1. introductionu.listedcompany.com/misc/ar/u-ar-2015-en.pdf · 2017-12-18 · 3.2 industry and...

1. INTRODUCTION 1.1 Vision & Mission 1.2 Message from the Chairman of the Board of Directors 1.3 MessagefromthePresidentandChiefExecutiveOfficer 1.4 Financial Highlights

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2. THE COMPANY 2.1 Board of Directors 2.2 The Executive Management 2.3 Organization Structure 2.4 Policy and Overview of Business Operation 2.5 The Important Developments of the Company in 2015 2.6 Investment Structure of the Company 2.7 Subsidiaries, Associated Companies and Joint Venture 2.8 General Information and Other Key Information

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3. BUSINESS OVERVIEW 3.1 Nature of Business Operation 3.2 Industry and Business Overview 3.3 Business Outlook 2016 3.4 Revenue Structure 3.5 Management Discussion and Analysis 3.6 Risk Factors

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4. CORPORATE GOVERNANCE 4.1 Management Structure 4.2 Management Remuneration 4.3 Corporate Governance Policy 4.4 Scope of Authorities 4.5 Selection and Appointing Directors and Chief Executive 4.6 Overseeing Business Operation of Subsidiaries and Joint Ventures 4.7 Supervising Inside Information Utilization 4.8 Internal Control and Risk Management 4.9 Audit Fee 4.10 Related Transaction 4.11 Corporate Social Responsibility 4.12 Human Resources

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5. FINANCIAL REPORT 5.1 Report of the Board of Directors’ s Responsibilities for Financial Statement 5.2 Report of the Audit Committee 5.3 Independent Auditor’s Report 5.4 Financial Statement 5.5 Noted to Consolidated Financial Statement

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Appendix• Details on the Directors and Managements in Subsidiary, Associated and Related

Companies.• Details on the Directors in Subsidiary Companies.• Details about Chief of Internal Audit of the Company.

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CONTENT

Vision & Mission

01INTRODUCTION

1.1 VISION and MISSION

MISSION“To create sustainable developments that enhance communities and their lifestyle,

and contribute to a better public environment”

VISION“To be the leading developer of innovative community-based solutions”

ANNUAL REPORT 2015 U City Public Company Limited

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In 2015, global economic activity remained subdued. Growth in emerging market and developing economies declined forthefifthconsecutiveyear,whileamodestrecoverycontinuedinadvancedeconomies.Thereare3keytransitionsthatcontinuetoinfluencetheglobaleconomy:Firstly,thegradualslowdownandrebalancingofeconomicactivityinChina away from investment and manufacturing toward consumption and services. Secondly, lower prices of energy and other commodities, and lastly, the decoupling of the United States - with the gradual tightening of monetary policy in the United States on the back of relatively stronger economic recovery - from other major advanced economies, whose central banks continue to ease monetary policy.

UCityPublicCompanyLimitedgrewsubstantiallyinvaluableassetsandachievedasolidimprovementitsfinancialstatus, continuing our multi-year transition period towards becoming a leading property player in Thailand. This marked progress would not have been possible without the extensive support of all shareholders over the past period for approving the successful acquisition of new assets from BTS Group. This major achievement will open doors with long-term opportunities for the Company, and solidify the Company’s foundation with high potential, income generating assets being added to our portfolio.

For 2016, global economic growth as a whole is projected to pick up. The U.S., European and Japanese economies showed signs of recovery in the second half of 2015, and their growth momentum is expected continue in 2016. Consumer purchasingpowerhasbenefitedfromtheprolongedperiodoflowinflationandstrengtheningconditionsinlabormarkets.These factors will continue, and will help the service sector become an important economic growth engine in all regions. However, China’s economic slowdown and the falling oil price, impacting oil and commodity exporting economies, may posesignificantriskstotheglobaleconomy.

Nevertheless,IamoptimisticthattheThaigovernment’sinvestmentandfiscalpolicieswillsignificantlystimulatetheconstruction industry and real estate development in Thailand with large-scale public infrastructure projects and targeted support packages. Thailand is strategically placed at becoming the regional center of manufacturing, commerce, tourism, and services. By improving the country’s logistics and connectivity to the AEC and other countries in the region, Thailand willbeamajorbeneficiaryoftheregion’sgreatpotentialanddynamism.

The Company will continue to seek suitable acquisition opportunities or business partners to invest or develop in future projects as the fundamental strategy for business development amidst the economic expansion in Thailand and the region.

OnbehalfofUCityCompanyLimited,Iwishtoexpressmyheartfeltgratitudetoallshareholdersfortheirconfidenceandsupport for the Board of Directors and the management team. I also would like to thank all clients, business partners, governingauthorities,financialinstitutions,andallstaffmemberswhohavedevotedthemselvestoworkinguntiringlyand with utmost determination throughout 2015.

Mr. Sakthip Krairiksh Chairman

U City Public Company Limited

Message from the Chairman of the Board of Directors

1.2 MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

U City Public Company Limited ANNUAL REPORT 2015

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2015 was highly important for us. Of particular note was our major achievement in obtaining new assets from BTS Group by issuing new ordinary shares for the payment of all assets acquired from BTS Group. Through this transaction, BTS Group has become a major shareholder in the Company. The Company has solved the problems in the past and this achievementfurtherboostsconfidenceamonginvestors,andstrengthensitsfinancialstatusintermsofrevenueandcapital. During the year, the Company’s name was also changed to “U City Public Company Limited,” signaling the Company’s new transition forward.

Asforthedirectionin2016,theCompanyplacesfocusonrecurringincome-basedproperties(likehotelsandofficesfor rent) by acquiring operating properties which are a fast–track way of growing our revenue base and secure potential and suitable land for future development. Of the two newly acquired land plots on Phayathai and Mo Chit, we will start developing Phayathai in 2016 as property development for rent, services and hotels while Mo Chit will be developed a year later - these will be big projects for U City.

Lastly,onbehalfofmanagementteam,Iwouldliketothankalltheshareholders,financialinstitutions,businesspartners,and customers for their trust and support. Also, the dedication displayed by the management and employees of U City anditssubsidiariesthroughout2015wasgreatlyappreciated.TheCompanyiscommittedtomaximizingbenefitsforall stakeholders according to our corporate mission.

Mr. Nakorn Laksanakarn

President and CEO


Message from the President and Chief Executive Officer

1.3 MESSAGE FROM THE PRESIDENT AND CHIEF EXECUTIVE OFFICER


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Financial Highlights

STATEMENT OF COMPREHENSIVE INCOME (Baht million) 2015 2014 2013 2012 2011

Operating Revenue 965.2 265.9 186.9 77.0 60.3

Total Revenue 1,258.2 338.6 764.1 816.5 60.3

OperatingGrossProfit 395.3 69.5 40.4 20.4 9.6

EBITDA 57.2 -413.1 458.7 422.5 156.4

EBIT -148.5 -527.8 377.1 395.3 130.6

NetProfitattributabletoownersoftheparent -276.9 -607.7 295.8 376.5 -108.3

Comprehensive Income attributable to owners of the parent -258.2 -606.9 279.1 464.6 -327.5

STATEMENT OF FINANCIAL POSITION (Baht million)

Total Assets 21,995.2 12,785.9 5,686.7 1,701.5 2,068.0

Net Debt -885.1 1,135.7 -272.2 -98.6 814.4

Shareholders’ Equity 19,437.4 10,229.1 4,500.9 921.8 310.8

CASH FLOW (Baht million)

Net cash (used in) operating activities 630.7 -2,272.0 -977.8 -642.8 -237.3

Capital expenditures 1,120.7 305.4 166.4 12.5 11.3

PER SHARE DATA (THB/Share)

Earnings per share (Basic) -0.00055 -0.00288 0.00210 0.00590 -0.00200

Book value per share 0.03875 0.04841 0.03233 0.01435 0.00514

KEY RATIOS

Operating Gross Margin (%) 41.0% 26.2% 21.6% 26.5% 15.9%

EBITDA Margin (%) 4.5% -122.0% 60.0% 51.7% 259.3%

EBIT Margin (%) -11.8% -155.9% 49.4% 48.4% 216.5%

Net Debt to Equity (times) -0.05 0.11 -0.06 -0.11 2.62

Interest Coverage Ratio 9.7 -11.1 -16.3 -3.3 -4.6

ROA (%) -1.6% -6.6% 8.0% 20.0% -4.3%

ROE (%) -1.9% -8.3% 10.9% 61.1% -22.5%

SHARE INFORMATION (as of 31 December 2015)

Par Value (Baht/share) 1.0 1.0 1.0 1.0 1.0

Share Price (Baht) 0.03 0.05 0.05 0.03 0.01

Outstanding Shares(million shares) 561,362.3 361,275.4 180,637.7 66,925.1 60,430.9

Market Capitalization (Baht million) 16,840.9 18,063.8 10,838.3 4,015.5 1,208.6

1.4 FINANCIAL HIGHLIGHTS


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PHAYATHAI PROJECT(Expect to start the construction in Q4 2016)


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Anantara Chiangmai Resort and Spa

Centara Hotel and Convention Centre Khon Kaen

Eastin Grand Sathorn Bangkok


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2THE COMPANY

2.1 BOARD OF DIRECTORS

Mr. Sakthip KrairikshChairman of the Board of Directors

Mr. Chaiwat AtsawintarangkunDirector, Chairman of Audit Committee

And Chairman of Nomination and Remuneration Committee

Mr. Nakorn Laksanakarn President

and Chief Executive Officer

Mr. Sumet Sangsiri Director

Mr. Thavisakdi Tanta-NantaDirector, Audit Committee

And Nomination and Remuneration Committee

Mr. Burin Pusiri Director and Executive Officer

Mr. Surayut Thavikulwat Director

Mr. Manu ManiwatanaDirector, Audit Committee

And Nomination and RemunerationCommittee

Mr. Weerawat Wattanatchariya Director and Executive Office

Mr. Daniel Ross Director

Board of Directors ANNUAL REPORT 2015 U City Public Company Limited

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2.3 ORGANIZATION STRUCTURE

2.2 THE EXECUTIVE MANAGEMENT1) Mr.NakornLaksanakarn PresidentandChiefExecutiveOfficer

2) Mr.BurinPusiri ExecutiveOfficer

3) Mr.WeerawatWattanatchariya ExecutiveOfficer

4) Mr.VoraphotChanyakomol ChiefFinancialOfficer

andChiefOperationOfficer(Acting)

5) Mr.SayamSiwarapornskul ChiefLegalOfficer

6) Ms. Nuttapun Giramethakul Vice President, Accounting Department

Note:On11January2016,Mr.SayamSiwarapornskulwasappointedtobeChiefLegalOfficeroftheCompany.

The Executive Management / Organization Structure

Board of Directors

Chief Executive Officer(CEO)

Chief Financial Officer(CFO)

Chief Legal Officer(CLO)

Chief Operating Officer(COO)

Executive Director(ED)

CompanySecretary

Internal Audit

Accounting Compliance Project Development Executive Office

Legal Property Management

Finance

Information Technology

Procurement

Business Development& Strategic Planning

Acquisition &Structuring

Human Resource &Administrative

Investor Relation &Public Relation

Investment Committee

Audit Committee

Executive Committee

Nomination & Remuneration Committee


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Policy and Overview of Business Operation

2.4 POLICY AND OVERVIEW OF BUSINESS OPERATION

“The Company plans to achieve annual revenues of Baht 10 billion within 5 years”

2.4.1 Targets and Strategies in Business Operation

TheCompanycontinuesits“DevelopmentandManagementforSustainableProfitability”strategy,whichhasbeenimplemented since 2012. The strategy covers real estate developments and project management to boost the potential of existing real estate projects to generate high returns, to administer work effectively and control costs and expenditures properlyinordertomaximizeprofitability,strengthentheCompanyoverthelongrun,ensurethatbusinessoperationsgrow sustainably with quality and resilient corporate assets that adapt to changing trends and cope with economic cycles. The Company sees substantial opportunities in developing real estate projects in high-potential and attractive business locations. The Company seeks to co-operate with strong business partners for joint investments will strengthen our business and unlock synergies.

TheCompany’sshorttermgoalswillbeto:(1)stabilizetheCompany’sfinancialstatusandonacquiringassetsthatcreateimmediate,recurringincomesuchascommercialproperties,officebuildingsforrent,commercialspacesforrent and hotel businesses, (2) focusing on developing new projects on existing land bank, such as Phayathai and Mo-Chit for their long term value potential and (3) actively seeking additional land bank for future development projects, particularly in attractive locations near mass transit lines.

In the long-term, the Company aims to become a leading developer, by growing its market share in the real estate industry. The Company plans to achieve annual revenues of Baht 10 billion within 5 years, by substantially increasing the number of recurring income assets in its portfolio from 3 to 8 properties or more and developing at least 6 real estate projects for sale.

2.4.2 Background and Key Developments

U City Public Company Limited (formerly Natural Park Public Company Limited) was incorporated on 23 June 1988 to operate in the business of full-scale real estate development for rent, service, sale and administration. The Company was listed in the Stock Exchange of Thailand on 15 February 1993 and registered its conversion to a public company on 3 February 1994.

For more than 27 years in real estate development business, the Company has experienced both cyclical ups and downs of the economy. The Company cemented its strategic focus on 20 April 2015, when the Company successfully acquired the businesses of BTS Assets Company Limited (“BTSA”) and Kamkoong Property Company Limited (“Kamkoong.”) by acquiring all ordinary shares of both companies from BTS Group Holdings Public Company Limited (“BTSG”) according to the resolution of the Extraordinary General Meeting of Shareholders No.2/2014 held on 29 December 2014 for a total consideration of Baht 9,404 million via share swap transaction. The Company has issued 200,086,877,212 ordinary shares, with a par value of Baht 1 per share at the offering price of Baht 0.047 per share (representing 35.64% of the total issued shares of the Company), amounting to a total of Baht 9,404,083,229 and the Warrants NPARK-W2 in the amount of 100,043,438,606 units, at no cost, and having the exercise price of Baht 0.047 per share as the consideration required for the acquisition of the businesses of BTSA and Kamkoong from BTSG.

In2015,theCompanyoperatesrealestatedevelopmentbusinessinvarioustypescomprising:


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Policy and Overview of Business Operation

(1) Real estate development for rent, service and hotel business

TheCompanyplacesafocusongeneratingrevenuefromrentsandservicechargesasfollows:

(1.1) Centara Hotel and Convention Centre Khon Kaen

(1.2) Anantara Chiang Mai Resort and Spa

(1.3) Eastin Grand Sathorn Bangkok

(1.4) Natural Park Apartment (Sold to an investor in March 2015)

(1.5) Prospect Development Company Limited - a business of leasing warehouse and factory spaces at a total ratio of 19.81 percent of its registered capital. (The Board of Directors approved the selling of the ordinary shares in the company on 23 March 2015)

(2) Real estate development for sale

The Company started developing projects in 2013 till present. There are project on development and complete forsaleasfollows:

(2.1) Park Ramindra Project - a low-rise condominium with 206 units of the 8-storey building.

(2.2) Park Aran Boulevard Project - a three-and-a-half-storey commercial building with 62 units.

(2.3) Anantara Chiangmai Serviced Suites - a low-rise condominium with 44 units of the 8-storey building. (A joint venture project with Hua Hin Resources Company Limited, a subsidiary of Minor International Group)

(3) New projects (Awaiting for development)

In2015,theCompanyhasnewprojectwhichstillunderdesignandstudyasfollows:

(3.1) Land Bank at Phayathai Project (asset from acquiring Kamkoong Properties Company Limited)

(3.2) Land Bank at Mo-chit Project (asset from acquiring BTS Assets Company Limited)

(4) Under study projects

(4.1) Roi Chak Sam (Aman Resort Hotel Bangkok Project)

(4.2) Land Bank at Bang Kra Chao Project

As at 31 December 2015, the Company had total equity attributable to owners of the Company of Baht 19,436.92 million, increasing by Baht 9,209.98 million or 90.06 percent when compared with the year 2014. This increase resulted from the Company had issued ordinary shares for the acquisition of the business of BTA Assets Co., Ltd. and Kamkoong PropertyCo.,Ltd.on20April2015andanetlossofBaht276.87millionfor2015.SincetheCompanystillhadadeficitofBaht7,555.71million(separatefinancialstatements),theCompanycouldnotdistributeadividendtoshareholdersas per Thai law.


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The Important Developments of the Company in 2015

2.5 THE IMPORTANT DEVELOPMENTS OF THE COMPANY IN 2015 February 2015

• InaccordancewiththeresolutionofExtraordinaryGeneralMeetingofShareholdersoftheCompanyNo.2/2014dated29 December 2014, the Company completed the registration of the increase of registered share capital amount from the registered share capital of Baht 541,913,132,646 to Baht 861,413,132,646 by issuing 319,500,000,000 ordinary shares with par value of Baht 1 per share as submitted to the Department of Business Development, Ministry of Commerce on 11 February 2015.

March 2015

• TheCompany’sdissolutionof3subsidiaryandrelatedcompaniesaspertheresolutionoftheBoardofDirectorsNo.4/2015heldon23March2015having:

• ResolvedtoapprovethesellingoftheordinarysharesinKParkCo.,Ltd(“KPark”)attheamountof49,999shares with par value of Baht 50 per share, equaling to 50% of the paid-up capital at the total price of Baht 2,499,950. Consequently, K Park is no longer a Company’s subsidiary.

• ResolvedtoapprovethesellingofthesharesinN-PARK(US),LLC(“N-PARK(US)”)attheamountof1,000 units with par value of 0.02 USD per unit, equaling to 100% of the paid-up capital at the total price of 200 USD and N-PARK (US) is no longer a Company’s subsidiary.

• ResolvedtoapprovethesellingoftheordinarysharesinProspectDevelopmentCo.,Ltd(“Prospect”)atthe amount of 23,773,998 shares with par value of Baht 10 per share, equaling to 19.81% of the paid-up capital at the total price of Baht 237,739,980. Consequently, the sale of shares in Prospect is considered as a cancellation of the investment in a company with investment proportion of 10% or more of paid-up capital.

• AccordingtotheresolutionoftheBoardofDirectorsNo.5/2015heldon30March2015,theCompanyhasresolvedto dispose of assets and terminate lease contracts in 3 projects, resulting in a gain on disposal of assets of Baht 150.88millionasfollows:

• Disposal of property and assets of The Natural Park Apartments

The Natural Park Apartment project is a residential property for rent with a 30-year lease agreement, due to on expire on 28 February 2018. The Company was obligated to return the land and would incur high demolishing costs upon expiration of the lease agreement. Consequently, the Company has agreed to sell the building and property of the Natural Park apartments at a total price of 140 million baht (including VAT). By selling the lease agreement and buildings at a price higher than their book value, the Company anditsshareholdersstandtobenefitthemostfromthisoption.

• CancellationofleaseoflandatSurawongroad.

The Company has entered into a land lease agreement in 2014, with the total area of 2-0-81.5 R ai, located on Surawong Road, with the lease term of 40 years in total. As the Company believed that the economic conditions were not conducive to launch the project and opted to cancel the project. The Company entered into negotiations to terminate the lease agreement with the lessor, which concluded with all parties agreeing to terminate the agreement and all lease payments and other expenses totaling Baht 28.16 million being returned to the Company.

• Terminationofthecontractofpurchaseandsaleofland“PARKSukhumvit71/77Project”

The Company planned to develop the “PARK Sukhumvit 71/77 Project”, which included condominiums and luxury residential units, located on Sukhumvit Road. Total land area to be acquired was approximately 58 Rai. The Company acquired ownership of some part of the land amounting to7-0-94.7 Rai and entered into


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the agreement to buy and sell an additional part of the land with the seller. However, the seller failed to comply with the agreement for the remaining part of the land. The Company exercised its right to terminate the land purchase contract with the seller, be refunded the deposit, and receive a penalty fee from the seller and the seller agreed to buy back land that the Company acquired ownership previously.

April 2015

• On20April2015,theCompanyhadcompletedtheacquisitionofBTSAssetsCompanyLimited(“BTSA”)andKamkoong Property Company Limited (“Kamkoong”), which engage in the businesses of real estate, by acquiring all ordinary shares of both companies from BTS Group Holdings Public Company Limited (“BTSG”), amounting to a total of Baht 9,404 million. The Company has issued 200,086,877,212 ordinary shares, with the offering price of Baht 0.047 per share (representing 35.64% of the total issued shares of the Company), amounting to a total of Baht 9,404,083,229 and the Warrants U-W2 in the amount of 100,043,438,606 units, at no cost, and having the exercise price of Baht 0.047 per share as the consideration required for the acquisition of the businesses of BTSA and Kamkoong from BTSG.

• Asaresultoftheenteringintothesetransactions,theCompanyhasacquired29,550,000ordinarysharesinBTSA, with a par value of Baht 100 per share, amounting to Baht 6,777,722,029 and 11,000,000 ordinary shares in Kamkoong, with a par value of Baht 100 per share, amounting to Baht 2,626,361,200, having the total value ofBaht9,404,083,229.•

In order to conform with the completion of transactions with BTSG as mentioned above, the Company has completed the registration of the amendment to the paid-up capital, the Memorandum of Association and the Articles of Association to effect the change of Company’s name and seal with the Department of Business Development, the Ministry of Commerce on 20 April 2015 in accordance with the resolutions of the Extraordinary General Meeting ofShareholdersNo.2/2014oftheCompany,heldon29December2014,withthefollowingdetails:

• TheCompanyhasregisteredtheamendmenttopaid-upcapitalfromtheexistingpaidupcapitalofBaht361,275,421,764 to Baht 561,362,298,976.

• TheCompanyhasregisteredtheamendmenttoClause1oftheMemorandumofAssociationoftheCompany to be in line with the change of the Company’s name and change of the Company’s seal, with thedetailsasfollows:

Thainame : บริษัทยูซิตี้จ�ำกัด(มหำชน)

Englishname : UCITYPUBLICCOMPANYLIMITED

TheCompany’sseal :

• TheCompanyhasregisteredtheamendmentstoClauses1,2,4,8,13,23and52oftheCompany’sArticles of Association. Following such amendments, the Company’s Articles of Association of 53 Clauses have decreased to 51 Clauses.

• TheCompanyhasregisteredtheappointmentof3newdirectorsoftheCompany,namely(1)Mr.SumetSangsiri; (2) Mr. Surayut Thavikulwat; and (3) Mr. Daniel Ross, as well as the change of the Company’s authorizeddirectorstobeinlinewiththechangeofdirectorsoftheCompanyasfollows:“AnyoneofMr.Nakorn Laksanakarn or Mr. Weerawat Wattanachariya or Mr. Burin Pusiri to be 3 signing jointly with Mr. Sumet Sangsiri or Mr. Surayut Thavikulwat or Mr. Daniel Ross, totalling two directors, with the Company’s sealaffixed”

The Important Developments of the Company in 2015U City Public Company Limited ANNUAL REPORT 2015

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The Important Developments of the Company in 2015

• On21April2015,ChangeofCompany’stradingsymbolfrom“NPARK”to“U”withtheStockExchangeof Thailand, to be in line with the change of the Company’s name in accordance with the resolution of the Extraordinary General Meeting of Shareholders No.2/2014 of the Company, held on 29 December 2014. The change of Company name and symbol effective on 24 April 2015.

June 2015

• On19June2015,TheCompanyhasincorporatedanewsubsidiarycompanynamed“ProjectGreenCompanyLimited” to operate property development business with registered capital amount at Baht 100,000,000, divided into 1,000,000 ordinary shares with a par value of Baht 100 each.

August 2015

• On3August2015,theCompanyhadmovedtheheadofficetothenewlocationatNo.21,TSTTowerSoiChoeiPhuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok 10900.

November 2015

• On30November2015,theCompanyhasincorporatedanewsubsidiarycompanynamed“PrimeArea38Company Limited” to operate property development business with registered capital amount at Baht 10,000,000, divided into 100,000 ordinary shares with a par value of Baht 100 each.


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Investment Structure of the Company

2.6 INVESTMENT STRUCTURE OF THE COMPANY As of 31 December 2015, the Company’s investments in subsidiaries and associated companies are as follows

Moreover,theCompanyalsohasagroupofnon-operatingsubsidiaryandrelatedcompaniesasfollows:

Non-Operating Companies

Company Shareholding(%)

NHP :NaturalHotelPanwaCompanyLimited 100%

NHSK :NaturalHotelSukhumvitCompanyLimited 71.57%

NPV :NaturalParkVilleCompanyLimited 100%

NRE :NaturalRealEstateCompanyLimited 100%

PO :ParkOperaCompanyLimited 100%

RPM :RicheePropertyManagementCompanyLimited 99.94%

PG :ParkGourmetCompanyLimited 100%


Real Estate Development for Rent, Service and Hotel

Real Estate Development for Sale

100.00%KK

99.30%NHC

100.00%KKP

99.94%NPC

100.00%BTSA 100.00%

NGH

100.00%PRIME-A

100.00%BMP 100.00%

P-GREEN

50.00%MHG HP

JV

100.00%PC

100.00%PHC


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Subsidiaries, Associated Companies and Joint Venture

2.7 SUBSIDIARIES, ASSOCIATED COMPANIES AND JOINT VENTURE Real Estate Development for Rent, Service and Hotel

Company Shareholding% Type of Business Note

KK:KhonKaenBuriCompanyLimited 100.00% Hotel Centara Hotel and Convention Centre Khon Kaen

KKP:KamkoongPropertyCompanyLimited 100.00% Real estate development for Lease, Service and Hotel

Real estate project for rent awaiting development

BTSA:BTSAssetsCompanyLimited 100.00% Hotel Eastin Grand Sathorn Bangkok

BMP:BoonbarameeMettaProperty

Company Limited

100.00% Investment in hotel and

real estate development business by investing in 2 companies, namely:PacificHotelChiangmaiCompany Limited and PacificChiangmaiCompanyLimited

Anantara Chiangmai Resort and Spa

JV:JointVentureofUCityPublicCompanyLimited, Aman Resort Services Limited and Silverlink Holding Limited

Hotel Awaiting land transfer for the development of Aman Resort Hotel Bangkok Project

Real Estate Development for Sale

Company Shareholding% Type of Business Note

NHC:NaturalHotelChaophraya

Company Limited

99.30% Real estate development Bang Kra Chao Project

NPC:NaturalProjectChaophraya

Company Limited

99.94% Real estate development Bang Kra Chao Project

PGreen:ProjectGreenCompanyLimited 100.00% Real estate development Project is under study

PrimeA:Primearea38CompanyLimited 100.00% Real estate development Project is under study

NGH:NPARKGlobalHolding

Company Limited

100.00% Real estate development Project is under study

MHGNP:MHGNPARKDevelopment

Company Limited

50.00% Real estate development Development in progress for real estate development for sale


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General Information and Other Key Information

Relationship with Major Shareholders

Thecompanyhasnosignificantbusinessrelationshipsincompetitionwithbusinessesofmajorshareholder’s.AlthoughBTSG owns business or property developments for sale and lease which are in the same category as the Company’s business, as a whole the differences in project type, target customers and the location of the projects do not create a significantconflictofinterestorbusinesscompetition.

TheCompany’smanagementandBTSGareawareofthepotentialofaconflictofinterestandbothwillmonitorandfindacommonapproachtopreventconflictsofinterestforthebenefitofboththeCompanyandBTSG.

2.8 GENERAL INFORMATION AND OTHER KEY INFORMATION 2.8.1 General Information about the Company

Company U City Public Company Limited CompanyRegistrationNumber 0107537000459 Nature of Business Real estate development for rent, service and sale HeadOfficeandBranchOffice Location 21 TST Tower, Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon Sub-district, Chatuchak District, Bangkok10900, Thailand Telephone +662 273 8838 Fax +662 273 8858 Website http://www.ucity.co.th RegisteredCapital Baht 861,413,132,646 Paid-UpRegisteredCapital Baht 561,362,298,976 NumberofIssuedCommonShares 861,413,132,646 shares Shares Offered 561,362,298,976 ordinary shares at a par value of 1 Baht per share Warrants(U-W1) 180,637,710,882 units Warrants(U-W2) 100,043,438,606 units

AuditorsoftheCompanyforFinancialStatementYear2015 Auditors’Names Mr.NarongPuntawong,CertifiedPublicAccountNo.3315and/or

Ms.SirapornOuaanunkun,CertifiedPublicAccountNo.3844and/or Mr.SupachaiPhanyawattano,CertifiedPublicAccountNo.3930 OfficeName EYOfficeCompanyLimited Location 33rdFl,LakeRajadaOfficeComplex,193/136-137RajadapisekRd, Klongtoey District, Bangkok 10110

Telephone +66 2 264 0777

Fax +66 2 264-0789-90


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2.8.2 General Information of the companies in which the Company holds more than 10%

BusinessofRealEstateDevelopmentforRent,ServiceandHotel

No CompanyName OfficeLocation Shareholding(%)

Paid-up Capital

RegisteredCapital

Shares Offered

Par Value

1 Khon Kaen Buri Com-pany Limited - Hotel business

999 Moo 4 Prachasamosorn Road, Nai Muang Sub-district, Muang Khon Kaen District, Khon Kaen ProvinceTelephone 043 209-888Fax 043 209-889

100.00% 800,000,000 800,000,000 8,000,000 100

2 Npark Global Holding Company Limited - Real estate business

21 TST Tower, Choei Phuang, Viphavadi-Rangsit Road, Chomphon Sub-district, Chatuchak District, Bang-kok10900Telephone +662 273 8838Fax +662 273 8858

100.00% 1,000,000 1,000,000 10,000 100

3 Boonbaramee Metta Propety Company Lim-ited. – Hotel and Real estate business

21 TST Tower, Choei Phuang, Viphavadi-Rangsit Road, Chomphon Sub-district, Chatuchak District, Bangkok10900Telephone +662 273 8838Fax +662 273 8858

100.00% 700,000,000 700,000,000 7,000,000 100

4 BTS Assets Company Limited. – Hotel and Real estate business


100.00% 2,955,000,000 2,955,000,000 29,550,000 100

5 Kamkoong Property Company Limited. – Real estate business


100.00% 1,100,000,000 1,100,000,000 11,000,000 100

*:Investmentinhotelandrealestatedevelopmentbusinessbyinvestingin2companies,namely:1) PacificHotelChiangmaiCompanyLimited,havingBaht600millioninregisteredandpaid-upcapital,ataparvalueofBaht100each,Pacific

Hotel Chiangmai Company Limited operates a hotel business under the name of “Anantara Chiang Mai Resort & Spa Hotel”.2)PacificChiangmaiCompanyLimitedhavingBaht200millioninregisteredandpaid-upcapital,ataparvalueofBaht100each,Pacific

ChiangMaiCompanyLimitedoperatesabusinessofleasinglandandstructurestoPacificHotelChiangMaiCompanyLimited


17


BusinessofRealEstateDevelopmentforSale

No CompanyName OfficeLocation Shareholding(%) Paid-upCapital Registered

CapitalShares Offered

Par Value

1 Natural Hotel Chaophraya Company Limited - oper-ates a business of real estate development


99.30% 100,000 100,000 1,000 100

2 Natural Project Chao-phraya Company Limited - operates a business of real estate development


99.94% 1,000,000 1,000,000 10,000 100

3 Project Green Com-pany Limited - operates a business of real estate development


100% 100,000,000 100,000,000 1,000,000 100

4 Prime Area 38 Com-pany Limited - operates a business of real estate development


100% 10,000,000 10,000,000 100,000 100

** On 11 February 2016, the Board of Directors of Project Green Limited approved the increase of the paid-up share capital from the shareholders of the Company from paid-up Baht 75 per share to fully paid-up Baht 100 per share. The additional paid-up Baht 25 per share will raise an additional Baht 25 million for general business purposes. This implemented successfully on 16 February 2016.

Joint Venture



Par Value

Joint Venture of U City Public Company Limited, Aman Resort Services Limited and Silverlink Holding Limited

AnAssociatedCompany



Par Value

1 MHG NPARK Develop-ment Company Limited, is to property development

16floorBerliJuckerhousr,99Soi Rubia Sukhumvit 42 Road, Kwaeng Phhrakanong Sub-dis-trict, Klongtoey District, Bangkok

50.00% (remainly 50%

by Hua Hin Resort Limited)

100,000,000 100,000,000 10,000,000 10


18


Non-OperatingCompanies



Par Value

1 Natural Hotel Panwa Com-pany Limited is to operate a hotel business

5/3Moo8YonBay-KhaoKhardRoad, Wichit Sub-district, Muang Phuket District, Phuket Province

100.00% 143,000,000 143,000,000 1,430,000 100

2 Natural Hotel Sukhumvit Company Limited is to operate a hotel business

555/5 Soi Sukhumvit 63 (Ekamai), Sukhumvit Road, Klongton Nua Sub-district, Wattana District, Bangkok

71.57% 41,352,750 150,000,000 1,500,000 100

3 Natural Park Ville Com-pany Limited is to operate a management business


100.00% 43,000,000 43,000,000 430,000 100

4 Natural Real Estate Com-pany Limited is to operate a real estate development business


100.00% 33,000,000 33,000,000 330,000 100

5 Park Opera Com-pany Limited is to operate a real estate development business


100.00% 22,555,000 50,000,000 5,000,000 10

6 Richee Property Manage-ment Company Limited is to operate a real estate development business


99.94% 1,000,000 1,000,000 10,000 100

7 Park Gourmet Company Limited is to operate a restaurant business


100.00% 25,000,000 50,000,000 500,000 100


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2.8.3 Capital Structure

Company’s Securities

Asat31December2015,theCompany’sregisteredcapitaldetailisasfollows:

Registered Capital Baht 861,413,132,646

Paid-Up Registered Capital Baht 561,362,298,976

Number of Issued Common Shares 861,413,132,646 Shares

Par Value 1.00 Per Share

Shareholders

Thefirst10shareholdersandthenumberandpercentageofsharesinformationfromthebookclosureasof30December2015

Name–Surname/Company NumberofShares(shares)

%Shareholding

1. BTS GROUP HOLDING PLC. 200,086,877,212 35.643

2. CITIGROUP GLOBAL MARKETS LIMITED-PB Client – NRBS Collateral 57,945,182,800 10.322

3. Mr. Wanchai Panwichien 16,000,000,000 2.850

4. UOBKAYHIAN(HONGKONG)LIMITED-ClientAccount 12,181,939,765 2.170

5. Mr. Somkiet Chatsakulwilai 9,377,091,572 1.670

6. Mrs. Sukalaya Thongphun 9,005,375,650 1.604

7. Thailand Securities Depository Company Limited 8,383,487,181 1.493

8. Mr. Komol Jungrungreangkit 7,034,542,672 1.253

9. Mr. Thongplew Siripornpitak 5,195,854,122 0.926

10. Mr. Chaiyan Chakarakul 4,900,489,608 0.873

Totalsharesofthefirst10shareholders 330,110,840,582 58.804

Other 231,251,458,394 41.196

Total 561,362,298,976 100.00

The Other securities

WarrantstopurchaseordinarysharesofUCityPublicCompanyLimitedNo.1(U-W1)

The Extraordinary General Meeting of Shareholders No.1/2014 held on 16 September 2014 approved the issuance and offer the warrants representing the right to purchase ordinary shares of the Company No.1 (“U-W1”) to existing shareholderwithfreeofcharge.DetailofU-W1asfollows:

• TheNumberofUnitsIssued: 180,637,710,882units • AllocationRatio: 1newordinarysharesper1unitofWarrant • TypeofWarrants: Transferablenamedcertificate • TermofWarrants: 5yearsfromissueddate(7November2014)and able to exercise their Warrants after 2 years from the Date of Issue of the Warrants with no limit of units.


20


• ExercisePeriod: Onthelastbusinessdayofevery3months,March, June, September and December of each year through the maturity date. • FirstExerciseDate: 30December2016 • LastExerciseDate: 6November2019. • ExercisePrice: Baht0.06pershare* • ListedtoSET: 1December2014* Unless the exercise ratio and/or the exercise price are adjusted otherwise pursuant to any adjustment of rights according to Terms and Conditions of Warrants.

WarrantstopurchaseordinarysharesofUCityPublicCompanyLimitedNo.2(U-W2)

The Extraordinary General Meeting of Shareholders No.2/2014 held on 29 December 2014 approved the issuance of U–W2 to BTS Group Holdings Public Company Limited (“BTSG”) as the consideration for the purchase price of all ordinarysharesofBTSAssetsCo.,Ltd.andKamkoongCo.,Ltd.DetailsofU-W2asfollows:

• TheNumberofUnitsIssued: 100,043,438,606units • AllocationRatio: 2newlyissuedordinarysharesto1unitofthewarrants • TypeofWarrants: Specifiednamesoftheholders* • TermofWarrants: 5yearsfromissueddate • ExercisePeriod: Onthelastbusinessdayofevery3months,March,June, September and December of each year through the maturity date. • FirstExerciseDate: 30December2016 • LastExerciseDate: 6November2019. • ExercisePrice: Baht0.047pershare** • ListedtoSET: NotlistedinSET* Transferable under the restriction that the Company shall not register any transfer of the warrants if such transfer may effect to nature of the Private Placement offering scheme.** Unless the exercise ratio and/or the exercise price are adjusted otherwise pursuant to any adjustment of rights according to Terms and Conditions of Warrants.

