report on review of interim financial information by …

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

BY THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

TO THE BOARD OF DIRECTORS

COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED

We have reviewed the consolidated statement of financial position of Country Group

Development Public Company Limited and its subsidiaries (the “Group”) and the separate

statement of financial position of Country Group Development Public Company Limited

as at June 30, 2021 and the related consolidated and separate statements of profit or loss

and other comprehensive income for the three-month and six-month periods ended June 30,

2021, and the related consolidated and separate statements of changes in shareholders’ equity

and cash flows for the six-month period ended June 30, 2021, and the condensed notes to the

financial statements. The Company’s management is responsible for the preparation and

presentation of this interim financial information in accordance with Thai Accounting

Standard No. 34 “Interim Financial Reporting”. Our responsibility is to express a conclusion on

this interim financial information based on our review.

Scope of Review

We conducted our review in accordance with Thai Standard on Review Engagements 2410

“Review of Interim Financial Information Performed by the Independent Auditor of the

Entity”. A review of interim financial information consists of making inquiries, primarily

of persons responsible for financial and accounting matters, and applying analytical and

other review procedures. A review is substantially less in scope than an audit conducted in

accordance with Thai Standards on Auditing and consequently does not enable us to obtain

assurance that we would become aware of all significant matters that might be identified in

an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that

the aforementioned interim financial information is not prepared, in all material respects,

in accordance with Thai Accounting Standard No. 34 “Interim Financial Reporting”.

Deloitte Touche Tohmatsu Jaiyos Audit

ดีลอยท ์ทูช้ โธมทัสุ ไชยยศ สอบบญัชี

- 2 -

Emphasis of Matter

We draw attention to Note 1.4 to the interim financial statements, which describes

that as at June 30, 2021, the Group and the Company had total current liabilities of

Baht 21,898.68 million and Baht 6,100.81 million, respectively, which were mainly the

construction payables of a project under development of a subsidiary and the debentures

issued by the Company due within one year. However, the Group’s management

considered that the preparation of the financial statements by adopting the going concern

basis is still appropriate because the Group has future business plan and financial plan,

which consist of a repayment agreement of the construction payables, cash flows to be

received from transferring residences under the subsidiary’s project, and a plan to sell

assets related to hotel business segment of a subsidiary. The plan to sell such assets has

been approved by the Extraordinary General Shareholders’ Meeting on January 18, 2021,

which the Group’s management expected to be completed in the near future. Accordingly,

the feasibility of the future business plan and financial plan is significant to the ability

to pay debts on schedule and the ability to continue as a going concern of the Group and

the Company. Our conclusion is not modified in respect of this matter.

Yongyuth Lertsurapibul

Certified Public Accountant (Thailand)

BANGKOK Registration No. 6770

August 11, 2021 DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD.

Notes

“Unaudited” “Unaudited”

As at As at As at As at

June 30, December 31, June 30, December 31,

2021 2020 2021 2020

ASSETS

CURRENT ASSETS

Cash and cash equivalents 5 254,525,943 388,328,464 103,029,661 119,906,927

Trade and other current receivables 6 1,719,585,508 1,690,993,705 596,341,280 461,166,137

Inventories 7 30,790,261 33,259,000 - -

Contract costs 8 234,826,146 304,760,154 - -

Land and cost of projects under construction and utilities 9 8,103,303,189 8,405,445,875 608,771,292 608,558,067

Short-term loans to related companies 25.2 - - 1,814,085,250 1,760,884,124

Current income tax assets 88,743 17,959,616 49,276 2,572,085

Other current assets 45,156,241 42,378,289 - -

Non-current assets or disposal groups

classified as held for sale 10 9,403,429,220 - - -

Total Current Assets 19,791,705,251 10,883,125,103 3,122,276,759 2,953,087,340

NON-CURRENT ASSETS

Deposits at bank used as collateral 11 210,667 70,808,105 - -

Other non-current financial assets 12 219,790,452 143,651,406 219,790,452 143,651,406

Investments in subsidiaries 25.1 - - 4,695,237,021 4,695,237,021

Other non-current receivables 14 43,954,100 - - -

Lease receivables 13 - - 229,078,453 226,426,328

Prepaid deposits for construction 168,335,842 172,821,951 - -

Investment property 14 812,349,127 743,031,438 - -

Property, plant and equipment 1,940,812,408 11,193,952,008 1,805,653,137 1,809,428,349

Goodwill 2.8 3,614,375,768 3,614,375,768 - -

Other intangible assets other than goodwill 10,955,553 27,995,448 8,389,417 7,362,085

Deferred tax assets 37,191,868 52,026,395 37,191,868 52,026,395

Other non-current assets 10,559,386 10,229,388 3,466,809 3,766,808

Total Non-Current Assets 6,858,535,171 16,028,891,907 6,998,807,157 6,937,898,392

TOTAL ASSETS 26,650,240,422 26,912,017,010 10,121,083,916 9,890,985,732

See condensed notes to the financial statements

FINANCIAL STATEMENTS FINANCIAL STATEMENTS

COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES

STATEMENT OF FINANCIAL POSITION

AS AT JUNE 30, 2021

UNIT : BAHT

CONSOLIDATED SEPARATE

Notes




2021 2020 2021 2020

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Trade and other current payables 15 13,911,707,719 7,603,400,596 1,294,645,966 888,728,022

Contract deposit and advance from customers 3,607,313,043 4,187,519,552 1,261,244 1,401,244

Short-term borrowings 16 131,840,872 120,996,850 122,863,023 112,773,215

Short-term borrowings from related companies 25.3 - - 507,262,790 467,588,815

Bills of exchange 17 382,712,288 389,454,054 382,712,288 389,454,054

Current portion of long-term borrowings 19 65,884,572 - - -

Short-term debentures 21 1,991,167,212 1,991,017,063 1,991,167,212 1,991,017,063

Current portion of long-term debentures 21 1,791,998,754 1,895,162,666 1,791,998,754 1,895,162,666

Current portion of lease liabilities 20 14,226,492 12,200,526 8,902,395 8,431,505

Corporate income tax payable 1,825,925 2,612,368 - -

Total Current Liabilities 21,898,676,877 16,202,363,675 6,100,813,672 5,754,556,584

NON-CURRENT LIABILITIES

Construction payables 18 - 5,124,109,505 - -

Long-term borrowings 19 67,266,600 369,114,549 - -

Lease liabilities 20 236,183,412 239,863,694 234,670,098 234,437,817

Deferred tax liabilities 352,929,716 211,480,097 - -

Provisions for employee benefit 43,804,081 37,686,565 21,920,791 19,954,632

Other non-current liabilities 130,921,205 86,693,183 - -

Total Non-Current Liabilities 831,105,014 6,068,947,593 256,590,889 254,392,449

TOTAL LIABILITIES 22,729,781,891 22,271,311,268 6,357,404,561 6,008,949,033

UNIT : BAHT




STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT JUNE 30, 2021

Notes




2021 2020 2021 2020

LIABILITIES AND SHAREHOLDERS’ EQUITY (CONTINUED)

SHAREHOLDERS’ EQUITY

SHARE CAPITAL 22

Authorized share capital

12,438,219,198 ordinary shares of Baht 0.61 each 7,587,313,711 7,587,313,711

13,263,993,608 ordinary shares of Baht 1.00 each 13,263,993,608 13,263,993,608

Issued and paid share capital

8,266,127,954 ordinary shares of Baht 0.61 each,

fully paid 5,042,338,052 5,042,338,052

8,266,127,954 ordinary shares of Baht 1.00 each,

fully paid 8,266,127,954 8,266,127,954

DISCOUNT ON ORDINARY SHARES 22.2 - (1,559,517,810) - (1,559,517,810)

DISCOUNT FROM BUSINESS COMBINATION

UNDER COMMON CONTROL (819,437,470) (819,437,470) (819,437,470) (819,437,470)

ADJUSTMENT OF EQUITY INTERESTS

UNDER REVERSE ACQUISITION (732,872,059) (732,872,059) - -

SURPLUS FROM CHANGE IN OWNERSHIP

INTEREST IN A SUBSIDIARY 1,578,638,448 1,578,638,448 - -

5,068,666,971 6,732,939,063 4,222,900,582 5,887,172,674

ACCUMULATED DEFICIT 22.2 (1,001,710,054) (2,075,419,821) (347,631,823) (1,832,635,284)

OTHER COMPONENTS OF SHAREHOLDERS’ EQUITY (207,887,414) (341,579,224) (111,589,404) (172,500,691)

EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 3,859,069,503 4,315,940,018 3,763,679,355 3,882,036,699

NON-CONTROLLING INTERESTS 61,389,028 324,765,724 - -

TOTAL SHAREHOLDERS’ EQUITY 3,920,458,531 4,640,705,742 3,763,679,355 3,882,036,699

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 26,650,240,422 26,912,017,010 10,121,083,916 9,890,985,732




STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT JUNE 30, 2021

UNIT : BAHT


Notes

2021 2020 2021 2020

REVENUES

Revenue from sale of condominium 755,186,156 717,708,356 - -

Rental income from investment property 14 - 11,881,086 - -

Reversal dividend income - (1,913,273) - (1,913,273)

Gain on foreign exchange rate - 577,717,231 - 7,817,472

Gain on financial assets designated

at fair value through profit or loss 10,349,877 - 10,349,877 -

Other income 3,539,402 1,160,475 13,712,171 13,648,740

Total Revenues 769,075,435 1,306,553,875 24,062,048 19,552,939

EXPENSES

Cost of condominium sale 9 383,838,280 331,472,572 - -

Direct operating expenses arising from

investment property (Reversal) 14 (401,109) 696,662 - -

Distribution costs 45,938,996 57,556,150 361,370 1,464,454

Administrative expenses 126,451,312 62,102,149 45,528,623 35,627,296

Director and managements’ remuneration 24 10,036,285 8,879,235 10,036,285 8,879,235

Loss on foreign exchange rate 264,127,731 - 4,483,949 -

Total Expenses 829,991,495 460,706,768 60,410,227 45,970,985

PROFIT (LOSS) FROM OPERATING ACTIVITIES (60,916,060) 845,847,107 (36,348,179) (26,418,046)

FINANCE INCOME 114,618 224,375 44,485,019 42,250,797

FINANCE COSTS (282,023,284) (136,594,893) (94,077,626) (107,482,564)

PROFIT (LOSS) BEFORE INCOME TAX EXPENSE (342,824,726) 709,476,589 (85,940,786) (91,649,813)

INCOME TAX EXPENSE (REVENUE) 53,612,288 73,237,532 (196,616) (213,725)

PROFIT (LOSS) FOR THE PERIOD FROM

CONTINUING OPERATIONS (396,437,014) 636,239,057 (85,744,170) (91,436,088)

DISCONTINUED OPERATIONS

Loss for the period from discontinued operations 10 (163,944,993) (91,794,780) - -

PROFIT (LOSS) FOR THE PERIOD (560,382,007) 544,444,277 (85,744,170) (91,436,088)



STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2021

“UNAUDITED”

UNIT : BAHT


Notes

2021 2020 2021 2020

OTHER COMPREHENSIVE INCOME (LOSS)

Components of other comprehensive income (loss) that

will be reclassified to profit or loss

Exchange differences on translating

financial statements of foreign operations 32,431,092 (36,333,492) - -

Total components of other comprehensive income (loss) that

will be reclassified to profit or loss 32,431,092 (36,333,492) - -

Components of other comprehensive loss that

will not be reclassified to profit or loss

Gain (loss) on investments in equity instruments designated

at fair value through other comprehensive income 13,998,477 7,560,824 13,998,477 7,560,824

Total components of other comprehensive loss that

will not be reclassified to profit or loss 13,998,477 7,560,824 13,998,477 7,560,824

OTHER COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD, NET OF TAX 46,429,569 (28,772,668) 13,998,477 7,560,824

TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD (513,952,438) 515,671,609 (71,745,693) (83,875,264)

GAIN (LOSS) ATTRIBUTABLE TO

Owners of the parent

Gain (loss) from continuing operations (306,960,653) 409,676,384 (85,744,170) (91,436,088)

Loss from discontinued operations (114,761,495) (64,256,346) - -

(421,722,148) 345,420,038 (85,744,170) (91,436,088)

Non-controlling interests

Gain (loss) from ccontinuing operations (89,476,361) 226,562,673 - -


(138,659,859) 199,024,239 - -

(560,382,007) 544,444,277 (85,744,170) (91,436,088)

