag

reed

by bo

th par

ties. The

Intere

st R

eceive

d

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

12.54

35.87 -

48.41

1.73

37.90

(27.09

)

12.54

-

1.73 -

1.73

Perfe

ct S

port

Club

Com

pany

Lim

ited

(PSC

)

Relatio

nship

:

- Th

e co

mpa

ny holds

100

%.

- Th

e com

pany

’s director (M

r.Pha

irat Se

nach

ack)

is

a d

irector

.

- Th

e co

mpa

ny’s

employ

ees

(M

r.Was

on S

rirattana

pong

,

Mr.N

antach

art K

liebp

hipa

t ,

Mr.

Kritp

as P

ongp

akaw

at a

nd

Mr.S

aran

yu A

dhay

anas

akul )

are

dire

ctor

s.

Note:

* Lan

d on

which

pro

ject e

ntra

nce

is loca

ted

Land

Sale

Reve

nue

from

land

sale

Cost o

f Lan

d

- -

0.60

*

0.20

- -

The Co

mpa

ny sold land

on wh

ich ro

ads insid

e its

dev

elop

men

t projects are

loca

ted

to P

SC. T

rans

ferring

the

owne

rship

to P

SC, t

he C

ompa

ny, a

s the

projec

t dev

elop

er, n

eeds

not tr

ansfer th

e land

for p

ublic

use

. Suc

h tra

nsfer

is a no

rmal practice

amon

g prop

erty dev

elop

ers.

Audit C

ommittee

’s Co

mmen

t

1) T

he tr

ansa

ction

bene

fits

the

Compa

ny’s

oper

ations

, dee

med

nor

mal

amon

g pr

oper

ty d

evelop

ers.

2) T

he C

ompa

ny a

nd th

e su

bsidiary jo

intly

agr

eed

on th

e pr

ice.

Club

hous

e Ad

minist

rativ

e Co

st3.88

15.62

14.78

The

Compa

ny h

ired

PSC

to m

anag

e sp

orts c

lubs

of the

Compa

ny’s

projec

ts.

Audit C

ommittee

’s Co

mmen

t

1) The

tran

saction wa

s to sup

port the Co

mpa

ny’s

operations

, being

normal

busin

ess tra

nsac

tion.

2) T

he servic

e fee is

jointly

spe

cified, bas

ed on the man

agem

ent c

ost a

nd

profit.

Trad

e Cr

edito

rs-

2.77

2.55

114

ANNUAL REPORT 2014

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12U&

I con

stru

ction

Bang

kok Co

., ltd

. (U&

I)

Relatio

nship

:

- Th

e co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s

employ

ees

(M

r. Kr

itpas

Pon

gpak

awat) i

s a

dire

ctor

.

Loan

Loan

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

-

100.00 -

100.00

- - - -

- - - -

The Co

mpa

ny exten

ded a wo

rking

cap

ital lo

an to

who

lly-o

wned

sub

sidiar

y U&

I

, cha

rging

the

interes

t of 2

5-1.50

bas

is po

ints ab

ove

the

Compa

ny’s

averag

e

finan

cial c

ost.

Audit C

ommittee

’s Co

mmen

t

Nece

ssar

y fin

ancial ass

istan

ce to

a su

bsidiary. T

he in

tere

st ch

arge

, 25-

150

basis

points

per a

nnum

abo

ve th

e Co

mpa

ny’s

aver

age

finan

cial c

ost,

is

reas

onab

leIntere

st R

eceive

d

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

-

2.08 -

2.08

- - - -

- - - -

Contra

cted

U&I for

the

cons

truction

of hou

ses

Value

of C

ontra

ct

Cons

truction

Cost

Adva

nce Pa

ymen

t

Contra

ctor

Trad

e Cr

edito

r

5.91

5.71 - -

- - - -

- - - -

The Co

mpa

ny hire

d U&

I to co

nstru

ct hou

ses a

nd con

dominiums d

evelop

ed

by th

e Co

mpa

ny a

nd sub

sidiarie

s.

Audit C

ommittee

’s Co

mmen

t

1) T

he tr

ansa

ction

was to sup

port

the

Compa

ny’s

operations

, being

normal

busin

ess tra

nsac

tion.

2) T

he servic

e fee

is jointly

spe

cified, b

ased

on

the

man

agem

ent c

ost a

nd

profit.

Elec

trica

l

and

water

bill

Other

Inco

me

0.03

--

The

Com

pany

cha

rged

U&I

for the

utilitie

s se

rvice

fees

at c

ost.

Audit C

ommittee

’s Co

mmen

t

Norm

al bu

sines

s tra

nsac

tion, settle

d at cos

t.

115

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12Pe

rfect P

refab C

ompa

ny Li

mite

d (P-

PREF

AB)

Relatio

nship

:

- Th

e co

mpa

ny holds

51%

- Th

e co

mpa

ny’s

exec

utive

(M

r.Wich

arn

Siriw

etwa

rawu

t) is

a director

- Th

e co

mpa

ny’s

emplo

yee

(D

r. Vo

rasa

k Ch

akrapiy

anan

t) is

a dir

ector.

Loan

Loan

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

60.00 - -

60.00

40.00

20.00 -

60.00

-

40.00 -

40.00

The Co

mpa

ny exten

ded a loan

to P

-PRE

FAB,

a 51%

-own

ed sub

sdiary, to

help e

xpan

d the

latte

r’s b

usines

s an

d wo

rking

capital,

char

ging

25-

150

basis

points pe

r ann

um a

bove

the

Compa

ny’s

aver

age

finan

cial cos

t.

Audit C

ommittee

’s Co

mmen

t

The tra

nsac

tion se

rved

as a

n ag

reed

finan

cial s

uppo

rt am

ong the Co

mpa

ny and

subs

idiaries

. The

levie

d int

eres

t at 0

.25%

abo

ve C

D’s av

erag

e fin

anca

l cos

t is

reas

onab

le.

Intere

st R

eceive

d

1 Ja

n

Extra

(repa

ymen

t)

31 D

ec

3.53

3.08 -

6.61

0.70

2.83 -

3.53

-

0.70 -

0.70

Contra

cted

P-PR

EFAB

compa

nies

for t

he

prod

uctio

n

and

installatio

n of

prefab

mater

ials

Value

of C

ontra

ct

Cons

truction

Cost

Adva

nce

Paym

ent f

or

Contra

ctor

Trad

e Cr

edito

r

3.17

15.34 -

0.06

83.40

67.74

0.01

22.27

- - - -

The

Compa

ny h

ired

P-PR

EFAB

to

prod

uce, a

ssem

ble

and

install p

re-

fabr

icated

con

stru

ction mater

ials

for the

Com

pany

’s de

velopm

ent p

rojects.

Audit C

ommittee

’s Co

mmen

t

1) N

ormal b

usines

s tra

nsac

tion, c

ompleted

at t

he m

utua

lly-a

gree

d pr

ice

and

unde

r written

contra

ct.

2) T

he tr

ansa

ction pr

ice an

d co

ndition

was

reas

onab

le and

com

para

tive to

mar

ket p

rice.

116

ANNUAL REPORT 2014

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12

Subs

idiarie

s, in

dire

ctly o

wned

Kiro

ro R

esor

t Holding

s Co

., Ltd.* (

KRH)

Relatio

nship:

- PP

I holds

95.61

%

- Th

e co

mpa

ny holds

in P

PI 1

00%

- Ch

airm

an of the co

mpa

ny (Dr

.Taw

atch

ai N

akata)

is a dire

ctor

- Ch

ief E

xecu

tive

Office

r of t

he com

pany

(M

r.Cha

inid A

dhay

anas

akul) i

s a

dire

ctor

- Th

e co

mpa

ny’s

Con

sulta

nt (B

hich

ai R

attaku

l) is

a dire

ctor

.

- W

R’s

Con

sulta

nt (M

r.Jes

d Je

sdpiya

won

g**) is

a d

irector

.

Note

* Ren

amed

from

Sha

re G

roup

Co., L

td.

** R

esigne

d on

Feb

ruay

201

5

adva

nce Pa

ymen

t

on O

pera

ting

Expe

nse

Debtor

9.16

10.67

7.88

The

Compa

ny m

ade

adva

nce

paym

ent f

or K

RH, a

n

indire

ct su

bsidiary th

roug

h the 95

.61%

holding

in P

PI,

on s

ever

al ite

ms

like

- tra

vel ex

pens

es a

nd P

R

activ

ities

, as the

activ

ities

took

place

in T

haila

nd.

Audit C

ommittee

’s Co

mmen

t

1) T

he tr

ansa

ction

was ac

tual a

nd m

eant to

sup

port

the

subs

idiary’s

oper

ations

.

2) K

RH w

as cha

rged

at c

ost.

Kabu

shiki

Kaish

a Ki

roro

Ass

ociates Co

.,Ltd (K

A)

Relatio

nship:

- KR

H ho

lds 10

0

- PP

I holds

KR

H 95

.61%

- PF

holds

PP

I 100

%

- Ch

airm

an of the

compa

ny (D

r.Taw

atch

ai N

akata)

is a dire

ctor

.

- Ch

ief

Exec

utive

Office

r of t

he com

pany

(M

r.Cha

inid Ad

haya

nasa

kul)

is a

dire

ctor

.

adva

nce Pa

ymen

t

on O

pera

ting

Expe

nse

Debtor

4.17

0.24

-Th

e Co

mpa

ny m

ade

adva

nce

paym

ent for KA

, an

indire

ct sub

sidiary th

roug

h the 95

.61%

holding

in P

PI

and KR

H, on se

vera

l item

s lik

e - t

rave

l exp

ense

s an

d

PR activi

ties, as the ac

tivities

took

place

in T

haila

nd.

Audit C

ommittee

’s Co

mmen

t

1) T

he tr

ansa

ction

was ac

tual a

nd m

eant to

sup

port

the

subs

idiary’s

oper

ations

.

2) K

A wa

s ch

arge

d at cos

t.

117

2. T

rans

actio

ns b

etw

een

the

com

pany

and

con

nect

ed in

divi

dual

s, e

ntiti

es

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12

Related

Person

Mr.P

ramote

Rerm

yind

ee (M

r.Pra

mote)

Relatio

nship:

The

compa

ny’s e

xecu

tive

Adva

nce

paym

ent f

or

Land

pur

chas

e.

1 Ja

n.

Interval im

bursem

ent

(interval p

aymen

t)

31 D

ec.

-

2.62

(2.60)

0.01

- - - -

-

9.83

(9.83) -

The

Com

pany

mad

e an

adv

ance

pay

men

t to

Mr.

Pram

ote, for

the

accu

mulat

ion

of lan

d on

Rat

chap

hrue

k Roa

d pu

rcha

sed

for

futu

re

deve

lopm

ent.

Audit C

ommittee

’s Co

mmen

t

The

trans

actio

n wa

s to sup

port

Compa

ny’s

oper

ations

and

app

rove

d by

CEO.

Mr.W

icha

rn S

iriwe

twar

awut) (

Mr.W

icha

rn)

Relatio

nship:

The

compa

ny’s

exec

utive

Buy a

unit of

cond

ominium

Sale C

ost

3.67

--

Rese

rvatio

n of 1 unit

in The

Sky

Suk

humvit co

ndom

inium

projec

t

Audit C

ommittee

’s Co

mmen

t

Norm

al b

usines

s tra

nsac

tion, u

nder

the

welfare

con

ditio

n to a

ward

a

disc

ount to

staff. T

he C

ompa

ny has

the

polic

y to sup

port

staff in

havin

g

their o

wn a

ccom

mod

ation.

Depo

sit a

nd

Down

Pay

men

t

0.14

--

Ms.Su

pee Re

odec

ha *

(Ms.Su

pee)

Relatio

nship:

The

compa

ny’s

exec

utive

* Res

iged

on

Janu

ary 20

15

Buy a

unit of

cond

ominium

Sale C

ost

-1.48

-Re

servation of 1 unit in

Metro

Par

k Satho

rn P

hase

III c

ondo

minium pro

ject

Audit C

ommittee

’s Co

mmen

t

Norm

al b

usines

s tra

nsac

tion, u

nder

the

welfare

con

ditio

n to a

ward

a

disc

ount to

staff. T

he C

ompa

ny has

the

polic

y to sup

port

staff in

havin

g

their o

wn a

ccom

mod

ation.

Depo

sit ,

Down

Paym

ent a

nd tr

ansfee

cost

-1.48

-

118

ANNUAL REPORT 2014

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12Re

lated

othe

r Leg

al E

ntity

Center

of S

tand

ard

Prec

ast C

o., L

td. (

CSP)

Relatio

nship:

- CS

P ho

lds P-

PREF

AB 49

%

- PF

holds

P-

PREF

AB 51

%

- No

individ

ual w

ith con

flict o

f inter

est h

olds

shar

es o

r sits

in th

e bo

ard

of d

irector

s.

CSP

was

con

tracted

to

prod

uce, a

ssem

ble

and

install co

nstru

ction

mater

ials

for t

he C

ompa

ny’s

hous

ing

projec

ts

Audit C

ommittee

’s Co

mmen

t

1) N

ormal bus

ines

s tra

nsac

tion, com

pleted

at t

he m

utua

lly-a

gree

d pr

ice

and

unde

r written

contra

ct.

2) T

he tr

ansa

ction pr

ice an

d co

ndition

was

reas

onab

le and

com

para

tive

to m

arke

t pric

e.

Contra

cted

P-PR

EFAB

compa

nies

for t

he

prod

uctio

n an

d

installatio

n of

prefab

mater

ials

Value

of C

ontra

ct-

0.08

13.91

Cons

truction

Cost

0.22

1.26

38.50

Adva

nce

Paym

ent

14.39

14.47

14.54

Trad

e Cr

edito

r0.95

2.12

3.60

Banc

hong

and

Vidhy

a La

w Office

Co., L

td.

(Ban

chon

g La

w Office

)

Relatio

nship:

- Leg

al E

ntity

which

Mr.V

idhy

a Na

tiviva

t, the

compa

ny’s

dire

ctor

, is a

dire

ctor

and

major

shar

eholde

r.

Law

cons

ultant

cost

Administ

rativ

e Co

st0.06

--

Spec

ializ

ed le

gal a

dviso

r hire

d to scree

n co

mpa

ny doc

umen

t, re

gister

ed

or in

volvi

ng th

e Co

mpa

ny’s

oper

ations

. The

fee offere

d to th

e law

firm is

not a

bove

mar

ket r

ates

.

Audit C

ommittee

’s Co

mmen

t

1) T

he tr

ansa

ction

was to smoo

th th

e Co

mpa

ny’s

oper

ations

and

in line

with n

ormal b

usines

s pr

actic

e.

2) T

he fe

e an

d co

ndition

was

reas

onab

le a

nd n

ot a

bove

mar

ket r

ates

.

Finn

ative

Co., L

td (F

inna

tive)

Relatio

nship:

- Leg

al Entity

which

Mr.J

esd Je

sdpiya

wong

,

Diro

ctor

of K

RH, is a dire

ctor

and

major

shar

eholde

r.

Fina

ncial

cons

ultant cos

t

Administ

rativ

e Co

st2.57

2.11

-Sp

ecializ

ed fina

ncial a

dviso

r to ad

vise the Co

mpa

ny, n

egotiate w

ith fo

reign

inve

stors, and

coo

rdinate the Co

mpa

ny’s

overse

as in

vestmen

t. Th

e se

rvice

fee is

not a

bove

marke

t rates

.

Audit C

ommittee

’s Co

mmen

t

1) T

he tr

ansa

ction

was to smoo

th th

e Co

mpa

ny’s

oper

ations

and

in line

with n

ormal b

usines

s pr

actic

e.

2) T

he fe

e an

d co

ndition

was

reas

onab

le a

nd n

ot a

bove

mar

ket r

ates

.

119

3. C

onne

cted

tran

sact

ions

of s

ubsi

diar

ies.

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12

Conn

ected

trans

actio

ns o

f sub

sidiarie

s

Est

ate

Per

fect

Com

pany

Limite

d (E

P)

Relatio

nship:

- PF

holds

10

0%

- Th

e co

mpa

ny’s e

xecu

tives

(Mr.W

icha

rn S

iriwet

war

awut

and

Ms.Si

rirat W

ongw

attana

)

are

dire

ctor

s.

- Th

e co

mpa

ny’s e

mploy

ees

(Mr.W

ason

Srir

attana

pong

and

Mr.

Kritp

as P

ongp

akaw

at) a

re

dire

ctor

s.

We Re

tail P

ublic

Com

pany

Lim

ited

(WR)

Relatio

nship:

- The

com

pany

holds

93.31

%

- Cha

irman

of the

com

pany

(Dr.T

awatch

ai N

akha

ta) is a dire

ctor

.

- Chief E

xecu

tive Di

rector

of the

com

pany

(Mr.C

hainid A

dhay

anas

akul) is a dire

ctor

.

- The

com

pany

’s ex

ecutive

(Mr.P

ramote Re

rmyin

dee)

is a dire

ctor

- Con

sulta

nt and

Sub

-Com

mittee

* of the

compa

ny

(Mr.B

oonliam Lua

ngna

ktho

ngde

e) is

a dire

ctor

.

- Sub

-Com

mittee

* of the

com

pany

(Mr.C

herd

sak Ko

okiatnun

t) is

a dire

ctor

.

Note:

* Risk

Man

agem

ent c

ommittee

EP g

ive

land

leas

ing

rights to W

R

Adva

nce

Rece

ived

51.72

58.87

-EP

leas

ed a

land

plot t

o W

R, c

over

ing

16 rai

and

229

squa

re w

a, o

n Su

khum

vit R

oad

for a

30-y

ear

perio

d, for

the

dev

elop

men

t into

a

shop

ping

mall.

Audit C

ommittee

’s Co

mmen

t

1) T

he t

rans

actio

n was

to

supp

ort

WR’s

oper

ations

and

in

line

with

nor

mal b

usines

s

prac

tices

.

2) T

he le

asing fee an

d co

ndition

is re

ason

able.

Reve

nue

from

Leas

ing

6.79

4.00

-

Debtor

5.24

2.87

-

Perfe

ct S

port

Club

Com

pany

Lim

ited (P

SC)

Relatio

nship

:

- The

com

pany

holds

100

%.

- The

com

pany

’s director

(Mr.P

haira

t Se

nach

ack) is

a dire

ctor.

-The

com

pany

’s em

ploy

ees

(Mr.W

ason

Srirattana

pong

, Mr.N

antach

art

Kliebp

hipat, M

r. Kr

itpas

Pon

gpak

awat and

Mr.S

aran

yu A

dhay

anas

akul) a

re dire

ctors.

EP con

tracted

PSC

for t

he

man

agem

ent

of E

P pr

ojec

ts’

club

hous

e.

Administ

rativ

e

Cost

Trad

e

Cred

itors

0.72 -

2.26

0.25

1.66

0.15

EP hire

d PS

C to m

anag

e the sp

orts club at E

P’s

projec

ts.

Audit C

ommittee

’s Co

mmen

t

1) T

he t

rans

actio

n was

to

supp

ort

EP’s

oper

ations

and

in

line

with

nor

mal b

usines

s

prac

tices

.

2) T

he s

ervice

fee

was

joint

ly d

eter

mined

,

cons

ider

ing

cost a

nd p

rofit.

120

ANNUAL REPORT 2014

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12Es

tate

Per

fect

Com

pany

Limite

d (E

P)(C

ontin

ued)

U&I c

onstru

ction

Bang

kok Co

., ltd

. (U&

I)Re

latio

nship

:- Th

e co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s

employ

ees

(M

r.Kritpa

s Po

ngpa

kawa

t) is

a dire

ctor

.

EP

contra

cted

U&

I for

the

cons

truction

of hou

ses

Value

of C

ontra

ct30

.86

16.46

35.14

EP hire

d U&

I, es

tablish

ed as a

contra

ctor

for the

Co

mpa

ny and

sub

sidiarie

s, to

con

stru

ct hou

ses

for E

P.

Audit C

ommittee

’s Co

mmen

t1)

The tra

nsac

tion wa

s to su

ppor

t EP’s o

peratio

ns

and

in line

with

nor

mal b

usines

s pr

actic

es.

2)Th

e se

rvice

fee

was

joint

ly d

eter

mined

, co

nsider

ing

cost a

nd p

rofit.

Cons

truction

Cos

t19

.40

31.94

15.17

Adva

nce

Paym

ent

0.48

0.80

3.89

Contra

ctor

2.48

7.02

0.20

Perfe

ct Pr

efab

Com

pany

Lim

ited

(P-P

REFA

B)

Relatio

nship

:- Th

e co

mpa

ny holds

51%

- Th

e co

mpa

ny’s

exe

cutiv

e (M

r.W

icha

rn

Siriw

etwa

rawu

t) is

a dire

ctor

.-

The

com

pany

’s e

mpl

oyee

(Dr. V

oras

ak

Chak

rapiya

nant) i

s a

dire

ctor

.

EP

contracted

P-

PREF

AB

compa

nies

for t

he

prod

uctio

n an

d installatio

n of

prefab

materials

Value

of C

ontra

ctCo

nstru

ction

Cost

Adva

nce

Paym

ent

Contra

ctor

Trad

e Cr

edito

r

21.42

16.98

0.03

3.27

- - - -

- - - -

EP hire

d P-

PREF

AB to

pro

duce

, ass

emble an

d install c

onstru

ction

mater

ials

for EP

’s ho

using

projec

ts.

Audit C

ommittee

’s Co

mmen

t1)

Nor

mal b

usines

s tra

nsac

tion, c

ompleted

at

the

mutua

lly-a

gree

d pr

ice

and

unde

r written

contra

ct.

2)Th

e tra

nsac

tion

price

and

cond

ition

was

re

ason

able a

nd com

para

tive

to m

arke

t pric

e.

Bright D

evelop

men

t Ban

gkok

Co

mpa

ny L

imite

d (B

D)Re

latio

nship

:- T

he com

pany

holds

100

%.

- The

com

pany

’s ex

ecutive

s (M

r.Por

nswa

t Katec

halasriro

f an

d M

s.Sirirat W

ongw

attana

) ar

e dire

ctor

s.

- The

com

pany

’s em

ploy

ees

(Mr.N

antach

art Kl

iebp

hipa

t) is

a dire

ctor

.

U&I c

onstru

ction

Bang

kok Co

., ltd

. (U&

I)Re

latio

nship

:- Th

e co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s

employ

ees

(Mr.

Kritp

as P

ongp

akaw

at) i

s a

dire

ctor

.

BD

contracted

U&

I for th

e co

nstru

ction

of

Value

of C

ontra

ctCo

nstru

ction

Cost

Adva

nce

Paym

ent

Contra

ctor

Trad

e Cr

edito

r

426.99

119.07

184.66

77.36

805.18

132.57

9.45

37.40

895.86

695.84

38.82

42.00

BD h

ired

U&I, es

tabli

shed

as a

contractor fo

r the

Co

mpa

ny and

subs

idiaries

, to co

nstru

ct hou

ses f

or

BD.

Audit C

ommittee

’s Co

mmen

t1) The

tran

saction

was

to su

pport B

D’s o

peratio

ns,

being

normal

busin

ess tra

nsac

tion.

2) The

servic

e fee is

jointly

spec

ified, bas

ed on the

cost and

profit.

121

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Am

ount

(Mill

ion

Baht

)

Pric

ing

polic

y20

1420

1320

12Re

siden

ce N

umbe

r Nine Co

mpa

ny

Limite

d (R

9)Re

latio

nship :

- The

com

pany

holds

100

%.

- The

com

pany

’s ex

ecutive

s (M

r.Wich

arn Si

riwetwa

rawu

t and

Ms.Si

rirat W

ongw

attana

) - T

he com

pany

’s em

ploy

ees

(Mr.P

ornc

hai K

etlek an

d Mr.

Sanp

etch

Suk

kase

m) a

re dire

ctor

s.

Perfe

ct S

port

Club

Com

pany

Lim

ited

(PSC

)Re

latio

nship :

- The

com

pany

holds

100

%.

- The

com

pany

’s dire

ctor

(M

r.Pha

irat S

enac

hack

) is a dire

ctor

.- T

he com

pany

’s em

ploy

ees

(Mr.W

asan

Srirattana

pong

, Mr.N

antach

art K

liebp

hipa

t, Mr.K

ritpa

s Po

ngpa

kawa

t and

Mr.S

aran

yu

Adha

yana

saku

l ) are dire

ctors.

R9 con

tracted

PS

C for t

he

man

agem

ent o

f R9

pro

jects’

club

hous

e

Administ

rativ

e Co

st0.30

0.90

-R9

hire

d PS

Cto

man

age

the

spor

ts c

lub

in R

9’s pr

ojec

ts.

Audit C

ommittee

’s Co

mmen

t1)

The

trans

actio

n wa

s to s

uppo

rt R9

’s op

erations

, in

line

with n

ormal b

usines

s pr

actic

e.

2)Th

e se

rvice

fee is

jointly

spec

ified, bas

ed

on th

e man

agem

ent c

ost a

nd p

rofit.

-0.11

-

U&I c

onstru

ction

Bang

kok Co

., ltd

. (U&

I)Re

latio

nship

:- Th

e co

mpa

ny holds

100

%.

- The

com

pany

’s em

ploy

ees (M

r. Kr

itpas

Po

ngpa

kawa

t) is

a dire

ctor

.

R9 con

tracted

U&

I for

the

cons

truction

of

hous

es

Value

of C

ontra

ct6.55

15.70

3.88

R9 hire

d U&

I, es

tablish

ed as a

contractor fo

r the C

ompa

ny an

d sub

sidiar

ies,

to con

struct hou

ses for R

9.

Audit C

ommittee

’s Co

mmen

t1)

The

trans

actio

n wa

s to s

uppo

rt R9

’s op

erat

ions

and

in

line

with

nor

mal

busin

ess pr

actic

e.

2)Th

e se

rvice

fee is

jointly

spec

ified, bas

ed

on th

e co

st a

nd p

rofit.

Cons

truction

Cost

4.63

17.02

0.80

Adva

nce Pa

ymen

t-

-0.02

Contra

ctor

Tr

ade

Cred

itor

3.75

--

Per

fect

Pre

fab

Com

pany

Lim

ited

(P-P

REFA

B)

Relatio

nship

:- T

he com

pany

hold

s 51

%-

The

compa

ny’s

exec

utive

(Mr.W

icharn

Siriw

etwa

rawu

t) is

a dir

ector.

- Th

e co

mpa

ny’s

employ

ee (Dr

.Voras

ak

Chak

rapiy

anan

t) is

a dir

ector.

R9 con

tracted

P-

PREF

AB

compa

nies

for

the

prod

uctio

n an

d installatio

n of p

refab

mater

ials

Value

of C

ontra

ct-

10.67

-R9

hire

d P-

PREF

AB to

produ

ce, a

ssem

ble

and

install c

onstruction

materials

for R

9’s

hous

ing projec

ts.

Audit C

ommittee

’s Co

mmen

t1) N

ormal bus

ines

s trans

actio

n, co

mpleted

at the

mutua

lly-a

gree

d price

and

und

er

written

con

tract

2) The

tran

saction price

and

con

ditio

n wa

s re

ason

able a

nd c

ompa

rativ

e to m

arke

t rates.

Cons

truction

Cost

-10

.67

-

122

ANNUAL REPORT 2014

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12W

e Re

tail

Public C

ompa

ny L

imite

d

(WR)

Relatio

nship

:

- Th

e co

mpa

ny holds

93

.31%

- Ch

airm

an o

f the

com

pany

(Dr.T

awatch

ai N

akata)

is a

dire

ctor

.

- Chief

Exe

cutiv

e Dire

ctor

of th

e

compa

ny

(Mr.C

hainid

Adha

yana

saku

l) is a

dire

ctor

.

- Th

e co

mpa

ny’s e

xecu

tive

(Mr.

Pram

ote

Rer

myind

ee) is a dire

ctor

.

- Con

sulta

nt a

nd S

ub-C

ommittee

*

of the

compa

ny

(Mr.B

oonliam L

uang

naktho

ngde

e )

is a

dire

ctor

.

- Sub

-Com

mittee

* of the

com

pany

(Mr.C

herd

sak Ko

okiatnun

t) is

a dire

ctor

.

Note:

* Risk

Man

agem

ent c

ommittee

Cen

trepo

int

Shop

ping

Mall Com

pany

Limite

d (C

enter P

oint)

Relatio

nship:

- W

R ho

ld’s

100%

.

- Th

e co

mpa

ny holds

WR

93.31%

- Chief E

xecu

tive Di

rector

of the

compa

ny

(Mr.C

hainid A

dhay

anas

akul) is a

dire

ctor

.

- The

com

pany

’s ex

ecutive

s (Mr.P

ramote

Rerm

yind

ee, M

r.Won

gsak

orn

Pras

itvipat

, and

Mr.P

orns

wat Ka

tech

ulas

riroj) a

re

dire

ctor

s.

-The

compa

ny’s

cons

ultant ( M

s.W

ilanw

an

Luan

gnak

thon

gdee

) is

a dire

ctor

.

WR

loan

s to

Centre

point

Loan

WR loa

ned

to w

holly

-owne

d Cen

tre

Point,

helping

the

latte

r pay

for t

he la

nd

leas

ing fee, exp

and its

bus

ines

s wo

rking

capital,

char

ging

the

intere

st e

quiva

lent

to th

e av

erag

e fin

ancial cos

t of W

R.

Audit C

ommittee

’s Co

mmen

t

Nece

ssar

y fin

ancial a

ssist

ance

amon

g

subs

diaries. T

he in

terest c

harge

refle

cts

the lend

er’s

averag

e fin

ancia

l cos

t.

1 Ja

n86

5.29

250.00

-

Extra

183.08

615.29

250.00

(repa

ymen

t)(9

9.88

)-

-

31 D

ec94

8.49

865.29

250.00

Intere

st R

eceive

d

1 Ja

n33

.57

4.49

-

Interval in

tere

st

rece

ivables

44.31

29.08

4.49

(interval pay

men

t)-

--

31 D

ec77

.88

33.57

4.49

123

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12Pr

oper

ty P

erfect In

tern

ationa

l

Pte.Ltd

(PPI

)

Relatio

nship

:

- Th

e co

mpa

ny holds

100

%.

- Ch

airm

an of th

e co

mpa

ny

(Dr.T

awatch

ai N

akata)

is a

dire

ctor

.

- Ch

ief E

xecu

tive

Office

r of t

he

compa

ny

(Mr.C

hainid A

dhay

anas

akul) i

s

a dire

ctor

.

Note

* inc

luding

con

version of Y

500 milli

on

loan

(app

rox. B

t154

.8 m

illion

) fro

m

Kiro

ro R

esor

t Holding

s

Co.,

Ltd. **

(KRH

)

Relatio

nship:

- PP

I holds

95.61

%

- Th

e co

mpa

ny holds

in P

PI

100%

- Ch

airm

an o

f the

com

pany

(Dr.T

awatch

ai N

akata)

is a

dire

ctor

.

Chief E

xecu

tive

Office

r of t

he

compa

ny (M

r.Cha

inid

Adha

yana

saku

l) is

a dire

ctor

.

-The

com

pany

’s Co

nsultant

( Bhich

ai R

attaku

l) is

a dire

ctor

.

- W

R’s Co

nsultant (M

r.Jes

d

Jesd

piya

won

g) is

a d

irector

.

Note

** F

ormaly na

med

Sha

re G

roup

Co.,L

td.