Dividend Policy

TheCompany’sdividendpolicyistopaytoshareholdersnotlessthan30percentofnetprofitasstatedintheCompanyOnlyfinancialstatementsafterdeductionofreserves,asdeterminedintheMemorandumofAssociationoftheCompanyand Thai law. Nonetheless, the dividend payment will incorporate the following factors such as the performance and financialpositionoftheCompany,liquidityoftheCompanyinbusinessexpansionandotherfactorsrelatedtomanagingtheCompany. The dividend payment is subject to approval by the shareholders and the Board of Directors of the Company.


21

3BUSINESS OVERVIEW

Nature of Business Operation

3.1 NATURE OF BUSINESS OPERATIONRegistered capital of U City Public Company Limited as at 31 December 2015 amounted to Baht 861,413.13 million in total and paid-up capital amounted to Baht 561,362 million. The Company operates a business of real estate development in various types, covering

(1) Real estate development for rent, service and hotel business

(2) Real estate development for sale

(3) New projects (Awaiting for development)

(4) Projects under Study

Real estate development for rent, service and hotel

In the business of real estate development for rent, service and hotel focus on generating revenue from rents and service charges.Theprojectsinthisbusinessgroupare:

Hotel Business

(1) Centara Hotel and Convention Centre Khon Kaen

(2) Anantara Chiang Mai Resort and Spa

(3) Eastin Grand Sathorn Bangkok

1.Centara Hotel and Convention Centre Khon Kaen

Location 999, Moo 4, Prachasamosorn Road, Nai Muang Sub-District, Muang District, Khon Kaen 40000 (next to Khon Kaen Government Centre)

Size of property 12-1-36.9 Rai

Type of hotel 4-star city resort with a 4000 sq.m., largest convention hall in Khon Kaen Province

Projectowner Khon Kaen Buri Company Limited

Managedby Centara Hotel and Resort Group

Business potential Khon Kaen is the center of trade, administration and communication of the Northeastern region and connects the region with the Mekong River. The hotel has the largest convention hall in the city, enabling us to be No. 1 in the Northeast for meetings and seminars at regional and international levels.


22


Detail of property One tower with 12-storeyGuest room:196roomkeys,allroomsaredesignedwithlocalarchitectureandreflectIsanculture comprising

• Superior room • Deluxe room • Junior suites • Executive suites • Royal suite

ConventionRoom:Functionareascomprising:• Conventionhall: spanning over 2,000 sq.m with capacity for up to 2,500 attendees

seated theatre-style. The conventional hall is divisible into three smaller sections of fairly similar size in addition to a pre-function area of 465 sq.m.

• PrachasamosornBallroom: With capacity to accommodate 370 to 740 persons.• RatchaphreukMeetingrooms1-6: With capacity to accommodate 70 to 200 persons.

Other hotel features:• TheGlob - the hotel’s all-day dining restaurant serving delectable Asian fares and the

best of International cuisines as well as extensive buffets in a crisp décor Asian and international restaurants.

• JuFang - offering fantastic food and Hong Kong specialties for lunch and dinner and guarantees a distinctive dining experience reminiscent of this exciting city.

• Wok & Grill-aculinarydelightforeveryonewithavarietyofflavorsandcuisinesonofferrangingtangyIsaanrecipestoInternationalandAsianfavoritesSpa,fitnesscenter, swimming pool

• LondonInn-Locatedonthegroundfloor,LondonInnofferssnacksandrefreshmentsin a typical and welcoming Pub atmosphere.

• EncoreKaraoke- Piacere Karaoke is the ideal venue for those who would like to gather up, enjoy a Karaoke experience, or simply sipping cocktails in an exciting ambience.

• Zing-Situatedonthehotelgroundfloor,thiscafeanddeliwillsatiateanyimaginablecraving for an early espresso, afternoon savory snack or crisp pastry.

• Outdoor swimming pool with dedicated pool bar • CensebySPACenvaree• CenfitFitnessCentre• Shuttle bus service to Central Plaza Khon Kaen • Full facilitates for business and leisure

Averageoccupancyrate

60.46 % during January-December 2015

Distributionchannels • Group Corporate 36%• Internet (Direct & OTA) 28%• Government 12%• Others 24%

2. Anantara Chiangmai Resort and Spa

Location 123 Charoenprated Road, Changklan, Muang Chiangmai, Chiangmai 50100

Size of property 7-0-91 Rai

Type of hotel Spa resort hotel surrounded by greenery courtyard and garden, facing Mae Ping River.

Projectowner PacificHotelChiangmaiCompanyLimited


23


Managedby Anantara Hotel Resort and Spa

Business potential Anantara Chiangmai Resort and Spa, the luxurios hotel on Ping Riverside in the heart of Chiangmai city, close to Night Bazaar market and Chiangmai International Airport. The area of hotel used to be the old British Consulate where was built in 1920. When transforming to the hotel, the original structure of the building, that is distinctive and colonial style, has been still preserved by redesigning of the new building matching with the old consulate building in order to maintain their unique charm to the place.

Detail of property Low-rise4-storeybuildingcomprising:Totalguestroom:84roomkeys,eachroomtypeemphasizesonelegance,beauty,andlargespace in order to feel bright with large balconies that can facilitate the guests to see the greenery areaandviewofPingRiverthatflowsthroughtheresortcalmly.4roomtypesconsistingof

• Deluxe room• Deluxe river view• Casara suites• Casara river view suites

Conferenceroom:Eachroomconsistsofequipmentandamenities.• Board room, 17 sq.m., accommodate up to 12 persons with rectangle around the table.• Meetingroom, 55 sq.m., accommodate small seminar starting from 30 persons with

U-shaped table up to 49 persons with theater style.Otherhotelfeatures:

• TheService1921RestaurantandBar – Contemporary Thai, Sichuan and Vietnamese Cuisine including wines cellar from all over the world.

• TheRestaurant – all day dining serving international buffet and a le carte.• TheHealthClub-fitnesscenter,swimmingpoolandAnantaraSpa.• CasaraClubLounge – Exclusive service for Casara’s guest room• DinebyDesign – Private dining for special occasions.• SignatureTeaExperiences• SpiceSpoons – Anantara cooking school


83.79% during January-December 2015

Distributionchannels

• Wholesale 35%• Discount 21%• Retail 19%• Others 25%

3.Eastin Grand Sathorn BangkokLocation 33/1SouthSathornRoad,Yannawa,Sathorn,Bangkok

Size of property 2-1-57 Rai

Type of hotel

Premier 5 stars city hotels in Bangkok, offering guests the highest level of comfort and luxury while exploring this vibrant city.

Projectowner BTS Assets Company Limited

Managedby Absolute Hotel and Services

Business potential This deluxe property is located in the Sathorn business district, with its own direct access to the BTS Sky Train system at Surasak Station. It is unique in being the only hotel in Bangkok literally bringing the city to the doorstep.


24


Detail of property Totalguestroom: 390 room keys. All rooms and suites are decorated for the comfort of both leisure and business travelers. 6 room types consisting of

• Superior • Superior Sky• Executive Superior Sky• Executive Deluxe• Junior Suites• Premium Deluxe

Conference&Meetingroom:Locatedonfloor11,12and33.Allfunctionroomhasarangeoffacilitiestosuitawidevarietyofmeetings and events with a capacity of 20 to 600 guests.

• The Siam and Sathorn – Small boardroom, accommodate function from 10 to 12 persons • Wuthakard,Phonimit,WongwianYaiandKrungthonburiRoom - Small boardroom,

accommodate the function from 14 to 40 seats.• Ratchadumri,SaladaengandChongnonsiRoom (size 96.6 sq.m) - accommodates

functions for 30 to 100 seats • The Surasak Ballroom (size 612 sq.m) – Room can be separated into 3 rooms for private

functions and can accommodate functions for 30 to 600 guests.Otherhotelfeatures:

• LUCE–StylishoriginalanduncomplicatedItaliancuisineandafineselectionofwinesfrom Frescobaldi.

• The Glass House – all day dining venue offers an international buffet • ChefMan – an authentic Cantonese cuisine, specialties in dim sum menu.• Swizzles – Presenting a full range of international wines and spirits, beers, refreshing

cocktails,thefinestcoffeesandteasandaselectionofhomemadetapasandtemptingsnacks.

• Spa Fitness Swimming pool and Kid’s Club


85.25% during January-December 2015

Distributionchannels

• Online Travel Agent (OTA) 44%• Wholesale 28%• Corporate 11%• Others 17%

Real estate development for sale

The Company had started developing projects in 2013 under the name “PARK” series. The focus is to offer a residence that close to nature under the concept of “Living Close to Nature”. In 2014, the Company launched “PARK Aran” a shop house and condominium project. The project is a combination of residential and commercial buildings in Sa kaeo province.

Project/Typeofproject Projectlocation Land ownership

Projectarea (Rai-Ngarn-Wahsquares)

Numberofunits

Projectvalue(Baht)

Progress

asat31Dec15

PARK Ramindra /Condo Ramindra Company 2 –1 –14.2 206 345 million 99%1

PARK Aran Boulevard Aranyaprathet Company 5-0-17.75 62 558 million 100%2

PARK Aran Condo Aranyaprathet Company 6-0-50-50 514 250 million withheld 3

Remark:1. PARK Ramindra Condo – Construction will complete in April 2016. Expected to complete all sale and acknowledge project revenue in 2016.2. PARK Aran Boulevard – 17 units available for sale. Expected to complete all sale and acknowledge project revenue in 2016.

3. PARK Aran Condo - the company withheld project development and returned all down payments to buyers.


25


1. PARK RamindraLocation Ramindra Road, Soi 47, Tha Raeng Sub-district, Bang Khen District, BangkokSize of property 2 –1 –14.2 RaiProjecttype Low-rise condominium with parking space for 86 cars (representing 41% of total units).Roomtype Studio with 1 bedroom and 1 bathroom, with the area of approximately 29.45-36.50 sq.m per unitBusiness potential Located on Ramindra Road and near educational institutions, department stores and the airport.

Residents can conveniently commute on nearby expressway entry and exit points. In the future, future mass transit lines (Pink and Grey line) will pass through the nearby area.

Projectvalue Baht 345 millionCurrentstatus Expected to complete construction in April 2016 and the Company should recognize project

revenues by the end of 2016.Targetedclientgroups

The targeted customers of the Park Ramindra Project are in the age range of 25-35 years, the white-collar or freelancers earning approximately Baht 20,000-35,000, single, trendy and oriented tocondominium-livingwhichfitsmodernlifestyle.

Sales and distributionchannels

The only sale channel is through agency.

PARK Aran Project

The project is located in Aranyaprathet, Sa Kaeo Province. Which is closed to Klong Luk Immigration Checkpoint at the border, Thailand - Cambodia, which is an area with high economic potential. As a special economic zone. The company designedtheprojectconsistingoftwoparts:(1)CommercialProjectand(2)ResidentialProjectasfollows.

2. PARK Aran Boulevard

Location Moo 7, Sri Pen Road, Pa Rai District, Aranyaprathet District, Sa Kaeo Province

Size of property 5 –0 –17.75 Rai

Projecttype Commercial building with 62 units included 62 parking space (1 car per 1 building).

Unit type 3.5-storey commercial building on an area of 16 sq. wah with living area of 163 sq.m.

Business potential The project is located in Aranyaprathet, Sa Kaeo Province. Which is closed to Klong Luk Immigration Checkpoint at the border, Thailand - Cambodia, which is an area with high economic potential.

Projectvalue Baht 558 million

Currentstatus Construction was completed. 100% as of December 31, 2015

Targetedclientgroups

The remaining 17 units are available for sale until present and the Company should recognize remaining revenue by the end of 2016.

Sales and distributionchannels

Target customer of the Park Aran project is group of investors, business owners, aged between 30-45 years old with earning between Baht 20,000-80,000 per month who have business around the border.


26


3. PARK Aran Condo

Location Moo 7, Sri Pen Road, Pa Rai District, Aranyaprathet District, Sa Kaeo Province

Size of property 6 –0 –50.7 Rai

Projecttype Low-rise condominium with parking space for 185 cars (representing 30% of total units).

Roomtype Furnished studio with 1 bedroom and 1 bathroom, with an area of approximately 29-30 sq.m.

Keysellingpoint The project is located in Aranyaprathet, Sa Kaeo Province. Which is closed to Klong Luk Immigration Checkpoint at the border, Thailand - Cambodia, which is an area with high economic potential.

Projectvalue Baht 250 million

Currentstatus Theprojectwasofficiallylaunchedon16January2014.Salesasattheendof2014were62%of total units. However, the Company has seen an economic slowdown in Aranyaprathet District area and decided to withhold project development and return all down payments to customers.

Products and Services Provision (1) Procurement of Main Raw Materials

The main raw materials for the Company’s property development business are land and construction materials. The Company gives particular attention to project location and potential land must be located where public utilities are available. Land procurement approval process goes through a working team (comprising the Research, Design and Data Collection Division; Construction Management Division; Sales and Marketing Division and Assets Development Division) which considers location and development potential. Land acquisition is made either from direct contact with owners or through agents for the Company’s best interest.

Construction materials for the project are procured directly by the project contractor, except for high-priced materials required in high volumes or where quality and style must be controlled to meet the Company’s desirable standard.Inthesecases,theCompanywillhandletheprocurement.Thisway,theCompanybenefitsfrommanaging cost of construction materials through bulk purchase. The Company has a policy to mitigate the risk offluctuatingconstructionmaterialpricesbyenteringintoacontractwiththeprojectcontractoronprocurementofconstructionmaterialssuchassteelforconcretereinforcements.Underthecontract,thecontractorfixestheprices of such materials at the same rate until project completion. This enables the Company to control prices andmitigatetheriskofsteelpricefluctuation.Giventhehighvolumeofsteeltobeprocured,theCompanycannegotiate prices and reduce construction costs below estimates.

(2) Production Process and Technology

Currently, the Company selects a production system that suits each project type’s requirements for swiftness and competitiveness. The Company hires external contractors to construct our projects. Most contractors are medium to large scale in order to ensure quality of work per the Company-set standard. The Company has a contractor selection regulation and process. Contractors are considered based on their expertise, experience and readiness.

Allstepsareimportant,startingfromtheselectionofexperiencedcontractors.TheCompany’sefficientworkingteam coordinates closely with contractor. The Company selects well-known construction standards and quality. During construction, the Company assigns a team of engineers and foremen to oversee that every step of construction works meets our standard. The Central Standard Control Unit and engineer consultant monitor and ensure construction standard of every project. Training and study tour are offered to our team of engineers and foremen. Manuals on construction and construction work inspection process are handed out to the Company’s’ working teams and contractors.


27


Environmental Impacts

The Company treats environmental impact requirements seriously and strictly abides by relevant rules and regulations so that the Company’s projects are standardized and sustainably developed. In practice, the Company commissionsanadvisoryfirmtoconductanenvironmentalstudybeforeapplyingforaconstructionpermit.Inaddition, the Company has environmental control mechanisms during construction. As a result, projects are constructed lawfully and the Company is able to control operations conveniently and swiftly.

Works Not Delivered

As at 31 December 2015, the Company has obligations to deliver to condominium buyers as set out in the sale and purchase contracts, totaling 1 project, i.e. the Park Ramindra Project, totaling 64 rooms, worth Baht 107,582,000.

New project (Awaiting for development)

1. Phyathai ProjectLocation Closed to BTS Phayathai Station and SRT Airport Link Phayatai StationSize of property 6 – 2 – 31.4 RaiBusiness potential Surroundingarea:

• North – Closed to SRT land plot.• East – Facing Phayathai road, BTS Phayathai Station and SRT Airport Link Phayathai

Station • South – Phayathai Plaza Building• West – Local residential

Transportation:• At the connection of BTS and SRT Airport Link• SRT Eastern Line Station• Other public transports

Otherfeatures:• Close to Business and shopping centers. Ie. Siam Square, Ratchaprasong, Victory

Monument Detailoftheproject A 50 levels mixed use complex building with total space around 100,000 Sq.m.

1. Retail and commercial space2. Officespace3. Hotel with hotel room, meeting and function room4. Parking space

Constructioncost Baht 6,000 millionCurrentstatus OnfinaldesignstageandgetEIAapprovalProjectschedule Construction will start in Q4 2016 and take 44 months to compete the construction.Note Completion Period – Q4 2020


28


2. Mo Chit ProjectLocation Closed to BTS Mo Chit Station and MRT Chatuchak StationSize of property 11-0-44.8 RaiBusiness potential Surroundingarea:

• North–ClosedtoTMBHeadOffice• East – Closed to Choei Phuang Market • South – Closed to the Line Jatuchak Condominium and BTS Mo Chit Station• West – Access to Phaholythin road and Chatuchak Park.

Transportation:Connection of BTS and MRT Line and other public transportsOtherfeatures:Closetomanyleadingcorporateheadoffices,shoppingcentersandeducationalinstitutes.

Detailoftheproject 2towerofmixedusebuildingwithtotalspacearound100,000sq.mcomprising:1. Retail and commercial space2. Officespace3. Hotel with hotel room, meeting and function room4. Parking space

Constructioncost Baht 6,000 millionCurrentstatus Under design process and feasibility study. Projectschedule Expect to start the construction in Q2 2017 and take 42-48 months to compete the construction.Note Detail of project may be changed to suit with the market condition.

Projects under Study

1. Bang Krachao Land ProjectLocation The project is situated in Bang Namphueng Sub-district, Phra Pradaeng District, Samut Prakan

Province And Bang Na Sub-district, Phakanong Distrct, Bangkok. Size of property Encompassing a total area 309-1-17.2 Rai

• Registered under Natural Project Chaophaya Company Limited total 275 plots, total are 205-1-28.6 Rai

• Registered under Natural Hotel Chaophaya Company Limited total 40 plots, total area 103-3-88.6 Rai

Business potential Located on the Chao Phraya River Riverside. At the center of the open land is a large lake surrounded by pristine natural landscape.

Detailofproject Under studyCurrentstatus In the process of land development

2. The Aman Resort Bangkok HotelLocation Soi Charoen Krung 36, Bang Rak District, BangkokSize of Property 6-1-37 RaiBusiness Potential Located on the Chao Phaya Riverside Detailofproject A 5 star boutique hotel project feature with luxurious facilities. The design has been made under

the Heritage Development concept focusing on the harmony between the ancient building - Neo-Classical Style- and the new buildings which have carefully been designed to enhance the magnificenceoftheancientsite.

Constructioncost Baht 1,500 – 2,000 millionCurrentstatus The project is on hold awaiting site handover from Treasury Department


29

Industry and Business Overview

3.2 INDUSTRY AND BUSINESS OVERVIEW Hotel Industry

International tourism arrivals for the year reached the highest level on record at 29.9 million visitors and has shown remarkableresiliencetoexternalfactorssuchasaslowdowninglobalGDPgrowthand3terroristattacks:thebombattack on BTS Siam station on 2 February 2015, a car bomb attack on Koh Samui island on 11 April 2015, and the deadliest of which, being the bomb attack on Erawan shrine and Saphan Thaksin on 17 August 2015.

Growth in tourism arrivals was largely attributed to Chinese and Malaysian tourists who made up 81.1% of the growth in arrivals, whereas Russian tourists saw a sharp decline of 45.0% due to the collapse in the value of the Ruble, oil and gas prices.

InternationalTouristArrivalstoThailand

Source: Department of Tourism, Ministry of Tourism and Sports of Thailand

The increase in international tourism arrivals has had a positive effect on overall average room rates and occupancy, having shown sizeable improvement from the previous year with average overall room rates growing 4.2% and occupancy rates increasing by 6.1%.

AnnualAverageRoomRateandOccupancyRateforThailandOverall

Source: Bank of Thailand

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 20150.0

5.0

10.0

15.0

20.0

25.0

30.0

35.0

11.513.8 14.5 14.6 14.1

15.9

19.222.4

26.524.8

29.9

Total Others Russia Malaysia China Total Tourist Arrivals to Thailand

ล้านคน

ตัวเลขนักท่องเท่ียวเดินทางเข้าประเทศไทย

2548 2549 2550 2551 2552 2553 25582557255625552554

จำนวนนักท่องเท่ียวท่ีเดินทางเข้าประเทศไทย

จีน มาเลเซีย

รัสเซีย อื่นๆ


30


The Baht has been largely supportive of the tourism industry for the year, having weakened relative to the United States Dollar(USD)andChineseYuan(CNY),makingtripsrelativelycheapertoalargeproportionoftourists.Inaddition,hotelsbenefitfromtheweakerBaht,asmanypricetheirroomratesinUSDandCNYtoChinesetouroperatorsbutoperate in Baht, translating to higher Baht room rates at the same operating cost. On the other hand, tourists from the Eurozone experienced some depreciation in the Euro (EUR) to the Baht, though compared to regional peers, this effect was relatively benign.

BahtExchangeRatestoMajorTouristCurrencies(USD,EUR,CNY)

Source: Bloomberg

Key Trends in the Tourism Industry

International tourist arrivals are expected to continue to grow in 2016 with the Tourism Authority of Thailand forecasting total tourism arrivals at 32 million visitors in 2016 and tourism revenue at Baht 2.4 trillion, up 7% and 8%, respectively from 2015.1 Moreover, the government has been increasingly active in promoting domestic tourism, by offering tax deductions2 and creating marketing and promotional campaigns3.

As a travel destination, Bangkok retains its number one ranking since 2013 in overnight visitors according to MasterCard’s AsiaPacificDestinationsIndexin2015.PhuketandPattayaalsomadethelistseparatelyat5thand8thplace,respectively- a strong indicator of Thailand’s continuing attractiveness as a travel destination.

Airport over-crowding issues at major airports in Thailand are being addressed, with the soft-launch opening of Don Muang’s Terminal 2 on the 24 December 2015, which is scheduled to begin full operations in February with an additional handling capacity of 11.5 million passengers per year - bringing total handling capacity to 40 million passengers. In addition to this, construction is expected to begin in June 2016 on Phase 2 expansion of Suvarnabhumi Airport to increase handling capacity to 60 million passengers per year from the current capacity of 45 million passengers per year.

Despitetheglobalfinancialcrisisin2008/2009andthepersistentlyweakanduneveneconomicgrowthinitsaftermaththat continues to affect the global economy today, the outpacing of growth in travel and tourism to GDP growth has shown itself to be a powerful trend that is expected to persist, supporting the tourism and hospitality industry globally with relatively higher growth to other sectors.

1 http://www.reuters.com/article/thailand-economy-tourism-idUSB7N0YV01D20160111

2 http://www.bangkokpost.com/business/news/862432/ministry-moves-to-raise-expense-deduction

3 http://www.bangkokpost.com/travel/tourists-and-expats/826056/thailand-domestic-tourism


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WorldGDPGrowthvsGrowthofInternationalVisitorArrivalsandSpendat132Destinations

Source: MasterCard Global Cities Destination Index 2015

Given Thailand’s resilience and attractiveness as a global travel destination, strong government support for tourism and a global trend that has seen an explosion of international travel, the tourism and hospitality sector is expected to growdespitechallengestosecularGDPgrowthandwithfiscalandmonetarypolicyoptionsavailable,Thailandhasthecapacity to stimulate if necessary during unexpected negative events.

Property Development Industry

Thailand’s economy in 2015 experienced low economic growth as a result of tepid export growth (which accounts for over 60% of GDP4), low market prices for agricultural goods, lackluster investment growth and weak private consumption. Banks have tightened lending standards, resulting in lower than average credit growth. According to CB Richard Ellis, developers with projects in the midtown or suburban areas have seen the most stress, while banks are more reluctant to provide project loans to smaller developers. Mass market projects whose buyers are in the lower-to-middle income segmentwouldfinditincreasinglydifficulttotransfertheirunitsduetotighterlendingstandards.

TotalYear-on-YearHousingCreditGrowth

Source: Bank of Thailand

4 http://www.reuters.com/article/us-thailand-economy-cenbank-idUSKBN0O30E920150518


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Given this backdrop, condominium launches saw a particularly sharp decline of 31.1% year-on-year from 50,100 to 34,518units,thedropmainlyfromthemassmarketsegment.Yetconversely,theyearsawsuperluxurycondominiumproject launches being able to achieve record-breaking prices and high sales rates because they meet key expectations oflocation,quality,designandspecificationsoftheirtargetcustomers.

NewCondominiumLaunchesinBangkok

Source: Colliers International

However,thereremainsignificantopportunitiesfordeveloperswithstrategicfocusandcompetitiveadvantages.Condominiumlaunchesnearmasstransitcontinuetoshowcontinuouslyincreasingprices,whicharesignificantlyhigherthan overall condominium prices (Condominium Price Index). Compounded Average Growth Rate (CAGR) of prices for newly launched units within 200 meters and between 201 meters and 500 meters have shown growth of 24.0% and 13.4%, respectively compared to only 9.8% for projects launched at over 1,000 meters (no longer considered near mass transit lines) and the broader gauge of overall condominium prices showing growth of only 6.8%.

ComparisonofAverageSellingPriceofNewlyLaunchedCondominiumUnitsNearBTStoAverageCondominiumPrices

Source: Colliers International, Bank of Thailand


33


Key Trends of the Property Development IndustryIn spite of sluggish economic growth, the Bank of Thailand is more optimistic with the state of the economy for the coming year. During 2015 the Bank of Thailand unexpectedly lowered its policy rate from 2.0% twice by a total of 50 bpsto1.50%byApril,buthassincekeptpolicyratesstable,havingjudgedtheratessufficientlyaccommodativeandexpecting a pickup in growth for 20165.

In late 2015, the government announced 20 infrastructure projects including rail, roads, air transport and ports – altogether some Baht 1.8 trillion worth – to be underway by 2018, which is expected to boost GDP growth by 1% over 2 years. This, along with other reforms such as passing a tax code amendment that permanently keeps the corporate income tax rate at 20%6 and ASEAN integration are long-term tailwinds that will continue to support property development and aggregate demand via multiplier effects.

While during 2015, shorter term stimulus measures such as reducing the transfer and mortgage fees for real estate transactions for a period of 6 months, Baht 10 billion in soft housing loans for home-buyers previously rejected by financialinstitutionstopurchasehousingatbelowBaht3millionperunit,20%ofpropertyvaluetaxcreditforfirst-timebuyers of property of Baht 3 million or below and tax deductions for tourism/hospitality spending and VAT applicable goodsintheperiodleadinguptoNewYear,havealsohadapositiveimpactandwhoseeffectswillcontinuetobefeltin 2016. The widespread adoption of these policies has prompted the government to signal a possible continuation of these programs to support the economy going forward.

The attractiveness of mass transit as an alternative to road transportation stems from Bangkok’s increasing congestion problems. In Castrol’s MAGNETIC Start-Stop Index conducted in 2014, Bangkok ranked 8th out of 78 cities for start-stop (uninterrupted)driving,behindfirstrankedcity:Jakartaand7th ranked, equally tied Moscow and Rome. Moreover, out of the 26 cities where car idle times were measured, Bangkok ranked the worst at 36.1% of the time in cars spent idle compared to 35.6% for Saint-Petersberg and 27.2% for Jakarta. Therefore, developments near mass transit lines will continue to be especially and incrementally attractive and valuable, echoing forecasts by Siam Commercial Bank’s Economic Intelligence Center that land prices are expected to more than double near mass transit lines compared to Bangkok Metropolitan Area average.7

Long-Term Goal and Business Strategy

Ourlong-termgoalistotransitionintoaleadingpropertydeveloperwithadiversifiedportfolioandthecapabilitytodevelop full-range, high potential projects for rent and sale.

Our competitive strategy shall be to leverage our relationship with strategic partners who have a solid capital base andcomplimentaryexpertiseinordertogainsynergiesandensureefficientdevelopmentofprojectswithmaximizedprofitability.Ourfocusshallbetodeveloppropertyandhotelsnearpresentandfuturemasstransitlines.Wewillcontinueto expand our land bank in high potential locations for future development, actively seek attractive potential acquisitions and to recruit, develop and continuously improve the quality our human resources to drive our businesses forward.

5 https://www.bot.or.th/Thai/MonetaryPolicy/MonetPolicyComittee/ReportMPC/Minute_N2/MPC_Minutes_82015_26j88.pdf

6 http://www.bangkokpost.com/business/news/835944/20-corporate-income-tax-made-permanent

7 http://www.bangkokpost.com/opinion/opinion/867268/megaprojects-provide-stimulus-and-long-term-gains


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Business Outlook 2016

3.3 BUSINESS OUTLOOK 2016

Hotel Business Baht 1,100 million Total Revenue

80% Blended Average Occupancy Rate

For our Hotel Business, we target Baht 1,100 million in total revenue, an increase of 36% year-on-year, through continued organic growth and improvements in operational performance from all 3 hotels. We aim to achieve 80% blended average occupancy rate throughout the year.

We are also actively seeking hotel acquisition opportunities to add to our hotel portfolio.

Real Estate Business Baht 400 million Revenue from Real Estate Sales

2 Projects to launch for the year

For our real estate development business, we target revenue recognition of Baht 400 million, an increase of 152% year-on-year,fromexistingprojects:“ParkAranBoulevard”commercialpropertyprojectand“ParkRamindra”low-risecondominium project.

We expect to launch at least 2 projects during the year, including our mixed-use Phayathai project.


35

Revenue Structure

3.4 REVENUE STRUCTURE

Businessgroup

2015 2014 2013

Revenue%

Revenue

%

Revenue

%

(BahtMillion)

(BahtMillion)

(BahtMillion)

RealEstateDevelopmentforRent,ServiceandHotel

Rent and Services

The Natural Park Apartment. Operated by U City PLC. - - - - 94.26 12.34%

Hotel Operation

Centara Hotel & Convention Centre Khon Kaen. Operated by Khon Kaen Co., Ltd.

157.64 12.53% 157.55 46.52% 92.67 12.13%

Anantara Chiangmai Resort & Spa. Operated byPacificHotelChiangmaiCo.,Ltd.

271.54 21.58% 85.30 25.19% - -

Eastin Grand Sathorn Bangkok. Operated by BTS Assets Co., Ltd.

377.26 29.98% - - - -

SaleofRealEstate

Park Aran Boulevard

(Operation by U City PLC.) 158.71 12.61% 23.06 6.81% - -

OtherIncome

Dividend income 33.96 2.70% 0.01 0.00% 2.21 0.29%

Interest income 57.98 4.61% 33.03 9.75% 33.47 4.38%

Gain on sales of assets 151.66 12.05% 23.72 7.00% - -

Gain on debt restructuring - - - - 330.25 43.22%

Gain on bargain purchase - - - - 164.02 21.47%

Others 49.42 3.93% 15.98 4.72% 47.18 6.17%

TotalRevenues 1,258.17 100.00% 338.65 100.00% 764.06 100.00%


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Revenue Structure

Ratio Analysis

Consolidated

2015 2014

(reviewed)

2013

LIQUIDITYRATIO

Current Ratio Time 27.52 22.55 8.56

Quick Ratio Time 16.28 14.77 5.63

Cash Ratio Time 2.20 -8.11 -2.01

Receivable Turnover Ratio Time 23.07 12.68 6.00

Average Collection Period Day 15.60 28.38 60

Inventory Turnover Ratio Time N.A. N.A. N.A.

Average Holding Period Day N.A. N.A. N.A.

Account Payable Turnover Ratio Time 11.53 3.87 3.38

Payment Period Day 31.22 93.14 106

Cash Cycle Day -15.62 -64.75 -46

PROFITABILITYRATIO

GrossProfitMargin % 40.96 26.15 21.64

OperatingProfitMargin % -13.21 -120.02 -86.99

Non-OperatingProfitMargin % 23.29 21.48 75.53

OperatingCashFlowtoOperatingProfit % N.A. N.A N.A

NetProfitMargin % -22.01 -179.45 38.70

Return on Equity % -1.87 -8.25 10.90

EFFICIENCYRATIO

Return on Assets % -1,59 -6.58 8.00

Return on Fixed Assets % -0.88 -16.46 29.83

Assets Turnover Time 0.07 0.04 0.21

FINANCIALPOLICY

Debt to Equity Ratio Time 0.13 0.25 0.26

Interest Coverage Ratio Time 9.68 -11.09 -16.29

OperatingCashFlowtoTotalCashOutflowRatio Time 0.65 -13.03 -2.61

Dividend Payout Ratio Time - - -


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Management Discussion and Analysis

3.5 MANAGEMENT DISCUSSION AND ANALYSIS: MD&A Consolidated Operating Performance and Financial Status

Operating revenue of the Company in 2015 was generated from (1) hotel business which included Centara Hotel & Convention Centre Khon Kaen (“CKK”) and Anantara Chiang Mai Resort & Spa (“ACM”) and as a result of the acquisition of BTSA, Eastin Grand Hotel Sathorn (“EGS”), which began to contribute to operating performance in Quarter 2 of 2015; and(2)salesofrealestateproject:ParkAranBoulevardthroughrealizedrevenuesfromtransfersduringtheyear.

Hotel Business Revenue from Hotel Business accounted for 64.1% of total revenues

In 2015 the Company’s hotel revenue amounted to Baht 806.4 million, a considerable increase of Baht 563.6 million, or 232.1% from the previous year. This increase was attributed to (1) the addition of EGS to the Company’s hotel portfolio, increasing the total number of keys by 390, or 139.8% from the previous year, thus bringing total number of keys to 669 from 279 in the previous year; and (2) the better overall tourism environment in Thailand during the year.

Hotel Business RoomKeys

2015 2014Anantara Chiangmai Resort and Spa (ACM) 84 84Centara Hotel and Convention Centre Khon kaen (CKK) 195 195Eastin Grand Sathorn Bangkok (EGS) 390 -Total room keys 669 279

BlendedAverage 2015 2014Occupancy (%) 77.8 % 70.2 %ADR (Baht) 2,860 2,696RevPAR (Baht) 2,326 1,976

Blendedaverageoccupancyratesstoodat77.8%fortheyear,asignificantimprovementfrom70.2%oftheprevious year. Moreover, the increase in blended average daily rates (“ADR”) to Baht 2,860 were a result of increased guest demand for rooms, having grown 6.1% compared to last year, thereby bringing blended average revenue per available room (“RevPAR”) to Baht 2,226, or growing 17.6% in comparison to last year.

Direct Costs and Gross Profit of Hotel Business

Direct costs amounted to Baht 483.3 million, an increase of Baht 303.0 million, or 168.1% from the previous year. Growth in direct costs was largely due to the inclusion of EGS to the hotel portfolio. Direct costs of the hotel businesses includes depreciation and amortization of assets that are directly attributed to providing services to guests, costs food & drink and salaries of non-administrative staff.

GrossprofitstoodatBaht323.2millionandgrossprofitmarginat40.1%.GrossprofitgrewBaht260.6millionor416.4%fromthepreviousyearandgrossprofitmarginimprovedsignificantlyfrom25.8%inthepreviousyear.The improvement was attributed to the inclusion of EGS into the hotel portfolio and improvements in operating performance for all hotels.


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Real Estate Business Revenue from sales of real estate accounted for 12.6% of total revenues

In 2015, the Company’s revenue from sales of real estate development projects amounted to Baht 158.7 million, an increase of Baht 135.7 million, or 588.4% from the previous year. Revenues were attributed to transfers of Park Aran Boulevard – a commercial property project in Sakaeo province.

Direct Costs and Gross Profit of Real Estate Business

Direct costs amounted to Baht 86.6 million, an increase of Baht 70.5 million, or 437.9% from the previous year. Costs were attributed to Park Aran Boulevard project, which included costs of land, land development, design and construction costs.

GrossprofitstoodatBaht72.1millionandgrossprofitmarginat45.4%.GrossprofitgrewBaht65.1millionor936.6%fromthepreviousyearandgrossprofitmarginincreasedsignificantlyfrom30.2%inthepreviousyear.Thesignificantimprovementisattributedtocostsoflandandroadinfrastructurebeingbookedaspartofimpairmentcosts rather than as direct costs, due to the management’s decision to suspend related developments until local business conditions improve.

Overall Performance OverviewIn2015,theCompanyrecordedtotalrevenueofBaht1,258.2million,asignificantincreaseofBaht919.5million,or271.5%compared to the previous year, of which total operating revenue (revenue from hotel and real estate businesses) – stood at Baht 965.2 million, an increase of Baht 699.3 million, or 263.0%. The remaining Baht 293.0 million was contributed by other income, which increased by Baht 220.3 million, or 302.8% from the previous year.