TOTAL COMPREHENSIVE GAIN (LOSS) ATTRIBUTABLE TO


Loss from continuing operations (260,531,084) 380,903,716 (71,745,693) (83,875,264)


(375,292,579) 316,647,370 (71,745,693) (83,875,264)


Gain (loss) from continuing operations (89,476,361) 226,562,673 - -


(138,659,859) 199,024,239 - -

(513,952,438) 515,671,609 (71,745,693) (83,875,264)



STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (CONTINUED)


“UNAUDITED”

UNIT : BAHT


Notes

2021 2020 2021 2020

EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS

Basic earnings (loss) per share Baht (0.037) 0.050 (0.010) (0.011)

Weighted average number of ordinary shares Shares 8,266,127,954 8,266,127,954 8,266,127,954 8,266,127,954

EARNINGS (LOSS) PER SHARE FROM CONTINUING AND DISCONTINUED OPERATIONS

Basic earnings (loss) per share Baht (0.051) 0.042 (0.010) (0.011)








“UNAUDITED”

UNIT : BAHT

Notes

2021 2020 2021 2020

REVENUES

Revenue from sale of condominium 1,726,447,627 1,070,069,100 - -

Rental income from investment property 14 5,126,570 23,251,080 - -

Gain on foreign exchange rate - - - 5,339,777

Gain on financial assets designated


Other income 14 282,966,076 6,523,966 27,428,381 27,642,550

Total Revenues 2,024,890,150 1,099,844,146 37,778,258 32,982,327

EXPENSES

Cost of condominium sale 9 857,852,617 490,408,700 - -

Direct operating expenses arising from investment property 14 2,933,148 1,401,631 - -

Distribution costs 101,855,020 93,067,054 563,252 3,114,714

Administrative expenses 194,186,068 106,973,630 80,891,364 69,896,059

Director and managements’ remuneration 24 18,964,216 19,545,278 18,964,216 19,545,278

Loss on foreign exchange rate 746,850,086 169,096,416 12,551,222 -

Total Expenses 1,922,641,155 880,492,709 112,970,054 92,556,051

PROFIT (LOSS) FROM OPERATING ACTIVITIES 102,248,995 219,351,437 (75,191,796) (59,573,724)

FINANCE INCOME 138,826 362,255 87,996,594 82,485,569

FINANCE COSTS (562,354,173) (267,352,107) (192,466,661) (206,207,068)

LOSS BEFORE INCOME TAX EXPENSE (459,966,352) (47,638,415) (179,661,863) (183,295,223)

INCOME TAX EXPENSE (REVENUE) 140,963,471 108,875,824 (393,232) (436,076)

LOSS FOR THE PERIOD FROM

CONTINUING OPERATIONS (600,929,823) (156,514,239) (179,268,631) (182,859,147)

DISCONTINUED OPERATIONS

Loss for the period from discontinued operations 10 (261,296,368) (238,542,352) - -

LOSS FOR THE PERIOD (862,226,191) (395,056,591) (179,268,631) (182,859,147)




STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021

“UNAUDITED”

UNIT : BAHT

Notes

2021 2020 2021 2020

OTHER COMPREHENSIVE INCOME (LOSS)

Components of other comprehensive income (loss) that

will be reclassified to profit or loss

Exchange differences on translating

financial statements of foreign operations 72,780,523 (23,591,636) - -

Total components of other comprehensive income (loss) that

will be reclassified to profit or loss 72,780,523 (23,591,636) - -

Components of other comprehensive loss that

will not be reclassified to profit or loss

Gain (loss) on investments in equity instruments designated

at fair value through other comprehensive income 60,911,287 (14,044,119) 60,911,287 (14,044,119)

Total components of other comprehensive loss that

will not be reclassified to profit or loss 60,911,287 (14,044,119) 60,911,287 (14,044,119)

OTHER COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD, NET OF TAX 133,691,810 (37,635,755) 60,911,287 (14,044,119)

TOTAL COMPREHENSIVE LOSS FOR THE PERIOD (728,534,381) (432,692,346) (118,357,344) (196,903,266)

GAIN (LOSS) ATTRIBUTABLE TO


Loss from continuing operations (407,654,867) (180,710,397) (179,268,631) (182,859,147)


(590,562,325) (347,690,043) (179,268,631) (182,859,147)




(271,663,866) (47,366,548) - -

(862,226,191) (395,056,591) (179,268,631) (182,859,147)

TOTAL COMPREHENSIVE GAIN (LOSS) ATTRIBUTABLE TO


Loss from continuing operations (273,963,057) (218,346,152) (118,357,344) (196,903,266)


(456,870,515) (385,325,798) (118,357,344) (196,903,266)




(271,663,866) (47,366,548) - -

(728,534,381) (432,692,346) (118,357,344) (196,903,266)




“UNAUDITED”

UNIT : BAHT



Notes

2021 2020 2021 2020

LOSS PER SHARE FROM CONTINUING OPERATIONS

Basic loss per share Baht (0.049) (0.022) (0.022) (0.022)


LOSS PER SHARE FROM CONTINUING AND DISCONTINUED OPERATIONS

Basic loss per share Baht (0.071) (0.042) (0.022) (0.022)






“UNAUDITED”

UNIT : BAHT



Note

Non-controlling Total

Issued and paid Discount Deficit from Adjustment Surplus from Accumulated Total interests shareholders’

share capital on ordinary business of equity change in deficit Gain (loss) on Exchange Total other owners of equity

shares combination interests ownership investments in differences components of the parent

under under reverse interest equity instruments on translating shareholders’

common control acquisition in a subsidiary designated at financial equity

fair value statements

through other of foreign

comprehensive operations

income

Beginning balance as at January 1, 2020 8,266,127,954 (1,559,517,810) (819,437,470) (732,872,059) 1,578,638,448 (1,715,930,122) (156,473,275) (187,518,767) (343,992,042) 4,673,016,899 369,043,152 5,042,060,051

Increase in paid share capital of non-controlling interests - - - - - - - - - - 465,290 465,290

Total comprehensive loss for the period - - - - - (347,690,043) (14,044,119) (23,591,636) (37,635,755) (385,325,798) (47,366,548) (432,692,346)

Ending balance as at June 30, 2020 8,266,127,954 (1,559,517,810) (819,437,470) (732,872,059) 1,578,638,448 (2,063,620,165) (170,517,394) (211,110,403) (381,627,797) 4,287,691,101 322,141,894 4,609,832,995

Beginning balance as at January 1, 2021 8,266,127,954 (1,559,517,810) (819,437,470) (732,872,059) 1,578,638,448 (2,075,419,821) (172,500,691) (169,078,533) (341,579,224) 4,315,940,018 324,765,724 4,640,705,742

Increase in paid share capital of non-controlling interests - - - - - - - - - - 8,287,170 8,287,170

Reduce the par value of the shares to offset

the discount on ordinary shares and the Company’s

accumulated deficit 22.2 (3,223,789,902) 1,559,517,810 - - - 1,664,272,092 - - - - - -

Total comprehensive income (loss) for the period - - - - - (590,562,325) 60,911,287 72,780,523 133,691,810 (456,870,515) (271,663,866) (728,534,381)

Ending balance as at June 30, 2021 5,042,338,052 - (819,437,470) (732,872,059) 1,578,638,448 (1,001,710,054) (111,589,404) (96,298,010) (207,887,414) 3,859,069,503 61,389,028 3,920,458,531


Other components of shareholders’ equity


STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

“UNAUDITED”

UNIT : BAHT


CONSOLIDATED FINANCIAL STATEMENTS


Note

Issued and Discount Deficit from business Accumulated Other components of Total

paid share on ordinary combination under deficit shareholders’ equity shareholders’

capital shares common control Gain (loss) on investments equity

in equity instruments

designated at fair value

through other

comprehensive income

Beginning balance as at January 1, 2020 8,266,127,954 (1,559,517,810) (819,437,470) (1,434,775,767) (156,473,275) 4,295,923,632

Total comprehensive loss for the period - - - (182,859,147) (14,044,119) (196,903,266)

Ending balance as at June 30, 2020 8,266,127,954 (1,559,517,810) (819,437,470) (1,617,634,914) (170,517,394) 4,099,020,366

Beginning balance as at January 1, 2021 8,266,127,954 (1,559,517,810) (819,437,470) (1,832,635,284) (172,500,691) 3,882,036,699

Reduce the par value of the shares to offset the discount on

ordinary shares and the Company’s accumulated defic 22.2 (3,223,789,902) 1,559,517,810 - 1,664,272,092 - -

Total comprehensive income (loss) for the period - - - (179,268,631) 60,911,287 (118,357,344)

Ending balance as at June 30, 2021 5,042,338,052 - (819,437,470) (347,631,823) (111,589,404) 3,763,679,355



STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)


SEPARATE FINANCIAL STATEMENTS

UNIT : BAHT

“UNAUDITED”

Notes

2021 2020 2021 2020

CASH FLOWS FROM OPERATING ACTIVITIES

Loss for the period (862,226,191) (395,056,591) (179,268,631) (182,859,147)

Adjustment for:

Income tax expense (revenue) 140,963,471 108,875,824 (393,232) (436,076)

Depreciation and amortization 13,091,632 19,601,782 6,987,474 7,365,519

Loss on impairment of assets 66,472,868 - - -

Loss on write-off assets - 298,312 - -

Loss on foreign exchange rate 729,599,133 174,510,735 12,551,222 (5,034,142)

Gain on financial assets designated at fair value through profit or loss (10,349,877) - (10,349,877) -

Employee benefit expense 6,117,516 5,938,580 1,966,160 1,734,627

Interest income (138,826) (362,255) (87,996,594) (82,485,569)

Finance costs 562,354,173 267,352,107 192,466,661 206,207,068

Operating gain (loss) before changes in operating assets and liabilities 645,883,899 181,158,494 (64,036,817) (55,507,720)

(Increase) decrease in operating assets

Trade and other current receivables (4,743,720) 40,835,858 (40,564,597) (35,101,890)

Inventories 2,468,739 - - -

Contract costs 69,934,008 2,360,055 - -

Land and cost of projects under construction and utilities 522,715,050 178,752,224 (213,225) (1,234,828)

Other current assets (2,777,952) (12,886,493) - -

Other non-current receivables (43,954,100) - - -

Prepaid deposits for construction 4,486,109 - - -

Other non-current assets (329,998) 884,015 299,999 (186,906)

Increase (decrease) in operating liabilities

Trade and other current payables (119,993,125) (150,247,298) 408,357,197 90,180,748

Contract deposit and advance from customers (580,206,509) 75,052,247 (140,000) -

Other non-current liabilities 44,228,022 692,205 - -

Net cash flows provided by (used in) operation 537,710,423 316,601,307 303,702,557 (1,850,596)

Cash received from interest 24,208 362,255 27,634 150,969,195

Cash paid for finance costs (298,921,262) (256,116,827) (190,350,745) (151,519,024)

Cash paid for income tax (88,743) (18,208,798) (49,276) (1,754,692)

Net cash flows provided by (used in) operating activities 238,724,626 42,637,937 113,330,170 (4,155,117)


STATEMENT OF CASH FLOWS


FINANCIAL STATEMENTS

UNIT : BAHT

SEPARATE

“UNAUDITED”

CONSOLIDATED


Notes

2021 2020 2021 2020

CASH FLOWS FROM INVESTING ACTIVITIES

Cash received from deposits at banks used as collateral - 180,577,465 - -

Cash paid for short-term loan to a related company 4.1.3 - - (32,800,000) (100,000,000)

Proceeds from sale financial assets designated


Cash received from lease receivables - - - 4,900,000

Cash paid for purchase of fixed assets 4.1.1 (119,204,127) (342,236,471) (182,694) (19,166,918)

Cash paid for purchase of other intangible assets 4.1.2 (4,272,669) (2,335,073) (1,239,546) (233,856)

Net cash flows used in investing activities (113,126,919) (163,994,079) (23,872,363) (114,500,774)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from short-term debenture issuance 4.2 - 1,952,007,734 - 1,952,007,734

Cash received from short-term borrowings 4.1.5 and 4.2 10,000,000 132,000,000 10,000,000 30,000,000

Cash received from short-term borrowings

from related companies 4.1.4 and 4.2 - - - 165,100,000

Cash repaid for short-term borrowings

from related companies 4.1.4 and 4.2 - - - (34,155,104)