PPI loa

ns to

KRH

Loan

PPI e

xten

ded

a loan

to

KRH,

for the

inve

stmen

t in

Kiro

ro R

esor

t and

as

working

capital loa

n. T

he lo

an

was su

bjec

ted

the

step

intere

st ra

tes.

- In 2

012, 1

% p

er a

nnum

- Fro

m 201

3, 0.25-

1.50

% abo

ve PPI

’s av

erag

e fin

ancia

l

cost

Audit C

ommittee

’s Co

mmen

t

The

trans

actio

n is finan

cial a

ssista

nce

for

hote

l

busin

ess ac

quisi

tion ov

erse

as. T

he step intere

st ra

tes

are

reas

onab

le a

nd s

uppo

rtive

to

the

subs

idiary’s

oper

ations

.

On

27 F

ebru

ary

2014

, the

Boa

rd o

f Dire

ctor

s at th

e

1/20

14 m

eetin

g ac

know

ledg

ed th

e co

nver

sion

of th

is

loan

into K

RH’s

equity. K

RH ra

ised the ca

pital b

y 50

0

milli

on y

en (10

0,00

0 sh

ares

at 5,00

0 ap

iece

). Th

e

shar

es w

ere

sold to

PPI

and

with

the

proc

eeds

, KRH

repa

id its loan

to P

PI.

1) T

he lo

an to

equ

ity con

version pr

ice an

d co

ndition

s

reac

hed

by th

e Co

mpa

ny a

nd o

ther

sha

reho

lder

s of

KRH

indica

ted a fair ne

gotia

tion, w

ithou

t influ

ence

from

a co

nflic

ting

individ

ual. (A

t Arm

’s leng

th b

asis)

2) T

he lo

an to

equ

ity con

version

price

repr

esen

ted

a

disc

ount from

the Co

mpa

ny’s

aver

age inve

stmen

t cos

t

and

was

below

KRH’

s pa

id-u

p ca

pital pr

ior to the

trans

actio

n.

1 Ja

n79

4.42

694.42

-

Extra

186.00

100.00

694.42

(repa

ymen

t)(1

84.80)

*-

-

31 D

ec79

5.62

794.42

694.42

Intere

st R

eceive

d

1 Ja

n12

.41

1.57

-

Interval in

tere

st

rece

ivables

35.87

37.90

1.57

(interval p

aymen

t)-

(27.06

)-

31 D

ec48

.28

12.41

1.57

124

ANNUAL REPORT 2014

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12Ki

roro

Res

ort H

olding

s

Co.,

Ltd.* (

KRH)

Relatio

nship:

- PP

I holds

95.61

%

- Th

e co

mpa

ny holds

in P

PI

100%

- Ch

airm

an o

f the

com

pany

(Dr.T

awatch

ai N

akata)

is a

dire

ctor

.

Chief E

xecu

tive

Office

r of t

he

compa

ny (M

r.Cha

inid

Adha

yana

saku

l) is

a dire

ctor

.

-The

com

pany

’s Co

nsultant

(Bhich

ai R

attaku

l) is

a dire

ctor

.

- W

R’s Co

nsultant (M

r.Jes

d

Jesd

piya

wong

) is a

dire

ctor

.

Kabu

shiki

Kaish

a Ki

roro

Asso

ciates

Co., L

td. (

KA)

Relatio

nship:

- KR

H ho

lds 10

0

- PP

I holds

KR

H 95

.61%

- PF

holds

PP

I 100

%

- Cha

irman

of the

com

pany

(D

r.

Tawa

tcha

i Nak

ata)

is a

dire

ctor

.

- Ch

ief E

xecu

tive

Office

r of t

he

com

pany

(Mr.

Chain

id

Adha

yana

saku

l) is

a dire

ctor

.

KRH

loan

s to

KA

Loan

253.30

96.73*

*10

8.13

KRH

extend

ed a w

orkin

g ca

pital loa

n to K

A, cha

rging

2% p

er a

nnum

.

Audit C

ommittee

’s Co

mmen

t

1) N

eces

sary fina

ncial a

ssist

ance

to K

A.

2)Th

e intere

st ch

arge

is re

ason

able, tak

ing into acc

ount

KA’s

perfo

rman

ce.

Intere

st R

eceive

d10

.54

8.94

2.70

Intere

st

Rece

ivables

19.02

11.02

2.70

KRH

mad

e an

adva

nce

paym

ent t

o

KA

Reve

nue

from

Leas

ing

110.73

113.60

34.11

KRH

leas

ed ass

ets t

o KA

to ope

rate th

e ho

tel b

usines

s.

Audit C

ommittee

’s Co

mmen

t

1) T

he tr

ansa

ction

was to sup

port

KA’s

oper

ations

.

2)Th

e le

asin

g fe

e was

joi

ntly d

eter

min

ed a

nd

reas

onab

le.

Debtor

5.91

19.72

10.64

Service

char

ge

Administ

rativ

e Co

st40

.89

19.55

0.54

KRH

use

d KA

’s ho

tel s

ervic

es.

Audit C

ommittee

’s Co

mmen

t

Norm

al tran

saction, und

er sim

ilar s

ervic

e ch

arge

s an

d

cond

ition

levie

d on

outsid

ers.

Cred

itors

0.16

0.44

-

Note:

*For

mer

ly nam

ed Sh

are Gro

up C

o.,

Ltd.

**Lo

an in

crea

sed du

ring the ye

ar but

the

book

ed fi

gure

dec

reas

ed d

ue

to t

he c

onve

rsio

n of

yen

-

deno

minated

loan

s to T

hai b

aht

KRH

mad

e an

adva

nce

paym

ent t

o

KA

Debtor

0.72

1.89

-KR

H ad

vanc

ed th

e op

erating

expe

nses

for K

A.

Audit C

ommittee

’s Co

mmen

t

1) T

he tr

ansa

ction

was ac

tual,

2) K

A wa

s ch

arge

d at cos

t.

KA m

ade an

adva

nce

paym

ent t

o

KRH

Cred

itors

53.91

3.29

-KA

adv

ance

d the

oper

ating

expe

nses

for K

RH.

Audit C

ommittee

’s Co

mmen

t

1) T

he tr

ansa

ction

was ac

tual,

2) K

RH w

as cha

rged

at c

ost.

125

4. T

rans

actio

ns b

etw

een

subs

idia

ries

and

conn

ecte

d in

divi

dual

s/en

titie

s

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Am

ount

(Mill

ion

Baht

)

Pric

ing

polic

y20

1420

1320

12

Related

Person

Mr.P

orns

wat

Katech

ulas

riroj(M

r.Por

nswa

t )

Relatio

nship:

- Th

e co

mpa

ny’s

exec

utive

Bright D

evelop

men

t Ba

ngko

k Com

pany

Limite

d (B

D)

Relatio

nship

:

- Th

e co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s

exec

utive

s (M

r.

Porn

swat K

atec

halasriro

f and

Ms.Si

rirat

Won

gwattana

) are

dire

ctor

s.

- Th

e co

mpa

ny’s

employ

ees (M

r.

Nantac

hart

Kliebp

hipa

t) is

a dire

ctor

.

Buy un

it of

cond

ominium

Of B

D

Sale

Cost

--

-Re

servation

of 1

unit o

f iCo

ndo

Sukh

apiban

2

cond

ominium p

roject.

Audit C

ommittee

’s Co

mmen

t

Norm

al bu

sines

s tra

nsac

tion, u

nder the

welf

are

cond

ition t

o awa

rd a

disco

unt to

staff. T

he C

ompa

ny

has the

policy to sup

port

staff in

havin

g their

own

acco

mmod

ation

.

Depo

sit ,

Down

Paym

ent a

nd

trans

fee

cost

-1.74

-

Sale C

ost

--

1.91

Rese

rvation

of 1

unit i

n icon

do P

hetkas

em 3

9

cond

ominium

Audit C

ommittee

’s Co

mmen

t

Norm

al bu

sines

s tra

nsac

tion, u

nder the

welf

are

cond

ition t

o awa

rd a

disco

unt to

staff. T

he C

ompa

ny

has the

policy to sup

port

staff in

havin

g their

own

acco

mmod

ation

.

Depo

sit ,

Down

Paym

ent a

nd

trans

fee

cost

1.83

0.03

0.05

Adva

nce

paym

ent f

or

Land

pur

chas

e

1 Ja

n-

--

BD m

ade an

adv

ance

pay

men

t to Mr. Po

rnsw

at,

for t

he p

urch

ase

of la

nd o

n Su

khap

hiba

n Ro

ad

and B

ang K

hae p

urch

ased

for future d

evelop

men

t.

Audit C

ommittee

’s Co

mmen

t

The

tran

saction wa

s to sup

port

BD’s

operations

and ap

prov

ed by CE

O.

Intere

st

rece

ivables

--

26.00

Intere

st re

ceive

d-

-(2

6.00

)

31 D

ec-

--

126

ANNUAL REPORT 2014

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Am

ount

(Mill

ion

Baht

)

Pric

ing

polic

y20

1420

1320

12

(Mr.J

esd

Jesd

piya

wong

*

(Mr.J

esd)

Relatio

nship:

Dire

ctor

of K

RH

Note:

*Res

igne

d on

Feb

ruar

y 20

15

We Re

tail Pu

blic C

ompa

ny L

imite

d (W

R)

Relatio

nship

:

- Th

e co

mpa

ny holds

93

.31%

- Cha

irman

of the

compa

ny (Dr

.Taw

atch

ai

Naka

ta) i

s a

dire

ctor

.

- Chief E

xecu

tive Di

rector

of t

he com

pany

(Mr.C

hainid A

dhay

anas

akul) is a dire

ctor

.

- Th

e co

mpa

ny’s

exec

utive

(Mr.

Pram

ote

Rerm

yind

ee) i

s a

dire

ctor

.

- Con

sulta

nt a

nd S

ub-C

ommittee

* of the

compa

ny

(Mr.B

oonliam

Lua

ngna

ktho

ngde

e) is

a

dire

ctor

.

- Su

b-Co

mmittee

** of th

e co

mpa

ny

(Mr.C

herd

sak Ko

okiatnun

t) is

a dire

ctor

.

Note:

**Ri

sk M

anag

emen

t com

mittee

Fina

ncial

Cons

ultant

Cons

ultant

inco

me

1.20

1.00

-W

R hire

d a sp

ecializ

ed fin

ancia

l adv

isor for

adv

ice

and

coor

dina

tion

with fo

reign

inve

stor

s. T

he fe

e

is no

t abo

ve m

arke

t rate.

Audit C

ommittee

’s Co

mmen

t

1) T

he tra

nsac

tion

was

to s

uppo

rt Co

mpa

ny’s

operations

and i

n line

with

norm

al bu

sinss

prac

tices

.

2) The

pric

e an

d co

nditio

n wa

s rea

sona

ble an

d no

t

abov

e marke

t rate.

127

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12

Dr.B

unthiw

a Ng

owsir

iman

ee

(Dr.B

unthiw

a)

Relatio

nship:

Dr.Taw

atch

ai N

akata’s

sister

,

Chairm

an o

f the

com

pany

and

The

compa

ny’s e

mploy

ees

Bright D

evelop

men

t

Bang

kok Co

mpa

ny L

imite

d (B

D)

Relatio

nship

:

- The

com

pany

holds

100

%.

- Th

e co

mpa

ny’s

exec

utive

s (M

r.Porns

wat

Katech

alasriro

f an

d M

s.Sirir

at W

ongw

attana

)

are directors.

- The

compa

ny’s

employ

ees (

Mr.N

antach

art

Kliebp

hipat) is a director.

Buy un

it of

cond

ominium

Of B

D

Sale C

ost

--

-Re

servation of 2 units of ico

ndo Su

khap

iban

2 co

ndom

inium p

roject.

Audit C

ommittee

’s Co

mmen

t

Norm

al bu

sines

s tra

nsac

tion, und

er th

e we

lfare

cond

ition

to a

ward a

disc

ount to

staff.

The

Compa

ny ha

s the

policy t

o sup

port s

taff in h

aving

their

own

acc

ommod

ation

.

Depo

sit ,

Down

Paym

ent a

nd

trans

fee

cost

2.76

--

Area

Lea

sing

Reve

nue

from

Leas

ing

0.27

0.07

-Dr.

Bunt

hiwa

leas

ed h

er c

ondo

minium in

iCon

do S

ukha

phiban

2 project to

BD,

servin

g

as its sa

le offic

e.

Audit C

ommittee

’s Co

mmen

t

1) T

he tra

nsac

tion

is in

line

with

nor

mal

busin

ess p

ractice

s. BD

and D

r. Bu

nthiw

a jointly

set th

e pr

ice

and

ente

red

into

a w

ritte

n

agreem

ent.

2) T

he re

nt a

nd c

onditio

n is

reas

onab

le a

nd

compa

rativ

e to m

arke

t rate.

Ms.Po

rnch

an

Katech

ulas

riroj

(Ms.Po

rnch

an )

Relatio

nship:

Mr.P

orns

wat

Katec

hulasriro

j’s

sister,T

he co

mpa

ny’s

exec

utive

Bright D

evelop

men

t Ba

ngko

k Com

pany

Limite

d (B

D)

Relatio

nship

:

-The

com

pany

holds

100

%.

-The

com

pany

’s ex

ecutive

s (M

r.Por

nswat

Katech

alas

rirof an

d Ms.Sirirat W

ongw

attana

)

are

dire

ctor

s.

- The

compa

ny’s

employ

ees (

Mr.N

antach

art

Kliebp

hipa

t) is

a dire

ctor

.

Buy un

it of

cond

ominium

Of B

D

Sale C

ost

--

-Re

servation o

f 1 un

it of ic

ondo

Nga

mwo

ngwa

n

cond

ominium p

roject.

Audit C

ommittee

’s Co

mmen

t

1) T

he tra

nsac

tion

is in

line

with

nor

mal

busin

ess prac

tices

.

2) The

price

and c

onditio

n is t

he sa

me a

s tho

se

offered to outsid

ers.

Depo

sit, D

own

Paym

ent a

nd

trans

fee

cost

-1.13

-

128

ANNUAL REPORT 2014

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12

Related

Lega

l Entity

Est

ate

Per

fect

Com

pany

Limite

d (E

P)

Relatio

nship:

- PF

holds

10

0%

- Th

e co

mpa

ny’s e

xecu

tives

(Mr.W

icha

rn

Siriw

etwar

awut

and

Ms.Si

rirat

Won

gwat

tana

) ar

e

dire

ctor

s.

- Th

e co

mpa

ny’s e

mploy

ees

(Mr.W

asan

Srir

attana

pong

and

Mr.

Kritp

as P

ongp

akaw

at) ar

e

dire

ctor

s.

Center

of S

tand

ard Pr

ecas

t Co., L

td. (CS

P)

Relatio

nship:

- CS

P ho

lds P-

PREF

AB 49

%

- PF

holds

P-P

REFA

B 5

1%

- No individ

ual w

ith co

nflic

t of in

tere

st holds

shar

es o

r sits

in th

e bo

ard

of d

irector

s.

EP con

tracted

CSP

for t

he

prod

uctio

n an

d

installatio

n of

prefab

mater

ials

Value

of C

ontra

ct11

.11

0.44

19.53

EP hire

d P-

PREF

AB to

produ

ce, a

ssem

ble and

install co

nstru

ction

material

s for EP

’s ho

using

proje

cts.

Audit C

ommittee

’s Co

mmen

t

1) N

ormal bus

ines

s tra

nsac

tion, com

pleted

at

the

mutua

lly-a

gree

d price

and

und

er w

ritten

contract

2) T

he trans

actio

n price

and

con

ditio

n wa

s

reas

onab

le and

com

parativ

e to m

arke

t pric

e.

Cons

truction

Cost

6.13

0.40

29.77

Adva

nce Pa

ymen

t

Contra

ctor

0.02

0.01

-

Trad

e Cr

edito

r 3.53

0.70

1.65

Banc

hong

and

Vidhy

a La

w O

ffice

Co., L

td.

(Ban

chon

g La

w Office

)

Relatio

nship:

- Le

gal E

ntity

which

Mr.V

idhy

a Na

tiviva

t,

the

compa

ny’s

dire

ctor

, is

a dire

ctor

and

major

Sha

reho

lder

.

Law

cons

ultant

cost

Administ

rativ

e Co

st-

0.04

-Sp

ecializ

ed leg

al a

dvisor

hire

d to

rev

iew

registratio

n do

cumen

t and

doc

umen

t invo

lving

the

EP’s

oper

ations

. The

fee

offere

d to th

e

law

firm is

not a

bove

mar

ket r

ates

.

Audit C

ommittee

’s Co

mmen

t

1) T

he tr

ansa

ction

was

to s

moo

th th

e EP

’s

oper

ations

and

in line

with

nor

mal b

usines

s

prac

tice.

2) The

fee an

d co

ndition

was

reas

onab

le and

not a

bove

mar

ket r

ates

.

129

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12Br

ight D

evelop

men

t Ba

ngko

k

Compa

ny L

imite

d (B

D)

Relatio

nship

:

- Th

e co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s e

xecu

tives

(Mr.P

orns

wat K

atec

halasriro

f

and

Ms.Si

rirat W

ongw

attana

)

are

dire

ctor

s.

- Th

e co

mpa

ny’s e

mploy

ees

(Mr.N

antach

art Kl

iebp

hipa

t) is

a dire

ctor

.

Banc

hong

and

Vidhy

a La

w Office

Co., L

td.

(Ban

chon

g La

w Office

)

Relatio

nship:

- Le

gal E

ntity

which

Mr.V

idhy

a Na

tiviva

t,

the

compa

ny’s

dire

ctor

, is

a dire

ctor

and

major

sha

reho

lder

.

Law

cons

ultant

cost

Administ

rativ

e Co

st-

0.06

-Sp

ecializ

ed le

gal a

dviso

r hire

d for leg

al adv

ice

and

the

revie

w of re

gistra

tion

docu

men

t and

docu

men

t inv

olvin

g the BD

’s op

erations

. The

fee offere

d to th

e law

firm is

not abo

ve m

arke

t

rates.

Audit C

ommittee

’s Co

mmen

t

1) T

he t

rans

actio

n was

to

smoo

th B

D’s

oper

ations

and

in line

with

nor

mal b

usines

s

prac

tice.

2) T

he fe

e an

d co

ndition

was

reas

onab

le and

not a

bove

mar

ket r

ates

.

130

ANNUAL REPORT 2014

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12Res

iden

ce N

umbe

r Nin

e

Compa

ny Lim

ited (R

9)

Relatio

nship

:

- Th

e co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s e

xecu

tives

(Mr.W

icha

rn S

iriwet

war

awut

and

Ms.Si

rirat

Won

gwat

tana

)

- T

he c

ompa

ny’s

employ

ees

(Mr.P

ornc

hai Ke

tlek

and

Mr.

San

petc

h Suk

kase

m)

are

dire

ctor

s.

Center

of S

tand

ard Pr

ecas

t Co., L

td. (CS

P)

Relatio

nship:

- CS

P ho

lds P-

PREF

AB 49

%

- PF

holds

P-

PREF

AB 51

%

- No individ

ual w

ith co

nflic

t of in

tere

st holds

shar

es o

r sits

in th

e bo

ard

of d

irector

s.

R9 con

tracted

CSP

for t

he

prod

uctio

n

Value

of C

ontra

ct-

-6.28

R9 h

ired

CSP

to p

rodu

ce, a

ssem

ble a

nd in

stall

cons

tructi

on m

aterials f

or R

9’s hou

sing proje

cts.

Audit C

ommittee

’s Co

mmen

t

1) N

ormal bus

ines

s tra

nsac

tion, com

pleted

at

the

mutua

lly-a

gree

d price

and

und

er w

ritten

contract.

2) T

he trans

actio

n price

and

con

ditio

n wa

s

reas

onab

le and

com

parativ

e to m

arke

t pric

e.

Cons

truction

Cost

-0.32

10.32

Adva

nce Pa

ymen

t

Contra

ctor

--

0.01

Trad

e Cr

edito

r-

-0.48

Banc

hong

and

Vidhy

a La

w Office

Co., L

td.

(Ban

chon

g La

w Office

)

Relatio

nship:

- Le

gal E

ntity

which

Mr.V

idhy

a Na

tiviva

t,

the

compa

ny’s

dire

ctor

, is

a dire

ctor

and

major

sha

reho

lder

.

Law

cons

ultant

cost

Administ

rativ

e Co

st-

0.03

-Sp

ecializ

ed leg

al a

dvisor

hire

d fo

r lega

l

advic

e, re

view

the re

gistra

tion do

cumen

t and

docu

men

t related

to R

9’s o

pera

tions

. The

fee

offere

d to th

e law

firm is

not a

bove

mar

ket

rates.

Audit C

ommittee

’s Co

mmen

t

1) T

he t

rans

actio

n was

to

smoo

th R

9’s

oper

ations

and

in line

with

nor

mal b

usines

s

prac

tice.

2) The

fee an

d co

ndition

was

reas

onab

le and

not a

bove

mar

ket r

ates

.

131

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12Pe

rfect S

port

Club

Com

pany

Limite

d (P

SC)

Relatio

nship

:

-The

com

pany

holds

100

%.

-The

com

pany

’s dire

ctor

(Mr.

Phaira

t S

enac

hack

) is a

dire

ctor

.

-The

com

pany

’s em

ploy

ees

(Mr.W

asan

Srir

attana

pong

,

Mr.N

antach

art K

liebp

hipa

t,

Mr.

Kritp

as P

ongp

akaw

at a

nd

Mr.S

aran

yu A

dhay

anas

akul)

are

dire

ctor

s.

Banc

hong

and

Vidhy

a La

w Office

Co., L

td.

(Ban

chon

g La

w Office

)

Relatio

nship:

- Le

gal E

ntity

which

Mr.V

idhy

a Na

tiviva

t,

the

compa

ny’s

dire

ctor

, is

a dire

ctor

and

major

sha

reho

lder

.

Law

cons

ultant

cost

Administ

rativ

e Co

st-

0.01

-Sp

ecializ

ed le

gal a

dviso

r hire

d for leg

al adv

ice,

a re

view

of the

reg

istra

tion

docu

men

t an

d

docu

men

t related

to PSC

’s op

erations

. The

fee

offered t

o the

law

firm is no

t abo

ve m

arke

t rates

.

Audit C

ommittee

’s Co

mmen

t

1) T

he tra

nsac

tion

was

to

smoo

th P

SC’s

oper

ations

and

in line

with

nor

mal b

usines

s

prac

tice.

2) The

fee an

d co

ndition

was

reas

onab

le and

not a

bove

mar

ket r

ates

.

U&I C

onstru

ction Ba

ngko

k Co.,

Ltd. (U

&I)

Relatio

nship

:

- Th

e co

mpa

ny holds

100

%.

- Th

e co

mpa

ny’s e

mploy

ees

(Mr.

Kritp

as P

ongp

akaw

at) is a

dire

ctor

.

Smar

t Think

Co., L

td.

(Smar

t Think

)

Relatio

nship

:

- Leg

al E

ntity

, Mrs.O

rasa

Siriwe

twar

awut,

Mr.W

icha

rn Si

riwetwa

rawu

t’s w

ife the

co

mpa

ny’s

dire

ctor

, is an

owne

r.

Fee in o

btaining

wor

k pe

rmits

for

fore

ign

worker

s

Misc

ellane

ous

expe

nses

-0.06

-U&

I hire

d Sm

art T

hink

, a la

bor c

onsu

ltant, to

apply

for o

fficial w

ork

perm

its fo

r its fo

reign

worker

s.

Audit C

ommittee

’s Co

mmen

t

1) T

he trans

actio

n wa

s in li

ne w

ith n

ormal

busin

ess pratcie

s.

2) T

he fe

e an

d co

nditio

n wa

s reas

onab

le and

not a

bove

marke

t rates

.

132

ANNUAL REPORT 2014

Lega

l Ent

ity /

Rela

tions

hip

Tran

sact

ion

Amou

nt (M

illio

n Ba

ht)

Pric

ing

polic

y20

1420

1320

12

Unilo

ft Se

rvice

(Tha

iland

) Co., L

td. (UN

ILOFT

)

Relatio

nship

:

- Th

e co

mpa

ny holds

100

%

- Th

e co

mpa

ny’s e

mploy

ees

(Mr.S

aran

yu

Adha

yana

saku

l,

Mr.N

atth

apho

n Su

eb-A

m a

nd M

r.Jam

es

Stev

enso

n W

orbo

ys) a

re d

irector

s.

- Su

b-Co

mmittee

* of t

he com

pany

(Mr.C

herd

sak Ko

okiatnun

t) is

a dire

ctor

.

- Es

tate’s

employ

ees (M

r.Pra

thom

pob

Intr-

Bum

rong

)

is a

dire

ctor

.No

te

* Risk

Man

agem

ent C

ommittee

Banc

hong

and

Vidhy

a La

w Office

Co., L

td.

(Ban

chon

g La

w Office

)

Relatio

nship:

- Leg

al E

ntity

which

Mr.V

idhy

a Na

tiviva

t,

the

compa

ny’s

dire

ctor

, is a

dire

ctor

and

major

Sha

reho

lder

.

Law

cons

ultant

cost

Administ

rativ

e

Cost

-0.07

-Sp

ecializ

ed leg

al a

dvisor

hire

d for

lega

l

advic

e, a

revie

w of th

e reg

istratio

n doc

umen

t

and d

ocum

ent related

to U

niloft’s o

peratio

ns.

The fee offere

d to th

e law

firm is

not abo

ve

mar

ket r

ates

.

Audit C

ommittee

’s Co

mmen

t

1) T

he tr

ansa

ction

was

to s

moo

th P

SC’s

oper

ations

and

in lin

e wi

th nor

mal bus

ines

s

prac

tice.

2) T

he fe

e an

d co

ndition

was

reas

onab

le

and

not a

bove

mar

ket r

ates

.

5. I

nfor

mat

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

C

ompa

ny a

nd s

ubsi

diar

ies

durin

g 20

12 -

2014

Lega

l Ent

ityRe

latio

nshi

pTr

ansa

ctio

n

The

subs

idiarie

s

Ramintra

l Mall C

o., L

td.

* For

mer

ly n

amed

Mar

iya

Stuff C

o., L

td, a

cquire

d in A

ugus

t 201

3

- PF

holds

100

%

- Ch

ief E

xecu

tive

Dire

ctor

of t

he com

pany

(Mr.C

hainid Ad

haya

nasa

kul)

is a

dire

ctor

.

- Th

e co

mpa

ny’s

exec

utive

(Mr.

Pram

ote

Rer

myind

ee) i

s a

dire

ctor

.No

ne

The

Affili

ates

Real S

ervic

e Co

., Ltd. (R

S)

- PF

holds

19%

- The

com

pany

’s em

ploy

ees (M

r. Sa

nphe

t Suk

kase

m and

Mr.C

hainar

ng N

gern

sopa

) are

dire

ctor

sNo

ne

133

1. Business risks Risks from fiercer competition in residential market

The residential market has remained under the influence of large-sized developers, who have been able to adjust themselves

to high market volatility. Large-sized developers also own greater potential in the business, with access to various sources of

fund thanks to confidence from investors and financial institutions. With the realisation in this risk, the Company has put its focus

on research and development to enhance the competitiveness. Detailed study of target customers is emphaised, as well as

surveys of market demands. The Company places emphasis on locations, project layout, architectural designs, usable space,

value for money and clear categorization of target customers. The Company also works out with financial institutions to increase

consumers’ purchasing power and reduce their financial burden. This has been the Company’s leverage in competing against

other major developers.

Risk from construction cost and project financingThe Company and subsidies’ main business is to develop residential units for sale. In 2014, land and house sale

accounted fro 49.1% of total revenue, while revenue from condominium units stood at 28.7%. As the ratio of house sale is

huge and it is the Company’s policy to sell only complete houses, no payments are received prior to the sale and advance

funding for the construction grows accordingly. There are also uncertainties that may affect target customers’ purchasing

power and decision. For example, (1) the employment rate and household income which changes accordingly to the macro-

economic outlook of Thailand and the world, (2) mortgage rates and commercial banks’ lending policy, (3) government

supports, and etc. This produces a risk that the Company may be unable to sell houses. Inventory would also rise, which

will affect the Company’s liquidity and profitability.

The Company has defined the following measures to cope with the risk.

1. Consumer behavior survey: All visitors at project sites are asked about their spending budget, preferable designs,

land area, and etc. Combined with historical data, the Company can analyze consumer demands. As a large-sized

developer which has stayed in the business for nearly 30 years, the Company has an advantage in terms of market

data, experience and understanding of target customers’ preferences.

2. The Company carries out the construction of single houses and townhouses in each project phase by phase. Contractors

are hired accordingly to the construction plan. The construction work depends largely on the orders, to keep inventory

low. The average inventory is maintained accordingly to the grand plan, to balance the number of complete and

underconstruction houses. When sale activities do not meet targets, the Company can speedily adjust the construction

work. Or when customers’ preferences significantly change, the Company can adjust the size accordingly. On a change

in purchasing power, the Company can adjust the property size so that the unit price is lowered to meet their

purchasing power.

3. On condominium development, though the Company can partly finance the construction with down payments,

the Company still requires a huge sum of money. This requires attention in cost management. The Company’s

condominium projects are put into two categories: low-rise which is no higher than 8 storeys and high-rise of

which height. The construction period of the two types is 12-14 months for low-rises and 18-24 months for high-

rises. Low-rise and high-rise development ratio is maintained at an appropriate level, to facilitate construction

RISK FACTORS

134

ANNUAL REPORT 2014

management and respond to sale activities, revenue realization and financial supports from financial institutions.

4. The Company has clear financing plans for each project. Positive sale activities of the old projects have allowed the

Company and subsidiaries to win long-term loans from financial institutions, which were confident in the projects’

potential. Meanwhile, though demand for working capital increases in line with the launch of new projects, the Company

has shown no difficulty in financing the debt as revenue from other projects can also be used as working capital. (More

in Item: Risk from access to funding, ability to pay)

Risk from political and economic uncertainties In the second half of 2013 through the first half of 2014, political instability put a brake or stalled public projects. Plus

lower purchasing power and more stringent lending policy at commercial banks, this affected residential property demand.

All developers witnessed direct impacts on sale activities and property transfers.

The Company adjusted business strategies in line with the political and economic situation. For instance, attention was

placed on the launch of new projects, the purchase of new land plots, construction and cash flow management. Project development

was adjusted accordingly. The construction volume was in line with sale revenue, to limit inventory. New project launch and land

purchases were put off, to achieve effective cash flow management and lower risks from political and economic uncertainties.

Risk from deterioration or outdated designs of houses, townhouses and condominium in stock The Company and subsidiaries pre-determined sell prices and selling period of each project, in line with construction

plans. If the Company cannot meet sale target, the Company and subsidiaries would end up with some left-over single

houses, townhouses and condominium units. The deterioration and outdated designs of the property could pose a risk, as

it demands expenses for the maintenance. The units could also end up being sold at the below-cost prices.

Nevertheless, the Company is confident that the Company and subsidiaries’ single house, townhouse and condominium

projects will win positive response thanks to attractive selling points and the marketing plans tailored for each target group.

The projects are located in potential areas and priced appropriately. Our business group’s sale target and revenue has been

close to targets. When the Company has a plan to boost sales at a particular project, PR strategies would be adjusted while

new marketing promotion would be introduced. For example, discount for the last unit, promotion through sale officers, or

other offers.