Other income comprised (1) dividend income of Baht 34.0 million, which increased by Baht 34.0 million, from the previous year, (2) interest income of Baht 58.0 million, an increase of Baht 25.0 million, or 75.6% from the previous year, (3) gain on sale of assets of Baht 151.7 million, which rose sharply by Baht 127.9 million, or 539.3% from the previous year and (4) others of Baht 49.4 million, which increased by Baht 33.4 million, or 209.2% from the previous year.

The increase in other income mainly came from gain on sales of assets which includes sales of the Natural Park Apartments on Soi Sukhumvit 49, the exercise of the right to sell the land back to the original owner and the termination of an agreement to buy and sell land related to Park Sukhumvit 71/77 Project after the original owner failed to comply with the terms of the agreement and from the termination of the lease agreement on Surawong Road; interest income fromfinancialinstitutionsandotherswhichmostlyconsistedofreversalsonallowancesrelatedtosalesofassetsandclosure of subsidiaries.

The Company recorded total expenses of Baht 1,404.1 million, an increase of Baht 539.5 million, or 62.4% compared to the previous year. Total costs included cost of sales for both hotel and real estate businesses; selling, general and administrative expenses (“SG&A”), which increased largely in-line with the addition of EGS into the hotel portfolio; loss on market value of current investments mainly from changes in value of available-for-sale securities and loss on impairment of assets.

Operatinggrossprofit,stoodatBaht395.3millionandoperatinggrossprofitmarginat41.0%.OperatinggrossprofitgrewBaht325.7million,or468.5%fromthepreviousyearandtotaloperatinggrossprofitmarginimprovedsignificantlyfrom26.2%inthepreviousyear.Thesubstantialimprovementinoperatinggrossprofitmarginwaslargelyduetotheimprovement in hotel operating performance and the inclusion of EGS to the hotel portfolio.

Operating EBITDA for the year amounted to Baht 78.2 million and Operating EBITDA margin at 8.1%. Operating EBITDA grew 285.7 million from the previous year’s operating EBITDA of -207.4 million and operating EBITDA margin of -78.0%, showing fundamental and substantial improvement of the Company’s performance.

TheCompanyrecordedanetlossfortheyearofBaht276.9millionandnetprofitmarginof-22.0%,netprofitgrewBaht330.8millionfromthepreviousyear’snetprofitofBaht-607.7millionandnetprofitmarginof-179.4%.Thecompanycontinues to show solid positive momentum by more than halving its net loss compared to the previous year.


39


Financial Status

(Unit:BahtMillion) 31December2015 31December2014(restated)

31December2013

Assets 21,995.2 12,785.9 5,686,68

Liabilities 2,557.8 2,556.8 1,185.8

Shareholders' Equity 19,437.4 10,229.1 4,500.9

Assets

As of 31 December 2015, total assets of the Company amounted to Baht 21,995.2 million, an increase of Baht 9,209.3 million, or 72.0% from the previous year. This increase was primarily due to the acquisition of BTSA and Kamkoong whose properties and assets were added. Consequently, in comparison to the previous year, the value of (1) investment properties increased by Baht 5,453.4 million, or 7,211.5%, (2) property, plant & equipment increased by Baht 3,594.5 million, or 104.7%, (3) goodwill increased by Baht 984.2 million, or 565.5%.

The Company considered the acquisition of BTSA as a business combination because the assets acquired and liabilities assumed constitute a business, from which goodwill of Baht 984.2 million arose, whereas the acquisition of Kamkoong was an asset acquisition as the assets acquired did not constitute a business as per TFRS 3 (revised 2014).

Theassetstructurecomprisedof:

i) CurrentassetsofBaht6,710.7million,ofwhichthelargestcomponentswere:(1)cashandcashequivalentsof Baht 2,082.2 million, (2) real estate projects under development of Baht 2,387.5 million and (3) current investments of Baht 1,834.3 million.

ii) Non-currentAssetsofBaht15,284.5million,ofwhichthelargestcomponentswere:(1)property,plantandequipment of Baht 7,028.4 million, (2) investment properties of Baht 5,529.0 million, (3) land and project awaiting development of Baht 1,299.4 million, (4) goodwill of Baht 1,158.2 million

LiabilitiesAs of 31 December 2015, the total liabilities of the Company amounted to Baht 2,557.8 million, a mere increase of Baht 1.0millionoressentiallyflatfromthepreviousyear.Theslightincreasewasprimarilyduetoanincreasein(1)deferredtax liabilities by Baht 718.3 million, (2) long-term provisions by Baht 245.0 million and (3) trade and other payables by Baht 41.7 million being offset by (1) full repayment of long-term loans of Baht 870.5 million and current portion of long-term loans due within one year of Baht 34.3 million, (2) deposits and advances received decreasing by Baht 79.7 million and (3) full repayment of short term loans from others of Baht 25.0 million.

Theliabilitiesstructurecomprisedof:

i) CurrentliabilitiesofBaht243.8million,ofwhichthelargestcomponentswere:(1)tradeandotherpayablesof Baht 144.4 million, (2) other current liabilities of Baht 58.4 million and (3) deposits and advances received of Baht 28.5 million

ii) Non-currentliabilitiesofBaht2,314.0million,ofwhichthelargestcomponentswere:(1)liabilitiesunderdebt restructuring agreements of Baht 1,186.9 million, (2) deferred tax liabilities of Baht 849.8 million and (3) long-term provisions of Baht 245.0 million.

Shareholders’ EquityAs of 31 December 2015, the Company’s paid up capital amounted to Baht 561,362.3 million, an increase of Baht 200,086.9 million, or 55.4% from the previous year. The increase was a result of the issuance of additional shares for the acquisition via share swap of BTSA and Kamkoong.

The Company’s total shareholders’ equity stood at Baht 19,437.4 million, an increase of Baht 9,208.2 million or 90.0% from the previous year. The increase in shareholders’ equity was due to the increase in issued and fully paid-up capital to Baht 561,362.3 million, which was somewhat offset by (1) share discount of Baht 533,401.4 million, which increased byBaht190,618.0million,or55.6%and(2)deficitofBaht8,526.5million,anincreaseofBaht258.9million,or3.1%


40


over the previous year and (3) other components of shareholders’ equity of Baht 2.5 million, which for all intents and purposes remained unchanged.

In accordance with Thai Law, the Company is unable to distribute dividends for the year as it is currently still operating withadeficit.

Liquidity TheCompany’scashflowsareasfollows:

(Unit:BahtMillion) 2015 2014(restated) 2013

Cash received (used) in operating activities 630.7 (2,272.0) (977.8)

Cash received (used) in investment activities 1,224.3 (4,187.7) (765.4)

Cashreceived(used)infinancingactivities (871.1) 6,174.8 2,850.8

Net increase in cash and cash equivalents 981.7 (282.0) 1,107.6

At the beginning of the year, the Company’s cash and cash equivalent stood at Baht 999.3 million. Cash from operating activities was Baht 630.7 million, cash received from investment activities was Baht 1,224.3 million while cash used infinancingactivitieswasBaht871.1million.AfteraccountingforatranslationadjustmenttofinancialstatementsofBaht -2.2 million, the company’s net cash increased by Baht 981.7 million during the year. Including cash and cash equivalents from BTSA and Kamkoong of Baht 101.1 million, cash and cash equivalents balance stood at Baht 2,082.2 million at the end of the year.

Net Cash from operating activities was largely due to (1) deposits for the purchase of land decreasing by Baht 972.5 million and (2) trade and other receivables decreasing Baht 60.9 million being somewhat offset by (1) increases in real estate projects awaiting development costs of Baht 322.0 million and (2) decrease in deposits and advances received of Baht 79.3 million.

Net cash received from investment activities was largely due to (1) a decrease in current investments of Baht 1,772.4 million and sales of land, (2) cash received from sales of other long-term investments of Baht 237.8 million and (3) cash received from sales of investment properties of Baht 119.1 million being somewhat offset by increase in cash paid for purchases of land and projects awaiting development of Baht 1,071.9 million.

NetcashusedbyfinancingactivitieswasduetotherepaymentoflongtermloansamountingtoBaht904.8million,repayment of liabilities under debt restructuring agreements of Baht 8.1 million being slightly offset by an increase in short-term loans from a related individual of Baht 45.9 million.


41

Risk Factors

Financing Capability

With a net debt to equity ratio of -0.05, current ratio, quick ratio and cash ratio of 27.5, 16.3 and 8.5 times respectively, the Company believes it has a more than adequate capability to service all its debts and liabilities and the Company remainsmorethansufficientlyliquidandsolvent.Moreover,theCompanyhasmadeearlyrepaymentoflong-termloansamountingtoBaht904.8millionduringtheyearandhastheabilitytoobtainadditionaldebtfinancingatreasonablerates, if necessary, for future developments and acquisitions.

Other Related Information

TherewasadifficultyindevelopmentAmanresortHotelprojectorRongPaseeRoiChakSamDevelopmentProjectsincethe Treasury Department could not deliver the construction site of this project to Joint Venture.

Inaccordancewiththeabovementioneddifficulties,theJointVenturehasnotifiedtotheTreasuryDepartmentinwritingrespectively and has submitted letters asking for approval from Treasury Department for postpone timing of “project management period” and “rental period” under Joint Venture for Construction and Management dated on 10 May 2005 by stop counting timing commencing on 10 May 2005 onward until the date which Treasury Department can deliver the construction site to the Joint Venture for further construction.

On18December2015,thesubsidiaryfiledalawsuitagainsttheTreasuryDepartment,asfirstdefendant,andtheSupervising Committee for the Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project, as the second defendant, with the Central Administrative Court; asking the Central Administrative Court to issue a judgement or order which compels both defendants to comply with the Cabinet Resolution dated 26 August 2003, which set out a project construction period of 36 months and a project utilisation period of 30 years after construction was completed and compels the Treasury Department to exercise its authority, by ordering the Bangkok Metropolitan to return the Ratchaphatsadu landandexpeltheBangrukFireStationandfireofficersfromthesiteoftheRatchaphatsadulandatRongPaseeRoiChak Sam Development Project and to demarcate an area for the subsidiary to proceed with project construction as scheduled,within30daysfollowingthedatetheCourtissuedfinaljudgementorwithintheperiodspecifiedbytheCourt.

3.6 RISK FACTORS STRATEGIC RISKS

• Preparedness of Business • Continuity of Revenue• Land Acquisition

Preparedness of Business

To ensure the practicality of business and strategic goal achievement in line with its acceptable risks, The Company has established short-term, medium-term, and long-term business plans, which consist of an overview analysis, economic and industrial outlooks, project feasibility and cost-effectiveness as well as planning of manpower, personnel development, andfinancialstructure.TheCompanyalsorequiresitsvariousbusinessgroupstomonitorchangesinkeyexternalfactorsthat could affect these plans and reports the updates to the Executive Committee and Board of Directors.

Continuity of revenue

TheCompanyhassetitsearningsprofileforthenextfiveyears,whichplacethefocusonrecurringincome-basedpropertiessuchashotels,officeforrent.Toensurethatitwillgeneratecontinuousincomeoverthenextfiveyears,theCompany will focus on acquisition operating project which is a fast–track way of growing our revenue bases. Income from real estate development for sale business on potential land bank will be additional revenue for future of The Company.


42

Risk Factors

Land Acquisition

Land prices have increased over 5 years since the extension of mass transit lines, the competition among operators (particularlythoselargeplayerinindustry),andentryofnewcomerdeveloper.Thesehavemadeitincreasinglydifficultto identify land with suitable potential for development, which could hurt investment returns and cost-effectiveness. The Company manages these risks by monitoring the market movement, studying and analyzing urbanization of major cities, Bangkok and major regional provinces, to support land acquisition plans. This is to ensure that the Company can secure potentiallandbankatsuitablepricesandthattherearesufficientplotsforfutureprojectdevelopment.

OPERATIONAL RISKS• Cost control

• Manpower to accommodate business expansion

Cost control

The Company realize that volatile oil prices, major infrastructural construction in the public sector’s projects, and ongoing new project development by real estate developer could lead to shortages of labour and construction materials, directly impacting project development costs for the Company and prolonging project development periods, thus undermining itscashinflowandprofitability.TheserepresentthekeycomponentofdevelopmentcostinwhichtheCompanyhasa policy to manage risk for projects development by enter into turnkey construction project agreements as well as by calling for bids and selecting contractors with the best prices and conditions under the Company’s condition that contractors are to be responsible for material procurement. The prices for construction material deliveries are set in advance in agreements. For some item, the Company will buy certain construction material items directly from producers/manufacturers through bidding for comparisons of quality, prices, and related conditions. The Company will enter into agreements for core construction materials ahead of the entire project, and selection will be based on sellers with the best prices and conditions.

Manpower to accommodate business expansion

To enable the Company to achieve its business goals, a critical factor is the expertise in property business and prowess of its personnel to accommodate short-term and long-term business growth. The Company needs to ensure that it has anappropriatemanpowerandcanrecruitqualifiedpersonnelasplanned,soithasmadeitshumancapitalpartofits business plans and corporate strategic plans. Internal training program is also the must factor for the Company to improve the quality, skill and team work for our staff. After the business integration, the management has to accelerate itsorganizationandrestructuringrevisionofcompensation,modifieditsrecruitmentprocessforgreaterefficiency,and analyzed its manpower plans and personnel development plans in line with business growth under its long-term strategic plan.

FINANCIAL RISKS• Fund Sourcing and Cost of Funds

Fund Sourcing and Cost of Funds

To continually develop projects and grow business as planned, the Company needs to rely on funds from various sources,includingfinancialinstitutions,commercialbanks,andcapitalmarketfund.Thesuccessofaccessingtothesefund sources and the ability to have enough fund to match a cost of funds depend on several factors, including the currentmarketsituationsandfinancialinstitutions’andinvestors’confidenceintheCompany.Thanksforhavinganewstrategicpartnerandmajorshareholder.ThisiswhytheCompanyisconfidentthatitwillbeabletosecurefundsunderits plans with a suitable cost of funding, compatible with the company’s acceptable risks.


43

Management Structure

4.1 MANAGEMENT STRUCTURE The Board of Directors

Asof31December2015,theBoardofDirectorsconsistedof10members:

1) Mr. Sakthip Krairiksh Chairman and Independent Director 2) Mr. Chaiwat Atsawintarangkun Independent Director, Chairman of Audit Committee and Chairman

of Nomination and Remuneration Committee3) Mr. Thavisakdi Tanta-Nanta Independent Director, Audit Committee and Nomination and

Remuneration Committee4) Mr. Manu Maniwatana Independent Director, Audit Committee and Nomination and

Remuneration Committee5) Mr. Nakorn Laksanakarn PresidentandChiefExecutiveOfficer6) Mr. Burin Pusiri DirectorandExecutiveOfficer7) Mr. Weerawat Wattanatchariya DirectorandExecutiveOffice8) Mr. Sumate Sangsiri Director 9) Mr. Surayut Thavikulwat Director 10) Mr. Daniel Ross Director

Ms. Supaporn Assawarungpaisarn as the Company’s Secretary

The authorized directors As of 31 December 2015, the authorized directors to sign on behalf of the Company is Any one of Mr.Nakorn

Laksanakarn or Mr. Weerawat Wattanatchariya or Mr. Burin Pusiri to be signing jointly with Mr. Sumate Sangsiri orMr.SurayutThavikulwatorMr.DanielRoss,totalingtwodirectors,withtheCompany’ssealaffixed.

The Audit Committee Consistedof3members:

1) Mr. Chaiwat Atsawintarangkun Chairman of Audit Committee2) Mr. Thavisakdi Tanta-Nanta Audit Committee3) Mr. Manu Maniwatana Audit Committee

The Nomination and Remuneration Committee Consisting of 3 members of Independent Director

1) Mr. Chaiwat Atsawintarangkun Chairman of Nomination and Remuneration Committee2) Mr. Thavisakdi Tanta-Nanta Nomination and Remuneration Committee3) Mr. Manu Maniwatana Nomination and Remuneration Committee

The Executive Committee Consistedof3members:

1)Mr.NakornLaksanakarn PresidentandChiefExecutiveOfficer2)Mr.BurinPusiri ExecutiveOfficer3)Mr.WeerawatWattanatchariya ExecutiveOffice

The sub-committee which includes non-director Investment Committee

The sub-committee which includes non-director members is Investment Committee comprising at least 3 persons fromeitherexecutiveoremployeeoftheCompanyoranycompaniesinthegroupasfollows:

1)Mr.Voraphot Chanyakomol ChiefFinancialOfficer2)Mr.Sayam Siwarapornskul ChiefLegalOfficer3) Ms. Pakamas Sirianuwat Finance Director

4CORPORATE GOVERNANCE


44


SummaryofDirectorsheldthepositioninBoardofDirectorsandSub-Committee

NameDirector Audit

CommitteeIndependentDirector

Nomination and RemunerationCommittee

The ExecutiveCommittee

Authorized Director

1) Mr. Sakthip Krairiksh 3 3

2) Mr. Chaiwat Atsawintarangkun 3 3 3 3

3) Mr. Thavisakdi Tanta-Nanta 3 3 3 3

4) Mr. Manu Maniwatana 3 3 3 3

5) Mr. Nakorn Laksanakarn 3 3 3

6) Mr. Burin Pusiri 3 3 3

7) Mr. Weerawat Wattanatchariya 3 3 3

8) Mr. Sumate Sangsiri 3 3

9) Mr. Surayut Thavikulwat 3 3

10) Mr. Daniel Ross 3 3

The Board of Directors Meeting

Meeting of Company Director

In2015,theCompanyDirectorshasbeenconvenedinthemeetingsasfollow:

Name Position The Board ofDirectorsMeeting

The Board of Audit

Committee

The Board of Nomination and RemunerationCommittee

1) Mr. Sakthip Krairiksh Chairman and Independent Director

9/10 - -

2) Mr. Chaiwat Atsawintarangkun Independent Director, Chairman of Audit Committee and Chairman of Nomination and Remuneration

Committee

10/10 6/6 1/1

3) Mr. Thavisakdi Tanta-Nanta Independent Director,Audit Committee and Nomination and

Remuneration Committee

10/10 6/6 1/1

4) Mr. Manu Maniwatana Independent Director,Audit Committee and Nomination and

Remuneration Committee

10/10 6/6 1/1

5) Mr. Nakorn Laksanakarn President and Chief Executive Officer

10/10 - -

6) Mr. Burin Pusiri DirectorandExecutiveOfficer 10/10 - -

7) Mr.Weerawat Wattanatchariya DirectorandExecutiveOffice 9/10 - -

8 )Mr. Sumate Sangsiri1/ Director 5/5 - -

9) Mr. Surayut Thavikulwat1/ Director 5/5 - -

10) Mr. Daniel Ross1/ Director 5/5 - -


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Note 1/ The Extraordinary General Meeting of Shareholders No.2/2014 held on 29 December 2014 has resolved to approve the appointment of the following three new directors, namely, (i) Mr. Sumet Sangsiri; (ii) Mr.Surayut Thavikulwat; and (iii) Mr. Daniel Ross,and approved the change of the Company’s authorized directors. The appointment of the new directors of the Company and the change of the Company’s authorized directors will be effective after the acquisition of new Company securities by BTS Group Holdings Public Company Limited for payment of total ordinary shares of BTS Assets Company Limited and Kamkoong Property Company Limited. The Company has completed the registration on 20 April 2015

The Executive Management

Asof31December2015,ExecutiveOfficerareasfollow:

1)Mr.NakornLaksanakarn PresidentandChiefExecutiveOfficer

2)Mr.BurinPusiri ExecutiveOfficer

3)Mr.WeerawatWattanatchariya ExecutiveOfficer

4)Mr.VoraphotChanyakomol ChiefFinancialOfficerandChiefOperationOfficer(Acting)

5) Ms. Nuttapun Giramethakul Vice President, Accounting Department

Note:On11January2016,Mr.SayamSiwarapornskulwasappointedtobeChiefLegalOfficeroftheCompany.

Duties and Authorities of the President and CEO

The President and CEO shall supervise, manage, operate, and carry out day-to-day business for the interest of the Company in line with the Objectives and Articles of Association of the Company. He/She shall also comply with the regulations, resolutions, policies, plans, and budgets set forth by the Board of Directors within the scope of relevant lawsandtheauthoritydefinedbytheBoardofDirectors.

The CEO shall approve any business operation as long as it does not involve the case of the CEO or any individual having aconflictofinterestasdefinedbyanotificationoftheOfficeoftheSecuritiesandExchangeCommissionand/ortheStockExchangeofThailand,orhavinginterestinoraconflictofinterestotherwisewiththeCompanyoritssubsidiaries.

The Company’s Secretary

Ms. Supaporn Assawarungpaisarn as the Company’s Secretary since 23 March 2011


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Management Remuneration

4.2 MANAGEMENT REMUNERATION Financial Remuneration Compensation for the Board of Directors

In2015,theCompanypaidcompensationsforalldirectorsinthetotalamountofBaht4,300,000asfollows:

Name Amount(Baht)

1) Mr. Sakthip Krairiksh Chairman and Independent Director 780,000

2) Mr. Chaiwat Atsawintarangkun Independent Director, Chairman of Audit Committee and Chairman of Nomination and Remuneration Committee

630,000

3) Mr. Thavisakdi Tanta-Nanta Independent Director, Audit Committee and Nomination and Remuneration Committee

630,000

4) Mr. Manu Maniwatana Independent Director, Audit Committee and Nomination and Remuneration Committee

630,000

5) Mr. Nakorn Laksanakarn PresidentandChiefExecutiveOfficer 200,000

6) Mr. Burin Pusiri DirectorandExecutiveOfficer 200,000

7) Mr. Weerawat Wattanatchariya 8) Mr. Sumate Sangsiri 9) Mr. Surayut Thavikulwat 10) Mr. Daniel Ross

DirectorandExecutiveOfficerDirectorDirectorDirector

180,000350,000350,000350,000

Total 4,300,000

Nevertheless, all independent directors are not holding any positions as independent directors in the parents company, subsidiaries, or other subsidiaries in the same level. Therefore, the independent directors do not have any remunerations from the parents company, subsidiaries, or other subsidiaries in the same level.

Total Compensations and Numbers of the Executive Committee and Managements

In2015,salariesoftheExecutiveCommitteeandManagement,whichincludethefirstfourpersonsdownfrompresident and every person at the same level of the fourth person equal to 8 persons1, amounted Baht 17,915,393

Note:1/duringtheyear2015,threeofexecutivemanagementsresignedfromtheCompanyasfollows:1)Mr.PipatWangratanasopon

2) Mr. Paisarn Tangyuenyong 3) Ms. Sirada Padmasuta

Other Remuneration

- None –


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Corporate Governance Policy

4.3 CORPORATE GOVERNANCE POLICYThe Board of Directors recognizes the importance of Good Corporate Governance as the Board of Directors foresee thatitissignificantandnecessarytotheCompany’sbusinessoperationtohaveeffectivemanagementsystemandis an important factor in promoting the Company’s business to be continuously expand and secure which may build confidencetoshareholders,investors,andrelatedparties.Inaddition,thisshallhighlybenefittheCompanyinthelongterm. Therefore, the Company has established Good Corporate Governance policies in compliance with principles of Good Corporate Governance for listed companies of the Stock Exchange of Thailand’s in order to implement in supervising on the Company’s business. The Board of Directors has distributed Good Corporate Governance policies to directors and all levels of employees in order to be understood and followed. The contents of the policies shall cover the following major principles.

Treat all shareholders and other related parties equally and fairly to all parties.

• The Company’s Board of Directors is willing to establish long-term value added to the business, manage the businessprudentlyandcarefully,responsibleforperformingdutieswithsufficiencyabilityandefficiencyinordertomaximizebenefittoshareholders,controlconflictofinterestsandresponsiblefortheirowndecisionand action.

• Operatethebusinesstransparently,morallyandverifiable,adequatelydiscloseinformationtoallrelatedparties.

• Operate business cautiously, particularly in risks management by providing assessment, establish solving strategies and continuously monitor risk management appropriately and regularly.

• The Board of Directors has set ethics of the Company in order for executives and all employees to follow including to be consistent with the guidelines of the Stock Exchange of Thailand. The Board of Directors therefore set policies and directions of Good Corporate Governance, emphasizing on internal control and audit system, management department monitoring to ensure that they effectively implement the policies for thepurposeoflongtermbenefitofshareholdersundertheprovisionoflawsandbusinessethics.

• Promote and encourage all directors and executives to attend training programs held by Thai Institute of DirectorsAssociation:IODandotherinstitutesinrelatedprogramscontinuouslytoincreasevariousfieldsofknowledge about roles and responsibilities of directors and executives

The Board of Directors has reviewed Good Corporate Governance policies in order to be consistency with the guidelines of the Stock Exchange of Thailand by categorizing Corporate Governance policies of the Company into 5 sections as follows:

Section 1. Rights of Shareholders

Section 2. Equitable Treatment of Shareholders

Section 3. Consider roles of related parties

Section 4. Information disclosure and Transparency

Section 5. Responsibilities of the Board of Directors


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Section 1 Rights of ShareholdersThe Board of Directors has set policies for the Company’s own practice pursuance to principles of Good Corporate Governancewhichcoversthefollowingprinciples:

1. Rights and Equivalence of the Shareholders and Related Parties

2. The Board of Directors focus on increasing value of the Company, manage the Company’s business carefullyandbeawareoftheriskatalltimeinordertomaximizeshareholders’profit.

3. Operate the business transparently and adequately disclose information.

4. Operate business with the concern of business ethics

The Company recognizes and enormously concentrates on rights of shareholders of the Company and try to maintain rights of shareholders of which shareholders shall have equitable right in exercising the following actions.

1. Voting rights

Shareholders of the Company shall have equal voting right prescribed in the Article of Association of the Company provided that each shareholder shall have voting right equal to 1 share for 1 vote or in other words, each shareholder shall have voting right equal to total of shares held by each shareholder.

2. Rights to acknowledge report of result of the Company’s business performance

Shareholders of the Company shall have the right to acknowledge the Company’s business report particularly AnnualReport.TheCompanyhaspreciselyandsufficiencyproducedappendixtothedefinitionofAnnualReportwhich covers substantial part in relation to business operation of the past year of the Company.

3. Rights to consider and approve financial statement of the company

ShareholdersoftheCompanyshallhavetherighttoconsiderandapprovetheCompany’sfinancialstatementwhichisaccurate,adequate,andreliableandcoveringsubstancecontentstipulatedunderregularcertifiedaccountingstandardprovidedthatfinancialstatementoftheCompanyhasbeenauditedandprovidedopinionby the auditor who is independent and well-known by the public.

4. Rights to receive dividends from the Company’s business operation

Shareholders of the Company shall the right to consider and approve dividends payment of the Company. The Company shall produce dividends calculation details which is accurate, transparent and covering useful substantial information for shareholders’ consideration, for example, dividends payment policies, comparative information between actual dividends payment and payment policies which was declared by the Company, comparative information of dividends payment of the previous years and to ensure that dividends payment policies, announced by the Company has been followed, provided that such dividends which was proposed to shareholders for approval, has been cautiously examined and obtained approval form the Board of Directors before submit to shareholders meeting for approval.

In case the Company cannot distribute dividends from the Company’s business operation performance, the Company shall explain reasons and necessities of such matter.

5. Rights to consider and appoint directors of the Company individually

Shareholders of the Company shall have the right to consider and appoint the Company’s director individually. The Company shall provide accurate, clear and covering substantial information which is useful for shareholders’ consideration, for example information/curriculum vitae of the Company’s director who is nominated which is useful for shareholders’ consideration, e.g. name, biography and number of incumbent years, class of directors of which to be nominated, criteria’s and seeking method, shares holding in the Company, position taking in othercompanyeitherrelatedornotrelatedtotheCompany’sbusinessoperationandetc.andshalldefinethemeaning of independent director in the case where the independent director is to be appointed, provided that the director who is nominated in shareholders meeting for approval, has been carefully examined and approved by the Board of Directors before submit to the shareholders meeting for approval.


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6. Rights to consider and approve remuneration of the Company’s directors

Shareholders of the Company shall have the right to consider and approve remuneration of the Company’s directors. The remuneration proposed to shareholders for approval has been carefully examined from the Board of Directors and was approved by the Board of Directors of the Company before propose to shareholders for approval.

7. Rights to appoint auditor and approve audit fee

Shareholders of the Company shall have the right to consider appointing of auditor and approving audit fee. The Company shall produce accurate, clear and covering substantial information for shareholders’ consideration, for example,nameoftheauditorandnameofhis/herauditfirmandindependenceoftheauditor,numberofyearof being an auditor, remuneration of the audit which is precisely separated between audit fee and other service charges (if any) provided that the auditor and audit fee, submitted to shareholders for approval, has been carefully examined by the Board of Director by evaluating the past performance of the auditor including comparing audit fee with the previous years and approved by the Board of Director of the Company before submit to shareholders for approval.

8. Rights to consider and approve connected transaction

Forthepurposeofshareholders’benefitprotection,shareholdersoftheCompanyshallhavetherighttoconsiderandapproveonenteringintoconnectedtransactionwhichhassignificantlyvalue,providedthatsuchconnectedtransactionoftheCompanywasenteredintoinrespectoftheCompany’sandshareholders’highestbenefitandwas approved by the Board of Directors which comprises of all independent directors.

In 2015, the Company had no connected transaction but the transactions between the Company and subsidiaries.

9. Other fundamental rights of shareholders under regulations, rules and other relevant laws

The Company should produce details of capital increase which is accurate, transparent, and covering substantial information which is useful for shareholders’ consideration, for example purposes and necessities for the increase in capital, approaches and conditions of the increase in capital effects from the increase in capital to the Company and shareholders provided that such transaction has been cautiously examined and granted approved by the Board of Director before submit to the shareholders’ consideration.

The Company has scheduled the ordinary shareholder meeting to be held once a year within the period of not exceeding 4monthscommencingonthelastdateoffiscalyearoftheCompany.Ifthereisemergencyagendatobesubmittedasaspecialacceptancewhicheffectorrelatedtobenefitofshareholdersorrelatedtoconditionsorregulations,enforcedlaws and must be approved by shareholders, the Company shall convene shareholders meeting on a case-by-case basis. The Board of Director of the Company shall monitor the shareholders meeting compliance with article of association, provision of laws and policies of the Stock Exchange of Thailand regarding code of conduct in arranging shareholders meeting of listed companies.

In2015,theCompanyinvitedshareholderstoexercisetheirrightstosubmitbeneficialmatterstotheCompanyinorderto be included in the agendas of Shareholders Meeting of 2015 and nominate the name of person to be elected as director of the Company in advance pursuant to criteria and methods prescribed by the company which was published on website of the Company from 26 January 2015 to 27 February 2015. However, there was no shareholders submitted agendaornameofqualifiedpersontobeelectedasdirectortotheCompany.

In 2015, the Company held 1 shareholders meeting which is Annual Ordinary General Shareholders Meeting 2015 on 28 April 2015 for shareholders to consider and having voting rights. The Company has arranged to send meeting invitation letter, power of attorney and the meeting documents at least 7 days or 14 days (in some cases) prior to the meeting dayswhichwassufficientfortheshareholderstostudyalltheinformationpriortothemeeting.Allthedocumentsweresent to every shareholder under the collection of the name under Section 225 of Securities and Stock Exchange of Thailand Act B.E. 2535 by closing method of the shareholder’s register book. Moreover, the Company also posted the informationontheCompany’swebsite,www.ucity.co.thinadvanceinorderthattheshareholderswillhavesufficienttime to study the information on the shareholders’ meeting.


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In the Annual Ordinary General Shareholders Meeting 2015 on 28 April 2015, the meeting of the shareholders has approved the Board of Directors’ and Committees remuneration for the year 2015 of total amount not more than Baht 6 million and assigned the Board of Directors to consider and allocate the amount to each director upon the Board of Directors’discretion.Inaddition,theShareholdersMeetingresolvedthatMr.NarongPuntawong,CertifiedPublicAccountNo.3315and/orMr.SupachaiPhanyawattano,CertifiedPublicAccountNo.3930and/orMs.SirapornOuaanunkun,CertifiedPublicAccountNo.3844ofEYOfficeCompanyLimitedhasbeenappointedtobeauditorsoftheCompany’sin2015andfixedauditor’sremunerationwithintheamountofnotexceedingBaht2,400,000.

Section 2 Equitable Treatment of Shareholders Shareholder Meeting

1. The Board of Directors recognizes the rights of shareholders and treats its shareholders in a fair and equitable manner both shareholders who are executives and non-executives including foreign shareholders and minor shareholders. Therefore, the Board of Directors established policies to treat every shareholders equally and protect and maintain the fundamental rights of the shareholders. As a result every shareholders shall have equal right in tradingandtransferringtheshares,gainingequalprofitsharingoftheCompany,receivingsufficientreportsandinformation of the Company’s business, attendance in the meeting of the shareholders to exercise voting right to appoint and dismiss directors auditor of the Company and other issues which shall effect the Company for example dividend distribution (if any) establish or amend Article of Associate and Memorandum of Association, decrease or increase capital and approve special transaction.

2. The shareholder of the company shall have equal voting rights prescribed in the Article of Association of the Company provided that each shareholder shall have voting right equal to 1 share for 1 vote.

3. The company disclosed regularly information to the shareholders through the channels of the Stock Exchange of Thailand, the Company’s website www.ucity.co.th or through Investor Relations Department at telephone 02-273-8838ext2301oremail:[email protected],notparticulargroupofshareholders,can access the company’s public information.

4. The Company provides the opportunity for shareholders to submit the matter to be included in the meeting’s agenda and nominated name of person to be elected as directors of the Company to be included in agendas of the ordinary shareholders meeting no less than 1 month in advance pursuant to the rules prescribed by the Company.

5. The Company shall deliver meeting notice together with supplementary documentation for the meeting by each agenda including opinion of the Board of Directors in every agenda to shareholders no less than 7 days in advance, except otherwise stipulated under regulations, announcements, orders or provisions of the Stock Exchange of Thailand and published notice of the meeting including supplementary documentation for the meeting through the Company’s website prior to the date of shareholders meeting in order for shareholders to have enough time to study the information thoroughly and be able to make appropriate consideration with the same the information as of which the Company will deliver to shareholders in the form of document.

6. The Company shall notify shareholders on meeting attendance rules and methods to shareholders in the notice of the meeting and notify voting procedure to shareholders on the date of shareholders meeting including set the procedure in sequences apparently in the shareholders meeting, containing proposals, enquiring, voting and summarize meeting resolution apparently. Moreover, the Company shall facilitate every shareholder equally by allowing shareholders to register of their attendance 1 hour earlier to meeting time and continuously until the meeting end.


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7. The Company shall not deteriorate rights of shareholders to study the Company’s information which shall be disclosed in accordance with regulations and attending the shareholders meeting for example, do not distribute thedocumentcontainedurgentsignificantinformationintheshareholdersmeeting,donotinserttheCompany’sagenda or change important information without notifying to shareholders, or do not limit rights to attend the meeting of the shareholders who arrived late.

8. The Company facilitated and encouraged shareholders to attend the meeting in order to exercise voting rights in the Shareholders Meeting, for example the meeting has been processed following the procedure indicated in the notice, in election of directors, shareholders can vote to elect directors individually, provides an opportunity toshareholderstoquestionorcommentprovidedthattherelateddirectorssufficiencyansweredthequestion.

9. In case the shareholders cannot attend the meeting in person, the company shall facilitate by delivering proxy form, form A in the form which enables shareholders to express their opinion in their exercising of voting right. Shareholders of the Company can download proxy form, form A and form B from the Company’s website. The Company shall offer at least 1 name of independent directors to be appointed by shareholders as a proxy.

In the meeting of the Company’s shareholders, the Board of Director provided an opportunity to shareholders who cannot attend the meeting in person to attend the meeting and vote on their behalf through the proxy and offered at least 1 name of independent directors of the company as an alternative in appointing proxy.

Conflict of Interest

The Board of Director and executives have intention to consider various areas of operation by having carefully considered aboutpreventingconflictofinterestproblemswithhonesty,reasonablyandindependentlyundergoodethicsforthemajorpurposeofoverallbenefitoftheCompany.

Therefore, to generate transparency and prevent exploitation, the company designated that director, executives and related person must disclose interest information to Board of Directors by contacting the Company’s secretary and shall be responsible for reporting on the Company’s securities holding pursuant to the provision of the Stock Exchange of Thailand and in the meeting of executive committees and board of directors, it is designated that any persons who has gainedinterestfromenteringintoanytransactionormayresultconflictofinterestwiththeCompanyshallbewithdrawnfrom expressing of opinion and voting in such matter.

