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Total HOME Solution

Sustainable Growth HomePro Annual Report 2009


HomePro is the leading home improvement retailer in Thailand. We operate 35 stores nationwide, providing product range cover 60,000 items with complete services as One Stop Shopping to attain highest customer satisfaction.

Sales

2009

+9.6%

2008 2007

to 20,329 million baht.

2006

Net Profit

2009

+19%

2008 2007

to 1,143 million baht.

2006

Total Asset

2009

+497 MB

Increasing from investment in property of 2 new stores.

18,540 15,944 14,224

1,143 959 710 601

13,866 13,369

2008 2007 2006

No.of Stores

2009

2 Branches

2008

at Phuket-Chalong and Khao Yai

20,329

12,274 11,814

35 33 30

2007 2006

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Contents 2 Message from the Chairman 3 Message from the Managing Director 11 General Information 14 Financial Information 15 Nature of Business 17 Risk Factors 20 Shareholding Structure 21 Organization Chart 22 Management 37 Corporate Governance 43 Internal Control 44 Dividend Policy 44 Related Transactions 47 Financial Analysis and Business 52 53 55 56

Operation Results Report of Board of Directors’ Responsibilities in the Financial Statements Audit Committee’s Report Independent Auditor’s Report Financial Statements

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Message from the Chairman Dear Shareholders and Stakeholders,

“ The Company

has committed to operate and develop the business to be prosperous for maximum benefits of the shareholders, partners, customers and our employees �

The year 2009 was another year of challenge for every business sector as a result of the US economic crisis which began in 2008 and affected all over the world until it reached the lowest point in 2009. Although the economic trend has begun to rebound in the second half of the year, the effects of the decline of consumer confidence in spending and the decline in export market, which is the staple income of the country, have reduce in the rate of expansion of the Gross Domestic Product or GDP for 2009 to negative 2.3%. However, due to our concrete foundation built through the steady increase in efficiency of internal management, improvement of the competencies and advantage over the competitors in the aspect of merchandises, increased efficiency of management of cost of sales, continual expansion of the branches, development of the feature of services including relevant marketing strategy; in 2009 HomePro managed to reach the expanded gross sale of 9.65% and had the rate of expanded gross profits increased up to 19.12%, where same store sales growth had expanded up to 5.1% together with the gross sale of new branches including the organization of the HomePro EXPO. For the year 2010, even though the signal of the rebound has been brighter and the confidence of the consumers has significantly increased, the economic picture of the world remain fragile, considering the internal political situations of the country in particular. Therefore, the Company has prepared a work plan including different strategies to maintain the continual increase in the rate of expansion of the gross sales and profits. Hence, it is necessary to depend on the efforts and determination of all employees; cooperation of all shareholders including the support of the trade partners; trusting and acceptance from all groups of customers of the Company. Finally, the Company wishes to thank those who have supported the business of the Company in every aspect and hopefully the Company could continue to receive your cordial cooperation and support. The Company has committed to operate and develop the business to be prosperous for maximum benefits of the shareholders, trade partners, customers and more than 5,000 employees of the Company all over the country.

(Mr. Anant Asavabhokhin) Chairman

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Message from Managing Director Dear Shareholders and Stakeholders, Despite the Gross Domestic Product (GDP) of negative 2.3% in 2009 which had reflected the difficulties for Thailand in confronting the hazardous economic problems, internal and external political problems, the business of the Company has been progressing steadily with the results at a satisfactory level. Our sales increased by 9.65% and profits increased by 19.12% resulting from the growth of the sales of the existing branches, the opening of new branches, organization of the HomePro EXPO, adjustment of the product groups, improvement of the operational efficiency, management of costs, income from the space rental along with revenues from advertisement and support of promotional activities and other services. In 2009 the Company had expanded two more branches: the PhuketChalong Branch, a second branch of Home Pro in Phuket Province and the Khao Yai Branch, a second branch in Nakonratchasima Province. Consequently, there were a total 35 service branches in 2009. In 2010 the Company plans to expand approximately 4-5 more branches including a renovation of the existing branches in order to enhance the spending atmosphere. The organization of the HomePro EXPO was a highly successful marketing strategy and continued to be supported by our trade partners who provided their ever strong support to the event. Both events in the periods of March and October were able to reach the satisfactory sales target and grasp the interest of the customer groups beyond the expectation. The Company remains focusing on a continuous development of services with the principal goal to deliver maximum satisfaction to the customer. In 2009 the Company had developed services under Home Service to serve designing aspect in the 3 dimensional system or 3D Design, and “HomeCare” to deliver services in improvement, modification and maintenance by experienced technicians. Moreover, the Company has also focused on the presentation of merchandises and services including sale promotions to accommodate the demands of the target groups based on the analysis and research of a spending behavior through the Home Card database together with the introduction of an additional sales channel via the E-Commerce system. In addition, the Company is proud to be a socially responsible citizen, continuously create activities to return to our community. In 2009 the Company had collaborated with the Department of Health to raise the hygienic level of toilets under the operation of the Kid’s Toilets Project by improving and/or constructing a safe and hygienic toilets for elementary schools in 12 provinces, totaling 49 schools with 526 toilets in order to meet the public toilet standards at the national level of the Department of Health (Healthy Accessibility and Safety : HAS) and to be lastingly managed and maintained. At the same time, the Company has organized the One Hundred Thousand Tree Planting Project within three years to preserve the nature of the mangrove forest at the Bang Pu seaside forest and also has a plan to continuously build a computer laboratory for various schools. Subsequent to these successes, the Company wishes to thank all employees for the determination in their hard work and wishfully our shareholders and trade partners would continue to cordially support the operation of the Company’s business in the future.

“ The Company

has continued to consistently increase the internal efficiency to leverage the competency and the competitive advantage ”

(Mr. Khunawut Thumpomkul) Managing Director

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We SERVE our customers Home Service

Services for home lovers Our true understanding of the customers’ actual needs helps us develop and create a variety of products and services.

Home Care The three services for home lovers consist of : Installation Servicee provides services on installation /moving/solving problems involving electricity work, plumbing, flooring, sanitary ware and kitchen appliances installation. Maintenance Service provides checking and cleaning of electrical appliances such as air condition or washing machine. Home Improvement Service provides home renovation and furnishing based on customer requirements such as exterior and interior painting.

3D Design HomePro provides advice to homeowners to prepare them before making improvements to any bathroom or kitchen by starting from design, material selection, furniture positioning, tile pattern arraying for floor and wall, etc.

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Home Card Privileges for home lovers Continuing to serve the needs of customers, HomePro has developed Customer Relation Management program to collect the information on customer spending behavior and offer relevant products and services through sales promotions. In addition, HomePro has launched HomeCard for Happy Home Rewards accumulation to increase purchase value for cardholders. The cardholders also have a privilege to receive discount products and services, and other benefits such as joining workshops, etc. HomeCard has been well accepted among customers since its inception. In 2009, HomePro had more than 300,000 members in the program.

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We DRIVE our business Store Expansion

More and more networks for home lovers HomePro has continued expanding its branches to increase channels providing service to home lovers. In 2009, the results of operations for the existing branches, along with the continuous increase in purchasing power of local customers, prompted HomePro to open two more branches: Phuket-Chalong branch, the second branch in Phuket province under the concept of HomePro Village, a complete small shopping center; and also Kao Yai branch, the second branch in Nakorn Ratchasima Province. At present, HomePro has a network of 35 branches for home lovers.

Private Brand Products

An alternative choice of quality products with good value for money Providing more choices to customers, HomePro has developed products under its very own brands with good quality at reasonable prices. Until now, the Company has 14 Private Brands of more than 1,000 products, enhancing the Company’s net profit growth continuously.

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The 9th-10th HomePro Expo Original Home Improvement Event The success of the 9th - 10th HomePro Expo with the total sales volume more than Baht 1,000 million had been well accepted by customers for well managed and standardized events as well as the sales promotions which met the needs of customers. This was driven by the cooperation of business alliances, financial institutions, and more than 300 manufacturers and suppliers. In addition, the activity of the third HomePro Champion Contest in the 10th HomePro Expo offered an opportunity for home lovers to join interior design competition under the given themes. The competition received a lot of attention from participants. This proved HomePro to be the leader of the Home Improvement business, particularly with its variety of products and creation of customer inspiration.

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We SERVE our community Awareness of being the Good Citizen Corporate Social Responsibility Activities Health Promotion

Throughout 2009, HomePro had utilized the Kids’ Toilet Project to place an emphasis upon raising toilet sanitation standard within 49 schools, totaling 526 restrooms in 12 provinces in order to receive national public toilet standard or HAS (Healthy Accessibility and Safety). The project received cooperation from the Department of Health, the Ministry of Public Health, and the Office of the Basic Education Commission, the Ministry of Education to examine the standard and provide additional improvement till most of the toilets in the project passed the national standard.

Environment Conservation

With “HomePro helps reduce global warming” project, HomePro has the objective of Avicennia marina and LamPu forestation of 100,000 trees within 3 years at Bangpu Education Center of the Royal Thai Army in Samut Prakarn Province.

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Education Support

In 2009, through “Computer lab construction” project, HomePro provided computers together with equipment installation to Jao Pho Luang Uppatham 7 School in Mae Rim District, Chiang Mai province.


We VALUE our employees The Heart of the Company

Having a Knowledgeable Team with Service Mind. We have placed our focus on staff potentiality development. In 2009, the Company had enhanced internal strength by focusing on creating happiness as well as good corporate culture among its staff through the improvement of corporate environment, basic welfare, and corporate activities such as performing meritorious deeds� in birth month activity, health camping activity, social contribution activity, etc. The Company believes that being happy and having internal strength will lead our employees to work efficiently and provide the service that bring highest customer satisfaction.

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General Information Home Product Center Public Company Limited was established on June 27, 1995 with the initial registered capital of Baht 150 million, being a joint venture between Land and Houses Group and American International Assurance Co., Ltd. The Company has been listed on the Stock Exchange of Thailand since October 30, 2001. The Company was established with an objective to operate a retail business in home improvement segment by selling goods and providing complete range of services relating to construction, addition, renovation of buildings, houses, and residence places under the trade name of “HOMEPRO” which is the Company’s trademark. Rangsit branch is the first branch of the Company operating in September 1996. As of 31 December 2009, the Company has 35 branches in total, of which 17 branches are located in Bangkok and its vicinity and another 18 branches in upcountry provinces, which the location creates convenient access to customers. There were 2 newly opened branches in 2009, i.e. Phuket – Chalong, and Khao Yai.

Information of Home Product Center Public Company Limited Location Telephone Facsimile Website Type of Business Registration No. Registered Capital Paid-up Capital

96/27 Moo 9 Tambon Bangkhen, Amphoe Muang, Nonthaburi 11000 66(0) 2832-1000 66(0) 2832-1400 www.homepro.co.th selling goods and providing complete range of services relating to construction, addition, refurbishment, improvement of buildings, houses, and residence places as One Stop Shopping Bor Mor Jor. 665 3,794,213,851 Shares 3,703,926,216 Shares

Information of company in which Home Product Center Plc. holds shares from 10 percent up Name Location

Market Village Co., Ltd 234/1 Petchkasem Road, Tambon Hua Hin, Amphoe Hua Hin, Prachaub Kirikhan Province 77110 Telephone 66(0) 3261-8888 Facsimile 66(0) 3261-8800 Type of Business management of leasing space together with provision of facilities services Number of Issued Shares 50,000 ordinary shares at par value of Baht 100 Number of Held Shares 49,993 shares

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Branches Information 1. Rangsit Pathumthanee 12130

19. Ratchapruk

82 Moo 2, Tambon Bang Khun Kong, Amphoe Bang Kruai, Nonthaburi 11130

2. Rattanathibet

20. Suvarnabhumi (Bangna)

3. Fashion Island

21. Hua Hin

4. Future Mart

22. Samui

5. Seri Center

23. Phitsanulok

6. The Mall Bangkae

24. Khonkaen

7. The Mall Korat

25. Udonthani

8. Ratchadaphisek

26. Suratthani

9. Ploenchit

27. Petchkasem

10. Phuket

28. Chonburi

11. Chiangmai

29. Ekamai-Ramindra

12. Ramkhamhaeng

30. Rayong

13. Rama II

31. Ayutthaya

14. Prachachuen

32. Chiangmai - Hangdong

15. Latphrao

33. Krabi

16. Pattaya

34 .Phuket - Chalong

17. Chaengwatthana

35. Khao Yai

6/1 Moo 6, Tambon Saothonghin, Amphoe Bangyai, Nonthaburi 11140

587, 589 Ramindra Road, Khannayao, Bangkok 10230 295 Rama 3 Rd., Bangkholeam, Bangkholeam, Bangkok 10120 61 Srinakarin Rd., Nongbon, Praves, Bangkok 10260 275 Moo 1, Petchkasem Rd., North Bangkae, Bangkae, Bangkok 10160 1242/2 Mittraphap Rd., Amphoe Muang, Nakhon Ratchasima 30000 125 Ratchadaphisek Rd., Dindang, Dindang, Bangkok 10320

55 Wave Place Building, Wireless Rd., Pathumwan, Bangkok 10330 104 Moo 5, Tambon Rasada, Amphoe Muang, Phuket 83000 94 Moo 4, Chiang mai-Lampang Rd., Tambon Nong Pa Kruang, Amphoe Muang, Chiangmai 50000 647/19 Ramkhamhaeng (Sukhaphibal 3) Rd., Huamark, Bangkapi, Bangkok 10240

45/581 Moo 6, Samaedam, Bangkhunthien, Bangkok 10150

96/27 Moo 9, Tambon Bangkhen, Amphoe Muang, Nonthaburi 11000 669 Latphrao Rd., Chompol, Chatuchak, Bangkok 10900

333 Moo 9, Tambon Nongprue, Amphoe Banglamung, Chonburi 20260 113 Moo 5, Tambon Pakkret, Amphoe Pakkret, Nonthaburi 11120

18. Had Yai

677 Petchkasem Rd., Tambon Had Yai, Amphoe Had Yai, Songkhla 90110

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99/28 Moo 1, Tambon Rachatawa, Amphoe Bangplee, Samutprakarn 10540

234/1 Petchkasem Rd., Amphoe Hua-Hin, Prachuabkhirikhan 77110 1/7 Moo 6, Tambon Bophut, Amphoe Kho Samui, Suratthani 84320

959 Moo 10, Tambon Aranyik, Amphoe Muang, Phitsanulok 65000 177/98 Moo 17, Tambon Naimuang, Amphoe Muang, Khonkaen 40000 89/20 Moo 9, Soi Bannonglek, Tambon Markkang, Amphoe Muang, Udonthani 41000

9/1 Moo 3, Tambon Makham Tia, Amphoe Muang, Suratthani 84000

28 Moo 11, Nongkhangplu, Nong Kham, Bangkok 10160 15/16 Moo 3, Tambon Huykapi, Amphoe Muang, Chonburi 20000

14/12 Moo 8, Latphrao, Latphrao, Bangkok 10310 560 Sukhumvit Rd., Tambon Noenphra, Amphoe Muang, Rayong 21000

80 Moo 2, Tambon Bangrod, Amphoe Bangpain, Ayutthaya 13160

433/4-5 Moo 7, Tambon Mae-Hiya, Amphoe Muang, Chiangmai 50100 349 Moo 11, Tambon Krabinoy, Amphoe Muang, Krabi 81000 61/10 Moo 10, Tambon Chalong, Amphoe Muang, Phuket 83130

288 Moo 11, Tambon Nong Nam Daeng, Amphoe Pakchong, Nakhonratchasima 30130


Information of the referrals Auditor

Ernst & Young Office Limited 33rd Floor, Lake Rajada Office Complex, 193/136-137 Ratchadaphisek Rd., Klongtoey, Bangkok 10110 Tel. (66) 02-264-0777 Fax. (66) 02-264-0789-90

Share Registrar

Thailand Securities Depository Co., Ltd. 4th, 6-7th floor Stock Exchange of Thailand Building, 62 Ratchadaphisek Rd., Klongtoey, Bangkok 10110 Tel. (66) 02-229-2800 Fax. (66) 02-359-1262-3

Legal Counsel

Wissen & Co Ltd. 8th Floor Office # 3801, BB Building, 54 Sukhumvit 21 (Asoke) Rd., Klongtoey-Nua, Wattana, Bangkok 10110 Tel. (66) 02-259-2627 Fax. 66) 02-259-2630

Representative of Debenture Holder

Unsubordinated and Unsecured Debentures of Home Product Center Plc. 1/2005 Siam Commercial Bank Plc. 9 Ratchadaphisek Rd., Jatujak, Bangkok 10900 Tel. (66) 02-230-6295 Fax.(66) 02-230-6093

Amortizing Debentures of Home Product Center Plc. 1/2008 and Unsubordinated and Unsecured Debentures of Home Product Center Plc. 2/2008 TMB Bank Plc. 3000 Phaholyothin Rd., Chomphon, Jatujak, Bangkok 10900 Tel. (66) 02-264-0777 Fax. (66) 02-264-0789-90

Unsubordinated and Unsecured Debentures of Home Product Center Plc. 1/2009 CIMB Thai Bank Plc. 44 Langsuan Rd., Lumpini, Patumwan, Bangkok 10330 Tel. (66) 02-626-7503-4 02-626-7218 Fax. (66) 02-626-7542 02-626-7587

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Financial Information (Unit : MB) Item Total Assets Total Lisbilities Equity Sales Total Revenues Net profit EPS (Baht) Dividend per share (Baht) Paid-up Capital (Million Shares)

Consolidated Financial Statements 2009 2008 2007 13,866.03 8,592.59 5,273.44 20,329.12 21,799.09 1,142.86 0.31 1.00 3,703.93

13,369.07 8,412.86 4,956.21 18,540.27 19,824.19 959.42 0.50 0.35 1,933.61

12,274.28 7,950.81 4,323.48 15,943.28 17,015.21 710.38 0.37 0.18 1,924.92

Seperate Financial Statements 2009 2008 2007 13,817.52 8,560.19 5,257.32 20,330.43 21,710.98 1,138.19 0.31 1.00 3,703.93

13,318.38 8,373.62 4,944.76 18,541.73 19,743.97 953.95 0.49 0.35 1,933.61

12,225.94 7,908.43 4,317.50 15,943.90 16,934.30 704.78 0.37 0.18 1,924.92

September 2009, the meeting approved for the payment of interim dividends at the rate of 1 Baht/ share by dividing into cash dividends at the rate of 0.10 Baht/ share and stock dividend at the rate of 0.90 Baht/ share. The meeting also approved the increase of the registered capital for the amount of 1,797.62 millions shares in order to support the payment of stock dividends and the exercise of the employee stock option plan No. 4 (ESOP 4) according to the warrant. th

Financial Ratio Item Liquidity Ratio Liquidity Ratio (time)

Consolidated Financial Statements 2009 2008 2007

Seperate Financial Statements 2009 2008 2007

0.67

0.62

0.56

0.66

0.61

0.55

Profitability Ratio Gross Profit (%) Profit from Operation (%) Net Profit (%) Return on equity (%)

24.27 8.62 5.24 22.34

23.70 7.96 4.84 20.68

22.96 7.20 4.17 17.41

24.28 8.59 5.24 22.31

23.70 7.93 4.83 20.60

22.97 7.17 4.16 17.28

Operation Efficiency Ratio Return on assets(%)

8.39

7.48

5.90

8.39

7.47

5.88

1.63 27.60

1.70 22.37

1.84 12.36

1.63 27.14

1.69 21.91

1.83 12.19

Financial Analysis Ratio Debts to Equity ratio (time) Interest coverage ratio (time)

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Nature of Business Vision

To maintain HomePro’s position as the leader of home center business in Thailand, and to expand branch network to cover the home center business in South East Asia.

Mission

1. To offer the best value in terms of products, services, and prices to our customers, to be the first on customer’s mind when it comes to home products. 2. To collaborate with our business alliance in an effort to improve efficiency which leads to increasing of mutual benefits. 3. To give the importance to and develop personnel to have working efficiency and responsibility to customers. 4. To manage professionally according to the good governance, and to build good relationship with society and community. 5. To seek new business opportunity for the future and to create reasonably incremental value for associated parties.

Nature of Business of Home Product Center Public Company Limited

The Company was established with objective to operate a retail business in home improvement segment by selling goods and providing complete range of services relating to construction, addition, refurbishment, renovation, improvement of buildings, houses, and residential places through One Stop Shopping Home Center under the trade name of “HomePro” which is the Company’s trademark. Presently, the Company has the nature of business as follows;

1. Providing home improvement products, by having 3 groups Hard Line 1

Construction material, Home improvement accessories, Bathroom and Sanitaryware

Hard Line 2

Kitchenware, Electrical appliances, Electrical equipment and Lighting

Soft Line

Bedding and Household decorative goods

To provide the services relating to retail business

Due to most of the Company’s products having instruction details and working process which customers need to understand, the Company has provided various kinds of related services by giving consultation and useful information for customers to make decision to select the products that mostly match the usage objectives. In addition, the Company has provided HomeCare services, including installation service, repairing, and maintenance of equipments, electrical appliance, system work, painting service, tile service etc., product delivery service, technician and contractor selection and placement service, products exchange service, as well as arranging DIY demonstration (Do It Yourself) and workshop etc.

