(Enclosed Document 2)
14
translation
Information Memorandum of Asset Acquisition
Propose to Shareholders of Asset Bright Public Co., Ltd.
1. Date of Transaction
Transaction of entire business transfer of “ORCHIDVIEW” that is proposed to sell by an alliance of the
Company’s Chief Executive Officer who introduced and the Company’s Executive Committee assigned Mr.
Premchai Kusolrerkdee, an associate managing director, to be a coordinator of proceeding this transaction. The
transaction will be occurred upon the completion of the Company’s Conditions of Precedent specified in the MOU
(between the Company and “ORCHIDVIEW” dated on 15 October 2015) and the Company will issue promissory
note aval by bank to be a guaranty for the entire business transfer to “ORCHIDVIEW”’s shareholders in the date of
signing the business transfer agreement. The Company will receive the promissory note back once the business
transfer completes or the shareholders’ meeting disapproves this resolution and any issues specified in the business
transfer agreement that will be signed within 14 November 2015 and the Company will complete the entire business
transfer within February 14, 2016 as a time frame but the actual transfer date will specify again in the agreement of
business transfer. The Company has to get approval entire business transfer, capital increase, allotment of newly
issued ordinary shares to private placement investors from the Extraordinary General Meeting of the Company’s
Shareholders no. 1/2015 dated 24 December 2015.
According to the Company signing the MOU in 15 October 2015, the Company has preliminary worked in due
diligence of “ORCHIDVIEW” already and does not find any material issues or any significantly different items from
“ORCHIDVIEW”’s financial statements. However, the Company is working due diligence comprehensively by our
accounting and finance department expected to complete within November 2015. In part of tax and legal advisory, the Company appointed Lawworth Law Office to be our advisor.
2. Involved Parties and Relationships
Transferor : Orchid View Co., Ltd.
Receiver of Newly Issued Ordinary Shares : Shareholders of Orchid View Co., Ltd.
Transferee/Issuer and Seller of Newly Issued Ordinary Shares: Asset Bright Public Co., Ltd.
Relationships between Transferor and Transferee : none
(Enclosed Document 2)
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3. General Characteristic
The Company will purchase and accept to transfer all assets and liabilities of “ORCHIDVIEW” including
any right, obligation and encumbrance having or should have available to “ORCHIDVIEW” at the transferring
date of business under the process of Entire Business Transfer at price of THB483,9 7 5 ,000 of which the
Company will pay by the Company’s 645,300,000 newly issued ordinary shares with par value of THB0.10 per
share to “ORCHIDVIEW” shareholders at offering price of THB0.75 per share for share swap of
“ORCHIDVIEW”’s all 50,000 ordinary shares with par value of THB100 per share with conversion ratio of 1
“ORCHIDVIEW” ordinary share to 12 ,906 the Company’s newly issued ordinary shares (any fraction of a
share shall be discarded) and details of share swap is shown in table below.
Name of “ORCHIDVIEW” Shareholders
Number of “ORCHIDVIEW” Shares
Number of Shares Swapped
1. Mr. Vipad Pakathikom 47,085 607,679,010 2. Miss Kanthida Pakathikom 1,220 15,745,320 3. Miss Kanchanid Pakathikom 1,219 15,732,414 4. Miss Siriwan Kunanopparat 475 6,130,350 5. Mrs. Chulawan Pakathikom 1 12,906
Total 50,000 645,300,000
In the debts acquired from “ORCHIDVIEW”, the Company will accept to transfer all debts available from
“ORCHIDVIEW” at present and future in the transfer completion date.
4. Type and Size of Transaction
The Company proceeds transaction of entire business transfer from “ORCHIDVIEW” with total value of
THB700 million classified by items as follows:
4.1 The value of the Company’s newly issued ordinary shares is THB483,9 7 5 ,000 for share swap of all
“ORCHIDVIEW” ordinary shares.
4.2 “ORCHIDVIEW”’s debts are THB166,025,000 that will repay soon after the Company completes the
entire business transfer.. These debts, classified by THB89 million of long-term loans from financial
institute and THB7 6 million of loans from director, were recorded in “ORCHIDVIEW”’s financial
statements in 30 September 2015. If there are any more borrowing loans than amount agreed at the date of
business transfer, the group of “ORCHIDVIEW”’s shareholders shall be responsible for exceeding
amount. For accounts payable and any other debts such as the amount guaranteed for room and furniture
(Enclosed Document 2)
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rental, Revenue Tax Department payable and audit fee etc. The Company will take responsibility to any
necessary debts involved in “ORCHIDVIEW”’s business operation.
4.3 Investment Costs of THB50 million are used to improve “ORCHIDVIEW”’s rooms and building.
In this transaction of business transfer of a private company by the Company pursuant to Section 107(2) of
Public Company Limited Act B.E. 2535 (as amended), it is also considered as an acquisition of assets in
accordance with the Notification on Acquisition or Disposal class 1 according to Acquisition or Disposal of
Assets by the Capital Market Supervisory Board no, TorJor. 20/2551 Re: Rules for Entering into Substantial
Transactions with the Definition of Acquisition or Disposal of Assets and the Stock Exchange of Thailand (the
SET) Notification Re: Disclosure and Compliance by listed companies relating to Acquisition or Disposal of
Assets B.E.2547 dated 29 October 2547 and the amendment thereto and transaction size can be calculated as
follows:
Financial Information
Unit:million bt.