Moreover,theCompanyhasestablishedapprovalpoliciesandprocessforthetransactionofwhichmayresultconflictofinterest or connected transaction which is required to be disclosed of information in relation to name list and relationship of the related person, policies concerning prices and value of transaction including the Board of Director’s opinion on such report by complying with the announcement of the Securities Stock Exchange and the Stock Exchange of Thailand which strictly is enforced on the connect transaction for overall shareholders equally.

ForthebenefitsandappropriatenessoftheCompany’sbusinessoperation,theBoardofDirectors’Meetingapprovedthat executive directors may enter into transactions between the Company or subsidiaries and directors, executives or related persons on condition that such transaction has the same commercial agreement as one that an ordinary person would make with any unrelated counterpart under the similar circumstances on the basis of fair commercial negotiation, in accordance with SECTION 89/12 of the Securities and Exchange Act (No. 4) B.E. 2551.

The Board of Director recognizes the importance of entering into connected transaction provided that such entering into connectedtransactionoftheCompanyshallmainlyconsideringtothehighestbenefitoftheCompanyandshareholdersand is compliance with regular conditions of prices and trading competition. Prices and trading conditions which is similar to entering into transaction with other parties (Arms-Length Basis), connected transaction of the Company must be approved by the audit committee which comprises of all independent directors, and the audit committee has proposed to theBoardofDirectorsforthepurposeofacknowledgementofconnectedtransactionandconflictofinteresttransactionand was cautiously considered in accordance with the regulations stipulated in the report by the Stock Exchange of Thailand and was strictly disclosed of such information every quarter, including arrange the transaction information to be disclosed in Annual Report and Annual Information Disclosure Form (Form 56-1) as well.


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Monitoring of Inside Information Utilization

TheCompanyconcernsoftheimportanceofinsideinformationutilizingforthebenefitofoneself,therefore,theCompanyhas established policies regarding utilization of the Company’s inside information to prohibit the Company’s personnel including directors, executives, and employees from disclosing the Company’s inside information to other persons or utilizeforhis/herownbenefitincludingtradingbynotifyingtodirectors,employees,andemployeesoftheCompanythat:

1. Directors,executives,andemployeesoftheCompanyshallkeeptheCompany’sconfidentialand/orinsideinformationandshallnotusetheCompany’sconfidentialand/orinsideinformationneithertodisclosenorutilizeforhis/herownbenefitorotherperson’sbenefit.

2. Directors, executives, and employees of the Company realize that the Company’s directors, executives, andemployeeswhoperceivedfinancialinformationand/orsubstantialinsideinformationoftheCompanywhichaffectsthechangeofsecuritiespriceshouldavoidtheCompany’ssecuritiestradingbeforefinancialstatement or such inside information are revealed to the public and shall not disclose such substantial information to other persons, provided that this shall include spouse and children under age of directors, executives, and employees of the Company as well. If directors, executives, and employee of the Company breached and/or disobeyed the Company’s policies regarding securities trading by utilizing inside information, such director, executives or employee shall be determined under discipline process from verbal warning, notice in letter, suspension, termination with severance payment under the law or dismiss without severance payment under the law provided depending on the seriousness of such misconduct.

Moreover, the Company requested the Company’s executives and employees’ cooperation not to trade securities within theperiodof1monthbeforefinancialstatementorotherinformation,whichshallaffectsecuritiestradingprices,hasbeen distributed to the public.

Summary in Securities Holding of Directors and Executives as of 31 December 2015

Name Director/Executive NumberofSecuritiesHolding(Share/Unit)

Ordinary share(U)

(Share)

Shareholding(%)

Warrant(U-W1)(Unit)

1.Mr. Nakorn Laksanakarn President/ChiefExecutiveOfficer 1,320,000,000 0.235 660,000,000

2.Mr. Voraphot Chanyakomol ChiefFinancialOfficerandChiefOperationOfficer(Acting)

125,721,200 0.022 200,000,000

3.Ms.Nuttapun Giramethakul Vice President, Accounting Department 2,000 0.000 -

Section 3 Considering of Related Parties’ RollThe Company concentrates on equal rights and treatments to related persons who are related to business operation of the Company. The Company recognizes very well of rights of related persons and treat related persons in compliance with rights, conditions, laws, and regulations in order for the related persons to be satisfactory taken care and treated asdetailedbelow:

Shareholders: The Company is willing to operate the business in order to gain valuable advantage and create highest satisfactory to shareholders by considering of the Company’s long-term value growth withgoodandcontinuousbenefitincludingtransparentandreliableinformation.


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Employees: The Company recognizes the importance of employees as they are in the position of supporters to the Company’s plans, enable the Company to meet the target as set forth, therefore the Company treats the Company’s employees decently and equally.1.Thecompanyshallstricttotheprincipleofjustifiedcompensationmanagement,suitablefor

satisfactoryliving,theCompanythereforefixedcompensationratescompliancewiththelaws taking into account of normal compensation rate which compliances with the law, cost of living and economic.

2 The company focus on protection human honor, right and freedom of person by overseeing the Company’s business in order not to be related with violation of human rights, protect personal information and privacy of employees including treat every employees equally, give an opportunity to employees to be able to complain in written to the controller.

3.Beingjustifiedinthetermsofworkinghours,holidays,annualleavingbyprovidingcompensationfor overtime work and no constraint on overtime work without paying compensation.

4.TheCompanyshallnothireandreceivebenefitfrombusinesspartnerwhoinequitabletreatslabor matter in order to promote labor protection treatment with responsibility and integrity.

5. The Company arranges various welfare to employees as prescribed by laws, in example, social security, employees’ medical care welfare.

Executives: TheCompanyrecognizestheimportanceofexecutivesastheyarepersonswhohavesignificantrole in establishing strategies and business plans including control the Company’s business in compliance with business outline, direction and target indicated by the Board of Directors. Therefore,theCompanyhasofferedappropriate,justifiedremunerationfortheBoardofDirectorin order to meet the set forth target.

BusinessPartner: The Company realizes the importance of the Company’s partners in supporting and participates into the Company’s business operation to be able to grow and meet business target as designated. ThereforetheCompanytreatstheCompany’spartnerwithrespecttojustifiedbenefitforbothsides and strictly follows the conditions on business agreement mutually.

Customers: The Company focuses on providing service in compliance with the commitment by placing importanceoncustomerasfirstprioritybymaintaininggoodrelationshipwithcustomercontinuallyand regularly.

Partners: The Company recognizes the importance of business partners in supporting and pushing forward the Company’s business to be operated comfortably and smoothly, therefore the Company treats the Company’s business partners decently.

Competitors: The Company operates business under fair business competition convention, emphasizing on businesscompetitionefficiencydevelopmentbydevelopingservicesefficiencyandqualityandhave no policies to damage competitor with culmination or perform any dishonestly actions which damage the Company’s competitor.

Environment: The Company also focuses concerns the importance of environment by cooperate in electric power saving, campaign for water saving and promote quitting smoking in the place of work.

Community/society The Company recognizes of social activities supporting to create good quality of life to people in the society and community including promote and cultivate responsibilities social conscious within all level group of employees.

Governmentauthorities and other related supervisoryauthorities:

The Company realizes about roles duties and responsibilities of government authorities and other related supervisory authorities toward the Company’s business operation, therefore, the Company is willing and cooperates in complying with rules, regulations, provisions including laws concerning business operation of the Company and internal audit, reviews business operation compliance with operation manual and relevant standard and reports the result of business review to the committee for examination annually.


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The company, consequently, has policies to create equal rights and treatment as mentioned above due to supporting powerofeachgroupofrelatedperson’stakespartinassistinginincreaseofcompetitionabilityandgenerateofprofitto the Company which shall be regarded as building success to the Company in long term. The Company is aware of the right of each group of related parties by complying with provision of laws and other regulations including contracts and agreements made between each other including disclose adequately of information to enable related parties to effectively participate and shall not perform any actions which may diminish the right or negatively effect to related parties.

Filling a Complaint

In case related persons have complaints, recommendation or inquiries in relevant to actions of which against the laws orethics,incorrectfinancialreportorinsufficientinternalcontrolsystemscaninformorrequestAuditCommitteeoftheCompanydirectlybycontactingthroughsecretaryofAuditCommitteethroughemail:[email protected] Internal Audit Department at the address of the Company as show. The Company will perform investigation by process ofcompliantacceptanceandshalltreatasconfidentialmatterandreportresultofinvestigationtotheBoardofDirector.

In 2015, the Company disclosed information adequately, accurately, reliably and within time in order for related persons to acknowledge the information equally including the Company has performed decently to related parties by not taking advantage and discrimination and shall establish impartial and straightforward regulations.

The Company has been supporting activities which was helpful to society, community and environment. The Company realize the importance of taking care of the environment and use of natural resources worthily by implement to our new project development for example, the Company do environmental survey, noise and dust pollution, before and during the construction. Moreover, the Company have set up a strategic plan for organizing social activities continuously and sustainably in a long run.

Section 4 Disclosure of Information and Transparency 1. Disclosure of Information

TheBoardofDirectorsconcentrateonwithaccurate,complete,punctual,andtransparentdisclosureofsignificantinformationwhicheffectthedecisionofinvestors,andrelatedpartiesoftheCompanyofwhichconcerningfinancialinformationandnon-financialinformationinaccordancewiththeregulationsprescribedbytheStockExchangeofThailand and the Stock Exchange of Thailand through the channel of the Stock Exchange of Thailand, other printing media, Annual information disclosure report (form 56-1) and annual report including website of the Company.

TheCompany’sBoardofDirectorisresponsibleforproducingfinancialreportandfinancialinformationwhichwaspreparedinaccordancewithcertifiedaccountingstandardinThailandandexaminedbyIndependentDirectorsbyselecting appropriated accounting policies and complies the it regularly, carefully applying judgment and adequately disclosesubstantialinformationinfinancialreportandinternalcontrolsystemprovidedthattheBoardofDirectorshasappointed audit committee to be responsible for quality of annual report and internal control system by providing opinion regarding such matter in the report of audit committee which was appeared in the Company’s annual report including arrangingresponsibilitiesreportofBoardofDirectorsonfinancialreporttogetherwithauditor’sreportinannualreport.

2. Relationship with investors

The Board of Directors recognizes the importance information disclosure which effect to investors and related persons’ decisioninregardingwithaccuracy,completion,trustworthy,thoroughnessandpunctualincludingfinancialinformation,other information report and substantial information by distributing of various information to investors, analyst, and interested persons through information distribution channels of the Securities Exchange of Thailand and/or printing media including the Company’s website at www.ucity.co.th.


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In2015,theCompanyaccuratelyandadequatelydisclosedsubstantialinformationincludingfinancialreportaccordingtotheprovisionstipulatedbytheOfficeofSecuritiesandExchangeCommittee(SEC)andtheStockExchangeofThailand (SET) by distributing such information through SEC’s and SET’s channel. For the person who is interested in the Company’s information, it can be accessed and downloaded from www.sec.or.th and www.set.or.th. Moreover, the Company has its own website www.ucity.co.th to disclose various information including with Annual Report of the Companycoveringinformationofi.e.auditor’sreportandfinancialinformationwhichwaspreparedunderregularcertifiedaccountingstandardandauditedbycertifiedpublicauditor,anddirectors’andexecutive’s’remunerationunder shareholders meeting’s resolution for instance. The Company also has arranged working unit to take care of the Company’s business operation disclosure for those interested.

Section 5 Responsibilities of Board of Directors 1. Leadership and Vision

The Board of Director comprises of persons who have knowledge and abilities, being acknowledged and participated in important roles in advise and establish policies, vision, strategies, target and direction of the Company’s business operation in cooperation with chief executive in operation planning either in short-term or long-term including setting financialpoliciesandoverallpictureoforganizationbyhavingsignificantrolesingoverning,examinationandassessingthe result of the Company’s business performance and result of business operation of chief executives to ensure that these shall be independently complied with the plan meanwhile the Board of Directors shall supervise executives department tooperatethebusinessaccordingtothepoliciessetforthefficientlyandeffectivelyundertheconventionoflawsobjectsarticle of association of the Company and Shareholders Meeting’s resolution with responsibilities, honesty and care in accordancewithgoodprocedureprincipleinordertomaximizebenefittotheCompanyandestablishconfidencetotheshareholders. Moreover, the Company also places importance on and arranges cautious internal control system, internal audit assessment and management continually and effectively including follows consistently through the Company’s internal audit and proposes to the meeting of the Board of Directors for acknowledgement.

The Board of Directors shall consider setting and separating roles duties and responsibilities between the Board of Directors and executives department by obviously delegating operation authorities including communication such roles and responsibilities toward directors and employees regularly.

2. Business Ethics

The Company has produced and strictly follow business ethic (Code of Conduct) of the Company for all directors’ and all employees’ acknowledgement, implement, understand the standard of own practice as the Company and shareholders accuratelyexpectedanduseasguidelinesonaccurateconductswhichcoverthefollowingcontents:

2.1 Jurisprudence Consistency 2.2 Being Transparency 2.3 Insisting on justice and moral 2.4 Focusing on customers 2.5 Being socially responsible 2.6 Not being involved in Politics

The Company’s directors and employees acknowledged the provisions concerning ethics and professionally conduct themselves and perform their work, retain business ethics taking into consideration on maximizing the Company’s, and shareholders’benefit.

In2015,theCompanyhasjoinedthedeclarationtoengageinCollectiveAnti-Corruption:CAC.

Moreover,theInformationTechnologyDepartmentisrequiredtokeeptheemployees’trafficinformationasrequiredbytheComputer-RelatedCrimeActB.E.2550andtheNotificationoftheMinistryofInformationandCommunicationTechnologyRe:RulesontheRecordofTrafficInformationbytheServiceProvider.TheCompanymaintainsstrictruleson safeguarding its computer system and its information against any possible leakage of internal information due to any misuse by its Directors, Executives and employees.


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3. Structure of Board of Directors

1) The Nomination & Remuneration Committee will select and consider persons who has skill, experiences andspecialqualificationinvariousareasandnecessarytothebusinessoftheCompanytosubmittheirname to the Shareholders Meeting for consideration and appointment to be directors.

2) The Board of Directors consisting of directors in the number stipulated in the Shareholders Meeting which shallhavenolessthanfive(5)personsaccordingtotheArticleofAssociationoftheCompanyprovidedthat there shall be at least 1 person out of 3 persons but not less than 3 person independent directors. Eachdirectorisqualifyinhisorherseniority,qualification,abilities,experience,skillsandshallbequalifyunder Public Limited Company Act, B.E. 2553 section 69 and other related law.

3) TheCompanyhasgiventhefollowingdefinitionsofan“independentdirector”basedonthenotificationofThe Capital Market Supervisory Board.

(1) Board of the Nomination and Remuneration Committee will select and consider persons who have skills,experiencesandparticularqualificationinvariousareaswhichwillbenefitthecompanybusi-ness to be proposed to the Board of Directors for consideration as Company Director and then to the shareholders’ meeting for approval.

(2) The person must not be serving, or have served, as a director who is involved with the management, or a staff member, an employee or a consultant with a monthly wage. The person also must not be or be an individual with the authority to control the company, the parent company, the associ-ates,theaffiliates,theassociatesofthesamelevel,themajorshareholdersoroftheentitieswiththe authority to control the company, with the exception of the case where he or she has retired from such a position for at least two years prior to the day on which he or she is appointed as an independent director. The ineligibility however does not include the case where an independent director has previously served as a public servant or a consultant of a government agency which is a major shareholder of, or an entity with the authority to control the company.

(3) The person must not be related by blood or law as father, mother, spouse, sibling or child, spouse of son or daughter of executives, major shareholders, individuals with the authority to control the company or candidates for the position of an executive or an individual with the authority to control the company or an associate.

(4) The person must not have, or have had, a business relationship with the company, the parent company,theassociates,theaffiliates,themajorshareholdersortheentitieswiththeauthoritytocontrol the company, in such a manner that may interfere with one’s independent discretion. The person also must have not been or has been a shareholder, individuals with the authority to control the company, of the person who has business relationship with the company, the parent company, theassociates,theaffiliates,themajorshareholderortheentitieswiththeauthoritytocontrolthecompany. There is an exception in the case where he or she has retired from such a position for at least two years prior to the day on which he or she is appointed as an independent director. The business relationship as described in the above paragraph is inclusive of normal trading transac-tions for the conduct of business; lease or letting of immovable; transactions relating to assets orservice;provisionoracceptanceoffinancialassistancethroughacceptanceorprovisionofloans and guarantees, the use of assets as collateral and other such practices which result in the company or the party to the agreement being under the obligation to repay the other party for an amount from 3% of net tangible assets of the company or from Twenty Million Baht whichever is lower. The calculation of such obligation to debt is to be in accordance with the related transac-tion value calculation method as per the Announcement of the Equity Market Committee on the Related Transaction Criteria with exceptions. The said obligation to debt includes that which has materialized during the period of one year prior to the day of business relationship with the same individual.


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(5) The person must not be, or has been, an auditor of the company, the parent company, the associ-ates,theaffiliates,themajorshareholdersortheentitieswiththeauthoritytocontrolthecompany.Thepersonalsomustnotbeasignificantshareholder,anindividualwiththeauthoritytocontrolorapartneroftheauditofficewithwhichtheauditorthecompany,theparentcompany,theassoci-ates,theaffiliates,themajorshareholdersortheentitieswiththeauthoritytocontrolthecompanyis associated. There is an exception in such case where he or she has retired from such a position for at least two years prior to the day on which he or she is appointed as an independent director.

(6) The person must not be, or has been, a provider of a professional service including the service as alegalconsultantorafinancialconsultantforwhichgreaterthanTwoMillionBahtoffeeispaidperyearbythecompany,theparentcompany,theassociates,theaffiliates,themajorshareholdersortheentitieswiththeauthoritytocontrolthecompany.Thepersonalsomustnotbeasignificantshareholder or an individual with the authority to control or a partner of such provider of professional service. There is an exception in such case where he or she has retired from such a position for at least two years prior to the day on which he or she is appointed as an independent director.

(7) The person must not be a director appointed to represent a director of the company, a major shareholder or a shareholder who is related to a major shareholder.

(8) Thepersonmustnotbeinabusinessofthesamenatureas,andofsignificantcompetitionto,thatofthecompanyoranassociate.Thepersonalsomustnotbeasignificantpartnerinapartnership;a director who is involved with the management; a staff member; an employee; a consultant with a monthly wage; as well as, a shareholder who holds more than 1% of shares with voting rights of anothercompanywhichisengagedinabusinessofthesamenatureasandofsignificantcompeti-tion to that of the company or an associate.

(9) The person must not have any other characteristic which is an obstacle to the giving of free opinion on the operation of the company.

(10) Afterhavingbeenappointedasanindependentdirectorfollowingthequalificationsspecifiedunderitems (1) through (9) above, the independent director may be assigned by the Board of Directors to make decisions on the operation of the company, the parent company, the associates, the af-filiates,theassociatesofthesamelevel,themajorshareholdersortheentitieswiththeauthoritytocontrol the company in the manner of a collective decision.

4) The term of directorship shall be in accordance with the Public Company Act and shall not limit the number of term of continuously holding the position.

5) Directors have the duty to disclose information regarding director position holding in other companies to the Board of Directors except in the case where chief executives of the company holds director position in other company, the director shall have the duty to disclose to the Board of Directors

OwingtothefactthatdirectorsoftheCompanystillallocatesufficienttimefortheCompanytoperformthedirectorduties either setting policies, providing advice in business operation problems solving in the scope of authorities of the director assigned by the Company which shall not cause affect if such director’s holding the position of director of the company in other listed company, therefore the Company has no provisions regarding number of company, the director may hold the director position.

4. Authorities and Responsibilities of the Board of Directors

In accordance with scope of duties of directors approved by the Board of Directors and/or shareholder meeting, the Board of Directors shall be responsible for setting vision and mission of the Company including overseeing operation department to implement strategies in alliance with vision and mission including overseeing risk management and internal control of the Company by obviously identifying and separating roles duties and responsibilities between Board of directors and executive department and between Board of Directors and shareholders. The Board of Directors and executivesalsomanagesthebusinessbyavoidingconflictofpersonalinterestagainsttheinterestoforganizationinordertomanagebusinessefficiency.


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5. Board of Directors Meeting

Board of Directors Meeting

The Company shall schedule regular meeting of the Board of Directors meeting in advance and shall notify to each directorinorderfordirectorswillhavesufficienttimetoprepareandallocatehis/hertimetobeabletoattendtheBoard of Directors Meeting which in general, the Board of Directors Meeting shall be held at least once in every quarter and may hold a special meeting in case of necessity, provided that upon each Board of Director Meeting calling, the Chairman or the assigned person shall deliver the notice to directors no less than seven days before meetingdateexceptincaseofemergencytomaintainrightsorbenefitoftheCompany,meetingnoticeshallbedoneinothermethodsandthedateshallbefixedearlier.However,directorsinthenumberoftwopersonsor more may request the chairman to convene the Board of Directors meeting. In case of at least two directors requested,thechairmanshallfixthemeetingwithinfourteendayscommencingonthedateofreceivingrequest.

For the agenda arrangement, the chairman and managing director shall jointly consider to arrange the agenda in the meeting by providing opportunity to directors of at least two persons to be entitled to propose the agenda to the meeting. Directors, or the assigned persons shall convene the meeting or in case of necessity. According totheprocedureformeetingarrangementtheBoardofDirectorsshallbedefinedasfollows:

PreliminaryProcedurebeforetheMeeting: Each director is free to propose topics to the agenda of the Company’s Board of Directors Meeting by indicating the reason and necessity of propose such matter. The Chairman of Board of Directors will consider the meeting agenda in each agenda before preparing meeting notice. Notice of the meeting together with supplementary document of each agenda shall be delivered to each director prior tothemeetingdateforthepurposeofprovidingeachdirectorenoughtimetostudytheinformationsufficientlybeforeattendthemeetingwhichshallpromoteefficiencyandeffectivenessoftheBoardofDirectorsmeeting.In case any director required additional information to support the consideration in each agenda, the Board of Directors can coordinate with the Company’s secretary for further process.

ProcedureduringMeeting: During the Board of Directors’ Meeting, Chairman of the Board of Directors shall be responsible for the meeting procedure by organizing the agenda in sequence accordance with notice of the meeting and provide opportunity for directors to enquire and express their opinion in relation to the doubtful topic independently and adequately.

ProcedureaftertheMeeting: The Company focuses on minutes of the Board of Directors’ meeting preparation by the secretary of Board of Directors of the Company who is responsible for recording and preparing the minutes of the Board of Directors’ meeting accurately and covering substantial information in relevant to the meeting e.g. date, time, and place of the meeting, starting and adjourning time of the meeting, list of the name of directors either who attended or absented, substantial details including enquiries and discussion for each agenda and resolution of the Board of Directors for each agenda, etc, minutes of board of directors meeting and any document used during the meeting shall be kept by the secretary of the company for the purpose of investigation in the future.

According to the article of association of the company, in the meeting of the board of directors, the presence of not less than one half of the total number of directors is required to constitute a quorum. In the case where the chairman of the board is not present at the meeting or is unable to perform his or her duty and if there is a vice-chairman, the vice-chairman present at the meeting shall preside over the meeting. The decisions at the meeting shall be by majority of votes. Each director shall have one vote, but a director who has interests in any matter shall not be entitled to vote on such matter. In the case of an equality of votes, the chairman of the meeting shall have an additional vote as a casting vote.


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Audit Committee’s Meeting

The Company shall arrange audit committee’s meeting at least once in every quarter and may arrange additional meeting if necessary by delivering notice of the meeting together with relevant document for each agenda prior to the date of the meeting. In addition, the Company shall record the minutes accurately, covering substantial information and accountable.

Nomination and Remuneration Committee’s Meeting

The Company shall arrange Nomination and Remuneration Committee’s meeting at least once in a year and may arrange additional meeting if necessary by delivering invitation letter of the meeting together with relevant document for each agenda prior to the date of the meeting. In addition, the nomination and remuneration committee shall record the minutes accurately, covering substantial and accountable information.

6. Assessment of Directors’ and Chief Executives’ Performance

The Board of Directors assigns Nomination and Remuneration Committee to assess the annual performance of the Board of Directors of the company and sub-committee and present to the Board of Directors to review performance, problem and obstacle of the previous year. The assessment result shall be used for the performance analysis of directors and recommendations shall be taken into consideration for operation improvement.

7. Balancing of Non-Executives Directors

TheBoardofDirectorsoftheCompanycomprisesofatleastfivedirectorswhoareelectedbythemeetingtoperformtheduty to manage the Company. At least half of the number of directors shall have residence in the Kingdom and shall be qualifiedaccordingtotherelevantlaws.TheCompanyhasfixedtheratioofnon-executivedirectortoexecutivedirectorsmore than half of the number of directors in order to balance between controlling and management. In addition, the Companyshallfixthenumberofindependentdirectorsofnotlessthanone-thirdornotlessthanthreepersons.Threeindependentdirectorsshallholdpositionofauditdirectors.ThosedirectorsshallmeetthequalificationasprescribedintheNotificationofStockExchangeofThailandregardingthequalification,scopeofworkofauditdirectorinordertoperform the auditing and balance management of the Company to be accurate and fair.

Asof31December2015,theBoardofDirectorsCompanycompriseswith10directorsasfollows:

Non-executive Director 7 persons being independent director 4 persons

Executive Director 3 persons

ThedefinitionofindependentdirectorshallbeasstipulatedinClause3StructureofBoardofDirectoroftheCompany,Chapter 5 Responsibility of the Board of Director under the Good Corporate Governance Policy

8. Join or Separation of Position

The Chairman of the Company shall not be the same person as managing director for the purpose of separating the dutyinestablishingpolicytocontrolandmanagedaytodayoperation.TheCompanyshallclearlyfixscopeofdutyof the management in each level in written announcement of the authority of operation of the Company which shall be approved by the Board of Directors. For the purpose of cross examination, the Company has strictly separated the responsibility between approval authority and recording accounting transaction and monitoring of asset.

The Company has clearly separated role and responsibility between directors of the Company and management. The directors of the Company shall perform the duty of establishing policies and supervising the operation of the management while the management shall perform the duty to manage the Company to comply with the policy. The Chairman of the Company and managing director shall be different person provided that those two positions must be selected by the Board of Directors of the Company in order to get the most appropriated persons.


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9. Directors’ and Executives’ Remuneration

The determination of annual remuneration of company directors shall be approved by Nomination and Remuneration Committee and then shall be presented to the Board of Directors’ meeting and shareholders’ meeting for approval.

Theamountofremunerationfordirectorsandchiefexecutiveofficersisdisclosedinthecompanyannualreportandannual information every year.

10. Sub-Committee

The Company has appointed sub-committees in order to assist in overseeing the Company’s business to increase operationalefficiencyandgainshareholders’confidenceincarefulbusinessoperationoftheCompany.Sub-Committeefeatured 3 sub-committees which include Company directors and 1 sub-committee which includes non-director members, asfollowingdetails:

1. The Audit Committee comprises of at least 3 independent directors having responsibilities under the charter of Audit Committee.

2. Board of Executive Committee comprises 3 directors of the Company having scope of authorities and responsibilities in accordance with the Board of Director’s appointing order.

3. Nomination and Remuneration Committee comprises of at least 3 directors, who are not the chairman of the Company and at least 2 of which are independent directors. The Chairman of Nomination and Remuneration Committee must be independent director who holds the responsibilities in compliance with the charter of Nomination and Remuneration Committee.

4. Investment Committee comprises at least 3 members of either director, executive or employee of the Company. At present this committee consists of management members of the Company, namely Chief FinancialOfficer,ChiefLegalOfficer,andDirectorofFinance.TheInvestmentCommittee’sdutyandresponsibility is to consider and make decision on investment, as well as to determine the period of investment under the investment policy and principle approved by the Board of Directors’ Meeting of the Company.

(Details of the duties and responsibilities of the sub-committees are referred to item 4.4 Structure of the Board of Directors)

11. Internal Control and Internal Audit SystemsThe Company oversees the substantial of effective internal control system both executive level and operating level. The operation authorities of performers and executives was particularly prescribed in written in Procedure Manual and power ofapprovalchartinordertomonitorinternalcontrolsystemandregularlyexaminesignificanttransactionprovidedthatauditcommitteeshallreviewinternalcontrolsystemoncemoretoensurethatitisinanefficientlevel.Businessriskshasalsobeenspecifiedandassessedaswellasrisksprotectionandmanagementhasbeenstipulatedandlawsandrelated provisions complying supervision, separating duties of performer, controller, and assessor for the purpose the of appropriate balancing and cross examination.

Internal Audits are independently to perform duties by directly report to the Audit Committee in order to be responsible for assisting to examine the Company’s operation to become effective by assigning the Internal Auditor to report on inspection result directly to the Audit Committee.

Inaddition,theauditcommitteehasreviewedtheappropriationandsufficiencyofinternalcontrolsystematleastonceperyearandproposetheBoardofDirectorforconsiderationtoexpressopinioninsufficiencyofinternalcontrolinAnnualReport and Annual Information Disclosure Form (Form 56-1).

12. Report of the Board of Director

TheBoardofDirectorhasassignedtheAuditCommitteetosuperviseonfinancialinformationarrangementprocedureanddisclosure,internalcontrolsystem,internalauditinordertoconsidertheefficiencyandappropriationofinternalcontrolsystemandfinancialstatementproducingtoensurethecorrect,adequate,reliable,andeffectiveprovidedthatthe Company’s secretary shall maintain the minutes of the Board of Directors Meeting.


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13. Knowledge and Skill Development of Board of Directors and ManagementThe Company has a policy to promote the knowledge and understanding of the principal of Good Corporate Governance to the Directors of the Company by promoting and supporting all directors to attend training course arranged by Thai InstituteofDirectorsAssociation:IODe.g.Attendinginrelatedcoursee.g.DirectorAccreditationProgram(DAP)andtoattend relevant training program arranged by other institutions to increase knowledge and understanding of directors of the Company regarding to the roles, duties and responsibilities of the directors of the Company including the principal of Good Corporate Governance and implement such knowledge to develop the Company’s Good Corporate Governance.

In addition, the Company focuses on the encouraging and supporting the executive of the Company to attend the program in related to the business operation to increase skill and knowledge. Furthermore, the Company also encourage the executive of the Company to be a lecturer in explanation the nature of business of the Company to the new director including answer any inquiry which related to the Company’s business operation in order to allow new director to gain knowledge and understanding the nature of business of the Company and be able to apply his knowledge to maximize theCompany’sandshareholders’benefit.

14. Directors OrientationThe Company has arranged orientation for the new directors in order for new directors to acknowledge the Company’s policies including relevant information e.g. capital structure, shareholders, result of business performance including laws and regulations and deliver handbook for directors which contained useful information for being directors of the Company to the directors. This handbook shall contained at least of the following information.

HandbookforDirectors:1. Pubic Company Limited Act B.E.19922. Securities and Exchange Act B.E. 19923. AffidavitoftheCompany4. Objects of the Company5. Articles of Association6. Guidelines for Good Corporate Governance7. Directors’ Handbook for listed company of SEC

InformationforDirectors1. Recommendation for ECID for executives of listed company 2. Connected transaction of Listed Company Book3. Principles of Good Corporate Governance for listed company 20124. Company’sProfile5. The latest Annual Report

15. Company’s SecretaryThe Board of Directors recognize the importance of role and duty of the Company’s secretary, the Company, therefore, assign the appropriated permanent employee to perform the duty of the Company’s secretary to facilitate the Company’s business management to effectively comply with the principal of Good Corporate Governance. The main duties and responsibilitiesareasfollows:

1. Provide advice on laws and regulations which the Board of Director must know and practice2. Oversee activities of the Board of Directors3. Coordinate to ensure the resolution of the Board of Director has been effectively complied 4. Produceandpossessofthedocumentasfollows:

- Director Register- Notice of the Board of Directors Meeting and Minutes the Board of Director Meeting- Notice of Shareholders Meeting and Minutes the Shareholders Meeting

5. Maintain interested transaction report, reported by directors or executives6. Perform other business as shall designated by the Board of Directors


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Scope of Authorities

4.4 SCOPE OF AUTHORITIES Scope of Authorities of the Company’s Directors

1) Directors must carry out their duties in compliance with the laws, objects and article of associate of the company, including the resolutions of shareholders’ meetings

2) The directors are prohibited to enter the business or become partners or directors of the juristic persons, whichhavethesameconditionsandiscompetitionwiththeCompany’sbusinessunlessotherwisenotifiedto the Shareholders Meeting before the appointment resolution is made

3) Directors shall notify to the Company without delay in case of gaining interest from the agreement made with the Company or increase in shareholding of the Company.

4) The Board of Director shall appoint the Chairman and Sub-Committee of the Company.

5) The Board of Director shall have the power to designate the name persons authorized to sign on behalf oftheCompanywiththeCompany’ssealaffixed.

The Board of Directors shall be responsible for the setting of vision and mission of the Company as well as direct and oversee adherence of operational units to follow strategies in accordance to the vision and mission of the Company. The Board of Directors shall direct and oversee risk management and the Company’s internal controls by clearly setting and separating the roles and responsibilities between the Board of Directors, the Operational Units and between the Board of Directors and the shareholders. The Board of Directors and the Executives shall conduct their affairs without anyconflictofinterestbetweenthemandtheCompany,toensurethatmanagementbeconductedefficiently.Assuch,the Board of Directors shall establish procedures on the management of the business and the Company’s business ethics policy in written form.

Duties and Authorities of the Audit Committee

The Audit Committee shall report directly to the Board of Directors. The scope of duties and responsibilities of the Audit Committeeshallbe:

(1) ToreviewtheCompany’sfinancialreportingprocesstoensurethatitisaccurateandadequate;

(2) To review the Company’s internal control system and internal audit system to ensure that they are suitable andefficient,todetermineaninternalauditunit’sindependence,aswellastoapprovetheappointment,transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit;

(3) To consider and approve the appointment, removal, transfer or dismissal of the Head of Internal Audit. or any other agency responsible for internal audit.

(4) To review the Company’s compliance with the law on securities and exchange, the Exchange’s regulations, and the laws relating to the Company’s business;

(5) To consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year;

(6) ToreviewtheConnectedTransactions,orthetransactionsthatmayleadtoconflictsofinterests,toensurethat they are in compliance with the laws and the Exchange’s regulations, and are reasonable and for the highestbenefitoftheCompany;

(7) To prepare, and to disclose in the Company’s annual report, an audit committee’s report which must be signedbytheauditcommittee’schairmanandconsistofatleastthefollowinginformation:

(a) Anopinionontheaccuracy,completenessandcreditabilityoftheCompany’sfinancialreport,

(b) An opinion on the adequacy of the Company’s internal control system,

(c) An opinion on the compliance with the law on securities and exchange, the Exchange’s regulations, or the laws relating to the Company’s business,

(d) An opinion on the suitability of an auditor,


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(e) Anopiniononthetransactionsthatmayleadtoconflictsofinterests,

(f) The number of the audit committee meetings, and the attendance of such meetings by each com-mittee member,

(g) An opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter, and

(h) Other transactions which, according to the audit committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s board of directors; and

(8) To perform any other act as assigned by the Company’s Board of Directors, with the approval of the audit committee.

(9) The Audit Committee may seek independent professional advice from others if it is necessary to consider onanyimplementationofcompanyforthemaximumbenefit.Thecompanyresponsibleforthecostsincurred.

(10) If the auditor’s report the facts about the suspicious circumstances of fraud or law violations related to the duties of directors and executives to the Audit Committee. The Audit Committee is responsible for the investigation and report the results of the preliminary investigation to the SEC.

Duties and Authorities of the Executive Committee

1) Determining policies, directions, strategies and key management structure, which conform to the economic condition and competition, and proposing to the Board of Directors for approval.

2) Developing business plans, budget and authority of the management and proposing to the Board of Directors for approval.

3) Examiningandmonitoringtheimplementationofthedefinedpoliciesandmanagementguidelinesinorderforoperationstorunefficiently.

4) Monitoring the performance of the Company’s operation to be in accordance with the approved business plan.

5) Considering and screening any project investments of the Company before proposing to the Board of Directors for approval.

6) Openingdepositaccountswiththefinancialinstitutions.

7) Conductingfinancialtransactionswiththefinancialinstitutionssuchasborrowing,pledge,mortgage,guarantee and other businesses including buying, selling and registering for the ownership of land. These transactionsmustbeinaccordancewiththeobjectiveoftheCompanyandbeneficialtotheoperationatan amount not exceeding Baht 100 million.