2. To provide space rental service for retail tenant stores

The Company has arranged for its rental space in some branches to provide the service for retail tenant shops. At the same time, the Company has developed the format of its branches so called HomePro Village which operates the business in the form of full service shopping center. Inside the project, in addition to HomePro’s branch, there are areas of shopping center in which most of tenants consist of supermarkets, restaurants, banks, bookstores, and IT shops etc. As of December 31, 2009, the Company has a total of 3 branches in the form of HomePro Village: Suvannabhumi branch, Hua Hin branch, and Phuket-Chalong branch. Total Home Solution 15


Nature of Business of Subsidiary

Market Village Co., Ltd. (“Market Village”) was incorporated, on May 26, 2005, located at 234/1 Petchkasem Road, Tambon Hua-Hin, Amphoe Hua-Hin, Prachaubkirikhan Province, in which Home Product Center Plc. holds 99.99% of total shares. Presently, its registered capital is Baht 5 million. Market Village was formed with objectives to manage rental space for Home Product Center Plc., and to provide utilities services to tenants. In the first quarter of 2006, it commenced operation on the “Hua-Hin Market Village” project which is located at Petchkasem Road, Amphoe Hua-Hin, Prachaubkirikhan.

Revenue Structure

Revenue of Company and subsidiaries consist of sales revenue and other revenues. Total structure of revenue can be classified by the line of products as follows:

Unit: MB

Item

1. Revenue from retailing • Hard Line 1 • Hard Line 2 • Soft Line

2. Revenue from project sales1

Total Revenue from Sales 3. Other income2 Total Remark

2009 Amount

8,604.1 8,123.0 3,428.9 173.1 20,329.1 1,470.0 21,799.1

%

2008 Amount

39.5 37.3 15.7 0.8 93.3 6.7 100.0

7,782.2 7,520.9 2,998.9 238.3 18,540.3 1,283.9 19,824.2

%

2007 Amount

%

39.3 37.9 15.1 1.2 93.5 6.5 100.0

6,792.3 6,395.8 2,502.5 252.7 15,943.3 1,071.9 17,015.2

39.9 37.6 14.7 1.5 93.7 6.3 100.0

1. Revenue from project sales is from the purchase of project owners which cannot be categorized per product lines. 2. Other income is revenue from rental of space, in-store promotion fee etc.

Supply of Products

The Company sources products by: 1. Purchase order. The Company makes the purchase order of products categorized by product lines from both domestic and overseas manufacturer or sales agent, in which the Company mainly emphasizes on quality and variety of products. Currently, the Company sources products from more than 800 manufacturers and sales agents which, throughout the time, provided good support and cooperation, in terms of advertisement, public relation, joint sale promotion, joint planning of sale strategies, support and joining new branch to be opened.

2. Make to order. The Company orders manufacturing of Private Brand and House Brand from both domestic

and overseas manufacturer. The Company will initially select the manufacturer by considering factors including being certified of manufacturing standard, reputation, quality of service and types of harmonized operation. Moreover, the Company also visits the factory and inspects products in order to ensure the overall quality.

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Market and Competitive Condition

The Company is the leader in home improvement retailing which offers a full range of complete services. As for competitors, the Company has classified other operators who sell goods in similar nature as follows:

1. Operators of Home Center

• HomeWorks is a retail business unit of home products in Central Retail Corporation Group of Companies. There are currently 9 branches in operation. • Global House operates the business of selling products in the form of warehouse store. Products include construction materials, decorative goods, tools, equipments to be used for construction, addition, decoration of house and garden. It is managed by the Siam Global House Plc. There are currently 8 branches in operation. However, the Company believes that this business still has plenty of potential and marketing opportunities and that the increase of such business operators will help stimulate consumers familiarity and more rapidly change their behavior to purchase products from Modern Trade home centers. 2. Specialty Store. Retail businesses who focus on selling specific goods as follows: • Ceramic, Sanitaryware, and Kitchenware stores i.e. Boonthavorn, Grand Home Mart. • Furniture and Home decoration stores i.e. Index Living Mall • Retail stores that sell only construction materials i.e. Cement Thai Home Mart, Thai Watsadu. • Other Specialty Stores. 3. Operators of large retail business in the group of Hypermarket. These businesses mainly aim at selling of consumer goods and edible products, not home products. While some groups of products sold may overlap, their main customer targets are different.

Risk Factors The Company separately explains the risk factors which may affect the operations of business as follows:

1. Business Risk

In the face of economic downturn since the end of 2008 along with the effects from the world economic crisis and the H1N1 flu outbreak, the economy sharply decelerated in 2009. Moreover, there were political conflicts and violence situation in the three southern border provinces. The overall retail and wholesale business in the first half of 2009 contracted due to the slowdown of consumer spending in almost every product category, except for the goods in food section which was slightly increased. For the second half of the year, the overall domestic economy adjusted in a better direction. Consumers had more confidence in the economy and began to spend more. The important factors came from the government’s economic stimulus measures such as Cheque Chuay Chart project, Allowance for Elderly project, Thai Khem Khang project, and other economic stimulus measures which resulted in the increase in consumer purchasing power and the improvement of spendings in the retail and wholesale business accordingly. The Company, however, has closely kept abreast of the economic and political situation in order to plan and find measures and strategies to prevent the risks that may occur, and to operate the business so as to successfully reach the planned target. Total Home Solution 17


1.1 Inventory

As of the 31st December 2009, 31st December 2008, and 31st December 2007, the Company had net Inventory equal of Baht 2,905.14 Million, Baht 2,728.08 Million, and Baht 2,547.57 Million respectively. The average inventory turnover periods were 66 days, 67 days, and 74 days. The decrease in inventory turnover period reflects the success in adopting a marketing strategy and our developing capability of inventory management. However, the Company has been continuingly attempting to increase the turnover of Inventory, whether by developing of service quality of sale persons, continual sales promotion, improving products display and internal appearance of branches, regularly adding new products to the store, including attempting to reduce the volume stocking level. For the reduction of inventory in 2006, the Company has expanded space of the distribution center. As of 31st December 2009, the total area amounted to 40,000 square meters, in order to be capable of supporting the increase of branches in the future and to manage inventory more efficiently.

1.2 Investment

As of 31st December 2009, the Company had branches in operation totaling 35 branches. The new branches in 2009 were Phuket-Chalong and Khao-Yai in Nakhon Ratchasima. Since the Company has a policy to continuously increase branches, there may be a risk with respect to the result of performance of new branches that may not be as forecasted. This will affect the result of the overall operation. The Company avoids the risk by analyzing the return on investment before every investment decision, and preparing the action plan and annual budget. When a new branch starts operating, the results of operations and progress plan are being followed up on a monthly basis. This will facilitate the Company to set the plan for handling the risk and to solve problems which may occur in timely manner.

1.3 Operation

The Company has the risk of loss or damage of property due to the operation of the sale personnel, and has set up a work unit to handle with such risk, that is Loss Prevention Unit, which is responsible for laying preventive and safety system against various risks of the Company including the risk that the employees may incur from the operation.

1.4 Accounts Receivable

The Company has divided the customers into 2 groups: retail customer and group of contractor and project owner. The retail customer is customer at store who purchases products by cash, the group of contractor and project owner is customer who purchases products by credit term. The major sales revenue comes from retail customer. As in 2009 the proportion of cash sales was 99.2% to total sales. For 2008 and 2007, the proportion was at 98.7% and 98.4%. It can be seen that the proportion of credit sales of the Company has decreased overtime. However, for the credit sales, the Company will consider only project that has reliable financial status, which the company has analyzed the result of operation and financial status or having the contractor place with a letter of guarantee as security against debt payment, etc. As of 31st December 2009, 31st December 2008, and 31st December 2007, the Company has accounts receivable of Baht 143.18 Million, Baht 160.63 Million, and Baht 164.37 Million, being credit card debtor of Baht 65.55 Million, Baht 34.06 Million, and Baht 48.13 Million respectively. The allowance for doubtful bad debts was set to be approximately Baht 14.40 Million, Baht 25.64 Million, and Baht 20.79 Million as of 31st December 2009, 31st December 2008, and 31st December 2007 respectively, which the management have already estimated the debt repayment period and have evaluated financial status of each debtor. The Company believes that the allowance for doubtful bad debts has been set sufficiently and appropriately. 18 Total Home Solution


2. Competitive Risk

The Company operates a retail business with products relating to houses and residential places where there are both direct and indirect competitors such as retailing shops, department stores, specialty stores, and general small retail shops. The Company has differentiated itself by focusing on offering a variety of products and complete range of services for construction, repairing, decoration, and addition. Also, the Company provides a team of experts for several kinds of system work such as electrical system, plumbing, and related installation, etc. Furthermore, the Company has concentrated on strengthening efficiency of internal management in order to improve, its capability and advantages against both local and international competition in the future.

3. Legal Risk

The laws which are relevant and may cause a risk to business operation are as follows: 1. The Bangkok Metropolis Town Planning Law Announced on 16th May 2006, with objectives to be a guidance on the development of Bangkok Metropolis and to support the expansion in the future. If there shall be modification of the town planning in the future, the Company will not be affected from this limitation, as the Company had put its investment to cover almost all areas of Bangkok. On the other hand, it is being seen as a restriction on business expansion of competitor, which is a benefit to the Company.

2. The Trade Competition Act In 2006, the Trade Competition Commission has adopted its resolution on

the Guideline for Unfair Trade Practices in the Wholesale/Retail Business, by virtue of the Trade Competition Act B.E. 2542 into 8 ways as follows: 1. Unfair price fixing. 2. Unfair request for economic benefit. 3. Unfair returning of goods. 4. Unfair use of agreement of sell on consignment. 5. Coercion to Purchase or to pay for service fee. 6. Unfair use of personnel of manufacturer/vendor. 7. Refusing to accept products by order/customized made as its own private brand, or of House Brand. 8. Other unfair practices.

Such 8 clauses of Guideline for unfair trade practices have affected the modern retail business. However, in order to perform the business in conjunction with the above announcement, the Company has agreed with its business partner in amending the agreement to be more specific and clearer.

3. Draft Wholesale and Retail Business Act The Cabinet has accepted the principle of the draft Wholesale

and Retail Business Act and has also considered the draft proposed by the Trade Representative. However, the Cabinet have submitted such draft to the Juridicial Counsel for its consideration in order to propose the draft to the House of Representatives accordingly. In this regard, if the Act is approved, it will affect all major modern retailers. And also, if the Act is enforced on the Company’s business, it may be an advantage on the Company due to the fact that the Act will limit the expansion of new incoming business. Therefore, there will be competition among the original competitors under the same parameters of the laws.

4. Anti-Dumping and Countervailing Act B.E. 2542 (1999) At present, the Company has imported some

categories of goods from overseas. In 2010, there will be also a reduction in import duty for goods imported from a country that is a party in the Agreement on Economic Cooperation. Therefore, according to the agreement, a manufacturer in Thailand may possibly file complaint regarding dumping.

Total Home Solution 19


Shareholdering Structure The first ten shareholders holding the shares on the closing date as of October 15, 2009 having paid-up registered capital in the total of 1,946,682,237 shares consisting of: Rank

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.

Name of natural person / Juristic Person

Land and Houses Public Company Limited Quality Houses Public Company Limited American International Assurance Company Limited Mr. Niti Osathanuklor Thai NVDR Company Limited Mr. Manit Udomkunnatum SOMERS (UK) LIMITED HSBC (Singapore) Nominees PTE Limited Mr. Khunawut Thumpomkul Sarasin Co., Ltd. Others

No. of Shares

% of total Paid-up shares

584,594,145 412,244,774 97,842,182 93,863,150 69,124,269 61,119,372 50,365,000 46,026,580 26,564,049 25,309,174 479,629,542

30.03 21.18 5.03 4.82 3.55 3.14 2.59 2.36 1.36 1.30 24.64

Remark The table shows the number of shares before the payment of interim stock dividend on October 27, 2009.

Foreign Limit

Foreign shareholders are capable to hold shares and appear their names on the Company’s asset registration of totaling not exceeding 30% of the issued shares and paid up. As of 30th December 2009, the shares of the Company held by foreigner was at approximately 17%.

Director who is representative of the group of major shareholders

These following directors are the representative of major shareholders which hold shares of the Company at more than 20% No.

1. 2. 3. 4. 5.

Name - Surname

Mr. Anant Asavabhokhin Mr. Rutt Phanijphand Mr. Joompol Meesook Mrs. Suwanna Buddhaprasart Mr. Naporn Soonthornchitcharoen

20 Total Home Solution

Representative of Shareholders

Position

Land and Houses Plc. Quality Houses Plc. Quality Houses Plc. Quality Houses Plc. Land and Houses Plc.

Chairman Director Director Director Director


Organization Chart

Board of Directors

Nomination and Remuneration Commitee

Executive Directors

Audit Committee

Managing Director Internal Audit Department

Senior Vice President Merchandising - Hard Line

Senior Vice President Business Development

Senior Vice President Merchandising - Soft Line

Senior Vice President Human Resource and CentralService

Senior Vice President Merchandising – Home Electric Product

Senior Vice President Information Technology

Senior Vice President International Merchandising

Senior Vice President Accounting, Treasury and Legal

Senior Vice President Operation Senior Vice President Marketing Senior Vice President Distribution Center

Total Home Solution 21


Management The structure of Company’s management consists of the Board of Directors, Sub-Committees, and Executive Directors. There are 3 sets of the Sub-Committees i.e. Executive Director, Audit Committee, and Nomination and Remuneration Committee, having details as follows:

1. Board of Directors has totaling 12 persons, consisting of 4 Independent Directors, 1 Director who is management, and 7 Non-Executive Directors, as follows: No.

Name – Surname

1. Mr. Anant 2. Mr. Rutt

Asavabhokhin Phanijphand

3. 4. 5. 6. 7. 8. 9. 10. 11. 12.

Meesook Natasilapa Buddhaprasart Udomkunnatum Soonthornchitcharoen Thumpomkul Sarasin Osatananda Tatiyamaneekul Roonsamrarn

Mr. Joompol Mr. Apichat Mrs. Suwanna Mr. Manit Mr. Naporn Mr. Khunawut Mr. Pong Mr. Apilas Mr. Thaveevat Mr. Chanin

Position Chairman Director, Executive Director and Chairman of the Nomination and Remuneration Committee Director Director and Nomination and Remuneration Committee Director Director and Chairman of the Executive Director Director and Executive Director Director, Executive Director and Managing Director Independent Director Independent Director and Chairman of the Audit Committee Independent Director and Audit Committee Independent Director, Audit Committee and Nomination and Remuneration Committee

Remark : 1. Mr. Pong Sarasin has been appointed as the independent director by the resolution of the Board of Directors No. 10/2009, on September 17, 2009. 2. The company secretary is Ms. Wannee Junthamongkol, Senior Vice President - Accounting, Treasury and Legal.

Authorized Signatory Directors on the Company 1. Mr. Anant Asavabhokhin 5. Mr. Manit Udomkunnatum 2. Mr. Joompol Meesook 6. Mr. Naporn Soonthornchitcharoen 3. Mr. Apichat Natasilapa 7. Mr. Khunawut Thumpomkul 4. Mrs. Suwanna Buddhaprasart Two of the seventh authorized signatory Directors are to co sign with the company’s stamp. Roles and Responsibilities of the Board of Directors 1. To manage the Company, in compliance with the Company’s objectives and Articles of Association and the lawful resolutions of shareholders’ meeting, and has power to perform any act specified in Memorandum of Association. 2. The Board has power to appoint directors as the Executive Directors in a number as determined by the Board, comprising of Chief Executive Director, Deputy Chief Executive Directors, who will perform any tasks designated by the Board of Directors. 3. The Board may appoint any person(s) to operate the Company’s businesses under the supervision of the Board or empower the said person(s) to have power as deemed suitable by the Board. At the time deemed appropriate by the Board, the Board may revoke, cancel, or change the said power. 22 Total Home Solution


4. The Board must hold a meeting at least once every 3 months. 5. The directors must not operate the business of the same nature as and being in competitive with the Company’s business or be a partner of the ordinary partnership, or be a partner with unlimited liabilities of the limited partnership or be a director of a private company or other companies of the same nature as and being in competition with the Company’s business, whether for his/her benefits or other person(s) benefits unless it is notified to the shareholders’ meeting prior to the resolution for his/her appointment. 6. The director must immediately inform the Company if he/she has direct or indirect stake in any contract or even holds shares or debentures in the Company and its affiliates. 7. The director, who has interest in any issue, shall have no right to vote on that issue. 8. Investment propositions concerning store expansion or high value non-routine investments except for the following issues must be approved by shareholders first: • Matters that laws and regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET) require the resolutions from the Shareholder’s Meeting. • The related transaction being worth more than 3% of the latest financial statements’ net tangible assets. • The acquisition or disposition of core assets with value more than 50% of the latest financial statements’ assets. 9. In the event of tie votes, the Chairman of the Board will have a casting vote. Definition of Independent Director “Independent Director” means the director who is independent in expressing his opinion to the operation of the Company, must be a person who has no involvement or interest to the result of operation either directly or indirectly. The qualifications of the Independent Director are as follows: 1. Hold share not more than 1% of paid up capital of the Company, affiliates company, joint company, associated company, including the shares held by the related person. 2. Being independent either directly or indirectly of both financial and management of the Company or joint company or major shareholders of the Company, and having no benefit or interest in such manner within 2 years before being appointed as the Independent Director, unless the Board of Director has carefully considered and see that such participation in having benefit or interest will not affect the duty performing and the independence in giving an opinion. 3. Must not be the Director who has been appointed as the representative to maintain the interest of the Director of the Company, major shareholders, or shareholders who are related to the major shareholders of the Company. 4. Must not participate in management and must not be employee, staff or consultant who receives regular salary in the Company, affiliate company, joint company, company or major shareholder of the Company. 5. Must not be related person or relatives of the executive or major shareholders of the Company. 6. Capable to perform his duty and express opinion or report result of duty performing as assigned by the Board of Directors, freely and not under the control of the Executive or major shareholders of the Company, including related person or close relatives of such person. 7. No other character that causes the inability to give opinion to operation of the Company independently.

Total Home Solution 23


Terms of the Director of the Company According to every Annual General Shareholders Meeting, the directors shall retire from the position of one third, the directors who have been longest in position shall retire. A retiring director is eligible for re-election, and beside the retirement, the directors may leave from his position when: 1. Death 2. Resignation 3. Lacking of qualifications or possess prohibited character under Section 68 of the Public Company Act B.E. 2535 4. The Shareholders Meeting resolved to dismiss under Section 76 of the Public Company Act B.E. 2535 5. Dismissal ordered by the Court

2. Sub - Committees consist of 3 sets of directors i.e. Executive Directors, Audit Committee, and Nomination and Remuneration Committee, detail is as follows: 2.1 Executive Directors Name - Surname 1. 2. 3. 4.

Mr. Manit Mr. Naporn Mr. Khunawut Mr. Rutt

Udomkunnatum Soonthornchitcharoen Thumpomkul Phanijphand

Position Chairman of the Executive Director Executive Director Executive Director Executive Director

Roles and Responsibilities 1. To consider and screen the issue required primary decision marking prior to be proposed for the Board of Directors’ approval. 2. To consider investment, branches expansion, annual budget allocation and propose the strategies plan to the Board of Directors. Terms of holding office 1. Executive Directors shall retire when 1.1 Completion of term 1.2 Leaving from being the Director of the Company 1.3 Resignation 1.4 Death 1.5 The Board of Director has resolution to leave from the position. 2. In case of resigning, the resignation letter shall be submitted to the Chairman of the Company not less than 30 days in advance, which shall be approved by the Board of Director. 3. In case of any vacancy other than by rotation, the Board of Directors shall appoint person who is qualified to be Executive Director, in order to fill up number of directors as stipulated in the regulations by the Board of Directors. 24 Total Home Solution


2.2 Audit Committee consists of: Name - Surname 1. 2. 3.

Mr. Apilas Osatananda Mr. Thaveevat Tatiyamaneekul Mr. Chanin Roonsumran

Position Chairman of the Audit Committee Audit Committee Audit Committee

Remark : The Audit Committee’s secretary is Mr. Nitat Aroontippaitoon, Vice President – Internal Audit.

