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Annual Report 2010


Annual Report 2010 Asian Property Development Plc.


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A MIXTURE OF INVENTION AND IMAGINATION CREATES AN INNOVATION FOR MODERN LIVING, FIRSTLY TO BE DISCOVERED. AP is determined to create urban living spaces that best reflect the changing times. Through the use of the latest innovations in design and materiel, we hope to add interesting and thoughtful elements to our metropolis. And in doing so, create a happier and more fulfilling life for you.


Contents Message from the CEO Financial Highlight 2010 Awards Board of Directors Management Economic Outlook Property Market Outlook AP’s Projects Company Background Structure Shareholding and Management Structure Good Corporate Governance Risk Factors Reports and Financial Statements Company Information

6 8 15 16 18 22 24 26 30 32 33 60 68 74 129


Innovation Drives the Future

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Message from the CEO

In 2010 the property market was active throughout the year. Starting with the rush of unit transfers as to acquire the privilege from government’s stimulus package which was terminated in the first quarter, most of developers, as a consequence, achieved the highest revenue recognition of the year, including Asian Property Development Plc (“AP”). However, the government had prolonged only the transfer fee and mortgage registration fee reduction to 31 May 2010. The market dropped slightly in the second quarter but did not cease despite of the domestic politic chaos. In the latter half of 2010, numerous property projects were launched, bustling the market again until Bank of Thailand announced the revised rules to regulate housing loans granted by commercial banks in order to keep the loan competition among commercial banks under control, since it could be harmful to the market. AP’s 2010 was the year of development in respect of products, organizational structure, human resource and computer system with the aim to underlie the company’s growth and strengthen the company in the intense competition. AP has developed products to fill the new market and diversify the target range to both upper and lower levels such as “The Palazzo”, newly established brand of AP that offers over Baht 15 million single detached houses, or ”Aspire” which represents condominiums around Baht 2 million. AP has also reorganized the company’s structure to be clearer in responsibility. Business Units were set up, parting from Sale Department and Marketing Department, to clearly separate the responsibilities and to enhance knowledge and skill of each function to their staff. Moreover, the company also set up a training center for Sale department and Construction Department to assist staff in learning their work. AP has also replaced the former system software with SAP (System, Application and Products in Data Processing) which is well recognized Enterprise Resource Planning (ERP) software to prepare for the company’s growth in the future. This development in products and operation has resulted in the company’s backlog in 2010 which had reached Baht 23,593 million, while the revenue increased 9.6% from the previous year to Baht 13,840 million. Net profit increased 15.5% to Baht 2,229 million as well. In 2011, AP continues its plan to expand the market and innovate new products to fulfill customers’ needs; townhouses at Baht 2 million price range under “The Pleno” brand are introduced where precast technology is applied to the construction as to reduce time and cost. These townhouses are developed by SQE Construction Co., Ltd., which was a newly established subsidiary company setting up particularly to engage in construction of townhouses in this price range. The Company reckons that this type of product will support the future growth. Moreover, the Company aims for new 15-20 project launches which are valued around Baht 25,000 million this year. However, to acquire land, the Company still prioritizes cash flow and financial discipline as the first issue. Moreover, the Company also emphasizes in personnel development along with creating young executives so as to efficiently drive the Company to its goals. Meanwhile, AP also develops the affiliation with allies in terms of finance, marketing and construction to establish stronger steps in providing better products and services to customers and in long term development. Last but not least, all members of AP executive team and I would like to express our thanks to all valued shareholders, bondholders, customers, alliances and staff for supporting AP all year long.

(Mr. Anuphong Assavabhokhin) Chief Executive Officer

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Innovation Creates New Culture 10


Financial Highlight 2010 Asian Property Development Public Company Limited (AP.BK / AP TB) reported a record high 2010 net profit of 2.23 billion Baht or EPS of 0.95 Baht/share (see Figure 1). The net profit rose 15.5% from the previous year in spite of the expiration of the property tax incentives (3.3% Specific Business Tax expired in Mar 2010 and 2.0% Transfer Fee expired in May 2010). Net profit margin achieved at 16.1%. Solid performance was mainly driven by growing revenues (+9.6% YoY) and gross margin improvement (37.8% versus 33.5% previously). Revenues in 2010 grew 9.6% to 13.8 billion Baht (see Figure 2). Revenue contribution from high-rise projects was similar to the prior year at 53% (see Figure 3) but 2010 high-rise gross margin was substantially higher at 41.4% (37.2% in 2009) led by The Address Chidlom (project gross margin of 46.0% and 9.3% revenue contribution in 2010). Supported by our diversified product strategy, revenue mix from projects was well balanced as the largest contributor to 2010 revenue was only 13.3% from Rhythm Ratchada project. This project has started transfer since Q4 2010 with the achievement of 51% transfer rate (451 units). In the midst of the fear of oversupply, the successful and quick transfer rate on this project reflected healthy demand in our condominium market.

Figure 1 Net Profit (million Baht) 2,500 2,229 1,930

2,000

1,500

1,429

1,344 1,194

1,099

1,000

899

770

689 500 265 0

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

Source: Asian Property Development

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Annual Report 2010

Asian Property Development Plc.

Figure 2 Revenue (million Baht) 16,000 13,840

14,000 12,628 12,000 10,000

9,265 7,825

8,000 5,740

6,000

4,757

4,000 2,000 0

6,344 5,258

2,701 1,281 2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

Source: Asian Property Development

Meanwhile, selling and administrative expenses increased from 1.32 billion Baht to 2.05 billion Baht or up 55% as a result of the expiration of specific business tax and transfer fee of 3.3% and 2% in March and May 2010 respectively. Moreover, on 1 Oct 2010, AP completely bought the 49% holding on Rhythm Ratchada project and The Address Sathorn project from Pacific Star Group. Then, goodwill on share premium of total 452 million Baht was occurred and 144.7 million Baht were amortized under SG&A, matching with the number of unit transfer of Rhythm Ratchada, in Q4 2010. Selling and administrative expenses as a percentage of sales therefore rose to 14.8% compared to 10.4% in 2009. On the balance sheet side, net debt to equity ratio slightly rose from 0.94x in the previous quarter to 1.08x at the end of 2010 with net debt of 10.3 billion Baht. In addition, Book value was 4.1 Baht per share and ROE was at 25.4%.

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Figure 3 Breakdown of Property Development Revenues by Projects in 2010 Life @ Huay Kwang 7% Others 16%

Baan Klang Muang Urbanion (Rama9-Ladprao) 5% Baan Klang Muang Urbanion (KasetNavamin) II 5%

Life @ Suthisan 5%

Baan Klang Krung (Sathorn) 6% The Centro (Ram intra) 2%

Life @ Sukhumvit 65 9%

Baan Klang Krung (Royal Vienna Ratchavibha) 3% The Address Chidlom 9%

Rhythm Ratchada 13%

Life@Sathorn 10 5% The Centro (Sukhumvit 113) The City 2% (Rama 5 - Ratchaphruek) The Address Patumwan 3% 2% Baan Klang Muang The City (Rattanatibet) 5% Urbanion (Srinakarin) 3%

Source: Asian Property Development

Sales booking in 2010

Total sales booking in 2010 reached 17.5 billion Baht, of which 10.6 billion Baht came from condominium. Driven by 14 new Townhouse (TH) and Single Detached House (SDH) projects launched in 2010, sales booking from TH and SDH was up 21.1% YoY to 6.9 billion Baht (see Figure 4). In the meantime, we launched 6 new condominium projects last year (see Figure 6). At the end of 2010, sales backlog (already sold but not yet recognized income) was carried at 23.6 billion Baht. TH and SDH represented 2.1 billion Baht while condominium backlog was at 21.5 billion Baht which will be last until 2014 (see Figure 8). AP plans to launch at least 15 new projects valued 18.8 billion Baht in 2011 (see Figure 7). We expect to spend in the range of 5.5-6.0 billion Baht on the land acquisition for this year, compared to 5.4 billion Baht in 2010 and 4.5 billion Baht in 2009.

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Annual Report 2010

Asian Property Development Plc.

Figure 4 Summary of Projects (million Baht) 2008 Q1 Q2 Q3 Q4 2009 Q1 Q2 Q3 Q4 2010 2009 2009 2009 2009 2010 2010 2010 2010 Gross sales booking 11,932 2,330 4,906 10,007 4,713 21,956 3,861 3,571 7,538 5,860 20,830 Beginning Backlog 14,669 13,924 12,852 14,314 20,476 13,924 19,744 16,747 17,334 22,771 19,744 Total sold value 26,601 16,254 17,758 24,321 25,188 35,880 23,605 20,318 24,872 28,630 40,574 Cancellation (3,514) (700) (1,181) (1,009) (726) (3,616) (822) (851) (737) (878) (3,289) Net sold value 23,087 15,554 16,578 23,312 24,462 32,264 22,782 19,467 24,135 27,752 37,285 Revenue Recognition (9,163) (2,702) (2,264) (2,836) (4,718) (12,520) (6,035) (2,133) (1,365) (4,159) (13,692) Ending Backlog 13,924 12,852 14,314 20,476 19,744 19,744 16,747 17,334 22,771 23,593 23,593 • from TH&SDH • from Condo

1,826 1,681 2,089 2,164 1,629 12,098 11,171 12,225 18,312 18,115

1,629 1,075 1,835 2,545 2,110 2,110 18,115 15,672 15,499 20,226 21,483 21,483

Net Sales Booking • from TH&SDH • from Condo

8,418 5,185 3,233

18,341 5,735 12,606

1,630 1,284 346

3,726 1,822 1,904

8,997 1,562 7,435

3,987 1,066 2,921

3,038 998 2,040

2,720 2,155 565

6,802 1,964 4,838

4,981 17,541 1,829 6,946 3,152 10,595

Figure 5 Financial Summary 2010 2009 2008 2007 2006 Revenues from Property Development (Btm) 1 3,692 12,520 9,163 7,785 6,344 YoY Chg (%) 9.4% 36.6% 17.7% 22.7% 41.3% Consolidated Revenues (Btm) 13,840 12,628 9,265 7,825 6,344 YoY Chg (%) 9.6% 36.3% 18.4% 23.3% 20.7% Gross profit from Property Development (Btm) 5,090 4,120 3,171 2,537 1,996 Gross margin from Property (%) 37.2% 32.9% 34.6% 32.6% 31.5% Overall Gross profit (Btm) 5,238 4,228 3,274 2,577 1,996 Gross margin (%) 37.8% 33.5% 35.3% 32.9% 31.5% Operating profit (Btm) 3,113 2,842 2,258 1,389 1,043 Operating margin (%) 22.5% 22.5% 24.4% 17.8% 16.4% Net profit from normal operations (Btm) 2,229 1,930 1,429 899 794 YoY Chg (%) 15.5% 35.1% 59.0% 13.2% 22.2% Net profit (Btm) 2,229 1,930 1,429 899 1,344 YoY Chg (%) 15.5% 35.1% 59.0% -33.1% 74.5% EPS (Bt) 0.95 0.83 0.61 0.39 0.59 Total assets (Btm) 24,114 19,159 17,609 13,145 10,418 Equity (Btm) 9,514 8,030 6,574 5,513 5,048 Outstanding debt (Btm) 10,667 7,942 7,986 5,509 4,031 Net debt (Btm) 10,311 6,234 6,227 4,787 3,124 Net debt to equity (x) 1.08 0.78 0.95 0.87 0.62 ROE (%) (average equity) 25.4% 26.4% 23.6% 17.0% 29.8% Source: Asian Property Development

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Figure 6 Ongoing Projects Project Completion % sold (in Available No of value Launch (last unit unit) (as for sales Ongoing Projects Rai units (Btm) year transferred) of 31 Dec 10) (Btm) Single Detached House Place & Park 91.6 275 800 N/A The City (Pinklao) 38.0 88 768 Q3 2004 Q2 2010 100% 0 The City (Pinklao) Phase II 115.7 283 2,241 Q2 2007 Q2 2010 100% 0 Baan Klang Krung (The Nice Ratchavibha) 18.2 50 670 Q2 2006 Q2 2011 86% 94 The Centro (Sukhumvit 113) 35.6 188 800 Q3 2008 Q4 2011 84% 128 The City (Rattanathibet-Khaerai) 60.0 206 1,600 Q3 2008 Q4 2011 92% 132 The City (Rama 5-Ratchaphruek) 27.1 106 746 Q1 2009 Q1 2011 100% 0 The Centro (Rattanatibet) 121.0 453 2,700 Q2 2010 Q4 2013 14% 2,325 The Centro (Ram intra) 73.3 296 1,600 Q2 2010 Q4 2013 21% 1,265 The City (Rama5-Ratchaphruek) II 50.6 140 1,150 Q3 2010 Q4 2013 6% 1,084 The Centro (On nuch-Wongwan) 57.1 216 1,400 Q3 2010 Q4 2013 5% 1,329 The Centro (Watcharapon) 111.7 407 2,250 Q4 2010 Q4 2014 1% 2,228 The Palazzo Sathorn 44.0 108 1,500 Q4 2010 Q4 2013 16% 1,264 SDH-Available for Sales 9,848 Townhouse Baan Klang Krung (The Royal Vienna Ratchavibha) 35.6 330 1,850 Q4 2006 Q2 2011 99% 11 Baan Klang Muang Urbanion (Rama 9 - Wongwan) 10.9 124 430 Q4 2007 Q1 2011 99% 3 Baan Klang Muang Urbanion (Sathorn - Taksin) 22.6 208 1,120 Q2 2008 Q2 2010 100% 0 Baan Klang Muang Urbanion (Sukhumvit 113) 11.6 124 369 Q2 2008 Q3 2010 100% 0 Baan Klang Muang Urbanion (Ladprao 71(4)) 7.1 75 417 Q3 2008 Q1 2010 100% 0 Biztown (Srinakarin) 6.0 54 348 Q3 2008 Q3 2010 100% 0 Baan Klang Muang Urbanion (Srinakarin) 22.0 207 910 Q3 2008 Q3 2011 89% 101 Biztown (Ladprao) 9.8 69 660 Q1 2009 Q1 2011 99% 10 Baan Klang Muang Urbanion (Rama9 - Ladprao) 13.7 150 780 Q4 2009 Q2 2011 87% 99 Baan Klang Muang Urbanion (Kaset - Navamin) II 23.8 271 1,100 Q1 2010 Q4 2011 71% 317 Baan Klang Krung (Sathorn) 9.0 90 950 Q2 2010 Q1 2011 100% 0 Baan Klang Muang Urbanion (Rama 3 - Suksawat) 8.4 92 400 Q3 2010 Q2 2011 92% 30 Biztown (Rama3 - Suksawat) 7.1 63 500 Q3 2010 Q4 2011 37% 317 Baan Klang Muang (Ladprao - Sena) 8.1 88 450 Q3 2010 Q2 2011 74% 118 Baan Klang Muang S-Sense (Sathorn - Taksin) II 52.8 486 2,600 Q3 2010 Q4 2015 7% 2,423 Baan Klang Muang S-Sense (Rama9 - Ladprao) 28.7 302 1,500 Q3 2010 Q4 2013 16% 1,262 Baan Klang Muang S-Sense (On nuch - Wongwan) 32.3 338 980 Q4 2010 Q4 2013 4% 945 TH-Available for Sales 5,637 Condominium The Address Chidlom 4.5 597 3,940 Q1 2007 Q2 2011 98% 59 Life @ Sathorn10 1.4 286 1,056 Q2 2007 Q2 2010 100% 0 Life @ Ratchada - Suthisan 2.9 484 1,270 Q2 2007 Q3 2010 100% 0 Life @ Sukhumvit 65 2.7 540 1,570 Q3 2007 Q1 2011 100% 6 Life @ Ratchada-Huay Kwang 2.5 480 1,300 Q3 2007 Q4 2010 100% 0 Life @ Sukhumvit 67 1.0 78 416 Q1 2008 Q4 2010 100% 0 Rhythm Ratchada 7.0 881 3,560 Q3 2008 Q4 2011 86% 485 The Address Pathumwan 2.3 156 1,050 Q2 2009 Q2 2011 95% 54 Life @ Ladprao 18 3.0 457 1,600 Q2 2009 Q1 2012 89% 172 The Address Phayathai 1.4 152 1,070 Q3 2009 Q4 2011 82% 190 The Address Asoke 3.9 574 3,370 Q3 2009 Q4 2012 99% 35 The Address Sukhumvit 28 2.0 246 2,250 Q3 2009 Q3 2012 97% 64 The Address Sathorn 12 3.5 562 4,100 Q3 2009 Q4 2013 75% 1,014 Rhythm Ratchada-Huay Kwang 3.6 539 2,300 Q1 2010 Q2 2012 88% 273 Rhythm Sukhumvit 50 3.9 589 2,500 Q3 2010 Q4 2013 100% 4 Rhythm Phahol-Aree 5.5 809 3,200 Q3 2010 Q4 2014 40% 1,922 Rhythm Sathorn 4.8 910 4,200 Q3 2010 Q4 2014 43% 2,414 Aspire Rama 4 6.8 1,432 2,600 Q4 2010 Q4 2013 16% 2,179 Aspire Ngamwongwan 8.5 1,458 2,100 Q4 2010 Q4 2013 26% 1,548 Condo-Available for Sales 10,420 Total ongoing projects available for sales 25,904 Note: % sold as of Dec 31, 2010 Source: Asian Property Development

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Figure 7 Projects in the Pipeline (planned to be launched)

Project Completion No of value Land Launch (last unit Planned-to-be-launched projects in 2011 Rai units (Btm) acquisition year transferred) Single Detached House 1 The Palazzo Suksawat 44.0 140 1,750 Q1 2010 Q2 2011 Q4 2013 Total SDH 1,750 Townhouse 1 Baan Klang Muang S-Sense (Srinakarin) 22.0 212 900 Q1 2008 Q1 2011 Q4 2013 2 Baan Klang Muang (Ladprao-Sena) II 10.1 97 500 Q2 2010 Q2 2011 Q4 2012 3 The Pleno (Suksawat 30) 71.3 680 1,480 Q3 2010 Q2 2011 Q4 2014 4 The Pleno (Ekachai-Kanchanapisek) 43.9 434 1,040 Q3 2010 Q2 2011 Q4 2013 5 The Pleno (Rama 5-Pinklao) 45.7 450 1,030 Q3 2010 Q2 2011 Q4 2013 6 Baan Klang Krung (Rama 3-Wongwan) 9.3 57 500 Q3 2010 Q2 2011 Q2 2012 7 Baan Klang Muang (Sathorn-Ratchaphruek) 16.3 150 600 Q4 2010 Q2 2011 Q4 2012 8 Baan Klang Muang (Ladprao 101) 6.6 79 330 Q4 2010 Q3 2011 Q4 2012 9 Baan Klang Muang (Ratchada) 13.7 165 670 Q1 2011 Q3 2011 Q4 2012 10 Baan Klang Muang (Ladprao 87) 12.1 145 590 Q1 2011 Q4 2011 Q1 2013 Total TH 7,640 Condominium 1 Rhythm Sukhumvit 44 3.0 493 2,400 Q1 2011 Q2 2011 Q4 2014 2 Aspire Srinakarin 3.4 330 440 Q1 2011 Q2 2011 Q2 2013 3 Rhythm Rama 9 5.0 535 2,645 Q1 2011 Q3 2011 Q4 2014 4 Sukhumvit 48 9.5 2,154 3,950 Q1 2011 Q4 2011 Q4 2015 Total Condo 9,435 Total planned-to-be-launched projects in 2011 18,825

Note: 1 rai = 0.4 acres = 400 sq.w. = 1,600 sq.m. Source: Asian Property Development

Figure 8 Schedule of Condo Transfer (million Accumu- Estimated % Estimated transferred Baht) Project Total % unit lated until last unit Existing Condo of AP value units sold * 2010 2011F 2012F 2013F 2014F transferred The Address Chidlom Life @ Sathorn Soi 10 Life @ Suthisan Life @ Sukhumvit 65 Life @ Ratchada - Huay Kwang Life @ Sukhumvit 67 Rhythm Ratchada The Address Pathumwan Life @ Ladprao 18 The Address Phayathai The Address Asoke The Address Sukhumvit 28 The Address Sathorn 12 Rhythm Ratchada - Huay Kwang Rhythm Sukhumvit 50 Rhythm Phahol-Aree Rhythm Sathorn Aspire Rama 4 Aspire Ngamwongwan

3,940 597 1,056 286 1,270 484 1,570 540 1,300 480 416 78 3,560 881 1,050 156 1,600 457 1,070 152 3,370 574 2,250 246 4,100 562 2,300 539 2,500 589 3,200 809 4,200 910 2,600 1,432 2,100 1,458 43,452

* % sold as of Dec 31, 2010 Source: Asian Property Development

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98% 98% 2% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 86% 51% 49% 95% 95% 5% 89% 80% 20% 82% 100% 99% 100% 97% 50% 50% 75% 30% 70% 88% 80% 20% 100% 100% 40% 50% 50% 43% 10% 90% 16% 100% 26% 100%

Q2 2011 Q2 2010 Q3 2010 Q1 2011 Q4 2010 Q4 2010 Q4 2011 Q2 2011 Q1 2012 Q4 2011 Q4 2012 Q3 2012 Q4 2013 Q2 2012 Q4 2013 Q4 2014 Q4 2014 Q4 2013 Q4 2013


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1 Mr.Vilas Pilakasiri Board Secretary

2 Mr.Kosol Suriyaporn Director and Member of Audit Committee

3 Mr.Chaiyarat Thampeera Director

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4 Mr.Phanporn Dubbarangsi Director and Chairman of Audit Committee

7 Mr.Shaw Sinhaseni Director

5 Mr.Pornwut Sarasin Director

6 Mr.Nontachit Tulayanonda Director and Member of Audit Committee

1

2

3

5 4

6

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Board of directors

8 Mr.Pichet Vipavasuphakorn Director

11 Mr.Chatchaval Bhanalaph Chairman

14 Mr.Wason Naruenatpaisan Director

9 Mr.Anuphong Assavabhokhin 12 Mr.Siripong Sombutsiri Vice Chairman

10 Mr.Visanu Suchatlampong Director

Director

13 Ms.Kittiya Pongpujaneekul

8

9

10 11

12

13

14

Director

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Mr.Piyawat Suephaisal Executive Vice President Business Affair Liaison Dep.

Mr.Siripong Sombutsiri Executive Director

Mr.Wason Naruenatpaisan

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Chief Operation Officer

Mr.Anuphong Assavabhokhin Chief Executive Officer


management

Mr.Pichet Vipavasuphakorn Managing Director

Mrs.Supalak Chanpitak Chief Business Unit 4

Ms.Kittiya Pongpujaneekul Chief Financial Officer

Mr.Opas Ruangrajitpakorn Chief Risk Officer

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Mr.Visanu Suchartlumpong Chief Business Unit 1

Mr.Pumipat Sinacharoen Deputy Chief Financial Officer

Mr.Vittakarn Chandavimol Deputy Chief Marketing Officer

Mr.Pamorn Prasertsan Deputy Chief Business Unit 2

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management

Mr.Marote Vananan Deputy Chief Commercial Service

Mr.Suchart Otaivites, Ph.D. Deputy Chief People Officer

Mr.Somchai Wattanasaowapak Deputy Chief IT Officer

Mr.Boonlert Ratinthorn Deputy Chief Business Unit 3

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Innovation Influences Behaviour


Economic Outlook In the year 2010, Thai economy grew by 7.8% as opposed to -2.3% the year before, despite the

fact that the world economy is still fragile including the cancellation of the government subsidy policy, the domestic political unrest in the second quarter and the devastating flood in the last quarter of the year. The contributing factors for this growth rate are (1) Export of goods and services grew by 14.7% from the previous year. Export growth is also seen in part to a consequence of the recovery of foreign demand (2) investment of private sector grew by 13.8% as the result of the growth in export and the recovery of the domestic consumption (3) private consumption expand by 4.8% from the low interest rate and the unemployment rate which reduces from 1.5% in 2009 to 1.0%. Another boosting factor is the recovery of the tourism industry in the second half of the year. With all these factors combined, the result is the surplus of US Dollars 14.0 Billion in the trade balance and the surplus of US Dollars 14.8 Billion in the current account, The international reserve surges 34.4% from the year before to US Dollars 172.13 Billion. At the same time, inflation rate increased to 3.3% from -0.8% the year before as a result from the increase in price of agricultural products and gasoline. In order to maintain stability, Bank of Thailand gradually increases interest rate to slow down the inflation rate which expected to rise in the year 2011. In the year 2011, Thai economy is expected to grow but at the slower rate. Office of the National Economic and Social Development Board forecasts the growth to be in the range of 3.5-4.5%. The positive contributing factors are; (1) expansion in world economy contributing to export sector, production and tourism industry, (2) tendency in climbing consumers’ income as a result of the increase of wages in government and private labor market, including the increasing agricultural price earning more to farmers, (3) low unemployment rate, and (4) recovery of tourism industry leading to the growth of production and service industry. The risks in Thai economy in 2011 predictably are; (1) uncertain recovery of the world economy, (2) increasing fuel price affecting to cost of production and exporter income, (3) rise in inflation rate and interest rate weakening consumers and investors’ confidence, (4) political conflict affecting consumers, tourists and foreign investors’ attitude, and (5) uncertainty of the agricultural sector in terms of output, price and income regarding climate change and higher cost of production due to increasing fuel price.

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Annual Report 2010

Asian Property Development Plc.

Property Market Outlook Property Market started the year 2010 vigorously continued from the previous year since it was

predicted that the government would cease the stimulus package, i.e., lowering Specific Business Tax (SBT) from 3.3% to 0.1% and ownership transferring fee and mortgage registering fee from 2.0% to 0.01% which ended on 28 March 2010. Thus, in the first quarter of 2010, the rate of ownership transferring of property in Bangkok and vicinity area has shown 60% increased from the same period of the year before, while the house registration also rose 63%. Later the government extended the stimulus package of transferring fee and mortgage registering fee reduction to 31 May 2010. The extension was offered only to consumers while the entrepreneurs were to resume the SBT responsibility. In the second quarter, domestic chaos had slightly impeded the property market growth, particularly to condominiums in central business district. However, there was a rapid growth in the latter half of the year due to the revival of internal economy. Overall, the property market grew by 10.7% from the previous year which was explained by the number of house registration increased by 94,977 units while the previous year was 105,152 units. At the end of the year, Bank of Thailand (“BOTิ”) has revised a set of rules to control mortgage loan grants for houses and condominiums by adjusting the risk weight calculation. Formerly, at any amount of Loan to Value (“LTV”), commercial banks would apply the same value of risk weight which was 35%. It was changed to be whenever commercial banks grant a loan exceeding Baht 10 million and LTV not exceeding 80%, the 35% risk weight will be applied. If LTV reaches over 80%, risk weight will be increased to 75%. Housing loans under Baht 10 million are divided into 2 types; (1) housing loan for high rise project or condominium and (2) housing loan for low rise project. If LTV in loan of the first type (condominium) does not exceed 90% of the price upon purchase, risk weight will be at 35%. If LTV exceeds 90%, risk weight of 75% will be applied. This rule applies to a sale purchase contract made on 1 January 2011 onward. For housing loan type 2 (low rise project), if LTV does not exceed 95%, risk weight will be at 35%. If LTV exceeds 95%, risk weight of 75% will be applied. This rule will apply on 1 January 2012 onward. However, they rarely have an effect to the property market since down payment portion nowadays has taken 5-10% of the purchase price. Regarding the supply, anxieties in world economy and political instability in 2009 had impeded projects launching in the first half of 2009 and were relieved in the latter half to the first half of 2010. This resulted in 100% increased in new launched projects; the highest record belongs to condominium sector which achieved 60,972 units, while townhouses and single-detached house gain 31,365 and 17,353 units respectively. However, take up rate decreased, comparing with many years before when some projects were sold out in just a few hours. Since there are bunch of new projects launched nowadays, consumers benefit from more choices of products and less buying speculation. This creates balance in the market. Sale volume represents concrete demand of property and gradually grows. Ranking by price, the highest amount of units launched was products under Baht 2 million in which 64,247 units were launched or equivalent to 55% of the total newly launched units. 36,888 units out of this number contributed to condominium, followed by 23,632 units of townhouses. Over supplying in these products was, therefore, concerned.