Cash received from bills of exchange issuance 4.2 - 136,669,264 - 136,669,264

Cash repaid for bills of exchange 4.2 - (49,571,422) - (49,571,422)

Cash repaid for long-term borrowings 4.2 (185,252,533) - - -

Cash repaid for long-term debentures 4.2 (105,000,000) (2,100,000,000) (105,000,000) (2,100,000,000)

Cash paid for lease liabilities 4.2 (14,098,217) (13,900,647) (11,335,073) (10,971,446)

Cash received from share subscription of a subsidiary

from non-controlling interest 8,287,170 465,290 - -

Net cash flows provided by (used in) financing activities (286,063,580) 57,670,219 (106,335,073) 89,079,026

Net in cash and cash equivalents before effect

of exchange rate (160,465,873) (63,685,923) (16,877,266) (29,576,865)

Effect of exchange rate changes on cash and cash equivalents 26,663,352 (6,817,645) - -

Cash and cash equivalents as at January 1, 388,328,464 274,043,223 119,906,927 101,583,484

Cash and cash equivalents as at June 30, 5 254,525,943 203,539,655 103,029,661 72,006,619



STATEMENT OF CASH FLOWS (CONTINUED)


“UNAUDITED”

SEPARATECONSOLIDATED

UNIT : BAHT




CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2021

“UNAUDITED”

Notes Contents

1. The Company and its subsidiaries’ (the “Group”) general information and operations

2. Basis for preparation and presentation of the interim consolidated and separate financial statements

3. Significant accounting policies

4. Supplementary disclosures of cash flows information

5. Cash and cash equivalents

6. Trade and other current receivables

7. Inventories

8. Contract costs

9. Land and cost of projects under construction and utilities

10. Non-current assets or disposal groups classified as held for sale and discontinued operation

11. Deposits at bank used as collateral

12. Other non-current financial assets

13. Lease receivables

14. Investment property

15. Trade and other current payables

16. Short-term borrowings

17. Bills of exchange

18. Construction payable

19. Long-term borrowings

20. Lease liabilities

21. Debentures

22. Share capital

23. Warrants

24. Directors and managements’ remuneration

25. Transactions with related parties

26. Financial information by segment

27. Commitments and contingent liabilities

28. Disclosure of information relating to financial instruments

29. Events after the reporting period

30. Approval of the interim financial statements


CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2021

“UNAUDITED”

1. THE COMPANY AND ITS SUBSIDIARIES’ (THE “GROUP”) GENERAL INFORMATION AND

OPERATIONS

1.1 The Company’s general information and operations

Country Group Development Public Company Limited (the “Company”) was

incorporated in Thailand on March 29, 1995. Subsequently, the Company was registered

as a public company limited on May 7, 1997. The Company was listed on the Market for

Alternative Investment (“MAI”) on June 25, 2007 and was listed on the Stock Exchange of

Thailand (“SET”) on September 30, 2014. The head office of the Company is located at

898 Ploenchit Tower, 13th and 20th floor, Ploenchit Road, Lumpini, Pathumwan,

Bangkok. The principle businesses of the Company are holding company and real estate.

1.2 Subsidiaries’ general information and operations

1.2.1 Landmark Holdings Company Limited was incorporated in Thailand on

July 5, 2013 and has registered its head office at 898 Ploenchit Tower, 20th

floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok. Its main business is

trading, rent and real estate operations and holding company. Landmark

Holdings Company Limited has registered 2 branches to support the hotel

operation business on May 30, 2019, which consists of Branch 1, located at

300/1 Charoen Krung Road, Yannawa, Sathorn, Bangkok and Branch 2,

located at 300/2 Charoen Krung Road, Yannawa, Sathorn, Bangkok.

1.2.2 BCEG Country Group Engineering Company Limited was incorporated in

Thailand on July 5, 2013 and has registered its head office at 898 Ploenchit

Tower, 20th floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok. Its main

businesses are construction and wholesaler of equipment and furniture used in

construction.

1.2.3 Chao Phraya Estate Residences Company Limited was incorporated in Thailand

on October 20, 2014 and has registered its head office at 898 Ploenchit Tower,

20th floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok. Its main business is

real estate management of Chao Phraya Estate Project.

1.2.4 CGD Digital Partners Limited was incorporated in Mauritius on October 29,

2013 and its head office is located at 8th floor, Medine Mews, La Chaussee

Street, Port Louis, Mauritius. Its main business is holding company.

Currently, CGD Digital Partners Limited is in the process of liquidation

(see Note 25.1).

1.2.5 CGUK 1 Limited was incorporated in Guernsey on July 31, 2015 and its

head office is located at Anson Court, La Route des Camps, St. Martin,

Guernsey, GY4 6AD. Its main business is real estate.

- 2 -

1.2.6 Leading Schools Partnership Limited was incorporated in Guernsey on August

26, 2016 and its head office is located at Anson Court, La Route des Camps, St.

Martin, Guernsey, GY4 6AD. Its main business is a holding company.

1.3 Coronavirus Disease 2019 Pandemic

The Coronavirus disease 2019 (“COVID-19”) pandemic is continuing to evolve,

resulting in an economic slowdown and adversely impacting most businesses and

industries. This situation may bring uncertainties and have an impact on the

environment in which the Group operates. Nevertheless, the Group’s management

will continue to monitor the ongoing development and regularly assess the financial

impact in respect of valuation of assets, provisions and contingent liabilities.

1.4 As at June 30, 2021, the Group and the Company had total current liabilities of Baht

21,898.68 million and Baht 6,100.81 million, respectively, which most of the

liabilities were the construction payables of a project under development of a

subsidiary and the debentures issued by the Company due within one year.

However, the Group’s management considered that the preparation of the financial

statements by adopting the going concern basis is still appropriate because the

Group has future business plan and financial plan, which consist of a signed

repayment agreement of the construction payables with extended repayment

schedule to June 2022 effective since September 16, 2020. In addition, the Group

has cash flows to be received from transferring residences under the subsidiary’s

project in the near future, and a plan to sell assets related to hotel business segment

of a subsidiary to repay for those liabilities due within one year. The plan to sell

such assets has been approved by the Extraordinary General Shareholders’ Meeting on

January 18, 2021, which the Group’s management expect it to be completed in the

near future. Accordingly, the future business plan and financial plan are significant

to the ability to pay debts on schedule and the ability to continue as a going concern

of the Group and the Company.

2. BASIS FOR PREPARATION AND PRESENTATION OF THE INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

2.1 These interim consolidated and separate financial statements are prepared in Thai Baht

and in compliance with Thai Accounting Standard No. 34 “Interim Financial

Reporting” and accounting practices generally accepted in Thailand. The Company

presents the condensed notes to the interim financial statements and the

additional information is disclosed in accordance with the regulations of the

Office of the Securities and Exchange Commission.

2.2 The consolidated and separate statements of financial position as at December 31, 2020,

presented herein for comparison, have been derived from the consolidated and separate

financial statements for the year then ended which had been previously audited.

2.3 The interim consolidated and separate financial statements are prepared in English

version followed the statutory financial statements prepared in Thai language. In

the event of any conflict or different interpretation in the two languages, the Thai

version of the interim consolidated and separate financial statements will prevail.

- 3 -

2.4 The unaudited results of operations presented in the three-month and six-month

periods ended June 30, 2021 are not necessarily an indication nor anticipation of

the operating results for the full year.

2.5 Certain financial information which is normally included in the annual financial

statements prepared in accordance with Thai Financial Reporting Standards

(“TFRSs”), but which is not required for interim reporting purposes, has been

omitted. Therefore, the interim financial statements for the three-month and

six-month periods ended June 30, 2021 should be read in conjunction with the

audited financial statements for the year ended December 31, 2020.

2.6 The consolidated financial statements are prepared by including the financial

statements of Country Group Development Public Company Limited and its subsidiaries

as follows:

Subsidiaries Country of Type of business Percentage of shareholding (%)

registration “Unaudited”

As at As at

June 30, December 31,

2021 2020

Direct subsidiaries

Landmark Holdings Co., Ltd. Thailand Trading, rent and real estate 70.00 70.00

operations and holding company

BCEG Country Group Engineering Thailand Construction and wholesaler of 99.99 99.99

Co., Ltd. equipment and furniture used in

construction

CGD Digital Partners Limited Mauritius Holding company 100.00 100.00

Leading Schools Partnership Limited Guernsey Holding company 96.45 96.45

Indirect subsidiaries

Chao Phraya Estate Residences Co., Ltd. Thailand Real estate management of 57.68 (1) 66.70 (1)

Chao Phraya Estate Project

CGUK 1 Limited Guernsey Real estate 96.45 (2) 96.45 (2)

(1) The Company holds shares indirectly through Landmark Holdings Co., Ltd. The percentage of shareholding includes preferred shares,

which have the rights of voting of one vote per fifty shares held. (2) The Company holds shares indirectly through Leading Schools Partnership Limited.

The Company included financial statements of its subsidiaries (including its indirect

subsidiaries) in preparing the consolidated financial statements since the Company

has control both directly and indirectly over the subsidiaries’ financial and operating

policies to the date which the Company loses control over the subsidiaries.

2.7 Material intercompany transactions between the Company and its subsidiaries have

been eliminated from this interim consolidated financial statements. The interim

consolidated financial statements for the three-month and six-month periods ended

June 30, 2021 have included the subsidiaries’ interim financial information for the

three-month and six-month periods ended June 30, 2021 which were reviewed.

- 4 -

2.8 Goodwill

On May 15, 2013, the Company acquired and transferred the entire business

(assets, liabilities, rights, duties and obligations) from Landmark Development

Group Company Limited Group (“LDG”). After the completion of the entire

business transfer, Landmark Development Group Company Limited was dissolved

on the same date. Accordingly, the group of shareholders of LDG became the major

shareholder of the Company by holding more than 50% of the Company’s issued

and paid-up share capital and had a control over the Company. Therefore, this

transaction was a reverse takeover according to TFRS No.3 “Business combination”,

which the Company is the legal parent company and was designated as the acquiree for

accounting purpose. The difference of the cost of business combination over the equity

in net fair value has stated as goodwill of Baht 3,614.38 million in the Group’s

consolidated financial statements.

2.9 Thai Financial Reporting Standards affecting the presentation and disclosure in the

current period financial statements

During the period, the Group has adopted the revised financial reporting standards and the

Conceptual Framework for Financial Reporting issued by the Federation of Accounting

Professions which are effective for fiscal years beginning on or after January 1, 2021.

These financial reporting standards were aimed at alignment with the corresponding

International Financial Reporting Standards, with most of the changes directed towards

revisions to references to the Conceptual Framework in TFRSs, the amendment for

definition of business, the amendment for definition of materiality and accounting

requirements for interest rate reform. The adoption of these financial reporting standards

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

2.10 Thai Financial Reporting Standards announced in the Royal Gazette but not yet effective

The Amendment to Thai Financial Reporting Standard No. 16 “Leases” (“TFRS 16”)

added the requirements for the temporary exception arising from the Phase 2 of the

interest rate benchmark reform amendments, which an entity shall apply these

amendments for annual reporting periods beginning on or after January 1, 2022 with

earlier application permitted. This revised TFRS 16 has been announced in the Royal

Gazette on January 27, 2021.

In addition, the Federation of Accounting Professions has issued the Notification

regarding the amendments to Thai Financial Reporting Standard No. 4 “Insurance

Contracts”, Thai Financial Reporting Standard No. 7 “Financial Instruments:

Disclosures”, and Thai Financial Reporting Standard No. 9 “Financial Instruments”,

which have been announced in the Royal Gazette on June 28, 2021 and will be effective

for the financial statements for the period beginning on or after January 1, 2022 onwards

with earlier application permitted. The amendment to such Thai Financial Reporting

Standard are relevant to the Phase 2 of the interest rate benchmark reform amendments

which provided practical expedients for the modification of the contractual cash flows of

financial assets or financial liabilities resulted from the interest rate benchmark reform,

including temporary exceptions from specific hedge accounting requirements, and

additional disclosure requirements of TFRS 7.

The Group’s management will adopt such TFRSs in the preparation of the Group’s

financial statements when they become effective. The Group’s management is in

the process to assess the impact of such TFRSs on the financial statements of the

Group in the period of initial application.

- 5 -

3. SIGNIFICANT ACCOUNTING POLICIES

The interim financial statements have been prepared based on the basis, accounting policies and

method of computation consistent with those used in the financial statements for the year ended

December 31, 2020.