Financial Information Consolidated Financial Statements
of the Company1
Financial Statements of “ORCHIDVIEW”2
Financial Statements of “ORCHIDVIEW”
in 20145 Total Assets 731.28 33.39 35.20 Net Intangible Assets 27.75 - - Total Liabilities 7.14 172.21 181.46 Shareholders’ Equity 724.15 (138.82) (146.26) Minority Shareholders’ Equity
- - -
NTA 696.40 (138.82) (146.26) Net Profit (Net Loss) (84.10)3 7.444 12.745
Remark 1The Company’s consolidated financial statements are referred to financial statements as of ending
30 September 2015 reviewed by the Company’s certified auditor.
2”ORCHIDVIEW”’s managerial financial statements as of 30 September 2015. 3Net Loss in the Company’s last 4 quarters is during from the first quarter of 2014 to the third
quarter of 2015. 4Net Profit of “ORCHIDVIEW” was from the first 9 months of 2015. 5”ORCHIDVIEW”’s financial statements is reported on December 31, 2014 audited.
(Enclosed Document 2)
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The Calculation Method of Transaction Size regarding Notification of Acquisition or Disposal of Assets
Method Calculation Transaction Size 1. Asset Value %NTA of Acquired Entity
NTA of the Company Cannot calculate as “ORCHIDVIEW”’s NTA is negative.
2. Net Profit %Net Profit of the Acquired Entity Net Profit of the Company
Cannot calculate due to the Company’s net loss
3. Total Return Amount paid or received Total Assets of the Company
7001 = 95.72% 731.28
4. Equity Value Number of New Share Insurance in Return on Asset Acquisition Number of Issued and Paid-up Shares
645.3 = 8.17% 7,902
Remark 1 Payment paid is calculated from number of newly issued ordinary shares offered to
“ORCHIDVIEW” shareholders multiplied by the offering price at THB0.75 per share
THB166,025,000 of “ORCHIDVIEW” debts and estimated THB50 million of budget of building’s
improvement.
Regarding the results of calculation from table above, the largest transaction value is equal to 95.72 percent
based on methods of calculating transaction size considered as Class 1 according to Acquisition or Disposal
of Assets. As a result of that, the Company has to appoint an independent financial advisor to provide an
opinion of entering transaction to the Company’s shareholders and disclose information of transaction to the
SET including arrangement of the shareholders’ meeting in order to request for approval by votes of not less
than third-fourth of total votes of shareholders or proxies present in the meeting and having a right to vote
excluding shareholders having interest (no any shareholders having interest in this transaction). However, the
Company has to submit invitation of shareholder’s meeting including the opinion report from an independent
financial advisor to shareholders in advance with not less than 14 days prior to the date of shareholders’
meeting which is approved by the Board of Directors’ Meeting to propose transaction to the Extraordinary
General Meeting of the Company’s Shareholders no 1/2015 held on 24 December 2015 for considering approval of such transaction.
5. Information of Acquired Assets
Acquired assets from entire business transfer from “ORCHIDVIEW” are assets, and liabilities of
“ORCHIDVIEW” including any right, obligation and encumbrance having or should have available to
(Enclosed Document 2)
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“ORCHIDVIEW” in the date of completion transfer and after that, “ORCHIDVIEW” shall be dissolved and
liquidated. ”ORCHIDVIEW”’s land and property is not obligated or pledged as a guaranty against any debts
from any financial institutes or any persons.
Orchid View Co., Ltd. is founded and registered since 22 December 1987 and it has operated as rental
apartment business for 41 rooms in a 25-storey building with total usable area of 18,420 sq.meters located on
Soi Sukhumvit 33, Sukhumvit Rd., Klongton Sub-District, Klongtoey District, Bangkok. “ORCHIDVIEW”’s
the paid-up capital is THB5 million with total 50,000 ordinary shares and its par value is THB100 per share.
The detail of its project is as follows:
Information of Orchid View Project Developer Orchid View Co., Ltd. Location No. 122 Soi Sukhumvit 33, Sukhumvit Rd., Klongton Sub-District, Klongtoey
District, Bangkok. Land Area 1 rai 66 square wahs Features Service Apartment with a 25-storey building Age of Building About 22 years Number of Rooms 41 rental rooms by daily, monthly and yearly Room Types 40 Rooms with 4 bedrooms and area of 300 sq.m. each and 1 Penthouse with area of
520 sq.m. All units are fully furnished with furniture. Facility 115 parking lots with area of 564 sq.m., elevators, sauna, stream, swimming pool,
fitness room, security system and CCTV etc. Rental Price Now, about THB80,000 – 180,000/room/month
List of Shareholders of Orchid View Co., Ltd. as of 30 April 2015
Name of Shareholders Number of Shares Portion of Holding (%) 1. Mr. Vipad Pakathikom 47,085 94.14 2. Miss Kanthida Pakathikom 1,220 2.44 1. Miss Kanchanid Pakathikom 1,219 2.44 2. Miss Siriwan Kunanopparat 475 0.95 3. Mrs. Chulawan Pakathikom 1 0.00
Total 50,000 100 Source : Department of Business Development
(Enclosed Document 2)
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List of Directors of Orchid View Co., Ltd. as of 15 September 2015
Name of Directors Position 1. Mr. Kitti Pakathikom Director 2. Mr. Vipad Pakathikom Director 3. Miss Siriwan Kunanopparat Director
Source : Department of Business Development
Appraisal of Asset
Advance Appraisal Co., Lld., an independent appraiser who gets a consent from Securities and Exchange Commission (SEC), has evaluated Orchid View Co., Ltd.’s service apartment as of 30 October 2015 by Income Approach that figured out present value of discounted cash flows of such asset by THB660 million and appraised by Cost Approach at THB512,985,000. Furthermore, this asset was recorded at accounting book value as of 30 September 2015 which is about THB27.27 million.