8) Considering and approving the Company and/or the subsidiary of the Company on acquisition of any assets or securities namely ordinary shares, debentures, bonds, investment units in mutual funds as well as any investments at an amount of not exceeding Baht 500 million.

9) Conducting any other affairs occasionally assigned by the Board of Directors.

The Board of Directors has delegated the authority to the Executive Committee to whatever operations fall within the duties and authorities of the Executive Committee. This said delegation is not in form of the delegation or sub-delegation, which involves cases when the Executive Committee or persons assigned by the Executive Committee can approve transactionswithaninterestinoraconflictofinterest(asdefinedbyanotificationoftheOfficeoftheSecuritiesandExchange Commission and/or the Stock Exchange of Thailand) with the Company or its subsidiaries.


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Duties and Authorities of the Board of Nomination and Remuneration Committee1) Selectanyqualifiedpersonwhoshallbenominatedasanewcompanydirectorincaseofvacatedor

rotatingpost,chairman,chiefexecutiveofficerandpresidentunderthefairandtransparentrulesandprocedures and propose to the Board of Directors’ meeting and/or Shareholders’ meeting for appointment.

2) Consideranddetermineremunerationofdirectors,chairman,chiefexecutiveofficer,andpresidentunderthe fair and reasonable regulations and procedures and propose to the Board of Directors’ meeting and/or Shareholders’ Meeting for approval.

3) Assess the annual performance of the Company’s Board of Directors and sub-committee and present to the Board of Directors’ meeting.

4) To perform any other acts as assigned by the Company’s Board of Directors

Duties and Authorities of the President and CEO

The President and CEO shall supervise, manage, operate, and carry out day-to-day business for the interest of the Company in line with the Objectives and Articles of Association of the Company. He/She shall also comply with the regulations, resolutions, policies, plans, and budgets set forth by the Board of Directors within the scope of relevant lawsandtheauthoritydefinedbytheBoardofDirectors.

The CEO shall approve any business operation as long as it does not involve the case of the CEO or any individual having aconflictofinterestasdefinedbyanotificationoftheOfficeoftheSecuritiesandExchangeCommissionand/ortheStockExchangeofThailand,orhavinginterestinoraconflictofinterestotherwisewiththeCompanyoritssubsidiaries.

hailand,orhavinginterestinoraconflictofinterestotherwisewiththeCompanyoritssubsidiaries.

Duties and Authorities of Investment Committee

The sub-committee which includes non-director members is Investment Committee comprising at least 3 persons from eitherexecutiveoremployeeoftheCompanyoranycompaniesinthegroupasfollows:

1)Mr.VoraphotChanyakomol ChiefFinancialOfficer,

2)Mr.SayamSiwarapornskul ChiefLegalOfficer

3) Miss Pakamas Sirianuwat Director of Finance

Duties and Authorities of the Investment Committee1) To consider and make investment decisions, including to determine the period of investment under the

investment policies and principles approved by the Board of Directors’ Meeting of the Company by taking intoaccountriskmanagement,preventionofconflictsofinterests,andtherelevantnotificationsandregulations;

2) To convene a meeting at least once a month, whereby the constitution of the quorum of such meeting requires no less than one-half of the total number of members to attend the meeting, in order to determine the management of the investment fund, as well as to inspect and review the investment to be in line with the current situation;

3) To be authorized to carry out and execute documentation regarding securities trading, as well as to appoint other persons to order the purchase or sale of the securities under the investment policies and principles delegated by the Investment Committee; and

4) To report the summary of investment to the Board of Directors from time to time, as deemed appropriate.

List of Audit Committee who has knowledge and experience in audit financial statement of the Company Mr. Chaiwat Atsawintarangkun, holding chairman of audit committee position, having knowledge and experience in examination of Financial Statement.

Mr. Chaiwat Atsawintarangkun holding Audit Director positions of other listed companies and is a director of Krungthai Car Rent and Leasing Public Company Limited, Eastern Printing Company Limited, Merchant Partners Securities Public Company Limited, AQ Estate Public Company Limited, and Eastern Polymer Group Public Company Limited.


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Selection and Appointing Directors and Chief Executive

4.5 SELECTION AND APPOINTING DIRECTORS AND CHIEF EXECUTIVE Selection of Independent Director Criteria for selection of independent directors

1) Being a person selected by the Nomination and Remuneration Committee and Board of Directors and appointed by the Board of Directors or the Shareholders’ Meeting of the company as the case may be.

2) Independent Directors shall comprise at least 1 out of 3 of total number of directors but must not less than 3 persons

3) Beingapersonwhohastheknowledgeandskills,whichwouldbenefittheCompany’sbusiness.

4) Beapersonunderthedefinition“IndependentDirectors”whodoesn’thaveanyconnectionwith-andwhois independent of - the Company’s executives, major shareholders and the relatives of the Company’s executives and major shareholders and thereby can independently express his/her opinion. Every independentdirectorshallhavenosignificantbusinessrelationshiporprovideprofessionalservicestothe Company, its headquarters, its subsidiaries, its joint venture or its juristic person, which may create conflictofinterest.Inaddition,independentdirectorsofthecompanyarenotseparatelytheindependentdirectors of the Company’s headquarters, its subsidiaries, or its joint ventures.

Selection Procedure1) 1) The Nomination and Remuneration Committee shall consider the list of outside persons with proper

qualificationandgenerallyacceptedbybusinessandacademicsectorsandproposetotheBoardofDirectorsand/ortheShareholders’Meetingfortheirappointmentasacasemaybe(Thedefinitionofindependent director shall be as stipulated in Clause 3 Structure of Board of Director of the Company, Chapter 5 Responsibility of the Board of Director under the Good Corporate Governance Policy)

2) Shareholders shall select independent directors by using majority vote of the persons who have attended the meeting and have the right to exercise voting rights.

Therefore,everyindependentdirectorsshallhavenosignificantbusinessrelationshiporprovidingprofessional services in business to the Company, head quarter, subsidiaries, joint venture or juristic person whichmaycreateconflictofinterest.Inaddition,independentdirectorsofthecompanyarenotindependentdirectors of head quarter, subsidiaries, and subsidiaries in the same level.

Directors and Chief Executives Selection The Board of Directors of the Company shall comprise of not less than 5 directors who were elected by

the Shareholders’ Meeting to perform the duty of management and at least half of numbers of directors must havearesidenceintheKingdomofThailandandshallbequalifiedasindicatedbylaws.

The Shareholders’ Meeting shall elect the Board of Director according to the rules and procedures as follows:-

1) Each shareholder shall have voting right equal to one share for one vote.

2) IntheelectionofBoardofDirectors,theshareholdermayvoteforindividualsorcollectivelytofulfillthenumber of total directors, which have to be elected at that time at the discretion of the meeting. Each shareholders’ vote shall have the amount of votes in accordance with number of total shares held by that shareholder and the shareholders cannot separate voting rights to any person.

3) In the case of the number of votes being tied between directors, the chairman of the Board of Directors shall exercise his vote to break the tie.

At every annual ordinary meeting, one-third of the directors shall vacate in proportion. If the number of directors are not a multiple of three, the number of directors closest to one-third shall vacate.

Thedirectorsvacatingfromofficeinthefirstandsecondyearsaftertheregistrationofthecompanyshallbeselectedbydrawinglots.Insubsequentyears,thedirectorwhohasheldofficelongestshallvacate.Adirectorwhovacatesofficeunderthissectionmaybere-elected.


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Overseeing Business Operation of Subsidiaries and Joint Ventures

4.6 OVERSEEING BUSINESS OPERATION OF SUBSIDIARIES AND JOINT VENTURES Overseeing Mechanism

The Company has the policy of delegating representatives of the Company to be a director of the invested subsidiaries or joint venture companies, according to the ratio of shareholding provide that executive’s department shall nominate appropriate person to the Board of Director for consideration. The person who is appointed shall have to duty to perform workforsuchsubsidiariesandjointventures,managebusinessefficientlyandoverseethesubsidiariesorjointventurecompany in complying with regulations concerning listed companies i.e. entering into connected transactions, acquisition andtradingofassetsandarranginginformationforthepreparationoftheCompany’sconsolidatedfinancialstatement.

The appointed person shall report on the business’ operation to the Board of Directors periodically in order for the Board of Directors to carry out its duties.

Agreement between the Company and other shareholders in management of subsidiaries and joint venture

The Company has joint investment with Hua-Hin Resources Company Limited, a subsidiary of Minor International Public Company Limited, for management and development of Anantara Services Suite Project. Presently, the joint venture companynamed“MHGNPARKDEVELOPMENTCOMPANYLIMITED”hasbeenestablishedfordevelopingthisproject.

4.7 SUPERVISING INSIDE INFORMATION UTILIZATIONTheCompanyrecognizesthesignificanceofpreventingtheusageofinsideinformationforthebenefitofoneself,therefore,the Company has established policies regarding utilization of the Company’s inside information to prohibit the Company’s personnel, including directors, executives, and employees from disclosing the Company’s inside information to other personsortoutilizetheinformationforhis/herownbenefit:

1. Directors, executives, and employees of the Company shall keep the Company’s secret and/or inside information and shall not use the Company’s secret and/or inside information neither in disclosing nor utilizingforhis/herownbenefitorotherperson’sbenefitdirectlyorindirectlyuntilsuchinformationhasbeen disclosed to the public.

2. Directors,executives,andemployeesoftheCompanyhaveaccesstofinancialinformationand/orsubstantialinside information of the Company which may affect the price of the Company’s securities should avoid tradingtheCompany’ssecuritiesbeforethefinancialinformationorsuchinsideinformationarerevealedto the public and shall not disclose such substantial information to other persons, which include spouses and children of directors, executives, and employees of the Company as well. If directors, executives, and employee of the Company are found to have breached and/or disobeyed the Company’s policies regarding securities trading by utilizing inside information, such director, executives or employee shall facedisciplinaryprocess,includingverbalwarnings,notificationletters,suspension,terminationwithorwithout severance payment according to the law and depending on the seriousness of such misconduct.

Moreover, the Company has requested cooperation from the Company’s directors, executives and employees not totradesecuritieswithin1monthbeforethereleaseofthefinancialstatementorotherinformation,whichshallaffectsecurities trading prices, until such information has been distributed to the public.


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Internal Control and Risk Management

4.8 INTERNAL CONTROL AND RISK MANAGEMENT Summary of the Board of Directors’ Opinions

The Board of Directors has set up the Internal Audit Division, which reports to the Audit Committee and has the duty to audit the internal control system in relation to operating processes of various units in 5 areas. The areas are the organization and its environment, risk management, control of the Administrative Division’s performance, information and communication system, and operation monitoring system. This allows the Board of Directors to effectively follow up on theCompany’soperationsandensurethattheexecutionofthemaintasksandkeyfinancialactivitiesoftheCompanyand its subsidiaries are effective and in compliance with the set guidelines and achieves the policies and objectives as prescribed by the Administrative Division. This also ensures that the Company abides by relevant laws and requirements.

In the Board of Directors’ Meeting No. 2/2016 on 14 March 2016, three members of the Audit Committee were also present.TheAuditCommitteemembershaveaccountingandfinancialknowledge.TheBoardofDirectorsassessedthe internal control and internal audit systems using the Securities and Exchange Commission’s assessment form. The Board of Directors considered and assessed the Company’s internal control system in all 5 areas. The Board of Directors are of the opinion that the Company has put in place appropriate and adequate internal control systems to monitor that operations effectively meet targets, objectives and relevant laws and requirements; and are able to prevent property from fraud and damage. In addition, accountings and reports have been prepared correctly and credibly. The results oftheassessmentoftheadequacyoftheCompany’sinternalcontrolsystemineachaspectaresummarizedbelow:

Control Environment

The Company has shown its commitment to integrity and ethics. The Board of Directors and the management have prescribed the policy to monitor the business and business ethics in writing, by which each and every person in the organization is to abide. The Board of Directors is independent from the management and has the duty to supervise and develop internal control. Sound organizational structure and environment have been provided so as to promote effective internal control system. Everyone is encouraged to recognize the necessity of the internal control system. Organizational structure has been appropriately designed and duties are clearly determined.

Risk Assessment

Investment in real estate development in various formats has been the Company’s core business. The Company therefore mapped out the risk management policy for every person in the organization to be aware of and comply with. Thepolicyidentifiestheinvestmentdecisionfactorsandrelevantriskfactors,bothinternalandexternalwhichmightaffectbusinessoperations,internalcontrolsaswellasfinancialreports.Investmentexpectedrateofreturnandfraudopportunitiesarealsoidentified.Measuresandoperationplansforhandlingthoserisksweredrawnup.Progressofprojects must be reported to the Board of Directors on a regular basis.

Control Activities

The Company has put in place control measures which bring down the risks of not achieving organizational objectives toanacceptablelevel.Scope,power,dutiesandapprovallimitofhigh-levelexecutivesarefixedinwriting.Dutiesareclearly segregated to provide a cross-check. The Company prescribed the policy on execution of transactions with related personsinordertopreventconflictofinterestaspertherequirementsoftheSecuritiesandExchangeCommissionandthe Stock Exchange of Thailand. Information system has been employed to assist in achieving targets. Infrastructure of the information system was upgraded and standardized. Security controls were provided for information system as well as the process for proper acquisition, development and maintenance of information system.

Information and Communication

Internal and external data used in the operations is quality and relevant data, thus giving the Board of Directors adequate data which is crucial and supportive to their decision makings. Invitation and supporting documents are sent out 7 days onaverageaheadofameeting,givingdirectorssufficienttimetoreviewthem.Ateachmeeting,minutesofthemeetingare prepared and completely contain opinions and resolutions of a meeting. Key information is reported to the Board of Directors regularly and the Board of Directors can access information sources necessary for carrying out their duties.


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Audit Fee

TheCompanycollectssufficientdataandinformationforbusinessoperations.Documentsarestoredbycategory,particularlyaccountingdocumentswhicharecrucialforpreparationoffinancialreports.Moreover,theCompanyopensa special communications channel on its website for internal and external persons to report data or clues about fraud orcorruptiontotheCompany.Investorrelationshavebeenheldtocommunicatekeyandbeneficialdatatoexternalinterested persons.

Monitoring Activities

The Company has the Internal Audit Division and requires that internal control system be assessed on a regular basis. InternalauditorsaretoreporttheirauditfindingsdirectlytotheAuditCommitteeandtomonitorprogressofdefectimprovementandrectification.Inparticular,anymaterialdefectdiscoveredmustbereportedforconsiderationandrectificationinstructioninduecourse.Forqualityinternalauditworkstointernationalstandards,theCompanyencouragesinternal auditors to attend internal audit professional trainings.

Information of Chief Internal Auditor

Ms. Ratkamol Temkasem, Associated Director – Internal Audit, has been appointed as Chief Internal Auditor of the Company. Any appointment, removal or transfer of the Company’s Chief Internal Auditor must be approved by the Audit Committee.ThequalificationoftheChiefInternalAuditorappearsinAttachment3.

4.9 AUDIT FEE In the previous accounting period, the Company and its subsidiaries paid audit fee to the auditor of the Company and its subsidiaries in the amount of Baht 7,020,000

Non-audit Fee

- None –


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Related Transaction

4.10 RELATED TRANSACTION Related transaction with the person who may have a conflict over the past year and the rationale of such transaction.

In 2015, the Company and its subsidiary had related transaction with natural and/or juristic person who may have a conflictofinterestwiththeCompany.Keydetailsare:

1) MHG NPARK Development Co., Ltd.

Descriptionoftherelation: The joint-stock company in which the Company holds 50% of registered capital (Paid-up Capital Baht 100 mn), registered its incorporation on 8 August 2014

DescriptionoftransactionTransaction

type

Transactionvalue(Baht)

Rationaleofthetransaction

Transactionvaluein2014

Outstandingbalanceasof31

Dec.2014



Dec.2015

1) MHG NPARK Development Co., Ltd. took out a long-term loan from the two major shareholders in accordance with the percentage of shareholding to invest in project development.

F i n a n c i a l assistance transaction

50,000,000 50,000,000 - 50,000,000 The borrowing is for normal operat ions, i n c l u d i n g p r o j e c t d e v e l o p m e n t i n a c c o r d a n c e w i t h the percentage o f sha reho ld ing and at the interest rate which is lower than the market rate. MHG NPARK Development Co.,Ltd.wouldbenefitfromfinancialcostandborrowing without using company’s property as collateral.

2) K Park Company Limited

:theCompany’ssubsidiaryinwhichtheCompanyholds50%ofregisteredcapital(Paid-upCapitalBaht50mn),registered its incorporation on 29 October 2013. . The Board of Directors No. 4/2015 held on 23 March 2015 resolved to approve the selling of the ordinary shares in K Park Co., Ltd (“K Park ”) at the amount of 49,999 shares with par value of Baht 50 per share, equaling to 50% of the paid-up capital. Consequently, K Park is no longer a Company’s subsidiary.


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Related Transaction

Descriptionoftransaction Transactiontype

Transactionvalue(Baht)

Rationaleofthetransaction



Dec.2014



Dec.2015

2) K Park Company Limited took out a short-term loan from the major shareholder and director of K Park Company Limited to invest in project development by issuing promissory notes at an interest rate of 2.45 percent per annum.

Financial assistance transaction

- 25,000,000 (25,000,000) - The borrowing is for normal operat ions, in accordance with the percentage o f shareholding and at the interest rate which is lower than the market rate. K Park Company Limitedwouldbenefitfromfinancialcostandborrowing without using company’s property as collateral.

Measure or process in approving related transactionWhereas the Securities and Exchange Act (No. 4) B.E. 2551, which came into force on 31 August 2008, adds provisions underChapter3/1,Re:GovernanceofPubliclyTradedCompany.Section89/12(1)providesthatadirector,anexecutiveor a related person may enter into any transaction with the company or the subsidiary only after obtaining approval from the shareholders’ meeting, unless such transaction is with the same commercial terms as those an ordinary person would agree with any counterparty under the similar circumstances, on the basis of commercial negotiation and without any influenceresultedfromthestatusofthedirector,executiveorrelatedperson,asthecasemaybe,providedfurtherthatthe said commercial terms have been approved by the board of directors or in compliance with the principle approved by the board of directors.

ForthebenefitandappropriatenessoftheCompany’soperation,theBoard’sMeetingNo.6/2551on14August2008passed an approval for an executive director to execute a transaction between the Company and its subsidiary, and a director, an executive or a related person, if such transaction is with the same commercial terms as those an ordinary person would agree with any counterparty under the similar circumstances, on the basis of commercial negotiation andwithoutanyinfluenceresultedfromthestatusofthedirector,executiveorrelatedperson.Forrelatedtransactioninothermanner,theCompanyshallabidebytheSecuritiesandExchangeAct(No.4)B.E.2551andthenotificationsofthe Capital Market Supervisory Board, provided that the Company shall present the same to the Board’s meeting for joint consideration with the Audit Committee for approval or propose the same to the shareholders’ meeting for consideration and approval, as the case may be.

The Company gives importance to consideration of related transactions, thereby prescribing the transaction approval measuresincompliancewiththecriteriaandnotificationsoftheStockExchangeofThailandstrictly.Suchtransactionmust be considered and approved the Board and the Audit Committee. For the Board’s meeting in the agenda in which a director has any interest, such director shall not attend the meeting so that the meeting can freely discuss.

In the execution of related transactions, the Company gives importance to rationale of the transactions and utmost benefitsoftheCompanyandrelatedperson.

Policy and trend of related transactions in the future

The Company has a policy to execute related transactions in the future in accordance with the Company’s normal operationsandwithkeyattentiontotheCompany’sutmostbenefits,providedthatthepricesandconditionsarefair.However, in the case where the Company or subsidiary (the company in which the Company holds shares either directly or indirectly over 50 percent of its paid-up capital) has related transaction, the Company must comply with the SecuritiesandExchangeAct(No.4)B.E.2551togetherwithitsamendmentsandrelevantnotificationsoftheCapitalMarket Supervisory Board.


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Corporate Social Responsibility

4.11 CORPORATE SOCIAL RESPONSIBILITY Our business operation complies with the organizational culture, which emphasizes sustainable business development, including the environment and society. We are aware of and see the importance of sharing social responsibility. We believe that business success is not only determined from the operating results, but our contribution to the community and society. We realize the importance of taking care of the environment and the responsible use of natural resources for our new project developments.

The Company conducts environmental, noise and dust pollution surveys before and during construction of our developments. Moreover, we have set up a strategic plan for organizing continuous social activities and awareness programs to highlight societal and environment concerns.

On 8 August 2015, the Company delivered a project to renovate the rest area and tourist service center in Bang Num PhuengfloatingmarketvaluedatBaht3milliontotheBangNumPhuengSubdistrictAdministrativeOrganizationinPrapadaeng District, Samutprakarn.

We also motivate our staff to have integrity and be aware of their moral responsibility to the Company and all relevant, interested parties. The Company has established practical guidelines that promote responsibility to the environment and society as part of its business management for sustainable development, including transparent business operation, the disclosure of essential information in accordance with relevant laws and regulations and are in compliance with goodcorporategovernanceandbusinessethics.Wetakeintoconsiderationthebenefitstoourshareholders,staff,community and society, clients, media, customers and general people, including business competitors, creditors, government agencies and all other relevant interested parties.


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Corporate Social Responsibility

Practice guideline on social responsibility

(1) Fair business conduct

In order to carry out the Company’s businesses smoothly, sustainably and to achieve the objective/strategy of the Company, the Company emphasizes fair business engagement with its clients under the business conditions mutually agreed and strictly in accordance with the customaries of business practices. We also fairly act to all concerned stakeholders, such as our shareholders, employees, community and society, clients, media, customers, general people, business competitors, creditors, government agencies and interested parties and we avoid taking actions, which may causeconflictofinterestandinfringementofintellectualproperty.ThroughthesecommitmentstheCompanywillbeable to establish fruitful and long-term relationships with stakeholders.

(2) Anti-corruption

The Company adopts the moral and legal principle to carry out the businesses ethically by being transparent and verifiable.TheCompanyhasestablishedaccountingproceduresandstandards,includingoperationsystemswithclearlyseparatedauthorities.Inaddition,theCompanyprohibitsitsdirectors,executiveofficersandemployeesfromaccepting all forms of dishonest acts or favors, either directly or indirectly, which includes receiving and giving gifts, entertainment,monetarycontributionsandotherbenefitsfromanypersonorcounterpartyhavingbusinessorrelationswith the Company.

(3) Human right respect

TheCompanyemphasizesitsdirectors,executiveofficersandemployeeswithintheextentpermittedbythelawwithoutimpairing other people’s rights. The Company is committed to protect and respect rights and freedoms as prescribed by the Constitution of the Kingdom of Thailand of all stakeholders.

(4) Fair act to employees

The Company is committed to treating its employees on a fair and equal basis. The Company adheres to remuneration principles which are fair and proper. The Company arranges for a safe and sanitary environment for the welfare of employees in the workplace, and to provide care and protection to its employees within the extent of the law.

(5) Responsibility to consumers

Establishing good relationships with our customers are paramount. The Company shall accomplish this by providing property products and services as agreed and expected while not causing any harm to our customers. The Company alsogivesinformationonourproductsandserviceswhicharecorrect,sufficientandnotover-stated.Weshallkeepconfidentialcustomerinformationandshallnotillegallyuseitforourownbenefitorotherrelevantparties.

(6) Environment protection

TheCompanyisdedicatedtotheresponsibleandefficientuseofresourcesandprotectionoftheenvironment.TheCompany has created procedures for the analysis of risks and the impact to the environment. By doing so, we are aware of and can address potential environmental issues that may arise. The company includes processes that reduce electricity consumption, promoting economical water usage, recycling or reusing what would normally be disposed such as paper and plastic bags and reducing paper usage.

(7) Taking part in community and society development

It is essential for businesses to contribute to the improvement of the quality of life, economic welfare and sense of communityandsociety.TheCompanyisdeterminedtobeactivelyinvolvedprojectsandactivitiesbeingbeneficialto society and community development, whilst encouraging, supporting and organizing employees to participate in charitable and CSR activities.


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Human Resource

(8) Development and publication of innovation from socially responsible actions

The Company believes in publishing and informing its aforementioned values, practices and policies to positively influencestakeholders.Thisincludessharinginnovativepracticesandlessonsthatwouldallowotherstoadoptorfollow.

4.12 HUMAN RESOURCE

Company Number(Staff)

Year2015

(thousandBaht)

DetailofCompensation

U City Public Company Limited 1361 70.3 Salary, Bonus, Overtime, Diligent Fee, Upcountry Allowance Provident Fund2 and Social Security

Note: 1.) Asat31December2015,thenumberofstaffis67persons.

2.) The company has set up a provident fund in October 2558.

During the past year, the Company had no dispute on labor.

Policy on Human Resource Development

The Company values all employees. Human resources development is regarded as a key investment maintaining competitiveness and achieving overall goals. All our employees at all levels will be continuously encouraged to grow their capabilities and build on their successes and are through active engagement with supervisors and management and skills training. The Company is focused on rewarding merit, cooperation and teamwork.

Human Resources Management are committed to integrity, regulations and corporations within. We are committed to attracting,developingandretainingtalentedanddedicatedpeopleby:

• Equal opportunity for employees at all levels

• Recruiting and retaining people of all backgrounds

• Providing a stimulating career with training, education and growth opportunities

• Providing safety workplace

• Providing fair policy on remuneration

• Promoting ongoing communication


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5.1 REPORT OF THE BOARD OF DIRECTORS’S RESPONSIBILITIES FOR FINANCIAL STATEMENT

TheBoardofDirectorsisresponsibleforthefinancialstatementsofUCityPublicCompanyLimitedanditssubsidiarieswhich have been prepared in accordance with generally accepted accounting standards in Thailand. The appropriate accounting policies are pursued and applied consistently with adequate disclosure of important information in the Notes of Financial Statements. The Board of Directors has prepared the internal control system in order to prevent any dishonest or irregular activities. Also this is to ensure reasonably conducted in normal business practices and will make mostbenefits.TheopinionoftheAuditCommitteeisreportedintheReportoftheAuditCommitteeinthisannualreport.

Therefore, the Board of Directors considered the overall internal control system of the Company and its subsidiaries was atsatisfactorylevelandbelievedthefinancialstatementsoftheCompanyanditssubsidiariesasof31December2015have been prepared in accordance with generally accepted accounting standards and related laws and regulations. TheaudithasgivenanunconditionalopiniononthismatterasshowninNotetoconsolidatedfinancialstatementno.4and33.2.AsdiscussedinNote4tothefinancialstatementsregardingadjustmentofthereservedrightexpenseforlandacquisition.TheCompanyhasrestatedtheconsolidatedandseparatefinancialstatementsfortheyearended31December2014,presentedhereinascomparativeinformation,toreflectsuchadjustment.TheCompanyhasalsopresentedtheconsolidatedandseparatestatementsoffinancialpositionasat1January2014ascomparativeinformation,toreflectsuchadjustmentalso.AsdiscussedinNote33.2tothefinancialstatements,regardingtheproblemwithdeliveryof the construction site on Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project by the government agency to a subsidiary, the subsidiary has continually requested the government agency to deliver the construction site,andtoapproveextensionsofthe“projectmanagementperiod”and“rentalperiod”,andinDecember2015,fileda lawsuit against the government agency with the Central Administrative Court. Currently, the case is in the process of being considered by the Central Administrative Court.

Company’s policy continues to work on the business strategy which has been implemented throughout 2012 - 2015. Thestrategyfor“DevelopmentandManagementforSustainableProfitability”coverslanddevelopments,designsandconstructions, marketing and project management, as well as the enhancement of corporate assets among changing trendandexternalfactorsinordertocompetewithotheroperatorsandcopewithfluctuatingeconomicsituations.Thisis to ensure business operation with stability and to boost the potential of existing real estate projects in generating high returns over a long run. The Company sees the opportunity in developing new land and real estate projects in high-potentialbusinesslocationswhicharesuitableforcreatingvalueaddedandproperprofitability.

(Mr.NakornLaksanakarn) (Mr.BurinPusiri)

PresidentandCEO ExecutiveDirector

5FINANCIAL REPORT

Report of the board of directors’ s responsibilities for financial statement ANNUAL REPORT 2015 U City Public Company Limited

75

5.2 REPORT OF THE AUDIT COMMITTEE

TheAuditCommitteeofUCityPublicCompanyLimitedcomprises3independentdirectors:Mr.ChaiwatAtsawintarangkun as Chairman of the Audit Committee, Mr. Thavisakdi Tanta-Nanta and Mr. Manu Maniwatana as Audit Committee Members. Besides, at least one member of the Audit Committee has knowledge and experience in reviewing financialstatements.

The Audit Committee has performed works under the scope of duties and responsibilities as entrusted by the Company’sBoardofDirectorsincompliancewiththerequirementsstipulatedbytheOfficeoftheSecuritiesandExchangeCommission and the Stock Exchange of Thailand. In 2015, the Audit Committee held 6 meetings. Audit Committee all attended the meeting fully every time and a meeting with management, external and internal auditors as suitable includingameetingwithexternalauditorswithoutmanagement,whichcanbesummarizedasfollows:

1. Reviewcompany’sfinancialstatements: The Audit Committee reviewed U City Public Company Limited’s quarterlyandannualfinancialstatementsaswellastheconsolidatedfinancialstatementsfor2015,whichinquiretomanagementandexternalauditorabouttheaccuracyandcompletenessofthefinancialstatementsandtheadequacyoffinancialdisclosure.TheCommitteeconcludedagreewithexternalauditorthatthefinancialstatementswereinaccordancewithalllegallydefinedaccountingprinciplesandwereadequatelyandpromptlydisclosedforthebenefitofshareholders,investorsandusersofsuchstatementsfor the purposes of making informed investment decisions.

2. Reviewanadequatelyofinternalcontrolsystem:The Audit Committee reviewed internal control system from the internal audit report and consulted with external auditor for evaluated internal control systems basedonguidelinesfromtheofficeoftheSecuritiesandExchangeCommission.TheCommitteeconcludedagreewithexternalauditorthatnoanyconcernedorsignificanterrorsdiscovered.

3. OverseeingtheInternalAuditDepartment:The Audit Committee has reviewed and approved annual audit plan, followed up audit plan, reviewed audit report and suggested to improve the concerned areas asagoodcorporategovernanceandefficientlyinternalcontrol,alsoreviewedstaff’strainingplan.TheCommittee concluded that internal control systems were adequate including to improve audit performance both internal auditor and audit methodology. Moreover, The Audit Committee advise the training to improve internal audit performance especially in the business knowledge.

4. Adherencetolegalandregulations: The Audit Committee determined that the company’s operations were in compliance with regulations of The Securities and Exchange Commission, The Stock Exchange of Thailand and other relevant laws which concerned as company’s business.

5. Concludetherelatedtransactionorconflictofinteresttransactions: The Audit Committee concluded that thequarterlyandannuallytransactionswerefairandwithoutconflictofinterest.AuditCommitteeviewsthatsuchtransactionswerereasonableandbeneficialtotheCompanyinoverallandwereadequatelyand promptly disclosed to the public.

6. Considerationtonominatetheexternalauditorfor2016: The Audit Committee concluded that Mr.Narong Pantawong, external auditor license number 3315 and/or Mr. Supachai Phanyawattano, external auditor licensenumber3930and/orMs.SirapornAuyanunkul,externalauditorlicensenumber3844,fromEYCompanyLimitedtobeappointedastheofficialcompany’sexternalauditorfor2016thenproposedtoBoard of Director to consideration and approval for nominate and approve annual audit fee at the general shareholders meeting 2016.

Report of the Audit CommitteeU City Public Company Limited ANNUAL REPORT 2015

76

The Audit Committee has performed works under the scope of duties and responsibilities as entrusted by the Company’s BoardofDirectorswithknowledgeandindependentinreviewingfinancialstatementswithnolimitationininformationfrom managements, employees and concerning parties.

Insummary,theAuditCommitteehasconsideredandgiventheopinionthatthefinancialstatementoftheCompanywas prepared in conformity under generally accepted accounting principles with complete Information disclosure, the effective and adequate internal control system and any action of the Company comply with the law, rule and regulation relating to the Company’s business and compliance with good corporate governance principles.

On behalf of Audit Committee

(Mr.ChaiwatAtsawintarangkun)

ChairmanoftheAuditCommittee

14March2016

Report of the Audit Committee ANNUAL REPORT 2015 U City Public Company Limited

77

Independent Auditor’s Report

5.3 INDEPENDENT AUDITOR’S REPORT

To the Shareholders of U City Public Company Limited

(Formerly known as “Natural Park Public Company Limited”)

IhaveauditedtheaccompanyingconsolidatedfinancialstatementsofUCityPublicCompanyLimited(“theCompany”)anditssubsidiaries,whichcomprisetheconsolidatedstatementoffinancialpositionasat31December2015,andtherelatedconsolidatedstatementsofcomprehensiveincome,changesinshareholders’equityandcashflowsfortheyearthenended,andasummaryofsignificantaccountingpoliciesandotherexplanatoryinformation,andhavealsoauditedtheseparatefinancialstatementsoftheCompanyforthesameperiod.

Management’s Responsibility for the Financial Statements

ManagementisresponsibleforthepreparationandfairpresentationofthesefinancialstatementsinaccordancewithThai Financial Reporting Standards, and for such internal control as management determines is necessary to enable thepreparationoffinancialstatementsthatarefreefrommaterialmisstatement,whetherduetofraudorerror.

Auditor’s Responsibility

Myresponsibilityistoexpressanopiniononthesefinancialstatementsbasedonmyaudit.Iconductedmyauditinaccordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan andperformtheaudittoobtainreasonableassuranceaboutwhetherthefinancialstatementsarefreefrommaterialmisstatement.

Anauditinvolvesperformingprocedurestoobtainauditevidenceabouttheamountsanddisclosuresinthefinancialstatements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of materialmisstatementofthefinancialstatements,whetherduetofraudorerror.Inmakingthoseriskassessments,theauditorconsidersinternalcontrolrelevanttotheentity’spreparationandfairpresentationofthefinancialstatementsinorder 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 theoverallpresentationofthefinancialstatements.

IbelievethattheauditevidenceIhaveobtainedissufficientandappropriatetoprovideabasisformyauditopinion.

Opinion

Inmyopinion,thefinancialstatementsreferredtoabovepresentfairly,inallmaterialrespects,thefinancialpositionofUCity Public Company Limited and its subsidiaries and of U City Public Company Limited as at 31 December 2015, and theirfinancialperformanceandcashflowsfortheyearthenended,inaccordancewithThaiFinancialReportingStandards.

Emphasis of Matters

Idrawattentiontothefollowingmatters:

a) AsdiscussedinNote4tothefinancialstatementsregardingadjustmentofthereservedrightexpenseforlandacquisition.TheCompanyhasrestatedtheconsolidatedandseparatefinancialstatementsfortheyearended31December2014,presentedhereinascomparativeinformation,toreflectsuchadjustment.TheCompanyhasalsopresentedtheconsolidatedandseparatestatementsoffinancialpositionasat1January2014ascomparativeinformation,toreflectsuchadjustmentalso.


78

Independent Auditor’s Report

b) AsdiscussedinNote33.2tothefinancialstatements,regardingtheproblemwithdeliveryoftheconstructionsite on Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project by the government agency to a subsidiary, the subsidiary has continually requested the government agency to deliver the construction site, and to approve extensions of the “project management period” and “rental period”, and inDecember2015,filedalawsuitagainstthegovernmentagencywiththeCentralAdministrativeCourt.Currently, the case is in the process of being considered by the Central Administrative Court.

Myopinionisnotqualifiedinrespectofthesematters.

Other Matter

TheconsolidatedfinancialstatementsofUCityPublicCompanyLimitedanditssubsidiariesandtheseparatefinancialstatement of U City Public Company Limited for the year ended 31 December 2014 (before restatement) and 31 December2013(whichhavebeenusedforpreparingtheconsolidatedandseparatestatementsoffinancialpositionasat1January2014asdescribedinparagrapha))wereauditedbyotherauditor,whoexpressedunqualifiedopinionson those statements, under his reports dated 2 March 2015 and 21 February 2014, respectively.