4. SUPPLEMENTARY DISCLOSURES OF CASH FLOWS INFORMATION

4.1 Non-cash items are as follows:

4.1.1 Fixed asset payables

(Unit : Baht)



2021 2020 2021 2020

Fixed asset payables - brought forward

as at January 1, 31,500 1,029,300 - 236,314

Add Purchase of fixed assets 119,351,770 846,292,330 182,694 18,958,650

Less Purchase of fixed assets by

long-term borrowings - (505,057,113) - -

Less Cash paid for purchase of fixed assets (119,204,127) (342,236,471) (182,694) (19,166,918)

Fixed asset payables - carried forward

as at June 30, 179,143 28,046 - 28,046

4.1.2 Other intangible asset payables

(Unit : Baht)



2021 2020 2021 2020

Other intangible asset payables

- brought forward as at January 1, - 787,653 - -

Add Purchase of other intangible assets 5,062,173 1,794,920 1,239,546 233,856

Less Cash paid for purchase of

other intangible assets (4,272,669) (2,335,073) (1,239,546) (233,856)

Other intangible asset payables

- carried forward as at June 30, 789,504 247,500 - -

4.1.3 Short-term loans to related companies

(Unit : Baht)

SEPARATE


2021 2020

Short-term loans to related companies

- brought forward as at January 1, 1,760,884,124 1,587,632,758

Add Cash paid for short-term loan to related companies 32,800,000 100,000,000

Add Unrealized gain (loss) on foreign exchange rate 20,401,126 (8,227,682) Short-term loans to related companies

- carried forward as at June 30, 1,814,085,250 1,679,405,076

- 6 -

4.1.4 Short-term borrowings from related companies

(Unit : Baht)

SEPARATE


2021 2020

Short-term borrowings from related companies

- brought forward as at January 1, 467,588,815 475,102,955

Add Cash received from short-term borrowings from related companies - 165,100,000

Less Cash repaid for short-term borrowings from related companies - (34,155,104)

Add Unrealized (gain) loss on foreign exchange rate 39,673,975 (16,076,537)

Short-term borrowings from related companies

- carried forward as at June 30, 507,262,790 589,971,314

4.1.5 Short-term borrowings

(Unit : Baht)



2021 2020 2021 2020

Short-term borrowings

- brought forward as at January 1, 120,996,850 7,998,450 112,773,215 -

Add Cash received from short-term borrowings 10,000,000 132,000,000 10,000,000 30,000,000

Add Bills of exchange settled by entering into a

short-term borrowing agreement

-

95,000,000

-

95,000,000

Add Prepaid fee 89,808 - 89,808 -

Less Foreign exchange rate differences 754,214 (305,385) - -

Short-term borrowings

- carried forward as at June 30, 131,840,872 234,693,065 122,863,023 125,000,000

4.1.6 Construction payables and long-term borrowings

For the six-month periods ended June 30, 2021 and 2020, a subsidiary’s non-

cash items related to construction payables increased by Baht 831.86 million

and Baht 498.63 million, respectively and for the six-month period ended

June 30, 2020 long-term borrowings which arose from payment terms and

conditions under a construction contract increased by Baht 275.44 million.

Such construction payables and long-term borrowings are non-cash items

related to land and cost of project under construction and utilities of Chao

Phraya Estate Project and building under construction.

- 7 -

4.2 Changes in liabilities arising from financing activities for the six-month periods ended

June 30, are as follows:

(Unit : Baht)


“Unaudited”

Beginning Financing cash flows Non-cash changes Ending

balance Cash Cash Unrealized loss Amortized Others balance

as at received paid on foreign prepaid as at

January 1, exchange rate interest June 30,

2021 2021

Short-term borrowings 120,996,850 10,000,000 - 754,214 - 89,808 131,840,872

Bills of exchange 389,454,054 - - - 12,856,023 (19,597,789) 382,712,288

Short-term debentures 1,991,017,063 - - - - 150,149 1,991,167,212

Long-term borrowings 369,114,549 - (185,252,533) 25,713,756 - (76,424,600) 133,151,172

Current portion of long-term debentures 1,895,162,666 - (105,000,000) - - 1,836,088 1,791,998,754

Lease liabilities 252,064,220 - (14,098,217) - - 12,443,901 250,409,904

(Unit : Baht)


“Unaudited”


balance Cash Cash Unrealized loss Amortized Others balance



2020 2020

Short-term borrowings 7,998,450 132,000,000 - - - 94,694,615 234,693,065

Bills of exchange 380,992,887 136,669,264 (49,571,422) - 14,298,327 (93,763,332) 388,625,724

Short-term debentures - 1,952,007,734 - - - 18,914,695 1,970,922,429

Long-term borrowings 11,732,525,578 - - 223,463,891 - 38,639,823 11,994,629,292


Long-term debentures 4,184,085,347 - (2,100,000,000) - - 9,233,852 2,093,319,199

(Unit : Baht)


“Unaudited”


balance Cash Cash Unrealized gain Amortized Others balance



2021 2021

Short-term borrowings 112,773,215 10,000,000 - - - 89,808 122,863,023

Bills of exchange 389,454,054 - - - 12,856,023 (19,597,789) 382,712,288

Short-term debentures 1,991,017,063 - - - - 150,149 1,991,167,212

Current portion of long-term debentures 1,895,162,666 - (105,000,000) - - 1,836,088 1,791,998,754


(Unit : Baht)


“Unaudited”


balance Cash Cash Unrealized gain Amortized Others balance



2020 2020

Short-term borrowings - 30,000,000 - - - 95,000,000 125,000,000

Short-term borrowings from related companies 475,102,955 165,100,000 (34,155,104) (16,076,537) - - 589,971,314

Bills of exchange 380,992,887 136,669,264 (49,571,422) - 14,298,327 (93,763,332) 388,625,724

Short-term debentures - 1,952,007,734 - - - 18,914,695 1,970,922,429


Long-term debentures 4,184,085,347 - (2,100,000,000) - - 9,233,852 2,093,319,199

- 8 -

5. CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of: (Unit : Baht)






2021 2020 2021 2020

Cash 2,452,449 3,676,416 36,628 36,718

Savings accounts 245,452,865 356,650,208 93,552,811 91,250,389

Current accounts 6,620,629 28,001,840 9,440,222 28,619,820

Total cash and cash equivalents 254,525,943 388,328,464 103,029,661 119,906,927

6. TRADE AND OTHER CURRENT RECEIVABLES

Trade and other current receivables consist of: (Unit : Baht)






2021 2020 2021 2020

Trade receivables

Trade receivables - related person (see Note 25.4) 98,304,648 98,304,648 - -

Trade receivables - others 43,156,532 62,127,575 - -

Total trade receivables 141,461,180 160,432,223 - -

Other current receivables

Prepaid expenses 29,640,733 28,184,955 2,570,586 2,487,410

Advance 34,493,998 18,416,880 18,625,624 3,366,766

Prepaid deposits 395,139,778 483,950,651 - -

Prepaid deposits for construction 247,919,130 253,574,092 11,845,428 17,124,676

Other receivables - related companies

(see Note 25.4) - - 86,705,168 50,991,163

Other receivables - other companies 204,749,355 119,833,487 - -

Interest receivables - related companies

(see Note 25.4) - - 437,039,744 350,880,744

Refundable input value-added tax 582,504,008 577,485,738 643,058 264,175

Undue input value-added tax 10,045,308 6,517,178 477,362 284,820

Refundable withholding tax 46,472,503 28,616,803 30,614,700 28,042,615

Deposits for purchase of assets 6,762,150 7,348,117 6,762,150 7,348,117

Others 20,397,365 6,633,581 1,057,460 375,651

Total trade and other current receivables 1,719,585,508 1,690,993,705 596,341,280 461,166,137

For trade receivables, the Group has applied the simplified approach in TFRS 9 to measure

the loss allowance at lifetime Expected Credit Losses (“ECL”). The Group determines the

expected credit losses on these items by using a provision matrix, estimated based on

historical credit loss experience based on the past due status of the debtors, adjusted as

appropriate to reflect current conditions and estimates of future economic conditions.

Accordingly, the credit risk profile of these assets is presented based on their past due status in

terms of the provision matrix.

- 9 -

Trade receivables as at June 30, 2021 and December 31 2020, are aged analysis as follows: (Unit : Baht)






. 2021 2020 2021 2020

Trade receivables

Undue 128,838,748 155,709,531 - -

Overdue

Not over 3 months 6,414,366 4,396,127 - -

3 - 6 months 5,768,779 326,565 - -

6 - 12 months 439,287 - - -

Total 141,461,180 160,432,223 - -

Less Allowance at lifetime ECL - - - -

Total trade receivables 141,461,180 160,432,223 - -

7. INVENTORIES

Inventories consists of:

(Unit : Baht)

CONSOLIDATED


“Unaudited”

As at As at


2021 2020

Food and beverage 24,100,275 25,812,876

Inventories and supply 6,689,986 7,446,124

Total inventories 30,790,261 33,259,000

8. CONTRACT COSTS

Contract costs consist of:

(Unit : Baht)

CONSOLIDATED


2021 2020

Beginning balance as at January 1, 304,760,154 308,736,672

Increase during the periods 28,243,201 35,974,855

Decrease during the periods (98,177,209) (38,334,910) Ending balance as at June 30, 234,826,146 306,376,617

- 10 -

9. LAND AND COST OF PROJECTS UNDER CONSTRUCTION AND UTILITIES

Land and cost of projects under construction and utilities consist of:

(Unit : Baht)






2021 2020 2021 2020

Land 553,771,242 553,771,242 553,771,242 553,771,242

Construction and others 6,426,676,280 6,753,227,667 54,916,815 54,703,590

Borrowings cost 1,122,855,667 1,098,446,966 83,235 83,235

Total land and cost of projects under

construction and utilities 8,103,303,189 8,405,445,875 608,771,292 608,558,067

(Unit : Baht)



For the three-month periods ended June 30,

2021 2020 2021 2020

Land and cost of projects under construction and

utilities recognized as an expense in cost of sale

- Cost of condominium sale 383,838,280 331,472,572 - -

(Unit : Baht)



For the six-month periods ended June 30,

2021 2020 2021 2020

Land and cost of projects under construction and

utilities recognized as an expense in cost of sale

- Cost of condominium sale 857,852,617 490,408,700 - -

The Group and the Company mortgaged project land and buildings thereon as collateral

for credit facilities and issuance of debentures (see Notes 18 and 21.4) which have net

book values as follows:

(Unit : Million Baht) CONSOLIDATED SEPARATE





2021 2020 2021 2020

Net book values 8,091 8,393 596 596

- 11 -

10. NON-CURRENT ASSETS OR DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE

On January 18, 2021, the Extraordinary General Meeting of Shareholders approves the

disposal of assets transaction of Landmark Holdings Company Limited (the “LH”) (which

is a direct subsidiary company as the Company holds 70 percent of the total shares) to sell

all ordinary shares of the 2 companies which will be incorporated to accepting asset

transfers for operating the Capella Hotel Bangkok and the Four Seasons Hotel Bangkok at

Chao Phraya River entirely from LH. LH will use cash received from such transaction to

repay for construction payables (see Note 18).

To comply with the requirements of TFRS 5 Non-current Assets Held for Sale and

Discontinued Operations, the Group separately presented the assets and liabilities relating

to sales of hotels under the caption of “Non-current assets or disposal groups classified as

held for sale” in the statement of financial position as at June 30, 2021. The operating

results of hotel operations were separately presented under “Loss for the period from

discontinued operations” in the consolidated profit or loss and other comparative income

for the three-month and six-month periods ended June 30, 2021 and 2020.