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The considerable amount of newly launched projects has fluttered the intense competition among major developers. They aim to diversify their product categories and price range to serve demands of every level of consumers in order to underlie their future business growth. However, these major developers gain advantages over medium and small ones in terms of brand reputation, funding and bargaining power against suppliers, they also benefit from lower cost of production, more manageable cash flow and lower debt to equity ratio. Moreover, commercial banks tend to offer special interest rate of mortgage loans to customers of major developers and strict with project financing of small entrepreneurs which caused them to drop off from the market and eventually left only the big ones. In 2011, it is anticipated that the property market will grow up from last year in response to domestic economy while competition among major developers maintains its harshness by market expanding and new project launching. Predictably, they become more oriented in low rise project development this year since condominium projects were abundantly developed previous year and a lot of them are still available for sale. Factors that may decelerate the property market in 2011 are political status, higher cost of construction materials, potentially higher interest rate and commercial banks’ rules to control mortgage loans for condominium, while factors that contribute to the market growth are the construction of new rapid transportation routes and expanded phrases (MRT and BTS) and Airport Link line which introduces new locations to consumers’ choice. Reorganizing scheme of the city plan such as adjusting Floor Area Ratio (FAR) also encourages the capability of land usage particularly areas connected to MRT and BTS lines. Additionally, oil price in 2011 has tendency to climb up and consumers’ behavior has changed to live in a condominium, while commercial banks are competing in housing loan market. These facts substantially support the market growth.

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Long Ya rd G Rhythmarden

Sky Kitchen Rhythm

obby Sunken L m h t y Rh

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Doub

le Acc ess RhythBathroom m


Thai Style Kitchen Baan Klang Muang S-Sense

Workin Baan Klang Mg Area uang S-Sense

Doubl Baan Klang e Storage Muang S-Se nse

drooms Variety of Beang S-Sense u M Baan Klang

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Innovation Makes the Future Visible


Company Background Property development business Asian Property Development Public Company Limited (“the Company”) conducts a property developing business in the heart of Bangkok and its vicinity areas; namely, “Baan Klang Krung”, “Baan Klang Muang”, “The City”, “The Address”, “Life”, “Rhythm”, “Biztown”, and “The Centro” which are represented by . This year the Company has expanded its business and launched 2 new brands; i.e., “The Palazzo” and “Aspire”. Our products are townhouse, home office, single detached house and condominium in which the Company develops from newly-bought lands mainly. The Company and its 8 subsidiaries aim to build quality and satisfaction into our projects in central business district and residential area where close to public transportation for our target customers in the price range of Baht 1.4 – 20 million. Each project is determined to serve customers by type and price range under various brands as shown in below table. Brand Baan Klang Krung Baan Klang Muang BIZTOWN The Palazzo The City The Centro THE ADDRESS Rhythm Life Aspire

Type Townhouse, SDH Townhouse Home Office SDH SDH SDH Condominium Condominium Condominium Condominium

Price range Baht 8 million+ Baht 3.3-5.5 million Baht 7-12 million Baht 10-20 million Baht 7-10 million Baht 5-8 million Baht 5-15 million Baht 3-7 million Baht 2.6-5 million Baht 1.4-2.5 million

Target clients 35-50 years old 28-40 years old 35-50 years old 35-55 years old 35-55 years old 30-45 years old 30-55 years old 25-45 years old 25-45 years old 23-35 years old

Our 2 subsidiaries were additionally set up to provide services in property management; Smart Service and Management Co., Ltd, and property brokerage; Bangkok CitiSmart Co., Ltd.

Other businesses • SQE Construction Co., Ltd. engages in construction business in which The Value Property Development Co., Ltd. one of the Company’s subsidiaries, holds 99.99% shares. • Prebuilt Plc. engages in construction business for residential, office and factory buildings as well as supplement to the existing building and interior decoration. Prebuilt Plc. acts as a main contractor, dealing directly with the projects’ owners. The Company holds 19.96% shares in Prebuilt Plc.

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Annual Report 2010

Asian Property Development Plc.

Structure Asian Property Development Plc.

Property Development

Property Management

Property Broker

Asian Property (Krungthep) Co., Ltd.

Smart Service Management Co.,Ltd.

Bangkok CitiSmart Co., Ltd.

99.99%

99.99%

99.99%

Asian Property (Sukhumvit) Co., Ltd.

99.99%

Asian Property Co., Ltd.*

99.99%

Thonglor Residence Co., Ltd.

Signature Advisory Partners Co., Ltd.

The Value Property Development Co., Ltd.

SQE Construction Co., Ltd.

99.99%

99.99%

99.99%

99.99%

AP (Sathon) Co., Ltd.

99.99%

AP (Ratchada) Co., Ltd.

99.99%

*Asian Property Co., Ltd. is an amalgamating company by the former Asian Property Co., Ltd., Asian Property Holding Co., Ltd., Asian Property (Ratchavipa) Co., Ltd., Asian Property (Sathorn) Co., Ltd., Asian Property (Ladphroa) Co., Ltd. and Trillion Development Co., Ltd.

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Shareholding and Management Structure As of 31 December 2010, the Company’s registered capital amounted to Baht 2,383,289,729, consisted of 2,383,289,729 ordinary shares with par value of one Baht per share. The paid-up capital is Baht 2,343,332,866 consisted of 2,343,332,866 ordinary shares with par value of one Baht per share. Top ten largest shareholders of the Company as of 30 December 2010 Shareholder’s name No. of shares % of total paid-up shares 1 Mr. Anuphong Assavabhokhin 553,823,910 23.63 2 Thai NVDR Co.,Ltd. 260,701,347 11.13 1 3 Mr. Pichet Vipavasuphakorn 241,309,000 10.30 4 HSBC (Singapore) Nominees Pte Ltd. 132,103,700 5.64 5 Nortrust Nominees Ltd. 91,391,303 3.90 6 The Bank of New York (Nominees) Limited 44,268,341 1.89 7 Mr. Chanchai Krairittichai 40,569,270 1.73 8 TFB for MFC-Thai Fund Investment Plan 39,134,000 1.67 9 Somers (U.K.) Limited 39,036,200 1.67 10 American International Assurance Company Limited-APEX 35,000,000 1.49 Total 1,477,337,071 63.05 1 Mr. Pichet Vipavasuphakorn and spouse

Dividend payout policy

The Company conducts dividend payout policy of no more than 50% of net profit in any financial year. The Company will consider various factors to determine the dividend; for example, operation result and financial status, liquidity, business expansion prospect, and other factors related to the Company’s operation. The dividend payment must be approved by the Company’s board of directors and shareholders. For the year 2007, 2008, 2009 and 2010, the Company paid dividend at 39.3%, 38.9%, 35.6% and 40% of net profit of the financial year 2006, 2007, 2008, and 2009 respectively. For the dividend payout policy of subsidiaries, the subsidiaries consider their dividends from net profit. The subsidiaries consider various factors to determine the dividend; for example, operation result and financial status, liquidity, business expansion prospect, and other factors related to the subsidiaries’ operation, similar to how the Company considers its dividend payment.

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Annual Report 2010

Asian Property Development Plc.

AP Organization chart

Shareholders Audit Committee Corporate Governance Committee

Board of Directors

Nomination and Remuneration Committee

Corporate Secretary Chief Executive Officer Business Liaison Managing Director Quality Assurance

Business Units

Strategic Marketing

Commercial Service

Operation Excellence

Finance & Accounting

People Excellence

Business Technology Integration

Risk Management

Chief Business Unit 1

Deputy Chief Marketing Officer

Deputy Chief Commercial Officer

Chief Operation Officer

Chief Financial Officer

Deputy Chief People Officer

Deputy Chief IT Officer

Chief Risk Officer

Deputy Chief Business Unit 2

Deputy Chief Financial Officer

Deputy Chief Business Unit 3 Chief Business Unit 4

Mission

To be the dynamic creator who provides quality in living satisfaction

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Board of the Company As of 31 December 2010, the Board of Directors consists of 13 directors, qualified under Article 68 of Public Company Act B.E. 1992 and Stock Exchange Commission’s relevant notifications. Amongst 13 directors, there consists of 6 independent directors. Additionally, there is 1 board secretary. The list of members of the Board of directors and positions are as followed; Position

Name 1 Mr.Chatchaval Bhanalaph 2 Mr.Anuphong Assavabhokhin 3 Mr.Pichet Vipavasuphakorn 4 Mr.Chaiyarat Thampeera 5 Mr.Siripong Sombutsiri 6 Mr.Wason Naruenatpaisan 7 Ms.Kittiya Pongpujaneekul 8 Mr.Visanu Suchatlampong 9 Mr.Pornwut Sarasin 10 Mr.Shaw Sinhaseni 11 Mr.Phanporn Dabbarangsi 12 Mr.Kosol Suriyaporn 13 Mr.Nontachit Tulayanonda 14 Mr.Vilas Pilakasiri

Chairman/Independent director Vice Chairman and Chief Executive Officer Director and Managing Director Director Director Director Director Director Independent director Independent director Director and Chairman of Audit Committee / Independent Director Director and Member of Audit Committee / Independent Director Director and Member of Audit Committee / Independent Director Board Secretary

There are 6 board members representing company’s managements, namely: Name

1 2 3 4 5 6

Mr.Anuphong Assavabhokhin Mr.Pichet Vipavasuphakorn Mr.Siripong Sombutsiri Mr.Wason Naruenatpaisan Ms.Kittiya Pongpujaneekul Mr.Visanu Suchatlampong

Position Vice Chairman and Chief Executive Officer Director and Managing Director Director and Executive Director Director and Chief Operation Officer Director and Chief Financial Officer Director and Chief Business Unit 1 Officer

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Annual Report 2010

Asian Property Development Plc.

There is 1 board member representing related companies, namely: Name

Position

1 Mr.Chaiyarat Thampeera There are 6 authorized signatory directors, namely:

Director

Mr.Anuphong Assavabhokhin Mr. Pichet Vipavasuphakorn Mr. Wason Naruenatpaisan Mr. Visanu Suchartlumpong One director signs and affixes the Company’s seal

Mr. Siripong Sombutsiri Ms. Kittiya Pongpujaneekul

Scope of responsibilities of the board of directors 1 Act in compliance with the Company’s objectives, regulations, and shareholders’ resolutions. 2 Must not engage in the business of the same nature as the Company that might compete with the Company. Must not be a partner in the partnership, unlimited-liability partner in limited partnership, or director of another company limited or public company limited that engages in the business of the same nature as the Company that may compete with the Company, unless informing to the shareholders’ meeting prior to the appointment. 3 Must promptly inform the Company of any conflict of interest, direct or indirect, arisen from any contract made with the Company, or any increase or reduction in holding of the Company’s or subsidiaries’ shares or debentures. 4 Must meet at least once every 3 months. 5 Must arrange general ordinary shareholders’ meeting within 4 months after the end of Company’s fiscal year. 6 Must prepare the balance sheet and income statement as at the end of fiscal year and propose them to the shareholders at the annual general shareholders’ meeting. 7 Consider approval for any business transaction with major shareholders, directors, managements, or anyone who may have conflicts of interest with the Company, or any persons related to the aforementioned persons. Moreover, the board of directors has responsibilities in setting the policy and approving normal business conducts on important issues that may affect the Company’s operation without authorizing the chief executive officer or the managing director, such as buying land for development or obtaining new loan. The board of directors will pass on the issues to the chief executive officer and the managing director for further process according to the Company’s policy. Directors who represent the Company’s exective management and/or managing director and/ or chief exective officeer can be director of no more than 5 company groups where conducting a business that has no conflict of interest with the Company (the definition of “company group” is the group of company that is more than 50% held by similar group of shareholders, directly or indirectly). For the non-executive dirdctiors, it depends on their personal consideration.

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Board meeting The board of directors meeting is held monthly and called up upon neecessity as extra meeting. The agenda are provided in advance and contain an agenda to follow up operation issues from previous meetings. The meeting notice and minutes of the previous meeting are sent to the board members at least 7 days prior to the meeting allowing the board members to carefully consider the matters prior to the meeting. Each meeting is recorded, and the minutes are approved by the board of directors in the next meeting. Moreover, if the independent directors deem appropriate that it is necessary to hold a special meeting for the independent directors on particular issues, the independent directors can arrange such meeting. In that case, the Corporate Secretary is designated to arrange such meeting promptly. The Company encourages the directors to freely review any of the Company’s operation at any time and to acknowledge a legal procedure and conditions stated in the Company’s involved agreements. The board receives reports from the Company’s management regarding important issues of the Company. Additionally, the Company set up the corporate secretary function in order to monitor board committee and company to be compliance with the relevant law and regulations. In 2010, there were 14 board meetings. The details of the board participation are shown in the table of board of director’s participation. Name Position Participation (times) % 1 Mr.Chatchaval Bhanalaph Chairman/Independent director 14/14 100 2 Mr.Anuphong Assavabhokhin Vice Chairman and Chief Executive Officer 14/14 100 3 Mr.Pichet Vipavasuphakorn Director and Managing Director 14/14 100 4 Mr.Chaiyarat Thampeera Director 12/14 86 5 Mr.Siripong Sombutsiri Director 14/14 100 6 Mr.Wason Naruenatpaisan Director 14/14 100 1 9/10 90 7 Ms.Kittiya Pongpujaneekul Director 3/3 100 8 Ms.Visanu Suchartlumpong2 Director 9 Mr.Pornwut Sarasin Director / Independent Director 14/14 100 10 Mr.Shaw Sinhaseni Director / Independent Director 14/14 100 3 Director and Chairman of Audit Committee / 8/10 80 11 Mr.Phanporn Dabbarangsi Independent Director 12 Mr.Kosol Suriyaporn Director and Member of Audit Committee / 14/14 100 Independent Director 13 Mr.Nontachit Tulayanonda Director and Member of Audit Committee / 12/14 86 Independent Director Board Secretary 14/14 100 14 Mr.Vilas Pilakasiri2 Vice Chairman 3/3 100 15 Mr.Payont Sakdejyont1 3 2/2 100 16 Mr.Nontigorn Kanchanachitra Director and Chairman of Audit Committee / Independent Director 1 At the 2010 AGM, the shareholders appointed Ms. Kittiya Pongpujaneekul to be a Director replacing Mr. Payont Sakdejyont whose director term expired on 27 April 2010 and discontinued. 2 Mr. Vilas Pilakasiri resigned from the Board of Directors on 22 September 2010. His position was replaced by Mr. Visanu Suchartlumpong who was appointed in the Board of Directors’ meeting no. 11/2010, dated 22 September 2010. However, Mr. Vilas continues his position in the Company’s Board of Directors as a Board Secretary. 3 At the 2010 AGM, the shareholders appointed Mr. Phanporn Dabbarangsi to be a Director and Chairman of Audit Committee replacing Mr. Nontigorn Kanchanachitra who resigned on 1 March 2010.

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Annual Report 2010

Asian Property Development Plc.

Scope of Independent Directors’ duties Independent directors are resposible for inspection of executive team and protection of shareholders’ rights by supporting a positive policy or protest a negative policy which is against shareholders’ benefit. Independent directors are neither under the executive’s or major shareholders’ control, nor related to any decision making in company operating.

Independent directors’ qualifications

• Hold not more than 1% of all voting rights of the company, parent company, subsidiary company, affiliate company, major shareholder or controlling person unless such condition is terminated for at least 2 years. This is not applied to the independent director who was a civil servant or consultant to the government sector which hold company shares in majority or a controlling person. • Never be appointed as a director having a role in the company operation, employee, staff, consultant receiving fixed salary or controlling person of the company, parent company, subsidiary company, affiliate company, subsidiary company in the same share held level, major shareholder or the controlling person of the company unless such condition is terminated for at least 2 years. This is not applied to the independent director who was a civil servant or consultant of the government sector which hold company shares in majority or a controlling person. • Not related by blood or legal marriage to any parents, spouses, siblings, children, or spouses of children of members on the management team, major shareholders, candidates to the management team, or authorized persons to the Company or subsidiaries. • Never be related to the business of the company, parent company, subsidiary company, affiliate company, major shareholder or the controlling person in a way that may affect his/ her independency in discretion and never be a significant shareholder or a controlling person over the person who relates to the company, parent company, subsidiary company, affiliate company, major shareholder or the controlling person of the company, unless such condition is terminated for at least 2 years. • Never be an auditor to the company, parent company, subsidiary company, affiliate company, major shareholder or the controlling person of the company and not a significant shareholder, controlling person or partner of the audit company to the company, parent company, subsidiary company or where the major shareholder or the controlling person takes part in, unless such condition is terminated for at least 2 years. • Never render a professional service, including a legal and financial consultant which is paid for service more than Baht 2 millions by the company, parent company, subsidiary company, affiliate company, a major shareholder or a controlling person of the company and not being a significant shareholder, controlling person or partner of such service render company, unless such condition is terminated for at least 2 years. • Not appointed as a director to represent company directors, major shareholder or any shareholders related to a major shareholders. • Not belonging to any business or partnership that is similar to or competing with the Company or subsidiaries; or being an executive director, an employee, or a consultant that receives monthly salary; or holding more than 1% of shares that entitle to voting right in other companies that are in the same business or competing with the Company and subsidiaries. • No other condition that affect the independency of discretion on company management.

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Company Board consists of 6 directors qualified as Independent Directors which is more than one-third of the Company Board according to the Securities Exchange Commission’s regulation. All of the Audit Committee members are also qualified as Independent Directors. The Independent Directors are as followed; Name

Position

1 Mr.Chatchaval Bhanalaph

Chairman

2 Mr.Shaw Sinhaseni

Director

3 Mr.Pornwut Sarasin

Director

4 Mr.Phanporn Dabbarangsi

Director and Chairman of Audit Committee

5 Mr.Kosol Suriyaporn

Director and Audit Committee

6 Mr.Nontachit Tulayanonda

Director and Audit Committee

Sub-Committee

The Board of Directors appointed 3 sub-committees to assist the Board’s task, i.e., Audit Committee, Nomination and Remuneration Committee and Corporate Governance Committee. Each committee has their details and responsibilities as followed;

Audit committee

Audit committee members are qualified as independent directors according to SEC’s specification, consists of:

Name

Position

1 Mr.Phanporn Dabbarangsi

Chairman of Audit Committee

2 Mr.Kosol Suriyaporn

Member of Audit Committee

3 Mr.Nontachit Tulayanonda

Member of Audit Committee

Audit committee will consider and give comments on special agenda before presenting to the board of directors. The committee has the following responsibilities. 1 Verify that the Company’s financial statements are accurate and adequately disclosed. 2 Verify that the Company has appropriate and effective internal control and audit system. 3 Verify that the Company’s actions are in compliance with the Securities and Exchange Act, or other related law. 4 Select and propose appointments of the Company’s accounting auditors and propose their remuneration. 5 Determine the complete and accurate information disclosure in case of any connected transaction or any transaction that might cause conflict of interests. 6 Responsible for any issue appointed by the board of directors and agreed by the audit committee. 7 Prepare the audit committee report and disclose in the Company’s annual report, which must be signed by the chairman of audit committee.

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Annual Report 2010

Asian Property Development Plc.

Nomination and remuneration committee

consists of:

Position

Name

1 Mr.Shaw Sinhaseni 2 Mr.Anuphong Assavabhokhin 3 Mr.Nontachit Tulayanonda 4 Mr.Kosol Suriyaporn 5 Mr.Pichet Vipavasuphakorn

Chairman of the Committee Director Director Director Director

Nomination and remuneration committee has responsibility to select qualified person to be the Company’s directors in case of any vacancies. The committee is also responsible for determining remuneration of directors and executives. The Committee has the following responsibilities. 1 Determine policy, criteria, and remuneration of the directors, chief executive officer, and managing director. 2 Determine policy, criteria, and methods in selecting directors, including audit committee. The candidate for audit committee must be qualified as independent director according to the SEC’s regulations. 3 Determine qualification of independent director 4 Determine remuneration for directors, chief executive officer, and managing director. 5 Consider, select, and recruit director in the event of vacancies. 6 Propose the issue to the board meeting and shareholders’ meeting for the final approval. Directors and Executive Officers Nomination To nominate the Company Board Members, the Nomination and Remuneration Committee shall proceed the following steps; 1 Determining the nomination procedure for director qualified for company business and complied with the law. Nominated director can be considered from the former directors, professional director lists or existing director’s opinion; 2 Selecting the director whose qualification meets the Company’s requirement; 3 Inspecting the qualification of the nominated director, based on laws and regulations; 4 Inviting the nominated director to be in the nomination procedure to ensure his/her acceptance if selected; and 5 Nominating the name to Board of the Company to propose as an agenda in Shareholders’ meeting.

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The selection of the nominated director will be under consideration of the company shareholders during the shareholders’ meeting. However, if the director resigns during his/her term, the Board of the Company will be responsible for selecting the replacing director in the next Board of Directors’ meeting. This will not be applied if the term of the resigning director remains less than 2 months.

The Nomination and Remuneration Committee has classified the directors into 4 types; 1 Independent director whose qualifications meet the requirement of Securities and exchange commission, as stated above; 2 Director from the subsidiary company; the subsidiary company refers to the juristic person that the Company holds more than 50% of its shares, directly or indirectly. 3. Director from the related company; the related company refers to the juristic person that the Company holds less than 50% stake in the company, directly or indirectly including the juristic person defined as the juristic person in the section 258(3) to (7) of Securities and Stock Exchange Act B.E. 2535. 4 Executive director refers to the Company’s permanent employee who manages the Company with distinct role and responsibilities in the Company

Corporate governance committee

The board of directors determines the corporate governance policy as the guideline for the company’s operation. To ensure that the policy is followed and up-to-date, the board of directors appoints the corporate governance committee to carry out the aforementioned tasks. The Company’s corporate governance committee consists of:

Name

Position

1 Mr.Kosol Suriyaporn 2 Mr.Pichet Vipavasuphakorn 3 Ms.Kittiya Pongpujaneekul 4 Mr.Opas Ruangrajitpakorn 5 Mr.Pumipat Sinacharoen 6 Mr.Vilas Pilakasiri

Chairman of the Committee Director Director Director Director Director

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Annual Report 2010

Asian Property Development Plc.

Management According to the Public Company Limited Act B.E. 2535 and according to the relevant announcements of Securities Exchange Commission and Stock Exchange of Thailand, the Company’s management consists of the following;

Name

1 Mr.Anuphong Assavabhokhin 2 Mr.Pichet Vipavasuphakorn 3 Mr.Siripong Sombutsiri 4 Mr.Wason Naruenatpaisan 5 Ms.Kittiya Pongpujaneekul 6 Mr.Visanu Suchatlampong 7 Mr.Opas Ruangrajitpakorn 8 Mrs.Supalak Chanpitak 9. Mr.Piyawat Suephaisal 10 Mr.Pumipat Sinacharoen 11 Mr.Marote Vananan 12 Mr.Somchai Wattanasaowapak 13 Mr.Vittakarn Chandavimol 14 Mr.Suchart Otaivites, PhD. 15 Mr. Pamorn Prasertsan1 16 Mr.Boonlert Ratintorn2

Position

Chief Executive Officer Managing Director Executive Director Chief Operation Officer Chief Financial Officer Chief Business Officer Unit 1 Chief Risk Officer Chief Business Officer Unit 4 Executive Vice President, Business Liaison Department Deputy Chief Financial Officer Deputy Chief Commercial Officer Deputy Chief IT Officer Deputy Chief Strategic Marketing Officer Deputy Chief People Officer Deputy Chief Business Officer Unit 2 Deputy Chief Business Officer Unit 3

1 The Company reported Mr. Pamorn Prasertsan to SEC’s Directors and Management Profile System on 1 February 2011. 2 The Company reported Mr. Boonlert Ratintorn to SEC’s Directors and Management Profile System on 1 February 2011.

Duties of managing director

Managing director is appointed by the board of directors with the following responsibilities: 1 Managing the normal operation of the Company. 2 Considering investment opportunities and propose them to the board of directors for con sideration. 3 Preparing annual budget to present to the board of directors for consideration. 4 Performing other issues as appointed by the board of directors.

However, approvals must not allow the delegated person to be able to approve the transaction that might create conflict of interest with the Company or subsidiaries, unless the transactions are normal business transactions with clear scope of responsibilities.

44


Director and management remuneration 1 Monetary remuneration The Company determines director’s remuneration clearly and appropriately according to the appointed roles and responsibilities. The remuneration has been approved by the shareholders’ meeting. The Company appropriately determines management’s remuneration according to their roles, responsibilities, and performance. (a) Director’s remuneration in terms of meeting allowance and gratuity for the year ended 31 December 2009 and 31 December 2010 2009 2010 Type Position Partici- Gratuity Remunera Partici- Gratuity Remunera Name of Director pation (Baht) -tion pation (Baht) -tion (%) (Baht) (%) (Baht) Mr.Chatchaval Bhanalaph Independent Director Chairman of the Board 85 255,500 570,000 100 292,300 600,000 Vice Chairman / Mr.Anuphong Assavabhokhin Executive Director 100 255,500 none 100 292,300 none Chief Executive Officer Director / Managing Mr.Pichet Vipavasuphakorn Executive Director 100 255,500 none 100 292,300 none Director Director from related Mr.Chaiyarat Thampeera Director 92 255,500 none 86 292,300 none company Mr.Siripong Sombutsiri Executive Director Director / Executive Director 85 255,500 90,000 100 292,300 none Director / Executive Director Mr.Wason Naruenatpaisan1 Chief Operation Officer 100 - none 100 48,700 none Director / Ms.Kittiya Pongpujaneekul 2 Executive Director Chief Financial Officer - - - 90 - none Director / Chief Business Executive Director - - - 100 - none Mr.Visanu Suchartlumpong 3 Unit 1 Officer Mr.Pornwut Sarasin 4 Independent Director Director - - 56,000 100 24,400 420,000 Mr.Shaw Sinhaseni Independent Director Director 85 255,500 405,000 100 292,300 420,000 Director and Chairman of Independent Director - - - 80 - 360,000 Mr.Phanporn Dabbarangsi 5 Audit committee Director and Member of Mr.Kosol Suriyaporn Independent Director 100 255,500 405,000 100 292,300 420,000 Audit committee Director and Member of Mr.Nontachit Tulayanonda Independent Director 100 255,500 405,000 86 292,300 420,000 Audit committee Director from Mr.Vilas Pilakasiri 3 Board Secretary 100 255,500 none 100 292,300 none related company Director / Deputy Mr.Jaroonsak Buntoonginda1 Executive Director 100 255,500 none - 243,600 Managing Director Director from Mr.Pong Sarasin4 Director 62 255,500 349,000 - 268,000 related company Director from Mr.Payont Sakdejyont 2 Vice Chairman 100 255,500 405,000 100 292,300 140,000 related company Director and Chairman of Independent Director 75 none 475,000 100 292,300 90,000 Mr.Nontigorn Kanchanachitra 5 Audit committee Director and Chairman of Dr. Naris Chaiyasoot 6 Independent Director - 234,200 none - - Audit committee Total 3,300,200 3,160,000 3,800,000 2,870,000 Total number of meetings 13 times 14 times

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Annual Report 2010

Asian Property Development Plc.

1 Mr.Jaroonsak Buntoonginda resigned from the Director and Vice President on 1 October 2009. The Company’s Board of Director; therefore, appointed Mr. Wason Naruenatpaisan to replace as the Director in the BoD’s meeting no. 11/2009, dated 27 September 2009. 2 Mr.Payont Sakdejyont completed his directorship term on 27 April 2010 and discontinued; the shareholders appointed Ms. Kittiya Pongpujaneekul to replace as the Director in the AGM 2010. 3 Mr. Vilas Pilakasiri resigned from the Director on 22 September 2010. The Company’s Board of Director; therefore, appointed Mr. Visanu Suchartlumpong to replace as the Director in the BOD’s meeting no. 11/2010, dated 22 September 2010. However, Mr. Vilas remains his position as the Board Secretary. 4 Mr. Pong Sarasin resigned from the Director on 12 November 2009. The Company’s Board of Director; therefore, appointed Mr. Pornwut Sarasin, to replace as the Director in the Board of Directors’ meeting no. 13/2009, dated 12 November 2009. 5 Mr. Nontigorn Kanchanachitra resigned from the Director and the Chairman of the Audit Committee on 1 March 2010; the shareholders appointed Mr. Phanporn Dabbarangsi to replace as the Director and the Chairman of the Audit Committee in the AGM 2010. 6 Dr.Naris Chaiyasoot resigned from the Director and the Chairman of the Audit Committee on 4 November 2008. The Company’s Board of Director; therefore, appointed Mr. Nontigorn Kanchanachitra, to replace as the Director and the Chairman of the Audit Committee on 21 January 2009. The Company registered with Ministry of Commerce on 30 January 2009.