Siraporn Ouaanunkun

CertifiedPublicAccountant(Thailand)No.3844

EYOfficeCompanyLimited

Bangkok:2February2016


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Financial Statements

U City Public Company Limited and its subsidiaries(Formerly known as "Natural Park Public Company Limited")Statement of financial positionAs at 31 December 2015

(Unit: Baht)

As at As at As at As at As at As atNote 31 December 2015 31 December 2014 1 January 2014 31 December 2015 31 December 2014 1 January 2014

(Restated) (Restated)AssetsCurrent assetsCash and cash equivalents 8 2,082,152,454 999,309,428 1,267,774,480 1,842,476,116 885,071,693 1,232,113,206 Current investments 9 1,834,329,596 3,850,113,560 100,101,401 1,735,901,141 3,850,011,013 100,001,000 Trade and other receivables 10 54,478,805 64,669,325 56,457,413 2,521,964 54,466,397 43,278,698 Inventories 13,972,132 10,003,598 3,278,213 - - - Real estate projects under development 11 2,387,524,871 680,362,565 572,095,782 905,817,879 680,362,565 572,095,782 Deposits for purchase of land and construction 275,880,000 1,800,888,500 - 275,880,000 1,800,888,500 - Other current assets 62,355,790 46,554,014 43,504,283 26,740,704 19,754,830 8,071,913 Total current assets 6,710,693,648 7,451,900,990 2,043,211,572 4,789,337,804 7,290,554,998 1,955,560,599 Non-current assetsRestricted deposits 12 55,065,328 112,541,859 - 408,192 402,000 - Long-term loans - 39,689,188 45,523,676 - - - Long-term loans to related parties and interest receivables 7 50,223,476 50,519,863 - 4,760,147,748 2,714,757,541 2,071,953,903 Investments in subsidiaries 13 - - - 10,146,800,728 680,936,756 805,997,154 Investments in associate 14 45,596,345 48,158,473 - 49,999,970 49,999,970 - Other long-term investments 15 217,805 240,295,859 162,904,446 217,805 240,295,859 162,904,446 Land and project awaiting development 16 1,299,368,447 951,922,171 719,067,823 689,179,200 - - Investment properties 17 5,529,046,318 75,620,786 93,510,464 - 75,620,786 93,510,464 Property, plant and equipment 18 7,028,414,317 3,433,904,006 2,228,661,712 25,026,477 82,946,921 15,789,961 Leasehold rights 19 80,644,793 105,666,622 88,972,803 - 20,857,824 - Intangible assets 20 13,677,183 14,477,161 12,807,708 8,208,295 8,906,530 7,192,984 Goodwill 13 1,158,192,399 174,023,950 - - - - Deposits 12,000,000 75,000,000 282,500,000 - 5,000,000 192,500,000 Other non-current assets 12,045,176 12,188,722 9,521,820 4,117,542 5,891,796 3,257,656Total non-current assets 15,284,491,587 5,334,008,660 3,643,470,452 15,684,105,957 3,885,615,983 3,353,106,568 Total assets 21,995,185,235 12,785,909,650 5,686,682,024 20,473,443,761 11,176,170,981 5,308,667,167

The accompanying notes are an integral part of the financial statements.

Consolidated financial statements Separate financial statements

Statements of Financial PositionU City Public Company Limited and its subsidiaries(Formerly known as “Natural Park Public Company Limited”)As at 31 December 2015 U City Public Company Limited and its subsidiaries

(Formerly known as "Natural Park Public Company Limited")Statement of financial position (continued)As at 31 December 2015

(Unit: Baht)


(Restated) (Restated)Liabilities and shareholders' equityCurrent liabilitiesTrade and other payables 22 144,375,826 102,698,319 97,660,478 33,191,592 29,778,605 35,483,372 Short-term loans from related individual 7 - 25,000,000 25,000,000 - - - Current portion of liabilities under debt restructuring agreements 23 10,161,782 5,874,015 - - - - Current portion of liabilities under finance lease agreements 2,358,036 3,752,436 3,882,107 1,734,516 2,389,104 2,389,104 Current portion of long-term loans 24 - 34,293,754 45,137,838 - - 22,506,883 Deposits and advances received 28,545,726 108,276,848 24,298,269 10,566,327 102,450,058 24,298,269 Other current liabilities 58,369,154 50,582,058 34,157,541 5,063,007 9,861,614 1,741,277 Total current liabilities 243,810,524 330,477,430 230,136,233 50,555,442 144,479,381 86,418,905 Non-current liabilitiesLiabilities under debt restructuring agreements - net of current portion 23 1,186,909,904 1,199,297,386 - - - - Liabilities under finance lease agreements - net of current portion - 2,672,542 6,311,367 - 2,005,424 4,394,528 Long-term loans - net of current portion 24 - 870,544,108 925,484,730 - - 18,479,680 Provision for long-term employee benefits 25 24,247,164 19,913,284 8,645,061 9,967,616 11,613,976 7,878,292 Income tax payable 3,887,932 - - - - - Deferred tax liabilities 30 849,816,744 131,488,731 - 542,079 - - Long-term provisions 26 245,000,000 - - - - - Other non-current liabilities 4,152,567 2,400,000 2,400,000 - - - Total non-current liabilities 2,314,014,311 2,226,316,051 942,841,158 10,509,695 13,619,400 30,752,500 Total liabilities 2,557,824,835 2,556,793,481 1,172,977,391 61,065,137 158,098,781 117,171,405



5.4 Financial Statement


80


U City Public Company Limited and its subsidiaries(Formerly known as “Natural Park Public Company Limited”)As at 31 December 2015

U City Public Company Limited and its subsidiaries(Formerly known as "Natural Park Public Company Limited")Statement of financial position (continued)As at 31 December 2015

(Unit: Baht)


(Restated) (Restated)Liabilities and shareholders' equityCurrent liabilitiesTrade and other payables 22 144,375,826 102,698,319 97,660,478 33,191,592 29,778,605 35,483,372 Short-term loans from related individual 7 - 25,000,000 25,000,000 - - - Current portion of liabilities under debt restructuring agreements 23 10,161,782 5,874,015 - - - - Current portion of liabilities under finance lease agreements 2,358,036 3,752,436 3,882,107 1,734,516 2,389,104 2,389,104 Current portion of long-term loans 24 - 34,293,754 45,137,838 - - 22,506,883 Deposits and advances received 28,545,726 108,276,848 24,298,269 10,566,327 102,450,058 24,298,269 Other current liabilities 58,369,154 50,582,058 34,157,541 5,063,007 9,861,614 1,741,277 Total current liabilities 243,810,524 330,477,430 230,136,233 50,555,442 144,479,381 86,418,905 Non-current liabilitiesLiabilities under debt restructuring agreements - net of current portion 23 1,186,909,904 1,199,297,386 - - - - Liabilities under finance lease agreements - net of current portion - 2,672,542 6,311,367 - 2,005,424 4,394,528 Long-term loans - net of current portion 24 - 870,544,108 925,484,730 - - 18,479,680 Provision for long-term employee benefits 25 24,247,164 19,913,284 8,645,061 9,967,616 11,613,976 7,878,292 Income tax payable 3,887,932 - - - - - Deferred tax liabilities 30 849,816,744 131,488,731 - 542,079 - - Long-term provisions 26 245,000,000 - - - - - Other non-current liabilities 4,152,567 2,400,000 2,400,000 - - - Total non-current liabilities 2,314,014,311 2,226,316,051 942,841,158 10,509,695 13,619,400 30,752,500 Total liabilities 2,557,824,835 2,556,793,481 1,172,977,391 61,065,137 158,098,781 117,171,405



Statements of Financial Position (Continued)


81


U City Public Company Limited and its subsidiaries(Formerly known as "Natural Park Public Company Limited")Statement of financial position (continued)As at 31 December 2015

(Unit: Baht)


(Restated) (Restated)Shareholders' equityShare capital Registered 861,413,132,646 ordinary shares of Baht 1 each (31 December 2014: 541,913,132,646 ordinary shares of Baht 1 each, 1 January 2014: 180,637,710,882 ordinary shares of Baht 1 each) 27 861,413,132,646 541,913,132,646 180,637,710,882 861,413,132,646 541,913,132,646 180,637,710,882 Issued and fully paid-up 561,362,298,976 ordinary shares of Baht 1 each (31 December 2014: 361,275,421,764 ordinary shares of Baht 1 each, 1 January 2014: 180,637,710,882 ordinary shares of Baht 1 each) 27 561,362,298,976 361,275,421,764 180,637,710,882 561,362,298,976 361,275,421,764 180,637,710,882 Share discount (533,401,378,585) (342,783,346,373) (168,467,955,371) (533,401,378,585) (342,783,346,373) (168,467,955,371) Deficit (8,526,511,378) (8,267,653,559) (7,658,917,473) (7,550,710,082) (7,473,633,808) (6,978,215,795) Other components of shareholders' equity 2,511,080 2,520,678 (43,954) 2,168,315 (369,383) (43,954) Equity attributable to owners of the Company 19,436,920,093 10,226,942,510 4,510,794,084 20,412,378,624 11,018,072,200 5,191,495,762 Non-controlling interests of the subsidiaries 440,307 2,173,659 2,910,549 - - - Total shareholders' equity 19,437,360,400 10,229,116,169 4,513,704,633 20,412,378,624 11,018,072,200 5,191,495,762 Total liabilities and shareholders' equity 21,995,185,235 12,785,909,650 5,686,682,024 20,473,443,761 11,176,170,981 5,308,667,167

- - - - - - The accompanying notes are an integral part of the financial statements.


Statements of Financial Position (Continued)U City Public Company Limited and its subsidiaries(Formerly known as “Natural Park Public Company Limited”)As at 31 December 2015


82


Statement of Comprehensive IncomeU City Public Company Limited and its subsidiaries(Formerly known as “Natural Park Public Company Limited”)For the year ended 31 December 2015

U City Public Company Limited and its subsidiaries(Formerly known as "Natural Park Public Company Limited")Statement of comprehensive incomeFor the year ended 31 December 2015

(Unit: Baht)Consolidated financial statements Separate financial statements

Note 2015 2014 2015 2014(Restated) (Restated)

Continued operationProfit or loss:RevenuesRevenue from hotel operation 806,442,925 242,844,200 - - Revenue from sale of real estate 158,708,000 23,055,000 158,708,000 23,055,000 Other income Dividend income 33,958,352 11,661 33,958,352 11,661 Interest income 57,981,030 33,026,964 177,592,352 119,547,553 Gain on sales of assets 151,658,450 23,723,864 151,658,450 - Others 49,424,039 15,983,225 29,534,042 14,356,559 Total revenues 1,258,172,796 338,644,914 551,451,196 156,970,773 ExpensesCost of hotel operation 483,261,437 180,263,008 - - Cost of sale of real estate 86,603,618 16,099,260 86,603,618 16,099,260 Selling and servicing expenses 43,102,498 92,095,994 1,391,761 22,523,017 Administrative expenses 479,665,937 296,577,842 153,577,717 217,618,645 Loss on sales and changes in value of current investments 9 249,191,861 - 249,191,861 - Loss on impairment of investments 13 - - 85,474,668 416,066,508 Loss on impairment of assets 62,269,957 279,606,354 62,082,457 7,760,000 Total expenses 1,404,095,308 864,642,458 638,322,082 680,067,430 Loss before share of loss from investments in associate, finance cost and income tax expenses (145,922,512) (525,997,544) (86,870,886) (523,096,657) Share of loss from investments in associate 14 (2,562,129) (1,841,497) - - Loss before finance cost and income tax expenses (148,484,641) (527,839,041) (86,870,886) (523,096,657) Finance cost (124,632,315) (110,772,757) (242,380) (12,640,884) Loss before income tax expenses (273,116,956) (638,611,798) (87,113,266) (535,737,541) Income tax expenses 30 (10,275,532) - - - Loss from continued operation for the year (283,392,488) (638,611,798) (87,113,266) (535,737,541) Discontinued operationProfit from discontinued operation for the year 21 6,249,002 30,192,210 6,352,187 41,372,916 Loss for the year (277,143,486) (608,419,588) (80,761,079) (494,364,625)

Other comprehensive income:Other comprehensive income to be reclassified to profit or loss in subsequent yearsExchange differences on translation of financial statements in foreign currency (2,173,061) 2,890,061 - - Gain (loss) on changes in value of available-for-sale investments, net of income tax 2,880,463 (325,429) 2,537,698 (325,429) Other comprehensive income to be reclassified to profit or loss in subsequent years 707,402 2,564,632 2,537,698 (325,429)

Other comprehensive income not to be reclassified to profit or loss in subsequent yearsActuarial gain (loss) 18,016,839 (1,053,388) 3,684,805 (1,053,388) Other comprehensive income not to be reclassified to profit or loss in subsequent years 18,016,839 (1,053,388) 3,684,805 (1,053,388)

Other comprehensive income for the year 18,724,241 1,511,244 6,222,503 (1,378,817)

Total comprehensive income for the year (258,419,245) (606,908,344) (74,538,576) (495,743,442)



83


The accompanying notes are an integral part of these financial statements.

Statement of Comprehensive Income (Continued)U City Public Company Limited and its subsidiaries(Formerly known as “Natural Park Public Company Limited”)For the year ended 31 December 2015

U City Public Company Limited and its subsidiaries(Formerly known as "Natural Park Public Company Limited")Statement of comprehensive income (continued)For the year ended 31 December 2015


Note 2015 2014 2015 2014(Restated) (Restated)

Profit attributable toEquity holders of the Company Loss from continued operation (283,235,660) (638,422,205) (87,113,266) (535,737,541) Profit from discontinued operation 6,361,002 30,739,507 6,352,187 41,372,916

(276,874,658) (607,682,698) (80,761,079) (494,364,625) Non-controlling interests of the subsidiaries Loss from continued operation (156,828) (189,593) Loss from discontinued operation (112,000) (547,297)

(268,828) (736,890) (277,143,486) (608,419,588)

Total comprehensive income attributable toEquity holders of the Company Total comprehensive income from continued operation (264,511,419) (636,910,961) (80,890,763) (537,116,358) Total comprehensive income from discontinued operation 6,361,002 30,739,507 6,352,187 41,372,916

(258,150,417) (606,171,454) (74,538,576) (495,743,442) Non-controlling interests of the subsidiaries Total comprehensive income from continued operation (156,828) (189,593) Total comprehensive income from discontinued operation (112,000) (547,297)

(268,828) (736,890) (258,419,245) (606,908,344)

Earnings per share 31Basic earnings per share Loss attributable to equity holders of the Company (0.00055) (0.00288) (0.00016) (0.00234) Earnings per share from continued operation 31Basic earnings per share Loss attributable to equity holders of the Company (0.00056) (0.00302) (0.00017) (0.00254)



84


Stat

emen

t of C

hang

es in

Sha

reho

lder

s’ E

quity

U C

ity P

ublic

Com

pany

Lim

ited

and

its s

ubsi

diar

ies

(For

mer

ly k

now

n as

“Nat

ural

Par

k Pu

blic

Com

pany

Lim

ited”

)Fo

r the

yea

r end

ed 3

1 De

cem

ber 2

015

U Cit

y Pub

lic C

ompa

ny Li

mited

and i

ts su

bsidi

aries

(Form

erly k

nown

as "N

atural

Park

Pub

lic C

ompa

ny Li

mited

")Sta

temen

t of c

hang

es in

share

holde

rs' eq

uity

For th

e yea

r end

ed 31

Dec

embe

r 201

5(Un

it: Ba

ht)

Total

equit

yEq

uity a

ttribu

table

Issue

d and

Su

rplus

(defic

it) on

Total

attrib

utable

to to

non-c

ontro

lling

Total

fully p

aid-up

Share

Transl

ation

chan

ges in

value

other

comp

onen

tsow

ners

of in

terest

s of

shareh

olders

'sha

re ca

pital

disco

unt

Defic

itad

justm

ent

of inv

estme

ntsof

shareh

olders

' equ

itythe

Comp

any

the su

bsidi

aries

equit

yBa

lance

as at

31 D

ecem

ber 2

013 -

as pr

eviou

sly re

porte

d18

0,637

,710,8

82

(168,4

67,95

5,371

)

(7,

671,7

48,73

5)

-

(43,95

4)

(43

,954)

4,4

97,96

2,822

2,9

10,54

9

4,5

00,87

3,371

Adjus

tmen

t of re

served

right

expen

se for

land

acqu

isition

(Note

4)-

-

12,83

1,262

-

-

-

12,83

1,262

-

12,83

1,262

Ba

lance

as at

31 D

ecem

ber 2

013 -

as re

stated

180,6

37,71

0,882

(16

8,467

,955,3

71)

(7,65

8,917

,473)

-

(43

,954)

(43,95

4)

4,510

,794,0

84

2,910

,549

4,513

,704,6

33

Lo

ss for

the y

ear -

restat

ed-

-

(607,6

82,69

8)

-

-

-

(607,6

82,69

8)

(736,8

90)

(608,4

19,58

8)

Othe

r com

prehe

nsive

incom

e for

the ye

ar-

-

(1,05

3,388

)

2,8

90,06

1

(32

5,429

)

2,5

64,63

2

1,5

11,24

4

-

1,511

,244

Total

comp

rehen

sive i

ncom

e for

the ye

ar - re

stated

-

-

(60

8,736

,086)

2,8

90,06

1

(32

5,429

)

2,5

64,63

2

(60

6,171

,454)

(73

6,890

)

(60

6,908

,344)

Iss

uanc

e of o

rdina

ry sha

res

180,6

37,71

0,882

(17

4,315

,391,0

02)

-

-

-

-

6,3

22,31

9,880

-

6,3

22,31

9,880

Balan

ce as

at 31

Dec

embe

r 201

436

1,275

,421,7

64

(342,7

83,34

6,373

)

(8,

267,6

53,55

9)

2,8

90,06

1

(36

9,383

)

2,5

20,67

8

10

,226,9

42,51

0

2,1

73,65

9

10

,229,1

16,16

9

Balan

ce as

at 31

Dec

embe

r 201

4 - as

prev

iously

repo

rted

361,2

75,42

1,764

(34

2,783

,346,3

73)

(8,30

2,622

,469)

2,890

,061

(369,3

83)

2,520

,678

10,19

1,973

,600

2,173

,659

10,19

4,147

,259

Adjus

tmen

t of re

served

right

expen

se for

land

acqu

isition

(Note

4)-

-

34,96

8,910

-

-

-

34,96

8,910

-

34,96

8,910

Ba

lance

as at

31 D

ecem

ber 2

014 -

as re

stated

361,2

75,42

1,764

(34

2,783

,346,3

73)

(8,26

7,653

,559)

2,890

,061

(369,3

83)

2,520

,678

10,22

6,942

,510

2,173

,659

10,22

9,116

,169

Loss

for th

e yea

r-

-

(276,8

74,65

8)

-

-

-

(276,8

74,65

8)

(268,8

28)

(277,1

43,48

6)

Othe

r com

prehe

nsive

incom

e for

the ye

ar-

-

18,01

6,839

(2,17

3,061

)

2,8

80,46

3

707,4

02

18,72

4,241

-

18,72

4,241

To

tal co

mpreh

ensiv

e inc

ome f

or the

year

-

-

(25

8,857

,819)

(2,

173,0

61)

2,880

,463

70

7,402

(25

8,150

,417)

(26

8,828

)

(25

8,419

,245)

Iss

uanc

e of o

rdina

ry sha

res (N

ote 27

)20

0,086

,877,2

12

(190,6

18,03

2,212

)

-

-

-

-

9,468

,845,0

00

-

9,468

,845,0

00

Sa

les of

inves

tmen

ts in

subsid

iaries

(Note

13)

-

-

-

(717,0

00)

-

(71

7,000

)

(717,0

00)

(1,

464,5

24)

(2,18

1,524

)

Ba

lance

as at

31 D

ecem

ber 2

015

561,3

62,29

8,976

(53

3,401

,378,5

85)

(8,52

6,511

,378)

-

2,5

11,08

0

2,511

,080

19,43

6,920

,093

440,3

07

19,43

7,360

,400

-

Th

e acc

ompa

nying

notes

are a

n inte

gral p

art of

the f

inanc

ial sta

temen

ts.

Cons

olida

ted fin

ancia

l stat

emen

ts

Equit

y attri

butab

le to

owne

rs of

the Co

mpan

yOt

her c

ompo

nents

of eq

uity

Othe

r com

prehe

nsive

incom

e


85


Stat

emen

t of C

hang

es in

Sha

reho

lder

s’ E

quity

U C

ity P

ublic

Com

pany

Lim

ited

and

its s

ubsi

diar

ies

(For

mer

ly k

now

n as

“Nat

ural

Par

k Pu

blic

Com

pany

Lim

ited”

)Fo

r the

yea

r end

ed 3

1 De

cem

ber 2

015

U Cit

y Pub

lic Co

mpan

y Lim

ited a

nd its

subs

idiari

es(Fo

rmerl

y kno

wn as

"Natu

ral P

ark P

ublic

Comp

any L

imite

d")Sta

temen

t of c

hang

es in

share

holde

rs' eq

uity (

conti

nued

)Fo

r the y

ear e

nded

31 D

ecem

ber 2

015

(Unit:

Baht)

Other

comp

rehen

sive i

ncom

eIss

ued a

ndSu

rplus

(defi

cit) o

nTo

talTo

talful

ly paid

-upSh

arech

ange

s in va

lueoth

er co

mpon

ents

shareh

olders

'sha

re ca

pital

disco

unt

Defic

itof

invest

ments

of sha

rehold

ers' e

quity

equit

yBa

lance

as at

31 D

ecem

ber 2

013 -

as pr

eviou

sly re

porte

d18

0,637

,710,8

82

(16

8,467

,955,3

71)

(6,99

1,047

,057)

(43

,954)

(43

,954)

5,1

78,66

4,500

Ad

justm

ent o

f reser

ved rig

ht exp

ense

for la

nd ac

quisit

ion (N

ote 4)

-

-

12,83

1,262

-

-

12

,831,2

62

Ba

lance

as at

31 D

ecem

ber 2

013 -

as re

stated

180,6

37,71

0,882

(168,4

67,95

5,371

)

(6,

978,2

15,79

5)

(43,95

4)

(43,95

4)

5,191

,495,7

62

Loss

for th

e yea

r - res

tated

-

-

(494,3

64,62

5)

-

-

(494,3

64,62

5)

Oth

er co

mpreh

ensiv

e inc

ome f

or the

year

-

-

(1,05

3,388

)

(325,4

29)

(325,4

29)

(1,

378,8

17)

To

tal co

mpreh

ensiv

e inc

ome f

or the

year

- resta

ted-

-

(49

5,418

,013)

(325,4

29)

(325,4

29)

(49

5,743

,442)

Issua

nce o

f ordi

nary

shares

18

0,637

,710,8

82

(17

4,315

,391,0

02)

-

-

-

6,3

22,31

9,880

Ba

lance

as at

31 D

ecem

ber 2

014

361,2

75,42

1,764

(342,7

83,34

6,373

)

(7,

473,6

33,80

8)

(369,3

83)

(369,3

83)

11

,018,0

72,20

0

Balan

ce as

at 31

Dec

embe

r 201

4 - as

prev

iously

repo

rted

361,2

75,42

1,764

(342,7

83,34

6,373

)

(7,

508,6

02,71

8)

(369,3

83)

(369,3

83)

10

,983,1

03,29

0

Adjus

tmen

t of re

served

right

expen

se for

land

acqu

isition

(Note

4)-

-

34

,968,9

10

-

-

34,96

8,910

Balan

ce as

at 31

Dec

embe

r 201

4 - as

resta

ted36

1,275

,421,7

64

(34

2,783

,346,3

73)

(7,47

3,633

,808)

(36

9,383

)

(36

9,383

)

11,01

8,072

,200

Lo

ss for

the y

ear

-

-

(80,76

1,079

)

-

-

(80,76

1,079

)

Oth

er co

mpreh

ensiv

e inc

ome f

or the

year

-

-

3,684

,805

2,5

37,69

8

2,5

37,69

8

6,2

22,50

3

Total

comp

rehen

sive i

ncom

e for

the ye

ar-

-

(77

,076,2

74)

2,537

,698

2,537

,698

(74,53

8,576

)

Iss

uanc

e of o

rdina

ry sha

res (N

ote 27

)20

0,086

,877,2

12

(19

0,618

,032,2

12)

-

-

-

9,4

68,84

5,000

Ba

lance

as at

31 D

ecem

ber 2

015

561,3

62,29

8,976

(533,4

01,37

8,585

)

(7,

550,7

10,08

2)

2,168

,315

2,168

,315

20,41

2,378

,624

-

Th

e acc

ompa

nying

notes

are a

n inte

gral p

art of

the f

inanc

ial sta

temen

ts.

Other

comp

onen

ts of e

quity

Sepa

rate f

inanc

ial st

ateme

nts


86


Cash Flow StatementU City Public Company Limited and its subsidiaries(Formerly known as “Natural Park Public Company Limited”)For the year ended 31 December 2015

U City Public Company Limited and its subsidiaries(Formerly known as "Natural Park Public Company Limited")Cash flow statementFor the year ended 31 December 2015


2015 2014 2015 2014(Restated) (Restated)

Cash flows from operating activitiesLoss before tax (273,116,956) (638,611,798) (87,113,266) (535,737,541) Plus profit before tax from discontinued operation 6,249,002 30,192,210 6,352,187 41,372,916 Loss before tax (266,867,954) (608,419,588) (80,761,079) (494,364,625) Adjustments to reconcile loss before tax to net cash provided by (paid from) operating activities: Share of loss from investments in associate 2,562,129 1,841,497 - - Depreciation and amortisation 205,705,214 111,706,218 15,619,456 34,328,763 Loss on impairment of investments in subsidiaries - - 85,474,668 416,066,508 Allowance for long-term provision 4,237,216 - - - Allowance for doubtful account (reversal) (14,733,485) 4,462,312 (14,733,485) 4,696,018 Unrealised loss (gain) on exchange rate 929,631 (41,305) - - Provision for long-term employee benefits 11,559,000 3,674,425 2,038,445 2,682,296 Loss on allowance for impairment of assets 62,269,957 279,606,354 62,082,457 7,760,000 Gain on sales of investments in subsidiaries (12,712,126) - - - Loss (gain) on sales of assets (151,658,450) (23,723,864) (151,658,450) 86,137 Loss on write-off of assets 28,425,802 - - - Loss on sales of current investments 7,449,713 - 7,449,713 - Unrealised loss on changes in value of current investments 241,742,148 - 241,742,148 - Gain on sales of other long-term investments - (5,700,000) - (5,700,000) Dividend income (33,958,352) (11,661) (33,958,352) (11,661) Interest income (57,981,030) (33,026,964) (177,592,352) (119,547,553) Interest expenses 124,632,315 110,772,757 242,380 12,640,884 Profit (loss) from operating activities before changes in operating assets and liabilities 151,601,728 (158,859,819) (44,054,451) (141,363,233) Decrease (increase) in operating assets Trade and other receivables 60,851,939 (563,747) 83,347,429 (7,422,105) Inventories 3,045,825 (337,040) - - Real estate projects under development (322,013,779) (189,223,070) (109,994,278) (189,223,070) Deposits for purchase of land and constructions 972,503,493 (1,800,888,500) 1,470,391,993 (1,800,888,500) Other current assets 8,994,847 4,151,688 417,159 (239,726) Other non-current assets (2,709,106) 28,872,383 6,774,254 (7,155,834) Increase (decrease) in operating liabilities Trade and other payables (42,497,914) (35,829,738) 16,935,886 (5,360,510) Deposits and advances received (79,731,122) 78,687,167 (91,883,731) 78,151,789 Other current liabilities (1,751,182) (8,587,028) (646,256) 8,120,336 Provision for long-term employee benefits (838,789) - - - Other non-current liabilities (553,960) - - - Cash from (used in) operating activities 746,901,980 (2,082,577,704) 1,331,288,005 (2,065,380,853) Cash paid for interest expenses (77,184,729) (187,808,769) (242,380) (6,986,407) Cash paid for income tax (39,025,039) (1,609,579) (7,403,034) (1,030,980) Net cash from (used in) operating activities 630,692,212 (2,271,996,052) 1,323,642,591 (2,073,398,240)



87


Cash Flow Statement (Continued)U City Public Company Limited and its subsidiaries(Formerly known as “Natural Park Public Company Limited”)For the year ended 31 December 2015

U City Public Company Limited and its subsidiaries(Formerly known as "Natural Park Public Company Limited")Cash flow statement (continued)For the year ended 31 December 2015


2015 2014 2015 2014(Restated) (Restated)

Cash flows from investing activitiesDecrease (increase) in current investments 1,772,423,899 (3,750,012,159) 1,870,321,352 (3,750,010,013) Decrease (increase) in restricted deposits 62,476,531 (67,018,183) (6,192) (402,000) Increase in long-term loan - (39,689,188) - - Decrease (increase) in long-term loans to related parties - 87,770,526 (1,925,025,707) (558,160,000) Cash received from interest 40,116,124 33,026,964 40,898,341 16,537,706 Cash paid for purchases of investments in subsidiaries - (140,000,000) (85,000,000) (141,006,110) Cash received from sales of investments in subsidiaries 48,320,790 - 2,506,360 - Cash paid for purchases of investments in associate - (49,999,970) - (49,999,970) Cash paid for purchases of other long-term investments - (93,716,842) - (93,716,842) Cash received from sales of other long-term investments 237,754,491 59,200,000 237,754,491 59,200,000 Cash paid for purchases of land and project awaiting development (1,071,914,449) (232,854,348) (686,670,000) - Cash paid for purchases of investment properties (8,925,191) (3,518,068) (581,625) (3,518,068) Cash received from sales of investment properties 119,092,752 - 119,092,752 - Cash paid for purchases of property, plant and equipment (39,860,859) (39,941,624) (1,695,431) (881,415) Cash received from sales of property, plant and equipment 3,266,256 79,969,813 3,266,256 159,813 Cash paid for purchases of intangible assets (259,721) (1,902,628) (222,151) (1,737,203) Cash paid for purchase of leasehold rights - (29,065,047) - (29,065,047) Cash received from sales of leasehold rights 28,165,046 - 28,165,046 - Dividend received 33,618,352 11,661 33,618,352 11,661 Net cash from (used in) investing activities 1,224,274,021 (4,187,739,093) (363,578,156) (4,552,587,488) Cash flows from financing activitiesIncrease in short-term loans from related individual 45,917,000 - - - Decrease in short-term loans from financial instituition - (18,574,094) - - Repayment of liabilities under debt restructuring agreements (8,099,715) (59,390,576) - - Repayment of liabilities under finance lease agreements (4,066,942) (3,768,496) (2,660,012) (2,389,104) Repayment of long-term loans (904,837,862) (65,784,706) - (40,986,562) Cash received for issuance of ordinary shares - 6,322,319,881 - 6,322,319,881 Net cash from (used in) financing activities (871,087,519) 6,174,802,009 (2,660,012) 6,278,944,215 Decrease in translation adjustment (2,173,061) 2,890,061 - - Net increase (decrease) cash and cash equivalents 981,705,653 (282,043,075) 957,404,423 (347,041,513) Cash and cash equivalents - beginning of the year 999,309,428 1,267,774,480 885,071,693 1,232,113,206 Cash and cash equivalents of subsidiaries at acquisition date 101,137,373 13,578,023 - - Cash and cash equivalents - end of the year 2,082,152,454 999,309,428 1,842,476,116 885,071,693

- - - - Supplemental disclosures of cash flows information:Non-cash item Settle receivables from sales of investment properties with trade and other payables 13,522,899 - 13,522,899 - Settle receivables from sales of investment properties with other current liabilities 4,152,349 - 4,152,349 - Increase in share capital of the Company for acquisition of investment in subsidiaries 9,468,845,000 - 9,468,845,000 - Transfer property, plant and equipment to real estate projects under development 41,303,902 - - - Transfer property, plant and equipment to land and project awaiting development 6,026,916 - 2,509,200 - Transfer property, plant and equipment to investent properties 3,399,486 - - - Transfer deposits for purchase of land and construction to real estate projects under development 620,888,500 - 123,000,000 - Transfer real estate projects under development to property, plant and equipment 1,552,464 - 1,552,464 - Transfer intangible assets to property, plant and equipment 771,544 - 541,286 - Transfer land and project awaiting development to real estate projects under development 730,495,089 - - - Increase in investment properties from change in discount rate and fair value adjustment of long-term provision 9,762,784 - - -

Transfer advance payment for investment in subsidiary to investment in subsidiary - 150,000,000 - 150,000,000



88


Notes to Consolidated Financial StatementsU City Public Company Limited and its subsidiaries(Formerly known as “Natural Park Public Company Limited”)For the year ended 31 December 2015

Notes to Consolidated Financial Statements

1

U City Public Company Limited and its subsidiaries (Formerly known as “Natural Park Public Company Limited”) Notes to consolidated financial statements For the year ended 31 December 2015

1. General information

U City Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand. The Company is principally engaged in real estate development business. The registered office of the Company is at 21, TST Tower, Soi Choei Phuang, Vibhavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok.

On 20 April 2015, the Company registered the change of its name with the Department of Business Development, Ministry of Commerce from “Natural Park Public Company Limited” to “U City Public Company Limited”.

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.

5.5 Notes to Consolidated Financial StatementsU City Public Company Limited and its subsidiaries(Formerly known as “Natural Park Public Company Limited”)For the year ended 31 December 2015


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2

2.2 Basis of consolidation a) The consolidated financial statements include the financial statements of the Company and the

following subsidiary companies:

Company’s name Nature of business Country of

incorporation Percentage of shareholding

2015 2014 Percent Percent Subsidiaries directly owned by the Company Park Opera Company Limited Dormancy Thailand 100.0 100.0 Natural Real Estate Company Limited Dormancy Thailand 100.0 100.0 Natural Park Ville Company Limited Dormancy Thailand 100.0 100.0 Richee Property Management Company Limited Dormancy Thailand 99.9 99.9 Natural Project Chao Phraya Company Limited Property development Thailand 99.9 99.9 Natural Hotel Sukhumvit Company Limited Dormancy Thailand 64.9 64.9 Park Gourmet Company Limited Dormancy Thailand 100.0 100.0 Natural Hotel Panwa Company Limited Dormancy Thailand 100.0 100.0 Natural Hotel Chao Phraya Company Limited Property development Thailand 99.3 99.3 Khon Kaen Buri Company Limited Hotel Thailand 100.0 100.0 The Joint Venture of U City Public Company Limited, Amanresorts Services Limited and Silverlink Holdings Limited

Hotel Thailand - -

K Park Company Limited Property development Thailand - 50.0 N Park Global Holding Company Limited Property development Thailand 100.0 100.0 N Park (US), LLC Hotel /Property development United State

of America - 100.0

Boonbaramee Metta Property Company Limited Holding company/Property development

Thailand 100.0 100.0

BTS Asset Company Limited Hotel /Property development Thailand 100.0 - Kamkoong Property Company Limited Property development Thailand 100.0 - Project Green Company Limited Property development Thailand 100.0 - Prime Area 38 Company Limited Property development Thailand 100.0 - Subsidiaries indirectly owned by the Company Held by Boonbaramee Metta Property Company Limited Pacific Chiangmai Company Limited Leasing land and

structures Thailand 100.0 100.0

Pacific Hotel Chiangmai Company Limited Hotel Thailand 100.0 100.0

b) The Company is deemed to have control over an investee or subsidiaries if it has rights, or is exposed, to variable returns from its involvement with the investee, and it has the ability to direct the activities that affect the amount of its returns.

c) Subsidiaries are fully consolidated, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases.


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3

d) The financial statements of the subsidiaries are prepared using the same significant accounting policies as the Company.

e) The assets and liabilities in the financial statements of overseas subsidiary company 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.

f) Material balances and transactions between the Company and its subsidiary companies (“the Group”) have been eliminated from the consolidated financial statements.

g) 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 present investments in subsidiaries and associates under the cost method.

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.

(a) Financial reporting standards that became effective in the current year

The Group has adopted the revised (revised 2014) and new financial reporting standards issued by the Federation of Accounting Professions which 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 standards. The adoption of these financial reporting standards does not have any significant impact on the Group’s financial statements. However, some of these standards involve changes to key principles, which are summarised below:


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4

TAS 19 (revised 2014) Employee Benefits

This revised standard requires that the entity recognise actuarial gains and losses immediately in other comprehensive income while the former standard allowed the entity to recognise such gains and losses immediately in either profit or loss or other comprehensive income, or to recognise them gradually in profit or loss.

This revised standard does not have any impact on the financial statements as the Group already recognise actuarial gains and losses immediately in other comprehensive income.

TFRS 10 Consolidated Financial Statements

TFRS 10 prescribes requirements for the preparation of consolidated financial statements and replaces the content of TAS 27 Consolidated and Separate Financial Statements dealing with consolidated financial statements. This standard changes the principles used in considering whether control exists. Under this standard, an investor is deemed to have control over an investee if it has rights, or is exposed, to variable returns from its involvement with the investee, and it has the ability to direct the activities that affect the amount of its returns, even if it holds less than half of the shares or voting rights. This important change requires the management to exercise a lot of judgement when reviewing whether the Group have control over investees and determining which entities have to be included in preparation of the consolidated financial statements.

This standard does not have any impact on the Group’s financial statements.

