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Natural Park Public Company Limited

Annual Report 2012


CONTENT MESSAGE FROM THE CHAIRMAN MESSAGE FROM THE PRESIDENT & CEO NATURAL PARK PUBLIC COMPANY LIMITED General Information Subsidiaries and Associated Companies Investment Structure of the Company NATURE OF BUSINESS OPERATION CURRENT PORTFOLIO REVENUE STRUCTURE BUSINESS OPERATION IN EACH BUSINESS GROUP RISK FACTORS LITAGATIONS CAPITAL STRUCTURE MANAGEMENT Organization Chart Management Structure Selection of Directors and Management Managements Remuneration Corporate Governance Supervising the Use of Inside Information Human Resources Internal Control CONNECTED TRANSACTIONS EXPLANATIONS AND ANALYSIS OF OPERATIONAL PERFORMANCE AND FINANCIAL STATUS Operational Performance Financial Status Audit Fee FINANCIAL STATEMENTS Report of The Board of Directors’ Responsibilities for Financial Statements Financial Statements Natural Park Public Company Limited and Its Subsidiaries Companies ATTACHMENT Details of the Directors and Management Details of the Directors in Subsidiary Companies

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9 10 15 16 22 23 29 30

40 41

45

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ANNUAL REPORT 2012 Natural Park Public Company Limited

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MESSAGE FROM THE CHAIRMAN

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In the past year 2012 there were substantial events concerning global economic in various aspects such as the slowdown of global economy. The international institutes then decreased the expansion of economic continually. Changing of leaders of significant countries, including implementing financial policy strongly by having huge liquidity into economy system. International Monetary Fund (IMF) has expected that in year 2012, the world economy would expand at 3.3% while Euro Zone economic would be slightly shrunk. The U.S. economy still kept facing problems at the expansion would be around 2.2%. Even if the overall Asian economy was quite strong, expansion rate decreased from the previous year, particularly, in China and India. For Thailand, the Fiscal Policy Office and The bank of Thailand expected that the Thai economy in year 2012 would expand at 5.7% and in year 2013 would continue expanding at a good rate. This can be seen from the global economy, potential of exportation of Thai products and tourisms, including expansion of consumptions and domestic investment. From the Office of Economic and Investment Analysis, the Thai economy expansion in year 2013 might be at 6% or higher. Expectably, private consumption will well expand due to the positive adjustment of family income as for the increase in income and minimum wage policy, pledging program for paddy rice and intervention of agriculture products prices. The investment section trends to have a better adjustment resulting from private investment, both domestic entrepreneur and foreign direct investment (FDI).    Thai tourism continues to make high income into the country and positively affects Thai economy. Thai tourisms should expand at the higher rate than the past because of the tourists from China, India and Asian; thud, the growth economic region, may have many tourists travel to Thailand. Property market from the beginning of year 2012 continues to boom significantly in provincials since there are many entrepreneurs from Bangkok making investment in real estate development in major provincials in many projects at the same time. This is to believe that property market has more expansion opportunity increasingly and this is an opportunity for Natural Park to invest for project development to make more profit for investors in the future. On behalf of Natural Park Company Limited, I would like to thank all shareholders, investors, and financial institutions who have given the Company their support and trust. This gratitude is also owed to all staff members who have devoted their energy and spirit to surmounting difficulties and crises to bring about the Company’s prosperity.

ANNUAL REPORT 2012 Natural Park Public Company Limited

Sakthip Krairiksh Chairman Natural Park Public Company Limited


MESSAGE FROM THE PRESIDENT & CEO For the property business that had been operated in the past 2012, the Company had expedite to negotiate for the debt reorganization, court cases, seeking business partner, develop the existing projects, develop the new projects. For the operational projects which is the growth rental service apartment business having high check-in in the past year with the pricy rental fees comparing to surrounding competitors. This cause the Company in increasing more revenue. And in year 2013, the Company expects to resolve with the creditors and court cases which have been pending for long time. Seeking business partner and develop new efficiency projects. Investment that able to know the income in order to create income for the the Company for both short term, middle term and long term and create confidence in the Company’s status. Natural Park believes that Thai property business still efficiency for growing in the long term and makes more investment returns. Thailand is entering into Asean Economic Community in year 2015, Thai major property investments must be expedite i.e., development of Mass Rapid Transit system in Bangkok and surrounding areas, including high-speed trains, double-track trains, suburban rail and development of potential of international airports. This is to create confidence in economic growth and prepare for access of investments from countries in Asia. With efficiency of Thai property in the long term and with experience, vision, planning and operational or management team and their staff, including transparency in business operation that can be examined under good corporate governance practices, Natural Park could be able to create more returns to shareholders in the long runs. Finally, on behalf of Natural Park Company Limited, I would like to thank all shareholders, alliances, local and foreign investors, governing authorities and financial institutions who have given the Company their support and trust.