Non-current assets or disposal groups classified as held for sale and discontinued operations

are detailed as follows:

(Unit : Baht) CONSOLIDATED

FINANCIAL

STATEMENTS

“Unaudited”

As at June 30,

2021

Assets

Deposit 6,068,163

Property, plant and equipment 10,182,659,999

Other intangible assets other than goodwill 21,225,633

Less Allowance for impariment (806,524,575)

Non-current assets or disposal groups classified as held for sale 9,403,429,220

(Unit : Baht)

CONSOLIDATED


For the three-month

periods ended June 30,

2021 2020

Total revenues 71,120,961 224,817

Total expenses (235,065,954) (92,019,597)

Loss for the period from discontinued operations (163,944,993) (91,794,780)

(Unit : Baht)

CONSOLIDATED


For the six-month

periods ended June 30,

2021 2020

Total revenues 213,404,152 14,473,598

Total expenses (474,700,520) (253,015,950)

Loss for the period from discontinued operations (261,296,368) (238,542,352)

- 12 -

11. DEPOSITS AT BANK USED AS COLLATERAL

Deposits at bank used as collateral consist of:

(Unit : Baht)

CONSOLIDATED


“Unaudited”

As at As at


2021 2020

Deposits at bank used as collateral for payment service 209,492 209,492

Deposits at bank used as loan collateral (see Note 19) 1,175 70,598,613

Total deposits at bank used as collateral 210,667 70,808,105

12. OTHER NON-CURRENT FINANCIAL ASSETS

Other non-current financial assets consist of:

(Unit : Baht) CONSOLIDATED AND SEPARATE


“Unaudited”

As at As at


2021 2020

Fair value

Investments in equity designated at fair value through other comprehensive income

Marketable equity securities

Ordinary shares 174,490,452 102,551,406

Unit trust 45,300,000 41,100,000

Total other non-current financial assets 219,790,452 143,651,406

The movements of other non-current financial assets during the six-month periods ended


(Unit : Baht)

CONSOLIDATED AND SEPARATE


2021 2020

Carrying value as at January 1, 143,651,406 169,310,676

Changes in other non-current financial assets 76,139,046 (17,555,150)

Carrying value as at June 30, 219,790,452 151,755,526

As at June 30, 2021, the Company has pledged some portions of investment in ordinary

shares and all of investment in unit trust which have the total carrying value of Baht

119.40 million as collateral for issuance of long-term debentures and has pledged some

portions of investment in ordinary shares which have the total carrying value of Baht

91.20 million as collateral for short-term borrowing and as at December 31, 2020, the

Company has pledged some portions of investment in ordinary shares and all of

investment in unit trust which have the total carrying value of Baht 84.65 million, as

collateral for issuance of long-term debentures and has pledged some portions of

investment in ordinary shares which have the total carrying value of Baht 53.60 million as

collateral for short-term borrowing.

- 13 -

13. LEASE RECEIVABLES

Lease receivables consist of:

(Unit : Baht)

SEPARATE


“Unaudited”

As at

June 30,

2021

As at

December 31,

2020

Undiscounted lease payments

Recoverable within 12 months 11,760,000 11,760,000

Recoverable after 12 months 1,394,120,000 1,400,000,000

Total 1,405,880,000 1,411,760,000

Less Unearned finance income (1,176,801,547) (1,185,333,672)

Lease receivables (see Note 25.4) 229,078,453 226,426,328

14. INVESTMENT PROPERTY

On July 1, 2016, CGUK 1 Limited, a subsidiary of the Company, acquired an investment

property located in Brighton, United Kingdom, consisting of land and buildings. The property

has an existing lease agreement with a lessee for operating school business. The lease

agreement will be maturity in the year 2032.

Reconciliations of investment property for the six-month periods ended June 30, are as follows:

(Unit : Baht)

CONSOLIDATED


2021 2020

Carrying value as at January 1, 743,031,438 743,970,530

Add Exchange differences from translation 69,317,689 (28,787,440)

Carrying value as at June 30, 812,349,127 715,183,090

As at June 30, 2021 and 2020, CGUK 1 Limited has mortgaged land and buildings as a

collateral for long-term borrowing from a foreign financial institution (see Note 19).

On December 20, 2020, investment property was revalued by independent professional

appraisers. The new appraised value of investment property was GBP 18.48 million

(such amount included transaction cost of GBP 1.33 million).

- 14 -

Amounts recognized in the statement of profit or loss and other comprehensive income

which relate to investment property for the three-month and six-month periods ended June 30,

are as follows:

(Unit : Baht)

CONSOLIDATED CONSOLIDATED


For the three-month For the six-month

periods ended June 30, periods ended June 30,

2021 2020 2021 2020

Rental income from investment property - 11,881,086 5,126,570 23,251,080

Direct operating expenses arising from investment property

that generated rental income for the periods (Reversal) (401,109) 696,662 2,933,148 1,401,631

On March 2, 2021, CGUK1 Limited entered into an agreement to terminate the lease

agreement with the tenant. In the termination of the lease agreement, CGUK1 Limited

will receive a certain amount of consideration. During the six-month period ended

June 30, 2021, CGUK1 Limited has partially received such consideration of GBP 4.00 million

(see Note 19). The remaining amount will be received within the years 2022 as specified

in the agreement. The Group recognized the consideration of Baht 276.99 million

as other income in the consolidated statement of profit or loss and other comprehensive

income for the six-month period ended June 30, 2021, and recorded outstanding

receivables in other current receivables and other non-current receivables in the

consolidated statement of financial position as at June 30, 2021. Currently, the existing

tenant is in the process of renovating the rental facility to transfer the premises back to

CGUK 1 Limited, while CGUK1 Limited is in process of consideration and negotiation

for new business opportunity.

- 15 -

15. TRADE AND OTHER CURRENT PAYABLES

Trade and other current payables consist of:

(Unit : Baht)






2021 2020 2021 2020

Trade payables

Construction payables (see Note 18) 11,854,841,707 5,898,868,203 - -

Trade payables - domestic 113,941,274 132,063,149 5,783,801 6,997,851

Trade payables - overseas 18,031,692 20,479,289 - 2,027,828

Total trade payables 11,986,814,673 6,051,410,641 5,783,801 9,025,679

Other current payables

Other payables - a related company

(see Note 25.4) - - 1,216,961,428 756,989,641

Other payables - other companies 19,746,112 25,661,596 3,426,340 9,347,725

Payable - Condominium Juristic person 155,463 155,463 155,463 155,463

The Revenue Department payable 638,334 312,879 3,112 25,460

Withholding tax payable 135,860,819 165,366,572 20,858,658 42,205,656

Accrued project cost 125,196,786 137,005,607 - -

Accrued expenses 256,555,756 228,075,189 14,164,941 18,536,803

Accrued interest expenses 744,587,160 395,961,470 13,517,636 15,920,902

Accrued interest expenses - related companies

(see Note 25.4) - - 1,864,722 632,917

Retention 504,193,214 490,788,136 7,322,613 7,322,613

Deferred income 36,351,329 30,106,165 - -

Others 101,608,073 78,556,878 10,587,252 28,565,163

Total trade and other current payables 13,911,707,719 7,603,400,596 1,294,645,966 888,728,022

16. SHORT-TERM BORROWINGS

As at June 30, 2021 and December 31, 2020, the Company has pledged some portions of

investment in ordinary shares which have the total carrying value of Baht 91.20 million

and Baht 53.60 million, respectively, as collateral for short-term. Short-term borrowing has

interest rate at 7.00% - 9.50% per annum.

- 16 -

17. BILLS OF EXCHANGE

Bills of exchange consist of:

(Unit : Baht)



“Unaudited”

As at As at


2021 2020

Bills of exchange 395,000,000 395,000,000

Less Deferred direct cost of issuing bills of exchange (566,667) (237,919)

Less Prepaid interest expense (11,721,045) (5,308,027)

Total bills of exchange 382,712,288 389,454,054

The Company’s Board of Directors’ Meeting No. 2/2014, held on January 17, 2014,

had a resolution to approve to extend limits of the issuance and sale of short-term bills

(bills of exchange) from Baht 650 million to Baht 1,000 million to the private placement

of up to 10 bills with an interest rate not exceeding 12% per annum in order to enhance

the liquidity of the Company to expand business and invest in new projects, and authorized the

Chief Executive Office or the assignee to be a negotiator related to the issuance of the bills of

exchange.

Subsequently, the Company’s Board of Directors’ Meeting No. 3/2015 held on March 16,

2015, had a resolution to approve to extend limits of the issuance and sale of short-term

bills (bills of exchange) from Baht 1,000 million to Baht 1,500 million to general public

or private placement; institutional and/or high net worth investors with unlimited bills or

to private placement of up to 10 bills.

As at June 30, 2021 and December 31, 2020, the Company has issued and offered short-term

bills of exchange through the private placement. These bills of exchange specify the name of the

holders, which are unsubordinated and unsecured, as follows:

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

“Unaudited”

As at June 30, 2021

Date of issuance

of bills of exchange

Remaining

value

(Baht)

Interest rate

per annum

(%)

Remaining

age

(days)

Maturity date

March 5, 2021 - June 18, 2021 395,000,000 6.50 - 7.25 104 - 219 October 12, 2021 - February 4, 2022

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

As at December 31, 2020

Date of issuance Remaining Interest rate Remaining Maturity date

of bills of exchange value per annum age

(Baht) (%) (days)

June 9, 2020 - September 21, 2020 395,000,000 6.00 - 7.00 15 - 131 January 15, 2021 - May 11, 2021

On the issuance date of bills of exchange, the Company prepaid interest expenses have

been deducted which the Company will recognize as finance costs over the period of bills

of exchange.

- 17 -

18. CONSTRUCTION PAYABLES

Construction payables consists of:

(Unit : Baht)

CONSOLIDATED


“Unaudited”

As at As at


2021 2020

Construction payables 11,930,177,485 11,185,530,892

Less Direct expense from assigning debt (75,335,778) (162,553,184)

Construction payables 11,854,841,707 11,022,977,708

Less Construction payables due within 1 year (see Note 15) (11,854,841,707) (5,898,868,203)

Total - 5,124,109,505

On August 26, 2016, Landmark Holdings Co., Ltd. (the “subsidiary”) (the “Employer”),

entered into a construction contract of the Chao Phraya Estate Project with BCEG Thai

International Co., Ltd. (the “Contractor”). According to the contract, the contractor has rights

to assign construction payable to a foreign commercial bank who will provide financial

support for this project. In addition, based on the contract, the subsidiary will pay all of

construction payables to the contractor and/or a foreign commercial bank under order of

assignment of the contractor on September 20, 2020. The subsidiary will be responsible for

interest expenses according to the agreement. To guarantee for the contractor, the

subsidiary pledged collaterals, which the details are as follows:

- Pledge all shares of Landmark Holdings Co., Ltd.

- Rights to utilize leasehold and mortgage of buildings of Chao Phraya Estate Project

under a conditional guarantee agreement, which will be enforced under incidents as

specified in the agreement (see Note 9)

- Deposits at bank used as collateral (Escrow Account) of the subsidiary

On September 16, 2020, the construction debt (with a foreign financial institution) of USD 375

million or equivalent to Baht 11,754.75 million, which the subsidiary used to primarily fund the

construction of the Chao Phraya Estate Project, was fully repaid and prior to the due date. The

subsidiary and the project partner (who is also the subsidiary’s minority shareholder as well as

the main contractor of the project under development) has mutual agreed to undertake a

program to repay and reassign the debt from the foreign financial institution that provided the

construction finance prior to the due date. Such debt was partially repaid by the deposit used as

collateral of the subsidiary amount of USD 45.50 million and the repayment of the remaining

amount of USD 329.50 million has taken place with the financing raised by the project partner

and consequently, such debt became construction payables under the construction contract

between the subsidiary and the project partner. The subsidiary and the project partner are agreed

the terms and conditions of repayment agreement the significant terms and conditions are as

follows:

1. The subsidiary agreed to pay the upfront fee to the project partner for taken place with the

financing raised to pay to the foreign commercial bank which when combined with

amount paid by project partner to the foreign commercial bank and outstanding

construction payable. The subsidiary has total outstanding debt of USD 369.54 million.

- 18 -

2. The subsidiary will pay at least USD 200 million within December 31, 2021. For the

remaining amount of USD 169.54 million, it will be due by June 30, 2022.

3. The partner will charge interest as agreed rate over the outstanding period.

4. The subsidiary agree to provide collateral to the project partner as same as provided to the

foreign commercial bank. Currently, the foreign commercial bank is in the process of

returning the collateral that the subsidiary has pledged with the commercial bank.

5. When the subsidiary receives cash from sale of assets related to hotel business segment,

the subsidiary will use such proceeds to repay for the construction debt to the project

partner.