Assumptions of Asset Appraisal
Advance Appraisal Co., Lld. as an independent appraiser takes assumptions for appraisal of the property as follows:
Cost Approach
As the property appraised is an unique asset that was built for special residence, so it cannot find any similar property to compare with. Thus, Advance Appraisal Co., Lld. appraised land by comparison of market price of 7 lots of vacant land located around the property and then take quality and valuable factors such as period of time for sales, negotiation of offering price, location, asset potential, infrastructure, access to property, legal limitation, environment, size of land, goodwill to calculate and find correlation of scores in quality of property and market price under Regression Analysis for asset appraisal.
In part of building appraisal, Replacement Cost is an approach to take standard costs of building specified by Valuers Association of Thailand in 2013. The costs of land and new building in Replacement Cost would be deducted by accumulated depreciation of physical asset or devalue of property use including depreciation from external factors that would be effected to the property value. Thus, Advance Appraisal Co., Lld. appraised average land by THB450,000 per sq.wah and total value of land is equal to THB209,700,000 and total value of apartment is equal to THB303,285,060. Total appraisal value of the property is THB512,985,000 (any fraction is discarded.)
Income Approach
The appraisal value of the property was calculated from Net Present Value of Net Operating Income (after deducting operating expenses) which is earnings before interest, depreciation and tax (EBITDA) plus terminal
(Enclosed Document 2)
20
value and take appropriate discount rate. Advance Appraisal Co., Lld. surveyed rental price of 9 properties located in vicinity of the property and then, take all information to analyze with assumptions as following:
1. Estimated Revenues
Advance Appraisal Co., Lld. estimated rental price of a Penthouse room as THB180,730 per room per month and the other 40 rooms at average THB118,690 per room per month. This rental rate is adjusted 10% up in each 3 years. Other revenues such as utilities, telephone bill and internet would be 3% of total rental revenue. The projection of business operation will be calculated in 7 years with occupancy rate of 85% in the first 3 year and 90% from 4th year to 7th year.
2. Estimated Expenses
Salary of 14 staffs is estimated as THB200,000 per month and will be increased by 3% each year, building maintenance by 3% of total revenues, equipment maintenance by 2% of total revenues, fire insurance by 0.1% of building value and 3% increase in each year, and property tax by 12.5% of 40% rental revenues.
3. Discounted Rate is overall rate of return covered by financial costs and risks and Advance Appraisal Co., Lld. determined at 10%.
4. Capitalization Rate is the rate of return in business operation from the property compared to market value of the property. Capitalization Rate is calculated and analyzed from costs of finance and risks of project which is 10% and forecasted growth rate of long-term average income by 3% per year, so the Capitalization Rate is 7%.
Thus, total value of the property appraised by Income Approach is THB660 million (any fraction is discarded.).
6. Total Proceeds
Total proceeds from acquiring an entire business transfer from “ORCHIDVIEW” equals to
THB483,975,000 in which the Company will pay by the Company’s 645,300,000 newly issued ordinary shares
with par value of THB0.10 per share at offering price of THB0.75 per share or total value of THB483,975,000
to swap “ORCHIDVIEW” ordinary shares at the ratio of 1 “ORCHIDVIEW” ordinary share to 12 ,906 the
Company’s newly issued ordinary shares and repay “ORCHIDVIEW” debts by THB166 ,025,000 and pay for
improvement and decoration of building budgeted by THB50 million. So, total amount of proceeds is THB700
million.
However, the offering price of the Company’s newly issued ordinary shares mentioned above is not considered as selling new shares at lower price as the price is not less than 90% of the Company’s weighted average share price in the SET for 15 business days before the Board of Directors’ resolution (calculate from market price of the Company during 13 October – 3 November 2015 which is THB0.63 per share). Thus, issuing
(Enclosed Document 2)
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and offering new ordinary shares to private placement investors has to get approval from the shareholders’ meeting with a vote of not less than third-fourth of total votes of shareholders having a right to vote and attending the meeting.
7. Total Value of Acquired Assets Total value of all assets acquired from “ORCHIDVIEW” is THB700 million which is calculated from total
value of the Company’s newly issued ordinary shares paid to “ORCHIDVIEW” shareholders at 645 ,300,000 shares with offering price of THB0.75 per share or amount of THB4 8 3 ,975,000, THB1 6 6 ,025,000 of “ORCHIDVIEW” debts and THB50 million of improvement budget of the building.
8. Criteria to set the Proceeds Total value of proceeds from “ORCHIDVIEW”’s business transfer can be referred from appraisal value of
“ORCHIDVIEW”’s service apartment appraised by Advance Appraisal Co., Ltd. as an independent appraiser consented by Securities Exchange of Commission (SEC) by income approach that figured out present value of discounted cash flow from asset which is THB660 million as of 30 October 2015 and considers in projected value of the project in the future after completion of improvement and decoration of building and rooms.
9. Potential Benefits to the Company - The Company plans to develop and turn to modern style such as improvement of hall, entrance, and
common areas etc. to build as luxury image. Period of improvement is expected at 2-3 months after asset transfer completed. For marketing approach, the Company plans to appoint a selling agent who is an expert for foreign customers to be our sales representative. The Company expects this asset should create income and net profit to the Company at high yield and it is worthwhile for investment.
-Increase various source of income and diversify to reduce risk of business operation.
10. Sources of Fund/Uses of Fund Transaction of this entire business transfer will be used fund from issuing 645,300,000 new ordinary shares
to “ORCHIDVIEW” at the price of THB0.75 per share and will use the Company’s working capital to repay “ORCHIDVIEW”’s debts of THB166,025,000 and other THB50 million for building improvement.