Roles and Responsibilities 1. Review the financial statement of the company to be appropriately made and accurate according to the Generally Accepted Accounting Principle with sufficient disclosure. 2. Review that the Company has proper and efficient internal control and internal audit system. 3. Review that the Company shall comply with laws regarding securities and Stock Exchange, regulations of the Stock Exchange of Thailand or laws relating to business of the Company. 4. Consider the related transaction or transaction that may have conflict of interest to be in compliance with relevant laws and regulations. 5. Review that the Company has proper and efficiency risk management system. 6. Review and jointly consider with the auditor the financial report, remarks and suggestions. 7. Consider, select, propose to appoint person who is independent to be an auditor of the Company and propose remuneration of the auditor to the Board of Directors of the Company. 8. Consider the independence of internal audit unit, also approve the appointment, relocation and termination of employment, including to consider result of annual performance of the chief of internal audit. 9. Consider and approve regulations of internal audit office. 10. Consider and approve annual internal audit plan including to consider the scope of audit and audit plan of internal audit and the auditor of the Company, in order to have supportive connections. 11. Harmonize the understanding into the same line between Audit Committee, management, Internal auditor and External auditor. 12. Review and consider the result of audit reporting and recommendation. 13. Review and amend the regulations of Audit Committee usually once a year to be up to date and appropriate with the environment of organization. 14. Carry on examination of the matters notified by the auditor of the Company. In case the auditor finds doubtful behavior that the director, manager or person who is responsible for the operation of the Company has committed an offence as stipulated in the Securities and Stock Exchange Act (The 4th Issue) B.E. 2551, and report the result of preliminary examination to the Office of the Securities Exchange Commission and auditor of the Company within 30 days from the date receiving notification from the auditor. 15. Perform any other act as stipulated by law or the Board of Directors of the Company under approved by the Audit Committee. 16. Making report on the directing and supervising of the business activities of the Audit Committee, by disclosing it in the annual report of the Company, which such report must be signed by the Chairman of the Audit Committee and must consist of minimum information as follows: 16.1 Opinion in relation to accuracy, completeness, reliability of the financial report of the Company. 16.2 Opinion in relation to sufficiency of internal control system of the Company. Total Home Solution 25


16.3 Opinion in relation to the compliance with the law of Securities and Stock Exchange and regulations of the Stock Exchange or law relating to business of the Company. 16.4 Opinion in relation to the appropriate of the External auditor. 16.5 Opinion in relation to the transaction that may have a conflict of interest. 16.6 Number of the Audit Committee’s meeting, and the attending to the meeting of each Audit Committee. 16.7 Overview opinion or remarks that the Audit Committee have received from performing his duty under the charter. 16.8 Other information that the shareholders and general investors ought to know, under the scope of duty and responsibility which have been assigned by the Board of Directors of the Company. Terms of holding office 1. Taking position for 3 years of each time, including additional appointment and removal from Audit Committee. 2. In case retire from position, such person may be re-appointed. 3. Audit Committee shall leave from the position when: 3.1 Completion of term 3.2 Leave from being a director of the Company 3.3 Resignation 3.4 Death 3.5 Lacking of qualification to be an Audit Committee under this regulations or by the rules of the Stock Exchange of Thailand. 3.6 The Board of Director has resolution to remove from the position. 4. In case of resigning, the resignation letter shall be submitted to the Chairman of the Company not less than 30 days in advance, the approval shall be made by Board of Directors who shall then send copy of resignation letter to the Stock of Exchange of Thailand. 5. In case of any vacancy other than by rotation, the Board of Director shall appoint person who is qualified to be an Audit Committee in order to fill up the number of Audit Committee as stipulated in regulations. Persons who will be appointed as the Audit Committee shall be in position only for the time period remaining of the former Audit Committee, and shall inform the Stock of Exchange of Thailand. 2.3 Nomination and Remuneration Committee consists of: Name - Surname 1. 2. 3.

Mr. Rutt Mr. Chanin Mr. Apichat

Phanijphand Roonsumrarn Natasilapa

Position Chairman of the Nomination and Remuneration Committee Nomination and Remuneration Committee Nomination and Remuneration Committee

Remark: The Nomination and Remuneration Committee’s secretary is Mr. Thee Phromphol, Senior Vice President - Human Resource and Central Service.

Name - Surname

26 Total Home Solution

Position


Roles and Responsibilities 1. Select persons who deserve to be nominated as the new Directors, or select of Managing Director. 2. Determine the procedures and regulations on selection of Directors or Managing Director to ensure the transparency. 3. Set up the procedures and criterions of paying which have been fair and proper remuneration and other benefits to the Board of Directors and Sub-Committee appointed by the Board of Directors, and then propose to the Shareholders meeting for approval. 4. Consider and guide on determining remuneration and other benefits concerning duty and responsibility of the Managing Director including consider the criterions and evaluation of operation in order to determine annual remuneration from the operation. 5. Review the structure of criterions of remuneration on items 3 and 4 to fit with duty, responsibility, operation result of the Company, and harmonized with market condition. 6. Consider salary budget, annual merit increase and annual reward, welfare, including other benefits of personnel of the Company and its subsidiary. 7. Prepare operation report presenting to the Board of Directors at least once a year. Set up policy of overall Employee Stock Option Plan as proposed by the Managing Director. 8. Perform other duties as assigned by the Board of Directors. Terms of holding office 1. Nomination and Remuneration Committee shall leave from the position when 1.1 Completion of term 1.2 Leave from being a Director of the Company 1.3 Resignation 1.4 Death 1.5 The Board of Director has resolution to remove from position. 2. In case of the resigning, the resignation letter shall be submitted to the Chairman of the Company of not less than 30 days in advance, approved by the Board of Directors. 3. In case of any vacancy other than by rotation, the Board of Director shall appoint person who is qualified to be the Nomination and Remuneration Committee, in order to fill up the number as stipulated in the regulations by the Board of Directors. Selection of Directors The Company appointed the Nomination and Remuneration Committee to determine selection of appropriate person to be nominated as the Director or Managing Director, by considering persons who have knowledge, capability and experience as required by the Company, and must not have the prohibited qualification under the rules of the Securities Exchange Commission and Stock Exchange of Thailand, the relevant laws, rules or other regulations., upon approval, the Nomination and Remuneration Committee will propose to the Shareholders Meeting in order to be adopted for the appointing as the Directors of the Company. Criteria of vote to appoint the Company’s Director in the Shareholders Meeting: 1. Each Shareholder has the vote equivalent to one vote per one share held. 2. Each Shareholder shall use all of his/her voting rights under item 1 to elect one person or more persons as the Director, but is not capable to share his/her varied voting rights to any person. Total Home Solution 27


3. A person, who receives highest votes gradually order would be elected as director subject to the number of Directors allowed to be elected in such meeting. In the event of persons who have been elected in the lower order have received equal votes but there will be over the number of allowed or elected Directors in such election, the Chairman of such Meeting shall have a casting vote. In 2009, there were 4 Directors who must be retired by rotation as follows: 1. Mr. Naporn Soonthornchitcharoen 2. Mr. Rutt Phanijphand 3. Mr. Manit Udomkunnatum and 4. Mr. Apilas Osatanon. The Nomination and Remuneration Committee, having considered in accordance with the criteria of selection, viewed that all 4 directors have the qualifications required according to the Public Limited Company Act B.E. 2535 and also have knowledges, abilities, and experiences in business relating to the Company’s operation. In this regard, such matter has been proposed through the resolution of the board of directors of the Company in order to be presented as an agenda in the Annual General Meeting of Shareholders of the Year 2009 in which the meeting, then, has approved to re-appoint the said directors to their office for another term. Roles and Responsibilities of Managing Director As resolved in the Board of Directors Meeting no. 7/2544 on 21st June 2001 and the Board of Directors Meeting no. 9/2544 on 16th August 2001, the Managing Director who has authority to manage the Company as assigned by the Board of Directors and shall strictly and carefully manage the Company according to the framework or budget approved by the Board of Directors, and maintain the best interest of the Company and shareholders. Authorization of the Directors also covers other matters as follows: 1. Daily Operation and, management of the Company. 2. Approval of expense on operation, expense of selling and administrative and capital expenditure according to the budget approved by the Board of Directors, however, not including the loan and guarantee. 3. Filling the post, appointing, removing, relocating, promoting, reducing or cutting salary or wages, disciplinary punishment to the staff and employees, and order the staff and employee to leave from position according to the regulations as stipulated by the Board of Directors. 4. Other operation as assigned by the Board of Directors, by having following authorities: • Having authority to administrate under the objectives, regulations, policy, rules, order, and resolution of the Board of Directors meeting and the resolution of the Shareholders Meeting. • Having authority to operate and enter into juristic act, agreement, order or any letter for contacting with the government authority, State Enterprise, and other person, including authorities to act as necessary and proper in order to succeed on the above mentioned acts. • Having authority to appoint other person to be proxy to act on specific work, which must be under the rules, regulations, or order that the Board of Directors or as imposed by the Company. However, the Managing Director is unable to approve transaction that himself or person who may have conflict of interest in any other ways with the Company or its subsidiary. Secretary of the Company On 20th March 2008, the Board of Directors has resolution to appoint Ms. Wannee Juntamongkol as the Secretary of the Company in order to comply with the “Securities and Stock Exchange Act (4th Issue) B.E. 2551”. The Company has already notified the name and place to retain documents of the Company to the Securities and Exchange Commission on 26th August 2008. 28 Total Home Solution


Authority of Secretary of the Company 1. Facilitate for activities of the Board of Directors. 2. Follow up and coordinate with relevant person in order to be in compliance with the resolution of the Board of Directors, and closely report the result of such operation. 3. Arrange and maintain documents as follows: • Director registration. • Notice calling for the Board of Directors Meeting, Minutes of the Board of Directors Meeting, and the Annual Report of the Company. • Notice calling for the Shareholders Meeting and Minutes of the Shareholders Meeting. 4. Maintain the report on interests which have been reported by the directors or executives. 5. Manage other matters as stipulated by the Capital Market Supervisory Board.

3. Management consists of: Name - Surname 1. 2. 3. 4. 5. 6. 7. 8. 9. 10 11. 12.

Mr. Khunawut Mr. Vathunyu Mr. Anuchar Ms. Jarusopha Ms. Tharathip Mr. Weerapun Mr. Thee Ms. Jariya Mr. Nat Mr. Chaiyuth Mr. Hanchai Ms. Wannee

Thumpomkul Visuthikosol Jitjaturunt Thumkathikanon Trimankhong Ungsumalee Phromphol Sorathorn Jaritchana Karunyasopon Laowpanitchakorn Juntamongkol

Position Managing Director Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President

Department Business Development Merchandising - Hard Line Merchandising - Soft Line International Merchandising Operation Human Resource and Central Service Merchandising - Home Electric Products Marketing Distribution Center Information Technology Accounting, Treasury and Legal

Total Home Solution 29


30 Total Home Solution

** At the present, Mr. Apichart is the director of 1 listed companies and 2 non-listed companies which are not doing business competing with the Company.

Mr. Apichat Natasilpa Director and Chairman of the Nomination and Remuneration Committee

** At the present, Mr. Joompol is the director of 2 listed companies and 6 non-listed companies which are not doing business competing with the Company.

Mr. Joompol Meesook Director

** At the present, Mr. Rutt is the director of 5 listed companies and 2 non-listed companies which are not doing business competing with the Company.

Mr. Rutt Phanijphand Director Executive Director and Chairman of the Nomination and Remuneration Committee

** At the present, Mr. Anant is the director of 5 listed companies and 7 non-listed companies which are not doing business competing with the Company.

Mr. Anant Asavabhokhin Chairman

Name - Surname

52

60

62

59

Age<

- MBA, University of Southern California - Thai Institute of Directors Association Director Accreditation Program (DAP) 2004

- MBA Thammasat University - BS.ARCH, F.E.U., Philippines - BS.CE, F.E.U., Philippines - Thai Institute of Directors Association Director Accreditation Program (DCP) 2008

- M.S. in Business Ad., Fort Hays Kansas State University, Hays, Kansas, USA. - Bachelor Degree of Science Kasetsart University - Thai Institute of Directors Association Director Accreditation Program (DAP) 2003 - Thai Institute of Directors Association Director Certification Program (DCP) 2005

- M.B.A. Thammasat University - M.S. Industrial Engineering, Illinois Institute of Technology, USA - Bachelor of Civil Engineering Chulalongkorn University - Director Certification Program (DCP) 2004

Education

-

0.03

-

0.15

-

-

-

-

Propor- Family tional relationship of with the share in manageCompany ment %

1999 - Present

2001 - Present

1992 - Present

1995 - Present 1994 - 2010 1993 - Present

2001 - Present 2006 - Present 2004 - 2010 1997 - Present

2001 - Present

2009 - Present 2006 - Present 2005 - Present

2001 - Present

Director and Nomination and Remuneration Committee Director Director

Director Director Director Director Director Director Director Director Director and Advisor of President and Chief Executive Director Director

Director, Chairman of the Nomination and Remuneration Committee and Executive Director Chairman of Executive Director Director and Audit Committee Director and Chief Executive Director Independent Director Director President and Chief Executive Officer Director

Chairman of the Board of Directors and Chief Executive Officer Director

1985 - Present 1983 - Present

Chairman of the Board of Directors Chairman of the Board of Directors Chairman of the Board of Directors Chairman of the Board of Directors

Position

Experience in 5 years

1995 - Present 2005 - Present 2004 - Present 1994 - Present

During

Board of Directors Information as of December 31, 2009

Pine Bridge (Thailand) Limited Millennium Microtech (Thailand) Co., Ltd

Home Product Center Plc.

Q.H Management Co., Ltd

Investment consultant Semiconductor packaging

Home improvement retailing

Project after-sale service

Home improvement retailing Building management Construction supplies manufacturing Overseas property development Hotel in overseas Property development Construction supplies manufacturing Property development Property development

Overseas property development

Q.H. International Co., Ltd. (BVI) Home Product Center Plc. Centre Point Management Co., Ltd Q-Con Eastern Co., Ltd Q.H. International Co., Ltd (BVI) Harbourview Co., Ltd Q.H. International Co., Ltd. Quality Construction Products Plc. Casa Co., Ltd. Quality House Plc.

Financial institution Petrochemical Financial institution Energy Property development

Home improvement retailing

Property development

Home improvement retailing Financial institution Construction supplies manufacturing Construction supplies Hospital Property development

Type of Business

LH Financial Group Plc. IRPC Plc. Land and House Bank Retail Plc. Banpu Plc. Quality Houses Plc.

Home Product Center Plc.

Quality Houses Plc.

Home Product Center Plc. Land and House Bank Retail Plc. Q-Con Eastern Co., Ltd. Quality Construction Products Plc. Bangkok Chain Hospital Plc. Land and Houses Plc.

Company Name


Total Home Solution 31

** At the present, Mr. Khunawut is the director for the Company only.

Mr. Khunawut Thumpomkul Director, Executive Director and Managing Director

** At the present, Mr. Naporn is the director of 4 listed companies and 10 non-listed companies which are not doing business competing with the Company.

Mr. Naporn Soonthornchitcharoen Director and Executive Director

** At the present, Mr. Manit is the director of 1 listed companies and 16 non-listed companies which are not doing business competing with the Company.

Mr. Manit Udomkunatum Director and Executive Director

52

51

64

54

Mrs. Suwanna Buddhaprasart Director

** At the present, Mrs. Suwanna is the director of 2 listed companies and 7 non-listed companies which are not doing business competing with the Company.

Age<

Name - Surname

- MBA National Institute of Development Administration - Thai Institute of Directors Association Director Certification Program (DCP) 2001

- MBA Thammasart University - Bachelor of Civil Engineering Chiangmai University - Thai Institute of Directors Association Director Certification Program (DCP) 2005 - Thai Institute of Directors Association Director Accreditation Program (DAP) 2004

- Secondary - Thai Institute of Directors Association Director Accreditation Program (DAP) 2004

- MBA Chulalongkorn University - Thai Institute of Directors Association Director Certification Program (DCP) 2007 - Thai Institute of Directors Association Director Accreditation Program (DAP) 2004

Education

1.39

-

3.14

-

-

-

-

-

Propor- Family tional relationship of with the share in manageCompany ment %

1995 - Present

1995 - 2004 1994 - Present 1994 - Present

1995 - Present 2005 - Present 2002 - Present 1995 - Present

2000 - Present

2001 - Present

2004 - Present 2003 - Present 2002 - Present

2000 - Present

2003 - Present 2005 - Present 2003 - Present 2000 - Present

During

Board of Directors Information as of December 31, 2009

Director Executive Director and Managing Director

Director and Executive Director Director Director and Senior Vice President Director Director Director Director Director

Director and Chairman of the Executive Committee Director Director Director Director Chairman of the Executive Committee Director Director

Director Director Director Director and Senior Vice President Director Director Director

Position

Experience in 5 years

Home Product Center Plc.

Home Product Center Plc. Land and House Bank Retail Plc. Land and House Plc. Land and House North-East Co.,Ltd. Land and House North Co.,Ltd. Assets Plus Securities Plc. Quality Construction Products Plc. Bangkok Chain Hospital Plc.

L. U. K. Co.,Ltd. R. L. P. Co.,Ltd. Phuket Resort Club Co., Ltd. Phuket Patong Club Co.,Ltd. USI Holding Co.,Ltd. Thananonsee Co., Ltd Rangsit Plaza Co., Ltd

Home Product Center Plc.

Home Product Center Plc. Land and House Retail Bank Plc. Casa Ville Co., Ltd. Quality House Plc. Q.H. International Co., Ltd Centre Point Management Co., Ltd The Confidence Co., Ltd.

Company Name

Home improvement retailing

Home improvement retailing Financial institution Property development Property development Property development Mutual fund Construction supplies Hospital

Management service Holding Hotel Hotel Holding Holding Department store

Home improvement retailing

Home improvement retailing Financial institution Property development Property development Property development Building management Property development

Type of Business


32 Total Home Solution

** At the present, Mr. Chanin is the director of 3 listed companies which are not doing business completing with the Company.

Mr. Chanin Roonsamrarn Independent Director, Audit Committee and Nomination and Remuneration Committee

** At the present, Mr. Thaveevat is the director of 1 listed companies and 1 non-listed companies which are not doing business competing with the Company.

Mr. Thaveevat Tatiyamaneekul Independent Director and Audit Committee

** At the present, Mr. Apilas is the director for the Company only.

Mr. Apilas Osatananda Independent Director and Chairman of the Audit Committee

** At the present, Mr. Pong is the director of 7 listed companies and 5 non-listed companies which are not doing business competing with the Company.

Mr. Pong Sarasin Independent Director

Name - Surname

62

64

75

82

Age<

- MBA, Fort Hays State University Kansas, USA. - Thai Institute of Directors Association Director Certification Program (DCP) 2002 - Thai Institute of Directors Association The Role of Chairman (RCM) 2002

- Primary - Thai Institute of Directors Association Director Accreditation Program (DAP) 2004

- Ph.D. In Agricultural Technology - Thai Institute of Directors Association Director Accreditation Program (DAP) 2004

- Ph.D. (Hon.) Business Administration Chulalongkorn University

Education

-

-

-

0.22

-

-

-

-

Propor- Family tional relationship of with the share in manageCompany ment %

1986 - Present

1996 - 2009

2003 - Present

2002 - 2009

2005 - Present

1989 - Present

2001 - Present

1996 - 2009

2001 - Present

1990 - Present

1994 - Present

1995 - Present 2000 - Present 1996 - Present

During

Board of Directors Information as of December 31, 2009

Independent Director, Audit Committee and Nomination and Remuneration Committee Chairman, Chief Executive Director and Remuneration Committee Director and Chief Executive Director Director, Human Resource and Remuneration Director Independent Director, Audit Committee and Remuneration and Nomination Committee Independent Director, Audit Committee, Remuneration Committee and Nomination Committee

Independent Director and Audit Committee Chairman of Executive Dirctor

Independent Director and Chairman of the Audit Committee Chairman

Director Director

Director Chairman of The Board of Director Chairman of The Board of Director Director Director

Position

Experience in 5 years

Thai Reinsurance Plc.

SICCO Advisor Co., Ltd. The Siam Commercial Samaggi Insurance Plc. The Siam Industrial Credit Plc.

SICCO Securities Plc.

Home Product Center Plc.

Star Fashion Co., Ltd

Home Product Center Plc.

Tokyo Leasing

Home Product Center Plc.

Home Product Center Plc. Thai Namthip Ltd. Shangri-La Hotel Plc. Tararom Enterprise Plc. Quality Construction Products Plc. Rojana Industrial Park Plc. Sammakorn Plc. Crown seal Plc. Asian Property Development Plc.

Company Name

Insurance

Financial institution

Financial advisor Insurance

Securities

Home improvement retailing

Apparel manufacture and distributor

Home improvement retailing

Leasing

Home improvement retailing

Home improvement retailing Soft drink distribution Hotel Property development Construction supplies Property development Property development Crown cap manufacturing Property development

Type of Business


Total Home Solution 33

50

49

47

54

51

49

51

45

Ms. Jarusopha Thumkathikanon

Ms. Tharathip Trimankhong

Mr. Weerapun Ungsumalee

Mr. Thee Prompol

Ms. Jariya Sorathorn

Mr. Natt Jaritchana

Mr. Chaiyuth Karunyasopon

Mr. Hanchai Laowpanitchakorn

45

46

Mr. Anuchar Jitjaturant

Ms. Wannee Juntamongkol

45

Age<

Mr. Vathunyu Visuthikosol

Name - Surname

- MBA, Sasin Graduate Institute of Business Administration of Chulalongkorn University

- Bachelor of Faculty of Commerce and Accountancy, Chulalongkorn University

- Bachelor of Faculty of Finance, Ramkhamhaeng University

- MBA, Kasetsart University

- Masterâ&#x20AC;&#x2122;s Degree Program in Social Work, Thammasat University

- Bachelor of Faculty of Economics, Ramkhamhaeng University

- Master of Engineering, Asian Institute of Technology

- Junior High School

- Bachelor of Faculty of Economics, The University of The Thai Chamber of Commerce

- MBA, Sasin Graduate Institute of Business Administration of Chulalongkorn University

- MBA, Georgia State University, USA.

Education

0.05

0.01

0.01

0.07

0.08

0.04

0.01

0.27

0.06

0.13

0.08

-

-

-

-

-

-

-

-

-

-

-

Propor- Family tional relationship of with the share in manageCompany ment %

Management Information as of December 31, 2009

Mar 2005 - Present 2004 - Mar 2005

2007 - Present 2006 - 2007 2005 2004 - 2005 2002 - 2004

Jul 2007 - Present 2006 - Jun 2007 2005 2002 - 2004

2006 - Present 1999 - 2005

Sep 2007 - Present 2005 - 2007 2002 - 2005

2004 - Present

Sep 2005 - Present 2001 - Sep 2005

2000 - Present

2003 - Present

2002 - Present

2002 - Present

During

Senior Vice President Finance Director

Senior Vice President SAP Manager Project Manager (IT) SAP Consultant & Trainer Service Manager

Senior Vice President GM - Contract Logistics GM - Contract Logistics Operation & IT Director

Senior Vice President Vice President - Marketing

Senior Vice President Vice President - The Power Vice President - Operation

Senior Vice President

Senior Vice President Director

Senior Vice President

Senior Vice President

Senior Vice President

Senior Vice President

Position

Experience in 5 years

Home Product Center Plc. Thainox Stainless Plc.