19. LONG-TERM BORROWINGS

Long-term borrowings consist of:

(Unit : Baht)

CONSOLIDATED


“Unaudited”

As at As at


2021 2020

Long-term borrowings from a foreign financial institution 133,151,172 369,114,549

Less Current portion of long-term borrowings (65,884,572) -

Total long-term borrowings 67,266,600 369,114,549

On October 14, 2016, CGUK 1 Limited (the “subsidiary”) has entered into a borrowing agreement

with a foreign financial institution in the amount of GBP 9 million, with interest rate at Base Rate

plus 3% per annum and repayable on October 17, 2021. The subsidiary mortgaged land and

buildings which has the carrying value as at June 30, 2021 and December 31, 2020 of Baht 812.35

million and Baht 743.03 million, respectively, for collateral of such borrowing.

Subsequently, on August 28, 2019, the subsidiary has entered into the supplementary

facility agreement with the foreign financial institution by agreed to pledge the deposit at

bank in the amount of GBP 1.75 million as loan collateral which has been inclusively

presented as deposits at bank used as collateral in the consolidated statement of financial

position as at December 31, 2020, in the amount of Baht 70.60 million (see Note 11).

Subsequently, on March 2, 2021, the subsidiary has entered into the supplementary

facility agreement with the foreign financial institution to extend the due date of principal

repayment to be within December 31, 2022, in order to be in line with the agreement to

terminate the lease agreement (see Note 14). During the six-month period ended June 30,

2021, the subsidiary repaid some of the long-term borrowings in the amount of GBP 6

million, by bringing the deposits at bank used as collateral and the consideration received

from the termination of lease agreement (see Note 14) to repay for such borrowings.

- 19 -

20. LEASE LIABILITIES

Lease liabilities consist of:

(Unit : Baht)

CONSOLIDATED


“Unaudited”

As at As at


2021 2020

Lease liabilities 250,409,904 252,064,220

Less Current portion of lease liabilities (14,226,492) (12,200,526)

Total lease liabilities 236,183,412 239,863,694

Maturity analysis of the undiscounted lease payments

Within 1 year 27,657,968 27,335,843

Over 1 year but not over 5 years 61,209,884 66,484,422

Over 5 years 1,311,687,928 1,317,441,783

1,400,555,780 1,411,262,048

Less Unearned interest (1,150,145,876) (1,159,197,828)


SEPARATE


“Unaudited”

As at As at


2021 2020

Lease liabilities 243,572,493 242,869,322

Less Current portion of lease liabilities (8,902,395) (8,431,505)


Maturity analysis of the undiscounted lease payments

Within 1 year 21,799,568 21,477,443

Over 1 year but not over 5 years 58,280,685 60,626,022

Over 5 years 1,311,687,928 1,317,441,783

1,391,768,181 1,399,545,248

Less Unearned interest (1,148,195,688) (1,156,675,926)


- 20 -

21. DEBENTURES

Debentures consist of:

(Unit : Baht)



“Unaudited”

As at As at


2021 2020

Short-term debentures 2,000,000,000 2,000,000,000

Less Deferred direct cost of issuing debentures (8,832,788) (8,982,937)

Total short-term debenture 1,991,167,212 1,991,017,063

Long-term debentures 1,803,400,000 1,908,400,000

Less Deferred direct cost of issuing debentures (11,401,246) (13,237,334)

1,791,998,754 1,895,162,666

Less Current portion of long-term debentures (1,791,998,754) (1,895,162,666)

Total long-term debentures - -

On April 27, 2017, the Annual General Meeting of Shareholders had a resolution to approve

the issuance and offering of the debentures with the condition that the total amount of

debentures which are not matured at any period of time shall not exceed Baht 5,000 million.

Subsequently, on February 24, 2020, the Extraordinary General Meeting of Shareholders had

a resolution to approve additional limit of Baht 2,000 million for the issuance and offering of

the debentures. As a result, the Company can issue and offer of the debentures with the

condition that the total amount of debentures which are not matured at any period of time shall

not exceed Baht 7,000 million. The Company has issued and offered debentures as follows:

21.1 On June 25, 2018, the Company issued and offered two-year debentures of Baht

1,000 million to institutional and/or high net worth investors. The debentures are

registered, unsubordinated, secured, with debentures holder’s representative, of

which the Company has the rights to early redeem, which bear interest at a fixed

rate of 7.00% per annum, payable quarterly. The first interest payable was due on

September 25, 2018 and the debentures will be due on June 25, 2020. The Company

has mortgaged some areas of land which has carrying value as at June 30, 2021 and as at

December 31, 2020 of Baht 203.38 million including component parts and building in

the future as a collateral with the right of mortgage capital of Baht 1,000 million.

In addition, the Company pledged some portion of investment in ordinary shares as

collateral which have the carrying value as at June 30, 2021 and as at December 31, 2020

of Baht 74.10 million and Baht 43.55 million, respectively.

On June 12, 2020, the Company was approved by the meeting of debentures holders to

extend the maturity date for another 1 year, so the debentures will be due on June 25, 2021.

The meeting also approved to change the interest rate of the debentures to 7.50% per

annum and approved for early redemption before the maturity date in the amount of Baht

200 million by partially payment amount of Baht 100 million on June 25, 2020 and another

Baht 100 million on December 25, 2020.

- 21 -

Subsequently, On June 8, 2021, the Company was approved by the meeting of debentures

holders to extend the maturity date for another 1 year, so the debentures will be due on

June 25, 2022. Therefore, as at June 30, 2021 and as at December 31, 2020, the outstanding

of the debentures was Baht 800 million.

21.2 On October 19, 2018, the Company issued and offered two-year debentures of

Baht 700 million to institutional and/or high net worth investors. The debentures are

registered, unsubordinated, unsecured, with debentures holder’s representative of which

the Company has the rights to early redeem, which bear interest at a fixed rate of 7.25%

per annum, payable quarterly. The first interest payable was due on January 19, 2019 and

the debentures will be due on October 19, 2020. Subsequently, on October 6, 2020,

the Company was approved by the meeting of debentures holders to extend the maturity

date for another 1 year. Accordingly, the debentures will be due on October 19, 2021.

The meeting also approved for early redemption before the maturity date in the amount

of Baht 210 million by partially payment into 2 times which were paid amount of Baht

105 million on October 19, 2020 and another Baht 105 million were paid on April 19, 2021.

Therefore, as at June 30, 2021 and as at December 31, 2020, the outstanding of the

debentures was Baht 490 million and Baht 595 million, respectively.

21.3 On September 6, 2019, the Company issued and offered two-year debentures of

Baht 513.40 million to institutional and/or high net worth investors. The debentures

are registered, unsubordinated, unsecured, with debentures holder’s representative

of which the Company has the rights to early redeem, which bear interest at a fixed

rate of 7.25% per annum, payable quarterly. The first interest payable was due on

December 6, 2019 and the debentures will be due on September 6, 2021.

21.4 On March 23, 2020, the Company issued and offered one-year debenture of

Baht 2,000 million to institutional and/or high net worth investors. The debentures

are registered, unsubordinated, secured, with debentures holder’s representative, of

which the Company has the rights to early redeem, which bear interest at a fixed

rate of 7.00% per annum, payable quarterly. The first interest payable will be due

on June 23, 2020 and the debentures will be due on March 23, 2021. The Company

has mortgaged some areas of land which has carrying value as at June 30, 2021 and

as at December 31, 2020 of Baht 1,984.32 million including component parts

and building in the future as a collateral with the right of mortgage capital of Baht

2,000 million.

Subsequently, On March 5, 2021, the Company was approved by the meeting of

debentures holders to extend the maturity date for another 1 year, so the debentures

will be due on March 23, 2022. The meeting also approved to change the interest

rate of the debentures to 7.50% per annum.

- 22 -

22. SHARE CAPITAL

On January 18, 2021, the Extraordinary General Meeting of Shareholders passed the

significant resolutions related to share capital as follows:

22.1 Approved the reduction of the Company’s registered share capital in the amount of Baht

3,305,000,000 from the existing registered capital of Baht 13,263,993,608 to Baht

9,958,993,608 by cancelling the unissued registered ordinary shares in the number of

3,305,000,000 shares with a par value of Baht 1.00 per share, which is the allocated

shares to be offered accordance with the capital increase under the General Mandate as

approved by the 2020 Annual General Meeting of Shareholders held on April 28, 2020

(except for the ordinary shares that are reserved for the exercise of rights to purchase

ordinary shares of the Company under the warrants of CGD-W4 in the amount of

1,652,865,654 shares and CGD-ESOP in the amount of 40,000,000 shares) and approved

the amendment to Clause 4 of the Company’s Memorandum of Association to be in line

with the decrease of the Company’s registered capital. On January 19, 2021, the

Company has registered the capital reduction and amended Clause 4 of the Company’s

Memorandum of Association with the Department of Business Development Ministry of

Commerce according to the resolution.

22.2 Approved the reduction of the Company’s registered capital in the amount of Baht

3,884,007,507.12 from the existing registered capital of Baht 9,958,993,608 to Baht

6,074,986,100.88 by reducing the par value of the shares, the existing par values of

Baht 1 per share to Baht 0.61 per share which will result a decreasing of the

Company’s paid-up capital from Baht 8,266,127,954.00 to Baht 5,042,338,051.94 to

deduct the discount on the par value of Baht 1,559,517,810 and offsetting deficit of Baht

1,664,272,092.06, respectively as appeared in the separate financial statements of the

Company as at September 30, 2020. After the capital decrease to offsetting the deficit,

the Company will have a remaining accumulated loss in the amount of Baht 61,542,200.94

with the number of shares of the Company after the capital decrease will be the same

amount as 8,266,127,954 shares and approved the amendment to Clause 4 of the

Company’s Memorandum of Association to be in line with the decrease of the Company’s

registered capital. On March 29, 2021, the Company has registered the capital reduction

and amended Clause 4 of the Company’s Memorandum of Association with the

Department of Business Development Ministry of Commerce according to the resolution.

22.3 Approved the increase of the Company’s registered capital in the amount of Baht

3,024,517,609.90 from the existing registered capital of Baht 6,074,986,100.88 to

Baht 9,099,503,710.78 by issuing the newly issued ordinary shares in amount of

not exceeding 4,958,225,590 shares with a par value of Baht 0.61 per share to

accommodate the exercise of CGD-W5 not exceeding 1,653,225,590 shares, the par

value is Baht 0.61 per share to the existing shareholders in proportion to their

shareholding and to issue the ordinary shares under the General Mandate in amount

of not exceeding 3,305,000,000 shares with a par value of Baht 0.61 per share by

allocating the newly issued ordinary shares not exceeding 2,479,000,000 shares to

be offered to existing shareholders (Right Offering) and allocating the newly issued

ordinary shares not exceeding 826,000,000 to be offered to specific investors

(Private Placement) and approved the amendment to Clause 4 of the Company’s

Memorandum of Association to be in line with the increase of the Company’s registered

capital. On March 30, 2021, the Company has registered the capital increase and

amended Clause 4 of the Company’s Memorandum of Association with the Department

of Business Development Ministry of Commerce according to the resolution.

- 23 -

22.4 Approved the allocation of the newly issued ordinary shares in the amount not

exceeding 1,653,225,590 shares at the par value of Baht 0.61 per share, to

accommodate the exercise of CGD-W5 not exceeding 1,653,225,590 shares, to the

existing shareholders in proportion to their shareholding and approve the

allocation of newly issued ordinary shares not exceeding 3,305,000,000 shares at

the par value of Baht 0.61 per share according to the General Mandate by

allocating the newly issued ordinary shares not exceeding 2,479,000,000 shares to

be offered to existing shareholders (Right Offering) and allocating the newly

issued ordinary shares not exceeding 826,000,000 shares to be offered to specific

investors (Private Placement).

On April 28, 2021, the General Meeting of Shareholders passed the significant resolutions

related to share capital as follows:

22.5 Approved the reduction of the Company’s registered share capital from Baht

9,099,503,710.78 to Baht 7,083,453,710.78 by cancelling 3,305,000,000 unsold

ordinary shares with a par value of Baht 0.61 per share and the amendment of

Clause 4 of the Memorandum of Association of the Company to be in line with the

reduction of the Company’s registered capital. On May 6, 2021, the Company has

registered the capital reduction and amended Clause 4 of the Company’s Memorandum

of Association with the Department of Business Development, Ministry of Commerce,

according to the resolution.

22.6 Approved the increase of the Company’s registered share capital by means of

General Mandate of Baht 503,860,000 from the existing registered share capital of

Baht 7,083,453,710.78 to Baht 7,587,313,710.78 by issuing 826,000,000 new

ordinary shares with a par value of Baht 0.61 per share. On May 7, 2021, the

Company has registered the capital increase and amended Clause 4 of the Company’s

Memorandum of Association with the Department of Business Development, Ministry

of Commerce, according to the resolution.