(b) Executive director and management’s remuneration Total remuneration for 14 executive directors and managements in 2010 in terms of salary and bonus was Baht 79.63 million. 2. Other remunerations The Company and employees are members of a registered provident fund that requires employees to contribute 3, 5, 6 or 8% of their salary and the Company to match the same rate of contribution. The registered fund is managed by licensed fund manager according to the Provident Fund Act B.E. 2542. In July 2010, the Company adjusted this scheme to Master Pooled Fund in which various types of investment are offered to better match fund members’ needs. The Company increases investment choices from 1 policy to 3 policies and clarify the purpose and risk of each investment scheme to all members.

46


Details of Board of Directors and Management Name / Position Age Education Shares Relation Experiences Held as ship during the last 5 years of between 30/12/2010 Manage Period Position (%) ment

Company

Type of Business

Mr. Chatchaval 66 - M.Sc., Forthays Kansas State 0.00 - 2004-Present Chairman of Board Asian Property Development Plc. Property Development Construction Bhanalaph College, U.S.A. 2004-Present Chairman of Board Pre Built Plc. and Chairman of Audit - B.A. Chulalongkorn University Committee Factoring - Director Accreditation 1997-Present Chairman of Board Dhanamitr Factoring Co., Ltd. Program 11/2004 and Chairman of Audit Committee Safety Insurance Plc. Insurance - Audit Committee 1994-Present Director Program 9/2005 - The Role of the Chairman 12/2005 - Director Certification Program 88/2007 Asian Property Co., Ltd. Property Development Mr. Anuphong 48 - M.B.A. 23.63 - 2010-Present Director Thonglor Residence Co., Ltd. Property Development Assavabhokin Wayne State University, 2009-Present Director AP (Sathon) Co., Ltd. Property Development (Vice Chairman, Detroit, Michigan U.S.A. 2007-Present Director AP (Ratchada) Co., Ltd. Property Development Chief Executive 2007-Present Director Asian Property (Sukhumvit) Co., Ltd. Property Development Officer and - Bachelor of Engineering 2007-Present Director The Value Property Development Co., Ltd. Property Development Authorized (Industrial) Chulalongkorn 2005-Present Director Signature Advisory Partners Co., Ltd. Property Development Signatory University 2004-Present Director Asian Property (Krungthep) Co., Ltd. Property Development Director) 2003-Present Director - Director Accreditation 2000-Present Vice Chairman and Asian Property Development Plc. Property Development Program 30/2004 Chief Executive Officer Smart Service and Management Co., Ltd. Property Management 1996-Present Director Pathumwan Asset Co., Ltd. Property Development 1994-Present Director Boonchai Holding Co., Ltd. Property Development 1991-2005 Director Asian Property Co., Ltd. Property Development 1994-2010 Director Asian Property Holding Co., Ltd. Asset Management 1996-2010 Director Asian Property (Ladphrao) Co., Ltd. Property Development 2002-2010 Director Pre Built Co., Ltd. Construction 2004-2007 Director Asian Property (Ratchavipa) Co., Ltd. Property Development 2004-2010 Director Trillion Development Co., Ltd. Property Development 2004-2010 Director Asian Property (Sathorn) Co., Ltd. Property Development 2007-2010 Director

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Annual Report 2010

Asian Property Development Plc.

Name / Position Age Education Shares Relation Experiences Held as ship during the last 5 years of between 30/12/2010 Manage Period Position (%) ment

Company

Type of Business

Mr. Pichet 53 - Bachelor of Business 10.30 - 2010-Present Director Asian Property Co., Ltd. Property Development Vipavasuphakorn Administration (Hon), 2007-Present Director AP (Sathon) Co., Ltd. Property Development (Director, Managing Ramkhamhaeng University 2007-Present Director AP (Ratchada) Co., Ltd. Property Development Director and 2007-Present Director Asian Property (Sukhumvit) Co., Ltd. Property Development Authorized - Director Accreditation 2004-Present Director Signature Advisory Partners Co., Ltd. Property Development Signatory Program 30/2004 2003-Present Director Asian Property (Krungthep) Co., Ltd. Property Development Director) 2002-Present Director The Value Property Development Co., Ltd. Property Development 2002-Present Director Asian Property (Thailand) Co., Ltd. Property Development 2002-Present Director Thonglor Residence Co., Ltd. Property Development 2000-Present Director and Asian Property Development Plc. Property Development Managing Director 1996-Present Director Smart Service and Management Co., Ltd. Property Management 1994-Present Director Pathumwan Asset Co., Ltd. Property Management 1993-2010 Director Asian Property Co., Ltd. Property Management 2001-2010 Director Asian Property Holding Co., Ltd. Asset Management 2002-2010 Director Asian Property (Ladphrao) Co., Ltd. Property Management 2004-2010 Director Trillion Development Co., Ltd. Property Management 2004-2010 Director Asian Property (Ratchavipa) Co., Ltd. Property Management 2007-2010 Director Asian Property (Sathorn) Co., Ltd. Property Management Built Land Co., Ltd. Property Management Mr. Chaiyarat 54 - M.B.A. 0.00 - 2009-Present Director Thampeera Angelo State University, 2007-Present Director CR Asset Co., Ltd. Property Management (Director) Texas, U.S.A. 2004-Present Vice Chairman Pre Built Co., Ltd. Construction and Chief - Bachelor of Law, Executive Officer Chulalongkorn University 2004-Present Director Signature Advisory Partners Co., Ltd. Property Management 2004-Present Director Peeranont Co., Ltd. Property Management - Bachelor of Business 2003-Present Director Asian Property (Krungthep) Co., Ltd. Property Management Administration , 2001-Present Director Siam Retail Development Co., Ltd. Real estate sales & leasing Ramkhamhaeng University 2001-Present Director Square Ritz Plaza Co., Ltd Real estate sales & leasing 2000-Present Director Asian Property Development Plc. Property Development - National Defence College 2000-Present Director and PCM Construction Material Co., Ltd. Manufacturing and Chief Executive Distributing - Finance for Non-Finance Officer construction Director 8/2004 1994-Present Director Pathumwan Asset Co., Ltd. Property Development 1993-2010 Director Asian Property Co., Ltd. Property Development - Director Accreditation 1993-2006 Executive Director Asian Cuisine Co., Ltd. Restaurant Program 45/2005 1999-2006 Managing Director Siam Sinthorn Co., Ltd. Property Leasing and Management - Role of the Chairman 2001-2010 Director Asian Property Holding Co., Ltd. Asset Management Program 16/2007 2001-2010 Director Quality Construction Products Plc. Manufacturing and Distributing Construction Material 2002-2010 Director Asian Property (Ladphrao) Co., Ltd. Property Development 2002-2006 Director Smart Service and Management Co., Ltd. Property Management 2004-2010 Director Trillion Development Co., Ltd. Property Development 2004-2010 Director Asian Property (Ratchavipa) Co., Ltd. Property Development 2004-2010 Director Q-CON Eastern Co., Ltd. Manufacturing and Distributing Construction Material

48


Name / Position Age Education Shares Relation Experiences Held as ship during the last 5 years of between 30/12/2010 Manage Period Position (%) ment Mr. Siripong 55 - M.B.A. 0.00 - 2010-Present Sombutsiri Sul Ross University, U.S.A. 2010-Present (Director, Executive 2009-Present Director and - Director Accreditation 2009-Present Authorized Signatory Program 2/2003 2009-Present Director) 2009-Present 2009-Present 2209-Present 2004-Present 2002-Present 2001-2006 2002-2006 2003-2006 2005-2006 2007-2008 2009-2010 2009-2010 2009-2010 2009-2010 2009-2010 2009-2010

Company

Director SQE Construction Co., Ltd. Director Asian Property Co., Ltd. Executive Director Asian Property Development Co., Ltd. Director The Value Property Development Co., Ltd. Director Asian Property (Sukhumvit) Co., Ltd. Director Asian Property (Krungthep) Co., Ltd. Director Thonglor Residence Co., Ltd. Director Signature Advisory Partners Co., Ltd. Director and Bangkok Chain Hospital Plc. Audit Committee Director Director Asian Property Development Plc. Director and Advisory Services Co., Ltd. Managing Director Director Muang Thai Insurance Co., Ltd Director Siam Chai Sri Co., Ltd. Director Phuket Square Plc. Executive TMB Bank Public Company Limited Vice President Director Asian Property (Ratchavipa) Co., Ltd. Director Asian Property Holding Co., Ltd. Director Asian Property Co., Ltd. Director Asian Property (Ladphrao) Co., Ltd. Director Trillion Development Director Asian Property (Sathorn) Co., Ltd.

Type of Business

Construction Property Development Property Development Property Development Property Development Property Development Property Development Property Development Hospital Property Development Financial Advisory Insurance Financial Advisory Property Development Banking Property Development Asset Management Property Development Property Development Property Development Property Development

Mr. Wason 46 - M.B.A., Burapha University 0.00 - 2010-Present Director SQE Construction Co., Ltd. Construction Naruenatpaisan 2010-Present Director Asian Property Co., Ltd. Property Development (Director, Chief - B.B.A. Bangkok University 2009-Present Director and Chief Asian Property Development Plc. Property Development Operation Officer Operation Officer and Authorized - Director Accreditation 2009-Present Director Asian Property (Sukhumvit) Property Development Signatory Director) Program 81/2009 2005-Present Director Capital and Property Management Co., Ltd. Asset Management 2005-Present Director The Value Property Development Co., Ltd. Property Development 2005-Present Director Smart Service and Management Co., Ltd. Property Development 2005-Present Director Bangkok CitiSmart Co., Ltd. Broker for Property Sale & Rent 2005-Present Director Thonglor Residence Co., Ltd. Property Development 2005-Present Director Asian Property (Krungthep) Co., Ltd. Property Development 2005-Present Director Signature Advisory Partners Co., Ltd. Property Development 1994-Present Director Pathumwan Asset Co., Ltd. Property Development 2000-2009 Chief People Asian Property Development Plc. Property Development Officer and Chief Operation Officer (Acting) 2005-2010 Director Trillion Development Co., Ltd. Property Development 2005-2010 Director Asian Property Holding Co., Ltd. Asset Management 2005-2010 Director Asian Property (Ladphroa) Co., Ltd. Property Development 2005-2010 Director Asian Property Co., Ltd. Property Development 2007-2010 Director Asian Property (Sathorn) Co., Ltd. Property Development 2009-2010 Director Asian Property (Ratchavipa) Co., Ltd. Property Development

49


Annual Report 2010

Asian Property Development Plc.

Name / Position Age Education Shares Relation Experiences Held as ship during the last 5 years of between 30/12/2010 Manage Period Position (%) ment

Company

Type of Business

Ms. Kittiya 46 - Ms. In Accounting 0.04 - 2010-Present Director SQE Construction Co., Ltd. Construction Asian Property Co., Ltd. Property Development Pongpujaneekul Chulalongkorn University 2010-Present Director (Director, Chief 2010-Present Director Asian Property Development Plc. Property Development Financial Officer and - Director Acceditation 2009-Present Director Signature Advisory Partners Co., Ltd. Property Development Authurized Signatory Progarm 84/2010 2009-Present Director Asian Property (Krungthep) Co., Ltd. Property Development Director) 2009-Present Director Asian Property (Sukhumvit) Co., Ltd. Property Development 2009-Present Director Thonglor Residence Co., Ltd. Property Development 2009-Present Director The Value Property Development Co., Ltd. Property Development 2005-Present Director Capital and Property Management Co., Ltd. Asset Management 2001-Present Chief Financial Asian Property Development Plc. Property Development Director 1996-Present Director and Smart Service and Management Co., Ltd. Property Management Executive Vice President, Accounting Property Development 2009-2010 Director Trillion Development Co., Ltd. 2009-2010 Director Asian Property (Ratchavipa) Co., Ltd. Property Development 2009-2010 Director Asian Property Holding Co., Ltd. Asset Management 2009-2010 Director Asian Property (Ladphroa) Co., Ltd. Property Development 2009-2010 Director Asian Property (Sathorn) Co., Ltd. Property Development 2009-2010 Director Asian Property Co., Ltd. Property Development Mr. Visanu 48 - M.B.A., Thammasat 0.01 - 2010-Present Director Asian Property Development Plc. Suchartlumpong University 2010-Present Director SQE Construction Co., Ltd. (Director, Chief 2010-Present Director Asian Property Co., Ltd. Business Unit 1, - Bachelor of Civil 2009-Present Director Asian Property (Sukhumvit) Co., Ltd. Authorized Signatory Engineering, 2009-Present Chief Business Asian Property Development Plc. Director) Chieng Mai University Unit 1 Smart Service and Management Co., Ltd. 2005-Present Director - Director Accreditation 2005-Present Director Bangkok CitiSmart Co., Ltd. Progarm 87/2010 Thonglor Residence Co., Ltd. 2005-Present Director 2005-Present Director The Value Property Development Co., Ltd. 2005-Present Director Asian Property (Krungthep) Co., Ltd. 2005-Present Director Signature Advisory Partners Co., Ltd. 2005-2009 Chief Asian Property Development Plc. Marketing Officer 2005-2010 Director Trillion Development Co., Ltd. 2005-2010 Director Asian Property Holding Co., Ltd. 2005-2010 Director Asian Property Co., Ltd. 2005-2010 Director Asian Property (Ladphroa) Co., Ltd. 2007-2010 Director Asian Property (Sathorn) Co., Ltd. 2009-2010 Director Asian Property (Ratchavipa) Co., Ltd.

50

Property Development Construction Property Development Property Development Property Development Property Management Broker for Property Sale & Rent Property Development Property Development Property Development Property Development Property Development Property Development Asset Development Property Development Property Development Property Development Property Development


Name / Position Age Education Shares Relation Experiences Held as ship during the last 5 years of between 30/12/2010 Manage Period Position (%) ment

Company

Type of Business

Mr. Pornwut Sarasin 51 - M.B.A. 0.00 - 2009-Present Director Asian Property Development Plc. (Director) Pepperdine University, 1999-Present Vice Chairman Thai Pure Drinks Ltd. California, U.S.A. Present Director and Charoong Thai Wire & Cable Plc. Chairman of - B.B.A. Audit Committee Boston University, U.S.A. Present Director Denso (Thailand) Co., Ltd. - Directors Accreditation Program 45/2005 Present Director Honda Automobile (Thailand) Co., Ltd. Present Director Isuzu Engine Manufacturing (Thailand) Ltd. Present Director Isuzu Motor (Thailand) Ltd. Present Director Thai Asia Pacific Brewery Co., Ltd. Present Director Thai Bridgestone Co., Ltd. Present Director Thai-MC Co., Ltd. Present Director Tri Petch Isuzu Sales Co., Ltd. Present Director Thai Auto Sale Co., Ltd. Present Director Thai International Die Making Co., Ltd. Present Director Mikuni (Thailand) Co., Ltd. 2010 Director Nava Leasing Plc.

Property Development Beverage Electric, Cables and Telecommunication cable manufacture Advance Automotive Technology, System and Components Car manufacture Diesel Engine and Components Manufacture Truck Manufacture and Component Sales Brewer and Distributor of Beer Tire Manufacture Raw Material and Components For Electric and Electronic Appliances Purchasing Automotive Sales and Service Automotive Sale and Leasing Automotive Components and Die Manufacture Automotive Components Manufacture Automotive and Machine Leasing

Mr. Shaw Singhaseni 57 - M.B.A. 0.00 - 2006-Present Director and The Royal Ceramic Industry Plc. (Director) (Management) Audit University of San Francisco, Committee U.S.A. 2001-Present Director Asian Property Development Plc. 2001-2005 Director Thai Insurance Plc. - Director Accreditation 2001-2005 Director Home Product Center Plc. Program 36/2005

Manufacturer, Importer and Distributor of Floor Tiles and Wall Tiles Property Development Insurance Distributing Construction Materials

Mr. Phanporn 60 - Master of Business 0.00 - 2010-Present Director and Asian Property Development Plc. Dabbarangsi Administration (Finance), Chairman of (Director and Michigan State University, Audit Committee Chairman of Michigan, U.S.A. 2001-Present Senior Executive Siam Commercial New York Life Audit Committee) Vice President Insurance Plc. - Bachelor of Accountancy (Finance and Banking) Chulalongkorn University - Director Accreditation Program 84/2010

Property Development

Mr. Kosol Suriyaporn 47 - Bachelor of Law 0.00 - 2001-Present Lawyer Price Sanond Prabhas&Wynne Ltd. (Director and Chulalongkorn University 2000-Present Director and Asian Property Development Plc. Audit Committee) Audit Committee - Barrister at Law - Audit Committee Program 1/2004

Legal Consultant Property Development

Insurance

51


Annual Report 2010

Asian Property Development Plc.

Name / Position Age Education Shares Relation Experiences Held as ship during the last 5 years of between 30/12/2010 Manage Period Position (%) ment Mr. Nontachit 52 - M.A at Tarleton State 0.00 - 2010-Present Tulayanonda University, Texas U.S.A (Director and Audit Committee) - Audit Committee Program 1/2004 2005-Present 2000-Present 2005-2009 2003-2005 Mr. Opas 50 - M.B.A. Kasetsart 0.05 - 2009-Present Ruangrajitpakorn University 2005-Present (Chief Risk Officer) 1994-2009 - Bachelor of Economics, Thammasat University 1995-2008 2001-2008 2005

Company

Type of Business

First Executive Land and House Retail Bank Bank Vice President, Risk Management Group Director and Muang Mai Guttry Latex Transmutation Audit Committee Director and Asian Property Development Plc. Property Development Audit Committee First Executive Land and House Retail Bank Bank Vice President, Lending Group Executive Book Club Finance Plc. Finance Company Vice President, Lending Group Chief Risk Officer Asian Property Development Plc. Property Development Director Smart Service and Management Co., Ltd. Property Development Chief Financial Asian Property Co., Ltd. Property Management Officer Director Pre Built Plc. Construction Executive Vice Asian Property Development Plc. Property Management President, Finance Director Capital and Property Management Co., Ltd. Asset Management

Mrs. Supalak 51 - Bachelor of Architecture 0.01 - 2010-Present Director SQE Construction Co., Ltd. Construction Chanpitak Chulalongkorn University 2010-Present Chief Business Asian Property Development Plc. Property Development (Chief Business Unit 4 Unit 4) - M.B.A. 2005-2010 Executive Vice Pruksa Real Estate Plc. Property Development Thammasat University President Mr. Piyawat 51 - Bachelor of Business 0.02 - 2001-Present Executive Vice Asian Property Development Plc. Property Development Suephaisal Administration, Ramkhamhaeng President (Executive University Business Affair Vice President Liaison Department Business Affair 1994-2010 Executive Vice Asian Property Co., Ltd. Property Development Liaison Dep.) President, Sales 2004-2005 Director Trillion Development Co., Ltd. Property Development Mr. Pumipat 40 - M.B.A., The American 0.02 - 2010-Present Director SQE Construction Co., Ltd. Construction Sinacharoen Graduate School 2010-Present Director Asian Property Co., Ltd. Property Development (Deputy Chief of International 2009-Present Deputy Chief Asian Property Development Plc. Property Development Financial Management Financial Officer) (Thunderbird), U.S.A. Officer 2009-Present Director Asian Property (Krungthep) Co., Ltd. Property Development - Bachelor of Economics, 2009-Present Director The Value Property Development Co., Ltd. Property Development Thammasat University 2009-Present Director Thonglor Residence Co., Ltd. Property Development 2009-Present Director Signature Advisory Partners Co., Ltd. Property Development 2007-Present Director AP (Sathon) Co., Ltd. Property Development 2007-Present Director AP (Ratchada) Co., Ltd. Property Development 2007-Present Director Asian Property (Sukhumvit) Co., Ltd. Property Development 2007-Present Director Securities Analysts Association Association 2005-Present Director and Chief Bangkok CitiSmart Co., Ltd. Broker for Property Executive Officer Sale & Rent 2005-Present Director Smart Service and Management Co., Ltd. Property Management 2005-Present Director and Fortune Parts Industry Plc. Manufacturing and Audit Committee distributing auto parts

52


Name / Position Age Education Shares Relation Experiences Held as ship during the last 5 years of between 30/12/2010 Manage Period Position (%) ment

Company

Type of Business

2002-2009 2006-2007 2007-2010 2009-2010 2009-2010 2009-2010 2009-2010 2009-2010

Executive Vice Asian Property Development Plc. Property Development President, Business Development Department Performance National Institution for Brained-based Public Organization Measurement Director Director Asian Property (Sathorn) Co., Ltd. Property Development Director Asian Property Co., Ltd. Property Development Director Asian Property Holding Co., Ltd. Asset Management Director Asian Property (Ratchvipa) Co., Ltd. Property Development Director Trillion Development Co., Ltd. Property Development Director Asian Property (Ladphroa) Co., Ltd. Property Development

Mr. Marote 40 - M.B.A., Khon Khaen 0.00 - 2009-Present Vananan University (Deputy Chief 2009-Present Commercial Service) - Bachelor of Business Administration, Thai 2008 Chamber of Commerce University 2005-2007

Deputy Chief Commercial Officer Executive Chief Officer National Channel Sales Manager National Sales Manager

Asian Property Development Plc.

Mr. Somchai 47 - M.B.A., Kasetsart 0.00 2009-Present Wattanasaowapak University (Deputy Chief 2004-2008 IT Officer) Mr. Vittakarn 41 - M.B.A., 0.00 - 2010-Present Chandavimol University of Portland, (Deputy Chief Oregon, U.S.A. Marketing Officer) 2007-2009 2003-2007

Deputy Chief IT Officer Vice President – IT

Property Development

Smart Service and Management Co., Ltd. Property Management Motorola (Thailand) Co., Ltd.

Telecommunication

Chevron Thai Co., Ltd.

Energy

Asian Property Development Plc.

Property Development

Pruksa Real Estate Pcl.

Property Development

Deputy Chief Asian Property Development Plc. Marketing Officer Associate Director - CIGNA Insurance Co., Ltd. Strategic Marketing Marketing Manager Motorola (Thailand) Co., Ltd.

Property Management

Mr. Suchart 43 - Ph.D. in Interpersonal 0.00 - 2010-Present Deputy Chief People Asian Property Development Plc. Otaivites, Ph.D. Communication, Officer (Deputy Chief Bangkok University 2007-2010 Human Resource Janssen Cilag Co., Ltd. People Officer) Director - M.B.A., SASIN Graduate 2000-2007 Vice President Watson Wyatt (Thailand) Co., Ltd. Institute of Business Administration of Chulalongkorn University - Bachelor of Joumalist and Mass Communication, Thammasat University

Property Management

Insurance Telecommunication Drug Manufacture, Import and Distribution Administration, Investment and Financial Advisory

Mr. Pamorn 39 - M.B.A., National Institute of 0.02 - 2010-Present Deputy Chief Asian Property Development Plc. Property Development Prasertsan Development Business Unit 2 (Deputy Chief Administration 2008-2010 Senior Vice Asian Property Development Plc. Property Development Business Unit 2) President - Bachelor of Civil Engineering, 2005- 2008 Vice President Asian Property Development Plc. Property Development King Mongkut’s University of Technology Thonburi Mr. Boonlert 38 - Bachelor in Business 0.00 - 2010-Present Ratinthorn Administration (Deputy Chief Bangkok University 2008- 2010 Business Unit 3) 2005- 2008

Deputy Chief Business Unit 3 Senior Vice President Vice President

Asian Property Development Plc.

Property Development

Asian Property Development Plc.

Property Development

Asian Property Development Plc.

Property Development

53


Annual Report 2010

Asian Property Development Plc.

Details of number of Board’s meetings 2010 Director’s Attendance and Remuneration

Name Type Year Thai Institute of No. of %of AGM 2010 Remuneration (Baht) attended Title Directors’ Training Attendance/ Atten- Attendance Course (IOD) 4 No. of dance Monthly Gratuity Total Board Meeting Chairman of DAP/ RCP/ Independent 2004 Mr. Chatchaval Bhanalaph 14/14 100 Yes 600,000 292,300 892,300 Director Board ACP/DCP Executive Vice Mr. Anuphong Assavabhokin5 2000 DAP 14/14 100 Yes none 292,300 292,300 Director Chairman Mr. Pichet Vipavasuphakorn5 Executive 2000 Director DAP 14/14 100 Yes none 292,300 292,300 Director Director from 2000 Director DAP/FND/RCP 12/14 86 Yes none 292,300 292,300 Mr. Chaiyarat Thampeera related company Mr. Siripong Sombutsiri5 Executive 2002 Director DAP 14/14 100 Yes none 292,300 292,300 Director Mr. Wason Naruenatpaisan5 Executive 2009 Director DAP 14/14 100 Yes none 48,700 48,700 Director Ms. Kittaya Pongpujaneekul1/5 Executive 2010 Director DAP 9/10 90 - none - none Director Executive Mr. Visanu Suchartlumpong 2/5 2010 Director DAP 3/3 100 - none - none Director Independent 2009 Director Mr. Pornwut Sarasin DAP 14/14 100 Yes 420,000 24,400 444,400 Director Independent 1993 Director Mr. Shaw Sinhaseni DAP 14/14 100 Yes 420,000 292,300 712,300 Director Director and Independent 2010 Chairman of the Mr. Phanporn Dabbarangsi 3 DAP 8/10 80 - 360,000 - 360,000 Director Audit Committee Director and Independent 2000 Yes 420,000 292,300 712,300 Mr. Kosol Suriyaporn Audit ACP 14/14 100 Director Committee Director and Independent 2000 Yes Mr. Nonthachit Tulayanonda Audit ACP 12/14 86 420,000 292,300 712,300 Director Committee Director from 1995 Board DAP/FND/CSP 14/14 100 Yes none 292,300 292,300 Mr. Vilas Pilakasiri 2 related company Secretary 1 Director from Vice Mr. Payont Sakdejyont 2003 DAP/DCP/FND 3/3 100 Yes 140,000 292,300 432,300 related company Chairman Director and FSD/DCP/ Independent 2009 Chairman of the Mr.Nontigorn Kanchanachitra 3 2/2 100 Yes 90,000 292,300 382,300 ACP/RCC Director Audit Committee 1 Mr.Payont Sakdejyont completed his directorship term on 27 April 2010 and discontinued; the shareholders appointed Ms. Kittiya Pongpujaneekul to replace as the Director in the AGM 2010. 2 Mr. Vilas Pilakasiri resigned from the Director on 22 September 2010. The Company’s Board of Director; therefore, appointed Mr. Visanu Suchartlumpong to replace as the Director in the BOD’s meeting no. 11/2010, dated 22 September 2010. However, Mr. Vilas remains his position as the Board Secretary. 3 Mr. Nontigorn Kanchanachitra resigned from the Director and the Chairman of the Audit Committee on 1 March 2010; the shareholders appointed Mr. Phanporn Dabbarangsi to replace as the Director and the Chairman of the Audit Committee in the AGM 2010, dated 27 April 2010. 4 DAP = Director Accreditation Program/ RCP = The Role of Chairman Program/ ACP = Audit Committee Program/ DCP = Director Certification Program/ FND = Finance for Non-Finance Director/ CSP = Company Secretary Program/ FSD = Financial Statement of Directors/ RCC = Role of Compensation Committee 5 Authorized Signatory Directors

54


Audit Committee Meeting Attendance of 2010; Total meetings are 6 times

Director

Mr.Phanporn Dabbarangsi1 3 100% Mr.Kosol Suriyaporn 6 100% Mr.Nontachit Tulayanonda 6 100% Mr.Nontigorn Kanchanachitra1 2 100%

Meeting Attendance % of Attendance

1 Mr. Nontigorn Kanchanachitra resigned from the Director and the Chairman of the Audit Committee on 1 March 2010; the shareholders

appointed Mr. Phanporn Dabbarangsi to replace as the Director and the Chairman of the Audit Committee in the AGM 2010, dated 27 April 2010.

Nomination and Remuneration Committee Meeting Attendance of 2010; Total meetings are 3 times

Director

Mr.Shaw Sinhaseni 3 100% Mr.Anuphong Assavabhokhin 3 100% Mr.Nonthachit Tulayanonda 3 100% Mr.Pichet Vipavasuphakorn 3 100% Mr.Kosol Suriyaporn 3 100%

Corporate Governance Committee Meeting Attendance of 2010; Total meetings are 3 times

Director

Mr.Kosol Suriyaporn 3 100% Mr.Pichet Vipavasuphakorn 3 100% Ms.Kittiya Pongpujaneekul 3 100% Mr.Opas Ruangrajitpakorn 3 100% Mr.Pumipat Sinacharoen 3 100% Mr.Vilas Pilakasiri 3 100%

Meeting Attendance

Meeting Attendance

% of Attendance

% of Attendance

55


Annual Report 2010

Asian Property Development Plc.