2. Construction-related risks Risk from construction cost volatility

Construction materials are main raw materials of property development. A significant increase in construction materials

prices could raise the construction cost. The Commerce Ministry’s date showed that the average price of construction

materials edged up by 0.7% in 2014, compared to the 2013 level, due to the overall contraction in construction works. In

the first half of 2014, public construction projects suffered from several problems like political uncertainties and economic

slowdown. The value of public and private projects contracted, while steel and oil prices declined. These factors should

further keep the increase in construction materials prices at a low pace in 2015. As such, risk from the volatility on the

Company’s development cost would be limited.

135

However, the Company has continuously emphasized on the management of the increasing development cost of low-

rise projects. Concerning single house and townhouse projects, the Company controls the construction materials prices risk

by sourcing the materials directly from manufacturers. Manufacturers are invited to a bid, allowing the Company to compare

and test the quality of the materials. While the materials are sourced at a right price, the delivery period can be pre-determined

to reduce the risk of a possible price increase. Economy of scale is achieved. The same method is applied with the

procurement of several items for condominium development, such as tiles, sanitary ware and air-conditioners. This effectively

increase the Company’s bargaining power in setting the prices.

Moreover, a business unit is directly in charge of monitoring price movement, to effectively keep updated on the prices

and control the construction cost.

Risk from contractor and labor shortage Focus is placed on contractors. Contractors with good track records will be put in the Company’s database, ready for

the selection to handle the construction of the Company’s and subsidiaries’ projects. The Company adheres to a transparent

policy in awarding construction volume to each contractor. Payments are completed on time and contractors are also entitled

to other kinds of assistance. The Company also opens the door for new contractors, who will be selected based on their

capacity and credentials, in preparation for future expansion.

The Company and subsidiaries have awarded contracts to over 100 medium and small-sized contractors. Their

qualification and construction cost will be determined before the contracts are signed. The delivery date is also clearly defined

in the contracts. This allows the Company not to depend on a particular contractor. The Company has maintained good

relationship with contractors through the supply chain management, which helps procure construction materials for the

contractors. Training is on offer, while contractors are categorized accordingly to the quality of their work. Construction cost

is fairly adjusted accordingly to market conditions and the prices of construction materials, which have risen on an increase

in minimum wage. All contractors are subjected to similar requirements.

In the past few years, Italian-Thai Development Public Company Limited and Saeng Fa Construction Co Ltd have been

the primary construction firms for condominium projects of the Company and subsidiaries, thanks to their best offers compared

to those offered by other companies joining the bids. However, the Company and subsidiaries do not strike any monopolistic

or long-term contract with the two companies. The door is open for other qualified companies that may offer the best offers

in future bids.

136

ANNUAL REPORT 2014

To cope with the Asean Economic Community that may lead to labor shortage, the Company has introduced the

prefabrication or precast construction technology, which allows the installation of finished walls and other items. The ratio

of precast houses has been raised to reduce the construction period and allows the Company to reduce its dependence on

skilled labor. The Company established Perfect Prefab Co Ltd in 2011, to manufacture finished construction parts for single

houses and townhouse, wall panels of projects’ fences, as well as parts for condominium projects. The subsidiary is able

to supply materials for 500 houses per annum.

The Company also established U & I Construction Bangkok Co Ltd as a wholly-owned subsidiary. It involves in the

construction business, able to handle the construction of single houses, twin houses, townhouses and low-rise condominium

buildings for the group. Flexibility in construction management increases as the Company focuses on the supply chain

management and the selection of qualified contractors. This also allows the Company to control the construction cost and

construction period. The construction volume and quality can be maintained, while risk of qualified contractor shortage is

reduced. The construction of high-rise condominium projects are carried out under Turnkey Construction Contracts with

large-sized contractors, allowing the Company to effectively control the construction cost, quality, and duration.

3. Administrative and management risks Risk from guarantee to subsidiaries

The Company’s outstanding loan guarantee to subsidiaries stood at Bt9,430.8 million, as of 31 December 2014.

The guarantee could pose a risk if the subsidiaries cannot repay the principal and interest to their creditors. However,

these subsidiaries borrowed the sum to finance development projects, which are their main business purpose. The Company

has a policy in place to closely monitor the subsidiaries’ operations, which should guarantee that they can meet debt

obligations with their own profits and cash flow. The risk from the loan guarantee to subsidiaries thus remains low.

4. Financial risks Risk from access to funding and debt repayment ability

The property development business requires huge capital. The company’s policy to boost liquidity is through establishing

relationship with several commercial banks. All the projects under development have won supports from financial institutions.

Their offers will be considered so that the company wins the most appropriate cost of fund. The company has also issued

unsubordinated and unsecured debentures, with short and long-term maturity depending on requirements, to finance the

property development and grow business. (Details in “Securities and Holders”) The debentures have been warmly welcomed

by investors, thanks to the company’s reputation and business track record.

As of 31 December 2014, the Company’s current liabilities stood at Bt13,941.21 million. Key items are debentures with

less than 1 year in maturity, worth totally Bt8,978.72 million; long-term loans due within 1 year worth Bt747.14 million; bill

of exchange and promissory notes worth Bt1,360.63 million; and trade and other credits worth Bt2,411.47 million.

137

The Company repays term loans from financial institutions accordingly to the transfer of properties. As of 31 December

2014, the combined value of the Company and subsidiaries’ under-development projects was Bt32,091.33 million. On the

date, the Company and subsidiaries had access to outstanding overdraft credit worth Bt9,988.16 million, which could support

the operations. The Company has so far redeemed debentures and repaid short-term loans with working capital as well as

the introduction of new bonds. The Company has so far repaid loans to all creditors on schedule and been able to maintain

key financial ratios as specified in the debenture prospectus and short-term loan contracts.

Risk from obligation to maintain the debt to equity ratio at 2:1 The Company is obligated to maintain the debt to equity ratio at the end of each quarter at 2:1. As of 31 December

2014, the ratio was 1.83:1. If the Company cannot maintain the ratio as agreed, a default is possible. However, a default

would take place only when the ratio is above and is not brought back to the specified level at the end of the next quarter.

This clause gives time to the Company to fix the financing structure. The ratio has risen to an abnormally high level in the

past 2-3 years due to the investment in several new projects by the Company and subsidiaries as well as the investment

in condominium projects of which development duration is longer than low-rise projects. In the long term, the Company is

convinced that the ratio would be lower when the investment pace returns to normal.

* Total net liabilities are total liabilities audited and shown in the consolidated account. The liabilities carry interest

burden or discounting, including financial obligations and future debt possibly arising from loan guarantees or similar obligations

extended to individuals or juristic entities which are not the Company’s subsidiaries.

138

ANNUAL REPORT 2014

Risk from UNIPF’s lease of Uniloft Salaya projectThe Company is the operator and leaser of Uniloft Salaya from Uniloft Property Fund. The project is leased with fixed

rent at Bt43.50 million per annum in the first three years (November 2013 to November 2016). The fund owns the right to

extend the lease contract by another one year. This could pose a risk if the revenue is below the specified rent. The

Company’s management has estimated the loss amount and set aside provisions worth Bt45.30 million in 2013. The provisions

are appropriate and approved by the auditor.

However, during January to December 2014, the project’s occupancy rate was 33%. With the average rentals of Bt7,347

per month, the project generated Bt14.99 million in revenue. The figures differ from the estimated occupancy rate of 49.83%,

rentals at Bt7,500 a month, and total revenue of Bt21.50 million. This required the company to set aside additional provisions

worth Bt24.03 million in 2014. The Company may have to set aside more provisions in the future if the revenue falls below

the estimates applied for the current provisioning base. However, the Company is confident in its management ability and

is convinced that it would achieve the revenue target, which should limit the risk for additional provisions.

Risk from delay in realizing profits from a true sale contract On 28 February 2008, the Company struck a contract to sell 64 houses in Perfect Masterpiece Ekamai-Ramintra and Perfect

Place Ramkhamhaeng-Suvarnabhumi projects worth Bt510 million to Property Perfect Fund. Profit was booked and the value

of the property was cut from the Company’s account in the accounting year. The Company’s 5-year guarantee of minimum

revenue, at Bt55 million per annum, also ended on 31 December 2012. However, though there was no condition on asset

repurchase, the Board of Directors at the 1/2013 meeting on 14 January 2013 agreed to buy back the assets from the fund which

decided to end its existence and put the property on sale as rentals from foreign tenants did not meet targets. The houses were

bought back for Bt505 million, the lowest prices suggested by two independent appraisers. The decision was based on the fact

that the Company was the original owner of the houses and they are located in the projects which are under development. They

should not be sold to other developers.

The Company does not have the policy to repurchase the property or intention to strike a repurchase contract from

any property fund, investment trust or individual in the future. The Company has no power to influence a property fund or

investment trust’s decision to sell assets or end its existence. Such decision depends on circumstances and should generate

the best interests to all investors. This is beyond the Company’s expectation. Normally, a fund or a trust needs to win

investors’ consent for asset sale and follow the asset sale procedures. For example, the asset must be sold in an open bid.

The fund or trust also controls the right to abort the asset sale if offered prices are unreasonable.

139

Risk from the pending takeover of Thai Property and Grand Asset Under the plan to take over Thai Property, the Company agrees to tender for all remaining shares of Thai Property and

all shares in Grand Asset to be in line witht eh Chain Principle. The tender offer is conditional: the Company will cancel the

transaction if the combined number of Thai Property shares offered when the tender offer period ends is lower than 75% of

all issued shares. It remains uncertain if the number of shares offered would reach the threshold.

It also remains if Thai Property and Grand Asset shareholders would welcome the tender offer.

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The Board of Directors reviewed the company’s internal control system at the 1/2015 meeting on 26 February 2015,

basing the review on the Securities and Exchange Commission’s revised rules on sufficiency (revision under the COSO

Internal Control - Integrated Framework 2013). The rules cover 5 areas of internal control - internal control, risk management,

operational control, information and communication system and the monitoring system. The Board of Directors resolved

that the company’s internal control is sufficient and appropriate. The responsible workforce is sufficient and the monitoring

system of the operational system of the company and subsidiaries is efficient and able to prevent fraudulent uses of resources.

Detail of the view is as follows;

1. Control Environment1) Integrity and Morality The Board of Directors and the management prescribe the direction and practices based on integrity and ethics,

encompassing daily operations, decision-making guidelines and treatment guidelines for trade partners, customers and others.

In the Code of Conduct, executives and staff are prohibited from taking actions which may be conducive to conflict of

interest. Staff is barred from asking for gifts or other benefits from trade partners, contractors and other related parties.

They must not use the Company’s assets or company name, abuse power for their personal benefits, or commit any

corrupt practices. Violators are subjected to disciplinary actions. Executives and staff at all levels are notified of the

guidelines and penalties.

2) Board of Directors retains independence from the management and have oversight on the operations, human resource development and internal control. The Board of Directors ensures the Company has clear, measurable and practical business goals and determines the roles

and responsibilities of the executive board and executives in accordance with laws and the Company’s charter. This

encompasses the roles of the Audit Committee, the auditor, internal control officers and the persons responsible for financial

reports. The Board of Directors consists of a sufficient number of independent directors who possess knowledge, ability,

credibility and independence.

The Board of Directors also ensures the appropriateness of human resource development and internal control system.

3) The management outlines a compact organizational structure and appropriately deterrmines the authorization and responsibility under the Board of Directors’ oversight, to allow strategic achievements.

The organizational structure is designed accordingly to the Company’s business goals and an effective internal control

is put in place. This covers the division of key tasks to allow check and balance. The internal control unit reports directly

to the Audit Committee and clearly direct report.

High-level executives devise the line of command, considering the authorization, responsibility and intercommunications.

The roles and responsibilities of the Board of Directors, the executive board, executives and staff are clearly specified.

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4) Commitment to attract, develop and retain talents is asserted. The Company has outlined the policy and practices in attracting, developing and retaining talents. There is an assessment

process and incentive for staff with good performance, which must be made known to executives and staff. The Company

ensures appropriate and sufficient training and puts in place the process to deal with talent shortage or prepared for

the situation.

5) All staff is held responsible for assisting the internal control, for the organization to reach the business goals. The Board of Directors and the management has compulsory schemes to bind all staff to the internal control. Some

practices may be adjusted if necessary. The performance assessment is defined in accordance with the Code of Ethics

and the Company’s goals. Incentives are provided for those successfully honor their parts in following internal control rules.

2. Risk Assessment1) Business goals are clearly and sufficiently defined, to assist the identification and assessment of risks related to the goals. The Company complies with the generally-accepted accounting standards and information is disclosed fully and

accurately. The Risk Management Committee has informed the management and staff of risk management policies

and required their compliance.

2) Risks which may derail business goals are thoroughly identified and evaluated. The Company identifies overall risks which may affect the operations of the organization, business units and departments.

Risks stemming from internal and external factors - including strategic and operational risks, compliance, and ICT-related

risks - are evaluated, taking into the likelihood and possible impacts.

3) Corruption-related risks are taken into account in assessing each department’s risks in achieving the organization’s goals.

The Company assesses the possibility of corrupt practices and ensures operational goals are achievable, Staff incentives

are maintained at the reasonable levels, to discourage staff from commit corrupt practices. The Audit Committee seeks

consultation with the management over the likelihood and preventive and corrective measures.

4) Ability to identify and evaluate risks which may affect the internal control The Company assesses external factors and a change in business trends which may affect the operations, internal

control and financial reports. Sufficient measures are in place to tackle the situation.

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3. Control Activities1) Control measures to keep risks to business goals at acceptable level. The Company’s controlling measures are appropriate to the organizational risks. Written internal control measures

appropriately cover business activities such as the policies and guidelines on financial transactions, procurements, and

general administrative issues. The roles, responsibilities and line of command of executives in each level are clearly

specified, to prevent corruption. The authority on approval, accounting and asset management is separated, to put in

place check and balance.

2) Technology is adopted to enhance internal control.

The Company defines the interconnection in technology adoption in the work process and IT system control. Control

measures for infrastructure and IT system are appropriately specified while the IT system is properly maintained.

3) Control policies, including expectation and work process, are specified to ensure practicality of such policies.

The Company has policies in place to monitor transactions of major shareholders, directors and executives or individuals

related to them. Such transactions must fall through the specified approval process and must be approved by those

without conflict of interest. In this regard, the Company’s interests come first. The transactions must be handled on the

“at arm’s length basis”. There is a process to monitor the operations of subsidiaries and associated companies.

4. Information & Communication1) Sufficient and quality information to support internal control goals

The Company ensures the Board of Directors is equipped with sufficient information for their decision making and

directors receive meeting invitation and related document ahead of the meeting dates, at least within the statutory

period. The meeting minutes contain sufficient details, to allow retrospective investigation into individual directors’

performance. Important document is fully stored.

2) Internal information, including internal control goals and responsibility, is shared to ensure supports to the task.

The Company has put in place an effective process and channels to disseminate internal information. The Board of

Director is regularly fed with significant information. The directors can access the information necessary for their work

or review any issues. A secret and sound channel is open to receive complaints or reports on fraudulent practices from

those working in the organization.

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3) External communication on issues that may affect internal control The Company has established effective communication channel with outside stakeholders. Investor Relations are in

place to provide information to investors.

5. Monitoring Activities1) Internal control monitoring and assessment to ensure sufficiency and suitability The Company has the process to monitor compliance to the Code of Ethics. Executives and staff are prohibited from

any actions conducive to the conflict of interest, being monitored by supervisors of each department and internal control

unit which reports directly to the Audit Committee. Internal control officers are encouraged to comply with the International

Standard for The Professional Practice of Internal Auditing (IIA).

2) Prompt evaluation and report on internal control discrepancies to responsible persons, high-level executives and the Board of Directors

The Company has closely monitored and promptly tackled internal control discrepancies. In the likelihood of serious

fraudulent practices, law violation or other irregular activities, the management will immediately inform the Board of

Directors. Reports on key discrepancies and solutions are also submitted to the Board of Directors and the Audit

Committee in a timely manner.

The Audit Committee views that the Company’s internal control is in line with the Board of Directors’ policy. The auditor,

Mr. Supachai Panyawatano of EY Co.,Ltd, did not identify significant discrepancies in the internal control, which may

cause damage to the Company. However, during the year, the auditor submitted some remarks on the internal control

to the Board of Directors, so that the measures can be improved for greater efficiency. Key issues concern long-standing

advance payments for land purchases and a significant discrepancy in a subsidiary’s construction cost estimate and

actual cost.

The internal control unit, supervised by Ms. Duangporn Rermyindee, internal audit director, reports directly to the Audit

Committee. The committee views that she is knowledgeable and capable to lead the unit efficiently and effectively,

(Her education credential and experience is in Attachment 3) The Audit Committee’s approval is necessary to appoint,

dismiss or transfer the unit’s chief.

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Overall PolicyPolicy and Good Governance

Property Perfect Public Company Limited operates the property development business, focusing on properties for sale

and rent. The emphasis is placed on good governance practices, which take into account stakeholders ranging from

consumers, shareholders, employees and suppliers to communities, society and the environment. To ensure that its businesses

properly follow the standard of practices and to avoid the impact on community and environment, the Company has strictly

adhered to the 3 business principles which include:

1. Integrity and Accountability based on professionalism of its employees at every level

2. Transparency in business operation and Good Internal Control System

3. Creation of long-term value to all stakeholders and Fiduciary Duties towards Stakeholders

The Roles of the Board of Directors

Every member of the Board of Directors must have strong leadership skills and be able to control the management

team effectively, ensuring that they can deliver the fair return to the shareholders and all stakeholders. The Board of Directors

will work with the management team to define the Company’s vision, mission, and corporate value for everyone to follow.

The Board of Directors has the responsibilities to comply by the Company’s ethics and laws as well as the stakeholders;

and they should perform their duties with integrity and express their opinions freely. Their roles also include the improvement

of the Company’s business guidelines making sure they are in line the new Code of Conduct principles as defined by the

Stock Exchange of Thailand for the listed companies in the Real Estate and Construction sector, taking into account to

incorporate CSR Best Practices in the implementation of Social and Environmental Responsibility of the Company.

Business Vision

The Company’s business vision is to be a leading real estate development company with continuous and steady growth

plus a strong financial background. It places emphasis on development of property on high potential locations, delivery of

good quality and value-for-money products and services, caring for environment and quality of life that can bring happiness

and satisfaction to customers at every stage of life, based on the Corporate Governance principles. Meanwhile, the good

relationships with the community, society, business partners, employees and shareholders are also firmly placed in the

Company’s vision.

Missions to Take Action

1. Develop the property projects at high potential locations, responding to the needs of consumers, with the products and

services that are of good quality and value for money.

2. Create opportunities for business growth, expansion and gain competitive advantages by focusing on core businesses and

expansion through Merger and Acquisition.

3. Seek business partners who can exchange and share technology, knowledge and expertise in various fields as to maximize

the potentiality in doing businesses.

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4. Develop new business plans and look for innovations to increase efficiency in doing businesses, enabling the Company

to achieve business goals quickly and sustainably.

5. Develop itself to be a business organization which talented people wish to work for, as well as being able to keep

valuable personnel within the organization by motivating employees with clear career path, providing job security and

keep on promoting employees’ personal development continuously.

6. Doing businesses in accordance with the Corporate Governance principles and Social Responsibility taking into account

of all the stakeholders: consumers, shareholders, employees, business partners, as well as communities and environment

that are associated with Corporate Governance principles. The disclosure of information with transparency and the

CSR-in-process and CSR-after-process are also strongly emphasized.

The Roles of Stakeholders In doing the property development business, the projects would affect several stakeholders especially the surrounding

communities. In this regard, the Company would conduct studies and analysis, as well as prepare the Environmental Impact

Report for the projects that are likely to affect the community, with regards to the environmental quality, natural resources

and health hazards as required by the Ministry of Environment and Natural Resources. The Company recognizes the

importance of all stakeholder groups whether they are internal stakeholders such as shareholders and employees; or external

stakeholders such as customers, competitors, creditors (financial institutes, bond holders), business partners (suppliers,

contractors and business partners), the government and other relevant agencies including those involved with communities,

society and and environment. The Company has tried to pursue the fair policies that are appropriate to each of the stakeholder

groups as follow:

Shareholders

The Company is committed to delivering reasonable and fair compensation to the shareholders, while also focusing on the

improvement and development of the business operations to achieve sustainable growth. The Company recognizes the

importance of transparency in the disclosure of information to shareholders, keeping in mind that it must always be accurate,

complete and timely and can be available through various channels including through electronic media of the Stock Exchange

of Thailand, the Company’s website, the announcement on the newspaper, press releases and in written newsletters.

Employees The Company realizes the importance of employees, which is the major driving force of a business organization.

Therefore, the Company is committed to strengthening the relationships between the Company and the employees as

to create unity among each other. This is achieved through various activities such as developing human resources

training policy and ensuring that employees get fair compensation and welfare concretely and continuously. Orientation

for new employees are organized on a monthly basis as to equip them with the proper knowledge, skills, and understandings

about the corporate culture so that they are able to adjust themselves to the working environment quickly. The new

employees will be provided with the clear job description, on-the-job training (OJT) and the opportunity to attend the

workshops of both within and outside the business units which are the platform for them to share and exchange

knowledge, experience, and other information such as economic and social issues or other and relevant innovation.

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The Company focuses on fostering relationships among employees through the team building activities so that they

get to know colleagues from other departments and be able to work together smoothly and efficiently. The activities

will be held every year and there are also other events such as New Year Staff Party to establish good relationships

between the management and employees.

The compensation plan is justified by the Remuneration Committee in order to provide fair compensation for the

employees. They also have the duty to consider appropriate staff promotion considering the ability of each individual,

making sure that it is in accordance with the career path.

Employees’ welfare and rights are clearly emphasized to keep employees happy, both physically and mentally, so that

they feel motivated to work at full capacity. Welfare include the public holidays, insurance, compensation fund, the right

for annual leave, sick leave, vacation leave, maternity leave, ordination leave, leave for sterilization, military training

leave, leave for training, health and life insurance, health insurance for OPD, provident fund, and scholarships. For

employees who want to buy a residential house or unit managed by the Company, they will also get special discount

as an employee. They are also allowed to use the Sport Club of each project for exercise to keep their health fit and strong.

The Company provides the opportunity to both executives and employees to share their opinion through various internal

communication channels such as the Intranet and newsletter to create a better understanding among every employee.

There are also workshops where staff can offer and exchange ideas directly with management on organizational

development issues. The workshop is quite an effective two-way communication which has received satisfactory

response from the employees. During the workshops, the primary information will be communicated directly and

accurately to create better understandings among employees.

In the near future, the Company plans to provide more communication channels for employees to share their ideas

and opinion, especially those who are working at the project sites who may not easily access to the existing channels.

The attempt is to keep them informed of the changing business situation amidst the high competition. For instance:

- People media: Those who are involved with the business plans will be required to visit sites on a monthly basis as to

get comments and opinion and also to update the information for staff in each project such as updates on the Company’s

new rules, news updates, updates on economic, social or legal trends so that they are able to keep abreast of the

changing situation.

- Create communication channel via Social Network through which Human Resources Department will have to

propose the Company’s year-plan activities and then communicate to employees via these channels.

- Communicate through social activities. In the future, the Company has set the plans to encourage employees to

do more social activities. It will be a good opportunity for employees to meet and share ideas or information for

future development of the organization.

- Provide educational opportunities for employees to study further in the field related the Company’s business, so that

they can apply new knowledge, experience and skills for future use in the business development.

- Provide more learning tools for human resources development, apart from classroom or in-house training within the

organization. Open opportunities for employees to further studies as to acquire new experience, learn of new technology,

innovation, or new techniques and integrate them in the jobs under their responsibility.

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- Keep on improving the compensation management plans in accordance with the changing economic situation,

cost of living and the inflation rates so that employees have sufficient income for living.

- Keep on improving the welfare scheme in accordance with the changing economic and social situation to ensure

of the work-life balance of the employees.

Customers The Company focuses on producing quality products and services with the standards that meet customer satisfaction.

We also place an emphasis on ethics in practice by servicing customers with good care, great responsibility, quality

standard of services as well as providing solutions, and handling customer complaints or suggestions as quickly as

possible. Products and services information will be accurately provided to customers. Customers will be well informed about

the contact information in case of they want to file a complaint or contact the Company about the quality of the product.

Customers Visiting at Site

The Company put emphasis on the customers visiting the project by providing up-to-date information about the project’s

progress, innovation, or new movement about the project for customers. We also follow up with customers, providing them

with updated information, inviting them to revisit the sites any time when the Company organize any activities or launching

new products. We keep in touch with customers using communication channels that does not interfere with customers such

as SMS or E-mail and so on.

Customers who are residents of the project.

The Company places emphasis on customer care. For those who buy residential units in any of the Company’s projects,

they will get consultation in every process starting from the process of buying to getting bank loans, and product delivery

processes. The Company will keep customers informed of the project’s progress as well as provide consultation on

the ownership transfer for a house / a condominium / or a property. In case, the Company cannot meet the agreement,

the customers will be informed and get an offer to change to other property with the similar prices. In case customers

have any particular needs that would benefit to the general public, the Company will provide the solutions that meet

the utmost satisfaction of customers and the public.

The Company also takes into account the customer’s care in every project and tries to build good relationships between

each other. Therefore, the Company has come up with idea to create the quality society under the ‘Happy Living’

concept through which the Company will organize activities continuously throughout the year. This is to emphasize the

creation of livable communities, for the better quality of living. The priority is to provide useful information for customers.

We have the well-trained staff team who would collaborate with other property projects to get useful information regarding

the living and services that would benefit residential members. Activities are considered an essential part which provide

the opportunities for the project owner and customers to interact with each other and join to create good activities together.

The Company considers it essential to provide complete and accurate information to customers so that they can get

updated of any movement. We also have the policy to provide the channel through which customers can express and

share their opinion or tell about their needs so we can develop the management system according to their preferences.

This is to create the better understandings among each other and develop the services further for sustainable growth

in the future.

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Competitors The Company strictly complies by the rules and regulations of the business competition, by adhering to the fairness

and transparency in doing business, supporting the ideas of free and fair competition, avoid entering into any contract

agreement that would lead to unfair competition or trade monopoly, base the business on the reaping mutual benefits

of both parties, avoid searching for or interfering into the trade secrets of the competitors and will not destroy reputation

by using any form of accusations towards business competitors.

Creditors The Company would strictly follows the conditions and contract agreements made with the creditors and bond holders.

The financial report of the Company will be updated to creditors accurately and timely with transparency, without

concealing any information that will cause any damages to the creditors. The Company has issued the bond according

to the requirements of the Securities and Exchange Commission and strictly complied with the policies and resolutions

of the shareholders’ meetings. If the Company cannot fulfill its obligations in the contract, it will immediately inform or

disclose the information to seek out solutions and measures to prevent any damages that may occur.

Partners

The Company would inquire about the product information and prices from the partners prior to making any purchasing

or hiring orders, and will always join them in doing activities. At present, the business relationships has been smooth

and we will continue using their products and services in the future.

Contract Partners

The Company would follow up the projects’ progress, site development as well as inquire about the problems and

obstacles every time after issuing the hiring contract and after receiving complaints from customers. At present, the

business relationships has been smooth and we will continue using their products and services in the future.

Distributors In sourcing suppliers, the Company will inform the rules, opportunity, timing, information and accurate and complete

data to all the suppliers entering the bidding process fairly and equally. This is to ensure that the sourcing process will

be treated with transparency, fairness and honesty without any intervention from any influential body. Meanwhile,

information obtained from bidding suppliers will be kept confidential without disclosing any figures or technical information

of one supplier to another for any short-term benefits. Careful action will be placed on anyone who act as a broker for

information or sourcing suppliers. The operations of this process complies with the ISO 9001: 2008 as follows.

Vendor Selection Process : The Company has appointed a working group to consider the procurement and

suppliers sourcing processes. The working group also holds responsibility in gathering of information for further

consideration such as the legal entity registration documents, the certificate of product quality, the certificate of

product standards, products details, and the payment conditions and so on.

Price Checking System : The procurement working group would ask to check the items being purchased. The

purchased items must already be listed in the suppliers’ pricing system. In case, the items are not listed in the

system to make the price comparison, the procurement will examine the materials, ensuring that they conform to

the guidelines of material standards. The pricing comparison will be made among at least three vendors.

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Special Method : The procurement working committee will examine the completeness and accuracy of the

documents or inform to the vendors to get requirements and conditions for bidding proposal. After the vendors

has proposed the price, the procurement working committee will then bargain or consider the proposed prices

with the budget. After the consideration process is finalized, then comes the process to ask for hiring approval

and purchasing orders approval according to the process set forth by the Company.

The Company will have the construction administration and controllers to monitor and

assess the suppliers. The evaluation process will be conducted after the project delivery and the assessment will

be made once every six months.

Aside from that, the Company also hold the meetings or make phone discussion with the suppliers every 3 months on

matters related to construction, such as new technology, new materials, or new techniques and also problems in the

workplace and solutions to solve the problems.

Contractors

The Company will consider selecting suppliers which has proven track records that meet the Company’s standard and

whose performance is generally accepted. Suppliers are also required to have strong financial status. The procurement

process will be operated with transparency, fairness and honesty, without any intervention from any influential body.

Every contractor must be approved by the Company’s Board of Directors. The Company will hire the contractors at

the fair price under the requirements as specified by the ISO 9001: 2008 as follows:

The Company has a working group for sourcing out contractors and gather

information for consideration such as registered capital or loans given from the banks, the number of personnel,

2-year performance, financial limitation and capacity in handling the project. The profile will then be kept in the

database of the Company.

The working group will send the invitation letters or make announcement inviting contractors to

enter the bidding process. In the selection process, there must be three contractors join in the bidding. In case of

the contractor has proposed the prices but not wanting to join the bidding process which resulted in less than

three contractors, the next step of decision whether to call for more contractors to join the bidding process or to

continue the selection process will be upto the Company’s consideration.

The working group would calculate the overall value of construction work by multiplying

the unit price of the materials and labor. After the standard price is set and approved by the procurement sub-

committee, the approved standard prices will be reviewed twice a year.

The Company has a working group to evaluate the contractor’s performance. The evaluation

would be conducted after the project delivery and would be summarized once every 6 month.

Aside from that, the Company also has a meeting or make phone calls for discussions with the contractors every

3 months on matters related to construction such as new technology, new materials, migrant workers, techniques

or working procedures, problems and solutions during the construction work and so on.

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CSR in Process The Company has set a clear vision and mission, taking into account the Corporate Social Responsibility in the process

of doing business (CSR in Process). CSR concepts will be applied in the overall business processes. All stakeholders are

also engaged in the Company’s activities in various business aspects.

Fair Business Practices The Company strictly follows the rules and regulations of business competition, based on fairness

and transparency under legal frameworks. This include the support of free trade, avoid entering in the contracts

that would lead to unfair competition or trade monopoly but would base on the mutual benefits of both parties,

avoid searching for or interfering with trade secrets of business competitors by any tactical methods, and will not

engage in any activities that would destroy the reputation of the competitors. The Company’s business practices

are based on the following principles:

1. Avoid any engagement into activities that are likely to cause business conflicts. If there are any conflicts

happen, there will be the process to resolve the problems based on fairness, transparency and accuracy in

information disclosure.