22.7 Approve the allocation in the number of not exceeding 826,000,000 newly issued

ordinary shares with a par value of Baht 0.61 each to offer to the specific persons

by way of a private placement under the General Mandate.

23. WARRANTS

23.1 According to the Annual General Shareholders’ Meeting for the year 2018 held on

April 26, 2018, there was a resolution to approve the issuance and offering of warrants

to purchase ordinary shares of the Company No. 4 (“CGD-W4”). On June 27, 2018,

the Company issued and allotted warrants to purchase ordinary shares (CGD-W4)

to existing shareholders on a pro rata basis to their respective shareholdings, at no

cost, at the allocation ratio of 5 existing shares per 1 unit of the warrants. The

warrants are registered with indicate name’s type and transferable subscription

without offer price. The exercise ratio is 1 unit per 1 ordinary share and the details

of the use of right are detailed below:

- 24 -

Warrant Issued date Issued units Exercise price Exercise period*

(Million units) Baht/unit Start End

CGD-W4 June 27, 2018 1,653 2.75 December 28, 2018 June 26, 2021

* The warrant holders shall be entitled to exercise their rights under the warrants to purchase Company’s ordinary

shares on the last business day of every 6th month after the warrants’ issuance date.

As at December 31, 2020 all of warrants have not been exercised.

During the six-month period ended June 30, 2021, shareholders have exercised amount

of 563 warrants to purchase amount of 563 shares at Baht 2.75 per share. The Company

has registered the capital increase and issued and paid up share capital increase with the

Department of Business Development, Ministry of Commerce on July 2, 2021.

As at June 30, 2021 CGD-W4 was expired.

23.2 According to the Extraordinary General Meeting of Shareholders held on January 18,

2021, there was a resolution to approve the issuance and offering of warrants to purchase

ordinary shares of the Company No. 5 (“CGD-W5”). On April 23, 2021, the Company

issued and allotted warrants to purchase ordinary shares (CGD-W5) to existing

shareholders on a pro rata basis to their respective shareholdings, at no cost, at the

allocation ratio of 5 existing shares per 1 unit of the warrants. The warrants are registered

with indicate name’s type and transferable subscription without offer price. The exercise

ratio is 1 unit per 1 ordinary share and the details of the use of right are detailed below:



CGD-W5 April 23, 2021 1,653 1 June 30, 2021 April 22, 2023


shares on the last business day of June and December of each calendar year throughout the exercise period.

As at June 30, 2021 all of warrants have not been exercised.

23.3 On February 25, 2019, the Company has issued and offered of the Warrants

(“CGD-WC”) to the directors, executives and employees of the Company and/or its

subsidiaries. The exercise ratio is 1 unit per 1 ordinary share and the details of the

use of right are detailed below:



CGD-WC February 25, 2019 40 1.56 February 28, 2020 February 19, 2024


shares on the last business day of every 6th month after the warrants’ issuance date.

As at June 30, 2021 and December 31, 2020, all of warrants have not been exercised.

- 25 -

24. DIRECTORS AND MANAGEMENTS’ REMUNERATION

24.1 Directors’ remuneration represents the benefits paid to the Company’s directors

under section 90 of the Public Company Act, which does not include the salary and

related benefits paid to the Company’s directors, who are executive managements

of the Company.

24.2 The managements’ benefits in cash are salary, bonus and provident funds which are

paid to the Company’s managements according to TAS 24 “Related Party Disclosures”.

Directors and managements’ remuneration for the three-month and six-month periods ended


(Unit : Baht)

CONSOLIDATED AND SEPARATE CONSOLIDATED AND SEPARATE


For the three-month For the six-month

periods ended June 30, periods ended June 30,

2021 2020 2021 2020

Directors’ remuneration 1,710,000 1,140,000 2,850,000 2,928,000

Managements’ benefits

Short-term employee benefit 8,071,124 7,522,725 15,603,894 16,184,258

Post-employment benefit 255,161 216,510 510,322 433,020

Total 10,036,285 8,879,235 18,964,216 19,545,278

25. TRANSACTIONS WITH RELATED PARTIES

Related parties comprise enterprises or individuals that control or are controlled by the

Group and the Company, whether directly or indirectly, or which are under common

control with the Group and the Company.

In addition, related parties include associated companies and individuals which have

significant influence over the Group and the Company, key management personnel, and

directors and officers with authority in the planning and direction of the Group’s and the

Company’s operations, together with close members of the families of such persons and

companies which are controlled or influenced by them, whether directly or indirectly.

The related parties which have significant transactions with the Group and/or the Company are

as follows:

Landmark Holdings Co., Ltd.

BCEG Country Group Engineering Co., Ltd.

CGD Digital Partners Limited

Leading Schools Partnership Limited

Chao Phraya Estate Residences Co., Ltd.

CGUK 1 Limited

Country Group Securities PCL.

Country Group Holdings PCL.

Padaeng Industry PCL.

MF Holdings Co., Ltd.

- 26 -

25.1 Investments in subsidiaries

(Unit : Baht)


Companies Types of Country of Paid share Paid share Percentage of holding (%) Cost method Dividend income

business registration capital capital

“Unaudited” “Unaudited” “Unaudited”

As at As at As at As at As at As at For the six-month

June 30, December 31, June 30, December 31, June 30, December 31, periods ended June 30,

2021 2020 2021 2020 2021 2020 2021 2020

Subsidiaries

Landmark Holdings Co., Ltd. Trading, rent and real Thailand 210,000,000 210,000,000 70.00 70.00 3,928,994,366 3,928,994,366 - -

estate operations and

a holding company

BCEG Country Group Engineering Construction and Thailand 1,000,000 1,000,000 99.99 99.99 999,970 999,970 - -

Co., Ltd. wholesaler of

equipment and

furniture used in

construction

CGD Digital Partners Limited Holding company Mauritius 547,579,834 547,579,834 100.00 100.00 547,579,834 547,579,834 - -

Leading Schools Partnership Limited Holding company Guernsey 225,641,944 225,641,944 96.45 96.45 217,662,851 217,662,851 - -

Total investment in subsidiaries 4,695,237,021 4,695,237,021 - -

On July 19, 2017, the Board of Director’s meeting had a resolution to approve the

dissolution of CGD Digital Partners Limited which is a subsidiary because the

subsidiary has ceased their business operations. Currently, CGD Digital Partners

Limited is in the process of liquidation.

25.2 Short-term loans to related companies

(Unit : Baht)


“Unaudited”

Nature of Balance as at Increase Decrease Balance as at Cost of

relationship January 1, June 30, intercompany

2021 2021 loans policy

Subsidiaries

Landmark Holdings Shareholder and

Co., Ltd. common director 1,475,000,000 - - 1,475,000,000 9.25% p.a.

BCEG Country Group Shareholder and

Engineering Co., Ltd. common director 67,200,000 32,800,000 - 100,000,000 7.00% p.a.

Leading Schools Shareholder and

Partnership Limited common director 218,684,124 20,401,126 - 239,085,250 7.00% p.a.

Total 1,760,884,124 53,201,126 - 1,814,085,250

- 27 -

(Unit : Baht)


“Unaudited”




Subsidiaries

Landmark Holdings Shareholder and

Co., Ltd. common director 1,375,000,000 100,000,000 - 1,475,000,000 9.25 % p.a.

Leading Schools Shareholder and

Partnership Limited common director 212,632,758 - (8,227,682) 204,405,076 7.00 % p.a.

Total 1,587,632,758 100,000,000 (8,227,682) 1,679,405,076

(1) On September 1, 2014, the Company entered into an additional loan agreement

with Landmark Holdings Co., Ltd. in the amount of Baht 800 million, duration

of the drawdown loan within 18 months from the agreement date. The Company

can call for reimbursement by giving a written notice 15 days in advance. The loan

is unsecured and has interest rate at 9.25% per annum and repayable within 18

months from the first drawdown. Later, on March 1, 2016, the Company made an

amendment of the loan agreement to be repayable on demand. During the year

ended December 31, 2017, the Company received repayment for some portions

of such loan in the amount of Baht 200 million.

Subsequently, on September 16, 2019, the Company entered into an additional

loan agreement with Landmark Holdings Co., Ltd. (the “subsidiary”) in the

amount of Baht 500 million. The loan is unsecured and has interest rate at

9.25% per annum and repayable within 3 months. The subsidiary can request to

extend the period for repayment of principal and interest, but it depends on the

decision of the Company.

Subsequently, on November 13, 2019, the Company entered into an additional

loan agreement with Landmark Holdings Co., Ltd. (the “subsidiary”) in the

limit amount of Baht 500 million, duration of the drawdown loan within

November 12, 2020. The loan is unsecured and has interest rate at 9.25% per

annum and repayable within 3 months. The subsidiary can request to extend the

period for repayment of principal and interest, but it depends on the decision of the

Company. As at June 30, 2021, the subsidiary has drawdown in the amount of Baht

375 million. Accordingly, there is available loan limited only Baht 125 million.

(2) On October 22, 2020, the Company entered into a loan agreement with BCEG

Country Group Engineering Co., Ltd (the “subsidiary”) in the amount of Baht

50 million, duration of the drawdown loan within October 22, 2021. The loan is

unsecured and has interest rate at 7.00% per annum and repayable within

3 months. The subsidiary can request to extend the period for repayment of principal

and interest, but it depends on the decision of the Company. As at June 30, 2021, the

subsidiary has fully drawdown.

- 28 -

Subsequently, on November 27, 2020, the Company entered into an additional

loan agreement with BCEG Country Group Engineering Co., Ltd (the

“subsidiary”) in the limit amount of Baht 200 million, duration of the drawdown

loan within November 27, 2021. The loan is unsecured and has interest rate at

7.00% per annum and repayable within 3 months. The subsidiary can request to

extend the period for repayment of principal and interest, but it depends on the

decision of the Company. As at June 30, 2021, the subsidiary has drawdown in the

amount of Baht 50 million. Accordingly, there is available loan limited only Baht 150

million.

(3) On September 23, 2016, the Company entered into a loan agreement with Leading

Schools Partnership Limited (the “subsidiary”) in the amount of GBP 10.55 million,

duration of the drawdown loan within September 30, 2016. The loan is unsecured

and has interest rate at 7.00% per annum and repayable on demand. On that day, the

subsidiary drew down the loan in the amount of GBP 10.55 million, or equivalent to

Baht 472.82 million. Furthermore, the Company entered into a convertible loan

agreement to convert the debt into equity of Baht 217.66 million resulting to the

increase in investment in the subsidiary in the same amount.

25.3 Short-term borrowings from related companies

(Unit : Baht)


“Unaudited”




Subsidiaries

Chao Phraya Estate Indirect

Residences Co., Ltd Subsidiaries 35,000,000 - - 35,000,000 7.00% p.a.

CGD Digital Partners Shareholder and

Limited common director 432,588,815 39,673,975 - 472,262,790 -

Total 467,588,815 39,673,975 - 507,262,790

- 29 -

(Unit : Baht)


“Unaudited”




Subsidiaries

BCEG Country Group Shareholder and

Engineering Co., Ltd. common director 54,000,000 165,100,000 (34,000,000) 185,100,000 7.00% p.a.

CGD Digital Partners Shareholder and

Limited common director 421,102,955 - (16,231,641) 404,871,314 -

Total 475,102,955 165,100,000 (50,231,641) 589,971,314

(1) On June 24, 2016, the Company entered into a borrowing agreement with CGD

Digital Partners Limited in the amount of GBP 15 million. The borrowing is

unsecured and no interest charge and repayable on demand. Subsequently, on

June 30, 2016, the Company repaid the borrowing amounting to GBP 4.81 million

by settling with dividend income from CGD Digital Partners Limited instead of cash

repayment.

Subsequently, on June 22, 2017, the Company entered into an additional

borrowing agreement with CGD Digital Partners Limited in the amount of GBP

0.38 million. The borrowing is unsecured and no interest charge and repayable on

demand.

(2) On September 30, 2020, the Company entered into a borrowing agreement with

Chao Phraya Estate Residences Co., Ltd. (the “subsidiary”) in the limit amount

of Baht 35 million, duration of the drawdown borrowing within September 30,

2020. The borrowing is unsecured and has interest rate at 7.00% per annum and

repayable within 3 months. The Company can request to extend the period for

repayment of principal and interest, but it depends on the decision of the subsidiary.