Home Product Center Plc. DKSH (Thailand) Co.,Ltd. Standard Chartered Bank Microsoft (Thailand) Ltd.

Home Product Center Plc. DHL Exel Supply Chain Thailand Excel Logistics (Far-East) Ltd. Davids Distribution (Thailand) Ltd.

Home Product Center Plc.

Home Product Center Plc.

Home Product Center Plc.

Home Product Center Plc. Solution Delivery

Home Product Center Plc.

Home Product Center Plc.

Home Product Center Plc.

Home Product Center Plc.

Company Name

Home improvement retailing Stainless steel producer

Home improvement retailing Consumer goods wholesale Commercial bank Computer software consulting Computer software

Home improvement retailing Logistics services Logistics services Logistics services

Home improvement retailing

Home improvement retailing

Home improvement retailing

Home improvement retailing Computer consulting

Home improvement retailing

Home improvement retailing

Home improvement retailing

Home improvement retailing

Type of Business


Detail of Directors and Management who are Authorized to Control Subsidiary Name - Surname 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20 21. 22. 23.

Mr. Anant Mr. Rutt Mr. Joompol Mr. Apichat Mrs. Suwanna Mr. Manit Mr. Naporn Mr. Khunawut Mr. Pong Mr. Apilas Mr. Thaveevat Mr. Chanin Mr. Vathunyu Mr. Anuchar Ms. Jarusopha Ms. Tharathip Mr. Weerapun Mr. Thee Ms. Jariya Mr. Nat Mr. Chaiyuth Mr. Hanchai Ms. Wannee

Asavabhokhin Phanijphand Meesook Natasilpa Buddhaprasart Udomkunnatum Soonthornchitcharoen Thumpomkul Sarasin Osatananda Tatiyamaneekul Roonsamrarn Visuthikosol Jitjaturunt Thumkathikanon Trimankhong Ungsumalee Phromphol Sorathorn Jaritchana Karunyasopon Laowpanitchakorn Juntamongkol

Home Product Center Plc. Chairman of the Board of Directors Director Director Director Director Director Director Director Independent Director Independent Director Independent Director Independent Director Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President

Remuneration for the Directors and the Executives

Market Village Co., Ltd. (Subsidiary) Chairman of the Board of Directors Director Director Director

1. Remuneration for the Directors Basis of remuneration for the Directors are remuneration for giving advice on any matters to working team of the Company and fees for the meeting, which the Company normally has at least the Board of Directors Meeting once a month, and the Meeting of sub-committees, i.e. Audit Committee Meeting, Executive Committee Meeting, Nomination and Remuneration Committee Meeting. The Nomination and Remuneration Committee and the Company’s board of directors have considered to specify the remuneration for directors by relying on the Company’s overall operating results, the payment of dividends to shareholders, obligations and responsibilities of each committee. For the criteria of remuneration payment, the Company will base on the same criteria as used for the payment of the director’s remuneration of the Company which operates in the same type of business.

34 Total Home Solution


On 8th April 2009, the Shareholders Meeting of 2009 has a resolution to grant the annual remuneration not exceeding Baht 12 million and pension to the directors not exceeding Baht 7 million. Details of remuneration payment are as follows: 1. Monthly Remuneration • Chairman Baht 70,000 /person/ month • Director Baht 35,000 /person/ month 2. Remuneration for Meetingg for the Board of Directors Meeting and Sub-Committee Meeting which shall be paid according to the number of meeting attendance. • Chairman Baht 25,000 /person/ month • Director Baht 15,000 /person/ month Meeting Allowances Name - Surname 1. Mr. Anant Asavabhokhin 2. Mr. Rutt Phanijphand 3. Mr. Joompol Meesook 4. Mr. Apichat Natasilapa1 5. Mrs. Suwanna Buddhaprasart 6. Mr. Manit Udomkunnatum 7. Mr. Naporn Soonthornchitcharoen 8. Mr. Khunawut Thumpomkul2 9. Mr. Pong Sarasin 10. Mr. Apilas Osatananda 11. Mr. Thaveevat Tatiyamaneekul 12. Mr. Chanin Roonsamrarn Total

Board of Director 1,115,000 615,000 615,000 615,000 615,000 600,000 600,000 615,000 540,000 615,000 615,000 600,000 7,760,000

Nomination Audit Executive and Committee Director Remuneration

Pension

Total (Baht)

1,076,923 538,462 538,462 538,462 538,462 538,462 538,462 538,462 538,462 538,462 538,462 538,462 7,000,000

2,191,923 1,433,462 1,153,462 1,198,462 1,153,462 1,438,462 1,303,462 1,333,462 1,078,462 1,453,462 1,318,462 1,378,462 16,435,000

Committee

180,000 300,000 165,000 180,000 825,000

300,000 165,000 180,000 645,000

100,000 45,000 60,000 205,000

Remark : 1. Mr. Apichat Natasilapa, an authorized person of the American International Assurance Company Limited, received remuneration in the name the American International Assurance Company Limited, which was renamed to Pine Bridge (Thailand) Limited in October 2009. 2. Mr. Khunawut Thumpomkul, holding the position of Director and Managing Director, received compensation as the meeting allowance and Director’s fee. However, salary and bonus were included in the remuneration of the Executive.

Total Home Solution 35


2. Remuneration for the Executives The Company has criteria on the making of payment of the remuneration to the Executives by considering from knowledge, capability, experience, and performance, and by comparing with other companies in the same industry. Remuneration of 12 Executives for the year 2008 and 2009 consisted of salary, bonus, and other remunerations for the total amount of Baht 45.2 million and Baht 50.3 million respectively. Moreover, the Executives of the Company have also received other remunerations in form of warrant to buy ordinary shares of the Company.

Human Resources

Detail of numbers of employee during year 2007-2009. Number of Employees Head Office Branches Total (persons) Number of Branches

31 Dec 2009

31 Dec 2008

31 Dec 2007

1,420 3,849 5,269 36

1,232 3,662 4,894 35

1,174 2,838 4,012 32

Remark: The number of employees in each year already includes some of employees of the branches which will be opened next year.

On December 31, 2009, the Company had a total of 5,269 permanent employees with related expenses of Baht 1,437 million.

36 Total Home Solution


Corporate Governance The Board of Directors realizes the importance of Corporate Governance and believes that the good Corporate Governance is the crucial factor for business operation, in order to efficiently and effectively manage the business to have stability, continuous growth and fairness to all stakeholders. From such reasons, the Board of Directors stipulates the Corporate Governance Policy, having content covering the important principle on the rights of shareholders, equitable treatment to shareholders, considering to the roles of interest person, disclosure of information and transparency, and responsibility of the Directors, in order to be guideline for managing business to achieve the company’s objectives and goal that have been set according to business policy sticking to correctness and transparency. The policy of Corporate Governance of the Company is disclosed at www.homepro.co.th/ir/ investor_th.html

1. Rights of Shareholders

The Board of Directors of the Company gives the importance to the right of shareholders by not performing any act that violates or lessens the rights, and to facilitate the exercise of rights on various matters. It is then the guideline of operation is set in order to ensure that shareholders that they will be protected under the basic rights as follows: • The Company gives an opportunity to the shareholders to propose agenda and propose the name list to be appointed as directors, including to pass question about the Company in the shareholders meeting in advance, which the company has notified the rules and supplementary documents on the web site of the Company since 12th December 2008. However, shareholders may submit such question until 30th January 2009. • The Company has delivered the notice calling for the meeting with information, documentation supplement to each agenda with proxy to shareholders 7 days prior to the meeting date, or as stipulated by law of both Thai and English language, including the Company’s Articles of Association in relation to the Shareholders Meeting and casting of vote. • In case the shareholders are unable to attend the meeting, they may give proxy to the Independent Directors in casting the vote instead or may indicate their own vote. In 2009, the Company has arranged for Mr. Chanin Roonsamrarn to be the proxy director. • Prior to the meeting commencement, the Board of Directors will explain to the shareholders to acknowledge the rights under the Articles of Association of the Company, the proceeding of the meeting, casting the vote, including the giving of the rights to shareholders to raise questions and express opinion equally. • After the meeting, the Company will notify the meeting minutes to the Stock Exchange of Thailand (SET) within the time frame specified by the SET, together with detail of voting result in each agenda. Generally, the meeting minutes will be reported to the SET within 14 days and also publicized it on web site of the Company.

2. Equitable Treatment of Shareholders

The Company, being aware of the importance, ensures that the every shareholder, whether executive shareholders, non-executive shareholders, and foreign shareholders should receive equitable and fair treatment. The Company has policy to prevent the use of inside information which is prescribed in the ethic handbook, and has disclosed to staff, executive, and director of the Company. The policy and method to control executive in private use of internal information of the Company are as follows: • Provide knowledge to executive in each department in relation to duty that executive shall report the holding of securities of the Company and penalty under the Securities and Stock Exchange Act B.E. 2535 and under the regulations of the Stock Exchange of Thailand. Total Home Solution 37


• The Company has required the executive to report the change of securities holding to the Office of Securities and Stock Exchange Commission under Section 59 of the Securities and Stock Exchange Act B.E. 2535, and delivered copy of such report to the Company on the same day as sending to the Securities and Stock Exchange Commission. • The Company has notified to the executive to restrain from the purchase and sale of securities of the Company 1 month before disclosing of financial statements or inside information to the public, and the disclosure of material information to other person is not allowed and such has been notified via e-mail every quarter. However, if there is the violation of regulations mentioned above, the Company will proceed with discipline punishment as appropriate as the case may be.

3. Roles of Stakeholders

The Company has stipulated the regulations for the interest person in the “Handbook of Business Ethic” of the Company in order to ensure that the Company will comply with in order to provide the rights to interest person under the relevant laws, whether the shareholder, staff, customer, business partner, community, society, and environment. Moreover, the Company has also strengthen cooperation with the interest person in each groups in order to be able to ensure business sustainability with the fair benefits to all parties, in order to build the long-term success.

Shareholder

Shareholders and interest person may file complaint, or communicate or notify matters relating to the Company through the director or audit committee at www.homepro.co.th/ir/investor_th.html • Communication with the Director of the Company. In case requiring for notifying or communicating in relation to operation of the Company, by such information will be sent to the Managing Director. • Communication with the Audit Committee. In case requiring for filing complaint in relation to violation of laws or ethics, accounting doubt, internal controlling, etc. Such information shall be sent to the office of internal audit of the Company in order to be compiled and proposed to the Audit Committee for further consideration.

Business Partner

The Company complies with the Trade Competition Act according to the resolution of the Trade Competition Commission in year 2006, announced to be as Guideline for Unfair Trade Practices in the Wholesale/Retail Business by virtue of the Trade Competition Act B.E. 2542. To be able to operate business according to the above announcement, the Company has mutually agreed with business partner to amend the provision of the agreement to be more specific and clearer.

Employee

The Company realises that the employees are significant resource for achieving the business goals. The Company, therefore, has a policy to fairly treat its employees in terms of compensation, the progress in their careers, appointing and adjusting their positions, including developing their potentials in which, throughout the time, the Company has looked after its employees on significant issues as follows: 1. The Company has looked after its employees by ensuring that they receive fair and appropriate compensation based on their duties and responsibilities and also be able to compete in the labor market. 38 Total Home Solution


Moreover, the Company has provided welfares such as annual physical check-up, medical treatment fee, accident insurance, employee uniform, and has also arranged for activities to enhance the happiness in their working life i.e. “HomePro Jai Aar Sar” Program which encourages the employees to join activities for providing benefits to community, to arrange for company sport competition, to arrange for the merit making ceremony in their own month ot birth etc. 2. Providing the provident fund in order for the employees to have saving for retirement. 3. The Company gives the importance to the developing of knowledge, all kind of capabilities of staff for knowledge on products, standard on work performing, providing service, management, including attitude and team work. The Company has promoted its staff as follows: • Allocating budget in personnel development for the amount of 2% of the total salary of the Company • Set up the DIY workshop center, having knowledge skilled expert and in each group of products. • Set up Learning Center to each branch for new staff for self learning • Having the Individual Development Program in order to develop personnel as the Talent Group to be promoted to the higher position, to be ready to support the expansion of the Company. • Promote the personnel to pursue education in the bachelor and master degree, and set up scholarship for studying English language in order to increase efficiency of personnel to be able to perform their work more effectively. 4. Giving opportunity to staff to express opinion or complain on unjust issues via e-mail to the Managing Director.

Customer

The Company aims to operate business on the basis of highest satisfactory of customer and in order to operate according to the objectives, the Company has policy and procedures to customer as follows: 1. Strictly deliver goods and provide service under the conditions as agreed with customer. In case of the inability to comply with the conditions, the Company will notify customer in order to find the solution. 2. Giving information and suggestion about the products and services, including relevant commercial terms correctly, completely, not exaggeratedly which may cause misunderstanding to the customer. 3. Giving opportunity for customer to suggest or complain about the products and services, including servicing of staff or any inconvenience that customer has experienced via website; www.homepro.co.th/cs/ccm.asp

Community, Society and Environment

The Company has a policy to support social activity by creating projects that may benefit the community and society as follows: 1. “Computer Lab Construction” project,provides primary school students an opportunity to learn via the internet. In 2009, HomePro provided computers together with equipment installation to Jao Pho Luang Uppatham 7 School in Mae Rim District, Chiang Mai province. 2. “The Kids’ Toilet” project, emphasizes upon raising toilet sanitation standard within 49 schools, totaling 526 restrooms in 12 provinces in order to receive national public toilet standard or HAS (Healthy Accessibility and Safety). The project received cooperation from the Department of Health, the Ministry of Public Health, and the Office of the Basic Education Commission, the Ministry of Education to examine the standard and provide additional improvement till most of the toilets in the project passed the national standard. Total Home Solution 39


3. â&#x20AC;&#x153;HomePro helps reduce global warmingâ&#x20AC;? project, it was started in 2009 under the objective of Avicennia marina and Lampu forestation of 100,000 trees within 3 years at BangPu Education Center of the Royal Thai Army in Samut Prakarn Province.

4. Disclosure and Transparency

The Board of Directors has given the importance to the disclosure of information which are accurate, complete, transparent, in timely manner, and equitably distributed to the investor and stakeholders to acknowledge, of both financial reports and material information that affect the value of the Companyâ&#x20AC;&#x2122;s Securities which will be disclosed through the publication of the Stock Exchange of Thailand and web site of the Company. The Company has the Investor Relationship office to be responsible for giving information and hearing to opinion of shareholders and investor regularly, by contacting Mr. Rakpong Aroonwatdhana, Tel. 02-832-1416 or via e-mail at ir@homepro.co.th Furthermore, the Company has also specified the opportunity to communicate and activities between shareholders, investors and high rank executive of the Company, apart from the Annual Shareholders Meeting as follows: Web Site

The Company has presented the operational result, annual report, annual transactions information 56-1 form, minutes of shareholders meeting, news about the Company, news notified to the Stock Exchange, webcast, documentations supplemented to the analyst meeting and contact channel, and also distribute information of the Company in relations to Corporate Governance, Board of Directors and Executives Chart, shareholding structure. To facilitate and provide equal opportunity in searching information, such have been prepared in both Thai and English version. The shareholders, investors, and interested person of the Company may express opinion and propose additional agenda to the meeting and propose the person who has qualification to be the director before the Company will send a notice calling for the meeting through web site.

Analyst Meeting

The Company has arranged for the meeting for the analyst and investors, including shareholders who are interested in disclosing the operational result on every quarter for 4 times in 2009.

One on One meeting and Company visit

All through 2009, the Company opened the opportunity for, both in domestic and international, Security analysts, shareholders and Institutional investors to meet in order to answer the questions relating to the operations of business for the total of 44 times, in addition to the 11 Conference Calls.

Road Show

In 2009, the Company attended the conference and road show and met with international institutional investors in Singapore and Hong Kong for 2 times.

Press Conference and Media Relationship

The Company has made the press conference twice about the annual report on business operation in 2008 and direction to operate business in 2009, and report the result of operation for the first 6 months of 2009 to the media. At the same time, the Company has as well prepared the Press Release for the media. Moreover, the Company arranged for 3 special interviews with the executives via Money Channel program and speech at the Stock Exchange of Thailand regarding the industrial trend and the overall direction in business operation of the Company.

40 Total Home Solution


5. Board Responsibilities

Board of Directors of the Company consists of 12 persons as follows: 1. 4 Executive Directors 2. 4 Non-Executive Directors 3. 4 Independent Directors in which 3 of 4 directors are in the position of Audit Committee.

Responsibilities The Board of Directors has participated in determining the Companyâ&#x20AC;&#x2122;s policy, goal, business plan, and budget of the Company, as well as ensuring that the management has operated according to the plan and budget with efficiency and effectiveness. The Chairman of the Company, President of Executive Committee, and Managing Directors of the Company are not the same persons. Moreover, there are obviously separation of roles and duty to control and management, in order to balance the power and create transparency for work performing . The Company has appointed the Audit Committee who are Independent Directors to review the accuracy, sufficiency of the disclosure of information and the reliability of financial report, Corporate Governance and internal control of the Company which have details of obligations as specified in â&#x20AC;&#x153;Clause 9 management of duty of the Audit Committeeâ&#x20AC;?. In case there was transaction that was not under normal course of business of the Company, the Board of Directors of the Company has duty to consider such transaction, in which there shall be Independent Director in the meeting as well. The Company has the Nomination and Remuneration Committee to set the procedures and rules on selecting the Director of the Company, and set the period of remuneration or other benefits which is fair and reasonable and present to the shareholders meeting for consideration. To promote every parties to perform their duty according to assigned responsibility with transparency, the Company has prepared the policy of Corporate Governance, handbook of ethic, and code of conduct on ethics of Directors, the management, and staff in order for the relevant persons to comply with the guideline in performing assignment of the Company honestly, and to follow up with the compliance of the guideline regularly, including to stipulate discipline penalty. First orientation and giving knowledge in the business of the Company to the new Director The Company has policy to provide the first orientation for the new directors, in order to acknowledge the roles, duty, and responsibility, including giving knowledge, understanding of business and operating in any part of the Company, which is to prepare the readiness to perform duty of the Directors. Due to the Company has no new Directors in 2009, there was no arrangement of such first orientation. The Board of Directors Meeting The Board of Directors of the Company and Executive Directors shall have regular meeting every month and may have special extra meeting as necessary. There shall be fixing the date and time of the meeting in advance for the whole year, and there shall be sending of the notice calling for meeting with agenda of the meeting approximately 7 days in advance for the Directors to be prepared. In 2009, the Company had 13 times of Board of Directors Meeting and the meeting of Sub-Committee i.e. 12 times of Executive Directors meeting, 12 times of Audit Committee meeting, and 4 times of Nomination and Remuneration Committee meeting, details of attending the Board of Directors meeting and other sub-committee meetings are as follows:

Total Home Solution 41


Name-Surname

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12.

Mr. Anant Mr. Pong Mr. Rutt Mr. Joompol Mr. Apichat Mrs. Suwanna Mr. Manit Mr. Naporn Mr. Khunawut Mr. Apilas Mr. Thaveevat Mr. Chanin

Asavabhokhin Sarasin Phanijphand Meesook Natasilapa Buddhaprasart Udomkunnatum Soonthornchitcharoen Thumpomkul Osatananda Tatiyamaneekul Roonsamrarn

Attendance / Number of all meetings (times) Nomination and Board of Executive Audit Remuneration Directors Directors Committee Committee

11 / 13 8 / 13 13 / 13 13 / 13 13 / 13 13 / 13 12 / 13 12 / 13 13 / 13 13 / 13 13 / 13 12 / 13

12 / 12

4/4 3/4

12 / 12 11 / 12 12 / 12 12 / 12 11 / 12 12 / 12

4/4

Evaluation of the work performance of the Managing Directors The Company has the Nomination and Remuneration Committee to propose opinion to the Board of Directors of the Company in consideration of setting the annual Key Performance Indicators (KPI) to be used in evaluation of work performance of the Managing Director, such KPI shall be in accordance with the goal of the Company for both short term and long term. Succession plan of the High rank of Executive The Company has prepared the succession plan to prepare in the event the executive is unable to perform his duty, by having initiatively structured the replacement of the low rank of executive in the level of branch manager already. The plan for mid-level executive and high-rank executive are in progress, which this will to ensure that the operation of the Company can be continued. Forming the Internal Audit Department In order to promote the procedures of good governance, the Company has formed an internal audit to review and followed up the result of work performing to the Management, by performing its work independently, and reporting the result of the operation to the Audit Committee directly and regularly. The Company has policy of risk management, group of management shall jointly consider and analyze risk factors both external and internal the organization, by having meeting every 2 weeks and following up the situation that is a cause of risk closely, and notifying to the relevant staff for acknowledgement and to comply with the stipulated measurement of risk management. Moreover, there was a proposal to appoint the auditor to evaluate efficiency of internal accounting control of the Company which the resolution of the shareholders in 2009, approved to appoint the auditor from Ernst & Young Co., Ltd., by Mrs. Nonglak Pumnoi, an auditor License number 4172 as the auditor of the Company and its subsidiaries for the year 2009. 42 Total Home Solution


Internal Control On February 4, 2009, the Board of Directors, Audit Committee and management evaluated the Companyâ&#x20AC;&#x2122;s internal control system. The evaluation was done on the following five criteria:

1. Organization and Environment

The Board of Directors opines that the Company has clear organization chart and has specified scope of authority, responsibility of each department in writing, having specified clear target of business operation which is measurable, which the setting of the target and work plan the management and each executive of each field of work have jointly considered and set the business target and the strategy of operation by using the result of operation in the past years as the basic information. It is then ensured to be properly and shall be able to achieve the target. For our policy, operating regulation, and provision relating to ethics (Code of Conduct), the Company has specified such in the business ethics manual in order for directors, executives, and employees in all departments to use as a guideline for operation. Regarding this business ethics manual, the Company has provided such in consideration of relevant laws and regulations including the effects which may occur to interested parties.