Nakorn Laksanakarn PRESIDENT & CEO Natural Park Public Company Limited

ANNUAL REPORT 2012 Natural Park Public Company Limited

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GENERAL INFORMATION Company Natural Park Public Company Limited Company Registration Number 0107537000459 Nature of Business Real estate development for rent, service and sale

Head Office and Branch Office Location tana, Bangkok Telephone Fax Website Shares Offered

Auditor of the Company

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Auditor Name Office Name Location Telephone Fax

88 and 88/8 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wat0 -2259-4800-11 0-2260-5078 http://www.naturalpark.co.th Ordinary shares of 66,925,140,588 shares with par value of Baht 1 per share Ms. Wilomsri Jongudomsombut Certified Public Accountant No. 3899 and/or Ms. Kannika Wipanurat Certified Public Accountant No. 7305 Karin Audit Company Limited 6th Floor, Room B1, Boonmitr Building, 138 Silom Road, Bangrak, Bangkok 0-2634-2484-6 0-2634-2668

General Information of the companies which the Company holds more than 10% No 1 2 3 4 5 6 7 8 9 10 11

Company Name Natural Hotel Panwa Co., Ltd.

Office Location

5/3 M.8 Yon Bay, Khao-Khard Road, Tambol Wichit, Amphur Mung, Phuket Natural Hotel Sukhumvit Co., Ltd. 555/5 Sukhumvit 63 Klongton Nua, Wattana, Bangkok Natural Hotel Chaopraya Co., Ltd. 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok Natural Park Ville Co., Ltd. 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok Natural Real Estate Co., Ltd. 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok Park Opera Co., Ltd. 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok Natural Project Chaopraya Co., Ltd. 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok Richee Property Management Co., Ltd. 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok Park Gourmet Co., Ltd. 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok Park Cuisine Co., Ltd. 61 Langsuan, Lumpinee, Pathumwan, Bangkok UOB APARTMENT PROPERTY FUND I 11th Floor, 191 South Sathon Road, Yannawa, Sathon, Bangkok

ANNUAL REPORT 2012 Natural Park Public Company Limited

Share holding

Paid-up Capital

Registered Shares Capital Offered

100.00% 143,000,000 143,000,000 64.90%

100

1,500,000

100

100,000

1,000

100

100.00%

43,000,000 43,000,000

430,000

100

100.00%

33,000,000 33,000,000

330,000

100

100.00%

22,555,000 50,000,000

5,000,000

10

99.30%

41,352,750 150,000,000

1,430,000

Par Value

100,000

99.94%

1,000,000

1,000,000

10,000

100

99.94%

1,000,000

1,000,000

10,000

100

25,000,000 50,000,000

500,000

100

38.00% 272,367,120 272,367,120 27,236,712

10

32.94% 828,750,000 828,750,000 85,000,000

9.75

100.00%


Natural Park Public Company Limited was established on 23 June 1988 to conduct the business of full-range real estate development for lease, service, sale, and management. The Company was listed in the Stock Exchange of Thailand on 15 February 1993 and registered its conversion to a public company on 3 February 1994. Real estate, like all business sectors in Thailand, felt the pinch of the 1997 financial crisis. Consequentially, the Company in 2000 filed the petition for business reorganization with the Central Bankruptcy Court pursuant to the Bankruptcy Act B.E. 2483(1940). The Central Bankruptcy Court passed a business reorganization order on 2 May 2000. After the Company has successfully undergone the organization plan, the Central Bankruptcy Court order the business organizationrevoked on 13 February 2003. As such, the Company has experienced both upturn and downturn in the industry. In 2006, N-PARK has successfully restored investor confidence as evidenced from over Baht 8,000 million in fund raised from new shareholders both at home and abroad as well as receiving a permission to trade in the Stock Exchange of Thailand on 23 July 2003. Since 2003, the Company has employed its “Buy-Develop-Sell” strategic approach to generate appropriate profits through business cycles. In addition, letting out its real estate has yielded solid incomes, enabling the Company to handle the fluctuations in the market and to maximize benefits and returns for itself and its shareholders. The Company’s current registered capital is Baht 120,861,840,000 million. At present, the Company operates in real estate development for rent including the Natural Park Apartment. N-PARK is also developing many high potential projects and seeking business partners possessing strengths in terms of capital and project management in order to ensure efficient development with maximized profits, for example Aman Resorts Bangkok Hotel,-a five-star hotel project right on the Chaophraya River and Bang Krachao Project.