2. Support the fair and free trade and avoid the any behaviors that lead to conspiracy.

3. Do not support any activities that would violate the intellectual property rights.

4. Do not make any propaganda or release out false information that would lead to misunderstandings and

cause damages to consumers.

The Company realizes the importance of all stakeholders – internal ones like

shareholders and employees and external ones like customers, competitors, creditors (suppliers and contractors), the

government sector and other relevant agencies, as well as society and environment. The Company has attempted to

be fair and reasonable to all stakeholders.

Anti-Corruption The Company has policies to run business with transparency, morality, business ethics,

under law enforcement, and with anti-corruption measures as following

(1) The Company has clear practices indicating that all staff should treat all subcontractors equally. The practices

care for balanced benefits of both based on contract. Act or omit to act which benefits subcontractor is

considered a severe offense and severe punishment is expected.

(2) The Company communicates throughout directors, executives, and operation staff levels and requires them

to work with honesty, under Company’s ethics and law enforcement.

(3) Human Resources Division, the office of the Secretary, and Internal Audit are assigned to provide staff

consultancy to avoid unintentional offense.

(4) The Company provides channels to report about behavior which may relate to internal corruption.

Moreover, the Company’s internal audit body takes full responsibility to monitor operation, purchase, bidding and

price checking process. A subcommittee is assigned to look after purchase and hiring.

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The Company has set standard practices for all executive which

are written clearly.

The Company puts high importance on disclosing information

to all staff concerned. Information disclosed is accurate, trustable, complete and timely. All people concerned can

access to the information equally.

Defence of Human Rights The Company’s operation depends on human resources from various areas namely

1. Company’s staff namely permanent staff, probationary employees, contract employees and full-time workers.

2. Subcontractors

3. Business partners/builders as well as business partners/builders’ employees

The Company realizes importance of all people concerned. Business is based on human right defence and

humanity. Company’s employees, subcontractors and business partners are well treated respectably, equally,

fairly, and with humanity without discrimination on sex, religion, race, culture, disability. The Company respects

uniqueness, rights and duty, different opinion regarding politic, society, belief, religion and tradition of each people,

The Company does not support Human rights violation, child labour, illegal labour, human trafficking, illegal alien

labour, in all methods. The Company strictly considers law restriction as its standard practices. Nevertheless, staff

in all departments lends their hands in monitoring human rights violation. This practices get very good support recently.

In the near future, Asean Economic Community will cause flow of foreign labour into Thailand, particularly real

estate business. For better understanding and appropriate practices, the Company is preparing for the change

and educates its employees and all people related about regulation, proper practices and law enforcement and

amendments such as

- Act/ Ministerial regulations/ all regulations related to alien labour

- Act/ Ministerial regulations/ all regulations about job descriptions and career reserved for Thai nationalities.

- Carrier allowances for all Asean nationalities.

The Company provide safe workplace for all employee and encourage

workable, hygienic environ for workers remains healthy, safe and work happily. The policy is as following.

about labour welfare

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Fair labor treatment

The Company has policy on fair employment, by determining wage structure in accordance with positions/ work

types/ responsibilities, as well as each employee’s professional background. In addition, the Company has

designated the remuneration committee to identify appropriate payment which should be paid to employees and

set out criteria for promotion decision on the fair basis for all.

In terms of labor relations, the Company has designated the business welfare committee to take part in setting

out policies, guidance, and measures regarding labor welfare. In this regard, appropriate welfares for all employees

have been clearly set out, such as traditional holidays/social security/ compensation fund/ sick leave - errand

leave - maternity leave - ordination leave – sterilization leave – military leave – training leave/ health insurance

/ medical fees for OPD patient / provident fund. When a newly recruited employee commences his/her employment,

orientation will be arranged to create correct understanding on rights and welfares which he/she will receive, as

well as to introduce information for a new employee to adapt him/herself to the organization as fast as possible.

For employees working in each sector, the Company always provides training to enhance their knowledge, skills,

and experiences based on their work and duty requirements so they can perform their work with efficiency and

effectiveness to achieve the desired goals. In addition, during business performance, the Company also

communicates information, news, and activities within the organization through intranet and open opportunities

to hear from employees. The Company opens to employees’ suggestion in order to improve wage payment,

welfare, and working conditions to enhance employees’ quality of life.

Responsibility to Consumers

The Company attempts to develop real estates to meet quality standard by focusing on standardization of design

and construction monitoring to meet with customers’ satisfaction. This is considered as guidance for determining

ISO 9001:2008 standard which covers business performance of real estate development typed land and household

construction, emphasizing on the housing and condominium development in Bangkok Metropolis and its suburb

areas, including from construction design, construction monitoring, contractor monitoring, machineries, sales

processes, procurement, quality control, to products delivery to customers and after-sales services. This is to

ensure the customers with quality standard products and services.

The Company’s works under the set policy determine responsibilities for each department under the ISO 9001:2008

standard as follows:

- Human Resource Division: To provide training to employees subject to the determined annual work plan.

- Construction Management Division: To enhance the efficiency of procurement and contractor/ hired people

hiring, as well as to control costs and time of construction.

- Sales Management Division: To enhance works related to sales.

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- Design Division: To enhance efficiency in controlling and allocating construction layout, and to reduce errors

of layout.

- Construction Management Division: To deliver house within the timeline, to reduce errors of construction and

to maximize customers’ satisfaction.

- Site Office Department: To provide infrastructures and public assistance on site.

- PF Service Department: To provide repairing services and to deliver repaired works with quality to customers.

The Company received ISO 9001:2008 for horizontal housing development project on 9 Dec 2013, for the period

of 3 years, which requires surveillance audit annually. In the future, there is a plan to expand ISO 9001:2008 to

other sectors of the Company.

In this connection, the Company also focuses on the continuous development of products and services, including

the selection of standard materials and the development of construction technologies. This is to provide our

customers with higher quality products and services. From such guidelines, Perfect Masterpiece Rattanathibet

Project received Thailand Property Awards 2012 for Excellent Housing Developer, and Perfect Place Rangsit

Project received a honorable trophy of “2012 Best Public Real Estates: Detached House”.

In addition, the Company recognized the importance in choosing construction materials and in using construction

innovations to enhance the quality of life and household, by integrating technologies to all processes of construction,

including partnering with SCG by using quality and environmental-friendly materials for construction, and bringing

construction innovation of Modular system called “SCG HEIM innovative House” for internally developing the

Company’s projects.

During the big flood in 2011, Construction Management Division: assisted employees and residents encountering

flood by providing temporary accommodations, assisting in properties relocation, supporting utilities and foods

required for survival during the flooding crisis, as well as fixing the conditions of houses in the project affected by

flood with full efforts.

In 2014, Construction Management Division: had a plan to organize an event by inviting suppliers who are trading

partners of the Company to educate residents of Property Perfect PLC.’s projects on products and to sell products

at the lower prices than market prices. This could help reduce residents’ expenses during the high-cost of living

period. There was also the demonstration on D.I.Y. house repair for all residents to further apply it themselves.

In addition, the Company recognizes the importance on the Code of Conduct, by providing care and responsibility

to all residents through quality and standard after-sales services to satisfy the residents. The Company also opens

channels for residents to share their comments, thoughts, and to report their wishes and problems of the project

for better management. This is also to create good understanding and to develop the organization further.

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ANNUAL REPORT 2014

Environmental Conservation Extreme concerns are placed for the environment, reflected the environment management inside development projects

and surrounding communities. This results in the quality of life of the projects’ dwellers and those living in surrounding

communities as well as the general public. Environmental Impact Assessment is conducted for the projects which may

cause impacts on community, aside from studies and researches on environmental and health impacts, as required by

the Natural Resources and Environment Ministry. The Company also focuses on energy conservation, as reflecting

through the designing process, the use of appropriate and environmental-friendly construction materials. Aside from

enhancing the quality of life, this will also reduce energy consumption. Aside from energy-saving home designs, the Company

also partners with SCG introducing some of energy-saving materials in development projects such as cooling roof tiles.

Following this road, the Company’s projects won the Natural Resources and Environment Ministry’s EIA Monitoring

Awards for three consecutive years, recognized for the outstanding environmental management. Some housing estates

also won the outstanding energy-saving awards from the Energy Ministry’s Department of Alternative Energy Development

and Efficiency. The following are the award-winning projects:

- 2005 - 2007: Award for Perfect Place Rattanathibet and Perfect

Place Ramkhamhaeng Phase 1

- 2006 - 2008: Award for Perfect Place Ramkhamhaeng Phase

2 and Phase 3

- 2008: Award from house layout and house

development project with care for energy conservation in terms of design, materials selection, layout, and good

administration. The Company received up to 10 awards in several sectors, including

with utility space up to 200 square meters, with utility space from

200 to 300 square meters, with utility space up to 120 square meters,

with utility space over 120 square meters, with up to 99

parcels, Award for Medium Housing Development Project with 100 - 299 parcels, and

with over 300 parcels.

- 2014: The Company received 2 awards of , including

with up to 99 parcels from Perfect Place Masterpiece Rangsit, and

with 100 - 299 parcels from Perfect Place Chaeng Wattana as

house development projects with care for energy conservation in terms of design, project layout, and project

management including for electricity, lightings, water management, sanitation system, waste management, as

well as alternative or renewable energy, and project environmental management.

155

Community and Social Development The Company has a policy on continuous social contribution, in particular the Company’s recognition on the quality of

life improvement of nearby communities on regular and continuous basis. In 2014, the Company performed activities

regarding environmental conservation, landscape improvement of nearby areas, infrastructure repair, as well as sanitation

works for several projects, such as

months whether it is polluted, before draining out.

Yai Project to drain water without obstacles and to prevent wetlands in the surrounding areas.

sheet fence at the bridge to prevent travelling vehicles from falling into the canal.

animals will live in.

Garden Park Place Project in order to facilitate the nearby communities.

Project for people living in nearby communities.

areas of Prefect Place Rama V – Bang Yai Project.

Project which is community’s traveling way, in order to reduce accidents

Community Sanitation

Place Sukhumvit 77 – Suvarnabhumi Project in September 2014.

Place Sukhumvit 77 – Suvarnabhumi Project and send them to Dog Care Center in Uthai Thani Province.

contagious disease and for good health of the residence.

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ANNUAL REPORT 2014

The Company has applied CSR concept in the process and experiences gianed in the process have been improved and

turned into innovations which could benefit both the operations and society as a whole. Such innovations include the project

planning, development and management which takes into consideration social and environmental impacts. Business

innovations cultivated through experience and technology are also applied to mitigate and cope with possible problems.

The innovations to benefit society and environment are as following examples.

approaches used to take care and recover housing conditions after flood during the end of flood in 2011.

in central area and sales office, by having Perfect Place Chaeng Wattana as a pilot project whereas alternative

energy will be applied to other projects later.

from living in a house close to nature, surrounded by good environment, with more central spaces, including resting

park and wide lake providing chilling breeze and fresh air, covering the selection of energy-saving and environmental-

friendly materials, such as cool innovation roof by SCG, CPAC Monier tiles with air ventilation system under roof,

heat-reduction eaves, light-filtered green mirror, gypsum sheets with anti-heating foil, and the use of alternative

materials to help maintain good environment, such as Laminate wood floor which is strength but beautiful like real

wood, and aluminum frames which are endure and neat.

CSR after Process The Company well recognizes our social duties and responsibilities relating to core processes of our business, in

particular supporting social projects and activities on continuous basis with an aim to contribute or development and payback

to the society with social activities. These works have been performed continuously throughout the entire year.

Regarding works done in 2014, the Company had social activities, including “

which has been organized on continuous basis at its 5th anniversary which was previously organized at Perfect

Park Bangbuathong Project to raise fund and to donate for Wat Prabat Namphoo in Lopburi Province, as well as to allow

members of such project to cooperatively donate things, foods, clothes, medicines, and medical equipment to Wat Prabat

Namphoo. The Company also participated in in order to

take a part in highly realizing the greatest kindness of His Majesty the King and to do good things for His Majesty the King’s

happiness, in cooperation with the National Blood Center of the Thai Red Cross Society continuously for the 3rd year at

Perfect Place Rattanathibet and The Lake@Metro Park Sathon.

During fundraising process for research and development of Amyotrophic Lateral Sclerosis or ALS treatment through

an activity called Ice Bucket Challenge, Khun Chainid Adhyanasakul, Chief Executive Officer, also joined the activity and

donated 500,000 Baht of donation to the Redemptorist Foundation to be a part in constructing the Youth Training Center of

the local tribes in Ban Pa Fang in Chiang Mai Province.

The Company gave scholarships worth 200,000 Baht for medical students under of

Mahidol University on the occasion of the merit making event for people donating their death body for education in 2014, as well as

gave 100,000 Baht for People in cooperation with Bangkok Pattana International School.

157

Under the concept of , the Company collaborated with

the Mirror Foundation to organizes project, inviting members from several projects and the Company’s

employees to share second-hand clothes and accessories in good conditions. Part of the donation made was sent to people

living in 13 Homes for Homeless around Thailand. The other part was sold for fundraising which revenue gained will be used

to support the Mirror Foundation’s initiatives. This activity has been continuously organized throughout the year. In addition,

the Company urged all residents to work out with biking through a campaign , and organized an activity

called for the donation to the Redemptorist Foundation for people with disabilities.

Corruption Prevention Measures The Company set out policy to work with transparency, morality, under laws and the Company’s code of conduct. As

for the Company’s set business ethics, all employees are prohibited from asking for any property or benefit from trading

partners, contractors, or any relevant person, and are prohibited from using the Company’s properties or name or position

for personal benefits. All executives and employees should avoid receiving gifts from trading partners or contractors unless

such gift is given in accordance with tradition and with reasonable value which should not higher than normal. The Company

concerns probability of corruption and put this issue into risk assessment for the achievement of the organization objectives.

The Company assessed probability of corruption and reviewed its implementation targets thoroughly to know whether

compensation made to all employees is reasonable and the rate will not foster employees to conduct any wrongdoing. The

audit committee also inquired executives regarding corruption probability and measures used to prevent and handle such

matter. The organization is also required to identify and assess changes which may affect its internal control based on its

external factors and the change of business patterns which may affect the business, internal control, and financial statements.

Then, the Company can set out sufficient measures for handling this matter.

Practices under the Policy on the Prevention of Corruption Involvement The Company set out practices for all employees to comply with against all contractors on the basis of fairness, based

on mutual and fair interests of both sides, under trading agreement made. In addition, the Company does not allow

any action or inaction which can provide benefits to the contractor. In case of breaching, the Company will consider

as serious commit which will result in high level of punishment. There are activities conducted to prevent corruption

involvement as follows:

- The Company communicates policies throughout the Company, including directors, executives, and employees,

requesting operations with honesty, strictly under laws, and following the Company’s ethics.

- The Company provides reporting channels regarding the suspected occurrence of corruption matters within the Company.

- Assign HR Department, the Company’s Secretariat, and Internal Audit Department to provide consultation for

employees to prevent unintentional wrongdoings.

- The Company provides reporting channels regarding the suspected occurrence of corruption matters within the Company.

- Provision of cooperation to internal auditors and third party auditors: Personnel at all levels is required to provide

fully support and complete information to Audit Department and the Company’s auditor in charge of auditing and

assessing processes, procedures, and system of internal control whether they are sufficient, effective, and able

to completely satisfy the desired targets, as well as suggesting points needing improvement as appropriate.

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ANNUAL REPORT 2014

Follow up and Evaluation of the Policy on the Prevention of Corruption Involvement The Company follows and assesses the Policy on the Prevention of Corruption Involvement whereas there are several

units providing business monitoring on regular basis, including the auditing committee, Internal Audit Department, HR

Department, and the Company’s Secretariat. The Company expects everyone to report faithfully on any performance

which breaches or may breach the desired principles, directly to the supervisor. In case that it is impossible to report

to the supervisor, you may receive advice from the Company’s Secretariat, Internal Audit Department, or HR Department.

All information reported will be treated confidentially. The supervisor also has a duty to monitor and provide suggestions

to his/her subordinates on the basis of hierarchy to comply with the Company’s policy and code of conduct within the

desired principles on regular basis.

There is an independent committee separate from the Management to oversee and to develop internal audit works.

The Company board is to monitor the Company to set a clear target for business performance which must be concretely

evaluated and practical, as well as to monitor the Company to determine responsibilities for all directors and executives

in accordance with laws and instruments, covering key roles for the board of directors, account auditor, internal auditor,

and a person responsible for financial statements. The Company’s Board of Directors consists of independent directors

with reliable knowledge and abilities who can perform work with independency indeed at an appropriate and sufficient

number. The Company’s Board of Directors oversees development and performance regarding internal control by using

the following approaches to follow up and evaluate the business performance.

completely and appropriately:

Company has approaches to follow up the compliance to the business code of conducts and prohibitions for all

executives and employees to act in any way which may create conflict of interest. The supervisor of each section

and Internal Audit Department will follow up and evaluate the internal audit system and directly report to the

auditing committee which will help foster internal auditors to comply with the International Standard for The

Professional Practice of Internal Auditing (IIA).

Company will evaluate and communicate problems of internal control which will be resolved promptly. The

Management will report to the Board of Directors and the internal auditing committee, including significant problems

and solutions during the reasonable period of time, such as in case of the occurrence or the suspected occurrence

of serious corruption.

In this regard, the committee verified this paper and agreed that the Company’s internal control system is consistent

with the Company’s Board of Directors’ opinions. In addition, the opinions on financial statements from the Company’s

accounting auditor do not represent any significant problem of internal control system which may damage the Company’s

performance.

159

Overall group business The Group of Companies’ business and revenue is grouped in 3 main categories as follows:

(1) Property development business

Property development is the primary business of the Group of Companies. A variety of projects are developed under

various brands. By type, they can be categorized into 3 groups.

under various brands like Perfect Place Masterpiece, Perfect Place, Perfect Park, Modi Villa, The Metro, Modi

Costa and Uniloft.

long term. However, the Company may consider selling some land plots that show no development potential or

shapes or shows no commercial value.

(2) Hotel and resort business

this location is one of the best in Japan. The resort is located in a beautiful scenery, making it perfect for tourism in all

seasons. Akaigawa Village is renowned as the second most beautiful village in Japan.

(3) Retail business The Group is developing several shopping malls, office buildings and commercial properties.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

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ANNUAL REPORT 2014

Analysis of consolidated performance and financial position

Analysis of consolidated performance Overall performance

In the past 3 years, the Company and subsidiaries continuously launched development projects in line with growing

in the fourth quarter. Other revenue was Bt176.07 million. The consolidated property development cost in the year totaled

or 2.19% of total revenue.

2012. Though the revenue in the first nine months of the year rose by Bt72.01 million from the previous year, political

demonstration hampered the business in the fourth quarter. The Company had to delay construction works and transfers of

the year, subsidiaries’ condominium projects started to transfer complete units, allowing the realization of revenue from 4

more condominium projects. In the year, the Company reaped revenue from altogether 6 condominium projects. The sale

from land plot sale also helped push property development business revenue Bt1,174.42 million above the 2012 level.

net profit in 2013 was Bt41.42 million, representing the net profit margin of 0.37%.

development business. Though the property market witnessed an impact from political uncertainties in the first half of 2014,

the Group managed to generate more revenue from the business than in 2013. The consolidated revenue from house sale

161

Property sale to property funds

of the property to the fund and the Company/subsidiary has no policy or the right to buy back the property. The Company

thus fully booked the revenue and development cost in the statement of comprehensive income, as revenue and cost of

provisions of Bt24.03 million were set aside in 2014.

Revenue

which covered the sale of housing units, condominium units and proceeds from land bank sale. However, the Company and

subsidiaries started to generate revenue from hotel business through the investment in Kiroro Resort in the fourth quarter

of 2012. The consolidated revenue also included other revenue like interest receivables, confiscation of down payments,

profits on price bargain, revenue from utilities services, revenue from infrastructure and others.

Consolidated financial statements

2012 2013 2014



Revenue from sales of land and houses

Revenue from sales of condominium units 12.74 2,626.44 23.39 3,667.12

Revenue from sale of land for development 1.60 4.72 12.74

Revenue from hotel operations 2.97 9.07 6.61

Other income* 176.07 1.90 217.92 1.94

Total revenue 9,269.72 100.00 11,228.77 100.00 12,785.35 100.00

* Other revenue includes interest receivables, confiscation of down payments, profits on price bargain, revenue from utilities

services, revenue from infrastructure and others.

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ANNUAL REPORT 2014

Revenue from property sales The Company and subsidiaries book revenue from the sales of land and houses and condominium units in the statement

of comprehensive income after unit transfers to buyers.

purchases from the fourth quarter of 2011 following the great floods. Residential demand started to pick up in the

second quarter of 2012. The Company also launched new projects like Perfect Masterpiece Ramkhamhaeng/

previous year, political demonstration hampered the business in the fourth quarter. The Company had to delay

construction works and transfers of finished houses, causing the revenue in the fourth quarter to fall below the

The lingering impact from political instability during the fourth quarter of 2013 to the second quarter of 2014 as

well as greater emphasis on condominium development reduced the land and house sale revenue in 2014 by

The Group realized revenue from 6 condominium projects in 2013 and 1 Uniloft project in 2013, against only 2

condominium projects in 2012.

or 39.62% from 2013, as the number of iCondo projects that generated revenue increased from 4 in 2013 to 7 in

2014. In 2014, 9 condominium projects generated revenue, against 7 in 2013.

million to a university.

of a shopping mall.

163

Revenue from hotel business

In the fourth quarter of 2012, a subsidiary invested in a company registered in Japan, to start a property development and hotel

Cost, expenses and profit Sale cost (property development business)

The sale cost of house and condominium units, which is the primary cost of the Company and subsidiaries, derives

units will be booked in the statement of comprehensive income once revenue from the sales is realized.


2012 2013 2014



Cost of land and house sales 67.72

Cost of condominium sales

Cost of land sale 102.92

Total 5,629.02 100.00 6,728.99 100.00 7,833.77 100.00

The cost of land and house sales reflects the net cost, after provisions against the falling project value. It consists

of the value of land; the cost for land development, design, infrastructure and construction; borrowing cost; and

others.

with the lower revenue from land and house sales. The amount accounted for 66.66% of sale revenue, up slightly

from 2012.

of sale revenue, a slight decrease from 2013.

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ANNUAL REPORT 2014

iCondo, which generated revenue in the second quarter of 2013, witnessed an increase in development cost due to the higher construction materials prices and wage. The development cost was comparatively higher than that

Comparative revenue and cost from land and house sales during 2012-2014

2012 2013 2014

Revenue from land and house sales

Cost of land and house sales

Comparative revenue and cost from condominium sales during 2012-2014

2012

2,626.44

3,667.12

2013 2014

Revenue from Condominium sales

Cost of Condominium sales

165

In 2012, the cost of land sale totaled Bt102.92 million.

a shopping mall.

Comparative revenue and cost from land sales during 2012-2014

2012

102.92

2013 2014

Revenue from land sale

Cost of land sales

Gross profit and gross profit margin of property development business

Single Detached houses+Townhouses 2012 2013 2014

2,741.41 2,279.32

36.60 33.34 34.90

The consolidated gross profit margin from land and house sale in 2012 was nearly unchanged, at 36.60%, respectively.

In 2014, the consolidated gross profit margin from land and house sale was at 34.90%, slightly increase from 2013. However,

the continued increase in the development cost since 2013 remained a challenge, requiring the Company and subsidiaries

property development cost is mainly land prices, wage, construction material prices and an increase in energy prices.

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ANNUAL REPORT 2014

Condominium 2012 2013 2014

402.62 711.17 1,007.22

34.10 27.47

2 projects 7 projects 9 projects

In 2012, the margin rose to 34.10% as the prices were raised in line with the increasing demand in condominium units

following the massive floods. As the cost of condominium development tended to rise, due to higher construction materials

prices and higher wage, the average gross profit margin of new projects declined.

revenue in the second quarter offered a lower margin than those generating revenue in 2012.

In 2014, the Company and subsidiaries’ margin was 27.47%, slightly increasing from 2013. However, competition in

was introduced to increase the efficiency and reduce the construction cost, to allow the Company and subsidiaries to maintain

the margin at the competitive level in the long term.

Land bank 2012 2013 2014

44.94 272.94

30.39

Selling expenses

development and hotel businesses.

business.

167

because of the Bt76.12 million increase in transfer fee in line with rising revenue. In the year, the advertising, PR and

Administrative expenses

businesses.

revenue from property development and hotel businesses.

The amount accounted for 14.92% of total revenue from property development and hotel businesses. The administrative

in 2014. However, the administrative cost of the hotel business dropped by Bt73.66 million as a part of the hotel was closed

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ANNUAL REPORT 2014

Other expenses

In 2012, the Company booked Bt32.76 million as loss from the minimum revenue guarantee, as the fund’s revenue

and the subsidiary have no plan or right to buy back the property. Thus, the revenue and cost of the transaction

rise development as well as the investment in the overseas hotel mentioned above. In 2013, such increased due

increased in line with the fund mobilization size. In 2013, the Company issued four series of debentures; in

169

the statement of comprehensive income in the particular year.

Hotel business

In the fourth quarter of 2012, the Company invested in a hotel business in Japan, holding 69.01% in the business. The

investment in a hotel in Japan, as the Japanese yen weakened significantly in the fourth quarter of 2012. The involved

subsidiary bought a hedging contract with a commercial bank late 2012, to cushion the risk.

2014.

Earning before expenses, tax, depreciation and amortization

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ANNUAL REPORT 2014

Net profits (of both businesses)

Unit: Million Baht 2012 2013 2014

202.72 41.42 402.26

3.46

2.19 0.37

Though the profit margin of the property development business increased by Bt74.46 million thanks to an increase in

Return on earnings

Consolidated financial statements (Unit: Million Baht) 2012 2013 2014

202.72 41.42 402.26

9,010.33

171

Analysis on consolidated financial position Table presented consolidated financial status

(Unit :Million Baht) Assets Liabilities Shareholders’ equity

22,021.72

9,010.33

Assets

shopping mall and commercial space for rent. The Group also invested in a hotel business in Japan in the fourth quarter of

2012.

compared to the end of 2013. The amount rose mainly due to the increase in cash and cash equivalents, receivables on

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ANNUAL REPORT 2014


As of 31 December 2012 (Revised)

As of 31 December 2013


Million Baht % Million

Baht % Million Baht %

Cash and cash equivalents 960.26 3.67 4.03 7.96

Trade and other receivables 191.43 0.61

0.06 200.66

Inventories 0.12 34.32 0.11 0.11

Project development costs

0.06 14.47 14.40

0.23 0.99

Other current assets 93.67 0.31 0.33

14,722.36 56.24 19,007.10 61.98 21,650.98 69.16

Restricted deposits 66.40 1.01 0.92

Retention per agreement 100.00 100.00 0.33 100.00 0.32

Investment in associate 2.00 1.90

0.21 110.92 0.36 0.34

6,062.24 19.77 14.22

Advances for purchases of land 660.13 444.64 1.42

Investment properties 967.14 4.92

Property, plant and equipment 1,131.61 4.32 3.42 963.20

1.70 4.20 1,313.11 4.19

317.40 1.21 332.13 0.96

0.64 0.46

11,453.26 43.76 11,661.00 38.02 9,654.14 30.84

26,175.62 100.00 30,668.10 100.00 31,305.12 100.00

173

Project development cost The property development cost is booked as the development cost in the financial statements. It will be realized as the

selling cost in the statement of comprehensive income once the sold units are transferred.

particularly in 2013 were due to the launch of new projects, to meet the higher sale and revenue targets.

Details of projects are available in the part on assets for business operations: Item Assets for sale

(See details of the projects in “assets for sale”)

Net land bank

The net land for development consists of the cost of land, the land development cost, the construction cost, and the

interest minus the cost which are booked as selling cost, land transferred for debt restructuring purpose and debt repayment

as stated in the rehabilitation plan, and provisions against possible decreases in land value.

and booked as development cost. In 2014, the Company and subsidiaries sold land plots worth Bt1,700 million. The Company

and subsidiaries will consider book land reserved for development as after development starts, like the start of land clearing

the buyer paid Bt700.00 million in cash and agreed to the remaining Bt1,000.00 million through two promissory notes valued

notes are used to back a bank guarantee for the Company’s debentures.

Details on land for development are included in the assets for business operations (land for development).

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ANNUAL REPORT 2014

Advance payment for land purchase 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.

Investment properties

developed and Bt1,327.99 million under development.

Details of the investment properties are included in Item: Investment Properties

Leasing rights

of total assets, respectively. The value showed an increase in the three years because subsidiaries entered into several

leasing rights contracts, prepared for the development of shopping malls and commercial properties.

Details of the leasing rights are included in Item: Leasing Rights

175

Net land, building and equipment

Details of net land, building and equipment are included in Item: Net land, building and equipment

Cash and cash equivalents

million from 2013 due to an increase in cash flow from investment activities in the year. The cash and cash equivalents to

Details of cash and cash equivalents are included in Item 16.2.4: Analysis on consolidated cash flow

Investments in associated companies

2013, respectively.

Trade and other receivables

The Company and subsidiaries realized the revenue from the sales of land and houses, condominium units and

been transferred the properties but having yet paid in full would be booked as trade receivables.

Bt6.77 million at the end of 2012, 2013 and 2014, respectively. The receivables in 2013 showed a Bt10.46 million

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ANNUAL REPORT 2014

cases went to court. The Company and subsidiaries are convinced that the provisions are sufficient under the

current circumstances.

of total assets at the end of the three years.

Bt0.63 million. The rest was less than 3 months overdue.

million, respectively. The 2013 level showed an increase of Bt60.47 million from 2012 and the 2014 level rose by Bt1.94

million on year. The amounts accounted for 0.02%, 0.21% and 0.21% of total assets at the end of the years, respectively.

Land receivables (promissory notes – land)

respectively. The increases resulted from the sale of some land plots in the period.

million, after discount by the average borrowing rate of the Company and subsidiaries and the debtor, to reflect

future interest income.

177

Liabilities

notes worth Bt211.91 million.

as follows;


Unit: Million BahtAs of 31

December 2012

Total liabilities

%

As of 31 December

2013

Total liabilities

%

As of 31 December

2014

Total liabilities

%

60.91

29.39 30.02 4,293.61 19.26

Trade and other payables 2,664.60 12.10 2,411.47

3.13 2.33 724.40

636.24

advance 1.74 340.96 217.01 0.97

40.00 0.23 1.30 20.00 0.09

Other current liabilities 0.72 216.23 0.97

129.43 0.74 197.12

17,544.98 100.00 22,021.72 100.00 22,294.80 100.00

Debentures

debts.

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ANNUAL REPORT 2014

Value (Million Baht) Issue Date

Maturity Date Condition

(2).

third year, payable every 3 months

1,999.24

2012

The ratio of total loans1 to

shareholders’ equity must not

per annum, payable every 3 months

2,979.47

2012



per annum, payable on redemption.

2,000.00

2014




2,000.00 The ratio of total loans1 to



2,200.00 1 August 2014

2016




2,400.00 1 October

2014

1 October

2016



Total 13,578.72

Note: “ 1

to be incurred by the issuer’s guarantee and similar obligations to individuals or juristic entities which do not appear in the consolidated

income or loans which bear no interest cost.

179

Long-term loans


Unit (Million Baht) 31 December 2012

31 December 2013

31 December 2014

4,293.61

Minus – amount due within 1 year

Trade payables and others

million at the end of 2012, 2013 and 2014, respectively. The 2013 amount showed an increase of Bt1,127.63 million from

Promissory notes

Bills of exchange

total liabilities.