2. Risk Management

The Board of Directors opines that the group of executives has regularly considered and evaluated the risks that may affect the result of operation of the Company, by specifying operation plan of every year and fixed to have meeting in every 2 weeks in order to follow up the result of operation, and the risk factors closely for setting management method and for controlling the risk to be at the acceptable level, and notified relevant staff to be aware of and to comply with the measurement of risk management.

3. Controlling

The Board of Directors opines that the Company has specified the scope of authority, approval credit limit of executive in each level clearly in writing, and completely separate duty and responsibility for approval work, account booking and information technology, and the looking after of property separately in order to examine each other. In case the Company has entered into transactions with the major shareholders, director, executive, or relevant persons, the Company shall propose such transaction through the Audit Committee Meeting and complete such transaction as if such were made with outsider.

4. Information Technology and Communication System

The Board of Directors opines that the Company has prepared the notice calling for the Board of Directors Meeting,stating information and details of agenda to the meeting, including summary of information to the Board of Directorsfor consideration of at least 7 days before the meeting, and has made the complete minutes of the Board of Directors meeting which may be referable, and such can be used to examine the appropriateness in performing the duty of the Director. The Company has selected the accounting policy that is generally accepted in accounting principle, and retained documents supplement to records properly. The Company hired Brambles (Thailand) Co., Ltd., a document retaining company, as the document keeper with the appropriate controlling system.

5. Mornitoring

The Board of Directors opines that the Company has added an agenda on monitoring the result of operation every month, in order to notify to the Board of Directors and to propose suggestions for work performing. For operation plan and budget, the Company will make and review them every half year. In case there is an internal audit, the Company has required the internal auditor to report the result directly to the Board of Directors or the Audit Committee, in order for the auditor to perform its duties independently and propose the auditing report in open manner. Apart form this, the Companyâ&#x20AC;&#x2122;s auditor, Mrs. Nonglak Pumnoi, the auditor with certified license no. 4172 of Ernst & Young Office Co., Ltd, as the auditor of the Company for the year end on December 31, 2009 has given her comment on the assessment of the efficiency of the internal control of the Companyâ&#x20AC;&#x2122;s accounting that no significant weak points were found in the internal audit system on the accounting. Total Home Solution 43


Dividend Policy The Company has the policy to pay dividend to shareholders not less than 40% of the net profit of each year. However, the consideration for dividend payment will take other factors into account such as result of operation and financial status of the Company, Liquidity, Expansion of Business and other factors relating to the management of the Company. Each dividend payment is required to obtain approval from shareholders and Board of Directors. Dividend payment during 2007 - 2009 is as follows: Dividend

2007

2008

2009

Baht per share

0.181

0.35

1.002

Remark : 1. The Company increased its registered capital from Baht 1,938,146,860 to Baht 1,988,546,860 as resolved by 2008 Annual Shareholders Meeting on April 4, 2008. 2. On October 27, 2009, the Company paid interim dividends at the rate of 1 Baht/ share by dividing into cash dividends at the rate of 0.10 Baht/ share and stock dividends at the rate of 0.90 Baht/ share according to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2009.

Related Transaction In 2009, the Company and its subsidiary had significant business transactions with related parties, which have been concluded on commercial terms and bases agreed upon in the ordinary course of business between the Company and those companies. As of December 31, 2009 and 2008, the Company had outstanding balance with the related transaction, which can be summarized as follows: Name of Company / Nature of relationship 1. Land and Houses Plc. and subsidiaries • Being a major shareholder of the Company by holding 30.03% of total paid-up capital, as of October 15, 2009 • With 2 co-directors 1. Mr. Anant Asavabhokhin 2. Mr. Naporn Soonthornchitcharoen 2. Quality Houses Plc. and subsidiaries • Being a major shareholder of the Company by holding 21.18% of total paid-up capital, as of October 15, 2009. • With 2 co-directors: 1. Mr. Rutt Phanijphand 2. Mr. Anant Asavabhokhin 3. Mrs. Suwanna Buddhaprasart 4. Mr. Joompol Meesook

44 Total Home Solution

Transaction

Amount

(Thousand Baht)

Audit Committee and Management’s opinion

31 Dec 09

31 Dec 08

Sales income Account Receivable

3,755 432

10,460 2,261

Such value was the appropriate selling price as it was the same as the market price which the Company sells to the other customers

Sales income Account Receivable

617 142

871 66

Such value was the appropriate selling price as it was the same as the market price which the Company sells to the other customers


Name of Company / Nature of relationship 3. Land and Houses Retail Bank Plc. • With 2 co-shareholders: 1. Land and Houses Plc. 2. Quality Houses Plc. • With 4 co-directors: 1. Mr. Anant Asavabhokhin 2. Mr. Rutt Phanijphand 3. Mr. Naporn Soonthornchitcharoen 4. Mrs. Suwanna Buddhaprasart 4. Quality Construction Products Plc. and subsidiaries • Land and Houses Plc. and Quality House Plc. are the major shareholders of Quality Construction Products Plc. by holding 31.41% and 24.33% respectively, as of February 7, 2009. • With 4 co-directors: 1. Mr. Anant Asavabhokhin Sarasin 2. Mr. Pong 3. Mr. Naporn Soonthornchitcharoen 4. Mr. Joompol Meesook 5. Quality Houses Property Fund • With 2 co-shareholders 1. Quality Houses Plc. 2. Land and Houses Plc

Transaction Interest income Deposit with financial institution

Purchase of goods Other Receivable Trade Accounts Payable

Rental and service expenses Other Payable Rental guarantee deposit

Amount

(Thousand Baht)

Audit Committee and Management’s opinion

31 Dec 09

31 Dec 08

1,809

1,647

677,977

435,140

1,411 3 162

5,329 6 2,264

Such value was the appropriate purchase price because it was the same market price which the Company could purchase from other manufacturers or sellers.

17,918 1,302

18,575 1,307

3,000

3,000

Such value was generated from the transactions of rent and services fee for the space in the Wave Place building. The Audit Committee opined that such price was calculated from the appropriate rate.

The Company received the interest with the same rate as other customers of the bank, such rate was a normal rate of other banks and financial institutions.

Necessity and Appropriate Reason of Transaction

The connected transaction made was necessary and reasonable to create the highest benefit to the Company. The Audit committee concluded that such was in accordance with business and the general ordinary course of received and paid consideration by and from the Company was fair.

Total Home Solution 45


Measure/Procedure of Approval of Connected Transaction

The connected transaction being made at present and expectedly in the future, e.g. sales of goods to Land and Houses Plc. and Quality Houses Plc., purchase of goods from Quality Construction Products Plc., renting space in the Wave Place building of Land and Houses Property Fund. For the sale of goods transaction, the Company determined the price according to the market price which was the price that buyer could buy them from other manufacturers or sellers. Generally, the specification and price of goods would be determined earlier. For the purchase of goods transactions, the Company purchased them at the market price which it could to purchase from other manufacturers or sellers. The Audit Committee considered the connected transactions and concluded that the Company received and paid remuneration in the fair price according to the general ordinary course of business.

Policy or Tendency of Inter-Transaction

The Company has policy to specify the trade conditions for entering into inter-transaction to be as normal business operation. Price of products to be sold shall be prescribed at the level that can be competed to other vendors. As for Inter-transaction that may be occurred in the future, the Board of Directors shall comply with the laws on Securities and Stock Exchange, and Regulations, Announcement, Order, or Regulations of Stock Exchange of Thailand, and including compliance with the regulations on disclosure of information of connected transaction and acquiring or disposing of material assets of the Company or the Subsidiary. However, if there will be inter-transactions of the Company or its subsidiary occurred to person who may have conflict of benefit, or may have conflict of interest in the future, the Company shall have the Audit Committee give the opinion on necessity and appropriateness for such transactions. In case the Audit Committee is not skillful in considering the inter-transactions that may be occurred, the Company shall arrange for an Independent expert or auditor of the Company to give opinion on such inter-transactions in order to bring such information to supplement for the decision making of the Board of Directors or shareholders as the case may be. However, the Company shall disclose inter-transactions in the note of the financial statement audited by the Auditor of the Company.

46 Total Home Solution


Financial Analysis and Business Operation Results Overview of Business Operation Results In the face of economic downturn since the end of 2008 along with the effects from the world economic crisis, the H1N1 flu outbreak, continuing political conflicts and demonstration, as well as violence situation in the three southern border provinces, had sharply decelerated the economy in 2009. The overall retail and wholesale business in the first half of 2009 contracted due to the slowdown of consumer spending in almost every product category, except for the goods in food section. For the second half of the year, the overall domestic economy adjusted in a better direction. The important factors came from the governmentâ&#x20AC;&#x2122;s economic stimulus measures which resulted in the increase in consumer purchasing power and the improvement of spendings in the retail and wholesale business accordingly. The Company, however, has closely kept abreast of the economic and political situation in order to plan and find measures and strategies to prevent the risks that may occur, and to operate the business so as to successfully reach the planned target. For the Company operation result in 2009, sales, total revenues and net profit are still growing from the previous year due to many driving factors such as an increase in the number of branches, same store sales growth, sales of new stores, efficiency of inventory management, revenues from space rental business, and revenues from HomePro Expo etc.

Operating Result

Comparing the results of operation for the year ended 31st December 2009 to the same period of year 2008.

1. Revenue from Sales

In 2009, the Company and its subsidiary generated revenue from sales of Baht 20,329.12 million, increased from the previous year by Baht 1,788.84 million or 9.65%. The increase was mainly driven by the same store sales growth, sales of the newly opened branches during 2008 to 2009, and sales from HomePro EXPO in the 1st and 4th quarter of the year.

2. Other Revenues

In 2009, the Company and its subsidiary generated other revenues of Baht 1,469.97 million, increased from 2008 by Baht 186.06 million or 14.49%, from the following transactions: â&#x20AC;˘ Revenue from rental and service, increased by Baht 74.12 million, from space rental revenue of HomePro Village branch and HomePro EXPO No. 9 and 10. â&#x20AC;˘ Other Revenues, increased by Baht 111.94 million, revenue from advertising fee, support fee of promotional activities from business partners, service fee related to sales of goods and other revenues of its subsidiary.

3. Cost of Sales and Gross Profit Margin

In 2009, the Company and its subsidiary had the cost of sales of Baht 15,395.07 million, increased from the previous year by 1,248.34 million or 8.82%, which was the result of the increase of sales. The Company had gross profit of Baht 4,936.10 million, increased from the previous year of Baht 540.87 million. The gross profit margin as percent to sales was 24.28%, moved up from the previous year of 23.71%.

Total Home Solution 47


The increase of gross profit was resulted by the increase in efficiency of inventory management system as well as the increase in volume discount of order in the large quantity. As a result, the increase rate of cost of good sold is less than the increase rate of gross margin. The gross margin has also increased by the increase in sales volume of house brand products.

4. Selling and Administrative Expenses

In 2009, the Company and its subsidiary had selling and administrative expenses amounted to Baht 4,650.29 million, increased from the previous year by Baht 458.39 million or 10.94%. The proportion as percent to sales increased from 22.61% to 22.88%. The details of expenses in each group are as follows: • Selling expenses of Baht 3,787.03 million, being expenses for branches, operation and distribution unit, increased by Baht 404.91 million from expenses on salary, utilities, credit card fee, maintenance, and depreciation. • Administrative expenses of Baht 801.17 million, mostly being expenses of Head Office, increased by Baht 21.69 million from expenses on salary and remuneration, consultation, tax, and fees. • Other expenses amounted to Baht 62.10 million, decreased by Baht 31.79 million.

5. Financial Expenses

Financial Expenses of year 2009 were Baht 113.13 million, decreased from the previous year by Baht 21.28 million or 15.83%. The proportion as percent to sales decreased from 0.72% to 0.56%, which was mainly driven by the decrease of paid interest from partial payment of long-term loan and the lower interest rate.

6. Net Profit

For the result of operation in 2009, the Company and its subsidiary had net profit of Baht 1,142.86 million, increased from the previous year by Baht 183.44 million or 19.12 %. The increase of net profit was caused by the increase of sales and other revenues, together with the decrease of cost of sales and decrease of interest payment. These made the proportion of net profit to sales to move up from 5.17% to 5.62%.

7. Return on Equity

As of 31st December 2009 and 2008, the Company and its subsidiary had return on equity of 22.34% and 20.68% respectively. The increase of return on equity in 2009 was caused the increase of net profit over the increase of equities.

Balance Sheet

Comparing financial status as at 31st December 2009 and 31st December 2008

1. Net Assets

As at 31st December 2009, the Company and its subsidiary had total assets of Baht 13,866.03 million, increased from 31st December 2008 by Baht 496.96 million or 3.72%. The growth of asset value was due to

48 Total Home Solution


the change of significant transactions as follows: • Cash and cash equivalents increased by Baht 242.54 million which was from the increase in bank deposit received from issuance of debenture and outstanding cash at branches at the year end date. • Net inventory increased by Baht 177.06 million, which was a result of the increase in total branches and the new stores to be opened in 2010. • Net Property, plant and equipment, and net leasehold rights and software totaling increased by Baht 59.37 million or 0.68%, which was from the investment in new store expansion in 2009 and 2010. • Other assets increased by Baht 17.99 million.

Accounts Receivable

As of December 31, 2009, the Company and its subsidiary had total net accounts receivable of Baht 128.79 million, decreased from the previous year by Baht 6.20 million or 4.59%. The outstanding balances of accounts receivable as at 31 December 2009 and 2008 are aged as follows:

(Unit : MB)

Age of receivables

Not yet Due Past Due: • Up to 6 months • 6-12 months • over 12 months Total

Consolidated Financeial Statement 31 Dec 2009 31 Dec 2008

Separate Financeial Statement 31 Dec 2009 31 Dec 2008

126.26

127.42

123.87

125.32

11.80 0.04 5.07 143.18

16.66 0.01 16.52 160.63

9.52 5.07 138.47

14.05 0.01 16.52 155.91

As of December 31, 2009, the Company and its subsidiary had overdue accounts receivable exceeding 12 months of Baht 5.07 million, which was partly from the debtors who had difficulty relating to their operation affected by the economic situation in 1997. However, the Company had already proceeded with lawsuits and set provisions for bad debts. As of December 31, 2008 and December 31, 2009, the Company set allowance for doubtful bad debts for the said debtors of Baht 25.64 million, and Baht 14.40 million, respectively.

2. Liabilities

As of December 31, 2009, total liabilities of the Company and its subsidiary were Baht 8,592.59 million increased from 2008 by Baht 179.73 million or 2.14%, which was from the change of the following crucial transactions: • Overdraft funds and short-term loan from financial institution were decreased for Baht 124.82 million. • Accounts Payable was increased by Baht 519.73 million which was from the increase according to sales. • Debenture-net was decreased by Baht 360 millions since, during the middle of the Year, there were redemption of Baht 500 millions. Also, there were issuances of unsecured debenture no. 1/2552 for Baht 300 millions, in which Baht 160 millions will mature within 1 year. • Other debts were increased by Baht 144.82 million. Total Home Solution 49


3. Shareholders’ equity

As of December 31, 2009, shareholders’ equity was Baht 5,273.44 million, increased from the previous year by Baht 317.23 million or 6.40% which the increase was from following transactions: • The issued and paid-up ordinary share was increased by Baht 1,752.01 millions due to the payment of stock dividend in October 2009. Also, another part of issued and paid-up ordinary share was increased from the exercise of right under warrants to purchase ordinary shares of employee No. 3 and 4 for the total of Baht 18.30 millions. • Share premium was increased by Baht 27.51 million. • Retained earning was decreased by Baht 1,480.60 millions due to the payment of interim dividend in the Year 2009.

4. Capital Structure

The capital structure of the Company as of 31st December 2009 consisted of the Company’s debt for the total of Baht 8,592.59 millions and the shareholders equity in the total of Baht 5,273.43 millions. In this regard, if such amount is calculated as the total amount of debt to shareholder equity ratio, such amount will be equivalent to 1.63 which was decreased from the previous year ratio of 1.70. Such decreased rate shows that, in the previous year, the Company invested in assets by spending the capital from its business operation more than accumulating its debt. Moreover, such also reflected our ability to reduce the increased amount of interest.

Liquidity

Summary of cash flow statement as of December 31, 2009 compared to the same period of 2008. Age of receivables Cash from operating activities Cash from investing activities Cash from financing activities Net increase (decrease) in cash

(Unit : MB)

Consolidated Financeial Statement 2009 2008

Separate Financeial Statement 2009 2008

2,454.23 (900.96) (1,310.73) 242.54

2,445.17 (899.96) (1,300.73) 244.48

2,263.24 (1,279.21) (615.32) 368.71

2,243.58 (1,278.02) (605.32) 360.24

As of December 31, 2009, the Company and its subsidiary’s cash and cash equivalents were Baht 846.33 million, net increased from December 31, 2008 by Baht 242.54 million, which derived from the following activities: 1. Net cash from operating activities of Baht 2,454.23 million which were received from the net profit of Baht 1,142.86 million, depreciation and amortization of Baht 914.90 million, including change of current assets and current liabilities e.g. accounts payable increased by Baht 519.66 million, accrued expenses increased by Baht 86.08 million, other liabilities increased by Baht 86.28 million, net cash paid for inventory increased by Baht 236.28 million, and other receivables increased by Baht 59.27 million. 2. Net cash used for investing activities totaled Baht 900.96 millions which such amount was the investment in the asset for the expansion of branches in 2009 for the total of Baht 867.77 millions, the computer software for the total of Baht 23.85 millions, and the leasehold right for the total of Baht 9.35 millions for the space expansion at Ratchapruk branch, Rama 2 branch, and Khoa Yai branch. 50 Total Home Solution


3. Cash received from financing activities, net used in the total of Baht 1,310.73 millions in which such amount was derived from the issuance of debenture for Baht 300 millions together with the increase in capital for ordinary share from the conversion of the warrant of employees for the total of Baht 45.82 millions. Such amount was spent to redeem the debenture for Baht 660 millions and for repayment of the short-term loan for Baht 124.82 millions and for the payment of dividend in the total of Baht 871.45 millions.

Liquidity Ratio

As of December 31, 2009, the Company and its subsidiaries have current assets in the total of Baht 4,301.10 millions and current liabilities in the total of 6,441.69 millions. In this regard, such amount can be calculated into liquidity ratio of 0.67 times which was increased from the previous yearâ&#x20AC;&#x2122;s ratio of 0.05 times. The liquidity ratio of the Company and its subsidiaries as of December 31, 2007, 2008, and 2009 was at 0.56 times, 0.62 times, and 0.67 times. Such continuous increase in liquidity ratio reflects our increased ability to reduce short-term debt.

Auditing Fee

According to the Annual General Shareholders meeting in 2009, which resolved to appoint the Auditors of Ernst & Young Office Co., Ltd as the Companyâ&#x20AC;&#x2122;s auditor of 2009, with the fee of Baht 2,400,000. The actual audit fee for 2009 includes auditing fee for the Company and its subsidiary at the amount of Baht 2,400,000 and other services fee at the amount of Baht 100,000, totaling Baht 2,500,000.

Total Home Solution 51


Report of Board of Directorsâ&#x20AC;&#x2122; Responsibilities in the Financial Statements Dear Shareholders The company consolidated financial statements of Home Product Center Public Company Limited and its subsidiary have been prepared in conformity with the requirements of the Public Company Act B.E. 2535 (1992), the Securities and Exchange Act B.E. 2535 (1992), the Announcement of the Department of Commercial Registration dated September 14, 2001, and the accounting standards prescribed by the Federation of Accounting Professions. The Board of Directors had an opinion that the companyâ&#x20AC;&#x2122;s overall internal control system is at satisfactory level, sufficient to maintain the assets and to protect from fraud, and is responsible for the financial report of the Company and its subsidiary in order to ensure that it shows the actual result of operation, financial status, and cash flows. There have been proper recording of accurate and complete accounting information. Preparing of the financial reports has been considered of selecting appropriate accounting policy and regularly in compliance with the general accepted accounting standard, and there has been disclosing of sufficient significant information in the supplementary to the financial statements.