As at June 30, 2021, the Company has drawdown all amount.

25.4 Other balances and transactions with related parties

A portion of the Group’s and the Company’s assets, liabilities, revenues and expenses

arose from transactions with related parties. These companies are related through

common directors and both direct and indirect shareholdings. The pricing policies

for each transaction are as follows:

Transactions Transfer pricing policies

Service fee Mutually agreed in accordance with the contract which is comparable

to market price

- 30 -

Significant transactions with related parties consist of:

(Unit : Baht)






2021 2020 2021 2020

Outstanding balances

Subsidiaries

Other receivables (see Note 6) - - 86,705,168 50,991,163

Interest receivables (see Note 6) - - 437,039,744 350,880,744

Lease receivables (see Note 13) - - 229,078,453 226,426,328

Other payables (see Note 15) - - 1,216,961,428 756,989,641

Interest payables (see Note 15) - - 1,864,722 632,917

Related companies

Deposit at a financial institution 5,603 5,595 5,603 5,595

Prepaid debentures issuance fee 806,189 2,738,273 806,189 2,738,273

Investment in ordinary shares 174,490,452 102,551,406 174,490,452 102,551,406

Bills of exchange 295,000,000 295,000,000 295,000,000 295,000,000

Prepaid interest expense 9,121,386 4,220,403 9,121,386 4,220,403

Related persons

Trade receivables (see Note 6) 98,304,648 98,304,648 - -

Advance received 12,181,244 12,181,244 1,181,244 1,181,244

(Unit : Baht)



For the three-month periods ended June 30,

2021 2020 2021 2020

Revenues and expenses

Subsidiaries

Interest income - - 40,178,967 38,018,087

Interest income from lease receivables - - 4,278,456 4,182,034

Other service income - - 13,500,000 13,500,000

Interest expense - - 619,306 2,592,217

Other expenses - - 185,985 -

Related companies

Interest income 4 9 4 9

Debentures issuance fee 972,838 2,888,463 972,838 2,888,463

Interest expense 4,843,688 4,539,557 4,843,688 4,539,557

- 31 -

(Unit : Baht)



For the six-month periods ended June 30,

2021 2020 2021 2020

Revenues and expenses

Subsidiaries

Interest income - - 79,436,834 74,084,398

Interest income from lease receivables - - 8,532,126 8,341,067

Other service income - - 27,000,000 27,000,000

Interest expense - - 1,231,806 3,598,661

Other expense - - 239,656 -

Related companies

Interest income 8 20 8 20

Debentures issuance fee 1,932,085 5,822,972 1,932,085 5,822,972

Interest expense 9,542,505 7,523,367 9,542,505 7,523,367

26. FINANCIAL INFORMATION BY SEGMENT

The Group’s operations involve various business segments, which are a holding company,

and real estate business.

The financial information by segment for the three-month and six-month periods ended

June 30, 2021 and 2020, are as follows:

(Unit : Baht)


For the three-month period ended June 30, 2021

Real estate business Elimination Total

Real estate Investment

development property

Domestic Foreign

Revenues

Revenue from external customers

Major revenues

Revenue recognition at a point of time

Revenue from sale of condominium 755,186,156 - - 755,186,156

Other income 13,889,279 - - 13,889,279

Total revenue from external customers 769,075,435 - - 769,075,435

Expenses

Cost of condominium sale 383,838,280 - - 383,838,280

Reversal direct operating expenses arising from

investment property - (401,109) - (401,109)

Distribution costs 45,938,996 - - 45,938,996

Administrative expenses 125,449,297 1,002,015 - 126,451,312

Directors and managements’ remuneration 10,036,285 - - 10,036,285

Loss on foreign exchange rate 264,127,731 - - 264,127,731

Total expenses 829,390,589 600,906 - 829,991,495

Loss from continuing operations (60,315,154) (600,906) - (60,916,060)

Finance income 4,227,828 9,381 (4,122,591) 114,618

Finance costs (279,864,509) (6,354,871) 4,196,096 (282,023,284)

Profit (loss) before income tax (335,951,835) (6,946,396) 73,505 (342,824,726)

Income tax expense 53,612,288 - - 53,612,288

Profit (loss) for the period from continuing

operations (389,564,123) (6,946,396) 73,505 (396,437,014)

- 32 -

For the three-month period ended June 30, 2021, the Group has revenues from

transactions with two external customers in real estate development in domestic segment

in the amount of Baht 216.92 million which is 28.21% of the Group’s total revenues.

(Unit : Baht)


For the three-month period ended June 30, 2020




Domestic Foreign

Revenues


Major revenues


Revenue from sale of condominium 717,708,356 - - 717,708,356

Revenue recognition overtime

Rental income from investment property - 11,881,086 - 11,881,086

Other income 576,967,195 (2,762) - 576,964,433

Total revenue from external customers 1,294,675,551 11,878,324 - 1,306,553,875

Expenses



investment property - 696,662 - 696,662




Total expenses 457,869,517 2,837,251 - 460,706,768

Profit from continuing operations 836,806,034 9,041,073 - 845,847,107

Finance income 3,923,520 22,754 (3,721,899) 224,375

Finance costs (133,493,480) (6,905,404) 3,803,991 (136,594,893)

Profit before income tax 707,236,074 2,158,423 82,092 709,476,589

Income tax expense 73,226,938 10,594 - 73,237,532

Profit for the period from continuing operations 634,009,136 2,147,829 82,092 636,239,057

For the three-month period ended June 30, 2020, the Group does not have revenues from

transactions with a single external customer at 10% or more of total revenues.

- 33 -

(Unit : Baht)


For the six-month period ended June 30, 2021




Domestic Foreign

Revenues


Major revenues


Revenue from sale of condominium 1,726,447,627 - - 1,726,447,627



Other income 15,902,719 277,413,234 - 293,315,953


Expenses



investment property - 2,933,148 - 2,933,148




Loss on foreign exchange rate 746,850,086 - - 746,850,086

Total expenses 1,917,177,963 5,463,192 - 1,922,641,155

Profit (loss) from continuing operations (174,827,617) 277,076,612 - 102,248,995

Finance income 8,104,602 32,570 (7,998,346) 138,826

Finance costs (557,242,306) (13,256,182) 8,144,315 (562,354,173)

Profit (loss) before income tax (723,965,321) 263,853,000 145,969 (459,966,352)

Income tax expense (revenue) 140,963,994 (523) - 140,963,471


operations (864,929,315) 263,853,523 145,969 (600,929,823)

For the six-month period ended June 30, 2021, the Group does not have revenues from

transactions with a single external customer at 10% or more of total revenues.

- 34 -

(Unit : Baht)


For the six-month period ended June 30, 2020




Domestic Foreign

Revenues


Major revenues


Revenue from sale of condominium 1,070,069,100 - - 1,070,069,100



Other income 6,523,966 - - 6,523,966


Expenses



investment property - 1,401,631 - 1,401,631




Loss on exchange rate 169,051,175 45,241 - 169,096,416

Total expenses 874,885,916 5,606,793 - 880,492,709

Gain from continuing operations 201,707,150 17,644,287 - 219,351,437

Finance income 7,747,912 97,685 (7,483,342) 362,255

Finance costs (260,631,021) (14,367,572) 7,646,486 (267,352,107)

Profit (loss) before income tax (51,175,959) 3,374,400 163,144 (47,638,415)

Income tax expense 108,451,761 424,063 - 108,875,824


operations (159,627,720) 2,950,337 163,144 (156,514,239)

For the six-month period ended June 30, 2020, the Group has revenues from transactions

with one external customer in real estate development in domestic segment in the amount

of Baht 122.10 million which is 10.96% of the Group’s total revenues.

(Unit : Baht)



Real estate

development

Investment

property

Domestic Foreign

Total assets

As at June 30, 2021 (“Unaudited”) 27,237,807,228 963,199,929 (1,550,766,735) 26,650,240,422

As at December 31, 2020 27,088,878,918 1,299,285,085 (1,476,146,993) 26,912,017,010

Total liabilities

As at June 30, 2021 (“Unaudited”) 23,051,150,397 480,087,627 (801,456,133) 22,729,781,891

As at December 31, 2020 22,308,050,894 689,652,777 (726,392,403) 22,271,311,268

- 35 -

27. COMMITMENTS AND CONTINGENT LIABILITIES

As at June 30, 2021 and December 31, 2020, the Company had a letter of guarantee for

guarantee payment of a subsidiary.

28. DISCLOSURE OF INFORMATION RELATING TO FINANCIAL INSTRUMENTS

Fair values of financial assets and financial liabilities

As most of the Group’s and the Company’s financial assets and financial liabilities are short-

term in natures with interest rate at fixed rate, the Group’s and the Company’s management

believe that the carrying amounts of the financial assets and liabilities; cash and cash

equivalents, trade and other current receivables, short-term loans to related companies,

deposits at banks used as collateral, trade and other current payables, contract deposit and advance

from customers, short-term borrowings, bills of exchange, short-term debentures, current portion

of long-term borrowings and current portion of long-term debentures approximate to their fair

values. For long-term financial liabilities; long-term borrowings, the Group’s and the

Company’s management believe that their estimated fair values are based on the amounts

presented in the statement of financial position since their interest rates approximate to the

market interest rate.

However, certain assets of the Group and the Company are measured at fair value at the

end of reporting period. The following tables give information about how the fair values

of these assets are determined.

(Unit: Baht)


Assets Fair value

“Unaudited”

Fair value Fair value

hierarchy

Valuation techniques

and key inputs used in

fair value

measurements

Significant

unobservable

inputs As at

June 30,

2021

As at

December 31,

2020

1. Investment in ordinary

shares and warrants

registered in the

Stock Exchange of

Thailand

174,490,452 102,551,406 Level 1 Last bid price of the last

working day of the

reporting period as

quoted on the Stock

Exchange of Thailand

N/A

2. Investment in unit

trust registered in

the Stock Exchange

of Thailand


working day of the

reporting period as

quoted on the Stock


N/A

3. Investment property 812,349,127 743,031,438 Level 3 Discounted cash flow

using income approach

appraised by the

independent professional

appraisers. Information

used in fair value

measurement are

expected revenues and

discount rate

Projected

cash flows

and discount

rate

- 36 -

(Unit: Baht)


Assets Fair value

“Unaudited”

Fair value Fair value

hierarchy

Valuation techniques

and key inputs used in

fair value

measurements

Significant

unobservable

inputs As at

June 30,

2021

As at

December 31,

2020

1. Investment in ordinary

shares and warrants

registered in the

Stock Exchange of

Thailand


working day of the

reporting period as

quoted on the Stock


N/A

2. Investment in unit trust

registered in the

Stock Exchange of

Thailand


working day of the

reporting period as

quoted on the Stock


N/A

29. EVENTS AFTER THE REPORTING PERIOD

On July 2, 2021, Landmark Holdings Company Limited (the “Subsidiary”) has invested in

ordinary shares of Urban Resort Hotel Co., Ltd. amounting to Baht 999,980 (99,998 shares

with a par value of Baht 10 per share) which is 99.99% of total shares and Waterfront

Hotel Co., Ltd. amounting to Baht 999,980 (99,998 shares with a par value of Baht

10 per share) which is 99.99% of total shares, to support assets acquisition and transfers

for operating Capella Hotel Bangkok and Four Seasons Hotel Bangkok at Chao Phraya

River (see Note 10).

Subsequently, on July 20, 2021, the Extraordinary General Meeting of Shareholders of Urban

Resort Hotel Co., Ltd. has passed a resolution to increase the registered share capital

of the Company from Baht 1 million to Baht 3,550 million by issuing newly ordinary shares

of 354,900,000 shares with a par value of Baht 10 per share, allocated to the existing

shareholders proportionately, and on the same day, the Extraordinary General Meeting of

Shareholders of Waterfront Hotel Co., Ltd. has passed a resolution to increase the registered

share capital of the Company from Baht 1 million to Baht 1,950 million by issuing newly

ordinary shares of 194,900,000 shares with a par value of Baht 10 per share, allocated to the

existing shareholders proportionately. Currently, Urban Resort Hotel Co., Ltd. and Waterfront

Hotel Co., Ltd. are processing the capital increase.

30. APPROVAL OF THE INTERIM FINANCIAL STATEMENTS

The interim financial statements were approved for issuing by the authorized directors

of the Company on August 11, 2021.

report on review of interim financial information by …

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