Leasing rights

The leasing rights accounted for 0.23%, 1.30% and 0.09% of total liabilities in the years, respectively.

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ANNUAL REPORT 2014

Shareholders’ equity

respectively.

The following is details of the annual changes in the shareholders’ equity.

Bt1 apiece of a total of Bt73.93 million; the 2012 net profit of Bt202.72 million; the difference of financial adjustment

payment.

million.


Retained earnings appropriated as legal reserve 241.60 241.60 260.60

Unappropriated retained earnings

Currency conversion differential 17.31

17.29

8,630.64 8,646.39 9,010.33

181

Timing Exercised units Outstanding units

73,932,601 319,932,694

319,932,694

March 2013

June 2013 100,132,200

March 2014

June 2014

21,000

Appropriateness of capital structure

The consolidated debt to equity ratio was on the rise in the past three years. At the end of 2012, the ratio was 2.03:1,

adjusted after the adoption of the 12th accounting standard since 1 January 2013, leading to retroactive adjustments for a

increased thanks to the annual net profits. The debt to equity ratio thus improved.

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ANNUAL REPORT 2014

Analysis of liquidity and sufficiency of consolidated capitalProperty development requires a huge investment in the initial stage. Raising funds has been the Company and

subsidiaries’ main focus in maintain and growing the Group’s business. Meanwhile, maintaining liquidity has been crucial

in maintaining normal business operations. The overall analysis of cash flow on funding and investing activities as well as

more clearly.

Analysis on fund-raising and investing activities 1) Financing activities

consequently required a large sum of funds. In the period, focus was also placed on condominium development, of which

construction period was longer than the development of single houses and townhouses. The Company thus had to issue

debentures, aside from project financing.

Project financing from financial institutions for property development normally carries a long term maturity and the borrowers

are required to repay the loans accordingly to revenue realization or cash flow received from the projects. The Company’s

debentures offered to the public are rated by rating agencies and financial advisors are appointed to provide advice on the types

projects would be used to redeem the debentures according to their maturities.

2) Investing activities

The Company and subsidiaries have required an investment for property project development. This includes the

investment on land plots and the construction of each project which will be booked in the financial statements as the

development cost. As the construction works continue, the Company and subsidiaries will book the construction cost as

Company and subsidiaries will realize revenue and receive cash only after the complete units are transferred as well as

sales will then be used to repay the project financing loans and some are reserved to redeem mature debentures.

183

Fund-raising Investing

1. Working capital like construction payments,

deposits and advance payments from

customers

subsidiaries

2. Operating profit/received cash from property

projects

debenture redemption in Cash flow from financing

3.1 Proceeds from debenture isssuance

advance payment for the land and leasing rights in

investment by the Company and subsidiaries

3.2 Project finance from financial institutions

development

The development cost is booked in the statement of

184

ANNUAL REPORT 2014

Liquidity analysis

0.16:1 in 2012 to 0.19:1 in 2013 and 0.21:1 in 2014, indicating the improvement in the Company and subsidiaries’ liquidity.

However, the quick ratio below 1:1 reflected normal liquidity shortage witnessed by all property developments. Moreover, the

repaying debts to trade creditors.

projects, as well as a greater focus in condominium development which requires a longer construction period. On concerns that

the Group may suffer from liquidity shortage, there is a need to find new sources of working capital. To cope with the situation,

the Group offered debentures with short and long maturities, sold assets to property funds and sold some land plots in the land

bank. However, in the long run, once the development pace returns to normal, the Group plans to keep the project financing and

debenture issuance in the appropriate ratio, taking into account relevant factors like the financial cost of each tool, market condition,

Key current ratios are as follows;

Accounting year as of

Key current ratios Unit 31 December 2012

31 December 2013

31 December 2014

Current ratio 1.99 2.11

Quick ratio 0.16 0.19 0.21

Repayment period days 102.34

Ability to repay loans

To finance project development, the Group seeks project financing from financial institutions and issue bonds with the

increase in the net profit.

185

Credit rating by TRIS Rating

the Company’s higher financial leverage as well as rising operating costs in the property development and hotel businesses.

The rating also took into account the cyclical and competitive nature of the property development industry, plus concerns

over rising operating costs and the widespread labor shortage among contractors.

booked and the shareholders’ equity would rise, which will eventually bring down the leverage.

on 19 June 2014. The rating action followed the Company’s announcement on 16 June 2014 that it plans to acquire Thai

acquisition structure would depend on the type of funding used to finance the acquisition. It also viewed that other benefits

from the acquisition are still uncertain and remain to be seen.

Analysis of consolidated cash flow

Consolidated financial statements (Unit: Million Baht) 2012 2013 2014

Cash flow from operating activities

Cash flow from investment activities 1,117.12

Cash flow from financing activities

7.70

(174.54) 274.96 1,255.31

revenue increased, labor shortage resulted in a delay in construction which lowered cash payments as well as

inventory.

well as the development of a shopping mall. Moreover, the company also purchased 64 houses from Property

In 2014, the consolidated cash flow from operating activities was minus Bt427.16 million. The main item was the

186

ANNUAL REPORT 2014

as well as the overseas investment. Here is the summary of the activities.

In 2012, investing activities covered the advance payments for new land as well as leasing rights worth totally

In 2014, the consolidated cash flow from investment activities returned to the positive territory, at Bt1,117.12

million, as the Company received Bt720.00 million from the sale of its investment in an associated company,

187

Dividend payments since 2009

Accounting year Dividend per share

(Baht)Total

(Million Baht) Payment date

2009 196.90 27 May 2010

2010 0.33 27 May 2011

2011 0.04

2012 0.033 23 May 2013

2013 Omission

20141/ 0.044

Note:

Obligations and contingent liabilities

projects worth Bt3,126.33 million.

The Group has entered into operating and service lease agreements, relating the lease of condominium land, vehicles,

and require minimum payments in the future.

Payments due within 31 December 2014 31 December 2013

1 year

at Bt417.20 million.

188

ANNUAL REPORT 2014

must pay monthly fees as specified. In 2014, the payments were valued at Bt3.60 million.

Commission approved the Company’s plan to issue and offer new shares.

is not required to take responsibility as the subsidiaries have not defaulted on loan repayments.

Bt3,610.49 million. Of total, Bt610.49 million is used to guarantee infrastructure development and Bt3,000

million to back debentures.

assumptions are in line with the current situation. Additional liability of Bt24.03 million was booked as “loss from

estimate, the Company may need to set aside additional provisions.

189

Analysis of performance and financial status

Analysis of performance Overall performance

2014. The 2013 revenue declined from the previous year partly due to the policy to have subsidiaries handle business projects.

launched in 2013.

Revenue

sale of land and houses, condominium units and vacant land plots.

Company financial statements

2012 2013 2014



Revenue from sales of land and houses 4,167.77 60.76

Revenue from sales of residential condominium 334.66 6.24 369.41

Revenue from sale of land for development 2.29 23.74

Revenue from hotel operations 694.07 10.12

6,455.90 100.00 5,366.49 100.00 6,859.46 100.00

190

ANNUAL REPORT 2014

Revenue from property sales

In 2014, land and house sales generated Bt4,167.77 million in revenue, while the Company reaped Bt369.41 million

rose by Bt1,303.34 million.

Other revenue of the Company covered interest receivables and confiscated down payments. In the three years, the revenue

Development costThe Company’s development cost for property development business covers the selling cost of land and houses,

condominiums and vacant land plots. The cost of houses and condominiums is booked accordingly to the average development

Non-consolidated

2012 2013 2014



2,710.76

212.99

Cost of land 102.92 2.69 142.06 4.37

Total 3,829.79 100.00 3,251.76 100.00 4,058.07 100.00

191

by Bt204.09 million, that for condominium went up by Bt46.04 million, and that for land rose by Bt946.22 million.

Gross profit and gross profit margin

Non-consolidated

2012 2013 2014



Profit from land and house sale 34.96

Profit from condominium sale 222.74 36.36 110.39

Profit from land sale 44.94 30.39 33.16

Total 2,401.45 38.54 1,815.15 35.82 2,107.32 34.18

Sale and administrative expenses

accounting for 10.76%, 11.74% and 9.60% of total revenue, respectively.

Non-consolidated

2012 2013 2014

Million Baht

% of revenue

Million Baht

% of revenue

Million Baht

% of revenue

694.77 10.76 630.00 11.74 9.60

14.70 1,010.47 14.73

1,643.54 25.46 1,608.87 29.98 1,668.83 24.33

192

ANNUAL REPORT 2014

Other expenses

guarantee.

In 2014, the Company reviewed the liability from the rent guarantee, based on the revised assumptions of monthly

rents, occupancy rate and discounted rate. Additional provisions of Bt24.03 million were set aside.

Earnings before interest, tax, depreciation, amortization (EBITDA) and net profit

respectively.

193

Analysis of financial position Financial position

(Unit: Million Baht) Assets Liabilities Shareholders’ equity

21,733.93 13,692.19

24,496.16

27,190.29

Assets

in Japan; as well as lending to connected entities.

14.33%; land bank, Bt3,444.79 million, and advance payment for land purchases, Bt370.06 million, which together constituted

Property development cost

The development cost of ongoing projects is booked as the development cost in the financial statements. It will be

Details of projects are included in assets for business operation:, assets for sale.

194

ANNUAL REPORT 2014

Land for development

cost, and interest minus land transferred for debt restructuring or debt repayment under the debt rehabilitation plan as well

as the provisions on possible depreciation.

cost. The Company considers booking land as the development cost when the development process on the land starts,

such as through land clearing or project layout.

the Company’s debentures.

Details of land for development is included in assets for business operationsL land for development.

Advance payment for land

Advance payment for land covers the deposits the Company paid to land owners or agents responsible in accumulating

land. Once the land ownership is transferred, the payment will be booked as the development cost or the land for development.

on year. The advance payment accounted for 1.20%, 1.99% and 1.36% of total revenue in the years, respectively.

accumulating agents, worth Bt260.72 million.

worth Bt109.34 million.

195

Investment in subsidiaries

Loans to connected entities

The following is outstanding loans to connected entities.

Outstanding loans (Unit: Million Baht)




Estate Perfect 410.26 246.20

1,206.71 1,712.61

144.42

U&I Construction Bangkok 100.00

Perfect Prefab 40.00 60.00 60.00

We Retail 30.00 411.09 774.99

Property Perfect International 737.67 1,013.17

17.33

Total 3,260.37 3,456.30 3,895.25

196

ANNUAL REPORT 2014

Land debtor (promissory notes – land)

value upon the unrealized interest income.

Investment in associated companies

was booked. At the end of 2012 and 2013, the value of investment in associated companies under the equity method was valued

at Bt360.00 million, which accounted for 1.66% and 1.47% of total assets in the years, respectively.

Cash and cash equivalents

3.27% and 7.64% of total assets, respectively.

Details of changes in cash and cash equivalents are in Item 16.3.4: Analysis of the Company’s cash flow.

197

Land, building and equipment

Bt26.12 million from the previous year. The value accounted for 1.14%, 0.91% and 0.72% of total assets in the years, respectively.

Trade receivables and other debtors

The Company realizes the revenue from the sale of houses, condominium units and land after property transfers to

who have been transferred the property but have not yet paid in full would be booked in the trade receivables item.

At the end of 2012, trade receivables in property development business stood at Bt22.31 million, before falling to

in court. The Company and subsidiaries believed the provisions are sufficient for the current situation.

million in 2014.

Liabilities

other creditors worth Bt116.36 million.

198

ANNUAL REPORT 2014

Non-consolidated

Unit: Million Baht 2012% of

liabilities 2013% of

liabilities 2014% of

liabilities

2,713.99 22.47 13.34

Trade payables and other creditors 746.63 6.60

Promissory notes 333.42 2.44 1.13 2.00

636.24

customers 0.36

Other current liabilities 0.76 302.31

0.61 0.76

13,692.19 100.00 16,653.68 100.00 18,984.29 100.00

Debentures

respectively.

Details of debentures are in Item 16.2.2: Analysis of consolidated financial position (Debentures).

Long-term loans

Most of the loans were used to finance property development.

Non-consolidated

Unit: Million Baht

31 December

2012% of

liabilities

31 December

2013% of

liabilities

31 December

2014 % of liabilities

2,713.99 12.49 9.32

Minus loans with maturity of

less than 1 year 1.40

2,345.87 10.79 3,411.25 13.93 2,151.49 7.91

199

Trade payables and other creditors

Promissory notes

respectively.

Bills of exchange


Changes in the shareholders’ equity in the years are as follows;

As of 31 December 2012 (revised)


million.


200

ANNUAL REPORT 2014

Shareholders’ equity structure


241.60 241.60 260.60

Unappropriated retained earnings 2,241.93

Other elements

8,041.74 7,842.48 8,206.00

Details of warrants are included in Item 16.2.2: Analysis of consolidated financial position: warrants (PF-W2) and (PF-

W3)

Analysis of liquidity and capital sufficiency

management, through cash inflow and outflow forecasts. The forecasts allow the Company to appropriately outline the

a certain period of time. Moreover, the Company stays prepared on working capital, to ensure sufficient liquidity.

See additional details in Item 16.2.3.1: Analysis on fund-raising and investment, which is part of the analysis of the

consolidated performance and financial position.

201

Analysis of liquidity ratio

in 2014 as the amount of debentures maturing within one year increased. However, the quick ratio and repayment period

Key liquidity ratio is as follows;

Accounting year

Key liquidity ratio Unit 31 December 2012 31 December 2013 31 December 2014

1.30 1.64 1.19

Quick ratio 0.10 0.14 0.19

Repayment period days 62.79

Ability to repay and contingency liabilities

See more details in Item 16.2.3.3: Ability to repay, part of the analysis on consolidated performance and financial

position

Analysis on cash flow

Non-consolidated (Unit: Million Baht) 2012 2013 2014

Cash flow from operating activities

Cash flow from investment activities 1,093.19

Cash flow from financing activities 2,412.23

(304.08) 254.13 1,276.75

202

ANNUAL REPORT 2014

labor shortage hurt the construction works, pressuring the cash flow from operating activities and inventory. In 2013,

in the fourth quarter also delayed ownership transfers.

In 2014, the Company also registered negative cash flow from operating activities of Bt1,911.23 million, as

paid.

million, respectively.

shares in subsidiaries.

In 2013, the activities involved the advance payment for land and land purchases worth totally Bt232.34 million, net

In 2014, the activities returned to positive area worth Bt1,093.19 million, thanks to the sale of investment in an

In 2013, the cash flow from financing activities worth Bt2,412.23 million, the activities involved the net increase in

203

Factors of incidents which may pose significant impacts on financial status or operations

The economic volatility driven by global economic conditions as well as political instability at home are main factors

which can significantly affect the operations and financial status. The two factors influence consumer confidence and

buoy the domestic economy. Meanwhile, if the political turbulence eases, consumer confidence should be restored.

and residential areas. The transport linkage with neighboring countries will also give a boost to provincial demand.

On supply, the downward interest trend should benefit customers waiting for financial institutions’ approval on mortgage

applications as well as property developers who will enjoy a lower cost of fund. However, commercial banks have tightened

minimum wage as well as labor shortage. In the short term, these may delay the construction works and delivery, which

would hurt property developers. Meanwhile, these may encourage buyers to wait and hurt the affordability of a certain group

of buyers. This will also slow down new project launches and reduce competition in the industry, which will in turn encourage

The company has consistently researched and analyzed the condition of factors which could affect the operations and

financial status. The company is also prepared to thoroughly and appropriately cope with the challenges related to consumer

demand and purchasing power, as well as competition in the industry. The operating process has been improved, to achieve

strategies. Regarding the production cost, under consistent improvement the company has increased the volume of precast

construction works and managed the supply chain to reduce the construction period. Main construction materials like steel

and cement are supplied directly by manufacturers, which helps reduce price volatility.

204

ANNUAL REPORT 2014

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 statement of financial position as at 31 December 2014, and the related

consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the year then ended,

and a summary of significant accounting policies and other explanatory information, and have also audited the separate

financial statements of 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 judgement, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor

considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to

design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies

used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation

of the financial statements.

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 2014, and their financial performance and cash flows for the year then ended, in accordance with Thai Financial

Reporting Standards.

Supachai Phanyawattano

Certified Public Accountant (Thailand) No.3930

EY Office Limited

Bangkok: 26 February 2015

INDEPENDENT AUDITOR’S REPORT

205

STATEMENT OF FINANCIAL POSITION Property Perfect Public Company Limited and its subsidiariesAs at 31 December 2014

(Unit: Baht)

Consolidated financial statements Separate financial statements

Note 2014 2013 2014 2013

Assets

Current assets

Cash and cash equivalents 7 2,490,533,916 1,235,219,985 2,078,520,940 801,773,577

Trade and other receivables 8 191,431,070 199,083,480 146,490,646 99,941,730

Notes receivable - land 9 955,740,220 200,664,000 955,740,220 27,550,000

Inventories 10 35,079,151 34,316,076 - -

Project development costs 11 17,524,605,564 16,926,782,478 10,806,817,419 9,015,072,707

Advances to contractor

- related party 6 14,397,249 14,464,179 14,389,949 14,459,179

Advances to contractors 336,545,595 302,899,961 298,739,541 143,673,371

Other current assets 102,650,547 93,669,983 30,234,128 22,725,252

Total current assets 21,650,983,312 19,007,100,142 14,330,932,843 10,125,195,816

Non-current assets

Restricted deposits 288,247,275 311,251,845 250,696,630 25,486,760

Loans to related parties 6 - - 3,895,248,025 3,456,304,620

Retention per agreement 100,000,000 100,000,000 100,000,000 100,000,000

Investments in subsidiaries 12 - - 4,224,045,726 4,204,045,726

Investment in associate 13 - 582,717,823 - 359,999,240

Other long-term investments 14 106,496,676 110,921,940 106,496,676 110,921,940

Land held for development 15 4,453,051,267 6,062,239,040 3,444,793,098 5,058,189,792

Advances for purchases of land 16 444,637,314 660,127,348 370,057,389 486,916,375

Investment properties 17 1,540,394,214 967,144,633 - -

Property, plant and equipment 18 963,199,365 1,048,494,432 195,800,087 221,924,422

Leasehold rights 19 1,313,107,573 1,289,401,269 36,817,582 40,028,676

Deferred tax assets 32 299,881,272 332,132,912 180,412,792 196,370,828

Other non-current assets 145,125,902 196,570,784 54,989,162 110,779,469

Total non-current assets 9,654,140,858 11,661,002,026 12,859,357,167 14,370,967,848

Total assets 31,305,124,170 30,668,102,168 27,190,290,010 24,496,163,664

The accompanying notes are an integral part of the financial statements.

206

(Unit: Baht)


Note 2014 2013 2014 2013

Liabilities and shareholders’ equity

Current liabilities

Trade and other payables 20 2,411,469,089 2,664,597,383 1,253,177,716 1,136,815,745

Current portion of notes payable -

leasehold rights 21 10,000,000 265,368,000 - -

Notes payable 22 724,401,242 512,490,000 380,547,608 187,800,000

Bills of exchange payable 23 636,237,037 - 636,237,037 -

Short-term loans from related parties 6 - - 175,000,000 75,000,000

Current portion of debentures 24 8,978,715,230 4,299,226,296 8,978,715,230 4,299,226,296

Current portion of long-term loans 25 747,144,814 747,169,126 381,763,635 331,229,073

Deposits and cash received in advance 217,013,978 340,958,913 152,514,825 85,568,239

Income tax payable 55,096,234 11,819,643 30,722,232 -

Short-term provisions 27 21,109,521 18,457,232 21,109,521 18,457,232

Other current liabilities 140,023,764 152,459,037 75,473,999 32,532,065

Total current liabilities 13,941,210,909 9,012,545,630 12,085,261,803 6,166,628,650

Non-current liabilities

Notes payable - leasehold rights,

net of current portion 21 10,000,000 20,000,000 - -

Debentures, net of current portion 24 4,600,000,000 6,948,846,146 4,600,000,000 6,948,846,146

Long-term loans, net of current portion 25 3,546,469,166 5,864,709,746 2,151,494,094 3,411,254,733

Provision for long-term employee benefits 26 121,443,067 93,677,838 89,456,239 60,512,643

Long-term provision 27 18,354,384 23,708,647 18,354,384 23,708,647

Deferred tax liabilities 32 17,470,077 - - -

Other non-current liabilities 39,848,075 58,229,039 39,724,812 42,733,460

Total non-current liabilities 8,353,584,769 13,009,171,416 6,899,029,529 10,487,055,629

Total liabilities 22,294,795,678 22,021,717,046 18,984,291,332 16,653,684,279


STATEMENT OF FINANCIAL POSITION (CONTINUED)

Property Perfect Public Company Limited and its subsidiariesAs at 31 December 2014

207


STATEMENT OF FINANCIAL POSITION (CONTINUED)

Property Perfect Public Company Limited and its subsidiariesAs at 31 December 2014

(Unit: Baht)


Note 2014 2013 2014 2013


Share capital 28

Registered

10,737,610,610 ordinary shares

of Baht 1 each

(2013: 5,961,161,256 ordinary shares

of Baht 1 each) 10,737,610,610 5,961,161,256 10,737,610,610 5,961,161,256

Issued and fully paid

5,782,951,655 ordinary shares

of Baht 1 each

(2013: 5,782,930,655 ordinary shares

of Baht 1 each) 5,782,951,655 5,782,930,655 5,782,951,655 5,782,930,655

Share discount (73,524,495) (73,524,495) (73,524,495) (73,524,495)

Retained earnings

Appropriated - statutory reserve 30 260,600,000 241,600,000 260,600,000 241,600,000

Unappropriated 3,101,543,321 2,721,746,279 2,241,929,809 1,893,969,209

Other components of shareholders' equity (119,177,152) (43,656,136) (5,958,291) (2,495,984)

Equity attributable to owners of the

Company 8,952,393,329 8,629,096,303 8,205,998,678 7,842,479,385

Non-controlling interests of the subsidiaries 57,935,163 17,288,819 - -

Total shareholders' equity 9,010,328,492 8,646,385,122 8,205,998,678 7,842,479,385

Total liabilities and shareholders' equity 31,305,124,170 30,668,102,168 27,190,290,010 24,496,163,664

208


STATEMENT OF COMPREHENSIVE INCOMEProperty Perfect Public Company Limited and its subsidiariesFor the year ended 31 December 2014

(Unit: Baht)


Note 2014 2013 2014 2013

Revenues

Revenues from sales of land and houses 6,275,563,226 6,836,468,926 4,167,770,745 4,407,380,650

Revenues from sales of residential

condominium units 3,667,121,096 2,626,443,167 369,413,331 334,661,989

Revenues from sales of land 1,628,706,329 529,504,438 1,628,206,329 324,867,671

Revenues from hotel operations 844,709,904 1,018,433,241 - -

Other income

Interest income 26,735,156 19,162,542 196,787,513 183,945,031

Revenues from forfeiture of down

payments 13,450,779 7,058,193 3,221,600 3,372,007

Gain on sales of investment in associate 13 77,303,334 - 360,000,040 -

Others 251,761,669 191,702,755 134,061,789 112,259,923

Total revenues 12,785,351,493 11,228,773,262 6,859,461,347 5,366,487,271

Expenses

Cost of sales of land and houses 4,085,591,485 4,575,293,544 2,710,763,068 2,914,854,790

Cost of sales of residential

condominium units 2,659,897,379 1,915,269,133 259,025,168 212,986,471

Cost of sale of land 1,088,280,532 256,568,115 1,088,280,532 142,064,886

Cost of hotel operations 650,593,209 636,213,112 - -

Selling expenses 1,216,588,170 1,183,593,853 658,353,767 630,001,007

Administrative expenses 1,852,635,009 1,870,973,675 1,010,472,579 960,721,685

Loss arising from rental guarantee 27 24,031,269 45,305,879 24,031,269 45,305,879

Total expenses 11,577,617,053 10,483,217,311 5,750,926,383 4,905,934,718

Profit before share of income

from investment in associate,

finance cost and income tax 1,207,734,440 745,555,951 1,108,534,964 460,552,553

Share of income from investment in

associate 13 59,978,121 59,785,935 - -

Profit before finance cost and income tax 1,267,712,561 805,341,886 1,108,534,964 460,552,553

Finance cost (611,251,240) (706,363,234) (629,420,641) (645,888,290)

209


STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)

Property Perfect Public Company Limited and its subsidiariesFor the year ended 31 December 2014

(Unit: Baht)


Note 2014 2013 2014 2013

Profit (loss) before income tax 656,461,321 98,978,652 479,114,323 (185,335,737)

Income tax 32 (254,200,442) (57,557,972) (112,153,723) 31,991,998

Profit (loss) for the year 402,260,879 41,420,680 366,960,600 (153,343,739)

Other comprehensive income:

Exchange differences on translation of

financial statements in foreign currency (34,876,202) 5,594,001 - -

Loss on changes in value of available-for-

sale investments

- net of income tax expenses (3,462,307) (277,592) (3,462,307) (277,592)

Other comprehensive income for the year (38,338,509) 5,316,409 (3,462,307) (277,592)

Total comprehensive income for the year 363,922,370 46,737,089 363,498,293 (153,621,331)

Profit (loss) attributable to:

Equity holders of the Company 398,797,042 82,929,049 366,960,600 (153,343,739)

Non-controlling interests of the subsidiaries 3,463,837 (41,508,369)

402,260,879 41,420,680

Total comprehensive income attributable to:

Equity holders of the Company 362,158,255 81,147,996 363,498,293 (153,621,331)

Non-controlling interests of the subsidiaries 1,764,115 (34,410,907)

363,922,370 46,737,089

Earnings per share 33

Basic earnings per share

Profit (loss) attributable to equity holders of

the Company 0.06896 0.01449 0.06346 (0.02679)

Diluted earnings per share

Profit attributable to equity holders of

the Company 0.06849 0.01427 0.06303

210

(Unit: Baht)


2014 2013 2014 2013Cash flows from operating activities

Profit (loss) before tax 656,461,321 98,978,652 479,114,323 (185,335,737)

Adjustments to reconcile profit (loss) before tax to net cash

provided by (paid from) operating activities:

Share of income from investment in associate (59,978,122) (59,785,935) - -

Depreciation and amortisation 143,626,809 151,313,954 39,747,446 49,015,063

Allowance for doubtful accounts 1,952,600 - 1,952,600 -

Amortisation of prepaid expenses 45,290,061 51,902,440 26,290,070 28,763,826

Amortisation of deferred debenture issuing costs 30,642,787 47,217,111 30,642,787 47,217,111

Unrealised loss on exchange 39,148,520 79,602,112 - -

Rental received in advance recognition (4,194,963) (4,202,331) (4,194,963) (4,202,331)

Allowance for impairment loss on investment (reversal) (95,688) 107,604 (95,688) 107,604

Reduce cost to net realisable value (reversal) (4,843,403) 18,144,265 (4,843,403) 18,144,265

Reversal of allowance for impairment of land held for development (21,551,132) - (21,551,132) -

Provision for loss arising from rental guarantee 24,031,269 45,305,879 24,031,269 45,305,879

Gain on sales of investment in associate (77,303,335) - (360,000,040) -

Loss (gain) on sales of property, plant and equipment 1,486,714 (1,143,352) (739,036) (1,146,504)

Dividend income (6,599,618) (843,730) (6,599,618) (843,730)

Provision for long-term employee benefits 32,216,372 30,726,922 28,943,596 22,805,639

Change in fair value of forward exchange contracts (30,160,058) (10,718,235) - -

Interest income (26,735,156) (19,162,542) (196,787,513) (183,945,031)

Interest expenses 545,968,296 637,600,226 564,137,697 578,672,092

Profit from operating activities before changes

in operating assets and liabilities 1,289,363,274 1,065,043,040 600,048,395 414,558,146

Decrease (increase) in operating assets

Trade and other receivables 58,505,244 (39,754,055) 38,848,641 (42,574,997)

Notes receivable - land (755,076,220) (185,185,062) (928,190,220) (12,071,062)

Inventories (763,075) (2,734,328) - -

Project development costs 745,374,854 (1,541,140,201) (733,284,187) (569,185,488)

Advances to contractors (33,578,704) (243,822,752) (154,996,940) (99,031,127)

Other current assets (54,174,936) (18,021,224) (33,703,258) (7,969,390)

Other non-current assets 719,960 12,310,192 1,191,771 (14,652,085)

CASH FLOW STATEMENTProperty Perfect Public Company Limited and its subsidiariesFor the year ended 31 December 2014


211

(Unit: Baht)


2014 2013 2014 2013Increase (decrease) in operating liabilities

Trade and other payables (278,669,922) 1,070,221,439 148,629,166 333,836,764

Deposits and cash received in advance (123,944,935) 35,841,813 66,946,586 36,648,161

Other current liabilities (12,435,387) (27,298,205) 42,941,935 (7,626,558)

Other non-current liabilities (20,737,298) (5,210,053) 1,283,694 1,326,322

Net cash from (used in) operating activities 814,582,855 120,250,604 (950,284,417) 33,258,686

Cash paid for interest expenses (1,150,146,612) (1,021,882,124) (958,427,612) (777,779,584)

Cash paid for corporate income tax (161,697,050) (173,194,134) (64,292,287) (79,316,352)

Cash received from interest income 15,814,706 15,757,681 7,494,298 13,221,157

Cash received from return of withholding tax 54,282,946 26,914,531 54,282,946 -

Net cash used in operating activities (427,163,155) (1,032,153,442) (1,911,227,072) (810,616,093)

Cash flows from investing activities

Decrease (increase) in restricted deposits 23,004,570 (244,856,188) (225,209,870) 500,809

Increase in loans to related companies - - (1,236,738,465) (2,049,601,500)

Decrease in loans to related companies - - 808,085,933 1,870,668,658

Cash received from interest income - - 101,943,058 187,944,516

Cash received from dividend income 6,599,618 843,730 6,599,618 843,730

Net cash paid for purchases of investments in subsidiaries - (349,726,302) (20,000,000) (1,051,603,533)

Cash received from sale of investment in associate 719,999,280 - 719,999,280 -

Increase in other long-term investments - (100,515,821) - (100,515,821)

Cash received from sales of other long-term investments - 44,804,369 - 44,804,369

Decrease (increase) in land held for development 1,035,355,977 (161,581,634) 1,055,202,158 37,199,890

Increase in investment properties (407,256,676) - - -

Increase in advances for purchases of land (134,688,226) (299,260,143) (107,013,864) (269,539,475)

Increase in leasehold rights (6,194,128) (339,267,486) - -

Increase in property, plant and equipment (122,360,701) (131,027,260) (10,437,329) (20,159,846)

Cash received from sales of property, plant and equipment 2,656,127 2,008,301 764,348 1,973,738

Net cash from (used in) investing activities 1,117,115,841 (1,578,578,434) 1,093,194,867 (1,347,484,465)

Cash flows from financing activities

Cash paid for notes payble - leasehold rights (265,368,000) (10,000,000) - -

Cash received from notes payable 2,634,218,262 1,447,456,000 1,186,150,000 921,716,000

Cash paid for notes payable (2,422,307,020) (1,484,026,000) (993,402,392) (1,067,336,000)