(Mr. Anant Asavabhokhin) Chairman

52 Total Home Solution

(Mr. Khunawut Thumpomkul) Managing Director


Audit Committee’s Report Dear Shareholders The Audit Committee consists of 3 independent directors being Mr. Apilas Osatanon, as Chairman, Mr. Thaveevat Tatiyamaneekul and Mr. Chanin Roonsumran, as directors, having the duty to examine the reliability of financial statement. The Audit Committee has the duty and responsibility as assigned by the Board of Directors, which includes the review for the company in order to have the accurate and sufficient financial report, have efficient internal control system and corporate governance, have the compliance with relevant laws and regulations, have monitored the transaction which may have conflict of interest in order to be in compliance with the relevant rules and regulations and to earn the utmost benefits to the company, as well as the selection and proposing the opinion for appointment of the external auditor. For the year 2009, the Audit Committee has performed the duty according to the scope of responsibility as stipulated in the charter of the Audit Committee and according to the assignment from the Company’s Board of Directors. There were 13 meetings which at each meeting all the directors attended, and the auditor was invited to attend for the agenda which was relevant. Essence of the Work Performed in year 2009 1. Considered to specify the provision and the preparation of report regarding the conflict of interest of directors, executives, and concerned persons in order to propose to the Company’s board of directors for consideration of an approval. 2. Considered to specify the regulation regarding sale and purchase of assets before and after broadcasting significant information. 3. Having considered and review the quarterly financial report of the company and the annual financial statements before such were disclosed to the Stock Exchange of Thailand and the Office of the Securities and Stock Exchange Commission, which such was made in the agenda of the review of the financial report of the company. 4. Having considered the selection and nomination of company’s independent auditor and determination of the remuneration to propose to the Company’s Board of Directors for the request for approval from the meeting of shareholders. 5. Having convened with the independent auditor for 4 times for considering the guidelines for the performance and scope for the proceeding to examine the accounting, for the review of the audit plan, for the result of the audit and recommendation in order to ensure that the audit of the financial statement has been made completely and appropriately according to the standard of accounting audit, which the meeting with the auditor had no attendance of the management. 6. Having had the meeting with the Office of Internal Audit for the operation and scope of proceeding, the review of examination plan in order to ensure that the internal audit has been made completely and appropriately according to the standard of internal audit, which for the year 2009, the audits were made to evaluate the sufficiency and efficiency of the internal control system of the Company and its subsidiary. Total Home Solution 53


In general, and there was an acknowledgement of the report on the result of the audit and following up of the improvement and correction according to the recommendations in order to cause more effectiveness and efficiency to the internal control system. 7. Having reviewed the performance to be in compliance with the laws on Securities and Stock Exchange, the rules of the Stock Exchange or the laws relevant to the business proceeding of the company. 8. Having considered the disclosure of information, inter and related transactions and the transaction which may have conflicts of interest. 9. Having made the evaluation of the sufficiency and appropriateness of the internal control system which covers the matter of organization and environment, risks management, the operation control of the management, information technology and communication, and tracking system. The Audit Committee has the following opinion; 1. The financial report of the Company is reliable, accurate and complete according to the generally accepted accounting principle and has sufficiently and timely disclosed material information. 2. The company has sufficient and efficient internal control system, risks management system, system of operational control of the management, and the tracking system. 3. The Company has not performed any act in violation to the laws on Securities and Stock Exchange, the rules of the Stock Exchange or the laws relevant to the business of the Company. 4. The appointed external auditor has experience for the work, and has coverage network and is acceptable both in the country and overseas, which such causes the standard of the companyâ&#x20AC;&#x2122;s audits to be in the international level. Also, every auditor and the person who were assigned to sign to certify the financial statements are independent, have no relation or transaction which may cause conflicts of interest with the Company. This can be ensured that the accounting audits were made completely and appropriately according to the accounting standard and were efficient and transparent. 5. The entering into the transaction with related business or the entering into the transaction which may have conflicts of interest have been made in accordance with the law, the rules of the Stock Exchange of Thailand, with appropriate reason for the utmost benefits for the Company, and have no indication or other observations to imply any abnormal circumstance. 6. The Audit Committee has performed the duty completely, correctly and independently, according to the Charter that the Audit Committee has prescribed with good cooperation from every party.

(Mr. Apilas Osatananda) Chairman of the Audit Committee

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Report of Independent Auditor To the Shareholders of Home Product Center Public Company Limited I have audited the accompanying consolidated balance sheets of Home Product Center Public Company Limited and its subsidiary as at 31 December 2009 and 2008, the related consolidated statements of income, changes in shareholdersâ&#x20AC;&#x2122; equity and cash flows for the years then ended, and the separate financial statements of Home Product Center Public Company Limited for the same years. These financial statements are the responsibility of the management of the Company and its subsidiary 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 Home Product Center Public Company Limited and its subsidiary and of Home Product Center Public Company Limited as at 31 December 2009 and 2008, and the results of their operations and cash flows for the years then ended in accordance with generally accepted accounting principles.

(Nonglak Pumnoi) Certified Public Accountant (Thailand) No. 4172

Total Home Solution 55


Balance sheets

As at 31 December 2009 and 2008

(Unit Baht) Note

Consolidated financial statements 2009

Separate financial statements

2008

2009

2008

603,788,150 134,983,014 2,728,078,526 11,263,216 297,520,307 70,844,841 3,846,478,054

824,376,948 124,066,652 2,905,138,033 359,048,810 58,154,929 4,270,785,372

579,894,685 130,267,530 2,728,078,526 11,263,216 304,448,556 58,369,602 3,812,322,115

Assets

Current assets Cash and cash equivalents Trade accounts receivable - net Inventories - net Value added tax receivable Other receivables Other current assets Total current assets Non-current assets Investment in subsidiary Property, plant and equipments - net Computer software - net Leasehold rights - net Property foreclosed Rental guarantee deposits Other non-current assets Total non-current assets Total assets

9 6, 9 7 9

8 10 11 12 9

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

56 Total Home Solution

846,330,829 128,785,030 2,905,138,033 303,776 356,794,276 63,747,426 4,301,099,370

4,999,300 4,999,300 8,710,587,478 8,613,170,787 8,703,030,061 8,602,413,768 92,115,899 130,162,250 92,110,169 130,155,574 702,999,498 722,963,659 702,999,498 722,963,659 4,174,122 4,174,122 4,174,122 4,174,122 37,821,322 38,390,882 37,821,322 38,390,882 17,230,349 13,731,996 1,595,201 2,964,574 9,564,928,668 9,522,593,696 9,546,729,673 9,506,061,879 13,866,028,038 13,369,071,750 13,817,515,045 13,318,383,994


Balance sheets (Continued)

As at 31 December 2009 and 2008

(Unit Baht) Note

Liabilities and shareholdersâ&#x20AC;&#x2122; equity Current liabilities Bank overdrafts and short-term loans from financial institutions Trade accounts payable Current portion of liabilities under financial lease agreements Short-term loans from related party Current portion of debentures Current portion of long-term loans Payables from purchases of assets Accrued expenses Corporate income tax payable Advances received from customers Other payables Other current liabilities Total current liabilities Non-current liabilities Liabilities under financial lease agreements - net of current portion Debentures - net of current portion Long-term loans - net of current portion Rental received in advance Other non-current liabilities Total non-current liabilities Total liabilities

Consolidated financial statements 2009

Separate financial statements

2008

2009

2008

13 9

4,216,890,094

124,823,805 3,697,157,646

4,211,189,025

124,823,805 3,692,452,199

14 9 15 16

3,539,452 160,000,000 486,240,000 119,219,458 365,409,521 247,190,722 423,897,463 197,239,903 222,061,646 6,441,688,259

9,295,721 660,000,000 300,000,000 113,838,115 317,074,342 166,962,762 443,928,321 198,309,742 172,159,971 6,203,550,425

3,539,452 70,000,000 160,000,000 486,240,000 119,219,458 347,968,716 247,190,722 423,897,463 191,781,208 220,158,336 6,481,184,380

9,295,721 60,000,000 660,000,000 300,000,000 113,838,115 301,203,104 166,962,762 443,928,321 187,111,688 170,512,521 6,230,128,236

5,635,594 1,030,000,000 494,080,000 521,145,727 100,042,095 2,150,903,416 8,592,591,675

5,470,378 890,000,000 675,000,000 542,793,413 96,046,295 2,209,310,086 8,412,860,511

5,635,594 1,030,000,000 494,080,000 521,145,727 28,144,671 2,079,005,992 8,560,190,372

5,470,378 890,000,000 675,000,000 542,793,413 30,228,946 2,143,492,737 8,373,620,973

9

14 15 16 26.2

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

Total Home Solution 57


Balance sheets (Continued)

As at 31 December 2009 and 2008

(Unit : Baht) Note

Shareholders’ equity Share capital Registered share capital 3,794,213,851 ordinary shares of Baht 1 each (2008: 1,986,468,146 ordinary shares of Baht 1 each) Issued and paid-up share capital 3,703,926,216 ordinary shares of Baht 1 each (2008: 1,933,610,600 ordinary shares of Baht 1 each) Share premium Retained earnings Appropriated - statutory reserve Unappropriated Equity attributable to the Company’s shareholders Minority interest - equity attributable to minority shareholders of subsidiary Total shareholders’ equity Total liabilities and shareholders’ equity

2009

Separate financial statements

2008

2009

2008

3,794,213,851

1,986,468,146

3,794,213,851

1,986,468,146

3,703,926,216 594,317,420

1,933,610,600 566,804,398

3,703,926,216 594,317,420

1,933,610,600 566,804,398

235,400,000 739,789,772

178,400,000 2,277,393,938

235,400,000 723,681,037

178,400,000 2,265,948,023

5,273,433,408

4,956,208,936

5,257,324,673

4,944,763,021

17, 18

19

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

58 Total Home Solution

Consolidated financial statements

2,955 2,303 5,273,436,363 4,956,211,239 5,257,324,673 4,944,763,021 13,866,028,038 13,369,071,750 13,817,515,045 13,318,383,994


Income statements

For the years ended 31 December 2009 and 2008

(Unit : Baht) Consolidated financial statements 2009

Revenues Sales income Rental and service income Other income Total revenues Expenses Cost of sales Selling expenses Administrative expenses Management benefit expenses Other expenses Total expenses Income before financial cost and corporate income tax Financial cost Income before corporate income tax Corporate income tax Net income for the year Net income attributable to: Equity holders of the parent Minority interests of the subsidiary Earnings per share Basic earnings per share Net income attributable to equity holders of the parent Diluted earnings per share Net income attributable to equity holders of the parent

2008

Separate financial statements 2009

2008

20,329,115,960 18,540,272,456 20,330,434,724 18,541,729,829 684,236,990 610,121,551 572,842,217 506,108,373 785,735,252 673,791,205 807,702,375 696,128,323 21,799,088,202 19,824,185,212 21,710,979,316 19,743,966,525 15,395,071,205 14,146,727,776 15,395,071,205 14,146,727,776 3,787,026,062 3,382,111,383 3,708,317,086 3,313,373,594 784,732,881 766,928,902 780,340,879 761,370,598 16,435,000 12,550,000 16,435,000 12,550,000 62,097,147 30,307,413 62,035,902 30,211,710 20,045,362,295 18,338,625,474 19,962,200,072 18,264,233,678 1,753,725,907 (113,129,135) 1,640,596,772 (497,738,690) 1,142,858,082

1,485,559,738 (134,409,118) 1,351,150,620 (391,730,900) 959,419,720

1,748,779,244 (114,485,389) 1,634,293,855 (496,099,245) 1,138,194,610

1,479,732,847 (136,022,575) 1,343,710,272 (389,764,087) 953,946,185

1,142,857,430 652 1,142,858,082

959,418,953 767 959,419,720

1,138,194,610

953,946,185

0.31

0.26

0.31

0.26

0.31

0.26

0.30

0.26

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

Total Home Solution 59


Statements of cash flows

For the years ended 31 December 2009 and 2008

(Unit : Baht) Consolidated financial statements

Cash flows from operating activities Net income before tax Adjustments to reconcile net income before tax to net cash provided by (paid for) operating activities: Depreciation and amortisation Allowance for doubtful accounts (reversal) Allowance for stock obsolescence Loss from sales of assets Allowance for impairment of assets Unrealised exchange losses - net Interest expenses Income from operating activities before changes in operating assets and liabilities Decrease (increase) in operating assets Trade accounts receivable Inventories Value added tax receivable Rental guarantee deposits Other receivables Other current assets Other non-current assets Increase (decrease) in operating liabilities Trade accounts payable Other payables Advances received from customers Accrued expenses Other current liabilities Rental received in advance Other non-current liabilities Cash from operating activities Cash paid for interest expenses Cash paid for corporate income tax Net cash flows from operating activities The accompanying notes are an integral part of the financial statements.

60 Total Home Solution

Separate financial statements

2009

2008

2009

2008

1,640,596,772

1,351,150,620

1,634,293,855

1,343,710,272

804,523,182 (11,245,058) 59,219,925 5,410,793 57,000,000 76,352 110,975,824

728,267,920 4,857,895 59,375,259 4,635,329 20,540,000 24,532 124,228,618

800,383,504 (11,245,058) 59,219,925 5,349,547 57,000,000 76,352 112,514,434

724,353,707 4,857,895 59,375,259 4,539,626 20,540,000 24,532 125,960,878

2,666,557,790

2,293,080,173

2,657,592,559

2,283,362,169

17,443,042 (236,279,432) 10,959,440 569,560 (59,273,969) 7,097,415 1,369,372

3,740,844 (239,884,909) 31,740,481 (3,771,896) (61,085,828) (8,911,590) (11,262,914)

17,445,936 (236,279,432) 11,263,216 569,560 (54,600,254) 214,673 1,369,373

1,408,145 (239,884,909) 31,740,481 (3,771,896) (67,226,679) (18,250,406) (495,492)

519,656,096 (1,069,839) (20,030,858) 47,375,536 49,901,675 (21,647,686) 3,995,800 2,986,623,942 (110,016,181) (422,378,455) 2,454,229,306

490,777,954 44,804,652 56,253,267 86,805,931 84,629,376 (21,610,060) 2,627,939 2,747,933,420 (119,402,301) (365,290,516) 2,263,240,603

518,660,474 4,669,520 (20,030,858) 45,805,969 49,645,815 (21,647,686) (2,084,275) 2,972,594,590 (111,554,791) (415,871,285) 2,445,168,514

489,856,495 39,879,078 56,253,267 91,420,799 84,711,631 (21,610,060) (3,088,855) 2,724,303,768 (121,134,561) (359,582,436) 2,243,586,771


Statements of cash flows (Continued) For the years ended 31 December 2009 and 2008 (Unit : Baht) Consolidated financial statements 2009

2008

Separate financial statements 2009

2008

Cash flows from investing activities Acquisition of computer software (23,846,186) (31,147,714) (23,846,186) (31,147,714) Acquisition of leasehold rights (9,347,368) (236,526,147) (9,347,368) (236,526,147) Proceeds from sales of assets 1,125,744 871,793 1,119,505 868,411 Acquisition of assets (868,891,001) (1,012,403,732) (867,884,386) (1,011,215,449) Net cash used in investing activities (900,958,811) (1,279,205,800) (899,958,435) (1,278,020,899) Cash flows from financing activities Decrease in bank overdrafts and short-term loans from financial institutions (124,823,805) (430,176,195) (124,823,805) (430,176,195) Increase in short-term loans from related party 25,000,000 120,000,000 Repayment of short-term loans from related party (15,000,000) (110,000,000) Increase in long-term loans 745,000,000 745,000,000 Decrease in liabilities under financial lease agreements (5,591,053) (8,458,687) (5,591,053) (8,458,687) Increase in debentures 300,000,000 1,130,000,000 300,000,000 1,130,000,000 Repayment of debentures (660,000,000) (580,000,000) (660,000,000) (580,000,000) Repayment of long-term loans (739,680,000) (400,000,000) (739,680,000) (400,000,000) Converted warrants to share capital 45,816,199 19,800,513 45,816,199 19,800,513 Dividend paid (871,449,157) (346,487,296) (871,449,157) (346,487,296) Net cash used in financing activities (1,310,727,816) (615,321,665) (1,300,727,816) (605,321,665) Net increase in cash and cash equivalents 242,542,679 368,713,138 244,482,263 360,244,207 Cash and cash equivalents at beginning of year 603,788,150 235,075,012 579,894,685 219,650,478 Cash and cash equivalents at end of year 846,330,829 603,788,150 824,376,948 579,894,685 Supplemental cash flows information: Non-cash items consist of Decrease (increase) in payables from purchases of assets Stock dividends

(5,381,343) 1,752,012,439

28,631,982 -

(5,381,343) 1,752,012,439

28,631,982 -

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

Total Home Solution 61


62 Total Home Solution

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

Balance as at 31 December 2008 Net income for the year Stock dividends Dividend paid Unappropriated retained earnings transferred to statutory reserve Converted warrants to share capital Balance as at 31 December 2009

Balance as at 31 December 2007 Net income for the year Dividend paid Unappropriated retained earnings transferred to statutory reserve Converted warrants to share capital Balance as at 31 December 2008

19 17

17, 24 24

24

Note

18,303,177 3,703,926,216

27,513,022 594,317,420

566,804,398 -

11,110,335 566,804,398

8,690,178 1,933,610,600 1,933,610,600 1,752,012,439 -

555,694,063 -

Share premium

1,924,920,422 -

Issued and paid-up share capital

For the years ended 31 December 2009 and 2008

57,000,000 235,400,000

178,400,000 -

(57,000,000) 45,816,199 739,789,772 5,273,433,408

2,277,393,938 4,956,208,936 1,142,857,430 1,142,857,430 (1,752,012,439) (871,449,157) (871,449,157)

47,700,000 (47,700,000) 19,800,513 178,400,000 2,277,393,938 4,956,208,936

130,700,000 1,712,162,281 4,323,476,766 - 959,418,953 959,418,953 - (346,487,296) (346,487,296)

Total

(Unit : Baht)

45,816,199 2,955 5,273,436,363

2,303 4,956,211,239 652 1,142,858,082 - (871,449,157)

19,800,513 2,303 4,956,211,239

1,536 4,323,478,302 767 959,419,720 - (346,487,296)

Minority interest-equity attributable Total equity Appropriated - statutory Unappropriated attributable to to minority shareholders the parentâ&#x20AC;&#x2122;s reserve shareholders of subsidiary

Consolidated financial statements Equity attributable to the parentâ&#x20AC;&#x2122;s shareholders Retained earnings

Statements of changes in shareholdersâ&#x20AC;&#x2122; equity


Total Home Solution 63

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

Balance as at 31 December 2008 Net income for the year Stock dividend Dividend paid Unappropriated retained earnings transferred to statutory reserve Converted warrants to share capital Balance as at 31 December 2009

Balance as at 31 December 2007 Net income for the year Dividend paid Unappropriated retained earnings transferred to statutory reserve Converted warrants to share capital Balance as at 31 December 2008

19 17

17, 24 24

24

Note

18,303,177 3,703,926,216

27,513,022 594,317,420

-

566,804,398 -

11,110,335 566,804,398

8,690,178 1,933,610,600 1,933,610,600 1,752,012,439 -

555,694,063 -

1,924,920,422 -

Issued and paid-up share capital

For the years ended 31 December 2009 and 2008

57,000,000 235,400,000

178,400,000 -

47,700,000 178,400,000

130,700,000 -

(57,000,000) 723,681,037

2,265,948,023 1,138,194,610 (1,752,012,439) (871,449,157)

(47,700,000) 2,265,948,023

1,706,189,134 953,946,185 (346,487,296)

Separate financial statements Retained earnings Appropriated Share premium - statutory reserve Unappropriated

Statements of changes in shareholdersâ&#x20AC;&#x2122; equity

45,816,199 5,257,324,673

4,944,763,021 1,138,194,610 (871,449,157)

19,800,513 4,944,763,021

4,317,503,619 953,946,185 (346,487,296)

Total

(Unit : Baht)


Notes to consolidated financial statements For the years ended 31 December 2009 and 2008 1. Corporate information

Home Product Center Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand. Its major shareholders are Land and Houses Plc. and Quality Houses Plc., which were incorporated in Thailand. The Company is principally engaged in the trading of a complete range of goods and materials for construction, addition, refurbishment and renovation of buildings and residences, and provision for related services, together with space rental. Its registered address is 96/27 Moo 9, Tambol Bangkhen, Amphur Muang, Nonthaburi. As at 31 December 2009, the Company has a total of 35 branches operating in Bangkok and other provinces (2008: 33 branches).

2. Basis of preparation

2.1 The financial statements have been prepared in accordance with accounting standards enunciated under the Accounting Profession 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 the Company (“the Company”) and the following subsidiary (“the subsidiary”) Company’s name

Market Village company Limited

Nature of Country of business incorporation

Space Rental

Thailand

Percentage of shareholding

Assets as a percentage to the consolidated total assets as at 31 December

2009

2008

2009

Percent

Percent

Percent

99.99

99.99

0.40

2008

Revenues as a percentage to the consolidated total revenues for the years ended 31 December

2009

Percent Percent 0.47

1.20

2008

Percent 1.16

b) Subsidiary is 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 subsidiary are prepared for the same reporting period as the parent company, using consistent significant accounting policies. d) Material balances and transactions between the Company and its subsidiary have been eliminated from the consolidated financial statements. e) Investment in the subsidiary as recorded in the Company’s books of account is eliminated against the equity of the subsidiary. f) Minority interest represents the portion of net income or loss and net assets of the subsidiary that is not held by the Company and is presented separately in the consolidated income statement and within equity in the consolidated balance sheet. 64 Total Home Solution


2.3 The separate financial statements, which present investment in subsidiary presented under the cost method, have been prepared solely for the benefit of the public.

3. Adoption of new accounting standards

In June 2009, the Federation of Accounting Professions issued Notification No. 12/2552, assigning new numbers to Thai Accounting Standards that match the corresponding International Accounting Standards. The numbers of Thai Accounting Standards as referred to in these financial statements reflect such change. The Federation of Accounting Professions has issued Notification No. 86/2551 and No. 16/2552, mandating the use of new accounting standards, financial reporting standard and accounting treatment guidance as follows. 3.1 Accounting standards, financial reporting standard and accounting treatment guidance which are effective for the current year • Framework for the Preparation and Presentation of Financial Statements (revised 2007) • TAS 36 (revised 2007) : Impairment of Assets • TFRS 5 (revised 2007) : Non-current Assets Held for Sale and Discontinued Operations • Accounting Treatment Guidance for Leasehold Right • Accounting Treatment Guidance for Business Combination under Common Control These accounting standards, financial reporting standard and accounting treatment guidance became effective for the financial statements for fiscal years beginning on or after 1 January 2009. The management has assessed the effect of these standards and believes that Accounting Treatment Guidance for Business Combination under Common Control is not relevant to the business of the Company, while Framework for Preparation and Presentation of Financial Statements (revised 2007), TAS 36 (revised 2007), TFRS 5 (revised 2007) and Accounting Treatment Guidance for Leasehold Right do not have any significant impact on the financial statements for the current year. 3.2 Accounting standards which are not effective for the current year • TAS 20 : Accounting for Government Grants and Disclosure of Government Assistance, effective on 1 January 2012 • TAS 24 (revised 2007) : Related Party Disclosures, effective on 1 January 2011 • TAS 40 : Investment Property, effective on 1 January 2011 However, TAS 24 (revised 2007) and TAS 40 allows early adoption by the entity before the effective date. The management of the Company has assessed the effect of these standards and believes that TAS 20 is not relevant to the business of the Company, while TAS 24 (revised 2007) and TAS 40 will not have any significant impact on the financial statements for the year in which it is initially applied.