Strengthening Company’s Credit Stability Since 2009 until present, Natural Park successfully negotiated settlement with creditors in court cases which prolonged for several years; thus, the Company is in a position to operate its property development business and earn more income for the Company according to the Company’s strategy “Development and Management for Sustainable Profitability”. Under such strategy the Company focused on investment, project development and collection of income from projects in the short term, middle term and long term. In the past business operation, the existing project, The Natural Part Apartment, the service apartment for rent, with high check-in rate at high rental, when comparing to competitors in the same area. The Company’s income from this business has continuously increased and the increase was higher than the past years. Moreover, the Company is studying and starting establishing and developing Bang Krachao project. Expectably, we will maximize more income in 2013. Furthermore, there is investment and development of more new projects to strengthen company’s credit stability. In the past year, the Company succeeded in selling some assets at good prices which helped reduction in loss on financial investment and earning more profit from selling company’s assets. This also explicitly helped improvement of the Company’s financial liquidity and monetary stability be. In seeking for the business partners for the Company’s capital increase, expectably the deal would be successfully concluded by the mid of 2013. The fund from capital increase will be used as the business operation’s revolving fund, fund for property development for existing projects and investment in other development projects of the Company in the future, including putting on reserve for bad debts arising from court cases which will strengthen the Company’s credit stability.

ANNUAL REPORT 2012 Natural Park Public Company Limited

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SUSIDIARIES AND ASSOCIATED COMPANIES As of 31 December 2012, the Company’s investments in subsidiaries and associated companies amounted to Baht 155.06 million or 6.74 of total assets (the Company’s only financial statements) are as follows. Natural Hotel Panwa Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 143,000,000 100.00 Hotel Currently not operated

Natural Hotel Sukhumvit Co., Ltd.

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Paid-up Capital Percentage of Holding Type of Business Investment Detail Note

Baht 41,352,750 64.9 Hotel Currently not operated Natural Hotel Sukhumvit Co., Ltd. is held 64.90 % by the Company and 0.68 % through Syntec Construction Public Company Limited.

Natural Hotel Chao Praya Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 100,000 99.30 Holding Company Investment in Bang Krachao Project

Natural Park Ville Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 43,000,000 100.00 Property Management Currently not operated

Natural Real Estate Co., Ltd. Paid-up Capital Baht 33,000,000 Percentage of Holding 100.00 Type of Business Property Development Investment Detail Currently not operated Park Opera Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail ANNUAL REPORT 2012 Natural Park Public Company Limited

Baht 22,555,000 100.00 Property Development Currently not operated

Natural Project Chao Praya Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 1,000,000 99.94 Property Development Investment in Bang Krachao Project

Natural Venture Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail Note

Baht 100,000 100.00 Holding Company Currently not operated Dissolved and in the process of liquidation

Richee Property Management Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 1,000,000 99.94 Property Development Currently not operated

Park Gourmet Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 25,000,000 100.00 Restaurant Currently not operated

Park Cuisine Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 272,367,120 38.00 Restaurant Investment in LeNôtre

UOB APARTMENT PROPERTY FUND I (LEASEHOLD) Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 828,750,000 32.94 Property Fund Investment in Natural Ville Executive Residences


Business Operation of Subsidiaries and Associated Companies As of 31 December 2012, the Company’s investments in subsidiaries and associated companies are as follows.

N-PARK Group of Companies (1) Property Development (2) NPC NHC NRE PO RPM SIRI(3)

99.94% 99.30% 100.00% 100.00% 99.94% 0.27%

Hotel NHP 100.00% NHSK 64.90% JV

Restaurant PC 38.00% PG 100.00%

Management NPV 100.00%

Holding Company NV 100.00%

Transportation Property Fund BMCL(4) 2.68% UOBAPF 32.94%

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Note:

(1) Natural Park Public Company Limited has invested directly in the Natural Park Apartment Project (Sukhumvit 49) (2)

Property Development includes real estate for rent & related services and real estate for sale.

(3)

Present, the Company has been selling 22,699,076 ordinary shares in SIRI at the amount of 0.27% of Paid-Up Registered Capital. However, such selling of ordinary shares of SIRI are under the resolution of the Extraordinary General Meeting of Shareholders No.1/2009 on 2 February 2009 and the resolution of the Board of Directors of the Company No.1/2013 held on 6 February 2013.