TFRS 12 Disclosure of Interests in Other Entities

This standard stipulates disclosures relating to an entity’s interests in subsidiaries, joint arrangements and associates, including structured entities. This standard therefore has no financial impact on the financial statements of the Group.

TFRS 13 Fair Value Measurement

This standard provides guidance on how to measure fair value and stipulates disclosures related to fair value measurement. Entities are to apply the guidance under this standard if they are required by other financial reporting standards to measure their assets or liabilities at fair value. The effects of the adoption of this standard are to be recognised prospectively.

This standard does not have any significant impact on the Group’s financial statements.

(b) Financial reporting standard that will become effective in the future

During the current year, the Federation of Accounting Professions issued a number of the revised (revised 2015) and new financial reporting standards and accounting treatment guidance which is effective for fiscal years beginning on or after 1 January 2016. These financial reporting standards


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5

were aimed at alignment with the corresponding International Financial Reporting Standards. The Group's management believes that the revised and new financial reporting standards and accounting treatment guidance will not have any significant impact on the financial statements when it is initially applied.

4. Adjustment of reserved right expense for land acquisition

The Company previously recorded the reserved right expense for land acquisition as finance cost using contract rate because the Company viewed that it was obliged to make payment relating to this expense. However, in this year, the Company reviewed the conditions in to purchase and to sell land contract and concluded that the Company must pay for the reserved right when the ownership of land is transferred. Therefore, the Company has restated the financial statements, presented herein as comparative information. The cumulative effect of the adjustment of reserved right expense for land acquisition has been separately presented in the statements of changes in shareholders’ equity. At present, such contract was expired.

The adjustment affects the statement of financial position and statement of comprehensive income as follows: (Unit: Thousand Baht)

Consolidated and separate financial statements

31 December 2014 1 January 2014 Statement of financial position Decrease in trade and other payables (34,969) (12,831) Decrease in deficit (34,969) (12,831)

(Unit: Thousand Baht)

Consolidated and separate financial statements

For the year ended 31 December 2014 Statement of comprehensive income Decrease in finance cost (22,138) Increase in profit attributable to equity holders of the Company 22,138 Increase in basic earnings per share (Baht/share) 0.00010

5. Significant accounting policies

5.1 Revenue recognition

Revenue from hotel operation

Revenues from hotel operations mainly comprise of room sales, food and beverage sales and revenues from auxiliary activities, and represent the invoiced value (excluding value added tax) of goods delivered and services rendered after deducting service charges and discount.


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Revenue from sale of real estate

Revenues from sales of commercial buildings are recognised in full when significant risks and rewards are transferred to the buyer.

Other income

Dividends are recognised when the right to receive the dividends is established.

Interest income is recognised on an accrual basis based on the effective interest rate.

5.2 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.

5.3 Trade and other receivables

Trade and other receivables 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 experience and analysis of debt aging.

5.4 Inventories

Inventories are valued at the lower of weighted average cost and net realisable value.

5.5 Real estate projects under development

Real estate projects under development are stated at the lower of cost and estimated net realisable value. The cost of real estate projects under development consist of the costs of land, land development, design and construction cost.


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5.6 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 other comprehensive income, and will be recorded in profit or loss when the securities are sold.

c) Investments in non-marketable equity securities, which the Group classifies as other investments, are stated at cost net of allowance for impairment loss (if any).

e) Investment in associate is accounted for in the consolidated financial statements using the equity method.

f) Investments in subsidiaries and associate are accounted for in the separate financial statements using the cost method.

The fair value of marketable securities is based on the latest bid price of the last working day of the year.

The weighted average method is used for computation of the cost of investments.

In the event the Group reclassifies investments from one type to another, such investments will be readjusted to their fair value as at the reclassification date. The difference between the carrying amount of the investments and the fair value on the date of reclassification are recorded in profit or loss or recorded as other components of shareholders’ equity, depending on the type of investment that is reclassified.

On disposal of an investment, the difference between net disposal proceeds and the carrying amount of the investment is recognised in profit or loss.

5.7 Land and project awaiting development

Land held for future development is stated at cost less provision for impairment (if any). Cost comprises cost of land and other related acquisition costs incurred. Where the carrying amount of the land is greater than its estimated recoverable amount, a provision for impairment is made to reduce the carrying amount to the recoverable amount.

5.8 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).

On disposal of investment properties, the difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period when the asset is derecognised.


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8

5.9 Property, plant and equipment/Depreciation

Land is stated at cost. Buildings and equipment are stated at cost or revalued amount less accumulated depreciation and allowance for loss on impairment of assets (if any).

Buildings are initially recorded at cost on the acquisition date.

Depreciation of plant and equipment is calculated by reference to their costs or the revalued amounts on the straight-line basis over the following estimated useful lives:

Building, land and building improvement 5-50 years Furniture, fixture and equipment 3-20 years

Hotel operating equipment the remaining quantity from physical count Vehicles 5 years

The depreciation is dealt with in the financial statements as follows:

No depreciation is provided on land and assets under installation.

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.

5.10 Leasehold rights and amortisation

Leasehold rights are stated at cost less accumulated amortisation and allowance for loss on impairment of assets (if any). Amortisation of leasehold rights is calculated by reference to their cost on a straight-line basis over the leasehold period.

Amortisation is included in determining income. 5.11 Intangible assets

Computer software is carried at cost less accumulated amortisation and allowance for impairment losses (if any). Computer software is amortised on a systematic basis over the economic useful lives of 5-10 years and tested for impairment whenever there is an indication that the computer software may be impaired. The amortisation period and the amortisation method of such computer software are reviewed at least at each financial year end. The amortisation expense is charged to the profit or loss.


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9

5.12 Goodwill

Goodwill is initially recorded at cost, which equals to the excess of cost of business combination over the fair value of the net assets acquired. If the fair value of the net assets acquired exceeds the cost of business combination, the excess is immediately recognised as gain in profit or loss.

Goodwill is carried at cost less any accumulated impairment losses. Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Company’s cash generating units (or group of cash-generating units) that are expected to benefit from the synergies of the combination. The Company estimates the recoverable amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in profit or loss. Impairment losses relating to goodwill cannot be reversed in future periods.

5.13 Related party transactions

Related parties comprise enterprises and individuals that control, or are controlled by, the Group, whether directly or indirectly, or which are under common control with the Group.

They also include associated companies and individuals which directly or indirectly own a voting interest in the Group that gives them significant influence over the Group, key management personnel, directors, or officers with authority in the planning and direction of the Group’s operations.

5.14 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 determining income.


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10

5.15 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.

5.16 Impairment of assets

At the end of each reporting period, the Group performs impairment reviews in respect of the property, plant and equipment and other intangible assets whenever events or changes in circumstances indicate that an asset may be impaired. The Group also carries out annual impairment reviews in respect of goodwill. An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the asset’s fair value less costs to sell and its value in use, is less than the carrying amount. In determining value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by a valuation model that, based on information available, reflects the amount that the Group could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal. An impairment loss is recognised in profit or loss. In the assessment of asset impairment if there is any indication that previously recognised impairment losses may no longer exist or may have decreased, the Group estimates the asset’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The increased carrying amount of the asset attributable to a reversal of an impairment loss shall not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at a revalued amount, in which case the reversal, which exceeds the carrying amount that would have been determined, is treated as a revaluation increase.


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11

5.17 Employee benefits

Short-term employee benefits

Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred. Post-employment benefits

Defined contribution plans

The Group and its employees have jointly established a provident fund. The fund is monthly contributed by employees and by the Group. The fund’s assets are held in a separate trust fund and the Group’s contributions are recognised as expenses when incurred. Defined benefit plans

The Group has obligations in respect of the severance payments it must make to employees upon retirement under labour law. The Group treats these severance payment obligations as a defined benefit plan. The obligation under the defined benefit plan is determined by a professionally qualified independent actuary based on actuarial techniques, using the projected unit credit method.

Actuarial gains and losses arising from post-employment benefits are recognised immediately in other comprehensive income.

Past service costs are recognised in profit or loss on the earlier of the date of the plan amendment or curtailment and the date that the Group recognises restructuring-related costs.

For the first-time adoption of TAS 19 Employee Benefits in 2011, the Group selected to recognise the transitional liability, which exceeds the liability that would have been recognised at the same date under the previous accounting policy, through an adjustment to the beginning balance of retained earnings in 2011.

5.18 Assets held for sale and discontinued operations

The Group classifies disposal assets as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. The criteria for held for sale classification is regarded as met only when the sale is highly probable and the disposal assets are available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

Disposal assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.

Gain or loss from discontinued operations are excluded from the results of continuing operations and are presented as a single amount in the profit or loss.


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5.19 Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

5.20 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. 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 Group 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 Group 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 asset to be utilised.

The Group record deferred tax directly to shareholders' equity if the tax relates to items that are recorded directly to shareholders' equity.

5.21 Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between buyer and seller (market participants) at the measurement date. The Group apply a quoted market price in an active market to measure their assets and liabilities that are required to be measured at fair value by relevant financial reporting standards. Except in case of no active market of an identical asset or liability or when a quoted market price is not available, the Group measure fair value using valuation technique that are appropriate in the circumstances and maximises the use of relevant observable inputs related to assets and liabilities that are required to be measured at fair value.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy into three levels based on categorise of input to be used in fair value measurement as follows:

Level 1 - Use of quoted market prices in an observable active market for such assets or liabilities

Level 2 - Use of other observable inputs for such assets or liabilities, whether directly or indirectly

Level 3 - Use of unobservable inputs such as estimates of future cash flows


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At the end of each reporting period, the Group determine whether transfers have occurred between levels within the fair value hierarchy for assets and liabilities held at the end of the reporting period that are measured at fair value on a recurring basis.

6. Significant accounting judgements and estimates

The 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 judgement 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 judgement and estimates based upon, among other things, past collection history, aging profile of outstanding debts and the prevailing economic condition.

Impairment of equity investments

The Group treats available-for-sale investments and other investments as impaired when there has been a significant or prolonged decline in the fair value below their cost or where other objective evidence of impairment exists. The determination of what is “significant” or “prolonged” requires judgement of the management.

Property plant and equipment/Depreciation In determining depreciation of plant and equipment, the management is required to make estimates of the useful lives and residual values of the plant and equipment and to review estimate useful lives and residual values when there are any changes. In addition, the management is required to review property, plant and equipment for impairment on a periodical basis and record impairment losses when it is determined that their recoverable amount is lower than the carrying amount. This requires judgements regarding forecast of future revenues and expenses relating to the assets subject to the review. Goodwill and intangible assets

The initial recognition and measurement of goodwill and intangible assets, and subsequent impairment testing, require management to make estimates of cash flows to be generated by the asset or the cash generating units and to choose a suitable discount rate in order to calculate the present value of those cash flows.


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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. Litigation

The Group has contingent liabilities as a result of litigation. The Group’s management has used judgement to assess of the results of the litigation and believes that no loss will result. Therefore no contingent liabilities are recorded as at the end of reporting period

7. Related party transactions

During the year, the Group 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 Group and those related parties.

(Unit: Thousand Baht) Consolidated

financial statements Separate

financial statements Pricing policy 2015 2014 2015 2014 Transactions with subsidiaries (Eliminated from the consolidated

financial statements)

Interest income - - 121,377 88,095 Contract price Service expenses - - 706 - Market price Transactions with associate Interest income 2,682 520 2,682 520 Contract price Transactions with related parties Revenue from hotel operation 2,730 - - - Contract price Other income 2,799 - - - Contract price Rental and service expenses 2,483 - 2,483 - Contract price


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As at 31 December 2015 and 2014, the balances of the accounts between the Group and related parties are as follows:


Consolidated


financial statements 2015 2014 2015 2014 Trade and other receivables - related parties (Note 10)

Related companies 2,046 128 128 128 Total trade and other receivables - related parties 2,046 128 128 128 Trade and other payables - related parties (Note 22)

Subsidiaries - - 157 157 Related companies 437 - 172 -

Total trade and other payables - related parties 437 - 329 157


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Loans to related parties and interest receivables

As at 31 December 2015 and 2014, the balances of loans to and interest receivables between the Group and those related parties and the movement are as follows:

(Unit: Thousand Baht) Consolidated financial statements

Long-term loans to related party Balance as at Increase Decrease Balance as at

and interest receivables Related by 31 December

2014 during the year during the year 31 December

2015 MHG N Park Development Company Limited Associate 50,520 2,682 (2,979) 50,223 Total 50,520 2,682 (2,979) 50,223


Separate financial statements Long-term loans to related parties Balance as at Increase Decrease Balance as at

and interest receivables Related by 31 December

2014 during the year during the year 31 December

2015 Park Opera Company Limited Subsidiary 232,503 100 - 232,603 Natural Real Estate Company Limited Subsidiary 3,097 68 - 3,165 Natural Park Ville Company Limited Subsidiary 79,000 - - 79,000 Richee Property Management Company Limited Subsidiary 15,615 100 - 15,715 Natural Project Chao Phraya Company Limited Subsidiary 1,156,223 72,959 - 1,229,182 Natural Hotel Chao Phraya Company Limited Subsidiary 324,201 561,596 (155,723) 730,074 Park Gourmet Company Limited Subsidiary 718 134 - 852 Khon Kaen Buri Company Limited Subsidiary 499,479 971,832 - 1,471,311 The Joint Venture of U City Public Company Limited, Amanresorts Services Limited and Silverlink Holdings Limited Subsidiary 530,241 26,898 - 557,139

K Park Company Limited Subsidiary 25,718 10,220 (35,938) - N Park (US), LLC Subsidiary 129,675 1,848 (131,523) - Boonbaramee Metta Property Company Limited Subsidiary - 14,636 (7,304) 7,332 N Park Global Holding Company Limited Subsidiary - 703,271 - 703,271 Kamkoong Property Company Limited Subsidiary - 25,175 (12,636) 12,539 MHG N Park Development Company Limited Associate 50,520 2,682 (2,979) 50,223 3,046,990 2,391,519 (346,103) 5,092,406 Less: Allowance for doubtful debts (332,232) (26) - (332,258) Total 2,714,758 2,391,493 (346,103) 4,760,148


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Loans from related individual As at 31December 2015 and 2014, the balance of loans between the Group and related individual and the movement are as follows:


Short-term loans from related individual Related by

Balance as at 31 December

2014 Increase

during the year Decrease

during the year

Decrease from sales of

investments in subsidiaries (Note 13)

Balance as at 31 December

2015 Shareholder of Individual a subsidiary 25,000 45,917 - (70,917) - Total 25,000 45,917 - (70,917) -

Directors’ and managements’ benefits

During the year ended 31 December 2015 and 2014, the Group had employee benefit expenses payable to their directors and managements as below.

(Unit: Thousand Baht) Consolidated and separate financial statements

2015 2014 Short-term employee benefits 22,114 21,961 Post-employment benefits 5,508 6,012 Total 27,622 27,973

8. Cash and cash equivalents

(Unit: Thousand Baht) Consolidated financial statements Separate financial statements

2015 2014 2015 2014 Cash 2,201 1,904 201 371 Bank deposits 2,079,951 997,405 1,842,275 884,701 Total 2,082,152 999,309 1,842,476 885,072

As at 31 December 2015, bank deposits in saving accounts and fixed deposits carried interests between 0.25 and 0.90 percent per annum (2014: between 0.25 and 0.75 percent per annum).


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9. Current investments


Consolidated


financial statements 2015 2014 2015 2014

Fixed deposits Fixed deposits with maturity date due more than 3 months 13,567 3,850,114 13,567 3,850,011 13,567 3,850,114 13,567 3,850,011 Investments in trading securities Cost 861,375 - 861,375 - Allowance for changes in value of investments in

trading securities (241,742) - (241,742) - Fair value 619,633 - 619,633 - Investments in available-for-sale securities Cost 1,198,000 - 1,100,000 - Surplus on changes in value of investments in

available-for-sale securities 3,130 - 2,701 - Fair value 1,201,130 - 1,102,701 - Total current investments 1,834,330 3,850,114 1,735,901 3,850,011

During the year, the movements of trading securities are as follows:

(Unit: Thousand Baht) Consolidated financial statements /

Separate financial statements 2015 2014 Book value as at 1 January 2015 - net - - Transferred from investments in available-for-sale securities 2,717 Acquisition during the year 1,305,420 - Disposal during the year (446,762) - Changes in value of trading securities (241,742) - Book value as at 31 December 2015 - net 619,633 -


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During the year, the Group have realised loss on trading securities and unrealised loss on changes in value of trading securities as follow:

(Unit: Thousand Baht) Consolidated financial statements /

Separate financial statements 2015 2014 Realised loss on trading securities 7,450 - Unrealised loss on changes in value of trading securities 241,742 - Total 249,192 -

10. Trade and other receivables



financial statements 2015 2014 2015 2014 Trade receivables - related parties (Note 7) Past due Up to 3 months 1,381 - - - 3 - 6 months 165 - - - Over 12 months 73,008 73,008 73,008 73,008 Total 74,554 73,008 73,008 73,008 Less: Allowance for doubtful debts (72,880) (72,880) (72,880) (72,880) Total trade receivables - related parties - net 1,674 128 128 128 Trade receivables - unrelated parties Past due Up to 3 months 44,018 28,156 - 3,594 3 - 6 months 3,377 212 - 212 6 - 12 months - 545 - 545 Over 12 months 25,669 25,806 19,894 20,031 Total 73,064 54,719 19,894 24,382 Less: Allowance for doubtful debts (22,893) (23,030) (19,518) (19,655) Total trade receivables - unrelated parties - net 50,171 31,689 376 4,727 Total trade receivables - net 51,845 31,817 504 4,855


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financial statements 2015 2014 2015 2014 Other receivables Other receivables - related parties (Note 7) 372 - - - Other receivables - unrelated parties 267 10,946 90 31,459 Advances 362 613 362 597 Interest receivable 1,293 19,454 1,226 17,555 Dividend receivable 340 - 340 - Others - 1,839 - - Total other receivables 2,634 32,852 2,018 49,611 Total trade and other receivables - net 54,479 64,669 2,522 54,466

11 Real estate projects under development

(Unit: Thousand Baht) Consolidated financial statements Separate financial statements 2015 2014 2015 2014 Land 2,140,419 583,697 700,016 583,697 Less: Allowance for impairment of land (5,987) (7,760) (5,987) (7,760) 2,134,432 575,937 694,029 575,937 Land development cost 1,199 1,199 1,199 1,199 Construction cost 241,875 90,245 200,571 90,245 Others 10,019 12,982 10,019 12,982 Real estate projects under development - net 2,387,525 680,363 905,818 680,363

12. Restricted deposits

The Group has pledged some of deposits at financial institutions as collateral against bank guarantees as discussed in Note 33.3 to the financial statements.


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13. Investments in subsidiaries

Details of investments in subsidiaries as presented in separate financial statements are as follows: (Unit: Thousand Baht)

Company’s name Paid-up capital Shareholding percentage Cost method 2015 2014 2015 2014 2015 2014

Park Opera Company Limited 22,555 22,555 100 100 22,555 22,555 Natural Real Estate Company Limited 33,000 33,000 100 100 33,000 33,000 Natural Park Ville Company Limited 43,000 43,000 100 100 243,340 243,340 Richee Property Management Company Limited

1,000 1,000 100 100 999 999

Natural Project Chao Phraya Company Limited 1,000 1,000 100 100 999 999 Natural Hotel Sukhumvit Company Limited 41,353 41,353 65 65 26,841 26,841 Park Gourmet Company Limited 25,000 25,000 100 100 25,000 25,000 Natural Hotel Panwa Company Limited 143,000 143,000 100 100 143,000 143,000 Natural Hotel Chao Phraya Company Limited 100 100 100 100 99 99 Khon Kaen Buri Company Limited 800,000 800,000 100 100 800,000 800,000 The Joint Venture of U City Public Company

Limited, Amanresorts Services Limited and Silverlink Holdings Limited - - - - - -

K Park Company Limited -(*) 5,000 - 50 - 2,500 N Park Global Holding Company Limited 1,000 1,000 100 100 1,000 1,000 N Park (US), LLC -(*) 6 - 100 - 6 Boonbaramee Metta Property Company

Limited 700,000 700,000 100 100 290,000 290,000

BTS Asset Company Limited 2,955,000 -(*) 100 - 6,762,997 - Kamkoong Property Company Limited 1,100,000 -(*) 100 - 2,705,848 - Project Green Company Limited 100,000 - 100 - 75,000 - Prime Area 38 Company Limited 10,000 - 100 - 10,000 - Total 11,140,678 1,589,339 Less: Provision for loss on diminution in value (993,877) (908,402) Net 10,146,801 680,937 (*) Acquired/disposed investments in subsidiaries during the year.


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Boonbaramee Metta Property Company Limited

On 11 September 2014, the Company acquired a 100 percent interest in Boonbaramee Metta Property Company Limited (“Boonbaramee”) and its subsidiaries.

As a result, the Company has control over Boonbaramee and its subsidiaries from 11 September 2014 onwards. However, the Company’s management assessed that the assets and liabilities of Boonbaramee and its subsidiaries as at 11 September 2014 and 31 August 2014 are not materially different. The Company has therefore assumed that the date of the share acquisition was 31 August 2014 and included Boonbaramee and its subsidiaries’ operating results in the consolidated financial statements as from 31 August 2014.

The Company has assessed the fair value of identifiable assets acquired and liabilities assumed at 31 August 2014 and the assessment process has been completed in the current year and within the period of one year from the acquisition date allowed by Thai Financial Reporting Standard No. 3 (revised 2014) Business Combinations. The Company has not retrospectively adjusted the financial statements due to there is no difference between fair value and estimated carrying amounts of net assets acquired.

Details of the acquisition are as follows:

(Unit: Thousand Baht) Cash paid for the acquisition 290,000 Less: Fair value of net assets acquired (115,976)

Goodwill 174,024 Cash paid for the acquisition 290,000 Less: Cash and cash equivalents of the acquire (13,578)

Net cash paid for the acquisition - net from cash and cash equivalents received 276,422


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The fair value and estimated carrying amounts of net assets acquired from Boonbaramee and its subsidiaries as at 31 August 2014 are as follows:


Fair value

Estimated carrying amounts of net assets

acquired Assets Cash and cash equivalents 13,578 13,578 Trade and other receivables 11,061 11,061 Inventories 6,388 6,388 Short-term loans to related individual and interest receivables 138,290 138,290 Other current assets 6,541 6,541 Property, plant and equipment 1,497,215 1,497,215 Intangible assets 675 675 Other non-current assets 5,824 5,824 Total assets 1,679,572 1,679,572 Liabilities Bank overdrafts and short-term loans from financial institutions 18,574 18,574 Trade and other payables 202,786 202,786 Deposits and advances received 5,291 5,291 Other current liabilities 3,647 3,647 Liabilities under debt restructuring agreements 1,196,777 1,196,777 Provision for long-term employee benefits 6,540 6,540 Deferred tax liabilities 129,981 129,981 Total liabilities 1,563,596 1,563,596 Net asset value 115,976 115,976 Cash paid for the acquisition 290,000 Goodwill 174,024

Some of ordinary shares of Boonbaramee and its subsidiaries have been pledged with a financial institution to secure liabilities under debt restructuring agreements as discussed in Note 23 to the financial statements.


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K Park Company Limited and N Park (US), LLC

On 23 March 2015, a meeting of the Board of Directors of the Company passed a resolution to approve the sale of all ordinary shares of K Park Company Limited (“K Park”) and N Park (US), LLC (“N Park (US)”). Subsequently, on 10 April 2015, the Company transferred all of the ordinary shares held in K Park and N Park (US) to the buyers. The Company received net cash amounting to Baht 48 million in return. The Company has excluded the financial statements of these subsidiaries from the consolidated financial statements since 10 April 2015.

Details of the book values of assets and liabilities of K Park and N Park (US) as at 10 April 2015 are as follows:

(Unit: Thousand Baht) K Park N Park (US) Total Assets Cash and cash equivalents 4,828 46,303 51,131 Long-term loans - 39,690 39,690 Other non-current assets 70,000 - 70,000 Total assets 74,828 85,993 160,821 Liabilities and shareholders’ equity Trade and other payables 982 - 982 Short-term loans from related individual 70,917 - 70,917 Other components of shareholders' equity - 717 717 Non-controlling interests of the subsidiaries 1,465 - 1,465 Total liabilities and shareholders’ equity 73,364 717 74,081

Net asset value 1,464 85,276 86,740

Details of sales are as follows:

(Unit: Thousand Baht) Net asset of K Park and N Park (US) 86,740 Less: Cash and cash equivalents of K Park and N Park (US) as at sale date (51,131) 35,609 Cash received from sales of investments in subsidiaries (48,321)

Gain on sales of investments in subsidiaries 12,712


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BTS Assets Company Limited and Kamkoong Property Company Limited

On 29 December 2014, the Extraordinary General Meeting of the shareholders passed a resolution to enter into the business acquisition transaction of BTS Assets Company Limited (“BTSA”) and Kamkoong Property Company Limited (“Kamkoong”), by acquiring all ordinary shares of both companies from BTS Group Holdings Public Company Limited (“BTSG”) in the aggregate amount of up to Baht 10,011 million and to authorise the Board of Directors or the Executive Committee or the authorised directors of the Company to enter into final price negotiations of the transaction. In this regard such price will be subject to the due diligence of BTSA and Kamkoong. Subsequently, on 20 April 2015, the Company has issued 200,086,877,212 ordinary shares, with a par value of Baht 1 each (representing 35.64 percent of the total issued shares of the Company) and the warrants to purchase the ordinary shares of the Company No.2 (“the Warrants U-W2”) in the amount of 100,043,438,606 units, at no cost, (these warrants, having the exercise price of Baht 0.047 per share, are non-listed securities that cannot be traded on the Stock Exchange of Thailand) as the consideration required for the acquisition of the businesses of BTSA and Kamkoong from BTSG. The Company has included the financial statements of these subsidiaries in the consolidated financial statements since 20 April 2015. In order to appropriately reflect the value of their investment, the Company recorded the investment in BTSA and Kamkoong as investment in subsidiaries at a fair value of ordinary shares and warrants of the Company as at 20 April 2015, calculated based on the valuation report from an independent value. Acquisition cost of BTSA and Kamkoong based on the valuation report from an independent value are as follows:

(Unit: Thousand Baht) Acquisition cost of BTSA 6,762,997 Acquisition cost of Kamkoong 2,705,848 Total acquisition cost 9,468,845

The Company completed measurement of the fair value of identifiable assets acquired and liabilities assumed on 20 April 2015 in the current year, which is within the period of one year from the acquisition date allowed by Thai Financial Reporting Standard 3 (revised 2014) Business Combinations. The Company has not retrospectively adjusted the financial statements due to there is no difference between fair value and estimated carrying amounts of net assets acquired. Based on the analysis, the management of the Company considers that the business acquisition of BTSA was a business combination because the assets acquired and liabilities assumed constitute a business. However, the Company considers that the business acquisition of Kamkoong was an asset acquisition because, applying the definition in TFRS 3 (revised 2014) Business Combinations, the assets acquired do not constitute a business.


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Transaction of BTSA

The fair value and estimated carrying amounts of net assets acquired from BTSA as at 20 April 2015 are as follows:


Fair value Estimated carrying amounts of

net assets acquired Assets Cash and cash equivalents 100,509 100,509 Trade and other receivables 17,427 17,427 Inventories 7,014 7,014 Other current assets 43,160 43,160 Restricted deposits 5,000 5,000 Investment properties 2,802,764 2,802,764 Property, plant and equipment 3,875,000 3,875,000 Intangible assets 1,796 1,796 Other non-current assets 4,146 4,146 Total assets 6,856,816 6,856,816 Liabilities Trade and other payables 59,445 59,445 Income tax payable 55,045 55,045 Other current liabilities 5,440 5,440 Provision for long-term employee

benefits 11,630 11,630 Long-term provision 231,000 231,000 Deferred tax liabilities 714,427 714,427 Other non-current liabilities 1,000 1,000 Total liabilities 1,077,987 1,077,987

Net asset value 5,778,829 5,778,829 Acquisition cost 6,762,997

Goodwill 984,168


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Transaction of Kamkoong

The net assets acquired from the asset acquisition as at 20 April 2015 are as follows:


The net

assets acquired Assets Cash and cash equivalents 628 Other current assets 771 Land and project awaiting development* 2,704,863 Total assets 2,706,262 Liabilities Trade and other payables 196 Other current liabilities 218 Total liabilities 414 Net asset value 2,705,848

*As at 31 December 2015, the Company reclassified land and project awaiting development of Kamkoog to investment properties

Project Green Company Limited

On 18 May 2015, a meeting of the Board of Directors of the Company passed a resolution to establish Project Green Company Limited, to engage in the property development, with a registered share capital of Baht 100 million (1,000,000 ordinary shares with a par value of Baht 100 each), 75% called up. This company registered its incorporation on 19 June 2015. The Company held a 100 percent interest in this company.

Prime Area 38 Company Limited

On 23 November 2015, a meeting of the Executive Committee of the Company passed a resolution to establish Prime Area 38 Company Limited, to engage in the property development, with a registered share capital of Baht 10 million (100,000 ordinary shares with a par value of Baht 100 each), 100% called up. This company registered its incorporation on 30 November 2015. The Company held a 100 percent interest in this company.


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14. Investments in associate

14.1 Detail of associate: (Unit: Thousand Baht) Consolidated


financial statements

Company’s name Nature of business

Country of incorporation

Shareholding percentage

Equity method

Cost method 2015 2014 2015 2014 2015 2014 (%) (%)

MHG N Park Development Company Limited

Property development

Thailand 50 50 45,596 48,158 50,000 50,000 Total 45,596 48,158 50,000 50,000

14.2 Share of loss During the years, the Group recognised their share of loss from investments in associate in the consolidated financial statements as follows:

(Unit: Thousand Baht) Company’s name 2015 2014

MHG N Park Development Company Limited (2,562) (1,841) Total (2,562) (1,841)

14.3 Summarised financial information about material associate

Summarised information about financial position (Unit: Thousand Baht) MHG N Park Development Company Limited

2015 2014 Current assets 32,610 65,385 Non-current assets 455,198 145,515 Current liabilities (92,616) (14,583) Non-current liabilities (304,000) (100,000) Net assets 91,192 96,317 Shareholding percentage (%) 50 50 Share of net assets 45,596 48,158


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Summarised information about comprehensive income (Unit: Thousand Baht)

MHG N Park Development Company Limited 2015 2014 Revenue 95 85 Loss for the year (5,124) (3,683)

15. Other long-term investments


Consolidated and separate

financial statements 2015 2014

Investments in available-for-sale securities Cost 209 2,925 Surplus (deficit) on changes in value of investments 9 (369) Fair value 218 2,556 Other Investments - other companies Cost - 237,740 Total other long-term investments 218 240,296

16. Land and project awaiting development

Movements of the land and project awaiting development account during the year ended 31 December 2015 are summarised below.


Consolidated


financial statements Net book value as at 1 January 2015 951,922 - Transfer in (out) (724,468) 2,509 Additions during the year 1,071,914 686,670 Net book value as at 31 December 2015 1,299,368 689,179


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17. Investment properties

The net book value of investment properties as at 31 December 2015 and 2014 is presented below.



Land

Building and building

improvement

Total

Building and building

improvement

Total As at 31 December 2015: Cost 5,529,036 96 5,529,132 - - Less Accumulated depreciation - (86) (86) - - Net book value 5,529,036 10 5,529,046 - - As at 31 December 2014: Cost - 513,679 513,679 513,679 513,679 Less Accumulated depreciation - (438,058) (438,058) (438,058) (438,058) Net book value - 75,621 75,621 75,621 75,621

Movements of the investment properties account during the year ended 31 December 2015 are summarised below.

(Unit: Thousand Baht) Consolidated financial

statements Separate

financial statements Balance at beginning of year 75,621 75,621 Increase from acquisition of subsidiaries (Note 13) 5,507,627 - Transfer in 3,399 - Addition during the year 8,925 582 Increase from changing the discounted rate and present

value of long term provision 9,763 - Disposal during the year - net book value (71,069) (71,069) Depreciation for the year (5,221) (5,134) Balance at end of year 5,529,046 -


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The fair value of the investment properties as at 31 December 2015 stated below.



financial statements 2015 2014 2015 2014 Land 5,529,046 - - - Buildings and building improvement - 119,565 - 119,565

The fair values of the above investment properties have been determined based on valuations performed by an accredited independent valuer. The fair value of the land has been determined based on market prices, while that of the buildings and building improvements has been determined using the income approach. The main assumptions used in the valuation are rental periods, rental profit, and capitalisation rate.


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18. Property, plant and equipment (Unit: Thousand Baht)

Consolidated financial statements

Land

Buildings and building improvement

Furniture fixture and equipment

Hotel operating equipment Vehicle

Construction in progress Total

Cost amount: 1 January 2014 413,500 1,676,548 69,172 78,221 20,044 333,427 2,590,912 Acquisitions of subsidiaries during the year (Note 13)

827,750 1,168,807

165,209

51,429

-

-

2,213,195

Additions 188 25,397 888 3,193 - 10,277 39,943 Disposals (56,000) - - - - - (56,000) Write-off - - - - - (210,381) (210,381) Transfer in - 73,196 - - - - 73,196 31 December 2014 1,185,438 2,943,948 235,269 132,843 20,044 133,323 4,650,865 Acquisitions of subsidiaries during the year (Note 13)

1,518,732 2,459,032

83,726

71,522

-

-

4,133,012

Additions - 20,279 16,027 2,790 - 763 39,859 Disposals (2,310) (8,333) (1,755) - (2,272) - (14,670) Write-off - - - (26,290) - - (26,290) Transfer in (out) (2,509) 1,552 (4,765) 2,187 - (44,822) (48,357) 31 December 2015 2,699,351 5,416,478 328,502 183,052 17,772 89,264 8,734,419 Accumulated depreciation: 1 January 2014 - 73,080 60,228 11,716 6,845 - 151,869 Acquisitions of subsidiaries during the year (Note 13)

- 647,931

68,049

-

-

-

715,980

Depreciation for the year - 38,865 10,336 24,193 3,872 - 77,266 31 December 2014 - 759,876 138,613 35,909 10,717 - 945,115 Acquisitions of subsidiaries during the year (Note 13)

- 215,616

29,676

12,720

-

-

258,012

Depreciation for the year - 150,254 16,634 20,043 3,221 - 190,152 Disposals - (7,621) (1,474) (7) (1,351) - (10,453) Transfer in - - 50 - - - 50 31 December 2015 - 1,118,125 183,499 68,665 12,587 - 1,382,876 Allowance for impairment loss: 1 January 2014 - - - - - 210,381 210,381 Increase during the year - 271,846 - - - - 271,846 Write-off - - - - - (210,381) (210,381) 31 December 2014 - 271,846 - - - - 271,846 Increase during the year 187 51,096 - - - - 51,283 31 December 2015 187 322,942 - - - - 323,129 Net book value: 31 December 2014 1,185,438 1,912,226 96,656 96,934 9,327 133,323 3,433,904 31 December 2015 2,699,164 3,975,411 145,003 114,387 5,185 89,264 7,028,414 Depreciation for the year 2014 (Baht 37 million included in cost of hotel and cost of sale of real estate, and the balance in administrative expenses) 77,266 2015 (Baht 181 million included in cost of hotel and cost of sale of real estate, and the balance in administrative expenses) 190,152


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(Unit: Thousand Baht) Separate financial statements

Land

Buildings and building improvement

Furniture, fixtures and equipment Vehicles Total

Cost amount: 1 January 2014 2,509 8,291 38,498 12,260 61,558 Additions - 26 855 - 881 Transfer in - 73,196 - - 73,196 31 December 2014 2,509 81,513 39,353 12,260 135,635 Additions - 17 1,678 - 1,695 Disposals - (8,333) (1,690) (2,272) (12,295) Transfer in (out) (2,509) 1,552 591 - (366) 31 December 2015 - 74,749 39,932 9,988 124,669 Accumulated depreciation: 1 January 2014 - 7,371 35,426 3,047 45,844 Depreciation for the year - 3,623 776 2,445 6,844 31 December 2014 - 10,994 36,202 5,492 52,688 Depreciation for the year - 2,802 1,011 2,208 6,021 Disposals - (7,532) (1,329) (1,351) (10,212) Transfer in - - 50 - 50 31 December 2015 - 6,264 35,934 6,349 48,547 Allowance for impairment loss: 1 January 2014 - - - - - 31 December 2014 - - - - - Increase during the year - 51,096 - - 51,096 31 December 2015 - 51,096 - - 51,096 Net book value: 31 December 2014 2,509 70,519 3,151 6,768 82,947 31 December 2015 - 17,389 3,998 3,639 25,026 Depreciation for the year 2014 (Baht 4 million included in cost of sale of real estate, and the balance in administrative expenses) 6,844 2015 (Baht 3 million included in cost of sale of real estate, and the balance in administrative expenses) 6,021

As at 31 December 2015, the Group had certain items of plant and equipment were fully depreciated but are still in use. The gross carrying amount before deducting accumulated depreciation and allowance for impairment loss of those assets amounted to approximately Baht 167 million (2014: Baht 63 million) (The Company only: Baht 34 million, 2014: Baht 39 million). As at 31 December 2015, the Group had vehicles under financial lease agreements with net book values amounting to Baht 5 million (2014: Baht 9 million) (The Company only: Baht 4 million, 2014: Baht 7 million). Subsidiaries have mortgaged land and constructions thereon amounting to Baht 1,362 million (2014: Baht 3,090 million) as collateral against liabilities under debt restructuring agreements as discussed in Note 23 to the financial statements.