11. Conditions of the Transaction
The entire business transfer from “ORCHIDVIEW” will occur upon the completion of the conditions of precedent that will be specified in the entire business transfer agreement. The main conditions of precedent should have as follows:
(Enclosed Document 2)
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1. The Company’s Board of Directors’ Meeting and the Shareholders’ Meeting approve the acquisition and entire business transfer from “ORCHIDVIEW” including an approval of any necessary issues related to the entire business transfer
2. The Company’s Board of Directors’ Meeting and the Shareholders’ Meeting approve capital increase and allotment of 6 4 5 ,300,000 new ordinary shares to “ORCHIDVIEW” shareholders at price of THB0.75 per share and also approve to pay THB166 ,025,000 in cash for proceed of entire business transfer.
3. All parties agree and commit agreement of entire business transfer including conditions of precedent specified (unless cancelled or waived by authorized party).
4. The Company and “ORCHIDVIEW” get approval and acceptance from related parties including government entities which are necessary for the selling/transferring/buying entire business transfer. However, the asset acquired is considered as the acquisition of asset based on the Notification on Acquisition or Disposal class 1 according to Acquisition or Disposal of Assets by the Capital Market Supervisory Board no, TorJor. 20/2551 Re: Rules for Entering into Substantial Transactions with the Definition of Acquisition or Disposal of Assets and the Stock Exchange of Thailand (the SET) Notification Re: Disclosure and Compliance by listed companies relating to Acquisition or Disposal of Assets B.E.2547 dated 29 October 2547 and the amendment. The transaction value is equal to 91.52 percent based on methods of calculating transaction size in Total Return compared to the Company and affiliate’s total assets consolidated as of 30 June 2015.
12. Characteristic and Conflict of Interest for Connected Persons
After acquiring the entire business transfer of “ORCHIDVIEW”, shareholders of “ORCHIDVIEW” shall
become the Company’s shareholders by 7.55% of total capital but they would not join as the Company’s directors. Therefore, there does not have any conflict of interest for connected persons.
13. Comparison of Shareholding Structure before and after Transaction by closing date of 8/10/2015
Pre-Transaction Post-Transaction
Name of Shareholders No. of Shares % Name of Shareholders No. of Shares % Mr. Porameth Rungrongtanin 5,810,159,290 73.53 Mr. Porameth Rungrongtanin 5,810,159,290 67.98 Mr. Shinji Tanaka 360,133,451 4.56 Mr. Shinji Tanaka 360,133,451 4.21 Miss Thitinart Na Patalung 118,511,100 1.50 Miss Thitinart Na Patalung 118,511,100 1.39 Miss Nannapas Ajamanwara 105,979,033 1.34 Miss Nannapas Ajamanwara 105,979,033 1.24
(Enclosed Document 2)
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Miss Thaniya Siriyothin 66,402,000 0.84 Miss Thaniya Siriyothin 66,402,000 0.78 Mr. Chaiyuth Sukhavanitnan 63,148,400 0.80 Mr. Chaiyuth Sukhavanitnan 63,148,400 0.74 Miss Pannee Cheonsirisin 34,200,000 0.43 Miss Pannee Cheonsirisin 34,200,000 0.40 Miss Achanan Kuprasertyin 27,000,000 0.34 Miss Achanan Kuprasertyin 27,000,000 0.32 Mr. Rathien Srimongkong 25,222,300 0.32 Mr. Rathien Srimongkong 25,222,300 0.30 Miss Sirirat Tor Suwan 25,107,200 0.32 Miss Sirirat Tor Suwan 25,107,200 0.29 Others 1,266,097,226 16.02 Others 1,266,097,226 14.81 Mr. Vipad Pakathikom 607,679,010 7.11 Miss Kanthida Pakathikom 15,745,320 0.18 Miss Kanchanid Pakathikom 15,732,414 0.18 Miss Siriwan Kunanopparat 6,130,350 0.07 Mrs. Chulawan Pakathikom 12,906 0
Total 7,902,000,000 100 Total 8,547,300,000 100
14. Directors who have interest
-None-
15. Opinion of the Board of Directors on the Transaction
The Board of Directors has an opinion that proceeding transaction of acquiring entire business transfer of
“ORCHIDVIEW” and investment costs including conditions of entire business transfer of ”ORCHIDVIEW”
should be benefits to the Company and shareholders because it is sited in good location which is 800 meters
away from Sukhumvit Rd., near BTS, Emquartier Mall, Samitivej Hospital. Total investment including
improvement costs is THB700 million or average cost of THB56,000 per sq.meter and the Company expects to
earn in high yield under reasonable conditions. Therefore, the Board of Directors’ Meeting no. 7/2015 has passed the resolution of acquiring entire business transfer of “ORCHIDVIEW” by the Company.
16. Opinion of the Board of Directors and/or Audit Committee which is different from 15
-None-
17. Shareholders’ Meeting Invitation
The Company will submit the invitation of the Extraordinary General Meeting of Shareholders no. 1/2015
arranged in 24 December 2015 and opinion of independent financial advisor to the SET at least 5 business days
(Enclosed Document 2)
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before sending to shareholders and submit all documents to shareholders at least 14 days before the meeting date.
18. Responsibilities of the Board of Director on the disclosure of information The Board of Directors is responsible for the information presented in this report which has been prepared
in accordance with the Securities and Exchange Commission of Thailand on Disclosure of Information and other acts of listed companies concerning the Acquisition or Disposition of Assets BE 2547 and the Notification of the Capital Market Supervisory Board No. Tor Chor. 20/2551 on the criteria for making the list significantly to be the Acquisition or Disposition of Assets (including the amendments) with appropriate discretion in revealing important information sufficiently, accurately, transparently and beneficially to the shareholders.