Supervision of the use of inside information The Company has the following policy and measures to prevent the management from using the Company’s inside information for personal benefits:

Informing the management in every division regarding duties and responsibilities to report their holdings of the Company’s shares and punishments according to the Securities and Exchange Act B.E. 2535 and regulations of the Stock Exchange of Thailand.

l

The Company obliges the management to report any changes in their shareholding to the Office of Securities Exchange Commission and the Stock Exchange of Thailand according to Section 59 of the Securities and Exchange Act B.E. 2535. The management shall provide the copy of the report to the Company on the same day that they provide the report to the Office of Securities Exchange Commission and the Stock Exchange of Thailand.

l

The board of directors has resolved to set up regulations, criteria, and punishments to control the usage of inside information. The board deems appropriate to establish policy and procedure to supervise directors, management, and employees to prevent inappropriate, personal usage of inside information, particularly the financial data that must be audited by the certified public accountant and subject to audit committee’s approval before presenting to the Company’s board of directors, the Stock Exchange of Thailand, and the general public. The measures are as follows:

l

a Directors, the management team, employees, including their spouses and children who the Company’s shares before the information is made public (from 15 April to 1st quarter result announcement date; from 15 July to 2nd quarter result announcement date; from 15 October to 3rd quarter result announcement date; and from 15 February to full year result announcement date). Moreover, once the information has been disseminated, the afore mentioned persons should refrain from buying or selling the Company’s securities until the public have sufficient time to evaluate the released information (5 days from the dissemination date). b Educate directors, the management team, and employees about their duties to report shar holdings by their spouse and their children who are not of legal age, and their own when buying, selling, transferring or receiving the Company’s securities according to the announcement of the Securities Exchange Commission No. Sor.Jor.14/1997, on Preparation and Disclosure Report of Securities Holding and Punishment according to the Securities and Exchange Act B.E. 2535. If any employee violates the aforementioned measures, the Company will take the following disciplinary actions: First violation Second violation Third violation

56

Written warning Salary cut / suspension Termination of employment without compensation


Human Resources The Company is committed to improve the potential of the human resources and regularly arranges training courses to create understanding about the Company’s policy and to improve employee’s competency. Trainings are conducted by both internal and external experts. In 2010, the following trainings were provided to employees:Skype VDO Conference, Qualification, Function and Examination of Wood Product, PDA documentation for construction work, Management and Administration for Project’s Juristic Person Managers and Administrators, Construction Standard Training and Manual for Constructor, Japan Airlines’ service training for Business Class observation, Standard Training for Construction, Infrastructure work, Facilities, Roofing Stuccowork and Interior Decoration, Bring Out The Best in You, CRM for Living Consultant, Secret of Selling, SAP system (Key User – End User), Personality & Posture for Living Consultant, Communication Skill, Advance make up for Living Consultant, Business Unit Academy Orientation % On- Boarding, Improving Service Quality, Managing and Developing Talent Pipeline, SAP: Report Analysis and Strategic Planning to 2011, etc. The Company believed that these trainings would be a channel to enhance human resource potential for competing in the current competitive market. In addition to the training courses, the Company and employees are members of a registered provident fund that is private to only the Company and approved by the Ministry of Finance according to the Provident Fund Act B.E. 2542. According to the fund requirement, employees are to contribute 3, 5, 6 or 8% of their salary and the Company is obligated to match the same rate of contribution with conditions according to employment period. Benefits can be claimed when members are retired, dead or resign from the fund membership. In July 2010, the Company adjusted this scheme to Master Pooled Fund in which various types of investment are offered to better match fund members’ needs. The Company increases investment choices from 1 policy to 3 policies and clarify the purpose and risk of each investment scheme to all members. As of 31 December 2010, the total number of employees in the Company and subsidiaries was 852. The cash remuneration, which included salary, bonus, and provident fund contribution, paid to the employee, excluding management’s remuneration, were Baht 352.52 million.

Internal Control and Risk Management The Company realizes the importance of internal control system in both management and operational levels and ensures its efficiency by clearly defining duties and authority of employees and managements. There are control systems that ensure the optimal usage of the Company’s assets. Every employee has distinct responsibilities. There are employees in charge of evaluating and inspecting across departments. Moreover, there is internal control system regarding the financial system that requires financial report to be submitted to the management and audit committee. In risk management, the Company has set up a team with direct responsibility in order to identify, follow, and manage risks efficiently.

57


Annual Report 2010

Asian Property Development Plc.

The Company also hired P&L Internal Audit Company Limited for internal audit and to eliminate conflict of interest, with special emphasis on business and operation risks. The objective is to audit and enhance the Company’s operation efficiency, increase the confidence level of the audit committee and the executives that the information system is reliable, all to create confidence in controlling, supervising, and utilizing the Company’s asset appropriately. These could enable the audit committee and executives to foresee potential problems and ensure that the Company has efficient control system and the employees strictly comply with the internal control system. With regards to the accounting side of internal control, the accounting auditor Ms.Kamonthip Lertwitworathep, who is the auditor of the Company’s financial statements, from Ernst & Young Co., Ltd has assessed that the internal control system in the accounting practice revealed no crucial flaw.

Moreover, the audit committee finds the Company’s internal control system satisfactorily efficient and transparent. From the annual financial statement audit with the external accounting auditor and the concerned management, the audit committee deems that the financial statements has presented fairly the financial position and the operation result in accordance with the generally accepted accounting principles. During the audit committee meeting no. 3/2011 on 24 February 2011, 3 audit committee members were present. The committee has evaluated internal control system by inquiring information from the management and tracing evidence documents. After evaluating 5 aspects of internal control system, which are organization and environment, risk management, the management’s operational control, information technology and communication, and monitoring system, the audit committee concluded that the Company has adequate internal control measures in all 5 aspects. The Company set goals in business administrating to archieve, evaluated regularly internal and external risk factors and managing the foreseen risks. The Company also reorganized the company’s structure and responsibilities, allowed the auditors and the internal auditors which are both independent outsources to examine the Company’s activities

Connected transactions The company and subsidiary companies have proceeded the connected transactions with person or juristic person, which may have a conflict as followed (more details in the notes to consolidated financial statement);

58


Person/ Juristic Relation Description person (as of 31 Dec 10) Pre Built plc. or PB • The company holds • PB provides a service 19.96% of paid-up in project construction shares of PB ordinary of the company and shares were sold subsidiary companies partly; there fore, the in real estate business relationship between • Retention payable PB and the Company • Construction wage was changed from associated company to related company. • Co-directors; i.e. Mr. Chatchaval Bhanalaph and Mr. Chaiyarat Thampeera PCM Construction Material Co., Ltd. or PCMC

• PB holds PCMC’s • PCMC (a subsidiary share in 100% of the company of PB) sells paid-up shares construction materials • Co-directors; Mr. to the company and Chaiyarat Thampeera subsidiary companies in real estate development business • Trade account payable • Purchase construction materials

Value (million baht) 31 DEC 10 31 DEC 09

0.92

• Audit committee and executive assessment view the condition and value in construction contract reasonable, fair and similar to other contractors

• Audit committee and executive assessment view the condition and buying price normal and similar to other sellers

2.39

2.41

26.70

19.10

A&P Associate Co., • Mr. Anuphong • The company and Ltd. or A&P Assavabhokhin subsidiary companies (son to Ms. Piangjai have rented office Harnpanich, a major space and parking shareholder in A&P, lots from A&P 4.98 holding 99.99% • Rental fee shares) is the biggest shareholder of the company AP (Ratchada) Co., • The company holds • APR or formerly AP Ltd. or APR 51% of paid-up share Pacific Star (Ratchada) of the APR until 30 Co., Ltd. was a joint Sep 10. venture company with Currently the Pacific Star Group in Company holds 51:49 ratio and the 99.99% shares in APR Company billed APR a • Co-directors, i.e. project management fee and sale commission Mr. Anuphong • Project management 15.78 Assavabhokhin fee (after deduct the and Mr. Pichet connected transaction) Vipavasuphakorn AP (Sathon) Co., Ltd. or APST

0.92 0.04

Audit Committee’s opinion

• The company holds • APST or formerly AP Pacific Star (Sathon) 51% of paid-up share Co., Ltd. was a joint of the APST until 30 venture company with Sep 10. Currently Pacific Star Group in the Company holds 51:49 ratio and the 99.99% shares in Company billed APTS APST a project management • Co-directors, i.e. fee and sale commission Mr. Anuphong • Project management 43.70 Assavabhokhin and fee (after deduct the Mr. Pichet connected transaction) Vipavasuphakorn

• Audit committee and executive assessment view such service fee suitable and fair in normal business 4.98

• Audit committee and executive assessment view such service fee suitable and fair in normal business

27.66

• Audit committee and executive assessment view such service fee suitable and fair in normal business

13.04

59


Annual Report 2010

Asian Property Development Plc.

Necessity and well – founding of the transaction It is necessary to file connected transactions in order to obtain the highest benefit of the company. The audit committee has viewed such transaction according to the normal business. The company was remunerated and has settle payment in fair market price. Guaranteeing, bank loaning and lending to subsidiary companies and related companies are to increase liquidity and financial status of the company in order to run business continuously. This must be accordance to Board of Directors’ resolution regarding the connected transactions.

Measures / Steps in connected transaction approval Connected transaction of normal business, transaction which supports normal business, asset or service related transaction, rent or short-term real estate lease and financial support transaction must be done under a similar condition which any other ordinary prudence shall receive under the same circumstance. Trade bargaining must be proceeded without any influence from being a director, an executive officer or a related person to a director, an executive officer or a related person. The transaction must be approved by an authorized person, designated by the Board of Directors, or by the Board of Directors themselves. Any transaction made must be reported according to the Board of Directors’ resolution no. 8/2008, dated 13 August 2008. The Company does not lend or provide guarantee and/or loan to subsidiaries more than 100% of the requested amount if the Company holds shares in such subsidiary at least 90% of total paid up shares or registered capital shares. If the Company holds less than 90% of total paid up shares or registered capital shares, the Company is to lend or provide guarantee and/or loan to such subsidiary in the amount equivalent to not exceeding the held share ratio. Other financial support than the above stated is to be considered and approved by the Company’s Board. A connected transaction which consists of any dissimilarity in condition to an ordinary prudence or general contractual party, or exceeds due date or value specified in each item must be approved by Board of Directors and/or shareholders of the company. The connected transaction must be in compliance with securities and stock exchange act, articles of association, notifications, orders or regulations of Stock Exchange of Thailand, including the regulations in information disclosing of the connected transaction and asset acquisition and divestment.

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Policy or possibility of connected transactions The Company set the policy regarding the connected transactions by defining conditions to conform to normal business transaction within marker price which is comparable to price against an outsider. However, the Company has assigned the audit committee, the Company auditor or independent specialist to review and provide comments on the price suitability and transaction well-founding. If there shall be a connected transaction between the Company or its subsidiaries and a person who may have a conflict, lose or gain benefit from the company or will have conflict with the Company in the future, the company shall assign the audit committee to provide on necessity and suitability of such transaction. If the audit committee is not experienced in the transaction which may arise, the Company shall assign an independent specialist or auditor to provide an opinion on such transaction in order to support the decision of company board or shareholder. The Company shall disclose the connected transaction in the notes to consolidated financial statements.

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Innovation Brings the Past into the Future


Good Corporate Governance

The Company recognizes that good corporate governance is the major factor that enables the organization to have efficient operation and supports sustainable growth. Therefore, the Company uses the Stock Exchange of Thailand’s good corporate governance codes as an operational guideline and sets about the Company’s corporate governance policies as follows: • To place importance to the internal control system to ensure that the management could comply with the policy efficiently within the legal and ethical framework. • To provide equitable treatment for all shareholders and stakeholders. • Board of directors is determined to manage the Company with care, prudence, responsibility with adequate skill and efficiency to maximize shareholder’s benefits in the long-run, while preventing any possible conflicts of interest. • To always operate with risk in mind under appropriate control and risk management. • To operate business with transparency, traceable process and adequate disclosure to all stake holders. • Board of directors will comply with the announced Company’s Code of Conduct and ensure that employees follow such Code of Conduct as well.

Shareholder’s right The Company shall arrange annual general shareholders’ meeting within 4 months after the fiscal year ends. The Company will send invitation letter, related information, and comments of the board of directors and audit committee (if any) to the shareholders at least 14 days prior to the shareholders’ meeting date to study in detail before voting in the meeting. Moreover, the Company shall disseminate information about the meeting in advance and the shareholders can also send the questions in advance via company’s website. The Company has set the appropriate date, time, and venue that is convenient to the shareholders. The registration shall be open for the shareholders at least 1.5 hours prior to the meeting to ensure that there is enough time for all shareholders to register. Moreover, the Company provides barcode registration system to quicken the registration process and separates registration counters for individual and institutional investors to facilitate individual investors. During the shareholders’ meeting, the chairman, the chairman of audit committee, the chairmen of sub-committees, and most of the directors will participate in the meeting to clarify any queries to shareholders. Moreover, if there is urgent and important issue, the Company might arrange extraordinary shareholders’ meeting as appropriate.

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Equitable treatment for all shareholders The Company offers the shareholders a rights to propose agendas for 2011 Annual General Meeting of the Shareholders as we aim for equal treatment to shareholders and the best corporate governance. The procedures and forms can be downloaded from AP website. During the shareholders’ meeting, when the chairman has clarified details of every agenda, all participating shareholders would have equal opportunities to inquire about the Company’s operating result and make any comment before casting ballots, in which all shareholders have equal voting rights. The Company will record important questions and comments into the meeting minutes. For the voting process, the Company prepares ballot for each agenda for future reference. In case of not being able to participate in the meeting, shareholders can appoint independent directors as proxies to vote on their behalf. The Company proposed 2 independent directors as proxies and provide proxy form that the shareholders can indicate their voting intention. Moreover, the Company has established written measures to prevent the usage of insider information as shown in the inside’s information control section. The Company also required the management to disclose personal and related persons’ interest to the board of directors where there are connected transactions. However, at the present, no director has any conflict of interest with the Company. Regarding the shareholding report, directors must report any change in shareholding to the board of directors every time. That is, directors who report changes in shareholding to the Stock Exchange of Thailand must also report the changes to the board of directors in the same month as well.

Roles of Stakeholders The Company recognizes the importance of every stakeholder’s rights, both internal and external, which includes employees, creditors, trade partners, relevant government agencies, and shareholders to ensure fair treatment to all parties. The details are as follow:

• Employees m The Company shall treat all employees equally, with appropriate compensation. m The Company provides scholarship to emploees and regularly provides training for the employees. In 2010, the following trainings were provided to employees:Skype VDO Conference, Qualification, Function and Examination of Wood Product, PDA documentation for construction work, Management and Administration for Project’s Juristic Person Managers and Administrators, Construction Standard Training and Manual for Constructor, Japan Airlines’ service training for Business Class observation, Standard Training for Construction, Infrastructure work, Facilities, Roofing Stuccowork and Interior Decoration, Bring Out The Best in You, CRM for Living Consultant, Secret of Selling, SAP system (Key User – End User), Personality & Posture for Living Consultant, Communication Skill, Advance make up for Living Consultant, Business Unit Academy Orientation and OnBoarding, Improving Service Quality, etc.

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• Trade partners m The Company purchases goods and services from trade partners both inside and outside of the Company’s group based on normal business practice. m The Company has set up electronic payment system to enable quick and convenient payments to the trade partners. m SAP system is set for fast and accurate procurement, caused less time consuming and expense of the Company and trade partners themselves m The Company joins business partner, i.e. furniture companies designing particularly for condominium usage and banks to offer loans to the Company’s customers with good interest rate and to facilitate in such matter. • Customers m The Company cares and has responsibility to customers by providing high quality products. The Company also sets up a customer service center to learn about complaints and for further improvement. m The Company establishes an after-sales service department and implements CRM system to service customers after unit transfer. This department reports directly to the management. m The Company inspects the quality of each unit (100% QC) before scheduling customers for inspections. m The Company disseminates the Company’s related information and news to customers through the corporate website and In City magazine every quarter. • Creditors m The Company acts in accordance with loan agreement. m The Company holds events to enhance the relationship with bond holders m The Company disseminates the Company’s related information and news to bondholders through corporate website and In City magazine every quarter. • Competitors m The Company ethically competes with competitors and avoids any dishonest means to destroy competitors. • Shareholders m The Company disseminates the Company’s related information and news to shareholders through corporate website and In City magazine every quarter. m The Company’s management regularly meets and provides information for investors, which include site visit, telephone conference, and having an international roadshow at least once a year.

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Annual Report 2010

Asian Property Development Plc.

• Communities The Company actively participates in various projects to improve communities and societies. In 2010, projects that the Company and subsidiaries were involved in are as follows m The Company together with employees financially donated to flood victims in Haiti thru the International Red Cross m To assist in development of students at Pattaya Redemptorist School for the Blind, unde HRH Princess Maha Chakri Sirindhorn’s patronage, the Company funded the School’s sound lab, valued Baht 150,000. m The Company provided pure drinking water thru Channel 3 television together with Royal Thai Army, Royal Thai Navy and Royal Thai Air Force for flood victims in many parts of Thailand m As the consequence of flooding, the Company hosted a trip with students at King Mon kut’s Institute of Technology Thonburi to repair the classroom buildings, provide sport equipment, stationary, water coolers, computers and books and donated Baht 15,000 to Nokkrajab School and Baht 10,000 to Wat Kor Phai School in Ayuddhaya. m The Company accepts internship from various universities to expose the students who would like to gain real-life working experience. Moreover, the Company provides a channel to report any misconduct directly to the board of directors through the Company’s website. Any issue can be sent directly to Mr. Kosol Suriyaporn at s_kosol@hotmail.com, the Company’s independent director.

Information Disclosure and Transparency Besides the information disclosure required by the Stock Exchange of Thailand, the Company recognizes the importance of accurate, complete, transparent, and timely disclosure to investors and related persons equally. The information will be disclosed in both Thai and English through the Company’s website. Moreover, Investor Relations department is set up to provide and allow investors to follow various information of the company via website www.ap-thai.com or contact Mr. Pumipat Sinacharoen, Deputy Chief Financial Officer and Corporate Secretary at (66) 2261 2518-22, or email at investor@ap-thai.com

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Responsibilities of the board of directors Board of Directors structure The Company’s board of directors comprises of directors with diverse qualifications, in terms of skills, experience, and specialization that could benefit the Company. The board of directors consists of 13 members, 6 of which are from the Company’s executive board (Mr.Anuphong Assavabhokhin, Mr.Pichet Vipavasuphakorn, Mr. Siripong Sombutsiri, Mr.Wason Naruenatpaisan, Ms. Kittiya Pongpujaneekul, and Mr. Visanu Suchartlumpong), One director is from related companies (Mr.Chaiyarat Thampeera), and the remaining 6 directors or more than one third of the total members of the board of directors are qualified as independent directors, 3 of which are members of audit committee. The independent directors can review Company’s operation and act as balance of power in the board of directors. They also can independently object any issue in the meeting, enabling efficient decision making process. Moreover, the chairman of the board is an independent director and does not hold any chairman position in any sub-committee. The chief executive officer and the managing director held 23.63% and 10.30% (combinding the shares holding by spouse) shares in the Company, respectively (as of 30 December 2010). Therefore, the CEO and managing director are both major shareholders and act on behalf of all shareholders in managing the Company with the objective to maximize shareholders’ benefit. However, chairman of the board, CEO, and managing director are not the same person, which creates a balance of power and distinct area of responsibilities for each individual. Regarding the directors’ tenure, each director will stay in the position for 3 years each term. Once the term expires, the nomination and remuneration committee will consider a suitable candidate to replace the director who is retired by rotation. The committee will select candidates based on their skills, abilities, and experience suitable for the Company. The director who is retired by rotation could be selected to resume the post in the proceeding terms. In addition, the Company has appointed a Corporate Secretary to advise the Board of Directors on concerning laws and regulations, observe directors’ activities and follow up the Board’s resolutions. Moreover the Company’s Corporate Secretary is also responsible for keeping Board’s minutes, arranging shareholders’ AGMs, making annual reports and so on. Sub-Committee The Company has set up the Sub-committee to assist the Board in determination and decision. The Sub-Committee are as followed • Audit Committee The Company has set up the Audit Committee to determine special agenda of the Company before proposing to the Board meeting. The Audit Committee’s scope of work and authority are shown previously in the part of the Board of the Company. • Nomination and Remuneration Committee The Company has set up the Nomination and Remuneration Committee to empanel a qualify person to join the Board when vacant. • Corporate Governance Committee The Company has set up the Corporate Governance Committee to ensure that the policy is followed and up-to-date, and to adjust the policy where necessary. The Corporate Governance Committee report directly to the Board of Directors.

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Annual Report 2010

Asian Property Development Plc.

Roles, duties, and responsibilities of the board of directors The Company’s board of directors has roles in determining vision, strategic plan and operation plan of the Company, as well as other operating policies to create management transparency, which shall bring about the most benefits to the shareholders. The board of directors shall set up the monitoring and evaluation system for both management and employees by applying key performance indicator. To clearly separate of duty and balance in management, the chairman of the board, who is an independent director and the chief executive officer are not the same person. Besides determining business strategies, policies, and business directions, the board of directors must ensure there is adequate internal control and risk management system. The board has selected and hired P&L Internal Audit Company Limited, which is unrelated to the Company, to be the Company’s internal auditor to investigate and evaluate the Company’s internal control system whether it is sufficient or appropriate. The internal auditor also gives consultation to correct any flaw in the Company’s internal audit system to ensure efficient and effective operation. The internal auditor will audit and evaluate the internal control system every quarter and prepare the evaluation report with any flaws to be presented directly to the audit committee. The board of directors also recognizes the potential conflicts of interest that may arise. Thus the board has approved the policy on connected transactions between the Company or subsidiaries and management or related persons to be in accordance with the criteria of the Stock Exchange of Thailand. The details of the connected transactions are shown in the notes to financial statements. Moreover, the Company intends to operate the business ethically and transparently. The board of directors therefore establishes a Code of Conduct for the board of directors, the management, and employees to be used as the operational guideline. The Company constantly monitors to ensure constant compliance to the Code of Conduct. The board of directors has also appointed corporate governance committee to monitor the implementation of the Company’s corporate governance policy including reviewing and updating such policy constantly. The committee will report to the board meeting at least once a year for the board of directors to approve the new version of corporate governance policy before implementation.

Board of directors meeting The board of directors shall meet monthly and hold extra meetings as necessary. The agendas are stated in advance and have regular agenda to follow up the operation issues. The invitation, along with agendas, and meeting minutes of the previous meeting, and relevant documents, would be sent to the board members at least 7 days prior to the meeting for the board members to carefully consider the matters prior to the meeting. The responsible management will also participate in the meeting to clarify information to the board of directors in case further information is needed. Each meeting will be recorded, and the minutes will be approved by the board of directors in the subsequent meeting. Moreover, if the independent directors deems appropriate that there should be special meeting for the independent directors to meet on particular issues, the independent directors can call for such meeting. In that case, the management will arrange such meeting promptly.

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Board of directors’ self evaluation The Company’s board of directors shall evaluate themselves every year, using board of director self-evaluation form provided by the Stock Exchange of Thailand. The Company has adjusted the form to be suitable for evaluating the Company’s directors. The evaluation will help each director and board of directors to consider and review any problems and obstacles during the past year. It is also a tool to inspect and analyze whether the board of directors are efficient or has completed all the duties as the board of directors or not. The Company has prepared the evaluation for the chief executive officer and managing director. The Company’s board of directors (without CEO and managing director) will carry out evaluation to analyze and give feedback to the CEO/managing director to analyze their flaws that need improvement. The evaluation result will also be used by the nomination and remuneration committee to determine annual remuneration.

Directors’ remuneration The board of directors has appointed nomination and remuneration committee to determine directors and managements’ remuneration before proposing to the board of directors. The nomination and remuneration committee will compare remuneration of directors and management to those of other companies in the same industry. In all, the remuneration for executive directors and management will be in a form of salary and bonus, depending on the Company’s performance and individual performance. For the non-executive directors, remuneration will be in a form of monthly payment and gratuity. The director’s remuneration must be approved by the shareholders’ meeting.

Director and management development program To help the board of directors better understand the Company’s business, the Company arranges site visit once a year. Moreover, the Company encourages training for directors and managements. All directors had attended the courses arranged by Thai Institute of Directors such as Director Accreditation, Finance for Non-Finance Director, and Audit Committee, etc. For the management, the Company has provided management training program every year by inviting external speaker to conduct the trainings; for example, Managing and Developing Talent Pipeline, SAP : Report Analysis and Strategic Planning to 2011.

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Innovation Enhances the Living Environment


Risk Factors 1 Business risk

1.1. Economic volatility risk Being in the property developing business, the economic slowdown has a direct impact on the Company. Therefore, the Company plans strategies according to the economic condition by giving significant consideration to project launching, land procurement, construction and cashflow management. In a slowdown economy, construction is to be in line with the sales rate to avoid too much inventory. Delay in project launching and land procurement will also effectively help manage cashflow and reduce the risk.

2 Product/service risk

2.1. Construction material price risk Construction of any project faces the risk of rising construction material prices, which consequently results in additional cost and lower profit. The Company tries to reduce this risk by limiting the development period of each project to be within 2-2.5 years, beginning from buying land to ownership transfers to buyers of the last units. By reducing construction time, predicting construction material prices becomes more accurate and project cost fluctuation is at the same time minimized. Additionally, the Company tries to place as many fixed-price orders as possible to supplies/manufacturers before setting the selling price. Since the Company’s portfolio consists of high valued projects of Baht 500-3,000 million each, the Company could buy materials in large quantity, thus having substantial bargaining power over contractors and suppliers.

3 Financial risk

3.1. Receivable collection risk Account receivable and note receivable of the Company and subsidiaries stand at Baht 3.9 million and 8.8 million as of 31 December 2009 and 31 December 2010, respectively. They can be classified by aging as follows: (Unit : MB) Due Period 2010 2009 2008 Undue 2.85 2.08 1.87 Overdue Less than 12 months 5.52 1.68 2.69 Over 12 months 16.96 16.69 16.69 Less Allowance for doubtful debt (16.48) (16.59) (16.59) Account Receivable-Net 8.85 3.86 4.66

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Annual Report 2010

Asian Property Development Plc.

Baht 16.48 million in overdue receivable (over 12 months) is from the construction material production and distribution company prior to merging with Asian Property Company Limited in 2000. The economic recession and Baht devaluation in 1997 has significantly affected the debtor’s financial status and repayment ability. The amount accounts for 66.96% of total account and note receivable and the Company has a risk of not being able to collect such receivable. However, the Company has already fully set aside the allowance for doubtful account. In current project developments, the Company analyzes customer’s requirements and financial status prior to the purchase. The measures enable the Company to sell each project quickly and reduce risk of cancellations. 3.2. Risk from being guarantor for subsidiaries and related companies The Company has guaranteed loans for subsidiaries and related companies according to the shareholding proportion as detailed in the table below. As a result, the Company incurs a risk from guaranteeing repayment to the creditors in the event that the borrowers can not repay their debt on time, which consequently could affect operation and financial status of the Company who is the guarantor. However, the Company believes that the borrowers can repay their debt because of their operating results. The outstanding debts of the subsidiaries which were guaranteed by the company have already been included in consolidated financial statements of the Company. Summary of loan guaranteed by the Company to its subsidiaries and related companies Guarantor Guarantee Credit Line Financial Status of Guarantees (MB) Shareholders’ equity (MB) Progress Company Shares Company Guarantee 31 Dec 31 Dec 31 Dec 10 31 Dec 09* holding Proportion 10 09* (Revised) Guarantee for partial overdrafts; APD 100 APL** 100 - 10 other loan credits are in the process - 144 repayment to the creditors Guarantee for partial overdrafts; other APD 100 APK 100 1,238 533 loan credits are in the process of 379 403 repayment to the creditors Guarantee for partial overdrafts; APD 100 APV** 100 - 45 other loan credits are in the process of - 539 repayment to the creditors Guarantee for partial overdrafts; other APD 100 VPD 100 3,125 50 loan credits are in the process of 423 21 repayment to the creditors APD 100 Trillion** 100 - 41 Other loan credits are in the process - 108 of repayment to the creditors APD 100 APS** 100 - 427 Other loan credits are in the process - 63 of repayment to the creditors Guarantee for partial overdrafts; APD 100 TLR 100 20 20 other loan credits are in the process of 16 17 repayment to the creditors APD 100 SSM 100 5 5 Guarantee for overdrafts (19) (18) Guarantee for partial overdrafts; APD 100 APSV 100 846 846 other loan credits are in the process of (42) (32) repayment to the creditors Guarantee for partial overdrafts; APD 100 APST 100 1,520 - other loan credits are in the process of 342 201 repayment to the creditors Total 6,754 1,977

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Remarks: APD APL SSM VPD TLR APST

= Asian Property Development Plc. = Asian Property (Ladphrao) Co., Ltd. = Smart Service and Management Co., Ltd. = The Value Property Development Co., Ltd. = Thonglor Residence Co., Ltd. = AP (Sathon) Co., Ltd.