Cash received from bills of exchange payable 1,166,237,037 - 1,166,237,037 -

Cash paid for bills of exchange payable (530,000,000) - (530,000,000) -

CASH FLOW STATEMENT (CONTINUED)


The accompanying notes are an integral part of the financial statements.212

(Unit: Baht)


2014 2013 2014 2013Cash received from long-term loans 2,258,347,307 5,939,992,164 1,240,490,423 2,917,396,940

Cash paid for long-term loans (4,576,612,199) (4,485,141,245) (2,449,716,500) (1,888,906,438)

Cash received from debentures 8,518,500,000 7,000,000,000 8,518,500,000 7,000,000,000

Cash paid for debentures (6,218,500,000) (5,500,000,000) (6,218,500,000) (5,500,000,000)

Cash received from short-term loans from related parties - - 175,000,000 75,000,000

Cash received from non-controlling interests for issuance

of ordinary shares of subsidiary - 14,652,121 - -

Cash received from exercised warrants 21,000 141,882,692 21,000 141,882,692

Dividend paid - (187,522,527) - (187,522,527)

Net cash from financing activities 564,536,387 2,877,293,205 2,094,779,568 2,412,230,667

Increase in translation adjustment 824,858 8,396,613 - -

Net increase in cash and cash equivalents 1,255,313,931 274,957,942 1,276,747,363 254,130,109

Cash and cash equivalents at beginning of year 1,235,219,985 960,262,043 801,773,577 547,643,468

Cash and cash equivalents at end of year 2,490,533,916 1,235,219,985 2,078,520,940 801,773,577

- - - -

Supplemental cash flow information

Non-cash transactions

Transfer advances for purchases of land to project development

costs, land held for development and leashold rights 338,453,334 93,202,116 134,611,600 26,132,116

Transfer land held for development to project development costs 698,277,554 2,149,660,318 593,379,044 1,359,215,503

Transfer property, plant and equipment to project development costs 2,893,805 1,466,456 - -

Amortise leasehold rights as cost of investment properties 27,609,011 19,429,756 - -

Increase in investment properties as a result of accrued land rental expenses 61,488,336 29,523,284 - -

Increase in notes payable - leasehold rights - 255,368,000 - -

Settle advances for purchases of land against loan from related company

and interest payable - - 89,261,250 17,000,000

Transfer advances for purchases of land to other receivable 11,724,926 - - -

Transfer project development costs and land held for development

to investment properties - 967,144,633 - -

CASH FLOW STATEMENT (CONTINUED)


The accompanying notes are an integral part of the financial statements.213

(Unit:

Baht)

Cons

olid

ated

fina

ncia

l sta

tem

ents

Equi

ty a

ttrib

utab

le to

ow

ners

of t

he C

ompa

ny

E

quity

at

tribu

tabl

e t

o no

n-co

ntro

lling

i

nter

ests

of

the

subs

idia

ries

Tot

al

sha

reho

lder

s’

equ

ity

Iss

ued

and

fully

pai

d s

hare

cap

ital

Sha

re d

isco

unt

Othe

r com

pone

nts

of e

quity

Tot

al e

quity

a

ttrib

utab

le to

o

wne

rs o

f th

e Co

mpa

ny

Othe

r co

mpr

ehen

sive

inco

me

Diff

eren

ce

resu

lting

fr

om s

hare

sw

ap

bet

wee

n th

e su

bsid

iarie

s

Def

icit

from

th

e ch

ange

s in

th

e ow

ners

hip

inte

rest

s in

sub

sidi

arie

s

Tot

al o

ther

c

ompo

nent

s of

s

hare

hold

ers’

e

quity

Ret

aine

d ea

rnin

gs

Defic

it on

chan

ges

in v

alue

of

ava

ilabl

e-fo

r sal

e

inv

estm

ents

Exch

ange

diffe

renc

es o

n

trans

latio

n of

fina

ncia

l sta

tem

ents

in fo

reig

n cu

rrenc

y S

tatu

tory

rese

rve

Unap

prop

riate

d

Balanc

e as

at 1

Jan

uary 2

013

5,641

,047

,963

(7

3,52

4,49

5) 241

,600

,000

2,826

,339

,757

(2

,218

,392

)17

,308

,425

(46,09

1,94

5) (8

,777

,082

) (3

9,77

8,99

4) 8,595

,684

,231

34,95

1,51

6 8,630

,635

,747

Profit for t

he yea

r -

-

-

82,92

9,04

9 -

-

-

-

82,92

9,04

9 (4

1,50

8,36

9) 4

1,42

0,68

0

Other co

mpreh

ensiv

e inc

ome f

or th

e yea

r -

-

-

-

(277

,592

)(1

,503

,461

) -

-

(1,781

,053

) (1

,781

,053

) 7

,097

,462

5

,316

,409

Total c

ompr

ehen

sive inco

me for the

year

- -

- 8

2,92

9,04

9 (2

77,592

) (1

,503

,461

) -

-

(1,781

,053

) 8

1,14

7,99

6 (3

4,41

0,90

7) 4

6,73

7,08

9

Increa

se in

ord

inar

y sh

ares

as a

resu

lt

of w

arra

nt e

xercise

d 1

41,882

,692

-

-

-

-

-

-

-

-

141

,882

,692

-

141

,882

,692

Effect o

f cha

nge

in o

wner

ship in

tere

sts

in

sub

sidiary (N

ote

12)

-

-

-

-

-

-

-

(2,096

,089

) (2

,096

,089

) (2

,096

,089

) 1

6,74

8,21

0 1

4,65

2,12

1

Divid

end

paid (N

ote

36)

-

-

- (1

87,522

,527

) -

-

-

-

- (

187,52

2,52

7) - (

187,52

2,52

7)

Balanc

e as

at 3

1 De

cembe

r 201

35,78

2,93

0,65

5 (7

3,52

4,49

5) 2

41,600

,000

2,72

1,74

6,27

9 (2

,495

,984

) 1

5,80

4,96

4 (4

6,09

1,94

5) (1

0,87

3,17

1) (4

3,65

6,13

6)8,62

9,09

6,30

3 1

7,28

8,81

9 8,64

6,38

5,12

2

Balanc

e as

at 1

Jan

uary 2

014

5,78

2,93

0,65

5 (7

3,52

4,49

5) 241

,600

,000

2,72

1,74

6,27

9 (2

,495

,984

) 15,80

4,96

4 (4

6,09

1,94

5) (1

0,87

3,17

1) (4

3,65

6,13

6)8,62

9,09

6,30

3 17,28

8,81

9 8,646

,385

,122

Profit for t

he yea

r -

-

-

398

,797

,042

-

-

-

-

-

398

,797

,042

3

,463

,837

4

02,260

,879

Other co

mpreh

ensiv

e inc

ome f

or th

e yea

r -

-

-

-

(3,462

,307

) (3

3,17

6,48

0) -

-

(36,63

8,78

7) (3

6,63

8,78

7) (1

,699

,722

) (3

8,33

8,50

9)

Total c

ompreh

ensiv

e inco

me for the

yea

r -

-

-

398

,797

,042

(3

,462

,307

) (3

3,17

6,48

0) -

-

(36,63

8,78

7) 3

62,158

,255

1

,764

,115

3

63,922

,370

Unap

prop

riated

retained

ear

ning

s

tra

nsferre

d to statutory re

serve

-

-

19,00

0,00

0 (1

9,00

0,00

0) -

-

-

-

-

-

-

-

Increa

se in

ord

inar

y sh

ares

as a

resu

lt

of w

arra

nt e

xercise

d (N

ote

28)

21,00

0 -

-

-

-

-

-

-

-

21,00

0 -

21,00

0

Effect o

f cha

nge

in o

wner

ship in

tere

sts

in sub

sidiary (N

ote

12)

-

-

-

-

-

-

-

(38,88

2,22

9) (3

8,88

2,22

9) (3

8,88

2,22

9) 3

8,88

2,22

9 -

Balanc

e as

at 3

1 De

cembe

r 201

45,78

2,95

1,65

5 (7

3,52

4,49

5) 2

60,600

,000

3,10

1,54

3,32

1 (5

,958

,291

) (1

7,37

1,51

6) (4

6,09

1,94

5) (4

9,75

5,40

0) (1

19,177

,152

)8,95

2,39

3,32

9 5

7,93

5,16

3 9,01

0,32

8,49

2

STAT

EMEN

T OF

CH

ANGE

S IN

SH

AREH

OLD

ERS’

EQU

ITY

Prop

erty

Per

fect

Pub

lic C

ompa

ny L

imite

d an

d its

sub

sidia

ries

For t

he y

ear e

nded

31

Dece

mbe

r 201

4

The

acco

mpa

nying

notes ar

e an

integr

al p

art o

f the

fina

ncial s

tatemen

ts.

214

The

acco

mpa

nying

notes ar

e an

integr

al p

art o

f the

fina

ncial s

tatemen

ts.

STAT

EMEN

T OF

CH

ANGE

S IN

SH

AREH

OLD

ERS’

EQU

ITY

(CON

TIN

UED

)

Prop

erty

Per

fect

Pub

lic C

ompa

ny L

imite

d an

d its

sub

sidia

ries

For t

he y

ear e

nded

31

Dece

mbe

r 201

4(U

nit:

Baht)

Sepa

rate

fina

ncia

l sta

tem

ents

Othe

r com

pone

nts

of e

quity

Othe

r co

mpr

ehen

sive

in

com

e

Issu

ed a

nd

fully

pai

d s

hare

cap

ital

Sha

re d

isco

unt

Reta

ined

ear

ning

s D

efic

it on

ch

ange

s in

val

ue o

f a

vaila

ble-

for-

sale

i

nves

tmen

ts

Tot

al o

ther

c

ompo

nent

s of

s

hare

hold

ers’

e

quity

Tot

al

sha

reho

lder

s’

equ

ity

Stat

utor

y re

serv

e U

napp

ropr

iate

d

Balanc

e as

at 1

Jan

uary 2

013

5,641

,047

,963

(7

3,52

4,49

5) 2

41,600

,000

2

,234

,835

,475

(2

,218

,392

) (2

,218

,392

) 8

,041

,740

,551

Profit for t

he yea

r -

-

-

(153

,343

,739

) -

-

(153

,343

,739

)

Other

com

preh

ensiv

e inco

me

for t

he yea

r -

-

-

-

(277

,592

) (2

77,592

) (2

77,592

)

Total c

ompr

ehen

sive

inco

me

for t

he yea

r -

-

-

(153

,343

,739

) (2

77,592

) (2

77,592

) (1

53,621

,331

)

Increa

se in

ord

inar

y sh

ares

as a

resu

lt of w

arra

nt e

xercise

d 1

41,882

,692

-

-

-

-

-

141

,882

,692

Divid

end

paid (N

ote

36)

-

-

-

(187

,522

,527

) -

-

(187

,522

,527

)

Balanc

e as

at 3

1 De

cembe

r 201

3 5

,782

,930

,655

(7

3,52

4,49

5) 2

41,600

,000

1

,893

,969

,209

(2

,495

,984

) (2

,495

,984

) 7

,842

,479

,385

Balanc

e as

at 1

Jan

uary 2

014

5,782

,930

,655

(7

3,52

4,49

5) 2

41,600

,000

1

,893

,969

,209

(2

,495

,984

) (2

,495

,984

) 7

,842

,479

,385

Profit for t

he yea

r -

-

-

366

,960

,600

-

-

366

,960

,600

Other

com

preh

ensiv

e inco

me

for t

he yea

r -

-

-

-

(3,462

,307

) (3

,462

,307

) (3

,462

,307

)

Total c

ompr

ehen

sive

inco

me

for t

he yea

r -

-

-

366

,960

,600

(3

,462

,307

) (3

,462

,307

) 3

63,498

,293

Unap

prop

riated re

tained

ear

ning

s tra

nsferre

d to st

atutor

y res

erve

-

-

19,00

0,00

0 (1

9,00

0,00

0) -

-

-

Increa

se in

ordina

ry sh

ares

as a

resu

lt of w

arrant ex

ercis

ed (N

ote 2

8) 2

1,00

0 -

-

-

-

-

21,00

0

Balanc

e as

at 3

1 De

cembe

r 201

4 5

,782

,951

,655

(7

3,52

4,49

5) 2

60,600

,000

2

,241

,929

,809

(5

,958

,291

) (5

,958

,291

) 8

,205

,998

,678

215

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Property Perfect Public Company Limited and its subsidiariesFor the year ended 31 December 2014

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. 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 Thai Financial Reporting 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 2011, issued under the Accounting

Act B.E. 2543.

The financial statements in Thai language are the official statutory financial statements of the Company. The financial

statements in English language have been translated from the Thai language financial statements.

The financial 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

incorporation

Percentage of

shareholding

2014 2013

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 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 100.00 100.00

We Retail Public Company Limited Property development, shopping

mall and commercial areas


Property Perfect International Pte. Ltd. Investment in overseas projects Singapore 100.00 100.00

216

Company’s name Nature of businessCountry of

incorporation

Percentage of

shareholding

2014 2013


(continued)

Chiangmai Development Company Limited Property development Thailand 100.00 100.00

Ramintra Mall Company Limited (Formerly

known as “Mariya Stuff Company Limited”)

Property development Thailand 100.00 100.00

Subsidiary which the Company owns through

We Retail Public Company Limited

Centrepoint Shopping Mall Company Limited Property development, shopping

mall and commercial areas


Subsidiaries which the Company owns through

Property Perfect International Pte. Ltd.

Kiroro Resort Holdings Company Limited

(Formerly known as “Share Group Company

Limited”)

Hotel operations Japan 95.61 69.01

Kabushiki Kaisha Kiroro Associates Co., Ltd. Hotel management Japan 95.61 69.01

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.

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 financial reporting standards

Below is a summary of financial reporting standards that became effective in the current accounting year and those

that will become effective in the future.

217

(a) Financial reporting standards that became effective in the current accounting year

Conceptual Framework for Financial Reporting (revised 2014)

Accounting Standards:

TAS 1 (revised 2012) Presentation of Financial Statements

TAS 7 (revised 2012) Statement of Cash Flows

TAS 12 (revised 2012) Income Taxes

TAS 17 (revised 2012) Leases

TAS 18 (revised 2012) Revenue

TAS 19 (revised 2012) Employee Benefits

TAS 21 (revised 2012) The Effects of Changes in Foreign Exchange Rates

TAS 24 (revised 2012) Related Party Disclosures

TAS 28 (revised 2012) Investments in Associates

TAS 31 (revised 2012) Interests in Joint Ventures

TAS 34 (revised 2012) Interim Financial Reporting

TAS 36 (revised 2012) Impairment of Assets

TAS 38 (revised 2012) Intangible Assets

Financial Reporting Standards:

TFRS 2 (revised 2012) Share-based Payment

TFRS 3 (revised 2012) Business Combinations

TFRS 5 (revised 2012) Non-current Assets Held for Sale and Discontinued Operations

TFRS 8 (revised 2012) Operating Segments

Accounting Standard Interpretations :

TSIC 15 Operating Leases - Incentives

TSIC 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease

TSIC 29 Service Concession Arrangements: Disclosures

TSIC 32 Intangible Assets - Web Site Costs

Financial Reporting Standard Interpretations:

TFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities

TFRIC 4 Determining whether an Arrangement contains a Lease

TFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental

Rehabilitation Funds

TFRIC 7 Applying the Restatement Approach under TAS 29

Financial Reporting in Hyperinflationary Economies

TFRIC 10 Interim Financial Reporting and Impairment

TFRIC 12 Service Concession Arrangements

218

TFRIC 13 Customer Loyalty Programmes

TFRIC 17 Distributions of Non-cash Assets to Owners

TFRIC 18 Transfers of Assets from Customers

Accounting Treatment Guidance for Stock Dividend

These financial reporting standards were amended primarily to align their content with the corresponding International

Financial Reporting Standards. Most of the changes were directed towards revision of wording and terminology, and

provision of interpretations and accounting guidance to users of the accounting standards. These financial reporting

standards do not have any significant impact on the financial statements.

(b) Financial reporting standards that will become effective in the future The Federation of Accounting Professions has issued a number of revised and new financial reporting standards that

become effective for fiscal years beginning on or after 1 January 2015. These financial reporting standards were aimed

at alignment with the corresponding International Financial Reporting Standards, with most of the changes directed

towards revision of wording and terminology, and provision of interpretations and accounting guidance to users of

accounting standards. The management of the Company and its subsidiaries believes they will not have any significant

impact on the financial statements in the year in which they are adopted. However, some of these financial reporting

standards involve changes to key principles, as discussed below:

Accounting Standards:


Financial Reporting Standards:

TFRS 10 Consolidated Financial Statements

TFRS 11 Joint Arrangements

TFRS 12 Disclosure of Interests in Other Entities

TFRS 13 Fair Value Measurement

Based on the preliminary analysis performed, the management of the Company and its subsidiaries believes that these

financial reporting standards will not have any significant impact on the financial statements of the Company and its

subsidiaries, except as follows:


This revised standard requires that the entity recognise actuarial gains and losses immediately in other comprehensive

income while the existing standard allows the entity to recognise such gains and losses immediately in profit or loss, or in

other comprehensive income, or to recognise them gradually in profit or loss.

At present, the Company and its subsidiaries gradually recognise actuarial gains and losses in profit or loss. The assessment

of the management of the Company and its subsidiaries is that when the revised standard is applied in 2015 and there is

a change to immediately recognise those gains and losses in other comprehensive income, the Company and its subsidiaries

will have to increase provision for long-term employee benefit liabilities of Baht 38.7 million (Separate financial statements:

Baht 36.1 million) (net of related tax of Baht 9.7 million (Separate financial statements: Baht 9.0 million)) and decrease

retained earnings of Baht 38.7 million (Separate financial statements: Baht 36.1 million).

219

4. Significant accounting policies4.1 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 significant

risks and rewards are 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 In determining the cost of sales of land and houses/residential condominium units, 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.

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 Accounts receivable 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 or construction 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.

220

4.8 Investment properties

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition,

investment properties are stated at cost less accumulated depreciation and allowance for loss on impairment (if any).

No depreciation is provided on investment properties in progress.

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 5 to 20 years

Hotel buildings 5 to 41 years

Hotel building improvements 2 to 30 years

Office and hotel furniture and fixtures 2 to 18 years

Tools and equipment 2 and 5 years

Motor vehicles 2 to 17 years

Others 2 to 18 years

Depreciation is included in profit or loss.

No depreciation has been provided on land and construction in progress.

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 profit or loss and is capitalised as part of project costs for projects under development.

4.11 Investments

a) 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.

221

e) Investments in subsidiaries and associate are accounted for in the separate financial statements using the cost

method net of allowance for loss on impairment (if any).

The fair value of marketable securities (investments in securities held for trading and available-for-sale 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 and its subsidiaries reclassified 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 is 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 Related party transactions Related parties comprise enterprises and individuals that control, or are controlled by, the Company and its subsidiaries, whether

directly or indirectly, or which are under common control with the Company and its subsidiaries.

They also include associate and individuals which directly or indirectly own a voting interest in the Company and its subsidiaries

that gives them significant influence over the Company and its subsidiaries, key management personnel, directors and officers

with authority in the planning and direction of the operations of Company and its subsidiaries.

4.13 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.

4.14 Foreign currencies The consolidated and separate financial statements are presented in Baht, which is also the Company’s functional

currency. Items of each entity included in the consolidated financial statements are measured using the functional

currency of that entity.

Transactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated into Baht at the exchange rate ruling

at the end of reporting period.

Gains and losses on exchange are included in profit or loss.

Exchange differences arising on a monetary item that forms part of the Company’s net investment in a foreign operation

will be recognised initially in other comprehensive income in the consolidated financial statements and reclassified

from equity to profit or loss on disposal of the net investment.222

4.15 Impairment of assets At the end of each reporting period, the Company and its subsidiaries perform impairment reviews in respect of the

assets whenever events or changes in circumstances indicate that an asset may be impaired. An impairment loss is

recognised when the recoverable amount of an asset, which is the higher of the asset’s fair value less costs to sell

and its value in use, is less than the carrying amount.

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, such reversal is recognised in profit or loss.

4.16 Employee benefits

Short-term employee benefits

Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred.

Post-employment benefits

Defined contribution plans

The Company, its subsidiaries and its employees have jointly established a provident fund. The fund is monthly

contributed by employees and by the Company and its subsidiaries. The fund’s assets are held in a separate trust

fund and the contributions are recognised as expenses when incurred.

Defined benefit plans

The Company and its subsidiaries have obligations in respect of the severance payments they must make to employees

upon retirement under labor law. The Company and its subsidiaries treat these severance payment obligations as a

defined benefit plan.

The obligation under the defined benefit plan is determined by a professionally qualified independent actuary and an

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 and its subsidiaries 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.

4.17 Provisions Provisions are recognised when the Company and its subsidiaries have 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.

4.18 Income tax Income tax expense represents the sum of corporate income tax currently payable and deferred tax.

Current tax

Current 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.

223

Deferred tax

Deferred income tax is provided on temporary differences between the tax bases of assets and liabilities and their

carrying amounts at the end of each reporting period, using the tax rates enacted at the end of the reporting period.

The Company and its subsidiaries recognise deferred tax liabilities for all taxable temporary differences while they

recognise deferred tax assets for all deductible temporary differences and tax losses carried forward to the extent that

it is probable that future taxable profit will be available against which such deductible temporary differences and tax

losses carried forward can be utilised.

At each reporting date, the Company and its subsidiaries review and reduce the carrying amount of deferred tax assets

to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred

tax assets to be utilised.

The Company and its subsidiaries record deferred tax directly to shareholders’ equity if the tax relates to items that

are recorded directly to shareholders’ equity.

4.19 Derivatives Forward exchange contracts

Forward exchange contracts are presented in the financial statements at fair value. Unrealised gain or loss from the

forward contracts is recorded in profit or loss.

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.

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.

224

Impairment of investments The Company and its subsidiaries treat 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/Investment properties/Depreciation In determining depreciation of plant and equipment and investment properties, the management is required to make

estimates of the useful lives and residual values of the plant and equipment and investment properties and to review

estimate useful lives and residual values when there are any changes.

In addition, the management is required to review property, plant and equipment and investment properties for impairment

on a periodical basis and record impairment losses 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 and its subsidiaries need 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.

Deferred tax assets Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that it is

probable that taxable profit will be available against which the temporary differences and losses can be utilised. Significant

management judgement is required to determine the amount of deferred tax assets that can be recognised, based

upon the likely timing and level of estimate future taxable profits.

Post-employment benefits under defined benefit plans The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made

based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate.

Provision for loss arising from rental guarantee In recording provision for loss arising from rental guarantee, the management estimates the cost of the expenses

expected to be incurred as a result of providing rental guarantee based on the present value of the difference between

the projected dormitory rental income from individuals and rental expense the Company has contracted to pay to the

Fund, based on various assumptions, including rental rate, occupancy rate and discount rate. The estimate is reviewed

whenever circumstances change.

Litigations The Company and its subsidiaries have contingent liabilities as a result of litigations. The 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.

225

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, its subsidiaries and those related parties.

(Unit: Million Baht)


Separate financial statements

2014 2013 2014 2013 Transfer Pricing policy

Transactions with subsidiaries

(Eliminated from the consolidated financial statements)

Sales of land - - - 71 By agreement

Interest income - - 175 171 5.02% - 7.38% per annum

Interest expenses - - 9 - 7.38% per annum

Clubhouse management expenses - - 4 16 By agreement

Cost of construction of houses - - 21 67 By agreement

Transactions with related individual and companies

Cost of construction of houses 6 2 - 1 By agreement

Consultation fee 4 3 2 2 By agreement

As at 31 December 2014 and 2013, the balances of the accounts between the Company, its subsidiaries and those

related companies were as follows:


Consolidated financial

statementsSeparate

financial statements

2014 2013 2014 2013

Other receivables - related parties (Note 8)

Subsidiaries - - 114,531 38,096

Total other receivables - related parties - - 114,531 38,096

Advances to contractor - related party

Related company (a subsidiary’s shareholder) 14,397 14,464 14,390 14,459

Total advances to contractor - related party 14,397 14,464 14,390 14,459

Trade and other payables - related parties (Note 20)

Subsidiaries - - 5,424 26,338

Related companies (a subsidiary’s shareholder) 4,474 2,879 948 2,118

Total trade and other payables - related parties 4,474 2,879 6,372 28,456

226

Loans to and loans from related parties

As at 31 December 2014 and 2013, the balance of loans between the Company and its subsidiaries and the movements

were as follows:(Unit: Thousand Baht)


Long-term loans to subsidiariesBalance as at

31 December 2013

Increase during

the year

Decreaseduring

the yearBalance as at

31 December 2014

Estate Perfect Co., Ltd. 410,264 155,000 (319,065) 246,199

Bright Development Bangkok Co., Ltd. 1,712,611 270,000 (299,051) 1,683,560

Residence Number Nine Co., Ltd. 5,171 - (5,171) -

U&I Construction Bangkok Co., Ltd. - 100,000 - 100,000

Perfect Prefab Co., Ltd. 60,000 - - 60,000

We Retail Plc. 411,094 363,900 - 774,994

Property Perfect International Pte. Ltd. 857,165 340,799 (184,799) 1,013,165

Chiangmai Development Co., Ltd. - 17,330 - 17,330

Total 3,456,305 1,247,029 (808,086) 3,895,248

(Unit: Thousand Baht)


Short-term loans to subsidiariesBalance as at

31 December 2013

Increase during

the year

Decreaseduring

the yearBalance as at

31 December 2014

Chiangmai Development Co., Ltd. 75,000 - (75,000) -

Residence Number Nine Co., Ltd. - 175,000 - 175,000

Total 75,000 175,000 (75,000) 175,000

Directors’ and management’s benefits

During the years ended 31 December 2014 and 2013, the Company and its subsidiaries had employee benefit expenses

payable to their directors and management as below.(Unit: Million Baht)



2014 2013 2014 2013

Short-term employee benefits 66.5 77.2 44.5 57.2

Post-employment benefits 8.8 7.1 6.7 5.0

Total 75.3 84.3 51.2 62.2

Guarantee obligations with related parties

The Company has outstanding guarantee obligations with its subsidiaries, as described in Note 37.4 a)

to the financial statements.227

7. Cash and cash equivalents (Unit: Thousand Baht)



2014 2013 2014 2013

Cash 4,737 5,378 1,615 2,195

Bank deposits 2,485,797 1,229,842 2,076,906 799,579

Total 2,490,534 1,235,220 2,078,521 801,774

As at 31 December 2014, bank deposits in saving accounts and fixed deposits carried interests between 0.02% and 1.10%

per annum (2013: between 0.02% and 1.75% per annum).

8. Trade and other receivablesAs at 31 December 2014 and 2013, trade and other receivables were classified by aging as follows.




2014 2013 2014 2013

Trade receivables - real estate business

Aged on the basis of due dates

Not yet due 968 - - -

Past due

Up to 3 months 1,663 1,960 - 1,960

6 - 12 months - 250 - 250

Over 12 months 4,142 9,836 4,113 9,836

Total 6,773 12,046 4,113 12,046

Less: Allowance for doubtful debts (2,183) (200) (2,153) (200)

Trade receivable - real estate business, net 4,590 11,846 1,960 11,846

Trade receivables - hotel business

Aged on the basis of due dates

Past due

Up to 3 months 119,462 121,831 - -

3 - 6 months 109 6 - -

6 - 12 months 519 593 - -

Trade receivable - hotel business 120,090 122,430 - -

Trade receivable, net 124,680 134,276 1,960 11,846

228




2014 2013 2014 2013

Other receivables

Advances - related parties - - 14,829 12,416

Interest receivables - related parties - - 98,772 25,680

Other receivables - related party - - 930 -

Interest receivables - 3,337 - -

Accounts receivable - forward contacts 26,851 10,632 - -

Other receivables 39,900 50,838 30,000 50,000

Total other receivables 66,751 64,807 144,531 88,096

Trade and other receivables, net 191,431 199,083 146,491 99,942

9. Notes receivable - landAs at 31 December 2014, notes receivable - land consisted of the following:

The Company

a) A note receivable of the Company amounting to Baht 15.0 million (2013: Baht 27.6 million). During the year 2014,

the Company received payment of Baht 12.6 million from the debtor and subsequently, in February 2015, the

Company received the remaining payment of Baht 15.0 million.

b) Notes receivable of the Company totaling Baht 1,000.0 million (2013: Nil), as discussed in Note 15 to the financial

statements. The Company recorded the promissory notes by discounting a weighted average cost of fund of the

Company and its subsidiaries. The notes receivable are stated at all future receipts, net of deferred interest income.

The details are as follows:


Consolidated and separate financial statements

2014 2013

Notes receivable - land 1,000,000 -

Less: Deferred interest income (59,260) -

Notes receivable - land, net 940,740 -

The Company recorded interest income from the above transaction amounting to Baht 14.3 million in the profit

or loss for the year 2014.

A subsidiary

During the year 2014, the subsidiary received all payment of Baht 173.1 million from the debtor. 229

10. Inventories(Unit: Thousand Baht)


CostReduce cost to net

realisable value Inventories - net

2014 2013 2014 2013 2014 2013

Food and beverage 50,269 70,626 (42,733) (62,472) 7,536 8,154

Other goods and supplies 76,252 118,918 (48,709) (92,756) 27,543 26,162

Total 126,521 189,544 (91,442) (155,228) 35,079 34,316

11. Project development costs (Unit: Thousand Baht)



2014 2013 2014 2013

Land and construction developed 4,148,850 4,695,946 1,754,228 2,569,743

Land and construction under development 13,427,925 12,307,225 9,104,233 6,521,140

Total 17,576,775 17,003,171 10,858,461 9,090,883

Less: Reduce cost to net realisable value (52,169) (76,389) (51,644) (75,810)

Net 17,524,606 16,926,782 10,806,817 9,015,073

Borrowing costs 464,353 438,555 339,260 252,318

Interest rate (%) 4.70 - 7.38 6.38 - 7.38 4.70 - 7.38 6.38 - 7.38

Mortgaged as collateral for credit facilities, 13,937,281 14,061,835 8,075,306 6,894,736

guarantees and debentures

During the year 2014, the Company and its subsidiaries reversed Baht 19.4 million (Separate financial statements: Baht 19.3

million) of the write-down of project development costs in accordance with their sale transactions (2013: Baht 3.1 million (Separate

financial statements: Baht 3.0 million)), and recorded the amount as a deduction from project development costs recognised as cost

of sales of land and houses during the year.

In addition, during the year 2014, the Company reduced project development costs by Baht 9.4 million (2013: Baht 18.1 million)

to reflect the net realisable values per appraisal reports prepared by independent valuers, and reversed Baht 14.2 million (2013: Nil)

of the write-down of project development costs based on appraisal reports prepared by independent valuers. The Company presented

the net amount of these transactions under “Cost of sales of land and houses” in profit or loss.