19. The Qualifications of the Independent Property Appraiser
a. Shareholding and Relationship between the Independent Property Appraiser and the Company -None-
b. Consent from the Independent Property Appraiser to public the Appraisal Report Advanced Appraisal Co., Ltd. has consented to reveal this appraisal report for the public use.
c. Date of the Appraisal Report 30 October 2015
20. Obligations and Liabilities
20.1 Total amount of debt instruments - None -
20.2 Total amount of loans of the Company and its subsidiaries with specified repayment period, including the liability to place assets as collateral as of 30 September 2015
-Financial lease amount is about THB1.77 million pledged by car against this loan.
20.3 Total amount of other liabilities including Bank Overdraft and other liabilities to place assets as collateral as of 30 September 2015. The Company and subsidiaries has obligated as following:
-Accounts payable and other payables of THB2.45 million
-Other current liabilities of THB1.5 million
-Deferred tax liabilities of THB0.35 million
-Staff benefit obligation of THB1.39 million 20.4 Contingent Liabilities
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-None-
21. General Information of Asset Bright Public Co., Ltd. 21.1 Nature of Business
Asset Bright Public Company Limited (“ABC” or the Company), formerly known as Bangkok
Nylon Public Company Limited, has founded and registered since 1964 and formerly operated to
produce ready-to-wear socks that customers could specify features and designs of socks including
quality and types of raw materials The Company had started to operate and sell socks for both domestic
and international market since 1967.
The Company had continuously loss from operation since 2012 due to increase of production costs
and expenses such as wages, raw materials, production expenses, transportation etc. However, the
Company could not increase price because sales of products from aboard and small producers were lower
than our price, so the Company’s sales could not meet the target and the Company temporarily suspended
production since 25 December 2012 and laid off staffs in 31 January 2013.
On 30th September 2013, the Company changed structure of main shareholders. The Company’s
former major shareholders sold their shares to Mr. Porameth Rungrongtanin via big lot in the SET and
Mr. Porameth Rungrongtanin made a Tender Offer from the Company’s all shareholders during 1
October – 5 November 2013 regarding to the Notification of the Capital Market Supervisory Board.
The Company’s name has been revised from Bangkok Nylon Public Company Limited to Asset
Bright Public Company Limited since 17 December 2013 and changed the Company’s security symbol
from BNC to ABC since 24 December 2013, onwards.
The Company changed its business operation from textile to real estate and e-commerce business
to make the firm stability. The Company bought all 19 remaining units of Navatara River Life
Condominium project, total areas of 869.88 sq.meters, located on Soi Prasertmanoonkij 33,
Prasertmanoonkij Rd., Klong Kum Sub-district, Bung Kum District, Bangkok with price of THB29.28
million in late of 2013. Presently, all such units were sold out. In 2014, the Company invested 9 units
of Sathorn Chao Phraya Condominium with total areas of 2 , 2 5 8 sq.meters located on Soi
Chareonnakorn 15A, Klong Tonsai Sub-district, Klongsarn District, Bangkok with total price of
THB105 million. Presently, the Company already sold and transferred ownership right by 2 units and
there are 7 units remained.
(Enclosed Document 2)
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In e-commerce business, the Company invested to develop e-commerce website as a selling
agent of products such as electric appliance, mobile phone etc. and services such as hotels, restaurants,
and tours etc. via our website of www.abcpoint.com. Moreover, the Company also sells our brand name
products such as bags, watches imported from aboard in the website operating since late of 2014.
The Company also invested in a subsidiary, ABC Innovation Co., Ltd., by THB510,000 or 51%
of total paid-up capital. Founded since 17 November 2014, ABC Innovation Co., Ltd. plans to support
IT services for all activities but it does not operate yet.
21.2 The Company’s Business Trend
Real Estate Business
The Company plans to invest in resident projects in hotel, resort, apartment for sales or leases in
Bangkok or major cities in Thailand including tourist attraction areas, education location, and
community areas. Even though, the downturn of economy in Thailand and other countries still keeps
going, the Company believes it is an opportunity time to invest interesting property in good location
and reasonable price that could negotiate. However, the demand of real estates in both onshore and
offshore customers is still high and the Company would gain from investment once the economy
recovers in near future.
E-commerce Business
The Company plans to expand service payment to pay by abc points converted from the banks’ credit
card points agreed and joined with the Company for public utility such as electricity bill, water bill,
telephone bill, express way, insurance, installments of credit card or leasing etc. The customers could
make a payment by mobile application that would be a crucial tool to make transaction payment grow
up in the future because of easy to proceed in everywhere and every time.