APS APV APK Trillion APSV

= Asian Property (Sathorn) Co., Ltd. = Asian Property (Ratchavipa) Co., Ltd. = Asian Property (Krungthep) Co., Ltd. = Trillion Development Co., Ltd. = Asian Property (Sukhumvit) Co., Ltd.

* Asian Property (Ratchavipa) Co., Ltd., Asian Property (Sathorn) Co., Ltd., Asian Property (Ladphrao) Co., Ltd., Asian Property Co., Ltd., Asian Property Holding Co., Ltd., and Trillion Development Co., Ltd., altogether 6 companies, have amalgamated on 30 June 2010 with the new name “Asian Property Co., Ltd. As a consequence, the 6 subsidiary companies were dissoluted on the same day. ** The Company, the subsidiaries and the jointly controlled entities changed their accounting standard in term of revenue recognition of sale of lands and lands with house and revenue recognition of unit sale in condominium which is to be recognized when ownership transferred. This was effective in 2010 onward.

3.3. Risk from engagement in Land Purchase Agreements and Lease Agreement As of 31 December 2010, the Company and related entities are engaged in Land Purchase Agreements with other companies or person in which the Company has deposited for the future projects. The remaining amounts in such agreements are Baht 2,237.8 million and Baht 85 million under the Lease Agreement. However, due to the flexible - oriented policy, the Company always plans ahead and adjusts its strategy to best suit with the current economic situation. Project launching, land purchasing, constructing and cash flow management are important issues and the Company sustains its financial status and operating result in good standard ; therefore, the Company is capable in such liabilities. 3.4. Risk from repayment of loans to financial institutions and bonds that mature The subprime crisis that began in the United States in Q3 2008 created a financial ripple effect that led to the decline of the global economy. While its impact can still be felt today, it is believed that the Thai economy already passed the bottom in Q1 2009. However, it is still unpredictable due to the public debt crisis in 5 countries, i.e. Greece, Ireland, Italy, Portugal and Spain, which is expected to expand to other European countries and possibly causes world economic crisis. Nevertheless, Thai economic is yet to be effected. For domestic aspect, the political conflict was eased off, given a positive sign to Thai economy. The Company, however, is not reckless on this; the Company plans and adjusts its strategies to best suit with the current situation by launching new projects, purchasing lands, controlling inventories and managing cash flow. As of 31 December 2010, the Company had the total outstanding bonds of Baht 8,000 million with its due in the year 2011 in the amount of Baht 2,000 million (see table below) as well as Baht 2,666 million in outstanding loan from financial institutions. The Company sustains its financial status and operating result in good standard with Current ratio at 3:1 and debt to equity ratio at 1.12. The Company has cash balance and/or equivalent items at the amount of Baht 355 million showing the ability to cover the Company’s debt in due time. Moreover, the Company conducts a policy to engage with bondholders by continuing to issue more bonds while maintain appropriate credit facility level (currently over Baht 10,000 million is available through financial institutions). The Company aims to keep the debt to equity ratio according to the terms and conditions of the bonds.

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Annual Report 2010

Asian Property Development Plc.

Year

2011 2012 2013 2014 2015

Amount of bonds that mature (Baht million) 2,000

2,000

2,500

1,000

500

4. Risk from interest rate 4.1. Risk from interest rate fluctuation As uncertainty in global interest rate may impact costs for project development and operation, the Company therefore mitigates the risk by issuing fixed-interest bonds in order to keep the cost of interest low and be shielded from the upward interest rate trend. The Company’s interest bearing debts were Baht 10,666 million as of 31 December 2010 and the proportions of fixed-rate and floating rate are 90.3 % and 9.7 %, respectively.

5. Risk incurred by exercising the warrants to buy ordinary shares issued to the employees of the company and its subsidiaries 5.1. Risk incurred by Dilution Effect On 24 April 2009, the annual general shareholders’ meeting approved the issuance of the warrants to buy ordinary shares to the company’s and its subsidiaries’ employees for 48,680,463 units at the exercise price of Baht 3.00 per unit. In the case that all rights are exercised, the profit division or control dilution will be affected by reducing the current shareholders’ profit portions and voting rights. This effect also depends on the use of the warrants. In 2010, the Company has issued warrants to its employees and the subsidiaries’ employees. There were 8,723,600 warrant units exercised in 2010. Consequently, there remains 39,956,863 units as of 31 December 2010 and will be expired in 7 March 2013.

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Innovation Needs Creativity and Courage


2010 Audit Committee Report Dear Shareholders,

The Audit Committee of Asian Property Development Public Company Limited consisted of 3 independent directors, namely Mr. Phanporn Dubbarangsi, Mr. Nontachit Tulayanonda and Mr. Kosol Suriyaporn. Their fields of expertise range from administrative management, finance and accounting, law, and risk management. In 2010 fiscal year, the Audit Committee performed its duty independently by meeting with the management team, auditors, and internal auditors for 6 times in the relevant period which can be summarized below. 1. Examined the Company’s quarterly as well as 2010 fiscal year financial statements and consolidated financial statements with the management team and the auditor before presenting it to the Board of Directors. The Audit Committee found that the Company’s financial reports were prepared in accordance with the generally accepted accounting standards and provided sufficient information in the financial disclosure. 2. Examined related party transactions. The Audit Committee found the disclosure of information and related party transactions to be accurate, sufficient and complete. 3. Supported and emphasized the importance of Corporate Governance in the Company according to the Stock Exchange of Thailand to build confidence for shareholders, investors, clients, customers and related parties. 4. Ensured that internal auditor could work independently by appointing an external firm, P&L Internal Audit Co., Ltd., to provide internal audit service. The Audit Committee would study the yearly internal audit plan, report and follow the result with the management team continuously, and advise to ensure that work according to the yearly internal audit plan would be efficient and effective. 5. Assessed the internal control system according to the guidelines set by the SEC, which cover the control over operation, finance, and legal procedures. The Audit Committee found the internal control system to be sufficient and efficient. 6. Proposed auditors from Ernst & Young as the company’s auditor for the 2011 fiscal year with remuneration of 5.15 million Baht for the Board of Director’s approval

Mr. Phanporn Dubbarangsi Chairman of Audit Committee

Mr. Nontachit Tulayanonda Audit Committee

Mr. Kosol Suriyaporn Audit Committee

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Annual Report 2010

Asian Property Development Plc.

Directors’ Responsibilities on Financial Statement

The Board of Directors is responsible for Asian Property Development Public Company Limited and its subsidiaries’ financial information presented in this annual report. The aforementioned financial statements are prepared in accordance with generally accepted accounting principles, using appropriate accounting policy, consistent basis and careful judgement. Important information is adequately and transparently disclosed in the notes to the financial statements. The Board of Directors has provided for and maintains a risk management system, as well as appropriate and efficient internal controls to ensure that accounting records are accurate, reliable, and adequate to protect its assets and uncover any weaknesses that may be presented in order to prevent fraud or materially irregular operations. In this regard, the Board of Directors has appointed an Audit Committee which is non-executive board to be responsible for reviewing the accounting policy, financial reports, internal controls, internal audit and risk management system. All their comments on these issues have been included in the Audit Committee Report which is presented in this annual report. The Board of Directors believes that the Company’s overall internal control system has performed to a satisfactory level to lend credibility and provide reliability to Asian Property Development Public Company Limited and its subsidiaries’ financial statements for the year ended 31 December 2010. The Board of Directors also believes all these financial statements have been presented fairly for both operating results and cash flow in all material respects.

( Mr. Chatchaval Bhanalaph) (Mr. Anuphong Assavabhokhin) (Mr. Pichet Vipavasuphakorn) (Mr. Chaiyarat Thampreera) Chairman of the Vice Chairman and Director and Director Board of Directors Chief Executive Officer Managing Director

(Mr. Siripong Sombutsiri) Director

(Mr. Wason Naruenatpaisan) (Ms. Kittiya Pongpujaneekul) (Mr. Visanu Suchartlumpong) Director Director Director

(Mr. Pornwut Sarasin) (Mr. Shaw Sinhaseni) Director Director

( Mr. Nontachit Tulayanonda) Audit Director

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(Mr. Phanporn Dabbarangsi) Director and Chairman of the Audit Committee

(Mr. Kosol Suriyaporn) Audit Director


Asian Property Development Public Company Limited, its subsidiaries and joint ventures Report and financial statements 31 December 2010 and 2009

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Annual Report 2010

Asian Property Development Plc.

Report of Independent Auditor To the Shareholders of Asian Property Development Public Company Limited I have audited the accompanying consolidated balance sheets of Asian Property Development Public Company Limited, its subsidiaries and joint ventures as at 31 December 2010 and 2009, the related consolidated statements of income, changes in shareholders’ equity, and cash flows for the years then ended, and the separate financial statements of Asian Property Development Public Company Limited for the same periods. These financial statements are the responsibility of the management of the Company, its subsidiaries and joint ventures as to their correctness and the completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Asian Property Development Public Company Limited, its subsidiaries and joint ventures and of Asian Property Development Public Company Limited as at 31 December 2010 and 2009, and the results of their operations and cash flows for the years then ended in accordance with generally accepted accounting principles. Without qualifying my opinion on the above financial statements, I draw attention to the matter as discussed in Note 6 to the financial statements whereby, in 2010, the Company, its subsidiaries and joint ventures changed its accounting policy for recognition of revenue from sales of real estate from the percentage of completion method to recognising revenue in full when ownership is transferred. The Company has thus restated the financial statements for 2009 to reflect this change in accounting policy. In my opinion, the adjustments made for the preparation of such statements are appropriate and have been properly applied.

Kamontip Lertwitworatep Certified Public Accountant (Thailand) No. 4377 Ernst & Young Office Limited Bangkok: 24 February 2011

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Asian Property Development Public Company Limited, its subsidiaries and jointventures Balance sheets As at 31 December 2010 and 2009 (Unit: Baht) Consolidated financial statements Separate financial statements 2010 2009 2010 2009 (Restated) (Restated)

Note Assets Current assets Cash and cash equivalents 7 355,414,731 1,708,195,241 245,798,858 1,098,390,237 Trade accounts receivable - net 8 8,848,285 3,895,082 - 231,504 Inventories - net 9 21,347,181,662 15,734,044,286 15,778,307,261 12,478,918,270 Interest receivable - related parties 10 - - 83,676,236 34,872,269 Short-term loans to related parties 10 - - 2,165,741,270 913,851,270 Other current assets Deposits for construction materials 769,937,612 370,256,151 605,555,556 269,978,376 Deposits for land 572,702,420 593,129,650 448,089,250 591,129,650 Other receivables 46,315,485 34,820,132 34,784,176 25,485,949 Others 120,839,811 49,711,861 65,208,063 31,756,870 Total other current assets 1,509,795,328 1,047,917,794 1,153,637,045 918,350,845 Total current assets 23,221,240,006 18,494,052,403 19,427,160,670 15,444,614,395 Non-current assets Restricted bank deposits 7 29,362,200 28,763,766 23,728,390 14,551,699 Investments in subsidiaries - net 11 - - 2,707,817,499 743,969,085 Investments in joint ventures 12 - - - 555,453,610 Investment in associate 13 - 131,487,060 - 59,727,214 Other long-term investments 14 126,582,689 168,891,225 126,557,694 168,855,114 Land and cost of project held for development 15 102,406,200 90,284,800 - - Property, plant and equipment - net 16 156,006,542 109,343,117 127,751,224 94,677,606 Intangible assets - net 17 353,363,788 14,476,824 45,160,704 13,538,000 Goodwill 100,063,166 100,063,166 - - Other non-current assets 25,456,667 21,676,342 20,994,102 16,712,588 Total non-current assets 893,241,252 664,986,300 3,052,009,613 1,667,484,916 Total assets 24,114,481,258 19,159,038,703 22,479,170,283 17,112,099,311

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

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Annual Report 2010

Asian Property Development Plc.

Asian Property Development Public Company Limited, its subsidiaries and joint ventures Balance sheets (continued) As at 31 December 2010 and 2009 (Unit: Baht) C onsolidated financial statements Separate financial statements 2010 2009 2010 2009 (Restated) (Restated)

Note Liabilities and shareholders’ equity Current liabilities Short-term loans from financial institutions 18 1,633,647,721 15,300,000 1,633,647,721 - Trade accounts payable Related parties 10 2,387,445 6,477,168 2,180,512 6,180,339 Unrelated parties 708,596,961 460,422,410 537,635,153 388,719,025 Total trade accounts payable 710,984,406 466,899,578 539,815,665 394,899,364 Accrued interest expenses - related parties 10 - - 96,104,022 46,648,095 Short-term loans from related parties 10 - - 1,241,800,000 721,400,000 Current portion of long-term loans 19 226,000,000 20,000 192,000,000 20,000 Current portion of debentures 20 2,000,000,000 1,500,000,000 2,000,000,000 1,500,000,000 Unearned revenue 1,857,163,966 1,512,169,994 984,323,536 1,051,411,611 Other current liabilities Accrued expenses 611,576,195 380,518,405 496,790,711 294,208,446 Corporate income tax payable 292,080,311 401,477,896 175,543,635 325,757,024 Accrued interest expenses 87,715,000 79,737,214 87,715,000 79,471,697 Others 89,466,596 89,741,377 53,963,817 61,537,540 Total other current liabilities 1,080,838,102 951,474,892 814,013,163 760,974,707 Total current liabilities 7,508,634,195 4,445,864,464 7,501,704,107 4,475,353,777 Non-current liabilities Long-term loans - net of current portion 19 807,192,480 1,426,687,650 334,692,480 634,011,000 Debentures - net of current portion 20 6,000,000,000 5,000,000,000 6,000,000,000 5,000,000,000 Retention payable Related party 10 921,054 921,054 921,054 921,054 Unrelated parties 283,652,835 250,153,424 205,325,821 178,801,125 Total retention payable 284,573,889 251,074,478 206,246,875 179,722,179 Total non-current liabilities 7,091,766,369 6,677,762,128 6,540,939,355 5,813,733,179 Total liabilities 14,600,400,564 11,123,626,592 14,042,643,462 10,289,086,956

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

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Asian Property Development Public Company Limited, its subsidiaries and joint ventures Balance sheets (continued) As at 31 December 2010 and 2009 (Unit: Baht) Consolidated financial statements Separate financial statements 2010 2009 2010 2009 (Restated) (Restated)

Note Shareholders’ equity Share capital 21 Registered 2,383,289,729 ordinary shares of Baht 1 each (2009: 2,391,880,463 ordinary shares of Baht 1 each) 2,383,289,729 2,391,880,463 2,383,289,729 2,391,880,463 Issued and fully paid up 2,343,332,866 ordinary shares of Baht 1 each (2009: 2,334,609,266 ordinary shares of Baht 1 each) 2,343,332,866 2,334,609,266 2,343,332,866 2,334,609,266 Share premium (discount) 22, 23 17,447,200 (853,106,060) 17,447,200 (853,106,060) Revaluation surplus on changes in value of investments 13, 14 10,554,046 33,611,759 76,446,111 33,611,759 Retained earnings Appropriated - statutory reserve 24 239,188,047 233,460,927 239,188,047 233,460,927 Unappropriated 6,903,170,550 6,281,397,516 5,760,112,597 5,074,436,463 Equity attributable to the Company’s shareholders 9,513,692,709 8,029,973,408 8,436,526,821 6,823,012,355 Minority interests - Equity attributable to minority shareholders of subsidiaries 387,985 5,438,703 - - Total shareholders’ equity 9,514,080,694 8,035,412,111 8,436,526,821 6,823,012,355 Total liabilities and shareholders’ equity 24,114,481,258 19,159,038,703 22,479,170,283 17,112,099,311

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

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Annual Report 2010

Asian Property Development Plc.

Asian Property Development Public Company Limited, its subsidiaries and joint ventures Income statements For the years ended 31 December 2010 and 2009

(Unit: Baht) Consolidated financial statements Separate financial statements Note 2010 2009 2010 2009 (Restated) (Restated) Revenues Revenues from sales 13,692,041,308 12,520,169,760 10,372,881,067 9,972,066,825 Service income 148,221,887 107,666,365 150,567,206 73,137,177 Other income Interest income 13,038,947 8,227,596 96,553,286 53,416,952 Dividend income 11, 13 - - 467,651,272 664,978,688 Gain from sales of investments 13, 14 106,145,652 1,446,696 118,659,418 1,446,696 Others 76,483,052 60,652,736 57,860,688 52,700,857 Total other income 195,667,651 70,327,028 740,724,664 772,543,193 Total revenues 14,035,930,846 12,698,163,153 11,264,172,937 10,817,747,195 25 Expenses Costs of sales 8,602,039,083 8,400,144,477 6,445,378,824 6,565,813,615 Selling expenses 949,857,082 492,566,516 704,092,871 345,007,589 Administrative expenses 1,095,766,890 823,921,731 803,329,460 666,185,069 Management benefit expenses 10 79,636,103 68,916,667 79,636,103 68,916,667 Other expenses 8,781,280 121,207 8,657,978 37,721 Total expenses 10,736,080,438 9,785,670,598 8,041,095,236 7,645,960,661 Income before share of income from investment, finance cost and corporate income tax 3,299,850,408 2,912,492,555 3,223,077,701 3,171,786,534 Share of income from investment in associate accounted for under equity method 13 9,036,815 3,454,484 - - Income before finance cost and corporate income tax 3,308,887,223 2,915,947,039 3,223,077,701 3,171,786,534 Finance cost (102,597,544) (169,337,143) (186,254,452) (237,664,084) Income before corporate income tax 3,206,289,679 2,746,609,896 3,036,823,249 2,934,122,450 Corporate income tax 26 (976,953,251) (816,230,955) (745,261,274) (643,611,542) Net income for the year 2,229,336,428 1,930,378,941 2,291,561,975 2,290,510,908 Net income attributable to: Equity holders of the parent 2,227,658,875 1,927,483,748 2,291,561,975 2,290,510,908 Minority interests of the subsidiaries 1,677,553 2,895,193 Total 2,229,336,428 1,930,378,941 Earnings per share 27 Basic earnings per share Net income attributable to equity holders of the parent 0.953 0.826 0.980 0.981 Weighted average number of ordinary shares (shares) 2,338,379,518 2,334,609,266 2,338,379,518 2,334,609,266 Diluted earnings per share Net income attributable to equity holders of the parent 0.945 0.973 2,356,331,456 2,356,331,456 Weighted average number of ordinary shares (shares)

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

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Asian Property Development Public Company Limited, its subsidiaries and joint ventures Cash flow statements For the years ended 31 December 2010 and 2009 (Unit: Baht) Consolidated financial statements Separate financial statements 2010 2009 2010 2009 (Restated) (Restated)

Cash flows from operating activities Net income before tax 3,206,289,679 2,746,609,896 3,036,823,249 2,934,122,450 Adjustments to reconcile net income before tax to net cash provided by (paid from) operating activities: Share of income from investment in associate accounted for under equity method (9,036,815) (3,454,484) - - Depreciation 27,321,709 21,957,925 22,845,633 17,843,011 Amortisation 150,824,977 4,027,297 5,882,277 3,786,311 Allowance for doubtful accounts 121,504 - 231,504 - Reversal of allowance for diminution in inventory value (362,232) - - - Reversal of allowance for impairment of fixed assets (1,561,185) - (1,561,185) - Loss on write off of assets 9,698,795 454,326 9,189,116 37,721 Dividend income from subsidiaries and associate - - (467,651,272) (664,978,688) Gain from sales of investments (106,145,652) (1,446,696) (118,659,418) (1,446,696) Write-off of withholding tax 309,591 81,881 - - Interest income 13,038,947) (8,227,596) (96,553,286) (53,416,952) Interest expenses 77,787,784 154,223,704 166,485,401 224,986,105 Net income from operating activities before changes in operating assets and liabilities 3,342,209,208 2,914,226,253 2,557,032,019 2,460,933,262 Operating assets (increase) decrease Trade accounts receivable (5,074,707) 794,606 - (200,000) Inventories (3,882,431,961) (702,652,795) (3,022,587,748) (1,409,876,285) Other current assets (400,062,167) (571,262,968) (235,286,200) (485,709,231) Other non-current assets (4,807,034) (3,072,241) (4,281,514) (3,190,905) Operating liabilities (increase) decrease Trade accounts payable 221,532,648 62,683,624 144,916,301 87,995,619 Unearned revenue (9,740,100) (168,596,154) (67,088,075) (317,640,335) Other current liabilities 226,818,720 164,519,960 195,008,542 153,962,898 Retention payable 20,405,643 50,778,146 26,524,696 30,027,067 Cash from (used in) operating activities (491,149,750) 1,747,418,431 (405,761,979) 516,302,090 Cash paid for interest expenses (454,419,633) (333,814,692) (416,418,360) (309,846,721) Cash paid for corporate income tax (1,085,273,684) (825,345,297) (895,474,663) (625,557,316) Refund of withholding tax deducted at source 150,166 - - Net cash from (used in) operating activities (2,030,692,901) 588,258,442 (1,717,655,002) (419,101,947) The accompanying notes are an integral part of the financial statements.

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Annual Report 2010

Asian Property Development Plc.

Asian Property Development Public Company Limited, its subsidiaries and joint ventures Cash flow statements (continued) For the years ended 31 December 2010 and 2009

(Unit: Baht) Consolidated financial statements Separate financial statements 2010 2009 2010 2009 (Restated) (Restated)

Cash flows from investing activities Decrease (increase) in restricted bank deposits (598,434) 10,623,121 (9,176,691) 10,224,395 Cash received from sales of short-term investments - 83,319,696 - 83,319,696 Cash received from short-term loans to related partie - - 2,568,087,000 620,400,000 Cash paid for short-term loans to related parties - - (3,819,977,000) (893,500,000) Cash paid for investments in subsidiaries and joint ventures (786,992,460) - (1,458,394,794) (99,014,920) Cash received from sales of investment in a subsidiary 25 - 49,999,995 Cash received from sales of investment in associate 24,007,598 - 24,007,598 - Cash received from sales of long-term investments 239,510,800 - 239,510,800 Dividend received from subsidiaries and associate 2,401,945 2,401,945 467,651,272 848,212,525 Cash paid for purchases of equipment (48,673,794) (33,424,460) (30,619,949) (30,943,527) Cash paid for purchases of intangible assets (45,953,546) (836,500) (45,953,546) (802,500) Cash received from interest 13,038,947 8,227,596 47,749,319 31,893,921 Decrease in minority interests (2,549,080) - - Net cash from (used in) investing activities (605,807,999) 70,311,398 (1,967,115,996) 569,789,590 Cash flows from financing activities Increase (decrease) in short-term loans from financial institutions 1,624,700,000 (149,700,000) 1,640,000,000 (165,000,000) Cash received from short-term loans from related parties - - 1,189,700,000 768,000,000 Cash paid for short-term loans from related parties - - (669,300,000) (780,356,363) Cash received from long-term loans 872,400,661 201,599,998 678,000,000 120,000,000 Repayment of long-term loans (1,989,460,740) (2,346,161,472) (785,338,520) (2,037,151,553) Cash received from issuance of debentures 3,000,000,000 3,000,000,000 3,000,000,000 3,000,000,000 Cash paid for debentures (1,500,000,000) (750,000,000) (1,500,000,000) (750,000,000) Cash received from issuance of ordinary share capital 26,170,800 - 26,170,800 Increase in minority interests from change in subsidiaries’ share capital - 999,643 - Dividend payment (747,052,661) (583,639,516) (747,052,661) (583,639,516) Dividend payment to minority interest of subsidiaries (3,037,670) (1,356) - Net cash from (used in) financing activities 1,283,720,390 (626,902,703) 2,832,179,619 (428,147,432) Net increase (decrease) in cash and cash equivalents (1,352,780,510) 31,667,137 (852,591,379) (277,459,789) Cash and cash equivalents at beginning of year 1,708,195,241 1,676,528,104 1,098,390,237 1,375,850,026 Cash and cash equivalents at end of year (Note 7) 355,414,731 1,708,195,241 245,798,858 1,098,390,237 Supplemental cash flow information Non-cash transactions from investing activities Change in fair value of investment 10,554,046 112,570,076 76,446,111 112,570,076 Transfer equipment to intangible assets - 2,568,000 - 2,568,000 Transfer inventories to property, plant and equipment 24,478,667 - 24,478,667 -

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

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Asian Property Development Public Company Limited, its subsidiaries and joint ventures Statements of changes in shareholders’ equity For the years ended 31 December 2010 and 2009

(Unit: Baht) Consolidated financial statements Equity attributable to the parent’s shareholders Revaluation Minority interests - surplus (deficit) Retained earnings Total equity equity attributable Issued from changes Appropriated - attributable to to minority and paid-up Share in value statutory the parent’s shareholders Note share capital discount of investments reserve Unappropriated shareholders of subsidiaries Total

Balance as at 31 December 2008, as previously reported 2,334,609,266 (853,106,060) (78,958,317) 233,460,927 5,150,733,148 6,786,738,964 1,545,223 6,788,284,187 Cumulative effect of the change in accounting policy for recognition of revenue from sales of real estate 6 - - - - (213,179,864) (213,179,864) - (213,179,864) Balance as at 31 December 2008, as restated 2,334,609,266 (853,106,060) (78,958,317) 233,460,927 4,937,553,284 6,573,559,100 1,545,223 6,575,104,323 Income recognised directly in equity Adjustment of fair value of investment - - 112,570,076 - - 112,570,076 - 112,570,076 Net income recognised directly in equity - - 112,570,076 - - 112,570,076 - 112,570,076 Net income for the year (restated) 6 - - - - 1,927,483,748 1,927,483,748 2,895,193 1,930,378,941 Total income for the year - - 112,570,076 - 1,927,483,748 2,040,053,824 2,895,193 2,042,949,017 Dividend paid 28 - - - - (583,639,516) (583,639,516) (1,356) (583,640,872) Increase in minority interests from change in subsidiaries’ share capital - - - - - - 999,643 999,643 Balance as at 31 December 2009 2,334,609,266 (853,106,060) 33,611,759 233,460,927 6,281,397,516 8,029,973,408 5,438,703 8,035,412,111

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

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Annual Report 2010

Asian Property Development Plc.