230

12. Investments in subsidiaries Details of investments in subsidiaries as presented in separate financial statements are as follows:


Company’s name Paid-up capital Cost

2014 2013 2014 2013

Estate Perfect Company Limited 1,200,000 1,200,000 738,459 738,459

Perfect Sport Club Company Limited 25,000 5,000 25,000 5,000

Bright Development Bangkok Company Limited 1,000,000 1,000,000 999,999 999,999

Residence Number Nine Company Limited 1,000,000 1,000,000 507,000 507,000

U&I Construction Bangkok Company Limited 100,000 100,000 100,000 100,000

Perfect Prefab Company Limited 2,500 2,500 1,275 1,275

Uniloft Service (Thailand) Company Limited 1,325 1,325 1,325 1,325

We Retail Public Company Limited 1,330,912 6,337,678 1,300,988 1,300,988

Property Prefect International Pte. Ltd. - - - -

Chiangmai Development Company Limited 200,000 200,000 200,000 200,000

Ramintra Mall Company Limited (Formerly known as

“Mariya Stuff Company Limited”) 350,000 350,000 350,000 350,000

Total 4,224,046 4,204,046


We Retail Public Company Limited (“We Retail”) In July 2013, the Company invested Baht 500.4 million in the increase of ordinary shares of We Retail, in proportion

to its existing shareholding. However, some of non-controlling interests had not invested in the increased shares in proportion to their existing shareholdings. As a result, the Company’s shareholding in We Retail increased from 91.05% to 93.31%. The Company recorded effect of the change in its shareholding in We Retail in other components of equity, under shareholders’ equity.

The change in the ownership interests in We Retail was detailed below.(Unit: Thousand Baht)

Non-controlling interests investing in additional ordinary shares of We Retail 14,652

Less Non-controlling interests of We Retail adjusted (16,748)

Deficit from the change in the ownership interests in We Retail (2,096)

We Retail reduced its registered, issued and paid-up share capital from Baht 6,337,678,570 (1,267,535,714 ordinary shares with a par value of Baht 5 each) to Baht 1,330,912,500 (1,267,535,714 ordinary shares with a par value of Baht 1.05 each) by changing the par value of ordinary shares from Baht 5 to Baht 1.05 per share, with the capital reduction of Baht 5,006,766,070 to be used to offset share discount and deficit, respectively. In addition, We Retail increased its registered share capital from Baht 1,330,912,500 (1,267,535,714 ordinary shares with a par value of Baht 1.05 each) to Baht 4,761,825,000 (4,535,071,428 ordinary shares with a par value of Baht 1.05 each). We Retail registered the decrease and increase in its registered, issued and paid-up share capital with the Ministry of Commerce on 5 and 6 March 2014, respectively. Currently, We Retail is in the process of allocating the additional ordinary shares to its existing shareholders (via a rights offering) and by private placement, in accordance with a resolution of the Extraordinary

General Meeting of shareholders of We Retail. 231

Perfect Sport Club Company Limited (“Perfect Sport Club”) On 15 September 2014, the Extraordinary General Meeting of shareholders of Perfect Sport Club passed a resolution to approve

an increase of Baht 45 million in its registered capital, from Baht 5 million to Baht 50 million, by issuing 450,000 ordinary shares

with a par value of Baht 100 per share that are 44.44% paid-up, or a total of Baht 20 million. The Company acquired all additional

ordinary shares, meaning its shareholding in Perfect Sport Club is unchanged at 100%.

Ramintra Mall Company Limited (“Ramintra Mall”) (Formerly known as “Mariya Stuff Company Limited”)

On 8 August 2013, a meeting of the Company’s Board of Directors passed a resolution to acquire 3.5 million ordinary

shares with a value of Baht 100 each in Ramintra Mall, for a total of Baht 350 million. Ramintra Mall is engaged in the

property development business and has a share capital of Baht 350 million (3.5 million ordinary shares with a par

value of Baht 100 each).

Fair value of the identifiable assets and liabilities as at the acquisition date of investment in Ramintra Mall can be

summarised below.


Cash and cash equivalents 274

Advance for purchase of land 74,254

Leasehold rights 275,481

Other current liabilities (9)

Total net assets 350,000

Cash payment for purchase of investment in Ramintra Mall 350,000

Less: Cash and cash equivalents of Ramintra Mall (274)

Net cash payment for purchase of investment in Ramintra Mall 349,726

Subsidiary owned by the Company through We Retail

Centrepoint Shopping Mall Company Limited (“Centrepoint”) Centrepoint received the remaining value of the ordinary shares, amounting to Baht 99.8 million (4,990,000 ordinary

shares at a value of Baht 20 each) from We Retail.

Subsidiaries owned by the Company through Property Perfect International Pte. Ltd. (“PPI”)

Kiroro Resort Holdings Co., Ltd. (“KRH”) [Formerly known as “Share Group Co., Ltd.”] In March 2014, PPI invested JPY 500 million in KRH’s additional ordinary shares (100,000 ordinary shares with a value

of JPY 5,000 each) and the share price was settled against loans from PPI to KRH. As a result, PPI’s shareholding in

KRH increased from 69.01% to 95.61%. The Company recorded effect of the change in its interest in KRH, amounting

to JPY 126.4 million (Baht 38.9 million) in other components of equity under shareholders’ equity in the consolidated

statement of financial position.

Kabushiki Kaisha Kiroro Associates Co., Ltd. (“KA”) On June 2014, KA reduced its issued and fully paid share capital and share premium from JPY 750 million to JPY 60

million, with the capital and share premium reduction of JPY 690 million to be used to offset the deficit.

232

Acquisitions of the businesses of Thai Property Public Company Limited (“TPROP”) and Grande Asset Hotels and Property Public Company Limited (“GRAND”) On 29 July 2014, the Extraordinary General Meeting of the Company’s shareholders passed the following significant resolutions:

a) To approve the Company’s acquisition of the business of TPROP through a tender offer for all shares of TPROP, whereby the Company is to settle the consideration due to those shareholders of TPROP who accept the tender offer with additionally issued ordinary shares of the Company, at a swap ratio of 2 shares of TPROP for 1 share of the Company (or equivalent to 1 share of TPROP to 0.5 share of the Company), with any fractions of shares of TPROP after the swap calculation settled in cash at a price of Baht 0.57 per share. However, the above is subject to the condition that when the said tender offer period ends, the total number of shareholders of TPROP who accept the tender offer represent not less than 75% of the total number of issued and paid-up shares of TPROP.

b) To approve the Company’s purchase of the shares of GRAND (in the event that the acquisition of TPROP is accomplished, resulting in the Company gaining significant control over GRAND) by means of a tender offer for all shares of GRAND, whereby the Company will settle the consideration due to those shareholders of GRAND who accept the tender offer with additionally issued ordinary shares of the Company at a swap ratio of 114 shares of GRAND to 131 shares of the Company (or equivalent to 1 share of GRAND to 1.149123 shares of the Company), with any fractions of shares of GRAND after the swap calculation to be paid in cash at a price of Baht 1.31 per share.

c) To approve the reduction of the registered capital of the Company, from the existing amount of Baht 5,961,161,256 (5,961,161,256 ordinary shares with a par value of Baht 1 each) to Baht 5,960,980,722 (5,960,980,722 ordinary shares with a par value of Baht 1 each) by canceling the 180,534 registered ordinary shares which were reserved to accommodate the exercise of expired warrants (PF-W2), with a par value of Baht 1 each, totaling Baht 180,534.

d) To approve the increase of the registered capital of the Company from Baht 5,960,980,722 (5,960,980,722 ordinary shares with a par value of Baht 1 each) to Baht 10,737,610,610 (10,737,610,610 ordinary shares with a par value of Baht 1 each) by issuing 4,776,629,888 new ordinary shares, with a par value of Baht 1 each, in order to comply with the conditions of the tender offers for all shares of TPROP and GRAND, as detailed above, and also because the said tender offer may result in the Company having to adjust the exercise rights of the holders of warrants (PF-W3).

e) To approve the allotment of 4,776,629,888 newly issued ordinary shares of the Company with a par value of Baht 1 as detailed below.

1) 1,596,592,736 new ordinary shares with a par value of Baht 1 each to accommodate the tender offer for all shares of TPROP.

2) 3,161,773,631 new ordinary shares with a par value of Baht 1 each to accommodate the tender offer for all shares of GRAND.

3) 18,263,521 new ordinary shares with a par value of Baht 1 each to accommodate the adjustment of the exercise rights of the warrants (PF-W3).

On 4 August 2014, the Company submitted the filing information for the issue and offering of the above additional ordinary shares to the Securities and Exchange Commission. However, on 26 February 2015, a meeting of the Company’s Board of Directors passed a resolution to approve the withdrawal of the filing and a change in the method by which the consideration for the tender offers for shares of TPROP and GRAND would be settled, from payment in the form of additional ordinary shares to payment in cash from operation and loans for the tender offers for shares of TPROP at a price of Baht 0.57 per share and payment in cash from additional ordinary shares and loans from financial institutions for the tender offers for shares of GRAND at a price of Baht 1.35 per share (or Baht 1.29 per share after GRAND pays a stock dividend).

233

13. Investment in associate On 21 August 2014, the Company and an unrelated company entered into an agreement granting rights to purchase

and to sell shares. This gave that unrelated company a call option for 359,999,640 shares of Krungthep Land Public Company

Limited (“Krungthep Land”), representing the 20.22% of the issued shares of Krungthep Land that were held by the Company.

In addition, it gave the Company a put option to sell the shares to that company. The call option could be exercised from

15 November 2014 to 31 December 2014 while the Company can exercise its put option from 1 January 2015 to 31 December

2015. The agreed price was Baht 2 per share, or a total of approximately Baht 720 million. Subsequently, on 12 December

2014, the Company sold the Krungthep Land shares to that company and recorded a gain of Baht 77.3 million (Separate

financial statements: Baht 360.0 million), which is separately presented as “Gain on sale of investment in associate” in profit

or loss for the year 2014.

The Company had share of income from investment in associate for the year 2014 (from 1 January 2014 to 12 December

2014) amounting to Baht 60.0 million (2013: Baht 59.8 million).

14. Other long-term investments(Unit: Thousand Baht)


2014 2013

Available-for-sale securities

Domestic marketable equity securities 109,670 109,767

Less: Allowance for revaluation (7,448) (3,120)

102,222 106,647

Other investment

Domestic non-marketable equity security 4,275 4,275

Other long-term investments, net 106,497 110,922

15. Land held for development(Unit: Thousand Baht)



2014 2013 2014 2013

Land held for development 4,525,184 6,156,027 3,512,596 5,147,753

Less: Allowance for impairment (72,133) (93,788) (67,803) (89,563)

Land held for development, net 4,453,051 6,062,239 3,444,793 5,058,190

Mortgaged as collateral for credit

facilities, guarantees and debentures 2,179,154 3,448,314 1,377,359 2,827,089

234

On 8 May 2014, the Company and its subsidiary entered into an agreement to purchase and to sell land with a net book value

of Baht 1,087.4 million with an unrelated company, at a price of Baht 1,700.0 million. This sale was in accordance with a

resolution of the meeting of the Company’s Board of Directors held on 22 April 2014. Subsequently, on 29 September 2014,

the Company and its subsidiary registered the transfer of ownership of the land and received Baht 700.0 million and promissory

notes amounting to Baht 1,000.0 million for which the Company received 2 promissory notes of Baht 500.0 million each, both

avaled by a bank and maturing in December 2015. The promissory notes have been used to secure letters of guarantee

issued by a bank as security for debentures of the Company.

During the year 2014, the Company recorded allowance for impairment of land held for development based on appraisal

reports prepared by independent valuers by Baht 0.9 million (2013: Nil), and recorded reversal of allowance for impairment

of land held for development based on appraisal reports prepared by independent valuers by Baht 22.5 million (2013: Nil).

The Company presented the net amount of these transactions under “Other income” in the profit or loss.

16. Advances for purchases of land(Unit: Thousand Baht)



2014 2013 2014 2013

Advances paid to landowners under

agreements to purchase and to sell land (1) 335,302 351,852 260,722 253,095

Advances paid to agents in acquiring land(2) 109,335 308,275 109,335 233,821

Total 444,637 660,127 370,057 486,916(1) Values of agreements to purchase and to sell land 2,851,014 1,272,805 2,415,259 871,351

(2) As at 31 December 2014, advances paid to agent who is employee of the Company amounting to Baht 4.3 million (2013:

employees of the Company amounting to Baht 20.7 million, management of the subsidiaries amounting to Baht 105.0

million and the existing shareholder of a subsidiary amounting to Baht 74.5 million)

17. Investment propertiesThe investment properties of its subsidiaries are shopping malls and commercial area for rent. The net book value of

investment properties as at 31 December 2014 and 2013 is presented below.



Project developed Project under development Total

31 December 2014

Cost 212,658 1,327,985 1,540,643

Less Accumulated depreciation (249) - (249)

Net book value 212,409 1,327,985 1,540,394

31 December 2013

Cost - 967,145 967,145

Book value - 967,145 967,145

235

A reconciliation of the net book value of investment properties for the years 2014 and 2013 is presented below.



2014 2013

Net book value at beginning of year 967,145 -

Acquisition of assets 407,257 -

Amortisation of leasehold rights to investment properties 27,609 -

Transfers - 967,145

Capitalised interest(1) 77,144 -

Increase from accrued land rental expenses 61,488 -

Depreciation charged (249) -

Net book value at end of year 1,540,394 967,145

(1) Interest is charged at the rates 4.77% - 10.48% per annum

The fair value of the above investment properties for project development, including leasehold rights, amounted to Baht

659.7 million (the net book value of the investment properties was Baht 461.3 million and that of leasehold rights was

Baht 111.4 million, for a total of Baht 572.7 million).

The fair value above has been determined based on valuation performed by an accredited independent valuer. The fair

value of the land of the project has been determined based on market prices, while that of the shopping mall and

commercial areas for rent have been determined using the income approach. Key assumptions used in the valuation

include yield rate, inflation rate, long-term vacancy rate and long-term growth in real rental rates. The shopping mall

and commercial areas for rent are under development, and the subsidiary expects to be able to reliably measure the

fair value of these properties when construction is complete.

The subsidiary has pledged investment properties amounting to approximately Baht 459.0 million (2013: Baht 459.0

million) as collateral against credit facilities received from a financial institution.

236

18. P

rope

rty,

pla

nt a

nd e

quip

men

t(U

nit:

Thou

sand

Bah

t)

Cons

olid

ated

fina

ncia

l sta

tem

ents

Land

Offic

e bu

ildin

gs

and

club

hous

esHo

tel

build

ings

Hote

l bui

ldin

gim

prov

emen

ts

Offic

e an

d ho

tel

furn

iture

and

fixtu

res

Tool

s an

d M

otor

Vehi

cles

Cons

truct

ion

in p

rogr

ess

Othe

rsTo

tal

Cost

1 Ja

nuar

y 20

1314

8,54

429

2,92

939

1,42

216

2,90

354

9,66

110

5,43

171

,286

30,555

36,107

1,78

8,83

8

Additio

ns-

8911

,759

1,81

152

,453

38,296

1,68

423

,221

1,71

413

1,02

7

Disp

osals/wr

itten

-off

--

--

(27,46

0)(3

5)(6

,684

)-

(909

)(3

5,08

8)

Tran

sfer

in (o

ut)

-1,08

459

0(5

90)

656

29,328

-(3

1,06

8)-

-

Tran

slatio

n ad

justmen

t(6

,180

)-

(45,80

8)(1

9,06

5)(3

4,63

6)-

(2,958

)-

(356

)(1

09,003

)

31 D

ecem

ber 2

013

142,36

429

4,10

235

7,96

314

5,05

954

0,67

417

3,02

063

,328

22,708

36,556

1,77

5,77

4

Additio

ns-

-1,63

317

,774

51,549

1,16

42,19

230

,092

17,957

122,36

1

Disp

osals/wr

itten

-off

--

-(3

22)

(9,215

)(6

,720

)(6

,499

)-

-(2

2,75

6)

Tran

sfer

in (o

ut)

--

--

907

--

(907

)-

-

Tran

slatio

n ad

justmen

t (5

,838

)-

(44,82

5)(1

8,12

9)(3

4,39

7)-

(2,579

)(2

,778

)(4

11)

(108

,957

)

31 D

ecem

ber 2

014

136

,526

294,10

231

4,77

114

4,38

254

9,51

816

7,46

456

,442

49,115

54,102

1,76

6,42

2

Accu

mulated

dep

reciation

1 Ja

nuar

y 20

13-

173,80

74,15

34,09

835

8,36

617

,134

60,368

-30

,202

648,12

8

Depr

eciatio

n for t

he yea

r-

26,941

14,949

14,725

44,376

22,898

3,20

8-

2,17

512

9,27

2

Depr

eciatio

n on

disp

osals

--

--

(26,11

0)(6

)(6

,647

)-

(894

)(3

3,65

7)

Tran

sfer to p

rojec

t dev

elopm

ent c

osts

--

--

-1,46

7-

--

1,46

7

Tran

slatio

n ad

justmen

t-

-(5

75)

(605

)(2

3,58

6)-

(2,226

)-

(38)

(27,03

0)

237

(Unit:

Thou

sand

Bah

t)

Cons

olid

ated

fina

ncia

l sta

tem

ents

Land

Offic

e bu

ildin

gs

and

club

hous

esHo

tel

build

ings

Hote

l bui

ldin

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prov

emen

ts

Offic

e an

d ho

tel

furn

iture

and

fixtu

res

Tool

s an

d M

otor

Vehi

cles

Cons

truct

ion

in p

rogr

ess

Othe

rsTo

tal

31 D

ecem

ber 2

013

-20

0,74

818

,527

18,218

353,04

641

,493

54,703

-31

,445

718,18

0

Depr

eciatio

n for t

he yea

r-

19,124

14,773

14,797

46,704

24,681

3,07

2-

2,61

912

5,77

0

Depr

eciatio

n on

disp

osals

--

--

(8,671

)(3

,482

)(6

,460

)-

-(1

8,61

3)

Tran

sfer

to

projec

t de

velopm

ent

costs

--

--

62,88

8-

--

2,89

4

Tran

slatio

n ad

justmen

t-

-(3

,960

)(3

,905

)(2

3,50

1)-

(2,450

)-

(292

)(3

4,10

8)

31 D

ecem

ber 2

014

-21

9,87

229

,340

29,110

367,58

465

,580

48,865

-33

,772

794,12

3

Allowa

nce

for impa

irmen

t

1 Ja

nuar

y 20

135,39

63,70

4-

--

--

--

9,10

0

31 D

ecem

ber 2

013

5,39

63,70

4-

--

--

--

9,10

0

31 D

ecem

ber 2

014

5,39

63,70

4-

--

--

--

9,10

0

Net b

ook va

lue

31 D

ecem

ber 2

013

136,96

889

,650

339,43

612

6,84

118

7,62

813

1,52

78,62

522

,708

5,11

11,04

8,49

4

31 D

ecem

ber 2

014

131,13

070

,526

285,43

111

5,27

218

1,93

410

1,88

47,57

749

,115

20,330

963,19

9

Depr

eciatio

n for t

he yea

rs

2013

(Bah

t 43.4

milli

on in

clud

ed in

cos

t of h

otel o

pera

tions

and

the

balanc

e includ

ed in

adm

inist

rativ

e ex

pens

es)

129,27

2

2014

(Bah

t 45.9

milli

on in

clud

ed in

cos

t of h

otel o

pera

tions

and

the

balanc

e includ

ed in

adm

inist

rativ

e ex

pens

es)

125,77

0

238

(Unit:

Thou

sand

Bah

t)

Sepa

rate

fina

ncia

l sta

tem

ents

Land

Offic

e bu

ildin

gs

and

club

hous

esFu

rnitu

re

and

fixtu

res

Mot

orve

hicl

esCo

nstru

ctio

nin

pro

gres

sOt

hers

Tota

l

Cost

1 Ja

nuar

y 20

1395

,738

250,13

119

2,02

936

,215

1,08

420

,198

595,39

5

Additio

ns-

-16

,835

1,54

51,04

673

320

,159

Disp

osals

--

(26,97

6)(6

,647

)-

(894

)(3

4,51

7)

Tran

sfer

in (o

ut)

-1,08

465

6-

(1,740

)-

-

31 D

ecem

ber 2

013

95,738

251,21

518

2,54

431

,113

390

20,037

581,03

7

Additio

ns-

-9,31

860

251

7-

10,437

Disp

osals

--

(99)

(4,425

)-

-(4

,524

)

Tran

sfer

in (o

ut)

--

907

-(9

07)

--

31 D

ecem

ber 2

014

95,738

251,21

519

2,67

027

,290

-20

,037

586,95

0

Accu

mulated

dep

reciation

1 Ja

nuar

y 20

13-

152,00

413

3,36

432

,665

-19

,867

337,90

0

Depr

eciatio

n for t

he yea

r-

23,079

21,394

1,03

8-

191

45,702

Depr

eciatio

n on

disp

osals

--

(26,04

7)(6

,647

)-

(895

)(3

3,58

9)

31 D

ecem

ber 2

013

-17

5,08

312

8,71

127

,056

-19

,163

350,01

3

Depr

eciatio

n for t

he yea

r-

15,173

19,856

1,24

5-

262

36,536

Depr

eciatio

n on

disp

osals

--

(75)

(4,424

)-

-(4

,499

)

31 D

ecem

ber 2

014

-19

0,25

614

8,49

223

,877

-19

,425

382,05

0

239

(Unit:

Thou

sand

Bah

t)

Sepa

rate

fina

ncia

l sta

tem

ents

Land

Offic

e bu

ildin

gs

and

club

hous

esFu

rnitu

re

and

fixtu

res

Mot

orve

hicl

esCo

nstru

ctio

nin

pro

gres

sOt

hers

Tota

l

Allowa

nce

for impa

irmen

t

1 Ja

nuar

y 20

135,39

63,70

4-

--

-9,10

0

31 D

ecem

ber 2

013

5,39

63,70

4-

--

-9,10

0

31 D

ecem

ber 2

014

5,39

63,70

4-

--

-9,10

0

Net b

ook va

lue

31 D

ecem

ber 2

013

90,342

72,428

53,833

4,05

739

087

422

1,92

4

31 D

ecem

ber 2

014

90,342

57,255

44,178

3,41

3-

612

195,80

0

Depr

eciatio

n for t

he yea

rs a

s includ

ed in

adm

inist

rativ

e ex

pens

es

2013

45,702

2014

36,536

As at 3

1 De

cembe

r 201

4, certain plant and

equ

ipmen

t items ha

d be

en fu

lly dep

recia

ted bu

t were still

in use

. The

gro

ss carrying am

ount (b

efor

e de

ducting ac

cumulated

dep

recia

tion an

d allowa

nce

for impa

irmen

t los

s) of tho

se ass

ets am

ounted

to app

roxim

ately Ba

ht 419

.2 m

illion

(201

3: B

aht 2

09.5 m

illion

) (Se

parate fina

ncial s

tatemen

ts: B

aht 2

11.3 m

illion

(201

3: B

aht 1

81.1 m

illion

)).

On 27

March

201

4, a sub

sidiary in

Jap

an entered

into an ag

reem

ent for

the pu

rcha

se and

sale of a 61 tim

esha

re con

dominium units of a

hotel, inc

luding

land

in pro

portion

to th

e nu

mbe

r of r

ooms

owne

d an

d va

rious

related

asse

ts, a

t a p

rice

of JPY

1,829

million

. The

agree

men

t states that th

e su

bsidiary is

requ

ired

to re

nova

te th

e ro

oms an

d related

asse

ts, in

acco

rdan

ce w

ith th

e de

tails

in th

e

agreem

ent,

before th

e clo

sing da

te, w

hich

is to

be wi

thin 1

Aug

ust 2

015. C

urrently,

the su

bsidiary has

now

revis

ed th

e reno

vatio

n plan

s, re

sultin

g in can

cella

tion of th

e ag

reem

ent f

or th

e pu

rcha

se and

sale of c

ondo

minium units of a

hotel, a

nd paid a ca

ncellatio

n fee of JPY

91.5 million

(equ

ivalent to

Bah

t 28.1 million

), wh

ich is

prese

nted

und

er adm

inist

rativ

e ex

pens

es in

pro

fit or los

s for t

he yea

r 201

4.

240

19. Leasehold rights(Unit: Thousand Baht)



Cost

1 January 2013 699,208 92,000

Additions 594,635 -

Increase from acquisition of subsidiary 275,481 -

31 December 2013 1,569,324 92,000

Additions 6,194 -

Transfer from advances for purchases of land 62,730 -

31 December 2014 1,638,248 92,000

Accumulated amortisation

1 January 2013 63,730 48,760

Amortisation for the year 26,349 3,211

31 December 2013 90,079 51,971

Amortisation for the year 45,217 3,211

31 December 2014 135,296 55,182

Allowance for impairment

31 December 2013 189,844 -

31 December 2014 189,844 -

Net book value

31 December 2013 1,289,401 40,029

31 December 2014 1,313,108 36,818

Amortisation for the years

2013 (Consolidated financial statements: Baht 19.4 million included

in investment properties and the balance included in

administrative expenses and separate financial statements:

included in administrative expenses) 26,349 3,211

2014 (Consolidated financial statements: Baht 27.6 million included

in investment properties and the balance included in

administrative expenses and separate financial statements:

included in administrative expenses) 45,217 3,211

241

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(Mill

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23 July 19

97Individ

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3 to 31 May

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17.

242

20.Trade and other payables (Unit: Thousand Baht)



2014 2013 2014 2013

Trade accounts payable - related companies 4,474 2,879 1,006 25,337

Trade accounts payable 1,518,060 1,869,183 898,051 767,361

Amounts due to related companies - - - 2,770

Creditors per rehabilitation plan 10,479 9,996 - -

Retention payable 96,636 99,059 36,386 35,961

Accrued interest expenses - related companies - - 5,366 349

Accrued interest expenses 63,073 139,235 59,089 136,286

Accrued expenses 639,829 540,285 246,079 168,752

Other payables 78,918 3,960 7,200 -

Total trade and other payables 2,411,469 2,664,597 1,253,177 1,136,816

21. Notes payable - leasehold rights (Unit: Thousand Baht)


2014 2013

Notes payable - leasehold rights 20,000 285,368

Less: Current portion (10,000) (265,368)

Notes payable - leasehold rights, net of current portion 10,000 20,000

The promissory notes are avaled by a financial institution, and an aval is secured by fixed deposits.

22. Notes payable

The details of the notes payable are as follows:


2014 2013 Maturity date

(Million Baht)

Property Perfect Plc. 380.5 187.8 May 2015

Estate Perfect Co., Ltd. 55.9 - March 2015

Bright Development Bangkok Co., Ltd. 81.1 117.8 May 2015

Residence Number Nine Co., Ltd. 87.3 87.3 June 2015

Chiangmai Development Co., Ltd. 119.6 119.6 May 2015

Total 724.4 512.5

243



(Million Baht)

Property Perfect Plc. 380.5 187.8 May 2015

Total 380.5 187.8

The promissory notes are subject to interest at rates of 6.50% - 7.38% per annum and interest at a rate tied to the

minimum overdraft rate (MOR) and secured by the mortgage of parts of the project land of the Company and its

subsidiaries. In addition, the Company has provided guarantees for its subsidiaries’ promissory notes.

23. Bills of exchange payable

The details of the bills of exchange payable are as follows:



(Million Baht)

Property Perfect Plc. 636.2 - June 2015

Total 636.2 -

The bills of exchange payable are subject to interest at rates of 4.70% - 4.80% per annum and not collateralised.

24. Debentures(Unit: Thousand Baht)


2014 2013

Secured debentures No. 1/2012#1 - 499,226

Secured debentures No. 1/2012#2 1,999,243 1,992,050

Secured debentures No. 2/2012 2,979,472 2,956,796

Short-term unsecured debentures No. 2/2013#1 - 800,000

Short-term unsecured debentures No. 2/2013#2 - 1,000,000

Short-term unsecured debentures No. 3/2013#1 - 2,000,000

Short-term unsecured debentures No. 1/2014 2,000,000 -

Unsecured debentures No. 1/2013 2,000,000 2,000,000

Unsecured debentures No. 1/2014 2,200,000 -

Unsecured debentures No. 2/2014 2,400,000 -

Total debentures - net of issuing costs 13,578,715 11,248,072

Less: Current portion (8,978,715) (4,299,226)

Debentures - net of current portion 4,600,000 6,948,846

244

The

debe

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re d

etailed

below.

Debe

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(Tho

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ate

Coup

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te

(% p

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m)

Rem

ark

Secu

red

debe

ntur

es N

o. 1

/201

2#1

500,00

01,00

050

0,00

015

Mar

ch 2

012

2 ye

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Repa

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t in

2014

5.35

Secu

red

debe

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o. 1

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2#2

2,00

0,00

01,00

02,00

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015

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15 M

arch

201

55.35

, 6.25

a)

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debe

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23,00

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embe

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427

0 da

ys14

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tembe

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54.95

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bentur

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/201

32,00

0,00

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e 20

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year

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5.90

a)

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the

agre

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245

25. Long-term loans(Unit: Thousand Baht)



2014 2013 2014 2013

Long-term loans 4,293,614 6,611,879 2,533,258 3,742,484

Less: Current portion (747,145) (747,169) (381,764) (331,229)

Long-term loans - net of current portion 3,546,469 5,864,710 2,151,494 3,411,255

The outstanding long-term loans are detailed as follows:

The CompanyLong-term loans consist of loans granted by three financial institutions. The details are as follows:

Balance End of contract date

2014 2013

(Million Baht)

1) A facility of Baht 650.0 million - 29.2 Repayment in 2014

2) A facility of Baht 679.0 million 279.1 126.0 May 2016

3) A facility of Baht 198.0 million 176.0 176.0 June 2016


5) A facility of Baht 933.0 million 146.0 278.0 October 2016


7) A facility of Baht 450.0 million 94.7 210.7 February 2015

8) A facility of Baht 900.0 million 30.3 275.0 April 2016

9) A facility of Baht 900.0 million 268.4 319.3 January 2018

10) A facility of Baht 1,701.4 million 217.0 217.0 January 2018


12) A facility of Baht 1,250.0 million 427.2 601.7 February 2017

13) A facility of Baht 1,861.0 million 282.9 282.9 March 2018

14) A facility of Baht 380.0 million 63.8 131.3 May 2016


16) A facility of Baht 483.7 million 158.7 - June 2019

Total 2,533.3 3,742.5

Less: Current portion (381.8) (331.2)

Long-term loans - net of current portion 2,151.5 3,411.3

The loans are subject to interest at a rate tied to the minimum loan rate (MLR) and are to be repaid at rates of not less than

60% - 80% of the selling price each time that a plot of land or condominium unit is redeemed from mortgage. They are

secured by the mortgage of parts of the Company’s project land and construction.246

The subsidiariesLong-term loans consist of loans granted by five financial institutions. The details are as follows:

Balance End of contract date

2014 2013

(Million Baht)



3) A facility of Baht 343.0 million 110.0 110.0 November 2015

4) A facility of Baht 650.0 million 236.4 220.0 September 2017

5) A facility of Baht 652.0 million 248.8 222.3 April 2017


7) A facility of Baht 333.0 million 117.8 - January 2019


9) A facility of Baht 1,632.0 million 259.1 259.1 May 2017







16) A facility of Baht 772.0 million 160.0 160.0 August 2015


18) A facility of Baht 305.0 million 39.7 29.6 January 2016

19) A facility of Baht 198.6 million 169.6 184.7 December 2022





24) A facility of Baht 35.0 million 35.0 35.0 December 2018

Total 1,760.3 2,869.4

Less: Current portion (365.3) (416.0)

Long-term loans - net of current portion 1,395.0 2,453.4

The loans are subject to interest at a rate tied to the minimum loan rate (MLR) and are to be repaid at rates of not less

than 50% - 70% of the selling price each time that a plot of land or condominium unit is redeemed from mortgage or

in monthly installments as stipulated in the agreements. They are secured by the guarantee provided by the Company

as discussed in Note 37.4 a) to the financial statements, and the mortgage of parts of the subsidiaries’ project land

and construction.