21.3 Summary of Financial Statement in the past 3 years and the current year
Unit : Thousand Baht
Balance Sheet (Consolidated)
As at 31 December 30 September
2012 2013 2014 2015
Assets
Current assets
Cash and cash equivalent 2,566 18,817 47,700 17,670
Short-term investment 188 - 87,105 283,062
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Balance Sheet (Consolidated)
As at 31 December 30 September
2012 2013 2014 2015
Trade receivables and Other receivables 49,254 743 5,453 3,517
Inventories - net 127,481 25,011 107,098 95,879
Other current assets 4,149 3,675 6,529 7,170
Total current assets 183,638 48,246 253,885 407,297
Non-current assets
Cash at financial institutions pledged as collateral - - - 510
Other long-term investment - net 14,880 - - 287,256
Property, plant, and equipment- net 98,094 231,399 6,105 5,991
Intangible assets - net 82 26 2,077 27,746
Other non-current assets - net 3,207 1,147 2,758 2,967
Total non-current assets 116,263 232,572 10,940 324,470
Total assets 299,901 280,818 264,825 731,767
Liabilities and Shareholders’ equity
Current liabilities
Overdraft and short-term loan from
financial institution
97,419 49,000 - -
Trade and other payables 27,532 8,795 9,567 2,447
Current portion of long-term loans 3,600 - 284 297
Short-term loan from related parties - 33,000 - -
Accrued employment termination 40,232 - - -
Other current liabilities 786 102 2,942 1,497
Total current liabilities 169,569 90,897 12,793 4,241
Non-current liabilities
Deferred tax liabilities - 44,626 - 353
Liabilities under finance lease agreements - net - - 1,697 1,472
Employee benefits 5,991 - 503 1,386
Total non-current liabilities 5,991 44,626 2,200 3,212
Total liabilities 175,560 135,523 14,993 7,452
Shareholders’ equity
Share capital
(Enclosed Document 2)
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Balance Sheet (Consolidated)
As at 31 December 30 September
2012 2013 2014 2015
Registered capital
Ordinary shares,3,292.50 at par value of Baht 0.10
each
Ordinary shares,210.00 at par value of Baht 1 each
Ordinary shares,16.30 at par value of Baht 10 each
163,000
329,250
1,181,788
210,000
Paid-up capital
Ordinary shares,2,634 at par value of Baht 1 each
Ordinary shares,131.70 at par value of Baht 1 each
Ordinary shares,13.17 at par value of Baht 10 each
131,700
131,700
263,400
790,200
Premium on shares 36,500 36,500 36,500 36,500
Retained earnings (Accumulated deficit)
Appropriated
Legal reserve 8,298 8,298 8,298 8,298
Unappropriated (87,173) (209,706) (58,366) (111,765)
Other components of equity - - - 750
Revaluation surplus - 178,503 - -
Non – controlling interests 35,016 - - 338
Total shareholders’ equity 124,341 145,295 249,832 724,315
Total liabilities and shareholders’ equity 299,901 280,818 264,825 731,767
Unit : Thousand Baht
Comphehensive Income Statement (Consolidated)
As at 31 December 30 Sep 15
2012 2013 2014 9 Month
Revenue from sale of goods 319,723 131,905 56,678 45,404
Cost of sales of goods 325,363 174,514 50,985 46,628
Gross (loss) profit (5,640) (42,609) 5,693 (1,224)
Other income 22,986 5,133 3,764 962
Selling expenses 6,230 2,328 22,987 21,166
Administrative expenses 65,209 37,119 37,874 31,991
Other expenses - 46,684 15 -
Finance Cost 3,573 4,707 683 88
Gross (loss) before income tax (57,666) (128,315) (52,101) (53,507)
(Enclosed Document 2)
29
Comphehensive Income Statement (Consolidated)
As at 31 December 30 Sep 15
2012 2013 2014 9 Month
Income tax incom - (1,280) - 10
Net gross (loss) for the period (57,666) (127,034) (52,101) (53,498)
Unit : Thousand Baht
Cash Flow Statement
(Consolidated)
As at 31 December 30 September
2012 2013 2014 2015
Net cash flow from (used in) operating activities (21,199) (5,120) (223,377) (46,154)
Net cash flow from (used in) investing activities (34,917) 46,970 203,712 (510,866)
Net cash flow from (used in) financing activities 57,622 (25,037) 48,547 526,991
Net increase in cash and cash equivalent 1,506 16,813 28,883 (30,030)
Reverse on cash and cash equivalent of subsidiaries - (562) - -
Beginning cash and cash equivalent 1,060 2,566 18,817 47,700
Ending cash and cash equivalent 2,566 18,817 47,700 17,670
Financial Ratio As at 31 December 30 September
2012 2013 2014 2015
Liquidity ratio
Current ratio (Times) 1.08 0.53 19.85 96.04
Quick ratio (Times) 0.30 0.21 10.96 71.74
Cash ratio (Time) (0.16) (0.04) (4.31) (5.42)
Receivables turnover (Times) 4.56 5.46 10.39 12.91
Average collection period (Days) 80 67 35 21
Inventories turnover (Times) 8.90 7.86 0.77 0.46
Average days in inventories (Days) 41 46 473 593
Payable turnover (Times) 8.65 16.00 5.33 7.02
Average days payble (Days) 42 23 68 39
Cash cycle (Days) 79 90 440 569
Profitability ratio
Gross profit margin (%) (1.76) (34.22) 10.04 (2.70)
(Enclosed Document 2)
30
Financial Ratio As at 31 December 30 September
2012 2013 2014 2015
Operating profit margin (%) (24.11) (62.21) (90.72) (115.38)
Net profit margin (%) (16.42) 40.84 (91.92) (115.91)
Return on equity (%) (47.92) 47.71 (26.37) (10.98)
Efficiency ratio
Raturn on assets (%) (18.59) 19.28 (27.34) (10.74)
Asset turnover (Times) 1.13 0.47 0.32 0.09
Financial policy ratio
Debt to equity ratio (Times) 1.41 0.93 0.06 0.01
Coverage of debt service (Times) n/a n/a n/a n/a
Ratios Obligation (Times) n/a n/a n/a n/a
Growth rate
Total assets (%) (1.87) (6.36) 127.78 176.32
Total liabilities (%) 43.74 (22.81) (88.89) (50.50)
Revenue from sales and services (%) (2.64) (58.74) (57.03) (84.52)
Net gross (loss) for the period (%) (1,640.37) 199.44 59.40 (57.17)
21.4 Analysis of Financial Position and Operating Results Assets
As at 30 September 2015 , the Company had total assets of THB731.77 million which consisted
of current asset THB406.30 million increasing by THB192.51 million or 76% from last year and of
non-current asset THB731.28 million increasing THB466.46 million or 4,081% from last year due to
main causes as following:
- Short-term investment amount of THB283.06 million as at 30 September 2015 increased THB
236.05 million from last year. As in the year 2015, the company proceeded from paid-up issued
shares and invested in short-term investment as THB268 million of fixed income fund and THB15
million of money market fund.