4. Significant accounting policies 4.1 Revenue recognition Sales of goods Sales of goods are recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Sales are the invoiced value, excluding value added tax, of goods supplied after deducting discounts and allowances.

Total Home Solution 65


Rendering of service Service revenue is recognised when services have been rendered taking into account

the stage of completion.

Rental income Rental income under operating leases is recognised over the lease period. Interest income Interest income is recognised on an accrual basis based on the effective interest rate. 4.2 Cash and cash equivalents

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

4.3 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.

4.4 Inventories

Inventories are valued at the lower of cost (moving average cost method) and net realisable value. Volume incentives received from the supplier are accounted for as a reduction of inventory purchases and recognised in income statements when the related inventory is sold.

4.5 Investment

Investment in subsidiary is accounted for in the separated financial statements using the cost method.

4.6 Property, plant and equipment/Depreciation

Land is stated at cost, buildings and equipment are stated at cost less accumulated depreciation, and less 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: Buildings • 20 years Buildings on lease land and building improvement • lease periods but not over useful lives Computer equipment • 3 - 10 years Furniture, fixtures and office equipment • 5 - 10 years Motor vehicles • 5 years

Depreciation is included in determining income. No depreciation is provided on land and land improvement, and assets under installation and under construction.

66 Total Home Solution


4.7 Intangible assets

Intangible assets are measured at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses (if any). Intangible assets (computer software) with finite lives are amortised on a systematic basis over the economic useful life (10 years) 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.

4.8 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 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 Companyâ&#x20AC;&#x2122;s operations.

4.9 Long-term leases Finance leases

Leases of equipment and motor vehicles which transfer substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lower of the fair value of the leased assets and the present value of the minimum lease payments. The outstanding rental obligations, net of finance charges, are included in other long-term payables, while the interest element is charged to the income statements over the lease period. The equipment and motor vehicles acquired under finance leases is depreciated over the useful life of the asset.

Operating leases

Leases not transferring a significant portion of the risks and rewards of ownership 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 period of the lease. 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.

4.10 Foreign currencies

Transactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Baht at the exchange rates ruling at the balance sheet date. Gains and losses on exchange are included in determining income.

4.11 Impairment of assets

At each reporting date, the Company performs impairment reviews in respect of the properly, plant and equipment and other assets whenever events or changes in circumstances indicate that an asset may be impaired. An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the assetâ&#x20AC;&#x2122;s fair value less costs to sell and its value in use, is less than the carrying amount. In determining Total Home Solution 67


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 armâ&#x20AC;&#x2122;s length transaction between knowledgeable, willing parties, after deducting the costs of disposal. An impairment loss is recognised in the income statement.

4.12 Employee benefits

Salaries, wages, bonuses and contributions to the social security fund and provident fund are recognised as expenses when incurred.

4.13 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.

4.14 Income tax

Income tax is provided in the accounts 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. 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 judgment regarding whether significant risk and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement.

Allowance for damaged goods

In determining an allowance for damaged goods due to loss or deterioration, the management needs to exercise judgment in making estimates based upon the condition of goods and the duration such goods have remained in stock.

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.

68 Total Home Solution


Fair value of financial instruments

In determining the fair value of financial instruments that are not actively traded and for which quoted market prices are not readily available, the management exercise judgment, using a variety of valuation techniques and models. The input to these models is taken from observable markets, and includes consideration of liquidity, correlation and longer-term volatility of financial instruments.

Property plant and equipment/Depreciation

In determining depreciation of plant and equipment, the management is required to make estimates of the useful lives and salvage values of the Companyâ&#x20AC;&#x2122;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.

Marketing promotion expenses

Marketing promotion expenses arise in respect of advertising and promotional activities, including various sales promotion activities that are undertaken when the Company has already sold merchandise but still has obligations to customers to make payment related to such sales promotion in the future. Certain transactions are estimates based on experience and comparison with various information available in the related market. However, the use of different estimates and assumptions could affect the amounts of marketing promotion expenses and adjustments to this expense may therefore be required in the future.

6. Trade accounts receivable (Unit: Baht)

Consolidated financial statements 2009 2008 Trade accounts receivable Check returned receivable Credit card and coupon receivable Total Less: Allowance for doubtful accounts Trade accounts receivable - net

72,845,585 4,788,722 65,549,071 143,183,378 (14,398,348) 128,785,030

110,092,951 16,474,985 34,058,484 160,626,420 (25,643,406) 134,983,014

Separate financial statements 2009 2008 68,174,079 4,788,722 65,502,199 138,465,000 (14,398,348) 124,066,652

105,430,492 16,474,985 34,005,459 155,910,936 (25,643,406) 130,267,530

Total Home Solution 69


The outstanding balances of trade accounts receivable as at 31 December 2009 and 2008 are aged as follows: (Unit: Baht)

Consolidated financial statements 2009 2008 Age of receivables Not yet due Past due: Upto 6 months 6 - 12 months Over 12 months Total Less: Allowance for doubtful accounts Trade accounts receivable - net

Separate financial statements 2009 2008

126,264,984

127,421,935

123,871,466

125,318,455

11,801,713 43,433 5,073,248 143,183,378 (14,398,348) 128,785,030

16,664,851 14,724 16,524,910 160,626,420 (25,643,406) 134,983,014

9,520,286 5,073,248 138,465,000 (14,398,348) 124,066,652

14,052,847 14,724 16,524,910 155,910,936 (25,643,406) 130,267,530

7. Inventories

(Unit: Baht)

Consolidated and separate financial statements 2009 2008 3,613,453,916 3,342,685,675 (112,301,165) (82,484,623) 3,501,152,751 3,260,201,052 (495,509,317) (437,617,125) (100,505,401) (94,505,401) 2,905,138,033 2,728,078,526

Inventories Less: Allowance for stock obsolescence Net Less: Inventories - repaid its cost when sold Purchase discount Inventories - net

8. Investment in subsidiary (Unit: Baht)

Paid-up capital 2009 Subsidiary Market Village Co., Ltd.

70 Total Home Solution

2008

5,000,000 5,000,000

Separate financial statements Shareholding Cost percentage 2009 2008 2009 2008

(Percent) (Percent)

99.99

99.99 4,999,300 4,999,300

Dividend received during the year 2009 2008 -

-


9. Related party transactions

During the years, the Company and its subsidiary 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: Baht)

Consolidated financial statements 2009 2008 Transactions with subsidiary company (eliminated from the consolidated financial statements) Sales of goods Rental and service income

-

Other income Service income Interest expenses

-

Transactions with related companies Sales of goods Interest income Purchases of goods Rental and service expenses

Separate financial statements 2009 2008

Pricing policy

- 1,318,764 1,457,373 Market price - 138,894,845 118,957,492 Baht 10.9-11.7 million per month for 2009 and Baht 9.5-11.0 million per month for 2008 - 24,293,934 22,742,904 Percentage of core revenue - 7,558,230 6,872,228 Actual cost - 1,538,610 1,732,260 1.50-4.00 percent per annum (2008: 3.40-4.25 percent per annum)

4,371,699 11,331,640 1,809,526 1,647,215

4,371,699 1,809,526

1,410,774 5,328,940 17,918,221 18,575,202

1,410,774 17,918,221

11,331,640 Market price 1,647,215 0.75-2.85 percent per annum (2008: 0.75-3.00 percent per annum) 5,328,940 Market price 18,575,202 Percentage of sales

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As at 31 December 2009 and 2008, the Company had the outstanding balances with related parties which had been included in the following accounts: (Unit: Baht)

Consolidated financial statements 2009 2008 Bill of exchanges and deposits with financial institution (included in cash and cash equivalents) Land and Houses Retail Bank Plc.(1)

Separate financial statements 2009 2008

677,976,592

435,139,799

677,976,592

435,139,799

432,460 141,868

2,261,237 66,457

432,460 141,868

2,261,237 66,457

574,328

2,327,694

81,800 656,128

177,860 2,505,554

3,210

6,420

3,210

6,420

3,210

6,420

2,254,534 2,257,744

6,928,250 6,934,670

3,000,000

3,000,000

3,000,000

3,000,000

161,918

2,263,542

161,918

2,263,542

Short-term loans from related party Market Village Co., Ltd. (eliminated from the consolidated financial statements)

-

-

70,000,000

60,000,000

Other payables Quality Houses Property and Loans Funds(1)

1,302,452

1,307,185

1,302,452

1,307,185

Trade accounts receivable Land and Houses Plc. and subsidiaries(2) Quality Houses Plc. and subsidiaries(2) Market Village Co., Ltd. (eliminated from the consolidated financial statements) Total Other receivables Quality Construction Products Plc. and subsidiaries(1) Market Village Co., Ltd. (eliminated from the consolidated financial statements) Total Rental guarantee deposits Quality Houses Property and Loans Funds(1) Trade accounts payable Quality Construction Products Plc. and subsidiaries(1)

Relationship with the related companies (1) has common shareholders (2) the major shareholders

During the year 2009, movements in the balances of short-term loans from related party were as follows: (Unit: Baht)

As at

1 January 2008

Subsidiary Market Village Co., Ltd. 72 Total Home Solution

60,000,000

During the year Increase Decrease 25,000,000

(15,000,000)

As at

31 December 2009

70,000,000


Short-term loans from related party

The Company has received unsecured loans of Baht 70 million (2008: Baht 60 million) from subsidiary, on which interest is payable on a monthly basis at a rate of 1.50 - 4.00 percent per annum (2008: 3.40 - 4.25 percent per annum). The loans are repayable at call.

Directors and managementâ&#x20AC;&#x2122;s remuneration

During the year 2009, the Company and its subsidiary paid salaries, bonus, meeting allowance and gratuities to their directors and management totaling Baht 16.44 million (2008: Baht 12.55 million). In addition, during the year 2008 the Company has allocated 5,750,000 warrants to the directors who are the management of the Company and subsidiary without charge. The details of the warrants are presented in Note 18 to the financial statements.

10. Property, plant and equipment (Unit: Baht)

Consolidated financial statements

Costs: As at 31 December 2008 Additions Disposals Transfers in (out) As at 31 December 2009 Accumulated depreciation: As at 31 December 2008 Depreciation for the year Depreciation on disposals As at 31 December 2009 Allowance for impairment loss: As at 31 December 2008 Increase during the year As at 31 December 2009 Net book value: 31 December 2008 31 December 2009

Furniture Fixtures and office equipment

Assets under installation and under construction

Land and Buildings and building Land Improvement Improvement

Computer equipment

2,380,384,994 6,263,902,855 - 63,993,299 - (3,852,465) - 876,562,247 2,380,384,994 7,200,605,936

280,186,063 1,809,035,498 18,057,547 128,879,413 (5,967,045) (14,349,329) 14,783,657 57,856,894 307,060,222 1,981,422,476

38,274,660 391,700,955 11,163,485,025 6,050,673 657,291,412 874,272,344 (2,546,298) (487,078) (27,202,215) 185,000 (949,387,798) 41,964,035 99,117,491 12,010,555,154

- 1,210,292,257 - 407,280,686 (907,404) - 1,616,665,539

214,757,057 1,039,743,980 43,938,557 298,082,167 (5,869,498) (11,980,785) 252,826,116 1,325,845,362

21,980,944 7,017,706 (1,907,991) 27,090,659

13,000,000 13,000,000

Motor vehicles

50,540,000 14,000,000 64,540,000

-

-

-

2,367,384,994 5,003,070,598 2,367,384,994 5,519,400,397

65,429,006 54,234,106

769,291,518 655,577,114

16,293,716 14,873,376

Depreciation for the year 2008 (Baht 641.7 million included in selling expenses, and the balance in administrative expenses) 2009 (Baht 714.4 million included in selling expenses, and the balance in administrative expenses)

Total

- 2,486,774,238 - 756,319,116 - (20,665,678) - 3,222,427,676 -

63,540,000 14,000,000 77,540,000

391,700,955 8,613,170,787 99,117,491 8,710,587,478 684,135,731 756,319,116

Total Home Solution 73


(Unit: Baht)

Separate financial statements

Cost: As at 31 December 2008 Additions Disposals Transfers in (out) As at 31 December 2009 Accumulated depreciation: As at 31 December 2008 Depreciation for the year Depreciation on disposals As at 31 December 2009 Allowance for impairment loss: As at 31 December 2008 Increases during the year As at 31 December 2009 Net book value: 31 December 2008 31 December 2009

Furniture Fixtures and office equipment

Assets under installation and under construction

Land and Buildings and building Land Improvement Improvement

Computer equipment

2,380,384,994 6,263,257,138 63,993,299 - (3,852,465) - 876,562,247 2,380,384,994 7,199,960,219

279,966,861 1,790,258,063 18,029,467 127,900,878 (5,967,045) (14,133,945) 14,783,657 57,856,894 306,812,940 1,961,881,890

37,677,614 391,700,955 11,143,245,625 6,050,673 657,291,412 873,265,729 (2,546,297) (487,078) (26,986,830) 185,000 (949,387,798) 41,366,990 99,117,491 11,989,524,524

- 1,210,201,097 - 407,216,115 (907,404) - 1,616,509,808

214,669,696 1,030,788,369 43,875,669 294,190,303 (5,869,497) (11,832,886) 252,675,868 1,313,145,786

21,632,695 6,898,297 (1,907,991) 26,623,001

13,000,000 13,000,000

Motor vehicles

50,540,000 14,000,000 64,540,000

-

-

-

2,367,384,994 5,002,516,041 2,367,384,994 5,518,910,411

65,297,165 54,137,072

759,469,694 648,736,104

16,044,919 14,743,989

Depreciation for the year 2008 (Baht 641.7 million included in selling expenses, and the balance in administrative expenses) 2009 (Baht 714.4 million included in selling expenses, and the balance in administrative expenses)

Total

- 2,477,291,857 - 752,180,384 - (20,517,778) - 3,208,954,463 -

63,540,000 14,000,000 77,540,000

391,700,955 8,602,413,768 99,117,491 8,703,030,061 680,222,463 752,180,384

As at 31 December 2009, the Company had vehicles and equipment under finance lease agreements with net book values amounting to Baht 15.4 million (2008: Baht 34.0 million). As at 31 December 2009, certain plant and equipment items have been fully depreciated but are still in use. The original cost of those assets amounted to approximately Baht 512.6 million (2008: Baht 440.2 million) (The separate financial statements: Baht 512.6 million, 2008: Baht 440.2 million). As at 31 December 2009, the Company has mortgaged buildings and leasehold rights (Note 12) with net book value of Baht 625.4 million (2008: Baht 576.5 million) to secure credit facilities from banks, as described in Notes 13 and 16.

74 Total Home Solution


11. Computer software

(Unit: Baht) Consolidated financial statements

Separate financial statements

Cost 31 December 2008 Acquisitions during the year 31 December 2009 Accumulated amortisation 31 December 2008 Amortisation for the year 31 December 2009 Allowance for impairment loss 31 December 2008 Increase during the year 31 December 2009 Net book value 31 December 2008 31 December 2009

210,806,288 23,846,186 234,652,474

210,796,832 23,846,186 234,643,018

80,644,038 18,892,537 99,536,575

80,641,258 18,891,591 99,532,849

43,000,000 43,000,000

43,000,000 43,000,000

130,162,250 92,115,899

130,155,574 92,110,169

12. Leasehold rights

(Unit: Baht)

Consolidated and Separate financial statements Cost 31 December 2008 Acquisitions during the year 31 December 2009 Accumulated amortisation 31 December 2008 Amortisation for the yyear 31 December 2009 Net book value 31 December 2008 31 December 2009

861,451,458 9,347,368 870,798,826 138,487,799 29,311,529 167,799,328 722,963,659 702,999,498

13. Bank overdrafts and short-term loans from financial institutions

Short-term loans from financial institutions

(Unit: Baht)

Consolidated and separate financial statements 2009 2008 124,823,805 Total Home Solution 75


As at 31 December 2009, the Company had short-term loans from financial institution in the form of promissory notes. The loans carry interest at rate of 4.00% per annum and are not secured. The loans are repayable at call. As at 31 December 2009 and 2008, the Company had overdraft lines from banks totaling Baht 155 million and Baht 130 million, respectively, and other credit facilities amounting to Baht 3,929 million and Baht 4,677 million, respectively, some of which are secured by leasehold rights and construction (Notes 10 and 12).

14. Liabilities under financial lease agreements

(Unit: Baht)

Consolidated and separate financial statements Portion due within one year Portion due over one year 2009 2008 2009 2008 Liabilities under financial lease agreements Less: Deferred interest expense Net

3,996,042 (456,590) 3,539,452

9,951,132 (655,411) 9,295,721

5,995,160 (359,566) 5,635,594

5,847,324 (376,946) 5,470,378

The Company has entered into the finance lease agreements with leasing companies for rental of motor vehicles and equipment for use in its operation, whereby it is committed to pay rental on a monthly basis. The terms of the agreements are generally between 3 to 5 years. As at 31 December 2009, Future minimum lease payments required under the finance lease agreements were as follows:-

(Unit: Million Baht)

Less than 1 year Future minimum lease payments Deferred interest expenses Present value of future minimum lease payments

1 - 5 years

4.00 (0.46) 3.54

Total

6.00 (0.36) 5.64

10.00 (0.82) 9.18

15. Debentures

(Unit: Baht)

Consolidated and separate financial statements Number of debentures (Unit) Amount (Baht) 2009 2008 2009 2008 Unsecured debentures #1/2005 series 2 Unsecured debentures #1/2008 #2/2008 #1/2009 Total Less: Current portion Debentures - net of current portion

76 Total Home Solution

-

500,000

-

500,000,000

500,000 630,000 300,000 1,430,000

500,000 630,000 1,630,000

260,000,000 630,000,000 300,000,000 1,190,000,000 (160,000,000) 1,030,000,000

420,000,000 630,000,000 1,550,000,000 (660,000,000) 890,000,000


Details of the Company’s debentures are as follows: 1. The Unsubordinated and Unsecured Debentures of Home Product Center Plc. No. 1/2005 Series 2 Due 2009 Name of debentures Amounts Term Issue date Interest rate Interest payment schedule Principal repayment Covenants

“ The Unsubordinated and Unsecured Debentures of Home Product Center Plc. No. 1/2005 Series 2 Due 2009 ” Baht 500 million 4 years, starting from date of issuance 17 March 2005 5.40 percent per annum Quarterly in March, June, September and December On the redemption date of 17 March 2009 Maintenance of debt to equity ratios and restrictions on dividend payment

The unsecured debentures of Baht 500 million matured on 17 March 2009; the Company has, therefore, already paid in full to the debentures holders. 2. The Principal paid by installment of the Unsubordinated and Unsecured Debentures of Home Product Center Plc. No. 1/2008 Due 2011 Name of debentures Amount Term Issue date Interest rate Interest payment schedule Principal repayment Covenants

“The Principal paid by installment Debentures of Home Product Center Plc. No. 1/2008 Due 2011” Baht 500 million 3 years, starting from date of issuance 2 May 2008 4.00% per annum Quarterly in February, May, August and November 12 quarterly payments totaling Baht 40 million each (the last of Baht 60 million), starting 2 August 2008 and with the last payment due on 2 May 2011 Maintenance of debt to equity ratios

During the current year, the Company repaid the principal of debentures amounting to Baht 40 million per each installment, totaling Baht 160 million, as stipulated in the terms of repayment of the above debentures, to the debenture holders.

Total Home Solution 77


3. The Unsubordinated and Unsecured Debentures of Home Product Center Plc. No.2/2008 Due 2011. Name of debentures Amount Term Issue date Interest rate Interest payment schedule Principal repayment Covenants

“The Unsubordinated and Unsecured Debentures of Home Product Center Plc. No. 2/2008 due 2011” Baht 630 million 3 years, starting from date of issuance 21 November 2008 5.50% per annum Quarterly in November, February, May and August On the redemption date of 21 November 2011 Maintenance of debt to equity ratios and restrictions on dividend payment

On 8 April 2009, the Annual General Meeting of the shareholders of the Company passed resolution approving the cancellation of debentures which previously approved for issuance and has not yet been offered at the amount of Baht 1,870 million, and the issuance and offering of debt instruments, details are as follows:• The issuance and offering of bills of exchange and/or short-term debentures of which the maturity date shall not exceed 270 days from the date of issuance, in the amount of not exceeding Baht 2,000 million. • The issuance and offering of long-term debentures of which the maturity date shall not exceed 10 years from the date of issuance, in the amount of not exceeding Baht 4,000 million. 4 On 1 October 2009, the Company issued Baht 300 million of the Unsubordinated and Unsecured Debentures of Home Product Center Plc. No. 1/2009 due 2012, to be sold by private placement, in accordance with a resolution of the Annual General Meeting of the Company held on 8 April 2009. Details are as follows: Name of debentures Amount Term Issued date Interest rate Interest payment schedule Principal repayment Covenants

78 Total Home Solution

“The Unsubordinated and Unsecured Debentures of Home Product Center Plc. No. 1/2009 due 2012” Baht 300 million 3 years, starting from date of issuance 1 October 2009 4.00% per annum Quarterly in January, April, July and October, starting from 1 January 2010 and with the last payment due on 2 October 2012 On the redemption date of 2 October 2012 Maintenance of debt to equity ratios and restrictions on dividend payment


16. Long-term loans

Details of the Companyâ&#x20AC;&#x2122;s long-term loans are as follows: No.