247

The loan agreements contain several covenants which, among other things, require the Company and its subsidiaries to

maintain debt-to-equity ratio at the rate prescribed in the agreements.

As at 31 December 2014, the long-term credit facilities of the Company and its subsidiaries which have not been drawn

down amounted to Baht 9,856.1 million (2013: Baht 11,528.0 million).

26. Provision for long-term employee benefits Provision for long-term employee benefits, which represents compensation payable to employees after they retire from the

company, was as follows:




2014 2013 2014 2013

Defined benefit obligation at beginning of year 140,732 128,120 98,154 87,342

Current service cost 11,095 11,253 7,929 7,796

Interest cost 4,913 4,042 3,185 3,016

Benefits paid during the year (2,943) (989) - -

Increase due to effect from transfers 895 - 5,995 -

Translation adjustments (1,509) (1,694) - -

Actuarial loss 31,397 - 30,582 -

Defined benefit obligation at end of year 184,580 140,732 145,845 98,154

Unrecognised actuarial loss (48,415) (17,611) (45,101) (15,066)

Unrecognised transitional provisions (14,722) (29,443) (11,288) (22,575)

Provisions for long-term employee benefits at end of year 121,443 93,678 89,456 60,513

Long-term employee benefit expenses included in the profit or loss under selling and administrative expenses were as

follows:




2014 2013 2014 2013

Current service cost 11,095 11,253 7,929 7,796

Interest cost 4,913 4,042 3,185 3,016

Increase due to effect from transfers 895 - 5,995 -

Actuarial loss recognised during the year 592 784 547 706

Transitional liability recognised during the year 14,721 14,648 11,287 11,288

Total expense recognised in profit or loss 32,216 30,727 28,943 22,806

248

Principal actuarial assumptions at the valuation date were as follows:



(% per annum) (% per annum)

Discount rate 2.0, 3.0, 3.5 3.0, 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 and experience adjustments on the obligation for the current and previous four

periods were as follows:


Defined benefit obligation Experience adjustments on the obligation





Year 2014 184,580 145,845 21,543 22,393

Year 2013 140,732 98,154 - -

Year 2012 128,120 87,342 - -

Year 2011 102,404 80,514 4,638 4,051

Year 2010 73,484 56,439 - -

27. Provisions (Unit: Thousand Baht)


2014 2013

Balance as at beginning of year 42,166 -

Provision for loss arising from rental guarantee - 45,306

Payment for rental guarantee (26,733) (3,140)

Revision of provision 24,031 -

Balance as at end of year 39,464 42,166

Current 21,110 18,457

Non-current 18,354 23,709

249

Rental guarantee for the Fund On 30 October 2013, a subsidiary sold its dormitories to Uniloft Property Fund (“the Fund”), for a total consideration

of Baht 514 million. In accordance with a resolution of a meeting of Board of Directors of the Company on 8 August 2013, the Company invested Baht 100.5 million in the Fund, giving it a 19.52% interest. The Company also entered into an operating lease agreement with the Fund in order to rent the properties for 3 years with rental rate set at Baht 43.5 million per annum, and the Fund having the right to extend the lease for a further year, with the same rental rate and conditions as for the first 3 years. The Company and its subsidiaries have no agreements or contracts, and commitments or options to buy back these properties in the future. Therefore, the sale and the cost of the sale of the properties were recognised in the consolidated profit or loss for the year 2013. However, the management’s assessment was that, in substance, the operating lease agreement was a guarantee of rental for the Fund over the period of 4 years, and was thus an onerous contract. Therefore, the management estimated the cost of the expenses expected to be incurred as a result of providing this rental guarantee, based on the present value of the difference between the projected dormitory rental income from individuals and the rental expense the Company has contracted to pay to the Fund over the period of 4 years, calculated on the basis of assumptions that were appropriate to the operating results and circumstances of the dormitories at that time. The Company thus recognised provision for the loss from the rental guarantee of Baht 45.3 million and recorded it as a separate item under the heading of “Loss arising from rental guarantee” in the profit or loss for the year 2013.

As at 31 December 2014, the Company revisited the provision for loss arising from rental guarantees, based on certain changes in the assumptions such as rental rate, occupancy rate and discount rate. The Company’s management believes that the underlying assumptions are appropriate in the current circumstances. The Company therefore recorded additional provision of Baht 24.0 million and presented it as a separate item under the heading of “Loss arising from rental guarantee” in profit or loss for the year 2014.

As at 31 December 2014, future minimum sublease payments expected to be received under non-cancellable subleases of the dormitories totaled approximately Baht 5.9 million (2013: Baht 8.7 million). During the year 2014, the Company recognised subleasing revenue of Baht 16.8 million (2013: Baht 4.1 million).

28. Share capital/Share discount On 29 July 2014, the Extraordinary General Meeting of the Company’s shareholders passed the following significant resolutions:a) To approve the reduction of the registered capital of the Company, from the existing amount of Baht 5,961,161,256

(5,961,161,256 ordinary shares with a par value of Baht 1 each) to Baht 5,960,980,722 (5,960,980,722 ordinary shares with a par value of Baht 1 each) by canceling the 180,534 registered ordinary shares which were reserved to accommodate the exercise of expired warrants (PF-W2), with a par value of Baht 1 each, totaling Baht 180,534.

b) To approve the increase of the registered capital of the Company from Baht 5,960,980,722 (5,960,980,722 ordinary shares with a par value of Baht 1 each) to Baht 10,737,610,610 (10,737,610,610 ordinary shares with a par value of Baht 1 each) by issuing 4,776,629,888 new ordinary shares, with a par value of Baht 1 each, in order to comply with the conditions of the tender offers for all shares of TPROP and GRAND and also because the said tender offer may result in the Company having to adjust the exercise rights of the holders of warrants (PF-W3), as discussed in Note 12 to the financial statements.

250

The Company registered the decrease and increase in its registered share capital with the Ministry of Commerce on 31 July 2014.

As at 31 December 2014, the Company’s issued and paid up share capital was increased to Baht 5,782,951,655 (5,782,951,655 ordinary shares with a par value of Baht 1 each), as a result of Baht 21,000 of ordinary shares with a par value of Baht 1 each issued for the exercise of warrants (PF-W3) as discussed in Note 29 to the financial statements.

The Company registered the increase in its capital with the Ministry of Commerce on 9 October 2014.

29. WarrantsThe 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, without specifying the offer price. Details are as follows:

Issue date 18 July 2012

No. of warrants granted (Units) 393,865,295

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

The balances of warrants (PF-W3) are detailed as follows:

2014 2013

Balance as at beginning of year 178,050,002 319,932,694

Exercise during the year (21,000) (141,882,692)

Balance as at end of year 178,029,002 178,050,002

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.

251

31. Expenses by nature Significant expenses classified by nature are as follows:




2014 2013 2014 2013

Salaries, wages and other employee benefits 1,138,576 1,184,510 490,804 468,459

Depreciation and amortization 143,627 151,314 39,747 49,015

Rental and service expenses from operating lease and

service agreements 426,449 425,805 247,475 208,534

Specific business tax and transfer fees 467,936 391,819 250,996 195,867

Marketing expenses 648,245 677,089 381,745 409,259

Project management expenses 276,906 293,563 197,172 214,260

Loss arising from rental guarantee 24,031 45,306 24,031 45,306

Loss on exchange - 13,487 - -

Cancellation fee of the agreement for the purchase

and sale of condominium units of a hotel 28,129 - - -

Real estate development during the year 6,358,052 8,627,254 3,897,157 3,809,880

Changes in real estate projects 1,011,364 (2,318,678) (178,348) (792,292)

Finance cost 1,075,605 1,144,918 968,681 898,206

32. Income tax Income tax for the years ended 31 December 2014 and 2013 are made up as follows:




2014 2013 2014 2013

Current income tax:

Current income tax charge 201,100 72,857 95,014 1,550

Adjustment in respect of income tax of previous year 316 (1,731) 316 (1,731)

Deferred tax:

Relating to origination and reversal of temporary differences 52,784 (13,568) 16,824 (31,811)

Income tax expenses (benefits) reported

in the statement of comprehensive income 254,200 57,558 112,154 (31,992)

252

The amounts of income tax relating to each component of other comprehensive income for the years ended 31 December

2014 and 2013 are as follows:




2014 2013 2014 2013

Deferred tax relating to loss on change in

value of available-for-sale investments 866 70 866 70

866 70 866 70

Reconciliation between income tax expenses (benefits) and the product of accounting profit (loss) multiplied by the applicable

tax rates for the years ended 31 December 2014 and 2013.




2014 2013 2014 2013

Accounting profit (loss) before tax 656,461 98,979 479,114 (185,336)

Income tax at Thai corporate income tax rate of 20% 131,292 19,796 95,823 (37,067)

Adjustment in respect of current income tax of previous year 316 (1,731) 316 (1,731)

Tax effect of temporary differences 20,626 (5,555) 3,507 -

Tax effect of non-deductible expenses 83,009 14,989 13,828 6,975

Tax effect of non-taxable income (13,436) (12,171) (1,320) (169)

Tax effect of loss for the year at corporate income tax rate of subsidiaries 61,855 59,253 - -

Difference of tax rates in group companies (29,462) (20,032) - -

Others - 3,009 - -

Income tax expenses (benefits) reported in

the statement of comprehensive income 254,200 57,558 112,154 (31,992)

The tax rate enacted at the end of the reporting period of the Company and its subsidiaries is between 0% and 43.48% (2013:

0% and 43.48%).

253

The components of deferred tax assets and deferred tax liabilities are as follows:


Statement of financial position


Separate financial statement

2014 2013 2014 2013

Deferred tax assets

Reduce cost of project development costs to

net realisable value and allowance for asset impairment 31,210 42,969 24,968 34,154

Provision for long-term employee benefits 25,916 20,777 17,891 12,103

Provision for loss arising from rental guarantee 7,893 8,433 7,893 8,433

Provision for juridical fund 21,360 18,257 15,899 13,768

Deposits and cash received in advance and installments

due per agreements 31,561 106,182 - 24,004

Unused tax loss 132,686 119,126 - -

Difference of tax and accounting of borrowing costs 57,395 65,668 57,395 65,668

Difference of tax and accounting of cost of clubhouses 46,994 42,061 40,625 36,961

Deferred income 16,800 - 14,209 -

Deferred tax relating to related parties’ transactions 21,164 16,810 - -

Others 1,533 1,280 1,533 1,280

Total 394,512 441,563 180,413 196,371

Deferred tax liabilities

Revaluation surplus of assets at business combination date (88,536) (107,751) - -

Difference of tax and accounting of hotel buildings

and hotel building improvements

(21,635) - - -

Others (1,930) (1,679) - -

Total (112,101) (109,430) - -

Deferred tax assets - net 282,411 332,133 180,413 196,371

Presented as

Deferred tax assets - net 299,881 332,133 180,413 196,371

Deferred tax liabilities - net (17,470) - - -

Net 282,411 332,133 180,413 196,371

As at 31 December 2014, the Company and its subsidiaries in Thailand had deductible temporary differences and

unused tax losses totaling Baht 105.5 million (2013: Baht 85.3 million) (Separate financial statements: Baht 49.2 million

(2013: Baht 24.7 million)) and its subsidiaries in Japan, where the tax bases differ from the tax bases in Thailand, had

unused tax losses totaling JPY 3,713.8 million (2013: JPY 2,910.0 million). Deferred tax assets were not recognised

as the Company and its subsidiaries believe future taxable profits may not be sufficient to allow utilisation of the

temporary differences and unused tax losses.

254

33. Earnings per share Basic earnings per share is calculated by dividing profit (loss) 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.

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.

The following table sets forth the computation of basic and diluted earnings per share:


Profit Weighted averagenumber of ordinary shares

Earningspershare

2014 2013 2014 2013 2014 2013Thousand

BahtThousand

BahtThousand

sharesThousand

shares Baht Baht


Profit attributable to equity holders of the Company 398,797 82,929 5,782,936 5,724,148 0.06896 0.01449

Effect of dilutive potential ordinary shares

Warrants PF-W3 - - 39,388 85,986


Profit of ordinary shareholders

assuming the conversion of dilutive

potential ordinary shares 398,797 82,929 5,822,324 5,810,134 0.06849 0.01427


Profit (loss) Weighted averagenumber of ordinary shares

Earningspershare

2014 2013 2014 2013 2014 2013Thousand

BahtThousand

BahtThousand

sharesThousand

shares Baht Baht


Profit (loss) attributable to equity holders

of the Company 366,961 (153,344) 5,782,936 5,724,148 0.06346 (0.02679)

Effect of dilutive potential ordinary shares

Warrants PF-W3 - 39,388


Profit of ordinary shareholders

assuming the conversion of dilutive

potential ordinary shares 366,961 5,822,324 0.06303

255

Since the warrants (PF-W3) would decrease loss per share in the separate financial statements for the year ended 31

December 2013, the Company had not assumed conversion of the warrants in calculation of diluted earnings per share

in the separate financial statements for the year ended 31 December 2013.

34. Financial information by segmentOperating segment information is reported in a manner consistent with the internal reports that are regularly reviewed by

the chief operating decision maker in order to make decisions about the allocation of resources to the segment and assess its

performance. The chief operating decision maker has been identified as Chief Executive Officer.

For management purposes, the Company and its subsidiaries are organised into business units based on their products

and services and have four reportable segments as follows:

of the Group

The basis of accounting for any transactions between reportable segments is consistent with that for third party transactions.

The following tables present revenue, profit and loss and total assets information regarding the Company and its subsidiaries’

operating segments for the years ended 31 December 2014 and 2013, respectively.


Year ended 31 December 2014

Property development Construction Service Hotel

Total reportable segments

Adjustments and

eliminations Consolidated

Revenue from external

customers 11,584,341 - 500 844,710 12,429,551 - 12,429,551

Inter-segment revenues - 167,360 7,614 - 174,974 (174,974) -

Total revenues 11,584,341 167,360 8,114 844,710 12,604,525 (174,974) 12,429,551

Segment profit (loss) 3,751,850 (31,813) (254) 194,116 3,934,271 (19,142) 3,894,757


Year ended 31 December 2013

Property development Construction Service Hotel

Total reportable segments

Adjustments and

eliminations Consolidated

Revenue from external

customers 9,999,475 - - 1,018,433 11,017,908 - 11,017,908

Inter-segment revenues - 705,037 20,185 - 725,222 (725,222) -

Total revenues 9,999,475 705,037 20,185 1,018,433 11,743,130 (725,222) 11,017,908

Segment profit (loss) 3,269,181 (84,091) (680) 382,220 3,584,774 67,934 3,634,564

256

Geographic informationRevenues from external customers are based on locations of the customers.


2014 2013

Revenues from external customers

Thailand 11,584,841 9,999,475

Japan 844,710 1,018,433

Total 12,429,551 11,017,908

Non-current assets (other than financial instruments and deferred tax assets)

Thailand 7,795,541 8,920,745

Japan 619,337 643,105

Total 8,414,878 9,563,850

35. Provident fundThe 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 year 2014, the Company and its subsidiaries contributed Baht 31.3

million (2013: Baht 28.8 million) (Separate financial statements: Baht 24.1 million (2013: Baht 22.7 million)) to the fund.

36. DividendsApproved by Total dividends Dividend per share

Final dividend for 2012 Annual General Meeting of

the shareholders on 25 April 2013 Baht 187.5 Million Baht 0.033

37. Commitments and contingent liabilitiesAs at 31 December 2014, the Company and its subsidiaries had commitments as follows:

37.1 Capital commitments

a) The Company and its subsidiaries had outstanding commitments of approximately Baht 3,126.3 million (2013: Baht 4,382.3 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 2,515.7 million (2013: Baht 925.6 million) in respect of purchases of land.

c) A subsidiary had outstanding capital commitments of approximately Baht 12.8 million (2013: Baht 12.8 million) in respect of land lease for real estate development.

d) The subsidiaries had outstanding capital commitment of approximately Baht 245.1 million and JPY 7.4 million (2013: Baht 583.9 million) in respect of construction, a design contract for shopping center, office project, hotel

and consulting contract.257

37.2 Operating lease and service commitments The Company and its subsidiaries have entered into several lease and service agreements in respect of the lease of

land, condominium, vehicles, advertising board, office space and various services. The terms of the agreements are

generally between 1 and 5 years. Operating lease and service agreements are non-cancellable.

Future minimum lease payments required under these non-cancellable operating lease and service contracts were as

follows.

2014 2013

Payable within:

Less than 1 year Baht 89.4 million and JPY 3.2 million Baht 101.7 million

2 to 5 years Baht 42.5 million and JPY 7.2 million Baht 65.0 million

During the year 2014, the Company and its subsidiaries recognised rental and service expenses of Baht 417.2 million

(2013: Baht 425.8 million) (Separate financial statements: Baht 247.5 million (2013: Baht 208.5 million)).

37.3 Service lease commitment

a) A subsidiary had a consultation agreement in respect of the real estate project with a company, effective from

October 2013 to December 2016. Under the conditions of the agreements, the subsidiary is to pay a monthly

service fee as stipulated in agreement. During the year 2014, the subsidiary recognised fee expenses of Baht 7.5

million (2013: Baht 1.9 million).

b) The Company and its subsidiary had financial consultation agreements with related individual and company dated

18 March 2013 and 2 January 2014. Under the conditions of the agreements, the Company and its subsidiary are

to pay a monthly service fee as stipulated in agreements. During the year 2014, the Company and its subsidiary

recognised fee expenses of Baht 3.6 million (2013: Baht 2.5 million) (Separate financial statements: Baht 2.4

million (2013: Baht 2.0 million)).

c) The Company had a financial consultation agreement with a company dated 1 April 2014 in respect of acquisitions

of the businesses of TPROP and GRAND. Under the conditions of the agreement, the Company is to pay a

success fee as stipulated in agreement when the Securities and Exchange Commission approves the issue and

offering of the additional ordinary shares as discussed in Note 12 to the financial statements.

37.4 Guarantees

a) The Company has guaranteed bank credit facilities of its subsidiaries amounting to Baht 9,430.8 million (2013:

Baht 12,133.8 million).

b) There were outstanding bank guarantees of approximately Baht 3,610.5 million (2013: Baht 4,120.8 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 610.5 million (2013: Baht

820.8 million) to guarantee the public utilities and Baht 3,000.0 million (2013: Baht 3,300.0 million) to guarantee

the debentures.

258

37.5 LitigationsOutstanding litigation as at 31 December 2014 is detailed below.

a) The Company was sued by 88 residents of a project with claims totaling Baht 111.0 million, for damages as a result of breach of contract, accusing the Company of fraud, and claiming depreciation of the land and houses. The Court of First Instance ordered the Company to pay the plaintiffs Baht 7.2 million (including interest at a rate of 7.5% per annum). The Company has appealed to the Court. The cases are currently being considered by the Court of Appeal. However, the management of the Company believes that the Company will not incur significant losses as a result of these cases. Therefore, the Company has not set aside provision for losses resulting from this litigation.

b) The Company was sued by a housing juristic person and buyers of a project with claims for damages totaling Baht 14.0 million, who charged the Company with selling common area land of this project. The case is currently being considered by the Court of First Instance. The management of the Company believes that the Company will not incur significant losses as a result of the case. Therefore, the Company has not set aside provision for losses resulting from the litigation since the plaintiffs do not understand the facts of the case, which are that the Company’s actions were legal.

c) The Company was sued by a buyer of a project with claims totaling Baht 6.2 million for damage suffered as a result of the Company consenting to a house extension carried out by another buyer (joint defendant). The Court of First Instance ordered the Company to pay the plaintiff Baht 0.2 million together with interest at a rate of 7.5% per annum. The Company is in the process of appealing the case. However, the management of the Company believes that the Company will not incur significant losses as a result of the case, and the Company has therefore not set aside provision for losses resulting from the litigation.

d) The Company was sued by a buyer of a project with claims for damages totaling Baht 5.9 million on the grounds that the buyer’s house in the project had been burgled of a substantial amount of assets. The Court of Appeal ordered the Company and joint defendant to pay the plaintiff Baht 3.2 million, together with interest at a rate of 7.5% per annum. The Company has appealed to the Supreme Court, which is currently considering the case. However, the management of the Company believes that the Company will not incur significant losses as a result of the case. Therefore, the Company has not set aside provision for losses since the assets are private assets of the plaintiff of which the Company is unable to prove certain amounts. The Company needs the Supreme Court to consider it.

e) 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 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 2006 until settlement is made, but with interest 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 examined 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 management of the subsidiary believes that the subsidiary will suffer no significant loss as a result of

this litigation.

259

38. Financial instruments38.1 Financial risk management The 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 and other payables

- Trade and other receivables - Notes payable - leasehold rights

- Notes receivable - land - Notes payable

- Advances to contractors - Bills of exchange payable

- Restricted deposits - Short-term loans from related parties

- Loans to related companies - Deposits and cash received in advance

- Retention per agreement - 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 and other receivables, notes

receivable - land and loans. The Company and its subsidiaries manage the risk by adopting appropriate credit control

policies and procedures and therefore do not expect to incur material financial losses. In addition, the Company and

its subsidiaries do not have high 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 and other receivables, notes 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, notes

receivable - land, loans, notes payable - leasehold rights, notes payable, bills of exchange payable, debentures and

loans. However, since most of the 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.

260


As at 31 December 2014Consolidated financial statements

Fixed interest rates Floatinginterest

rateNon-interest

bearing Total Interest rateWithin1 year

1 - 5years

Over5 years

(% p.a.)

Financial assets

Cash and cash equivalents 1.1 - - 2,480.5 8.9 2,490.5 0.00 - 1.10

Trade and other receivables - - - - 191.4 191.4 -

Notes receivable - land 940.7 - - - 15.0 955.7 6.12

Advances to contractors - - - - 350.9 350.9 -

Restricted deposits 264.9 - - 23.3 - 288.2 0.13 - 2.85

Retention per agreement - - - - 100.0 100.0 -

Other long-term investments - - - - 106.5 106.5 -

Advances for purchases of land - - - - 444.6 444.6 -

1,206.7 - - 2,503.8 1,217.3 4,927.8

Financial liabilities

Trade and other payables - - - - 2,411.5 2,411.5 -

Notes payable - leasehold rights - - - - 20.0 20.0 -

Notes payable 100.0 - - 624.4 - 724.4 6.50 and MOR

Bills of exchange payable - - - 636.2 - 636.2 4.70 - 4.80

Deposits and cash received in advance - - - - 217.0 217.0 -

Debentures 8,978.7 4,600.0 - - - 13,578.7 4.60 - 6.25

Long-term loans - - - 4,293.6 - 4,293.6 MLR

Deposits and cash received in advance

for sublease agreement - - - - 39.7 39.7 -

9,078.7 4,600.0 - 5,554.2 2,688.2 21,921.1

261


As at 31 December 2013Consolidated financial statements


rate

Non-interestbearing Total Interest rate

Within1 year

1 - 5years

Over5 years

(% p.a.)

Financial assets

Cash and cash equivalents - - - 1,228.9 6.3 1,235.2 0.00 - 1.75


Notes receivable - land - - - - 200.7 200.7 -






309.4 - - 1,230.8 1,594.5 3,134.7



Notes payable - leasehold rights - - - - 285.4 285.4 -

Notes payable - - - 512.5 - 512.5 MOR


Debentures 4,299.2 6,948.9 - - - 11,248.1 4.60 - 6.25




4,299.2 6,948.9 - 7,124.4 3,385.6 21,758.1

262


As at 31 December 2014Separate financial statements


rate


Within1 year

1 - 5years

Over5 years

(% p.a.)

Financial assets

Cash and cash equivalents 1.1 - - 2,065.8 11.6 2,078.5 0.13 - 1.10


Notes receivable - land 940.7 - - - 15.0 955.7 6.12



Loans to related companies - - - 3,895.2 - 3,895.2 5.02 - 5.24




1,191.8 - - 5,961.7 1,062.8 8,216.3



Notes payable 100.0 - - 280.5 - 380.5 6.50 and MOR

Bills of exchange payable - - - 636.2 - 636.2 4.70 - 4.80

Short-term loan from related party - - - 175.0 - 175.0 7.38


Debentures 8,978.7 4,600.0 - - - 13,578.7 4.60 - 6.25




9,078.7 4,600.0 - 3,625.0 1,445.4 18,749.1

263


As at 31 December 2013Separate financial statements


rate


Within1 year

1 - 5years

Over5 years

(% p.a.)

Financial assets

Cash and cash equivalents - - - 799.6 2.2 801.8 0.13 - 1.75


Notes receivable - land - - - - 27.5 27.5 -


Restricted deposits 23.8 - - 1.7 - 25.5 1.75

Loans to related companies - - - 3,456.3 - 3,456.3 5.10 - 5.42




23.8 - - 4,257.6 985.5 5,266.9



Notes payable - - - 187.8 - 187.8 MOR

Short-term loan from related party - - - 75.0 - 75.0 7.38


Debentures 4,299.2 6,948.9 - - - 11,248.1 4.60 - 6.25




4,299.2 6,948.9 - 4,005.3 1,265.1 16,518.5

264

Foreign currency risk The Company’s exposure to foreign currency risk arises from investments in overseas subsidiaries which were unhedged.

In addition, a subsidiary has entered into forward exchange contracts for the purpose of speculation. The forward

contracts mature within one year. Details are as follows:

As at 31 December 2014

Foreign currency

Bought amount

Contractual exchange rateBought

Contractual maturity date

(Million) (JPY per 1 Baht)

Baht 722 3.3380 - 3.5850 30 September and 28 December 2015

As at 31 December 2013

Foreign currency

Bought amount

Contractual exchange rateBought

Contractual maturity date

(Million) (JPY per 1 Baht)

Baht 579 3.0900 - 3.1440 30 September and 26 December 2014

38.2 Fair value of financial instruments Since the majority of the 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 2014, the Group’s debt-to-equity ratio

was 2.47:1 (2013: 2.55:1) and the Company’s was 2.31:1 (2013: 2.12:1).

265

40. Events after the reporting period

40.1 On 25 February 2015, a meeting of Board of Directors of We Retail Public Company Limited (“We Retail”) passed the

following significant resolutions:

a) Approved the allocation of 1,267,535,714 ordinary shares with a par value of Baht 1.05 to be sold to its existing

shareholders (rights offering) in a ratio of 1 new share for every 1 existing share, at a price of Baht 1.10 each.

b) Approved the allocation of 2,000,000,000 ordinary shares with a par value of Baht 1.05 each, and the remainder

of the ordinary shares discussed in a), to be sold by private placement to unrelated parties in a single or multiple

tranches, at prices which is not less than 90% of the market price.

40.2 On 26 February 2015, a meeting of the Company’s Board of Directors passed the following significant resolutions:

c) Approved a decrease in the registered share capital from Baht 10,737,610,610 to Baht 5,960,980,722 by canceling

4,776,629,888 unissued ordinary shares with a par value of Baht 1 each to reserve for the tender offers for all

shares of TPROP and GRAND and the adjustment of the exercise rights of the holders of warrants (PF-W3).

d) Approved a Baht 1,939,019,278 increase in the registered share capital, from Baht 5,960,980,722 to Baht

7,900,000,000, through the issue of 1,939,019,278 ordinary shares with a par value of Baht 1 each.

e) Approved the allocation of up to 1,927,650,552 ordinary shares with a par value of Baht 1, with these shares to

be allocated to the existing shareholders (rights offering) in a ratio of 1 new share for every 3 existing shares at

a price of Baht 1 each, to be reserved for the tender offer for all shares of GRAND, and with up to 11,368,726

ordinary shares with a par value of Baht 1 to be reserved for the adjustment of the exercise rights of the holders

of warrants (PF-W3). Fractional shares will be ignored.

f) Approved bank loan facilities of Baht 2,000 million, to accommodate the acquisition of the business of GRAND.

g) Approved the issue and offer of up to Baht 12,000 million of debentures with tenors of not more than 5 years.

h) Approved the proposal of a dividend payment of Baht 0.044 per share, totaling Baht 254.4 million, in respect of

the year 2014 operating results

41. Approval of financial statementsThese financial statements were authorised for issue by the Company’s Board of Directors on 26 February 2015.

266

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 Department of Business Development’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.

THE BOARD OF DIRECTORS’

RESPONSIBILITIES FOR FINANCIAL REPORTS

Dr.Tawatchai Nakata

Chairman

Chainid Adhyanasakul

Chief Executive Officer

267

Dear valued shareholders

Property Perfect Public Company Limited’s Audit Committee comprises three independent directors – having Mr.Krish Follett as Chairman, and Dr. Somsak Toruksa and Dr. Thamnoon Ananthothai as directors. Miss Duangporn Roemyindi, director of the internal audit office, was appointed the committee’s secretary.

In 2014, the Audit Committee followed through the Audit Committee Charter, which was endorsed by the Board. It organized 8 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 1 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 2014. The Audit Committee reviewed the financial statements, every time with the presence of executives for explanatory purposes. It also had 1 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.

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. The Audit Committee suggested the Company put emphasis on key possible risks such as a decline in domestic consumption, an increase in interest rates, and the downturn of global economy that might affect the Company’s hotel investment overseas. 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.

4. To review good governance issues Audit Committee ensured that the Company’s information disclosure is in line with the Securities and Exchange Act 2008 . and other laws related to the Company’s business operations, for the confidence among shareholders and investors.

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: the CEO and relevant executives were summoned for more information and suggested solutions. The committee monitors progress in the Company’s reactions to the auditor’s suggestions. During the year, the committee advised the Company

to undertake land transactions in writing.

AUDIT COMMITTEE REPORT 2014

268

6. To review internal audit The Audit Committee endorsed the internal control unit’s annual risk-based plan; recommended additional system analysis techniques to ensure added value of annual audits; acknowledged the annual 2014 internal audit assessment report; produced extra remarks on internal control improvement; 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. E.Y. Office Limited was appointed as the auditor for year 2015

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. The Company was also advised to come up with a succession plan.

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

26 February 2015

269

AUDITOR FEE ACCURACY SANCTIFICATION FORM

The fiscal year end on 31 December 2014

Item Payer Auditor Fee (Baht)

Audit Fee

1 Property Perfect Public Company Limited EY Office Limited 2,000,000

2 Estate Perfect Co.,Ltd. EY Office Limited 600,000

3 Perfect Sport Club Co.,Ltd. EY Office Limited 100,000

4 Bright Development Bangkok Co.,Ltd. EY Office Limited 400,000

5 Centre Point Shopping Mall Co.,Ltd. EY Office Limited 120,000

6 Residence Number Nine Co.,Ltd. EY Office Limited 220,000

7 U & I Construction Bangkok Co.,Ltd. EY Office Limited 250,000

8 Perfect Prefab Co.,Ltd. EY Office Limited 120,000

9 Uniloft Service (Thailand) Co.,Ltd. EY Office Limited 80,000

10 We Retail Public Company Limited EY Office Limited 880,000

11 Chiang Mai Development Co., Ltd. EY Office Limited 100,000

12 Mariya Stuff Co., Ltd. EY Office Limited 80,000

Total fee 4,950,000

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

(Supachai Phanyawattano)

EY Office Limited

(Formerly known as Ernst & Young Office Limited)

Auditor of Property Perfect Public Company Limited

270

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