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19. Leasehold rights (Unit: Thousand Baht)


Separate financial statements

Cost 1 January 2014 125,000 - Additions 22,504 22,504 31 December 2014 147,504 22,504 Additions (22,504) (22,504) 31 December 2015 125,000 - Accumulated amortisation 1 January 2014 36,027 - Amortisation for the year 5,810 1,646 31 December 2014 41,837 1,646 Amortisation for the year 8,263 4,099 Amortisation for disposals (5,745) (5,745) 31 December 2015 44,355 - Net book value 31 December 2014 105,667 20,858 31 December 2015 80,645 - Amortisation included in administrative expenses 2014 5,810 1,646 2015 8,263 4,099


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20. Intangible assets


Consolidated


financial statements Costs 1 January 2014 13,679 7,198 Increase from acquisition of subsidiaries (Note 13) 675 - Additions 3,952 1,737 31 December 2014 18,306 8,935 Increase from acquisition of subsidiaries (Note 13) 1,796 - Additions 260 222 Disposals (15) (15) Transfer out (821) (591) 31 December 2015 19,526 8,551 Accumulated amortisation 1 January 2014 871 5 Amortisation for the year 2,958 23 31 December 2014 3,829 28 Amortisation for the year 2,071 366 Amortisation on disposals (1) (1) Transfer out (50) (50) 31 December 2015 5,849 343 Net book value 31 December 2014 14,477 8,907

31 December 2015 13,677 8,208 Amortisation included in administrative expenses 2014 2,958 23

2015 2,071 366


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21. Assets held for sale and discontinued operations

On 23 March 2015, a meeting of the Board of Directors of the Company passed a resolution to approve the sale all of ordinary shares of K Park, N Park (US) and Prospect Development Company Limited (“Prospect”) to unrelated party and individuals. On 30 March 2015, a meeting of the Board of Directors of the Company passed resolutions to approve the sale of land and leasehold rights with construction thereon to unrelated parties and to approve the cancellations of agreements to purchase and to sell land and land rental agreements. The Board also approved the Company to transfer the right to purchase the land to a subsidiary. In April 2015, the Company sold all ordinary shares of K Park and N Park (US), land and leasehold rights with construction thereon, and subsequently sold all ordinary shares of Prospect in October 2015. The Company de-recognised the above items from the financial statements. To comply with the requirements of TFRS 5 (revised 2014) Non-current Assets Held for Sale and Discontinued Operations, the Company separately presented the operating results of the mentioned companies under “Profit from discontinued operation for the year” in statement of comprehensive income for the year ended 31 December 2015 and 2014 presented for comparative purposes.

(Unit: Thousand Baht) For the year ended 31 December 2015

The Company

K Park

N Park (US)

Consolidated financial

statements

Separate financial

statements Statement of comprehensive income Revenues Revenue from rental and services business 24,550 - - 24,550 24,550 Other revenues - - 123 123 - Total revenues 24,550 - 123 24,673 24,550 Expenses Cost of rental and services 14,100 - - 14,100 14,100 Administrative expenses 4,097 25 3 4,125 4,097 Total expenses 18,197 25 3 18,225 18,197 Profit (loss) before finance cost 6,353 (25) 120 6,448 6,353 Finance cost - (199) - (199) - Profit (loss) from discontinued operation for the year 6,353 (224) 120 6,249 6,353


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The Company

K Park

N Park (US)


statements

Separate financial

statements Statement of comprehensive income Revenues Revenue from rental and services business 96,648 - - 96,648 96,648 Other revenues - 19 185 204 - Total revenues 96,648 19 185 96,852 96,648 Expenses Cost of rental and services 53,629 - - 53,629 53,629 Administrative expenses 1,646 195 10,271 12,112 1,646 Total expenses 55,275 195 10,271 65,741 55,275 Profit (loss) before finance cost 41,373 (176) (10,086) 31,111 41,373 Finance cost - (919) - (919) - Profit (loss) from discontinued operation for the year 41,373 (1,095) (10,086) 30,192 41,373

22. Trade and other payables



financial statements 31 December

2015 31 December

2014 31 December

2015 31 December

2014 (Restated) (Restated) Trade payables - related parties (Note 7) 437 - 329 157 Trade payables - unrelated parties 51,857 46,553 16,144 12,273 Other payables - unrelated parties 24,510 20,013 5,916 6,334 Accrued expenses 67,572 36,132 10,803 11,015 Total trade and other payables 144,376 102,698 33,192 29,779


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The Company

K Park

N Park (US)


statements

Separate financial

statements Statement of comprehensive income Revenues Revenue from rental and services business 96,648 - - 96,648 96,648 Other revenues - 19 185 204 - Total revenues 96,648 19 185 96,852 96,648 Expenses Cost of rental and services 53,629 - - 53,629 53,629 Administrative expenses 1,646 195 10,271 12,112 1,646 Total expenses 55,275 195 10,271 65,741 55,275 Profit (loss) before finance cost 41,373 (176) (10,086) 31,111 41,373 Finance cost - (919) - (919) - Profit (loss) from discontinued operation for the year 41,373 (1,095) (10,086) 30,192 41,373

22. Trade and other payables



financial statements 31 December

2015 31 December

2014 31 December

2015 31 December

2014 (Restated) (Restated) Trade payables - related parties (Note 7) 437 - 329 157 Trade payables - unrelated parties 51,857 46,553 16,144 12,273 Other payables - unrelated parties 24,510 20,013 5,916 6,334 Accrued expenses 67,572 36,132 10,803 11,015 Total trade and other payables 144,376 102,698 33,192 29,779

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23. Liabilities under debt restructuring agreements

(Unit: Thousand Baht) Consolidated financial statements 2015 2014

Liabilities under debt restructuring agreements 1,197,072 1,205,171 Less: Current portion (10,162) (5,874) Liabilities under debt restructuring agreements - net of current portion 1,186,910 1,199,297

Movements in liabilities under debt restructuring agreements account during the year ended 31 December 2015 are summarised below.

(Unit: Thousand Baht) Consolidated financial

statements Balance as at 1 January 2015 1,205,171 Less: Repayment (8,099) Balance as at 31 December 2015 1,197,072

In 2014, a subsidiary entered into debt restructuring agreements with a financial institution. Under the conditions of such agreements, creditor has extended the repayment schedule for the subsidiary as follows:

1. The principal amounting to Baht 1,200 million is repayable in monthly instalments commencing on 31 August 2014 and to be completed within a period of 12 years (due on 31 July 2026).

2. The interest rate applicable from the first to the second year is 4 percent per annum, and in the third year is 5 percent per annum. Subsequently, the interest is calculated at the rate of SPRL (Standard profit rate for prime corporate customer with long term financing) per annum.

3. Outstanding interest of Baht 90 million out of Baht 142 million is to be payable within September 2014. As for the remainder amounting to Baht 52 million, the financial institution agreed to forgive when the subsidiary complies with the conditions of the agreements.


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Liabilities under debt restructuring agreements are guaranteed by the pledge of three subsidiaries’ ordinary shares in proportion of each the company of not less than 76 percent of the total shares, the mortgage of land and constructions thereon of subsidiaries, as described in Note 13 and 18 to the financial statements, and two subsidiaries, as the co-debtors to the financial institution.

The debt restructuring agreements contain covenants pertaining, among other things, prohibit of share capital reduction, merger with other entity and dividend payment.

24. Long-term loans


2015 2014 Long-term loans - 904,838 Less: Current portion - (34,294) Long-term loans - net of current portion - 870,544

Movements of the long-term loans account for the year ended 31 December 2015 are summarised below. (Unit: Thousand Baht)

Consolidated

financial statements Balance as at 1 January 2015 904,838 Less: Repayment (904,838) Balance as at 31 December 2015 -

Details of long-term loans are provided as follows: 24.1 On 27 July 2009, a subsidiary entered into an agreement with a financial institution granting a loan facility to fund

the purchase of assets amounting to Baht 250 million. The loan is to be repaid within 27 July 2026 and interest is charged at a rate of SPRL plus 1 percent per annum. On 14 May 2014, the subsidiary entered into a memorandum to decrease the interest rate to SPRL per annum from May 2014 to April 2015, after which it returns to the rate of SPRL plus 1 percent per annum.

24.2 On 3 September 2010, a subsidiary entered into an agreement with a financial institution granting a loan facility to fund the construction of assets amounting to Baht 715 million. The loan is to be repaid within 3 September 2027, and interest is charged at a rate of SPRL plus 1 percent per annum. On 14 May 2014, the subsidiary entered into a memorandum to decrease the interest rate to SPRL per annum from May 2014 to April 2015, after which it returns to the rate of SPRL plus 1 percent per annum.

24.3 On 22 June 2012, a subsidiary entered into an agreement with a financial institution granting a loan facility to fund the construction of assets amounting to Baht 100 million. The loan is to be repaid within 22 June 2025, and interest is charged at a rate of SPRL plus 1 percent per annum.


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In August 2015, the subsidiary made full early repayment of the loans.

25. Provision for long-term employee benefits

Provision for long-term employee benefits, which represents compensation payable to employees after they retire, was as follows:



financial statements 2015 2014 2015 2014 Provision for long-term employee benefits at beginning of year 19,913 8,645 11,614 7,878 Increase from acquisition of subsidiaries (Note 13) 11,630 6,540 - - Included in profit or loss:

Current service cost 10,450 3,289 1,568 2,320 Interest cost 1,109 386 470 362

Included in other comprehensive income: Actuarial (gain) loss arising from

Demographic assumptions changes (1,283) - 580 - Financial assumptions changes (880) (145) 997 (144) Experience adjustments (15,854) 1,198 (5,261) 1,198

Benefits paid during the year (838) - - - Provision for long-term employee benefits at end of year 24,247 19,913 9,968 11,614

Line items in profit or loss under which long-term employee benefit expenses are recognised are as follows: (Unit: Thousand Baht)



2015 2014 2015 2014 Cost of hotel operation 5,507 982 - - Administrative expenses 6,052 2,693 2,038 2,682 Total expenses recognised in profit or loss 11,559 3,675 2,038 2,682

The Group expects to pay Baht 12 million of long-term employee benefits within the next year (2014: Baht 1 million) (The company only : Baht 12 million and 2014: nil).

As at 31 December 2015, the weighted average duration of the liabilities for long-term employee benefit of the Group is 13-17 years (The Company only: 15 years).


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Significant actuarial assumptions are summarised below:

(Unit: percent per annum) Consolidated


financial statements 2015 2014 2015 2014 Discount rate 2.5 - 3.1 3.2 - 4.1 3.0 4.1 Salary increase rate (depend on age) 3.5 - 9.0 5.0 5.0 - 7.0 5.0 Turnover rate (depend on age) 0.0 - 30.0 0.0 - 38.0 0.0 - 25.0 0.0 - 38.0

The result of sensitivity analysis for significant assumptions that affect the present value of the long-term employee benefit obligation as at 31 December 2015 are summarised below:

(Unit: Million Baht) Consolidated


financial statements Increase 1% Decrease 1% Increase 1% Decrease 1% Discount rate (2,311) 1,562 (739) 835 Salary increase rate 1,516 (1,352) 807 730

26. Long-term provision


Construction cost of car park

building and sky walk Balance as at 1 January 2015 - Increase from acquisition of subsidiaries (Note 13) 231,000 Increase from discount rate adjustment 9,763 Revision of provision 4,237

Balance as at 31 December 2015 245,000

A subsidiary, BTSA, recorded provision for its contractual obligations with a bank to construct car park building and sky walk. The subsidiary’s management believes that the assumptions are appropriate under the current circumstance.


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27. Share capital

On 29 December 2014, the Extraordinary General Meeting of the shareholders passed a resolution to approve the increase of registered capital from Baht 541,913,132,646 (541,913,132,646 ordinary shares with a par value of Baht 1 each) to Baht 861,413,132,646 (861,413,132,646 ordinary shares with a par value of Baht 1 each) by newly issuing 319,500,000,000 ordinary shares with a par value of Baht 1 each in order to conform with the transactions with BTSG as mentioned in Note 13 to the financial statements. The newly issued ordinary shares will be allocated as follows: 1. To allocate the 213,000,000,000 newly issued ordinary shares, at a par value of Baht 1 each, to BTSG for

the sale of all ordinary shares of BTSA and Kamkoong held by BTSG to the Company at the price of Baht 0.047 per share, in the aggregate amount of up to Baht 10,011 million.

2. To allocate the 106,500,000,000 newly issued ordinary shares of the Company, at a par value of Baht 1 each, to reserve the exercise of the rights under the Warrants U-W2 to be allocated to BTSG at no cost. The exercise price of the warrants is Baht 0.047.

The Company registered the corresponding increase in its registered capital with the Ministry of Commerce on 11 February 2015. As at 3 1 December 2015, the Company’s issued and fully paid-up share capital has increased from Baht 361,275,421,764 (361,275,421,764 ordinary shares with a par value of Baht 1 each) to Baht 561,362,298,976 (561,362,298,976 ordinary shares with a par value of Baht 1 each) as a result of the transactions with BTSG. The Company registered the corresponding increase in its paid-up capital with the Ministry of Commerce on 20 April 2015.

28. Warrants

On 6 November 2014, a meeting of the Board of Directors of the Company approved date of issuance of the warrants to purchase the ordinary shares of the Company No.1 (“the Warrants U-W1”) issued to the Company’s existing shareholders in a ratio of 1 warrant for every 1 existing ordinary shares, without specifying the offer price. Details are as follows:

Issue date 7 November 2014 Number of warrants Contractual life Exercise price

180,637,710,882 units 5 years from the issue date 1 unit of the warrant can purchase 1 ordinary share at the exercise price of Baht 0.06

On 30 March 2015, a meeting of the Board of Directors of the Company approved date of issuance of the Warrants U-W2 issued to BTSG, without specifying the offer price, in order to conform with the transactions with BTSG as mentioned in Note 13 to the financial statements. Details are as follows:

43

Issue date 20 April 2015 Number of warrants Contractual life Exercise price

100,043,438,606 units The maturity date of the warrant will be the same date with the Warrants U-W1 which is 6 November 2019 1 unit of the warrant can purchase 1 ordinary share at the exercise price of Baht 0.047

29. Expenses by nature

Significant expenses classified by nature are as follows: (Unit: Thousand Baht) Consolidated


financial statements 2015 2014 2015 2014 Salary and wages and other employee benefits 229,341 92,580 46,726 38,610 Depreciation and amortisation 205,705 111,706 15,619 34,329 Consultation and professional fee 36,614 50,579 21,284 49,925 Loss for impairment of asset 62,270 279,606 62,082 7,760 Impairment loss on investment in subsidiary - - 85,475 416,067 Realised loss from trading securities and unrealised loss on change in value of trading securities 249,192 - 249,192 - Cost of food and beverage 92,968 50,673 - - Change in real estate projects under development (935,606) (108,267) (550,800) (108,267) Increase in real estate projects under development 1,019,456 124,366 634,650 124,366


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Issue date 20 April 2015 Number of warrants Contractual life Exercise price

100,043,438,606 units The maturity date of the warrant will be the same date with the Warrants U-W1 which is 6 November 2019 1 unit of the warrant can purchase 1 ordinary share at the exercise price of Baht 0.047

29. Expenses by nature

Significant expenses classified by nature are as follows: (Unit: Thousand Baht) Consolidated


financial statements 2015 2014 2015 2014 Salary and wages and other employee benefits 229,341 92,580 46,726 38,610 Depreciation and amortisation 205,705 111,706 15,619 34,329 Consultation and professional fee 36,614 50,579 21,284 49,925 Loss for impairment of asset 62,270 279,606 62,082 7,760 Impairment loss on investment in subsidiary - - 85,475 416,067 Realised loss from trading securities and unrealised loss on change in value of trading securities 249,192 - 249,192 - Cost of food and beverage 92,968 50,673 - - Change in real estate projects under development (935,606) (108,267) (550,800) (108,267) Increase in real estate projects under development 1,019,456 124,366 634,650 124,366


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30. Income tax

Income tax expenses for the years ended 31 December 2015 and 2014 are made up as follows: (Unit: Thousand Baht) Consolidated


financial statements 2015 2014 2015 2014 Current income tax: Current income tax charge (7,003) - - - Deferred tax: Relating to origination and reversal of temporary differences (3,273) - - - Income tax expense reported in the statement of comprehensive income (10,276) - - -

The amounts of income tax relating to each component of other comprehensive income for the years ended 31 December 2015 and 2014 are as follows: (Unit: Thousand Baht) Consolidated


financial statements 2015 2014 2015 2014 Deferred tax on gain from the change in value of available-for-sale investments (628) - (542) - (628) - (542) -


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The reconciliation between accounting loss and income tax expense is shown below. (Unit: Thousand Baht) Consolidated


financial statements 2015 2014 2015 2014 Loss from continued operation before income tax expense (273,117) (638,612) (87,113) (535,738) Profit from discontinued operation before income tax expense 6,249 30,192 6,352 41,373 (266,868) (608,420) (80,761) (494,365) Applicable tax rate 20% 20% 20% 20% Accounting profit before tax multiplied by income tax rate (53,374) (121,684) (16,152) (98,873) Effects of: Unrecognised deferred tax on temporary differences 12,734 - - - Utilisation of previously unrecognised deferred tax on temporary differences (12,050) - (12,050) - Non-deductible expenses 22,706 61,299 34,336 93,625 Loss for the year which were not recognized as deferred tax assets 47,614 60,399 - 5,262 Non-taxable income (9,282) - (6,724) - Deductible expenses (55) (14) (55) (14) Others 1,983 - 646 - Total 63,650 121,684 16,152 98,873 Income tax expense reported in the statement of comprehensive income 10,276 - - -

The components of deferred tax liabilities are as follows: (Unit: Thousand Baht) Statements of financial position Consolidated


financial statements 2015 2014 2015 2014 Deferred tax liabilities

Unrealised gain from revaluation of trading investments 628 - 542 - Fair value adjustment of assets as at business combination date 849,189 131,489 - -

Total 849,817 131,489 542 -

As at 31 December 2015, the Group has deductible temporary differences and unused tax losses totalling Baht 3,641 million (2014: Baht 2,806 million) and the Company only totalling Baht 2,832 million (2014: Baht 2,527 million), on which deferred tax assets have not been recognised as the Company believes future taxable profits may not be sufficient to allow utilisation of the temporary differences and unused tax losses.


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Detail of expire date of unused tax loss are summarized as below: (Unit: Thousand Baht)



2558 2557 2558 2557 31 December 2016 198 198 33 33 31 December 2017 489 489 206 206 31 December 2018 950 984 580 614 31 December 2019 280 306 - 26 31 December 2020 238 - - - 2,155 1,977 819 879

31. 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 (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 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 of the potential ordinary shares were issued. Details of calculation of earnings per share for the years ended 31 December 2015 and 2014 are as below.


Loss Weighted average number

of ordinary shares Loss per share 2015 2014 2015 2014 2015 2014 (Restated) (Restated) (Thousand

Baht) (Thousand

Baht) (Thousand

shares) (Thousand

shares) (Baht) (Baht)

Earnings per share Basic earnings per share

Loss attributable to equity holders of the Company (276,875) (607,683) 501,610,327 211,321,377 (0.00055) (0.00288)

Earnings per share from continued operation

Basic earnings per share Loss attributable to equity holders of the Company (283,236) (638,422) 501,610,327 211,321,377 (0.00056) (0.00302)


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Loss Weighted average number

of ordinary shares Loss per share 2015 2014 2015 2014 2015 2014 (Restated) (Restated) (Thousand

Baht) (Thousand

Baht) (Thousand

shares) (Thousand

shares) (Baht) (Baht)

Earnings per share Basic earnings per share


Earnings per share from continued operation Basic earnings per share


An exercise price of the Warrants U-W1 and the Warrants U-W2 were higher than the average market price of the Company’s shares for the year ended 31 December 2015. Therefore, the Company has not assumed conversion of these warrants in the calculation of diluted earnings per share.

32. Segment information

Operating segment information is reported in a manner consistent with the internal reports of the Company 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.

For management purposes, the Group are organised into business units based on its products and services and have two reportable segments as follows:

Hotel business segment Real estate business segment

No operating segments have been aggregated to form the above reportable operating segments. The chief operating decision maker monitors the operating results of the business units separately for the purpose of making decisions about resource allocation and assessing performance. Segment performance is measured based on operating profit or loss and total assets and on a basis consistent with that used to measure operating profit or loss and total assets in the financial statements. The basis of accounting for any transactions between reportable segments is consistent with that for third party transactions. The following table present revenue and profit information regarding the Group’s operating segments for the years ended 31 December 2015 and 2014.


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(Unit: Million Baht)

Hotel business Real estate business Elimination


statements 2015 2014 2015 2014 2015 2014 2015 2014 Revenues from external customers 806 243 159 23 - - 965 266 Inter-segment revenues 1 - - - (1) - - - Total revenues 807 243 159 23 (1) - 965 266 Segment profit 323 63 72 7 - - 395 70 Unallocated revenues and expenses:

Dividend income 34 - Interest income 58 33 Gain on sales of assets 152 24 Other income 49 16 Selling and servicing expenses (43) (92) Administrative expenses (479) (296) Loss on sales and changes in value of current investments (249) - Loss on allowance for impairment of assets (62) (280) Share of loss from investments in associate (3) (2) Finance cost (125) (111) Income tax expenses (10) - Profit from discontinued operation 6 30

Loss for the year / loss attributable to equity holders of the Company (277) (608)

33. Commitments and contingent liabilities

As at 31 December 2015, the Group had commitments and contingent liabilities as follows: 33.1 Capital commitments

The Group had outstanding commitments amounting to Baht 115 million and Euro 1 million (2014: Baht 146 million and Euro 1 million) (The Company only: Baht 25 million and 2014: Baht 43 million) in respect of agreements of design and consultation projects.

33.2 Lease and service commitments

a) The Group has entered into lease agreements in respect of the lease of property, plant and equipment and several service agreements in respect of operating business. The terms of the agreements are between 1 to 5 years. Future minimum rentals and service fees payable as at 31 December 2015 and 2014 are as follows:


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(Unit: Million Baht) Consolidated


financial statements 2015 2014 2015 2014 Payable within:

Less than 1 year 12 16 8 12 1 to 5 years 3 8 3 6

b) The Group had an outstanding obligation under the agreement to purchase and to sell land agreements for real estate projects amounting to Baht 2,117 million (2014: Baht 3,207 million) (The Company only: Baht 1,104 million and 2014: Baht 2,816 million).

c) A subsidiary (The Joint Venture of U City Public Company Limited, Aman Resorts Services Limited and Silverlink Holdings Limited) has outstanding commitments as follows:

On 10 May 2005, the subsidiary entered into an agreement related to the Ratchaphatsadu land (state land) at Rong Pasee Roi Chak Sam Development Project with the Treasury Department, Ministry of Finance, under which the subsidiary will invest, develop and construct a hotel and other structures on the Ratchaphatsadu land, and subsequently transfer ownership of the hotel and structures to the Treasury Department. In return, the subsidiary has the right to manage the constructed hotel for 30 years commencing from the date of the execution of the agreement, with the subsidiary to pay the Treasury Department an arrangement fee of Baht 125 million on the date of the execution of the agreement and annual rental fees as follows:

Rental rate per annum Years (Million Baht)

Years 1 - 11 3 Years 12 - 16 30 Years 17 - 20 40 Years 21 - 30 100

The subsidiary has consistently complied with the agreement in relation to the Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project with the Treasury Department, Ministry of Finance. However, the Treasury Department has not delivered the project site to the subsidiary in accordance with the agreement because the relocation of the Bangruk Fire Department from the project site is not complete (by no fault of the subsidiary). As a result of this problem, the subsidiary has been unable to develop and construct the project as scheduled and various contractual disputes/issues have arisen. In order to obtain a remedy for damages suffered and to provide justice to the subsidiary, the subsidiary notified the Treasury Department of various claims, including a request to consider not counting the “project management period” and “rental period” with effect from 10 May 2005.

On 18 December 2015, the subsidiary filed a lawsuit against the Treasury Department, as first defendant, and the Supervising Committee for the Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project, as the second defendant, with the Central Administrative Court; asking the Central Administrative Court to issue


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a judgement or order which (i) compels both defendants to comply with the Cabinet Resolution dated 26 August 2003, which set out a project construction period of 36 months and a project utilisation period of 30 years after construction was completed and (ii) compels the Treasury Department to exercise its authority under Section 10 of the Act on the Private Participation in the Affairs of the State of 1992, Article 34, paragraph 1 (7) and paragraph 4 of the Ministerial Regulation relating to rules and methods for administration, maintenance, utilisation and benefit arrangement on State Land B.E. 2545, and the Cabinet Resolution dated 8 July 2013, by ordering the Bangkok Metropolitan to return the Ratchaphatsadu land and expel the Bangruk Fire Station and fire officers from the site of the Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project and to demarcate an area for the subsidiary to proceed with project construction as scheduled, within 30 days following the date the Court issued final judgement or within the period specified by the Court.

As at 31 December 2015, assets and liabilities related to such lawsuit recorded in the subsidiary’s financial statements consist of leasehold rights amounting to Baht 81 million, construction in progress amounting to Baht 89 million and rental payable amounting to Baht 18 million. The management of the subsidiary believes that such assets and liabilities are fairly presented and have determined that the fair value of the assets is higher than the book value.

33.3 Guarantees

The Group had outstanding bank guarantees issued amounting to Baht 46 million (2014: Baht 46 million). The Group has pledged some of financial institution deposits as collateral against bank guarantees as discussed in Note 12 to the financial statements.


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34. Fair value hierarchy

As at 31 December 2015, the Group had the assets and liabilities that were measured at fair value using different levels of inputs as follows:

(Unit: Thousand Baht) Consolidated financial statements Level 1 Level 2 Level 3 Total Financial assets measured at fair value

Investments in trading securities 619,633 - - 619,633 Investments in available-for-sale securities 218 1,201,130 - 1,201,348

Assets for which fair value are disclosed Investment properties - - 5,529,036 5,529,036

(Unit: Thousand Baht) Separate financial statements Level 1 Level 2 Level 3 Total Financial assets measured at fair value

Investments in trading securities 619,633 - - 619,633 Investments in available-for-sale securities 218 1,102,701 - 1,102,919

35. Financial instruments

35.1 Financial risk management

The Group’s financial instruments, as defined under Thai Accounting Standard No.107 “Financial Instruments: Disclosure and Presentations”, principally comprise cash and cash equivalents, trade and other receivables, restricted deposit, loans to, investments, trade and other payables, loans from, liabilities under finance lease agreements and liabilities under debt restructuring agreements. The financial risks associated with these financial instruments and how they are managed is described below.

Credit risk

The Group is exposed to credit risk primarily with respect to trade and other receivables, and loans to. The Group manages the risk by adopting appropriate credit control policies and procedures and therefore does not expect to incur material financial losses. In addition, the Group does not have high concentrations of credit risk since it has a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of trade and other receivables and loans to as stated in the statement of financial position.


139




52

Interest rate risk

The Group’s exposure to interest rate risk relates primarily to its cash at banks, trade and other receivables, restricted deposit, loans to, investment, trade and other payables, loans from, liabilities under finance lease agreements and liabilities under debt restructuring agreements. Most of the Group’s financial assets and liabilities bear floating interest rates or fixed interest rates which are close to the market rate.

As at 31 December 2015, significant financial assets and liabilities classified by type of interest rate are summarised in the table below, with those financial assets and liabilities that carry fixed interest rates further classified based on the maturity date, or the repricing date if this occurs before the maturity date.


140




53

As

at 31

Dece

mber

Fix

ed in

terest

rates

Within

1-

5 Ov

er Flo

ating

Non-i

nteres

t

Intere

st

1 yea

r yea

rs 5 y

ears

intere

st rate

be

aring

To

tal rat

e

2015

20

14

2015

20

14

2015

20

14

2015

20

14

2015

20

14

2015

20

14

2015

20

14

(M

illion B

aht)

(% pe

r ann

um)

Cons

olida

ted fin

ancia

l stat

emen

ts

Fin

ancia

l ass

ets

Cash

and c

ash eq

uivale

nts

9 -

- -

- -

2,07 1

997

2 2

2,082

99

9 No

te 8

Note

8 Cu

rrent

invest

ments

14

3,8

50

- -

- -

- -

1,820

-

1,834

3,8

50 (1

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55) (1

.35-1.

55)

Trade

and o

ther re

ceiva

bles

- -

- -

- -

- -

54

65

54

65

- -

Restr

icted b

ank d

eposi

ts

55

113

- -

- -

- -

- -

55

113

(0.90

-2.80

) (1.10

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) Lo

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rm loa

ns

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-

- -

- -

- -

40

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5 Lo

ans to

relate

d part

ies an

d inte

rest

receiv

ables

-

- -

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50

-

- -

- 50

50

(5.2

6-5.50

) (5.26

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) Lo

ng-te

rm inv

estme

nt -

- -

- -

- -

- -

240

- 24

0 -

-

78

3,963

-

40

50

50

2,07 1

997

1,876

30

7 4,0

75

5,357

Fin

ancia

l liab

ilities

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de an

d othe

r paya

bles

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- -

- -

- -

144

103

144

103

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-term

loans

from

relate

d ind

ividua

l -

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25

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2.45

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ties un

der d

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ag

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nts

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05

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1,2

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Note

23

Note

23

Liabili

ties un

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se ag

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nts

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(4.29

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5 -

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te 24

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-

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97

2,110

14

4 10

3 1,3

43

2,244


141




54

As

at 31

Dece

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teres

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20

14

2015

20

14

2015

20

14

2015

20

14

2015

20

14

2015

20

14

2015

20

14

(M

illion B

aht)

(% pe

r ann

um)

Sepa

rated

finan

cial s

tatem

ents

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cial a

ssets

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sh an

d cash

equiv

alents

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5 -

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42

885

Note

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te 8

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nt inv

estme

nts

14

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-

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32

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36

3,850

(1.35

-1.55

) (1.35

-1.55

) Tra

de an

d othe

r rece

ivable

s -

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54

3 54

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- Lo

ans to

relate

d part

ies an

d inte

rest re

ceiva

bles

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2,71 5

- -

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(2.45

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ng-te

rm inv

estme

nt -

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240

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0 -

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23

3,850

-

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6 0 2,7

1 5 1,8

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5 1,7

25

294

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44

Finan

cial li

abiliti

es

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and o

ther p

ayable

s -

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30

33

30

-

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bilities

unde

r fina

nce l

ease

agree

ments

-

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4 -

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4 (4.

29-8.

50) (4

.29-8.

50)

-

- 2

4 -

- -

- 33

30

35

34


142




55

Foreign currency risk

The Group’s exposure to foreign currency risk arises mainly from trading transactions that are denominated in foreign currencies.

As at 31 December 2015, the balances of financial liabilities denominated in foreign currencies are summarised below.

Consolidated financial statements Foreign currency Financial liabilities Exchange rate

2015 2014 2015 2014 (Thousand) (Thousand) (Baht per 1 foreign currency unit)

US dollar 88 88 36.2538 33.1132 Euro 42 42 39.7995 40.3552 SG dollar 97 97 25.7905 25.1274

35.2 Fair values of financial instruments

Since the majority of the Group’s financial instruments are short-term in nature or bear floating interest rates, their fair value is not expected to be materially different from the amounts presented in statement of financial position.

36. Capital management

The primary objective of the Group’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 2015, the Group's debt-to-equity ratio was 0.131:1 (2014: 0.250:1) and the Company's was 0.003:1 (2014: 0.014:1).

37. Approval of financial statements

These financial statements were authorised for issue by the Company’s Board of Directors on 2 February 2016.


143

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Attachment 1 ANNUAL REPORT 2015 U City Public Company Limited

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mko

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20

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5.


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r pay

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regi

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on 2

0 Ap

ril 2

015.


152

NameofCompanies AssociatedCompany1

NameofDirectorsMHGNPARKDevelopmentCo.,Ltd.

1 Mr. Sakthip Krairiksh -

2 Mr. Chaiwat Atsawintarangkun -

3 Mr. Thavisakdi Tanta-Nanta -

4 Mr. Manu Maniwatana -

5 Mr. Nakorn Laksanakarn /

6 Mr. Burin Pusiri /

7 Mr. Weerawat Wattanatchariya /

8 Mr. Sumate Sangsiri -

9 Mr. Surayut Thavikulwat -

10 Mr. Daniel Ross -

11 Mr. Voraphot Chanyakomol -

12 Mr. Sayam Siwarapornskul -

13 Ms. Nuttapun Giramethakul -

Details on the directors and managements in subsidiary, associated and related companies

Note 1 xxx = Chairman and Independent Director xx = Chairman of Audit Committee,Chairman of Nomination and Remuneration Committee,Independent Director / = Director // = Executive Director /// = Audit Committee, Nomination and Remuneration Committee,Independent Director

2 The Extraordinary General Meeting of Shareholders No.2/2014 held on 29 December 2014 has resolved to approve the appointment of the following three new directors, namely, (i) Mr. Sumet Sangkasiri; (ii) Mr.Surayut Thavikulwat; and (iii) Mr. Daniel Ross,and approved the change of the Company’s authorized directors

The appointment of the new directors of the Company and the change of the Company’s authorized directors will be effective after the acquisition of new Company securities by BTSG for payment of total ordinary shares of BTSA and Kamkoong.The Company has completed the registration on 20 April 2015.


153

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, Ltd

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, Ltd

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chm

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ark 1

/ = D

irect

ors

2 Th

e Ex

traor

dina

ry G

ener

al M

eetin

g of

Sha

reho

lder

s N

o.2/

2014

hel

d on

29

Dec

embe

r 201

4 ha

s re

solv

ed to

app

rove

the

appo

intm

ent o

f the

follo

win

g th

ree

new

dire

ctor

s, n

amel

y,

(i)

Mr.

Sum

et S

angk

asiri

; (ii)

Mr.S

uray

ut T

havi

kulw

at; a

nd (i

ii) M

r. D

anie

l Ros

s,an

d ap

prov

ed th

e ch

ange

of t

he C

ompa

ny’s

aut

horiz

ed d

irect

ors

Th

e ap

poin

tmen

t of t

he n

ew d

irect

ors

of th

e C

ompa

ny a

nd th

e ch

ange

of t

he C

ompa

ny’s

aut

horiz

ed d

irect

ors

will

be e

ffect

ive

afte

r the

acq

uisi

tion

of n

ew C

ompa

ny

se

curit

ies

by B

TSG

for p

aym

ent o

f tot

al o

rdin

ary

shar

es o

f BTS

A an

d Ka

mko

ong.

The

Com

pany

has

com

plet

ed th

e re

gist

ratio

n on

20

April

201

5.


154

Details about Chief of Internal Audit of the Company

Attachment 3

1. The name of the person assigned by the Company to perform as Chief of Internal Audit.

Name Ms. Ratkamol Temkasem

Position Associate Director – Internal Audit

2. Highest Education, Diploma and Certificate of Involved

2.1 Educational

Degree NameofInstitute MajorSubject

Bachelor's degree Thammasat University Accounting

Master's degree Chulalongkorn University Financial Accounting

2.2DiplomaandCertificates

-CertifiedPublicAccountantofThailand(CPA)

3. Work Experience and Training Involved

3.1 WorkExperience

Company

• Ernst&YoungOfficeLimited

• Fabrinet Company Limited

• Thoresen Thai Agencies Public Company Limited

• Raimon Land Public Company Limited

• Berli Jucker Public Company Limited

• Laguna Resorts and Hotels Public Company Limited

3.2 TrainingandSeminar

• Fraud Audit

• Information Technology Audit

• The Internal Audit Risk Management

• Corporate Risk Management - COSO-ERM

• Board of Directors and Internal Audit Management

• ThailandCGForum:Governanceasadrivingforceforbusinesssustainability

• The UK Experience on Implementing the Enhanced Auditor Reporting


155