Principal

1 2

1,500,000,000 845,000,000

Total

Less: Current portion Long-term loans - net of current portion

(Unit: Baht)

Consolidated and separate financial statements Outstanding balances Terms of payment Interest Rate 2009 2008 (per month)

675,000,000 305,320,000 980,320,000 (486,240,000)

975,000,000 975,000,000 (300,000,000)

494,080,000

675,000,000

25.00 Million 15.52 Million

* **

* : At 4.15% - 4.25% per annum and from June 2010 onwards at MLR ** : At MLR minus an agreed margin

1. The Company has pledged its assets and leasehold rights to secure loans (facility #1) (Note 10 and 12). 2. On 8 June 2007, the Company entered into a Baht 2,000 million loan agreement with a commercial bank (facility #2). The loans will be repaid within 78 monthly installments of not less than Baht 33 million each, and are subject to interest at the MLR minus the agreed margin. The loans are secured by a negative pledge over some of the Companyâ&#x20AC;&#x2122;s assets and certain leasehold rights. On 28 July 2008, the Company and the bank jointly amended the loan agreement to decrease the facility from Baht 2,000 million to Baht 845 million. On 5 February 2009, the Company and the bank jointly amended certain conditions of use of loan facilities, including the term of repayment. The term of loan repayment had been changed from monthly payment in the amount of not less than Baht 33.00 million, within 61 months to monthly payment in the amount of not less than Baht 15.52 million, within 48 months. In September 2009, the Company has utilised the long-term loan facility in full (2008: the unutilised portion of the facility amounted to Baht 745 million). In October 2009, the Company made an early repayment for a portion of loan principal amounting to Baht 300 million. 3. The Company has to comply with certain covenants stipulated in the loan agreements such as the maintenance of debt to equity ratio.

Total Home Solution 79


17. Share capital As discussed in Note 18, during the current year, the holders of the warrants of the Company exercised the warrants as follows: (Unit: Baht)

2009 ESOP-W2 ESOP-W3 ESOP-W4 • The first quarter • The second quarter • The third quarter • The fourth quarter Total

Warrants (Unit)

Ordinary shares (Shares)

Exercise price (Baht/share)

Amount (Baht)

9,700 5,352,901

17,682 5,525,360

1.000 1.000

17,682 5,525,360

1,786 2,366,215 5,061,028 2,694,046 10,123,075 15,485,676

1,786 2,406,419 5,147,037 5,204,893 12,760,135 18,303,177

3.980 3.912 3.912 2.059

7,108 9,413,912 20,135,209 10,716,875 40,273,104 45,816,146

As discussed in the above matter, as a result of the increase in the number of ordinary shares, the paid-up share capital and premium on ordinary shares are as follows: (Unit: Baht)

Number of ordinary shares

(Thousand shares)

Registered share capital

Paid-up share capital (Thousand baht)

Premium on ordinary shares (Thousand baht)

At the beginning of the year Increase in registered share capital to support the payment of a stock dividend and exercising of the rights of the warrants At the end of the year

1,986,468.1

At the beginning of the year Increase in capital from exercising of the rights of the warrants Increase in capital from a payment of stock dividend At the end of the year

1,933,610.6

1,933,610.6

566,804.4

18,303.2

18,303.2

27,513.0

1,752,012.4 3,703,926.2

1,752,012.4 3,703,926.2

594,317.4

Issued and paid-up share capital

1,807,745.8 3,794,213.9

On 8 April 2009, the Annual General Meeting of the shareholders of the Company passed resolution approving for the increase in registered capital of Baht 14.7 million, from the previous registered capital of Baht 1,986.5 million to Baht 2,001.2 million by issuance of additional 14.7 million ordinary shares, at a par value of 1 Baht each, to support the exercising of the rights of the warrants allotted to employees of the Company (ESOP-W4). 80 Total Home Solution


On 29 September 2009, the Extraordinary General Meeting of the shareholders of the Company approved the following resolutions: 1. The allocations of the Company’s retained earnings and the interim dividend payment are as follows: • Allocation of 5% of net income of January 2009 through June 2009 amounting to Baht 25.0 million to the statutory reserve. • Payment of a stock dividend comprising 1,752 million shares with a par value of Baht 1 each, or a total of Baht 1,752.0 million, to the Company’s shareholders. The rate of payment is 9 dividend shares for every 10 existing shares, or Baht 0.90 per share. Any existing shareholdings, after such allocation, with less than 10 shares are to receive a cash dividend of Baht 0.9 per share. • Payment of a cash dividend of Baht 0.10 per share, or not exceeding in a total of Baht 194.7 million. Total dividend shall be paid at the rate of Baht 1 per share. The Company has already paid the stock dividend and the cash dividend on 27 October 2009. 2. An approval of a Baht 1,793.0 million increase in registered capital, from Baht 2,001.2 million to Baht 3,794.2 million, by issuing an additional 1,793.0 million ordinary shares with a par value of Baht 1 each. The meeting approved the following allocations of the shares: • 1,752.0 million shares allocated to support the payment of a stock dividend. • 41.0 million shares reserved for the exercise of the warrants allotted to employees of the Company (ESOP-W4), of which the conversion rights will be adjusted when the stock dividend is paid. In October 2009, the Company allocated 1,752 million ordinary shares for stock dividend payment. It registered the increase in its paid-up share capital to Baht 3,698.7 million with the Ministry of Commerce on 20 October 2009. In addition, the Company filed an application with the Stock Exchange of Thailand (SET) to register the additional 1,752 million shares as listed securities. The SET approved the trading of the additional shares through the stock market to be effective from 27 October 2009. The Company registered the increase in its paid up share capital to Baht 3,703.9 million with the Ministry of Commerce on 25 December 2009.

18. Warrants

Details of the warrants of the Company which were issued without charge, are as follows: -

Type of warrant ESOP-W2 ESOP-W3 ESOP-W4

Issue to Directors and employees of the Company Directors and employees of the Company Directors and employees of the Company and its subsidiary

Issuance date of warrant 28 February 2006

Number of warrant issued (Units) 7,000,000

Perion of warrant

Exercise price per share

Exercise ratio per 1 warrant

3 years

Baht 1.00

1 ordinary shares

2 April 2007

15,000,000

3 years

Baht 1.00

1 ordinary shares

23 may 2008

50,000,000

5 years

Baht 3.98

1 ordinary shares

Total Home Solution 81


During 2008, the Company had issued ESOP-W4 to the Companyâ&#x20AC;&#x2122;s and subsidiaryâ&#x20AC;&#x2122;s employees. The issue of ESOP-W4 has affected the exercise of ESOP-W2 and ESOP-W3 as follows: Type of warrant

Exercise price per share

Exercise price per 1 warrant

ESOP-W2 ESOP-W3

Baht 1.00 Baht 1.00

1.823 ordinary shares 1.007 ordinary shares

According to the resolution of the Annual General Meeting of Shareholders dated on 8 April 2009, that approve the Company to pay dividend at the rate of more than 55% of net profit after tax in 2008. As a result the Company needs to adjust the rights of the warrants allotted to employees of the Company (ESOP-W3 and ESOP-W4) in accordance with prospectus for the offering of warrants in respect of the condition to adjust the rights of warrants and the changes in prices as follows: Type of warrant

Exercise price per share

Exercise price per 1 warrant

ESOP-W3 ESOP-W4

Baht 1.0000 Baht 3.912

1.030 ordinary shares 1.017 ordinary shares

The adjusted exercise prices and exercise ratios of ESOP-W3 and ESOP-W4 shall become effective since 16 April 2009. According to the Extraordinary General Meeting of the shareholders of the Company, held on 29 September 2009, as discussed in Note 17, the Company has to pay the interim dividend to the shareholders in the amount of 1,752.0 million ordinary shares. The payment of such stock dividend has been made on 27 October 2009. As a result, the Company needs to adjust the right of the warrants allotted to the employees of the Company (ESOP-W3 and ESOP-W4) in accordance with the prospectus for the offering of warrants in respect of the condition to adjust the right of warrants and the changes in prices. Type of warrant

Exercise price per share

Exercise price per 1 warrant

ESOP-W3 ESOP-W4

1.000 2.059

1.957 1.932

The adjusted exercise prices and exercise ratios of ESOP-W3 and ESOP-W4 shall become effective from 12 October 2009. During the year, the movements of warrants of the Company are as follows: Type of warrant ESOP-W2 ESOP-W3 ESOP-W4 82 Total Home Solution

Number of Number of warrants warrants exercised outstanding as at 31 December 2008 during the year

18,200 5,933,832 46,271,700

(9,700) (5,352,901) (10,123,075)

(Unit: Unit) Number of Number of warrants warrants expired outstanding as at during the year 31 December 2009

(8,500) -

580,931 36,148,625


19. 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, until the reserve reaches 10 percent of the registered capital. The statutory reserve is not available for dividend distribution.

20. Expenses by nature Significant expenses by nature are as follow:

(Unit: Million Baht)

Consolidated financial statements 2009 2008 Employee remuneration Premises expenses Depreciation and amortisation Sales promotion and operation support expenses Financial costs Income tax Changes in finished goods

1,437 820 805 784 114 558 (265)

1,272 789 728 1,156 134 392 (285)

Separate financial statements 2009 2008 1,437 820 800 758 114 557 (265)

1,272 741 724 1,143 136 390 (285)

21. Earnings per share

Basic earnings per share is calculated by dividing the net income for the year by the weighted average number of ordinary shares in issue during the year, after adjusting the number of ordinary shares in proportion to the change in the number of shares as a result of the increase in share capital arising from the issue of a stock dividend of 1,752.0 million shares on 20 October 2009, as discussed in Note 17. The number of ordinary shares of the prior year has been adjusted as if the stock dividend had been issued at the beginning of the earliest period reported. 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, after adjusting the number of ordinary shares in proportion to the change in the number of shares as a result of the increase in share capital arising from the issue of a stock dividend, as discussed in the above paragraph, plus the weighted average number of ordinary shares that would need to be issued to convert all dilutive potential ordinary shares into ordinary shares. The calculation assumes that the conversion took place either at the beginning of the year or on the date the potential ordinary shares were issued.

Total Home Solution 83


The following table sets forth the computation of basic and diluted earnings per share: Consolidated financial statements For the year ended 31 December Net income (Baht) 2009

2008

Weighted average number of ordinary shares (shares) 2009

2008

(Restated)

Basic earnings per share Net income attributable to equity holders of the parent

1,142,857,430 959,418,953 3,692,219,841 3,681,877,964 Effect of dilutive potential ordinary shares - 48,733,170 10,697,835 Diluted earnings per share Net income of ordinary shareholders assuming the conversion of warrants to ordinary shares 1,142,857,430 959,418,953 3,740,953,011 3,692,575,799

Earnings per share (Baht) 2009

2008

(Restated)

0.31

0.26

0.31

0.26

Separate financial statements For the year ended 31 December Net income (Baht) 2009 2008 Basic earnings per share Net income attributable to equity holders of the parent

Effect of dilutive potential ordinary shares

Weighted average number of ordinary shares (shares) 2009 2008 (Restated)

1,138,194,610 953,946,185 3,692,219,841 3,681,877,964 - 48,733,170 10,697,835

Diluted earnings per share Net income of ordinary shareholders assuming the conversion of warrants to ordinary shares 1,138,194,610 953,946,185 3,740,953,011 3,692,575,799

Earnings per share (Baht) 2009 2008

(Restated)

0.31

0.26

0.30

0.26

22. Financial information by segment

The majority of the operations of the Company and subsidiary involve the business segments of trading of a complete range of goods and materials for construction, addition, refurbishment and renovation of buildings and residences, and provision of related services, together with space rental (as having revenue and assets less than 10 percent of total revenue and total assets of all segments) and are carried on in a single geographic area, Thailand. As a result, all revenues, operating profits and assets as reflected in these financial statements pertain to the aforementioned trading industry and geographic area.

23. Provident fund

The Company and its employees have jointly established a provident fund in accordance with the Provident Fund Act B.E. 2530. Both employees and the Company contributed to the fund monthly at the rate of 3 - 5 percent of basic salary. The fund, which is managed by American International Assurance Co., Ltd., will be paid to employees upon termination in accordance with the fund rules. During the year 2009, the Company contributed Baht 30.24 million (2008: Baht 23.98 million) to the fund. 84 Total Home Solution


24. Dividend paid

(Unit: Baht)

Approved by Extraordinary General Meeting of Interim dividend for 2009 the shareholders on 29 September 2009 Extraordinary General Meeting of Interim stock dividend for 2009 the shareholders on 29 September 2009 Annual General Meeting of Final dividend for 2008 the shareholders on 8 April 2009 Annual General Meeting of Final dividend for 2007 the shareholders on 9 April 2008

Total Dividend dividends per share (Million Baht) (Baht)

Paid on

194.67

0.10

27 October 2009

1,752.00

0.90

27 October 2009

676.78

0.35

28 April 2009

346.49

0.18

8 May 2008

25. Commitments and contingent liabilities

25.1 As at 31 December 2009 and 2008, the Company has commitments totaling Baht 66.65 million and Baht 75.90 million, respectively, to commercial banks in respect of guarantees provided for leasing, purchases of goods or hire of work, as bonds with State Enterprise. 25.2 As at 31 December 2009, the Company has commitments under letters of credit opened with two commercial banks, amounting to USD 3.53 million (2008: USD 1.99 million).

26. Commitments under long-term lease agreements

26.1 Long-term lease agreements - as lease a) The Company has entered into 11 land lease agreements. The terms of the agreements are generally between 26 to 30 years and they are non cancelable, except with the consent of the counterparties. As at 31 December 2009, future minimum lease payments required under these operating leases contracts were as follows: (Million Baht) Payable within: • 1 Year 43.5 • 2 to 5 years 188.0 • Thereafter 922.7 1,154.2 b) The Company has entered into 17 lease agreements to lease commercial space. The terms of the agreements are generally between 17 to 30 years and they are not cancelable, except with the consent of the counterparties. As at 31 December 2009, future minimum lease payments required under these operating leases contracts were as follows: (Million Baht) Payable within: • 1 Year 82.5 • 2 to 5 years 353.5 • Thereafter 1,331.2 1,767.2 Total Home Solution 85


26.2 Long-term lease agreements - as leaser The Company has entered into seven agreements with two companies to lease and sub-lease parts of premises in 5 branches for periods of 29-30 years, with a total of rental received in advance amounting to Baht 640.49 million. The terms of the agreements are until 2033 - 2036. The Company recognises this income systematically on a straight-line basis over the useful lives of the leaseholds. The outstanding balance of rental received in advance, net of recognised rental income, as of 31 December 2009 was Baht 521.1 million (2008: Baht 542.8 million).

27. Financial instruments

27.1 Financial risk management The Company’s financial instruments, as defined under Thai Accounting Standard No. 32 “Financial Instruments: Disclosure and Presentations”, principally comprise cash and cash equivalents, trade accounts receivable, other receivables, short-term loans, debentures and long-term loans. The financial risks associated with these financial instruments and how they are managed is described below. Credit risk The Company is exposed to credit risk primarily with respect to trade accounts receivable and other receivable. The Company manages the risk by adopting appropriate credit control policies and procedures and therefore does not expect to incur material financial losses. In addition, the Company does not have high concentrations, of credit risk since it has a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of trade accounts receivable and others receivable as stated in the balance sheet. Interest rate risk The Company’s exposure to interest rate risk relates primarily to its deposits with financial institutions, short-term loans, debentures and long-term loans. However, since the Company’s financial assets and some of its financial liabilities bear floating interest rates and some of financial liabilities bear 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 2009, classified by type of interest rate, are summarised in the table below, with those financial assets and liabilities that carry fixed interest rates further classified based on the maturity date, or the repricing date if this occurs before the maturity date. Consolidated financial statements

Over 1-5 years

Floating interest rate (Baht)

Non-interest bearing

675,000,000

-

59,593,753

111,737,076

160,000,000 125,000,000 285,000,000

1,030,000,000 1,030,000,000

855,320,000 855,320,000

Fixed interest rates Within 1 Year

Financial assets Cash and cash equivalents Financial liabilities Debentures Long-term loans 86 Total Home Solution

total

Interest rate (% p.a.)

846,330,829 0.50 - 1.00

- 1,190,000,000 4.00 - 5.50 - 980,320,000 4.32 - 5.27 - 2,170,320,000


Separate financial statements

Over 1-5 years

Floating interest rate (Baht)

Non-interest bearing

675,000,000

-

38,217,786

111,159,162

70,000,000 160,000,000 125,000,000 355,000,000

1,030,000,000 1,030,000,000

855,320,000 855,320,000

Fixed interest rates Within 1 Year

Financial assets Cash and cash equivalents Financial liabilities Short-term loans from related party Debentures Long-term loans

total

Interest rate (% p.a.)

824,376,948 0.50 - 1.00

70,000,000 1.50 - 4.00 - 1,190,000,000 4.00 - 5.50 - 980,320,000 4.32 - 5.27 - 2,240,320,000

Foreign currency risk The Companyâ&#x20AC;&#x2122;s exposure to foreign currency risk arises mainly from good purchase transactions that are denominated in foreign currencies. The Company has not entered into forward exchange contracts to hedge this risk. The balances of financial liabilities denominated in foreign currencies as at 31 December 2009 are summarised below. Foreign currency USD

Financial liabilities (Dollar) 505,416

Average echange rate as at 31December 2009 (Baht per dollar) 33.5168

27.2 Fair values of financial instruments Since some of the Companyâ&#x20AC;&#x2122;s financial assets and liabilities are short-term in nature and loans bear interest at rates close to market rate or 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 armâ&#x20AC;&#x2122;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.

28. Capital management

The primary objectives of the Company and its subsidiary capital management are to ensure that it has an appropriate financing structure and preserves the ability to continue its business as a going concern. As at 31 December 2009, total debt to equity ratios in the consolidated financial statements and the separate financial statements are 1.63.

Total Home Solution 87


29. Subsequent event

29.1 On 8 January 2010, the Company issued Baht 700 million of the Unsubordinated and Unsecured Debentures of Home Product Center Plc. No. 1/2010 due 2013, to be sold by institutional investor and/or major investor, in accordance with a resolution of the Annual General Meeting of the Company held on 8 April 2009 Details are as follows: -“ Name of ebentures

Amount Term Issued date Interest rate Interest payment schedule Principal repayment Covenants

“The Unsubordinated and Unsecured Debentures of Home Product Center Plc. No. 1/2010 due 2013”

Baht 700 million 3 years, starting from date of issuance 8 January 2010 3.65% per annum Quarterly in January, April, July and October, starting from 8 April 2010 and with the last payment due on 8 January 2013 On the redemption date of 8 January 2013 Maintenance of debt to equity ratios and restrictions on dividend payment

29.2 The Company’s Board of Directors Meeting, held on 18 February 2010, passed a resolution approving the payment of a cash dividend of Baht 0.212 per share to the ordinary shareholders, from the 2009 operating results, Baht 0.052 per share of which was paid as an interim cash dividend with the remaining of Baht 0.16 per share shall be paid. The dividend payment will be proposed to approve by the Annual General Meeting of the Company’s shareholders.

30. Reclassification

Certain amounts in the financial statements for the year ended 31 December 2008 have been reclassified to conform to the current year’s classification but with no effect to previously reported net income or shareholders’ equity. The reclassifications are as follow: (Unit: Baht)

Accrued expenses Other current liabilities

Consolidated financial statements Reclassified Previously Report 317,074,342 380,940,852 172,159,971 108,293,461 (Unit: Baht)

Accrued expenses Other current liabilities

31. Approval of financial statements

Separate financial statements Reclassified Previously Report 301,203,104 365,069,614 172,152,521 106,646,011

These financial statements were authorised for issue by the Company’s Board of Directors on 18 February 2010.

88 Total Home Solution


Board of Directors

Mr.Anant Asavabhokhin Chairman

Mr.Pong Sarasin Independent Director

Mr.Apilas Osatanon Mr.Thaveevat Tatiyamaneekul Independent Director and Independent Director Chairman of the Audit Committee and Audit Committee

Mr.Khunawut Thumpomkul Mr.Naporn Soonthornchitcharoen Director, Executive Director Director and Executive Director and Managing Director

Mr.Manit Udomkunnatum Director and Chairman of Executive Directors

Mr.Rutt Phanijphand Director, Executive Director and Chairman of the Nomination and Remuneration Committee

Mr.Chanin Roonsumrarn Independent Director, Audit Committee and Nomination and Remuneration Committee

Mr.Apichat Natasilpa Director and Nomination and Remuneration Committee

Mr.Joompol Meesuk Director

Mrs.Suwanna Buddhaprasart Director


Welcome all home lovers to HomeProâ&#x20AC;&#x2122;s new store. Shop for everything you need for your home. HomePro brings you all you need for your home, including home decorations, lamp, kitchen sets, hand tools and equipments, and quality bedding items at great value. We also provide HomeCare service by HomePro specialists.

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Home Product Center Plc. www.homepro.co.th

96/27 Moo 9 Tambon Bangkhen, Amphoe Muang, Nonthaburi 11000 Telephone (66) 02-832-1000 Fax (66) 02-832-1400

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HMPRO: Annual Report 2009