Asian Property Development Public Company Limited, its subsidiaries and joint ventures Statements of changes in shareholders’ equity (continued) For the years ended 31 December 2010 and 2009

(Unit: Baht) Consolidated financial statements Equity attributable to the parent’s shareholders Revaluation Minority interests - surplus (deficit) Total equity equity attributable Issued Share from changes Retained earnings attributable to to minority and paid-up premium in value Appropriated - the parent’s shareholders Note share capital (discount) of investments statutory reserve Unappropriated shareholders of subsidiaries Total Balance as at 31 December 2009, as previously report 2,334,609,266 (853,106,060) 33,611,759 233,460,927 6,433,194,481 8,181,770,373 5,438,703 8,187,209,076 Cumulative effect of the change in accounting policy for recognition of revenue from sales of real estate 6 - - - - (151,796,965) (151,796,965) - (151,796,965) Balance as at 31 December 2009, as restated 2,334,609,266 (853,106,060) 33,611,759 233,460,927 6,281,397,516 8,029,973,408 5,438,703 8,035,412,111 Income (expenses) recognised directly in equity Adjustment of fair value of investment - - 10,554,046 - - 10,554,046 - 10,554,046 Sales of long-term investment - - (33,611,759) - - (33,611,759) - (33,611,759) Net expenses recognised directly in equity - - (23,057,713) - - (23,057,713) - (23,057,713) Net income for the year - - - - 2,227,658,875 2,227,658,875 1,677,553 2,229,336,428 Total income (expenses) for the year - - (23,057,713) - 2,227,658,875 2,204,601,162 1,677,553 2,206,278,715 Ordinary shares issued during the year 22 8,723,600 17,447,200 - - - 26,170,800 - 26,170,800 Dividend paid 28 - - - - (747,052,661) (747,052,661) (3,037,670) (750,090,331) Offset share discount against retained earnings 23 - 853,106,060 - - (853,106,060) - - Unappropriated retained earnings transferred to statutory reserve 24 - - - 5,727,120 (5,727,120) - - Decrease in minority interests - - - - - - (3,690,601) (3,690,601) Balance as at 31 December 2010 2,343,332,866 17,447,200 10,554,046 239,188,047 6,903,170,550 9,513,692,709 387,985 9,514,080,694

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

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Asian Property Development Public Company Limited, its subsidiaries and joint ventures Statements of changes in shareholders’ equity (continued) For the years ended 31 December 2010 and 2009

(Unit: Baht) Separate financial statements Revaluation surplus (deficit) Issued from changes Retained earnings and paid-up Share in value Appropriated Note share capital discount of investments statutory reserve Unappropriated Total Balance as at 31 December 2008, as previously reported 2,334,609,266 (853,106,060) (78,958,317) 233,460,927 3,541,184,144 5,177,189,960 Cumulative effect of the change in accounting policy for recognition of revenue from sales of real estate 6 - - - - (173,619,073) (173,619,073) Balance as at 31 December 2008, as restated 2,334,609,266 (853,106,060) (78,958,317) 233,460,927 3,367,565,071 5,003,570,887 Income recognised directly in equity Adjustment of fair value of investment - - 112,570,076 - - 112,570,076 Net income recognised directly in equity - - 112,570,076 - - 112,570,076 Net income for the year (restated) 6 - - - - 2,290,510,908 2,290,510,908 Total income for the year - - 112,570,076 - 2,290,510,908 2,403,080,984 Dividend paid 28 - - - - (583,639,516) (583,639,516) Balance as at 31 December 2009 2,334,609,266 (853,106,060) 33,611,759 233,460,927 5,074,436,463 6,823,012,355

Asian Property Development Public Company Limited, its subsidiaries and joint ventures Statements of changes in shareholders’ equity (continued) For the years ended 31 December 2010 and 2009

(Unit: Baht) Separate financial statements Revaluation surplus (deficit) Issued from changes Retained earnings and paid-up Share in value Appropriated Note share capital discount of investments statutory reserve Unappropriated Total Balance as at 31 December 2009, as previously reported 2,334,609,266 (853,106,060) 33,611,759 233,460,927 5,206,061,654 6,954,637,546 Cumulative effect of the change in accounting policy for recognition of revenue from sales of real estate 6 - - - - (131,625,191) (131,625,191) Balance as at 31 December 2009, as restated 2,334,609,266 (853,106,060) 33,611,759 233,460,927 5,074,436,463 6,823,012,355 Income recognised directly in equity Adjustment of fair value of investment - - 76,446,111 - - 76,446,111 Sales of long-term investment - - (33,611,759) - - (33,611,759) Net income recognised directly in equity - - 42,834,352 - - 42,834,352 Net income for the year - - - - 2,291,561,975 2,291,561,975 Total income for the year - - 42,834,352 - 2,291,561,975 2,334,396,327 Ordinary shares issued during the year 22 8,723,600 17,447,200 - - - 26,170,800 Dividend paid 28 - - - - (747,052,661) (747,052,661) Offset share discount against retained earnings 23 - 853,106,060 - - (853,106,060) Unappropriated retained earnings transferred to statutory reserve 24 - - - 5,727,120 (5,727,120) Balance as at 31 December 2010 2,343,332,866 17,447,200 76,446,111 239,188,047 5,760,112,597 8,436,526,821

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

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Annual Report 2010

Asian Property Development Plc.

Asian Property Development Public Company Limited, its subsidiaries and joint ventures Notes to financial statements For the years ended 31 December 2010 and 2009 1. General information

Asian Property Development Public Company Limited (“the Company”) is a public company, incorporated and domiciled in Thailand. The Company operates in Thailand and is principally engaged in real estate development. The registered office is at 170/57 18th floor, Ocean Tower I Building, Rajadapisek Road, Klongtoey, Bangkok.

2. Basis of preparation 2.1 The financial statements have been prepared in accordance with accounting standards enunciated under the Accounting Professions Act B.E. 2547 and their presentation has been made in compliance with the stipulations of the Notification of the Department of Business Development dated 30 January 2009, issued under the Accounting Act B.E. 2543.

The financial statements in Thai language are the official statutory financial statements of the Company. The financial statements in English language have been translated from the Thai language financial statements. The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accounting policies.

2.2 Basis of consolidation a) The consolidated financial statements include the financial statements of Asian Property Development Public Company Limited (“the Company”) and the following subsidiary companies and joint ventures:

90


Percentage of revenues Percentage of assets of subsidiaries and joint of subsidiaries and joint ventures included in ventures included in consolidated revenues Percentage of consolidated total assets for the years ended Company shareholding as at 31 December 31 December 2010 2009 2010 2009 2010 2009 (Restated) Subsidiaries The Value Property Development Co., Ltd. (formerly known as “Asian Property (Thailand) Co., Ltd.”) and subsidiary 100 100 8 - - AP (Sathon) Co., Ltd. (formerly known as “AP Pacific Star (Sathon) Co., Ltd.”) 100 - 5 - - AP (Ratchada) Co., Ltd. (formerly known as “AP Pacific Star (Ratchada) Co., Ltd.”) 100 - 4 - 13 Asian Property (Sukhumvit) Co.,Ltd. 100 100 4 4 - Asian Property (Krungthep) Co., Ltd. 100 100 2 3 4 10 Asian Property Co., Ltd. (company set up after amalgamation) 100 - 2 - - Thonglor Residence Co., Ltd. 100 100 - - - and subsidiaries Smart Service & Management Co.,Ltd. 100 100 - - - Bangkok CitiSmart Co., Ltd. 100 75 - - - Asian Property (Sathorn) Co., Ltd. - 100 - 3 - 3 Asian Property Co., Ltd. and subsidiaries - 100 - 2 - Asian Property (Ratchavipa) Co.,Ltd. - 100 - 1 - 3 Trillion Development Co., Ltd. - 100 - 1 - 3 Asian Property (Ladphrao) Co.,Ltd. - 100 - - - Joint ventures AP (Ratchada) Co., Ltd. (formerly known as “AP Pacific Star (Ratchada) Co., Ltd.”) - 51 - 4 - AP (Sathon) Co., Ltd. known as “AP Pacific Star (Sathon) Co., Ltd.”) - 51 - 3 - -

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Annual Report 2010

Asian Property Development Plc.

On 20 May 2010, the Extraordinary General Meeting of the shareholders of Asian Property (Thailand) Co., Ltd., a subsidiary company, passed a resolution to change its name to Bangkok Rungruang Co., Ltd. The subsidiary registered the change of its name with the Ministry of Commerce on 21 May 2010. Subsequently, on 15 September 2010, the Extraordinary General Meeting of the shareholders of the above subsidiary company passed a resolution to change its name to The Value Property Development Co., Ltd. The subsidiary registered the change of its name with the Ministry of Commerce on 16 September 2010. On 30 September 2010, the Extraordinary General Meeting of the shareholders of Bangkok Rungroj Co., Ltd., a subsidiary company of The Value Property Development Co., Ltd., passed a resolution to change its name to SQE Construction Co., Ltd. The subsidiary registered the change of its name with Ministry of Commerce on 1 October 2010. During 2010, the Company had changed its shareholding structure in subsidiaries and joint ventures as detailed in Note 11 and 12. b) Subsidiaries are fully consolidated as from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. c) The financial statements of the subsidiaries and joint ventures are prepared using the same significant accounting policies as the Company. d) Material balances and transactions between the Company, its subsidiaries and joint ventures have been eliminated from the consolidated financial statements. e) Investments in the subsidiaries and joint ventures as recorded in the Company’s books of account are eliminated against the equity of subsidiaries and joint ventures. f) The premium of investment exceeds the fair value of net assets of subsidiaries and associate at the acquisition date is presented as goodwill or intangible asset under non-current assets in the consolidated balance sheet. g) The consolidated financial statements included the proportion of the assets, liabilities, revenues and expenses of the joint ventures from the date of acquisition until the date that the joint ventures became the subsidiaries of the Company, as described in Note 12. h) Minority interests represent the portion of net income or loss and net assets of the subsidiaries that are not held by the Company and are presented separately in the consolidated income statement and within equity in the consolidated balance sheet. 2.3 The separate financial statements, which present investments in subsidiaries, joint ventures and associate under the cost method, have been prepared solely for the benefit of the public.

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3. Adoption of new accounting standards During the current year, the Federation of Accounting Professions issued a number of revised and new accounting standards as listed below.

a) Accounting standards that are effective for fiscal years beginning on or after 1 January 2011 (except Framework for the Preparation and Presentation of Financial Statements, which is immediately effective):

Framework for the Preparation and Presentation of Financial Statements (revised 2009) TAS 1 (revised 2009) Presentation of Financial Statements TAS 2 (revised 2009) Inventories TAS 7 (revised 2009) Statement of Cash Flows TAS 8 (revised 2009) Accounting Policies, Changes in Accounting Estimates and Errors TAS 10 (revised 2009) Events after the Reporting Period TAS 11 (revised 2009) Construction Contracts TAS 16 (revised 2009) Property, Plant and Equipment TAS 17 (revised 2009) Leases TAS 18 (revised 2009) Revenue TAS 19 Employee Benefits TAS 23 (revised 2009) Borrowing Costs TAS 24 (revised 2009) Related Party Disclosures TAS 26 Accounting and Reporting by Retirement Benefit Plans TAS 27 (revised 2009) Consolidated and Separate Financial Statements TAS 28 (revised 2009) Investments in Associates TAS 29 Financial Reporting in Hyperinflationary Economies TAS 31 (revised 2009) Interests in Joint Ventures TAS 33 (revised 2009) Earnings per Share TAS 34 (revised 2009) Interim Financial Reporting TAS 36 (revised 2009) Impairment of Assets TAS 37 (revised 2009) Provisions, Contingent Liabilities and Contingent Assets TAS 38 (revised 2009) Intangible Assets TAS 40 (revised 2009) Investment Property TFRS 2 Share-Based Payment TFRS 3 (revised 2009) Business Combinations TFRS 5 (revised 2009) Non-current Assets Held for Sale and Discontinued Operations TFRS 6 Exploration for and Evaluation of Mineral Resources TFRIC Interpretation 15 Agreements for the Construction of Real Estate

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b) Accounting standards that are effective for fiscal years beginning on or after 1 January 2013:

TAS 12 TAS 20 (revised 2009) TAS 21 (revised 2009)

Income Taxes Accounting for Government Grants and Disclosure of Government Assistance The Effects of Changes in Foreign Exchange Rates

The Company’s management believes that these accounting standards will not have any significant impact on the financial statements for the year when they are initially applied, except for the following accounting standards which management expects the impact on the financial statements in the year when they are adopted.

TAS 19 Employee Benefits This accounting standard requires employee benefits to be recognised as expense in the period in which the service is performed by the employee. In particular, an entity has to evaluate and make a provision for post-employment benefit or liabilities arising from other defined benefit plans using actuarial techniques. Currently, the Company accounts for such employee benefits when they are incurred.

At present, the management is evaluating the impact on the financial statements in the year when this standard is adopted.

TAS 12 Income Taxes This accounting standard requires an entity to identify temporary differences, which are differences between the carrying amount of an asset or liability in the accounting records and its tax base, and to recognize deferred tax assets and liabilities under the stipulated guidelines.

At present, the management is evaluating the impact on the financial statements in the year when this standard is adopted.

4. Significant accounting policies

4.1 Revenue recognition Revenue from sales of real estate Revenues from sales of land and houses/condominium units/land are recognised when the ownership has been transferred to buyer. Revenues are the contract value which ownership is transferred to buyer.

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Rendering of services Service revenue is recognised when services have been rendered taking into account the stage of completion. Interest income Interest income is recognised on an accrual basis based on the effective interest rate. Dividends Dividends are recognised when the right to receive the dividends is established. 4.2 Cost of sales of real estate

Cost of sales of land and houses/condominium units is determined based on the anticipated total development costs (after considering the actual costs incurred to date) attributed to units already sold on the basis of the salable value and area, and is recognised as cost of sales in accordance with the revenue recognition. Cost of land is recognised as cost of sales in accordance with the revenue recognition.

4.3 Cash and cash equivalents

Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with an original maturity of three months or less and not subject to withdrawal restrictions.

4.4 Trade accounts receivable

Trade accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is provided for the estimated losses that may be incurred in collection of receivables. The allowance is generally based on collection experiences and analysis of debt aging.

4.5 Inventories

Inventories are valued at the lower of cost and net realisable value. Cost of inventories is calculated as detailed below.

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Land

Land is valued at cost on a weighted average method (calculated separately for each project) and is recognised as cost in accordance with the revenue recognition.

Deferred interest

Interest expenses relating to project development are recorded as deferred interest, with capitalisation ceasing when the ownership is transferred to buyer. Such deferred interest is recorded as a part of inventories and is recognised as cost of sales in accordance with the average revenue recognition (calculated separately for each project).

Infrastructure

The costs of construction for infrastructure like road, electricity system, water supply system and others are recorded as a part of inventories and are recognised as cost of sales in accordance with the revenue recognition.

Deferred project development costs

Preparation costs and project development costs before sales are recorded as a part of inventories and are recognised as cost of sales in accordance with the revenue recognition.

4.6 Investments a) Investments in securities held for trading are stated at fair value. Changes in the fair value of these securities are recorded as gain or losses in the income statement. b) Investments in available-for-sale securities are stated at fair value. Change in the fair value of these securities are recorded as a separate item in shareholders’ equity, and will be recorded as gains or losses in the income statement when the securities are sold. c) Investments in debt securities, both due within one year and expected to be held to maturity, are recorded at amortised cost. The premium/discount on debt securities is amortised/accreted by the effective rate method with the amortised/accreted amount presented as an adjustment to the interest income. d) Investments in non-marketable equity securities, which the Company classifies as other investments, are stated at cost net of allowance for loss on diminution in value (if any). e) Investment in associate is accounted for in the consolidated financial statements using the equity method. f) Investments in subsidiaries, joint ventures and associate are accounted for in the separate financial statements using the cost method.

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The fair value of marketable securities is based on the latest bid price of the last working day of the year. The fair value of debt instruments is determined based on yield rates quoted by the Thai Bond Market Association. The fair value of unit trusts is determined from their net asset value. The weighted average method is used for computation of the cost of investments. In the event the Company reclassifies investments from one type to another, such investments will be readjusted to their fair value as at the reclassification date. The differences between the carrying amount of the investments and the fair value on the date of reclassification are recorded as gains or losses in the income statement or recorded as surplus (deficit) from changes in the value of investments in shareholders’ equity, depending on the type of investment which is reclassified. On disposal of an investment, the difference between net disposal proceeds and the carrying amount of the investment is recognised as income or expenses in the income statement. 4.7 Property, plant and equipment and depreciation Land is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and allowance for loss on impairment of assets (if any). Depreciation of plant and equipment is calculated by reference to their costs on the straight-line basis over the following estimated useful lives. Land improvement Buildings and constructions Club houses, swimming pool and play ground Condominium unit for rent Sample houses and sales office Furniture, fixtures and office equipment Motor vehicles Other fixed assets

- 5 - 20 - 20 - 20 - 5 - 5 - 5 - 5

years years years years years years years years

Sand pit land is depreciated based on the quantity of sand excavated. The Company’s engineer has estimated the useful life of such land capable of giving sand 2.9 million cubic meter. (Send pit land is located at Kranchanaburi Province with an area of 155 rai). Depreciation is included in determining income. No depreciation is provided on land and assets under installation. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on disposal of an asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.

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4.8 Intangible assets Intangible assets acquired through business combination are initially recognised at their fair value on the date of business acquisition while intangible assets acquired in other cases are recognised at cost. Following the initial recognition, the intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Intangible assets with finite lives are amortised on a systematic basis over the economic useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method of such intangible assets are reviewed at least at each financial year end. The amortisation expense is charged to the income statement. A summary of the intangible assets with finite useful lives is as follows: Premium on project value Computer software

Useful lives Transferred value of the project 5 years

4.9 Goodwill Goodwill is initially recorded at cost, which equals to the excess of cost of business combination over the fair value of the net assets acquired. If the fair value of the net assets acquired exceeds the cost of business combination, the excess is immediately recognised as gain in the income statement. Goodwill is carried at cost less any accumulated impairment losses. Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Company’s cash-generating units (or group of cash generating units) that are expected to benefit from the synergies of the combination. The Company estimates the recoverable amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods. 4.10 Related party transactions Related parties comprise enterprises and individuals that control, or are controlled by,the Company, whether directly or indirectly, or which are under common control with the Company. They also include associated companies and individuals which directly or indirectly own a voting interest in the Company that gives them significant influence over the Company, key management personnel, directors and officers with authority in the planning and direction of the Company’s operations.

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4.11 Impairment of assets At each reporting date, the Company performs impairment reviews in respect of the property, plant and equipment and other intangible assets whenever events or changes in circumstances indicate that an asset may be impaired. The Company also carries out annual impairment reviews in respect of goodwill. An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the asset’s fair value less costs to sell and its value in use, is less than the carrying amount. In determining value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by a valuation model that, based on information available, reflects the amount that the Company could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal. An impairment loss is recognised in the income statement. In the assessment of asset impairment if there is any indication that previously recognised impairment losses may no longer exist or may have decreased, the Company estimates the asset’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The increased carrying amount of the asset attributable to a reversal of an impairment loss shall not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the income statement. 4.12 Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. 4.13 Operating leases Leases, which a significant portion of the risks and rewards of ownership are not transferred to the lessee, are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statements on a straight-line basis over the lease period. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place.

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4.14 Employee benefits Salaries, wages, bonuses and contributions to the social security fund and provident fund are recognised as expenses when incurred. The Company issued warrants to purchase the ordinary shares to employees of the Company and its subsidiaries. The transactions will be recorded in the financial statements when the warrants are exercised. 4.15 Provisions Provisions are recognised when the Company has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. 4.16 Income tax Income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable profits determined in accordance with tax legislation.

5. Significant accounting judgments and estimates The preparation of financial statements in conformity with generally accepted accounting principles at times requires management to make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates affect reported amounts and disclosures; and actual results could differ from these estimates. Significant judgments and estimates are as follows: Leases In determining whether a lease is to be classified as an operating lease or finance lease, the management is required to use judgement regarding whether significant risk and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement. Allowance for doubtful accounts In determining an allowance for doubtful accounts, the management needs to make judgment and estimates based upon, among other things, past collection history,aging profile of outstanding debts and the prevailing economic condition. Impairment of equity investments The Company treats available-for-sale investments and other investments as impaired when the management judges that there has been a significant or prolonged decline in the fair value below their cost or where other objective evidence of impairment exists. The determination of what is “significant” or “prolonged” requires judgment.

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Property plant and equipment and depreciation In determining depreciation of plant and equipment, the management is required to make estimates of the useful lives and salvage values of the Company’s plant and equipment and to review estimate useful lives and salvage values when there are any changes. In addition, the management is required to review property, plant and equipment for impairment on a periodical basis and record impairment losses in the period when it is determined that their recoverable amount is lower than the carrying cost. This requires judgments regarding forecast of future revenues and expenses relating to the assets subject to the review. Goodwill and intangible assets The initial recognition and measurement of goodwill and intangible assets, and subsequent impairment testing, require management to make estimates of cash flows to be generated by the asset or the cash generating units and to choose a suitable discount rate in order to calculate the present value of those cash flows. Litigation The Company has contingent liabilities as a result of litigation. The Company’s management has used judgment to assess of the results of the litigation and believes that no loss will result. Therefore, no contingent liabilities are recorded as at the balance sheet date.

6. Change in accounting policy for recognition of revenue from sales of real estate In 2010, the Company, its subsidiaries and joint ventures changed its accounting policy for recognition of revenue from sales land and houses and condominium units from the percentage of completion method to recognising revenue in full when ownership is transferred. Sales are thus recognised as revenue in full when the construction work is completed and ownership has been transferred to buyers, after all payments have been received from the buyers. This change was made to accord to the International Financial Reporting Standard, and is in accordance with TAS 18 (revised 2009) “Revenue” which is effective on 1 January 2011. In this regard, the Company, its subsidiaries and joint ventures have restated the previous period’s financial statements as though the revenue from sales of real estate had originally been recognised in full when ownership is transferred. The cumulative effect of the change in accounting policy has been presented under the heading of “Cumulative effect of the change in accounting policy for recognition of revenue from sales of real estate” in the statements of changes in shareholders’ equity. The effects of the change to the balance sheets as at 31 December 2010 and 2009 and the income statements for the years then ended are as follows:

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Annual Report 2010

Asian Property Development Plc.

(Unit: Baht) Consolidated financial statements Separate financial statements 2010 2009 2010 2009 Balance sheets Increase in trade accounts receivable 31,504 31,504 31,504 31,504 Decrease in unbilled receivable (30,832,279) (68,748,541) (30,832,279) (33,186,204) Increase in inventories 116,304,080 220,943,445 32,746,911 172,006,751 Increase in unearned revenue 162,245,684 304,848,561 23,409,700 270,811,605 Decrease in other current liabilities (7,105,632) (825,189) (1,944,069) (334,363) Decrease in retained earnings- unappropriated (69,636,747) (151,796,965) (19,519,495) (131,625,191) Income statements Increase in revenue from sales 183,220,651 203,502,088 249,755,830 143,910,039 Increase in cost of sales 106,409,455 141,922,411 139,259,840 101,715,547 Increase (decrease) in selling expense (specific business tax) (6,191,294) 196,778 (1,609,706) 200,610 Increase in net income attributable to equity holders of the parent 83,002,490 61,382,900 112,105,696 41,993,882 Increase in basic earnings per share (Baht) 0.04 0.03 0.05 0.02 Increase in diluted earnings per share (Baht) 0.04 - 0.05 -

7.

Cash and cash equivalents Cash and cash equivalents as at 31 December 2010 and 2009 consisted of the following: Cash Deposits at banks TMB Treasury Money Fund Total Less: Restricted bank deposits Cash and cash equivalents

(Unit: Baht) Consolidated financial statements Separate financial statements 2010 2009 2010 2009 212,496,091 536,720,538 191,092,360 416,654,860 171,461,825 1,200,238,469 77,615,873 696,287,076 819,015 - 819,015 384,776,931 1,736,959,007 269,527,248 1,112,941,936 (29,362,200) (28,763,766) (23,728,390) (14,551,699) 355,414,731 1,708,195,241 245,798,858 1,098,390,237

As at 31 December 2010, bank deposits in saving accounts and TMB Treasury Money Fund carried interest at 0.25% per annum (2009: saving accounts and fixed deposits carried interests between 0.25 and 1.00% per annum). The above restricted bank deposits are bank deposits that the Company and its subsidiaries have placed with banks to secure letters of guarantee issued by the banks on behalf of the Company and its subsidiaries.

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8.

Trade accounts receivable As at 31 December 2010 and 2009, the outstanding balances of trade accounts receivable were other parties, which are aged on the basis of due date, as follows: (Unit: Baht) Consolidated financial statements Separate financial statements 2010 2009 2010 2010 (Restated) (Restated) Past due period Not yet due 2,852,119 2,083,681 - Overdue Not over 12 months 5,517,395 1,679,897 - 200,000 Over 12 months 16,957,573 16,720,306 16,478,802 16,510,306 Total trade accounts receivable 25,327,087 20,483,884 16,478,802 16,710,306 Less: Allowance for doubtful accounts (16,478,802) (16,588,802) (16,478,802) (16,478,802) Trade accounts receivable - net 8,848,285 3,895,082 - 231,504

9. Inventories

(Unit : Baht) Consolidated financial statements Allowance for diminution in Cost inventory value Inventories - net 2010 2009 2010 2009 2010 2009 (Restated) (Restated) Land 14,564,279,520 11,053,858,537 (29,151,354) (32,139,932) 14,535,128,166 11,021,718,605 Land improvement 491,310,653 297,597,083 - - 491,310,653 297,597,083 Work in progress 4,136,260,576 3,261,539,481 (428,358) (428,358) 4,135,832,218 3,261,111,123 Infrastructures 1,085,012,776 399,040,397 - - 1,085,012,776 399,040,397 Deferred interest expenses 627,750,593 529,191,970 (118,368,574) (123,073,615) 509,382,019 406,118,355 Deferred project development costs 590,515,830 348,458,723 - - 590,515,830 348,458,723 Total 21,495,129,948 15,889,686,191 (147,948,286) (155,641,905) 21,347,181,662 15,734,044,286

(Unit : Baht) Separate financial statements Allowance for diminution in Cost inventory value Inventories - net 2010 2009 2010 2009 2010 2009 (Restated) (Restated) Land 10,491,824,453 8,886,227,019 (10,259,300) (10,259,300) 10,481,565,153 8,875,967,719 Land improvement 446,450,597 249,065,454 - - 446,450,597 249,065,454 Work in progress 3,025,133,730 2,538,551,943 - - 3,025,133,730 2,538,551,943 Infrastructures 1,001,072,261 338,423,020 - - 1,001,072,261 338,423,020 Deferred interest expenses 431,101,718 255,644,620 - - 431,101,718 255,644,620 Deferred project development costs 392,983,802 221,265,514 - - 392,983,802 221,265,514 Total 15,788,566,561 12,489,177,570 (10,259,300) (10,259,300) 15,778,307,261 12,478,918,270

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Annual Report 2010

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Details of the Company’s, subsidiaries’ and joint ventures’ projects on hand are as follows: Consolidated Separate financial statements financial statements 2010 2009 2010 2009 Number of projects on hand at beginning of year 35 33 25 24 Completed projects (12) (8) (10) (6) New projects 18 10 15 7 Projects on hand at end of year 41 35 30 25 Total contracted sales (Million Baht) 44,111 38,669 29,127 25,628 Percentage of total sales of projects on hand 92.02 95.19 89.72 96.24 The Company and its subsidiaries have mortgaged their land, with total net book value as at 31 December 2010 of Baht 14,605.60 million (the Company only: Baht 10,644.17 million), with banks as collateral for overdrafts and loans from those banks, as described in Note 18 and 19. During the years, the Company, its subsidiaries and joint ventures included borrowing costs in cost of inventories. These were determined by applying a capitalisation rate which is the weighted average of the financial charges on total borrowings as follows: Consolidated Separate financial statements financial statements 2010 2009 2010 2009 Borrowing costs included in cost of inventories (Thousand Baht) 375,239 211,479 306,596 138,107 Capitalisation rate (Percent per annum) 4.25 - 6.00 4.00 - 6.25 4.25 - 5.24 4.35 - 5.75

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10. Related party transactions During the years, the Company, its subsidiaries and joint ventures had significant business transactions with related parties. Such transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial terms and bases agreed upon between the Company and those related parties. (Unit: Thousand Baht) For the years ended 31 December Consolidated Separate financial statements financial statements Transfer pricing policy 2010 2009 2010 2009 Transactions with subsidiaries (eliminated from the consolidated financial statements) Sales - - 30,630 12,459 At the contractual price Service income - - 26,700 - At the contractual price Guarantee income - - 1,931 3,674 At the rate of 1% of the average outstanding guarantee balance Rental income - - 1,350 1,350 At the contractual price Interest income - - 85,824 46,411 Interest at rate of 5.85 - 6.00% per annum (2009: 4.00 - 6.25% per annum) Interest expenses - - 51,588 37,714 Interest at rate of 5.85 - 6.00% per annum (2009: 4.00 - 6.25% per annum) Other expenses - - 15,607 9,767 Agreed prices Purchases of land - - 27,000 20,805 At the contractual price Transactions with joint ventures Service income

59,480

40,700

121,387

83,061 At the Contractual price

Transactions with associate and associate’s subsidiary Purchases of construction materials 20,344 19,099 18,819 17,354 Transactions with related companies Purchases of construction materials 6,352 9,638 6,102 9,638 Rental expenses 4,982 4,982 4,982 4,982

Comparable price with third parties Comparable price with third parties At the contractual price

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Annual Report 2010

Asian Property Development Plc.