- Inventories amount of THB95.88 million as at 30 September 2015 decreased THB11.22 million
from last year as the result of sell unit of condominium THB24.82 million. The remaining of Bann
Sathorn Chaophaya condominium unit for sales is THB82.22 million. The Company purchased E-
commerce goods for sales in the year 2015 and their remaining goods is THB13.66 million.
(Enclosed Document 2)
31
- Available for sale investments amount of THB267.26 million as at 30 September 2015 increased
THB 227.17 million from last year. As the year 2015, cash which proceeded from paid-up issued
shares and is excess from the company’s operating, invested in available for sale investments as
THB160.81 million of Mid-term fixed income fund, THB6.30 million of equity fund and
THB100.13 million of fixed income fund. Moreover, there is prepayment for long-term
investments of THB20 million.
- Net intangible assets amount of THB27.75 million as at 30 September 2015 increased THB 25.67
million from last year as the result of investment THB27.34 million in development of E-
Commerce system and Service Payment System in order to serve E-Commerce Business including
E-Auction System to serve online property auction.
Liabilities
As at 30 September 2015, the Company had total liabilities of THB7.13 million decreased
THB7.92 million from last year. The main reasons were declining trade payables of THB8.71 million
from last year to be balance of THB2.13 million as result of repayment trade payables
Shareholders’ equity
As at 30 September 2015, the Company had total shareholders’ equity of THB724.15 million
rose THB 474.38 million as the result of paid-up issued shares capital amount of THB 526.80 million
in the period.
Revenue
Revenue from sale of goods in the first nine months of the year 2015 were THB45.40 million
increased by THB18.34 million or increased 68% from the same period of last year as follow;
Revenue from sale of E-Commerce goods amount of THB7.47 million increased entire amount
when compared the same period of the year 2014 as a result of expanding of E-Commerce segment
which has been operated since October 2014
Revenue from real estate amount of THB29.88 million increased THB2.82 million from last
year as the company sold units of condominium which the units of Bann Navatara River Life
Condominium was sold out in this year.
Revenue from event organize amount of THB7.71 million increased entire amount when
compared with the same period of the year 2014 as the result of expanding such segment to support E-
Commerce business
(Enclosed Document 2)
32
Gross loss
In the first nine months of the year 2015, the Company had net loss increased THB7.62 million
from the same period of last year or gross loss increase 119.24% as a main result of gross loss in event
organize segment amount of THB5.52 million from missing target sales. However, in the year 2015 the
Company had gross profit from sales of E-Commerce goods amount of THB0.26 million or 3.48% of
its sales and had gross profit from sales of real estate amount of THB3.70 million or 12.40% of its sales.
While there were gross profit in the last year amount of THB6.40 million or 23.18% of its revenues
Expenses
In the first nine months of the year 2015, the Company had selling and administrative expenses
amount of THB52.83 million increased THB22.67 million or increased 75% when compared the same
period of the year 2014 which was amount of THB30.16 million due to selling expense which
advertised for marketing in ABC Point and E-Commerce. Other administrative expenses also increased
from expanding business
Net Loss
In the first nine months of the year 2015, the Company had net loss of THB53.50 million increased
THB32.31 million from the same period of last year or 152.48% increase due to main causes of more
selling and administrative expenses. Moreover revenue from event organize did not cover its cost as result
of net loss for the year.
21.5 Risk Factors that could effect to the Company’s profit (1) Downturn of Economy Due to facing the global economic downturn, the Company’s sales, especially in real estates, have
decreased because of decrease of purchasing power and increase of household debts that make banks strictly screen to approve loans. The Company has to concentrate more in analysis of project selection that should consider in a potential resident project located in community area and good transportation. All factors mentioned will be important to ensure sales of project easier.
(2) High Competition The online business is a fierce competitive market in price, particularly from big Thai and foreign
competitors who reduce huge price to expand market share. Thus, this business has to face risk of high competition and the Company should find unique products or any differentiate products from competitors or create new products such as service payment covering all types of daily life expenses.
(Enclosed Document 2)
33
21.6 Name of Management and Top 10 Major Shareholders as of closing date Name of Management as of 8 October 2015
No. Name Position
1. Mr.Porameth Rungrongtanin Chief Executive Officer
2. Mrs.Kantaporn Tongman Managing Director
3. Mr.Jiraphat Veerachayathongkam Deputy Managing Director
4. Mr.Premchai Kusolrerkdee Deputy Managing Director
5. Miss Dares Amonluksathien Vice President of Market and Communication
6. Miss Waradee Bangwan Vice President of Accounting and Finance
Name of Top 10 Shareholders as of 8 October 2015 (latest data) which is the date of closing registered book
No. Name No. of Shares Percent
1. Mr. Porameth Rungrongtanin 5,810,159,290 73.53
2. Mr. Shinji Tanaka 360,133,451 4.56
3. Miss Thitinart Na Patalung 118,551,100 1.50
4. Miss Nannapas Ajamanwara 105,979,033 1.34
5. Miss Thaniya Siriyothin 66,402,000 0.84
6. Mr. Chaiyuth Sukhavanitnan 63,148,400 0.79
7. Miss Pannee Cheonsirisin 34,200,000 0.43
8. Miss Achanan Kuprasertyin 27,000,000 0.34
9. Mr. Rathien Srimongkong 25,222,300 0.32
10. Miss Sirirat Tor Suwan 25,107,200 0.32
Total Shares by major shareholders 6,635,902,774 83.98
Others 1,266,097,226 16.02
Total Shares 7,902,000,000 100.00
Remark: The Company changed par value from THB1 per share to THB0.10 per share to Business Development Department, the Ministry of Commerce in 22 August 2014.
22. The Opinion of the Company’s Board of Directors for Adequacy of Working Capital
(Enclosed Document 2)
34
The Company will pay THB1 6 6 million of Orchid View Co., Ltd.’s debts and THB50 million of improvement costs by our working capital while the Company’s cash and temporary investment has THB300 million that is enough to work further.
23. Lawsuits and Significant Legal Concerns during Operation The Company is taking a criminal lawsuit against JL Starnet Trade Co., Ltd. due to default of repayment of deposit in seeking foreign concert by cheque of THB331,700 payable in 14 August 2015.
24. Interests or Related Transactions between the listed company, management and direct or indirect shareholders who hold shares by 10% up -None-
25. Dilution Effect from share allocation to shareholders The newly issued ordinary shares that will be allotted to Private Placement will have a right equal to the Company’s ordinary shares formerly issued. Dilution effect to shareholders due to issuing and offering new ordinary shares to Private Placement based by resolution of the Company’s Board of Directors would be 3 categories as following: 25.1 Price Dilution
Price dilution from issuing and offering new ordinary shares to private placement as Price Dilution = Market Price before offering – Market Price after offering PP
Market Price before offering Market Price before offering = THB0.63 per share1 Market Price after offering PP = (Paid-up shares x Market Price before offering) + (PP shares
x Offering price) Total paid-up shares after capital increase
= (7,902,000,000 x 0.63) + (645,300,000 x 0.75)
(7,902,000,000 + 645,300,000)
= THB0.64 per share
Price Dilution = -1.59%
Existing shareholders will not get any effect from Price Dilution as the offering price is higher than market price.
(Enclosed Document 2)
35
Remark: 1Market Price before offering means weighted average price of the Company’s shares traded in the SET within 15 official days before the date of resolution approved by the Board of Directors (calculated from 13 October to 3 November 2015) which is THB0.63 per share.
25.2 Control Dilution Existing shareholders will get an effect on Control Dilution from issuing and offering new ordinary shares to private placement as follow: Control Dilution = PP issued shares Total shares after capital increase
= 645,300,000
(7,902,000,000 + 645,300,000)
= 7.55%
25.3 Earning Dilution Due to the Company facing net loss, existing shareholders will not get an effect on Earning Dilution because number of newly issued ordinary shares are increased in low proportion.
26. Summary of Significant Agreements in last 2 years From the 3rd quarter of 2014, the Company made many agreements with various partners that have
been involved in collaboration as business partners to sell their products in website of “abcpoint” with 1 year contract after signing date and the Company is binding by agreements signed.
On 1 November 2014, the Company signed a three-year subleased contract to rent the headquarter office with guaranty and conditions binding in the agreement.
On 15 September 2014, the Company signed SMS service contract with number of SMS package agreed without period of services regarding the agreement.
On 24 November, 22 October 2014 and 7 January 2015, the Company made agreements to hire foreign artists with many foreign firms for organizing concerts based by conditions in agreements signed.
On 1 April 2015, the Company signed a service contract to develop and design website and application on mobile phones for online business with conditions in the agreement signed.
On 20 July 2015, the Company signed agreement to hire design and production of ABC e-auction books with conditions required in the agreement signed.
On 21 July 2015, the Company signed agreement to develop program for auction of real estates via website with conditions required in the agreement signed.
On 1 August 2015, the Company renewed the MOU of point conversion with bank by the effective period from 1 August 2015 to 31 December 2016 with clauses and conditions in the agreement signed.
(Enclosed Document 2)
36
On 10 August 2015, the Company signed service agreement to be agent of water bill payment with 3 years effective and provided letter of guaranty under clauses and conditions in the agreement signed.
On 17 August 2015, the Company signed the MOU of point conversion with bank by the effective period from 17 August 2015 to 31 December 2016 with clauses and conditions in the agreement signed.
On 15 October 2015, the Company signed the MOU to accept the entire business transfer with details in this information memorandum.
On 5 November 2015, the Company signed the agreement to appoint independent financial advisor to give opinion for shareholders with clauses and conditions in the agreement signed.
On 14 November 2015, the Company signed the entire business transfer and share swap agreement and set the date of business transfer within 14 February 2016 or any date agreed by both but not less than 1 March 2016 with clauses and conditions in the agreement signed.
The Company’s Board of Directors hereby certified that the information contained in this report is true and
completed and will not cause any misunderstanding or lack of information that should be disclosed which may cause
damage to the shareholders. In case of the Company’s directors who do not work as integrity or do not take care of
the Company’s interests in matter of capital increase and the results of refraining such works make damage to the
Company, shareholders could make a lawsuit against such director to claim for damage, instead of the Company
regarding to Section 85 in Public Limited Companies Act B.E. 2535. Moreover, if refraining works could make any
directors or any related persons to receive illegal interests, shareholders have a right to claim such interests by taking a lawsuit, instead of the Company regarding to Section 89/18 in Securities and Exchange Act B.E. 2535.
Please be informed accordingly.
Yours sincerely,
Asset Bright Public Company Limited
(Mr. Premchai Kusolrerkdee)
Director