As at 31 December 2010 and 2009, the balances of the accounts between the Company and those related parties are as follows: (Unit: Baht) Consolidated Separate financial statements financial statements 2010 2009 2010 2009 Interest receivable - related parties Subsidiaries The Value Property Development Co., Ltd. - - 45,227,398 Asian Property (Sukhumvit) Co., Ltd. - - 34,318,632 3,857,862 AP (Ratchada) Co., Ltd. - - 2,831,014 Smart Service & Management Co., Ltd. - - 765,176 1,400,491 AP (Sathon) Co., Ltd. - - 332,811 Thonglor Residence Co., Ltd. - - 201,205 Asian Property (Sathorn) Co., Ltd. - - - 27,954,399 Signature Advisory Partners Ltd - - - 1,014,606 Trillion Development Co., Ltd. - - - 532,078 Asian Property (Krungthep) Co., Ltd. - - - 112,833 Total interest receivable - related parties - - 83,676,236 34,872,269 Short-term loans to related parties Subsidiaries The Value Property Development Co., Ltd. - - 1,511,877,000 Asian Property (Sukhumvit) Co., Ltd. - - 588,064,270 382,564,270 Smart Service & Management Co., Ltd. - - 31,000,000 28,000,000 AP (Sathon) Co., Ltd. - - 17,800,000 Thonglor Residence Co., Ltd. - - 17,000,000 Asian Property (Sathorn) Co., Ltd. - - - 402,500,000 Asian Property (Krungthep) Co., Ltd. - - - 64,000,000 Signature Advisory Partners Ltd. - - - 19,987,000 Trillion Development Co., Ltd. - - - 16,800,000 Total short-term loans to related parties - - 2,165,741,270 913,851,270 Trade accounts payable - related parties Related companies PCM Construction Material Co., Ltd. 2,387,445 2,406,060 2,180,512 2,109,231 Quality Construction Products Plc. - 4,071,108 - 4,071,108 Total trade accounts payable - related parties 2,387,445 6,477,168 2,180,512 6,180,339

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(Unit: Baht) Consolidated Separate financial statements financial statements 2010 2009 2010 2009 Interest payable - related parties Subsidiaries Asian Property Co., Ltd. (company set up after amalgamation) - - 93,096,527 Asian Property (Krungthep) Co., Ltd. - - 2,864,975 AP (Ratchada) Co., Ltd - - 142,520 Asian Property Co., Ltd. - - - 34,147,250 Asian Property (Ratchavipa) Co., Ltd. - - - 7,112,351 Asian Property (Ladphrao) Co., Ltd. - - - 4,814,742 Thonglor Residence Co., Ltd. - - - 455,489 The Value Property Development Co., Ltd. - - - 118,263 Total interest payable - related parties - - 96,104,022 46,648,095 Short-term loans from related parties Subsidiaries Asian Property Co., Ltd. (company set up after amalgamation) - - 827,400,000 AP (Ratchada) Co., Ltd. - - 360,000,000 Asian Property (Krungthep) Co., Ltd. - - 54,400,000 Asian Property (Ratchavipa) Co., Ltd. - - - 301,000,000 Asian Property Co., Ltd. - - - 253,300,000 Asian Property (Ladphrao) Co., Ltd. - - - 145,800,000 The Value Property Development Co., Ltd. - - - 12,000,000 Thonglor Residence Co., Ltd. - - - 9,300,000 Total short-term loans from related parties - - 1,241,800,000 721,400,000 Retention payable - related party Related party Pre-Built Plc. (2009: it was associate) 921,054 921,054 921,054 921,054 Total retention payable - related party 921,054 921,054 921,054 921,054

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Annual Report 2010

Asian Property Development Plc.

During the year 2010, the movements of loans to and loans from related parties were as follows: Short-term loans to related parties Separate financial statements Balance as at During the year Company name 31 December 2009 Increase Decrease Subsidiaries The Value Property Development Co., Ltd. - 2,394,377,000 (882,500,000) Asian Property (Sukhumvit) Co., Ltd. 382,564,270 344,000,000 (138,500,000) Smart Service & Management Co., Ltd. 28,000,000 14,500,000 (11,500,000) AP (Sathon) Co., Ltd. - 55,800,000 (38,000,000) Thonglor Resicence Co., LTd. - 17,000,000 - Asian Property (Sathorn) Co., Ltd. 402,500,000 - (402,500,000) Asian Property (Krungthep) Co., Ltd. 64,000,000 - (64,000,000) Signature Advisory Partners Ltd. 19,987,000 28,300,000 (48,287,000) Trillion Development Co., Ltd. 16,800,000 - (16,800,000) AP (Ratchada) Co., Ltd. - 956,000,000 (956,000,000) SQE Construction Co., Ltd. - 10,000,000 (10,000,000) Total short-term loans to related parties 913,851,270 3,819,977,000 (2,568,087,000)

(Unit: Baht) Balance as at 31 December 2010 1,511,877,000 588,064,270 31,000,000 17,800,000 17,000,000 2,165,741,270

Short-term loans from related parties

(Unit: Baht) Separate financial statements During the year Balance as at Transfer to Balance as at 31 December (from) as a result 31 December Company name 2009 Increase Decrease of amalgamation 2010 Subsidiaries Asian Property Co., Ltd. (company set up after amalgamation) - 445,800,000 (288,000,000) 669,600,000 827,400,000 AP (Ratchada) Co., Ltd. - 428,000,000 (68,000,000) - 360,000,000 Asian Property (Krungthep) Co., Ltd. - 190,900,000 (136,500,000) - 54,400,000 Asian Property (Ratchavipa) Co., Ltd. 301,000,000 - - (301,000,000) Asian Property Co., Ltd. 253,300,000 - (29,500,000) (223,800,000) Asian Property (Ladphrao) Co., Ltd. 145,800,000 - (1,000,000) (144,800,000) The Value Property Development Co., Ltd. 12,000,000 - (12,000,000) - Thonglor Residence Co., Ltd. 9,300,000 - (9,300,000) - SQE Construction Co., Ltd. - 65,000,000 (65,000,000) - Trillion Development Co., Ltd. - 60,000,000 (60,000,000) - Total short-term loans from related parties 721,400,000 1,189,700,000 (669,300,000) - 1,241,800,000

The above loans to and loans from related parties are in the form of promissory notes, which are uncollaterised and due at call. Directors’ and management’s remuneration In 2010 and 2009, the Company had salaries, bonus, meeting allowances and gratuities of its directors and management recognised as expenses totaling Baht 79.6 million and Baht 68.9 million, respectively. Guarantee obligations with related parties The Company had outstanding guarantee obligations with its related parties, as described in Note 31.3 a) to the financial statements.

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11. Investments in subsidiaries

(Unit: Baht)

Separate financial statements Allowance for Dividend received for the Percentage Investment value impairment in Investments in years ended Company name Nature of business Paid-up share capital of shareholding under cost method investments subsidiaries - net 31 December 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 Percent Percent AP (Ratchada) Co., Ltd. Real estate development 430,000,000 - 100 - 839,045,620 - - - 839,045,620 - - AP (Sathon) Co., Ltd. Real estate development 589,238,000 - 100 - 643,511,300 - - - 643,511,300 - - The Value Property Development Co., Ltd. and its subsidiary Real estate development 500,000,000 20,000,000 100 100 499,999,940 19,999,940 - - 499,999,940 19,999,940 - 28,799,914 Asian Property Co., Ltd. (company set up after Real estate development 895,833,900 - 100 - 407,102,839 - - - 407,102,839 - 197,080,000 amalgamation) Asian Property (Krungthep) Co., Ltd. Real estate development 300,000,000 300,000,000 100 100 294,016,000 294,016,000 - - 294,016,000 294,016,000 101,999,796 599,998,800 Thonglor Residence Co., Ltd. and its subsidiary Real estate development 10,000,000 10,000,000 100 100 9,999,940 9,999,940 - - 9,999,940 9,999,940 - 4,449,973 - Asian Property (Sukhumvit) Co., Ltd. Real estate development 10,000,000 10,000,000 100 100 9,999,920 9,999,920 - - 9,999,920 9,999,920 Smart Service & Management Co., Ltd. Service 5,000,000 5,000,000 100 100 4,899,960 4,899,940 (4,899,940) (4,899,940) 20 - - Bangkok CitiSmart Co., Ltd. Service 4,000,000 4,000,000 100 75 4,141,920 3,000,400 - - 4,141,920 3,000,400 9,001,200 1,328,073 Asian Property Co., Ltd. and its subsidiary Real estate development - 660,000,000 - 100 - 191,399,983 - - - 191,399,983 24,960,000 Asian Property (Ratchavipa) Co., Ltd. Real estate development - 85,733,851 - 100 - 92,327,035 - - - 92,327,035 12,211,427 Real estate development - 100,000,000 - 100 - 73,082,527 - - - 73,082,527 9,999,994 27,999,983 Asian Property (Ladphrao) Co.,Ltd. Trillion Development Co., Ltd. Real estate development - 40,000,000 - 100 - 40,143,940 - - - 40,143,940 59,999,910 Asian Property (Sathorn) Co.,Ltd. Real estate development - 10,000,000 - 100 - 9,999,400 - - - 9,999,400 49,997,000 Total investments in subsidiaries 2,712,717,439 748,869,025 (4,899,940) (4,899,940) 2,707,817,499 743,969,085 465,249,327 662,576,743

11.1 Investments in ordinary shares of subsidiaries (Unit: Baht)

paid-up Investment value under Nature of share Percentage of Cost of investment equity method Company name Business capital shareholding 2010 2009 2010 2009 Percent Investment of The Value Property Development Co., Ltd. SQE Construction Co., Ltd. Construction 50,000,000 100 49,999,970 - 46,310,432 Investment of Thonglor Residence Co., Ltd. Signature Advisory Real estate Partners Ltd. development 1,000,000 100 1,100,000 1,100,000 3,857,758 5,188,989 Investment of Asian Property Co., Ltd. Asian Property Holding Co., Ltd. Asset management 100,000 - - 99,940 - 119,842

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Annual Report 2010

Asian Property Development Plc.

11.2 Changes in investments in subsidiaries a) On 17 March 2010, the meeting of the Board of Directors of Asian Property (Ladphrao) Company Limited approved to sell 348 ordinary shares of AsianProperty (Ratchavipa) Company Limited to the Company at the price of Baht 43.07 each, or a total of Baht 14,988. b) On 17 March 2010, the meeting of the Board of Directors of Asian Property (Krungthep) Company Limited approved to sell 348 ordinary shares of Asian Property (Ratchavipa) Company Limited to the Company at the price of Baht 43.07 each, or a total of Baht 14,988. c) On 17 March 2010, the meeting of the Board of Directors of Asian Property Company Limited approved to sell 9,994 ordinary shares of Asian Property Holding Company Limited to the Company at the price of Baht 12 each, or a total of Baht 119,928. d) On 29 June 2010, the meeting of the Company’s Board of Directors approved to purchase 99,958 ordinary shares of Bangkok CitiSmart Company Limited from the existing shareholder at the price of Baht 11.42 each, or a total of Baht 1.1 million. As the result, the Company’s shareholding in that company increased from 75% to 100%. 11.3 Changes in share capital a) On 13 April 2010, the Extraordinary General Meeting of the shareholders of Asian Property (Sathorn) Company Limited approved to amend the Memorandum of Association to adjust par value of share from Baht 100 per share to Baht 10 per share, or the registered share capital of Baht 10 million (1 million ordinary shares of Baht 10 each). The subsidiary amended the Memorandum of Association to adjust the par value of share with the Ministry of Commerce on 19 April 2010. b) On 13 April 2010, the Extraordinary General Meeting of the shareholders of Asian Property (Ratchavipa) Company Limited passed the following resolutions. 1) Approved to increase the subsidiary’s registered share capital by Baht 49 (7 ordinary shares of Baht 7 each) from Baht 85,733,851 (12,247,693 ordinary shares of Baht 7 each) to Baht 85,733,900 (12,247,700 ordinary shares of Baht 7 each) and amend the Memorandum of Association. 2) Approved to amend the Memorandum of Association to adjust par value of share from Baht 7 per share to Baht 10 per share, or the registered share capital of Baht 85,733,900 (8,573,390 ordinary shares of Baht 10 each).

The subsidiary registered the share capital increase and the amendment of the Memorandum of Association with the Ministry of Commerce on 19 April 2010. c) On 19 October 2010, the Extraordinary General Meeting of the shareholders of AP (Ratchada) Company Limited approved to decrease the subsidiary’s registered share capital by Baht 305 million (30.5 million ordinary shares of Baht 10 each) from Baht 735 million (73.5 million ordinary shares of Baht 10 each) to Baht 430 million (43 million ordinary shares of Baht 10 each) and amend the Memorandum of Association. The subsidiary registered the share capital decrease with the Ministry of Commerce on 19 November 2010.

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d) On 25 November 2010, the Extraordinary General Meeting of the shareholders of The Value Property Development Company Limited approved to increase the subsidiary’s registered share capital by Baht 480 million (48 million ordinary shares of Baht 10 each) from Baht 20 million (2 million ordinary shares of Baht 10 each) to Baht 500 million (50 million ordinary shares of Baht 10 each). The subsidiary registered the share capital increase with the Ministry of Commerce on 26 November 2010. 11.4 Amalgamation On 23 April 2010, the Annual General Meeting of the shareholders of the Company’s subsidiaries approved the amalgamation of the following subsidiaries. 1. Asian Property (Ratchavipa) Company Limited 2. Asian Property (Sathorn) Company Limited 3. Asian Property (Ladphrao) Company Limited 4. Asian Property Company Limited 5. Asian Property Holding Company Limited 6. Trillion Development Company Limited On 30 June 2010, the above subsidiaries registered their amalgamation with the Ministry of Commerce under the new company name of “Asian Property Company Limited”. These subsidiaries were therefore dissolved on that date and the merged company has assumed all assets, liabilities, rights, duties, and obligations of both companies by law. The transferred assets and liabilities are based on the net book value of 30 June 2010. The above amalgamation involved the allocation of shares of the new company to the shareholders of the amalgamated companies, with the number of shares allocated equal to the total number of shares in issue of the six companies, which equal to 63,583,390 ordinary shares with a par value of Baht 10 each and 26,000,000 preference shares with a par value of Baht 10 each. The allocation ratio is 1 share in the new company for each share of the old subsidiary companies 11.5 Establishment of new company On 29 June 2010, the meeting of the Company’s Board of Directors passed a resolution to establish SQE Construction Company Limited. It has registered capital of Baht 50 million, comprising 5 million ordinary shares of Baht 10 each and the Company holds 99.99% interest. This company registered its establishment with the Ministry of Commerce on 9 July 2010. On 20 October 2010, the meeting of the Company’s Board of Directors passed a resolution to sell 4,999,997 ordinary shares of SQE Construction Company Limited to The Value Property Development Company Limited at the price of Baht 10 each, or a total of Baht 49,999,970. The Company transferred the aforesaid shares to The Value Property Development Company Limited on 1 November 2010.

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Annual Report 2010

Asian Property Development Plc.

12. Investments in joint ventures 12.1 Details of investments in joint ventures Investments in joint ventures represent investments in entities which are jointly controlled by the Company and other companies. Details of these investments were as follows: Separate financial statements Joint ventures Nature of Percentage of Investment value under business shareholding cost method 2010 2009 2010 2009 Percent Percent Baht Baht AP (Ratchada) Co., Ltd. (formerly known as “AP Pacific Star (Ratchada) Real estate Co., Ltd.”) development - 51 - 290,669,330 AP (Sathon) Co., Ltd. (formerly known as “AP Pacific Star (Sathon) Real estate Co., Ltd.”) development - 51 - 264,784,280 Total investments in joint ventures - 555,453,610

12.2 Summarised financial information of joint ventures The proportionate shares of the assets, liabilities, revenues and expenses of the joint ventures are as follows: AP (Ratchada) Co., Ltd. As at 31 December 2010 2009 (Restated) Current assets - 686 Non-current assets - - Total assets - 686 Current liabilities Non-current liabilities Total liabilities Net assets

- - - -

(172) (325) (497) 189

AP (Ratchada) Co., Ltd. For the years ended 31 December 2010 2009 (Restated) Revenues 2 2 Selling expenses (15) (28) Administrative expenses (12) (16) Finance cost - - Net loss (25) (42)

112

(Unit: Million Baht)

AP (Sathon) Co., Ltd. As at 31 December 2010 2009 - - -

510 1 511

- - - -

(68) (242) (310) 201 (Unit: Million Baht)

AP (Sathon) Co., Ltd. For the years ended 31 December 2010 2009 1 (45) (11) (1) (56)

(20) (18) (4) (42)


12.3 On 16 January 2009, the meeting of the Board of Directors of AP (Ratchada) Company Limited passed a resolution to call for additional share subscription payment at 25.13% of the increased Baht 350 million registered capital, as approved by the Extraordinary General Meeting of the shareholders on 19 September 2008, or a total of approximately Baht 87.9 million. The Company paid for its proportionate investment of approximately Baht 44.8 million.

On 12 January 2010, the meeting of the Board of Directors of AP (Ratchada) Company Limited passed a resolution to call for additional share subscription payment at 28.58% of the above increased registered capital, or a total of Baht 100.0 million. The Company paid for its proportionate investment of approximately Baht 51.0 million.

12.4 On 16 January 2009, the meeting of the Board of Directors of AP (Sathon) Company Limited passed a resolution to call for additional share subscription payment at 18.63% of the increased Baht 570 million registered capital, as approved by the Extraordinary General Meeting of the shareholders on 14 March 2008, or a total of approximately Baht 106.2 million. The Company paid for its proportionate investment of approximately Baht 54.2 million.

On 12 January 2010, the meeting of the Board of Directors of AP (Sathon) Company Limited passed a resolution to call for additional share subscription payment at 12.29% of the above increased registered capital or a total of Baht 70.1 million. The Company paid for its proportionate investment of approximately Baht 35.7 million.

12.5 On 13 September 2010, the meeting of the Company’s Board of Directors passed a resolution to purchase 36.015 million ordinary shares of AP (Ratchada) Company Limited from AREPDF Evergreen RAT Limited at the price of Baht 13.5777 each, or a total of Baht 489.0 million

On 1 October 2010, the Company purchased the aforesaid shares. As a result, the Company’s shareholding in that company increased from 51.00% to 99.99% and that company becomes the subsidiary of the Company. As approved by the Extraordinary General Meeting of the shareholders of this subsidiary on 1 October 2010, the subsidiary registered to change its name from AP Pacific Star (Ratchada) Company Limited to AP (Ratchada) Company Limited with the Ministry of Commerce on 1 October 2010.

12.6 On 13 September 2010, the meeting of the Company’s Board of Directors passed a resolution to purchase 31.85 million ordinary shares of AP (Sathon) Company Limited from AREPDF Evergreen SAT Limited at the price of Baht 10.7692 each, or a total of Baht 343.0 million

On 1 October 2010, the Company purchased the aforesaid shares. As a result, the Company’s shareholding in that company increased from 51.00% to 99.99% and that company becomes the subsidiary of the Company. As approved by the Extraordinary General Meeting of the shareholders of this subsidiary on 1 October 2010, the subsidiary registered to change its name from AP Pacific Star (Sathon) Company Limited to AP (Sathon) Company Limited with the Ministry of Commerce on 1 October 2010.

12.7 Purchase of investment in subsidiary

As described in Note 12.5 and 12.6, the Company acquired all investments in AP (Ratchada) Co., Ltd. and AP (Sathorn) Co., Ltd. from the existing shareholders of both companies, and those companies become the subsidiaries of the Company. The carrying amounts of their assets and liabilities at the acquisition date were as follows:

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Annual Report 2010

Asian Property Development Plc.

Cash and cash equivalents Inventories Deposits for construction materials Other current assets Equipment - net Other non-current assets Trade accounts payable Unearned revenue Other current liabilities Long-term loans Other non-current liabilities Net assets Add: Premium on project value Cash payment for purchase of investments Less: Cash and cash equivalents of subsidiaries Net cash paid for acquisition of subsidiaries

(Unit: Baht) 46,149,080 1,388,380,139 46,899,703 15,567,011 521,718 164,607 (22,552,180) (354,734,072) (3,964,289) (723,544,909) (13,093,768) 379,793,040 452,206,960 832,000,000 (46,149,080) 785,850,920

13. Investment in associate 13.1 Details of associate:

(Unit: Baht) Consolidated Separate financial statements financial statements Percentage of Investment value Investment value Company Nature of business shareholding under equity method under cost method 2010 2009 2010 2009 2010 2009 Percent Percent Pre-Built Plc. and its subsidiaries Construction - 24 - 131,487,060 - 59,727,214 Total investment in associate - 131,487,060 - 59,727,214

Company Pre-Built Plc. and its subsidiaries Total

114

(Unit: Baht) Consolidated Separate financial statements financial statements Share of income from Dividend received Investment in associate for for the years ended the years ended 31 December 31 December 2010 2009 2010 2009 9,036,815 3,454,484 2,401,945 2,401,945 9,036,815 3,454,484 2,401,945 2,401,945


13.2

During the current year, the Company sold 7.7 million ordinary shares of the associated company to outsider, representing 3.83% of the paid-up capital, at the average price of Baht 3.1042 each, or a total of Baht 24,007,598 million. The Company recognised gain from sales of investments of approximately Baht 1.8 million in the consolidated income statement for the year ended 31 December 2010 (the Company only: Baht 14.4 million). As a result, the shareholding investment of the Company in the associated company was reduced to be 19.96%. On 12 October 2010, the Company reclassified the above investment from investment in associate to other long-term investment since the Company has not had any significant influence over the associate company. Fair value of investment at the reclassification date was approximately Baht 124.9 million, whilst the book value in the consolidated and separate financial statements was approximately Baht 116.0 million and Baht 50.1 million, respectively. The differences were recorded in”Revaluation surplus from changes in value of investments” in the shareholders’ equity.

14. Other long-term investments

(Unit: Baht)

Percentage of Consolidated separate shareholding financial statements financial statements 2010 2009 2010 2009 2010 2009 Percent Percent Cost Investments in related companies Pre-Built Plc. 19.96 - 116,003,647 - 50,111,583 Quality Construction Products Plc. - 14.97 - 135,243,355 - 135,243,355 Investment in other company Asia Recovery Property Fund 1 - - 24,996 36,111 - Total 116,028,643 135,279,466 50,111,583 135,243,355 Add: Revaluation surplus from changes in value of investments 10,554,046 33,611,759 76,446,111 33,611,759 Fair value 126,582,689 168,891,225 126,557,694 168,855,114

On 6 February 2010, the major shareholders of Quality Construction Products Plc., which included Asian Property Development Plc., Quality Houses Plc. and Land and Houses Plc., entered into a memorandum of understanding (“MOU”) with respect to the sale of a total of 204 million shares, representing 51 percent of all issued shares of Quality Construction Products Plc., to SCG Building Materials Co., Ltd., (which is 100% owned by Siam Cement Plc.). The Company sold its 14.97% shareholding or 59,877,700 shares it held in this company, at the price of Baht 4.0 each, or a total of Baht 239,510,800. On 23 February 2010, Asian Property Development Plc., Quality Houses Plc. and Land and Houses Plc. entered into the share purchase agreement. The Company had transferred the aforesaid shares to SCG Building Materials Co., Ltd. on 24 February 2010, and incurred gain from sales of investment of approximately Baht 104.3 million, which was included in the income statements for the year ended 31 December 2010.

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Asian Property Development Plc.

15. Land and cost of project held for development

(Unit: Baht) Consolidated financial statements 2010 2009 Land 128,619,698 118,585,777 Land improvement 1,599,262 Infrastructure 3,476,794 Deferred interest expenses 96,334,601 91,991,791 Deferred expenses 529,630 529,630 Total 230,559,985 211,107,198 Less: Allowance for impairment loss (128,153,785) (120,822,398) Land and cost of project held fo development - net 102,406,200 90,284,800 The subsidiaries have mortgaged land, with total net book value as at 31 December 2010 of Baht 10.6 million (2009: Baht 90.3 million), with banks as collateral for their overdrafts long-term loans, as described in Note 18 and 19.

16. Property, plant and equipment

(Unit: Baht)

Consolidated financial statements Club houses, swimming Sample Furniture, Assets Land and Buildings and pool and Condominium houses and fixtures and Other fixed under improvement constructions play ground unit for rent sales office equipment Vehicles assets installation Total Cost: 31 December 2009 55,800,563 4,084,433 42,473,791 - 5,141,367 97,185,846 1,504,915 26,183,354 9,067,975 241,442,244 Additions - - - - - 19,385,584 - 11,815,461 17,472,749 48,673,794 Acquisition of subsidiaries during the year - - - - - 684,694 - 58,199 - 742,893 Write-off - - - - (4,553,588) (5,779,990) (23,000) (1,311,778) - (11,668,356) Transfer from inventories - - - 24,478,667 - - - - - 24,478,667 Transfer in (out) - - - - - 17,890,224 - - (17,890,224) 31 December 2010 55,800,563 4,084,433 42,473,791 24,478,667 587,779 129,366,358 1,481,915 36,745,236 8,650,500 303,669,242 Accumulated depreciation: 31 December 2010 8,557,709 2,663,921 33,064,887 - 5,141,362 29,721,438 1,480,822 14,713,697 - 95,343,836 Depreciation for the year - 204,221 501,327 412,449 - 21,060,944 24,086 5,118,682 - 27,321,709 Acquisition of subsidiaries during the year - - - - - 206,012 - 15,163 - 221,175 Write-off - - - - (4,553,584) (4,541,667) (22,999) (1,299,876) - (10,418,126) 31 December 2010 8,557,709 2,868,142 33,566,214 412,449 587,778 46,446,727 1,481,909 18,547,666 - 112,468,594 Allowance for impairment loss: 31 December 2009 29,843,654 1,218,062 5,693,575 - - - - - - 36,755,291 Reversal of allowance for impairment loss (695,752) (865,433) - - - - - - - (1,561,185) 31 December 2010 29,147,902 352,629 5,693,575 - - - - - - 35,194,106 Net book value: 31 December 2009 17,399,200 202,450 3,715,329 - 5 67,464,408 24,093 11,469,657 9,067,975 109,343,117 31 December 2010 18,094,952 863,662 3,214,002 24,066,218 1 82,919,631 6 18,197,570 8,650,500 156,006,542 Depreciation for the year: 2009 (included in the administrative expenses) 21,957,925 2010 (included in the administrative expenses) 27,321,709

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(Unit: Baht) Separate financial statements Furniture, Land and Buildings and Condominium fixtures and Other fixed Assets under improvement constructions unit for rent equipment Motor vehicles assets installation Total Cost: 31 December 2009 55,800,563 4,084,433 - 81,630,615 627,000 20,146,068 9,067,975 171,356,654 Additions - - - 14,995,322 - 8,004,440 7,620,187 30,619,949 Write-off - - - (2,435,397) - (859,764) - (3,295,161) Transfer from inventories - - 24,478,667 - - - - 24,478,667 Transfer in (out) - - - 13,317,662 - - (13,317,662) 31 December 2010 55,800,563 4,084,433 24,478,667 107,508,202 627,000 27,290,744 3,370,500 223,160,109 Accumulated depreciation: 31 December 2009 8,557,709 2,663,921 - 22,644,697 626,999 11,124,006 - 45,617,332 Depreciation for the year - 204,221 412,449 18,321,242 - 3,907,721 - 22,845,633 Write-off - - - (1,700,872) - (853,739) - (2,554,611) 31 December 2010 8,557,709 2,868,142 412,449 39,265,067 626,999 14,177,988 - 65,908,354 Allowance for impairment loss: 31 December 2009 29,843,654 1,218,062 - - - - - 31,061,716 Reversal of allowance for impairment loss (695,752) (865,433) - - - - - (1,561,185) 31 December 2010 29,147,902 352,629 - - - - - 29,500,531 Net book value: 31 December 2009 17,399,200 202,450 - 58,985,918 1 9,022,062 9,067,975 94,677,606 31 December 2010 18,094,952 863,662 24,066,218 68,243,135 1 13,112,756 3,370,500 127,751,224 Depreciation for the year: 2009 (included in the administrative expenses) 17,843,011 2010 (included in the administrative expenses) 22,845,633 As at 31 December 2010 and 2009, there were unused land, buildings and club houses held for sales with the net book value of Baht 57.4 million and Baht 58.1 million, respectively (the Company only: Baht 48.5 million and Baht 48.7 million, respectively). However, the Company and its subsidiaries had recorded allowance for impairment loss of Baht 35.2 million (the Company only: Baht 29.5 million) based on the recoverable amount of these assets. As at 31 December 2010 and 2009, certain plant and equipment items of the Company and its subsidiaries have been fully depreciated but are still in use. The gross carrying amount (before deducting accumulated depreciation and allowance for impairment loss) of those assets amounted to approximately Baht 33.5 million and Baht 2.3 million, respectively (the Company only: Baht 7.1 million and Baht 0.8 million, respectively).

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Asian Property Development Plc.

17. Intangible assets (Unit: Baht) Separate financial statements Computer software Total

Consolidated financial statements Computer Premium on software project value Total Cost: 1 January 2009 18,107,221 - 18,107,221 16,927,721 16,927,721 Transfer from equipment 2,568,000 - 2,568,000 2,568,000 2,568,000 Acquisition 836,500 - 836,500 802,500 802,500 31 December 2009 21,511,721 - 21,511,721 20,298,221 20,298,221 Acquisition 45,953,546 - 45,953,546 45,953,546 45,953,546 Acquisition of subsidiaries - 452,206,960 452,206,960 - Write off (15,196,969) - (15,196,969) (15,196,969) (15,196,969) 31 December 2010 52,268,298 452,206,960 504,475,258 51,054,798 51,054,798 Accumulated amortisation: 1 January 2009 3,007,600 - 3,007,600 2,973,910 2,973,910 Amortisation for the year 2009 4,027,297 - 4,027,297 3,786,311 3,786,311 31 December 2009 7,034,897 - 7,034,897 6,760,221 6,760,221 Amortisation for the year 2010 6,124,977 144,700,000 150,824,977 5,882,277 5,882,277 Write off (6,748,404) - (6,748,404) (6,748,404) (6,748,404) 31 December 2010 6,411,470 144,700,000 151,111,470 5,894,094 5,894,094 Net book value: 31 December 2009 14,476,824 - 14,476,824 13,538,000 13,538,000 31 December 2010 45,856,828 307,506,960 353,363,788 45,160,704 45,160,704 Amortisation for the year: 2009 (included in the administrative expenses) 4,027,297 3,786,311 2010 (included in the administrative expenses) 150,824,977 5,882,277

Premium on project value was incurred from the acquisition of two subsidiaries as discussed in Note 12.7. The amount represented the excess of cost of investments over the net assets of the subsidiaries at the acquisition date. The Company expects to gain benefit from projects of these two subsidiaries in the future and has identified such excess as premium on project value which is amortised in accordance with the transferred value of the condominium units of the subsidiaries’ projects.

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18. Short-term loans from financial institutions

Short-term loans from financial institutions as at 31 December 2010 and 2009 comprised the following:

(Unit: Baht)

Consolidated Separate financial statements financial statements Interest rate 2010 2009 2010 2009 (percent per annum) Promissory notes 3.75 - 3.85 570,000,000 15,300,000 570,000,000 Bill of exchanges 2.37 - 2.50 1,070,000,000 - 1,070,000,000 Total 1,640,000,000 15,300,000 1,640,000,000 Less: Prepaid interest expenses (6,352,279) - (6,352,279) Short-term loans from financial institutions 1,633,647,721 15,300,000 1,633,647,721 -

Bank overdrafts and short-term loans from financial institutions of the Company and its subsidiaries are secured by the mortgage of land of certain projects of the Company and its subsidiaries and are guaranteed by the Company.

19. Long-term loans

Long-term loans as at 31 December 2010 and 2009 can be summarised as follows: (Unit: Baht) Significant terms and conditions of loan agreement Outstanding long-term loan amount Credit Current Non-current No. Lender facilities Repayment term Collateral Interest rate portion portion Total (Thousand Baht) (Percent per annum) 2010 The Company 1. Bank 13,141,295 At 60 - 70 percent of The mortgage of MLR-2.00 192,000,000 334,692,480 526,692,480 selling price upon land and to MLR-1.25 release of the mortgage construction and due within thereon 2011- 2013 Total loan of the Company 192,000,000 334,692,480 526,692,480 Subsidiaries Asian Property (Sukhumvit) Co., Ltd. 1. Bank 806,000 At 70 percent of The mortgage MLR-1.50 34,000,000 - 34,000,000 selling price upon of land and to MLR-0.75 release of the mortgage construction and due within thereon 2011-2013 AP (Sathon) Co., Ltd. 2. Bank 1,430,000 At 70 percent of The mortgage MLR-1.50 - 472,500,000 472,500,000 selling price upon of land and to MLR-0.75 release of the construction mortgage and due thereon within 2012 Total loans of the subsidiaries 34,000,000 472,500,000 506,500,000 Total loans of the Company and its subsidiaries 226,000,000 807,192,480 1,033,192,480

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Asian Property Development Plc.

Significant terms and conditions of loan agreement Credit No. Lender facilities Repayment term Collateral Interest rate (Thousand (Percent per Baht) annum) 2009 The Company 1. Bank 7,662,650 At 65 - 70 percent The mortgage MLR-1.50 of selling price of land and to MLR-0.75 upon release construction of the mortgage thereon and due within 2010- 2013 Total loan of the Company

(Unit: Baht)

Outstanding long-term loan amount Current Non-current portion portion Total

20,000 634,011,000 634,031,000

20,000 634,011,000 634,031,000

Subsidiary Asian Property (Sukhumvit) Co., Ltd. 1. Bank 806,000 At 70 percent The mortgage MLR-1.50 - 234,000,000 234,000,000 of selling price of land and to MLR-0.75 upon release of construction the mortgage and thereon due within 2011 Total loan of the subsidiary - 234,000,000 234,000,000 Joint ventures AP (Ratchada) Co., Ltd. 1. Bank 1,354,000 At 70 percent The mortgage of MLR-1.50 - 317,701,658 317,701,658 of selling price land and to MLR-0.75 upon release of construction the mortgage and thereon due within 2012 AP (Sathon) Co., Ltd. 1. Bank 1,430,000 At 70 percent The mortgage of MLR-1.50 - 240,974,992 240,974,992 of selling price land and to MLR-0.75 upon release of construction the mortgage and thereon due within 2012 Total loans of the joint ventures - 558,676,650 558,676,650 Total loans of the Company, its subsidiaries and the joint ventures 20,000 1,426,687,650 1,426,707,650 These loan agreements contain covenants and restrictions imposed by the lenders on the Company and its subsidiaries, related to such matters as the maintenance of debt-service-coverage ratio according to the agreements.

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20. Debentures

Debentures, which are unsubordinated, unsecured debentures with registered name, as at 31 December 2010 and 2009 were summarised below.

Name of debenture Fixed interest Period Maturity date

Consolidated and separate financial statements Unit Amount 2010 2009 2010 2009 Units Units Units Units

AP107A 4.90% p.a. 3 years 19 July 2010 - 1,500,000 - 1,500,000,000 AP117A 5.30% p.a. 4 years 19 July 2011 1,000,000 1,000,000 1,000,000,000 1,000,000,000 AP118A 5.00% p.a. for the first year 6.00% p.a. for the second year 7.00% p.a. for the third year 3 years 8 August 2011 1,000,000 1,000,000 1,000,000,000 1,000,000,000 AP122A 5.50% p.a. for year 1 - 1.5 5 February 2012 1,000,000 1,000,000 1,000,000,000 1,000,000,000 6.00% p.a. for year 1.5 - 3 3 years AP127A 5.00% p.a. 3 Years 24 July 2012 1,000,000 1,000,000 1,000,000,000 1,000,000,000 AP132A 4.90% p.a. 3 years and 5 months 15 February 2013 1,000,000 1,000,000 1,000,000,000 1,000,000,000 AP138A 3.80% p.a. 3 years and 6 months 4 August 2013 500,000 - 500,000,000 AP139A 3.80% p.a. 3 years, 7 months 30 September 2013 and 26 days 1,000,000 - 1,000,000,000 AP141A 3.50% p.a. 3 years and - 1,000,000,000 6 months 19 January 2014 1,000,000 AP157A 4.00% p.a. 4 years, 11 months and 4 days 9 July 2015 500,000 - 500,000,000 Total 8,000,000,000 6,500,000,000 Less: Current portion (2,000,000,000) (1,500,000,000) Debentures - net of current portion 6,000,000,000 5,000,000,000 Movements in the debenture account during the year ended 31 December 2010 are summarised below.

(Unit: Baht) Consolidated and separate financial statements Balance as at 31 December 2009 6,500,000,000 Add: Debentures issued during the year 3,000,000,000 Less: Repayment during the year (1,500,000,000) Balance as at 31 December 2010 8,000,000,000

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20.1 According to the resolution of the Annual General Meeting of the Company’s shareholders held on 1 April 2004 and on 21 April 2006, which approved the issuing and offering of debentures not over Baht 3,000 million, the Company had in July 2007 issued and offered 2.5 million units of unsubordinated, unsecured debentures with debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 2,500 million. Such debentures were offered to the public and institutional investors, separating into 2 parts of the offering. The first 1.5 million units were issued and offered at the offering price of Baht 1,000 each, amounting to Baht 1,500 million, with the 3-year term of the fixed interest rate of 4.90% per annum. The interest payment is made quarterly and the debentures will be redeemed on 19 July 2010. The another 1.0 million units were issued and offered at the offering price of Baht 1,000 each, amounting to Baht 1,000 million, with the 4-year term at the fixed interest rate of 5.30% per annum. The interest payment is made quarterly and the debentures are due for redemption on 19 July 2011. 20.2 According to the resolution of the Annual General Meeting of the Company’s shareholders held on 28 April 2008, which approved the issuing and offering of debentures not over Baht 2,000 million, the Company had in August 2008 issued and offered 1 million units of unsubordinated, unsecured debentures, with debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 1,000 million, to the public and institutional investors. The debentures have the maturity period of 3 years and bear the fixed interest rate of 5.00% per annum for the first year, 6.00% per annum for the second year, and 7.00% per annum for the third year. The interest payment is made quarterly and the debentures are due for redemption on 8 August 2011. 20.3 According to the resolution of the Annual General Meeting of the Company’s shareholders held on 28 April 2008, the Company had on 5 February 2009 issued and offered 1.0 million units of unsecured, named, unsubordinated debentures, with debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 1,000 million, to the public and institutional investors. The debentures have 3-year term from the date of issuance and bear the fixed interest rate of 5.50% per annum for the first and a half year, and 6.00% per annum for the remaining one and a half year period. The interest payment is made quarterly and the debentures are due for redemption on 5 February 2012. 20.4 According to the resolution of the Annual General Meeting of the Company’s shareholders held on 24 April 2009, which approved the issuing and offering of debentures not over Baht 4,000 million, the Company had on 24 July 2009 issued and offered 1.0 million units of unsecured, named, unsubordinated debentures, without debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 1,000 million, to the private placement which is not more than 10 investors. The debentures have 3-year term from the date of issuance and bear the fixed interest rate of 5.00% per annum. The interest payment is made every six months and the debentures are due for redemption on 24 July 2012. 20.5 According to the resolution of the Annual General Meeting of the Company’s shareholders held on 24 April 2009, the Company had on 15 September 2009 issued and offered 1.0 million units of unsecured, named, unsubordinated debentures, without debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 1,000 million, to the private placement which is not more than 10 investors. The debentures have 3-year and 5-month term from the date of issuance and bear the fixed interest rate of 4.90% per annum. The interest payment is made every 15 March and 15 September and the debentures are due for redemption on 15 February 2013 20.6 According to the resolution of the Annual General Meeting of the Company’s shareholders held on 24 April 2009, the Company had on 4 February 2010 issued and offered debentures as follows:

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a) Issued and offered 0.5 million units of unsecured, named, unsubordinated debentures, with de bentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 500 million, to the public and institutional investors. The debentures have 3-year and 6-month term from the date of issuance and bear the fixed interest rate of 3.80% per annum. The interest payment is to be made quarterly and the debentures are due for redemption on 4 August 2013. b) Issued and offered 1.0 million units of unsecured, named, unsubordinated debentures, with debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 1,000 million, to the private placement. The debentures have 3-year, 7-month and 26-day term from the date of issuance and bear the fixed interest rate of 3.80% per annum. The interest payment is to be made quarterly and the debentures are due for redemption on 30 September 2013. 20.7 According to the resolution of the Annual General Meeting of the Company’s shareholders held on 27 April 2010, which approved the issuing and offering of debentures, amounting to not over Baht 4,000 million, the Company had on 19 July 2010 had issued and offered debentures according to the resolution of the Annual General Meeting of the Company’s shareholders held on 27 April 2010 by issuing and offering 1.0 million units of unsubordinated, unsecured debentures at the offering price of Baht 1,000 each, amounting to Baht 1,000 million. The debentures have 3-year and 6-month term and bear the fixed interest rate of 3.50% per annum. Such debentures were offered to the public and/or institutional investors. The interest payment is to be made quarterly and the debentures are due for redemption on 19 January 2014. 20.8 On 5 August 2010, the Company issued and offered debentures according to the resolution of the Annual General Meeting of the Company’s shareholders held on 27 April 2010 by issuing and offering 0.5 million units of unsubordinated, unsecured debentures at the offering price of Baht 1,000 each, amounting to Baht 500 million. The debentures have 4-year, 11-month and 4-day term and bear the fixed interest rate of 4.00% per annum. Such debentures were offered to the private placement. The interest payment is to be made quarterly and the debentures are due for redemption on 9 July 2015. These debentures contain certain covenants and restrictions that the Company has to comply with, such as the maintenance of total debt to equity ratio not exceeding 2:1.

21. Share capital 21.1 On 24 April 2009, the Annual General Meeting of the Company’s shareholders passed the following resolutions. 1. Approved to decrease the Company’s uncalled share capital by Baht 82 million (82 million ordinary shares of Baht 1 each) from the registered share capital of Baht 2,425.2 million (2,425.2 million ordinary shares of Baht 1 each) to Baht 2,343.2 million (2,343.2 million ordinary shares of Baht 1 each). 2. Approved to increase the Company’s registered share capital by Baht 48.7 million from Baht 2,343.2 million (2,343.2 million ordinary shares of Baht 1 each) to Baht 2,391.9 million (2,391.9 million ordinary shares of Baht 1 each) to reserve for the exercise of warrants to be issued to employees of the Company and its subsidiaries, according to the Employee Stock Option Plan of the Company and its subsidiaries. The Company registered the share capital increase with the Ministry of Commerce on 25 May 2009. 21.2 On 27 April 2010, the Annual General Meeting of the Company’s shareholders approved to decrease the Company’s registered share capital by Baht 8.6 million (8.6 million ordinary shares of Baht 1 each) from the registered share capital of Baht 2,391.9 million (2,391.9 million ordinary shares of Baht 1 each) to Baht 2,383.3 million (2,383.3 million ordinary shares of Baht 1 each). The Company registered the share capital decrease with the Ministry of Commerce on 10 May 2010

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As at 31 December 2010, the remaining balance of warrants were as follows: Warrants as at 8 March 2010 Less: Warrants exercised during the year Warrants as at 31 December 2010

Number of units 48,680,463 (8,723,600) 39,956,863

The above exercising of warrants resulted in a share premium between the exercise price and the par value of ordinary share of approximately Baht 17.4 million, which was presented as “Share premium” in the shareholders’ equity.

23. Share premium (discount) On 27 April 2010, the Annual General Meeting of the Company’s shareholders approved to offset the Company’s share discount against its retained earnings. As at 31 December 2009, the Company’s share discount after net with its share premium is summarised below. (Unit: Baht) Amount Share discount (1,007,858,586) Share premium 154,752,526 Share discount - net (853,106,060) The Company had offset net share discount amounting to Baht 853,106,060 against its retained earnings based on the financial statements as at 31 December 2009, but with no effect to the shareholders’ equity. The offsetting is made to reduce the complication of the Company’s financial statements and to ease the understanding of the investors and the users of financial statements.

24. Statutory reserve Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside to a statutory reserve at least 5 percent of its net income after deducting accumulated deficit brought forward (if any), until the reserve reaches 10 percent of the registered capital. The statutory reserve is not available for dividend distribution.

25. Expenses by nature Significant expenses by nature are as follows: (Unit: Baht) Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (Restated) (Restated) Construction and infrastructure costs 5,379,845,905 5,385,320,367 4,078,477,215 4,199,857,149 Land cost 2,969,500,895 2,589,186,312 2,272,184,135 2,056,009,605 Salary and wages and other employee benefits 425,489,460 357,127,756 357,189,673 289,745,141 Advertising and promotion expenses 571,347,397 450,347,333 486,877,904 329,625,995 Rental expenses from operating lease agreements 33,548,419 29,106,787 27,314,048 22,917,311 Depreciation 27,321,709 21,957,925 22,845,633 17,843,011 Amortisation 150,824,977 4,027,297 5,882,277 3,786,311

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26. Corporate income tax Corporate income tax for the years ended 31 December 2010 and 2009 were calculated from net income after adjusting share of income from investment accounted for under equity method and adding back certain expenses which are disallowed for tax computation purposes.

27. Earnings per share Basic earnings per share is calculated by dividing net income for the year by the weighted average number of ordinary shares in issue during the year. Diluted earnings per share is calculated by dividing net income for the year by the weighted average number of ordinary shares in issue during the year plus the weighted average number of ordinary shares which would need to be issued to convert all dilutive potential ordinary shares into ordinary shares. The calculation assumes that the conversion took place on the date the potential ordinary shares were issued.

The following table sets forth the computation for basic and diluted earnings per share. Consolidated financial statements For the years ended 31 December 2010 and 2009 Weighted average Net income number of ordinary shares Earnings per share 2010 2009 2010 2009 2010 2009 Baht Baht Shares Shares Baht Baht (Restated) (Restated) Basic earnings per share Net income attributable to equity holders of the parent 2,227,658,875 1,927,483,748 2,338,379,518 2,334,609,266 0.953 0.826 Effect of dilutive potential ordinary shares Warrant 39,956,863 units (2009: No outstanding warrants) Diluted earnings per share 17,951,938 Net income of ordinary shareholders assuming the conversion of warrants to ordinary shares 2,227,658,875 2,356,331,456 0.945 Separate financial statements For the years ended 31 December 2010 and 2009 Weighted average Net income number of ordinary shares Earnings per share 2010 2009 2010 2009 2010 2009 Baht Baht Shares Shares Baht Baht (Restated) (Restated) Basic earnings per share Net income attributable to equity holders of the parent 2,291,561,975 2,290,510,908 2,338,379,518 2,334,609,266 0.980 0.981 Effect of dilutive potential ordinary shares Warrant 39,956,863 units (2009: No outstanding warrants) Diluted earnings per share 17,951,938 Net income of ordinary shareholders assuming the conversion of warrants to ordinary shares 2,291,561,975 2,356,331,456 0.973

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28. Dividends

During the years ended 31 December 2010 and 2009, the Company had dividend payment as follows:

Approved by Year 2010 Final dividend for 2009 Annual General Meeting of the shareholders on 27 April 2010 Total for 2010 Year 2009 Final dividend for 2008 Annual General Meeting of the shareholders on 24 April 2009 Total for 2009

Total dividends (Million Baht)

Dividend per share (Baht)

747.05 747.05

0.32 0.32

583.64 583.64

0.25 0.25

29. Provident fund

The Company and its subsidiaries and employees have jointly established a provident fund in accord ance with the Provident Fund Act B.E. 2530. The Company and its subsidiaries and their employees contribute to the fund monthly at the rate of 3 to 6 percent of basic salary. The funds, which are managed by Kasikorn Asset Management Company Limited, will be paid to employees upon termination in accordance with the fund rules. During 2010 and 2009, the Company and its subsidiaries contributed Baht 9.0 million and Baht 7.2 million, respectively (the Company only: Baht 8.3 million and Baht 6.5 million, respectively) to the funds.

30. Segment information

The significant business segments comprising the Company’s and its subsidiaries’ operations are the development of real estate, which comprises of land and house projects and residential condominium projects, and services for real estate business. These are carried on the single geographic area of Thailand. However, since financial information on the services for real estate business segment is currently insignificant to the consolidated financial statements, the Company does not separately present the financial information of this segment.

31. Commitments and contingent liabilities

As at 31 December 2010, the Company and its related parties had the significant outstanding commitments and contingent liabilities as follows:

31.1 Capital commitments The Company and its related parties had entered into agreements with third parties for purchase of land with the amount payable in the future of approximately Baht 2,237.8 million (the Company only: Baht 1,624.4 million). 31.2 Operating lease commitments The Company and its subsidiaries entered into several lease and service agreements in respect of the lease of office buildings, vehicles and advertising space. As at 31 December 2010, the future minimum lease payments under these non cancellable operating lease agreements were as follows: (Unit: Million Baht) Consolidated Separate financial financial statements statements Payable within: Less than 1 year 53 44 1 to 5 years 32 22

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31.3 Guarantees a) As at 31 December 2010 and 2009, the Company had contingent liabilities in respect of guarantees provided for its subsidiaries in respect of loans and credit facilities from banks as follows:

(Unit: Million Baht) Guarantees 2010 2009 Subsidiaries The Value Property Development Co., Ltd. 3,125 50 AP (Sathon) Co., Ltd. 1,520 Asian Property (Krungthep) Co., Ltd. 1,238 533 Asian Property (Sukhumvit) Co., Ltd. 846 846 Thonglor Residence Co., Ltd. 20 20 Smart Service & Management Co., Ltd. 5 5 Asian Property (Sathorn) Co., Ltd. - 427 Asian Property (Ratchavipa) Co., Ltd. - 45 Trillion Development Co., Ltd. - 41 Asian Property (Ladphrao) Co., Ltd. - 10 Total 6,754 1,977 b) The Company and its related parties had commitments and contingent liabilities in respect of project developments and letters of guarantee issued by banks for maintenance of utilities, purchase of materials and electricity use, as follows:

(Unit: Million Baht) Contingent liabilities under Commitments under letters of guarantee issued contracts to fund project by banks to government Company developments agencies and individuals The Company and its subsidiaries Asian Property Development Plc. 13,069 988 The Value Property Development Co., Ltd. 3,382 AP (Sathon) Co., Ltd. 1,644 AP (Ratchada) Co., Ltd 688 Asian Property (Krungthep) Co., Ltd. 483 82 Asian Property (Sukhumvit) Co., Ltd. 380 Asian Property Co., Ltd. (company set up after amalgamation) 48 5 Total 19,694 1,075

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32. Financial instruments 32.1 Financial risk management The Company’s and its subsidiaries’ financial instruments, as defined under Thai Accounting Standard No. 107 “Financial Instruments: Disclosure and Presentations”, principally comprise cash and cash equivalents, trade accounts receivable, loans, investments, and short-term and long-term loans. The financial risks associated with these financial instruments and how they are managed is described below. Credit risk The Company and its subsidiaries are exposed to credit risk primarily with respect to trade accounts receivable and loans. The Company and its subsidiaries manage the risk by adopting appropriate credit control policies and procedures and therefore do not expect to incur material financial losses. In addition, the Company and its subsidiaries do not have high concentration of credit risk since it has a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of receivables and loans stated in the balance sheet. Interest rate risk The Company’s and its subsidiaries’ exposure to interest rate risk relates primarily to their cash at banks, bank overdrafts, debentures, and short-term and long-term borrowings. However, since most of the Group’s financial assets and liabilities bear floating interest rates or fixed interest rates which are close to the market rate, the interest rate risk is expected to be minimal. Significant financial assets and liabilities as at 31 December 2010 classified by type of interest rates are summarised in the table below, with those financial assets and liabilities that carry fixed interest rates further classified based on the maturity date, or the repricing date if this occurs before the maturity date.

Consolidated financial statements Fixed interest rate Floating Non- Within interest interest 1 year 1-5 years rate bearing Total Interest rate (Million Baht) (% p.a.) Financial assets Cash and cash equivalents - - 83 272 355 0.25 Trade accounts receivable - net - - - 9 9 Restricted bank deposits - - 29 - 29 0.25 Other long-term investments - - - 127 127 - - 112 408 520 Financial liabilities Bank overdrafts and short-term loans from financial institutions 1,634 - - - 1,634 2.37 - 3.85 Trade accounts payable - - - 711 711 Long-term loans - - 1,033 - 1,033 MLR-2.00 - MLR-0.75 Debentures - 8,000 - - 8,000 3.50 - 7.00 Retention payable - - - 285 285 1,634 8,000 1,033 996 11,663

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Separate financial statements Fixed interest rate Floating Non Within interest interest 1 year 1-5 years rate bearing Total Interest rate (Million Baht) (% p.a.) Financial assets Cash and cash equivalents - - 16 230 246 0.25 Short-term loans to related parties - - 2,166 - 2,166 MLR Restricted bank deposits - - 24 - 24 0.25 Other long-term investments - - - 127 127 - - 2,206 357 2,563 Financial liabilities Bank overdrafts and short-term loans from financial institutions 1,634 - - - 1,634 2.37 - 3.85 Trade accounts payable - - - 540 540 Short-term loans from related parties - - 1,242 - 1,242 MLR Long-term loans - - 527 - 527 MLR-2.00 to MLR-1.25 Debentures - 8,000 - - 8,000 3.50 - 7.00 Retention payable - - - 206 206 1,634 8,000 1,769 746 12,149 32.2 Fair values of financial instruments Since the majority of the Company’s and its subsidiaries’ financial instruments are short-term in nature or bear floating interest rates, their fair value is not expected to be materially different from the amounts presented in the balance sheets. A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable, willing parties in an arm’s length transaction. The fair value is determined by reference to the market price of the financial instrument or by using an appropriate valuation technique, depending on the nature of the instrument.

33. Capital management The primary objective of the Company’s capital management is to ensure that it has an appropriate financial structure and preserves the ability to continue its business as a going concern. The Company manages its capital position with reference to its debt-to-equity ratio in order to comply with a condition in debenture agreement, which requires the Company to maintain a debt-to-equity ratio not exceeding 2:1. The Company’s equity used to calculate above financial ratio is shareholders’ equity in the audited/ reviewed consolidated financial statements of the Company. No changes were made in the objectives, policies or processes during the years ended 31 December 2010 and 2009.

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34. Subsequent events a)

On 27 January 2011, the Company issued and offered debentures according to the resolution of the Annual General Meeting of the Company’s shareholders held on 27 April 2010 by issuing and offering 0.85 million units of named, unsubordinated, unsecured debentures, with debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 850 million, to the public and institutional investors. The debentures have 3-year and 6-month term from the date of issuance and bear the fixed interest rate of 4.25% per annum. The interest payment is to be made quarterly and the debentures are due for redemption on 27 July 2014.

b)

On 3 February 2011, the Company issued and offered debentures according to the resolution of the Annual General Meeting of the Company’s shareholders held on 27 April 2010 by issuing and offering 0.4 million units of named, unsubordinated, unsecured debentures, with debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 400 million, to the public and institutional investors. The debentures have 3-year, 5-month and 24-day term from the date of issuance and bear the fixed interest rate of 4.25% per annum. The interest payment is to be made quarterly and the debentures are due for redemption on 27 July 2014.

c)

On 7 February 2011, the Company issued and offered debentures according to the resolution of the Annual General Meeting of the Company’s shareholders held on 27 April 2010 by issuing and offering 0.25 million units of named, unsubordinated, unsecured debentures, without debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 250 million, to the private placement which is not more than 10 investors. The debentures have 4-year, 5-month and 2-day term from the date of issuance and bear the fixed interest rate of 4.50% per annum. The interest payment is to be made quarterly and the debentures are due for redemption on 9 July 2015.

35. Approval of financial statements These financial statements were authorised for issue by the Board of Directors of the Company on 24 February 2011.

Auditor’s fee In 2010, the company and its subsidiaries paid for an audit fee to Ernst & Young Office Limited in the amount of Baht 5.83 million.

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Company Information Name : Asian Property Development Public Company Limited Office : 170/57, 18th FL., Ocean Tower 1 Ratchadapisek Road, Klongtoey, Bangkok 10110 Type of Business : Property Development Company Registration : 0107537000149 (formerly, Bor. Mor. Jor. 261) Telephone : (66) 2261-2518-22 Facsimile : (66) 2261-2548-9 Home Page : www.ap-thai.com Auditor Name : Office : Telephone : Facsimile :

Ernst & Young Office Limited 193/136-137, 33rd Floor, Lake Rajada Office Complex, Rajadapisek Road, Klongtoey, Bangkok 10110 (66) 2264-0777, 2661-9190 (66) 2264-0789-90, 2661-9192

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AP: Annual Report 2010 ENG