(4)

On 20 March 2013 the Company has been selling 320,260,000 ordinary shares in BMCL at the amount of 0.27% of Paid-Up Registered Capital at the price of Baht 0.61 per share to an unrelated company. However, such selling of ordinary shares of BMCL is under the resolution of the Extraordinary General Meeting of Shareholders No.1/2009 on 2 February 2009

ANNUAL REPORT 2012 Natural Park Public Company Limited


N-PARK’s investment in subsidiary and associated companies

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Details

NHC

: Natural Hotel Chao Praya Co., Ltd.

Property Development

NHP

: Natural Hotel Panwa Co., Ltd.

Currently not operated

NHSK

: Natural Hotel Sukhumvit Co., Ltd.

Currently not operated

NPC

: Natural Project Chao Praya Co., Ltd.

Property Development

NRE

: Natural Real Estate Co., Ltd.

Currently not operated

NPV

: Natural Park Ville Co., Ltd.

Currently not operated

NV

: Natural Venture Co., Ltd.

Dissolved and in the process of liquidation

PO

: Park Opera Co., Ltd.

Currently not operated

PC

: Park Cuisine Co., Ltd.

Investment in LENÔTRE restaurant

PG

: Park Gourmet Co., Ltd.

Currently not operated

RPM

: Richee Property Management Co., Ltd.

Currently not operated

UOBAPF : UOB Apartment Property Fund I (Leasehold)

Natural Ville Executive Residences

N-PARK’s investments in available-for-sale securities

Details

BMCL

: Bangkok Metro Public Company Limited

The M.R.T.

SIRI

: Sansiri Public Company Limited

Property Development

Joint Venture

JV

Details

: Joint Venture of the Natural Park Public Company Aman Resort Bangkok Hotel Limited, Amanresort Services Limited and Silverlink Holding Limited

ANNUAL REPORT 2012 Natural Park Public Company Limited


NATURE OF BUSINESS OPERATION In 2012, Natural Park expedited in employing the strategy “Development and Management for Sustainable Profitability” in business operation to make more Company’s income in the short term, middle term and long term with the professional team to develop every project efficiency, starting from land development, design, construction, project management, administration, selling and market promotion. This is to enable the project to be in the form that matches with customer’s needs and responds to the trend of change and external factor and to be able to compete with other entrepreneurs in the property business. Also, this helps in handling with the fluctuating economic situation, operation of the business with stability and being able to develop and increase potential of the property project, held by the Company, to be fitted with business operation; thus, returns can be generated to our shareholders. The Company is still looking for an opportunity with respect to the land development and new property projects in the high potential areas for development and increase in its value in the futures. The Company seeks for more opportunity in cooperation with strength business partners to make co-investment in and strengthen the business with the Company. In the past, debts problems and legal cases affect creditable in business image of Natural Park. In the past 2012, the Company could negotiate and proceed with debts re-organization with financial institutes successfully and attempt to resolve all debts and legal cases within 2013. This will make Natural Park has liquidity in business operation and operate its business with “Development and Management for Sustainable Profitability” strategy in full power focusing on property development for sale and property development for rent. Another most important issue is to adjust business image to establish confidence as the lead property developer to customers and investors currently with efficient business management and control reasonable expenses in order to make income and Company’s strengthen in a long-term.

ANNUAL REPORT 2012 Natural Park Public Company Limited

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CURRENT PORTFOLIO Natural Park Public Company Limited effective communication of brand image at corporate and project levels are major components of the “Development and Management for Sustainable Profitability� strategy to achieve generation of long-term income and business strength by developing and enhancing 3 real estate projects, one of which have been opened for operation, namely, The Natural Park Apartment. The 2 remaining projects are currently under development including Aman Resort Bangkok Hotel and Bang Krachao Project.

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ANNUAL REPORT 2012 Natural Park Public Company Limited


The Natural Park Apartment

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The Grade-A five star apartment is situated in the best and most popular expatriated residential area in Bangkok, Sukhumvit Road. Besides the very convenient transportation to Central Business Districts via BTS, MRT underground train, extensive expressways, and main Sukhumvit road, there are many facilities around such as international schools, hospitals and department stores. The project design are exceptional especially its landscape design and development. It composed of exceptional surrounding for customers’ relaxation including 3-rai natural garden, waterfall, fish pond, and stream which all that make the Natural Park Apartment distinguished from other projects in Sukhumvit area. The full range facilities are including swimming pool, sauna, kids’ playground, basketball field, tennis court, and many activity rooms, and 24 hours security to guarantee the safety living in our project.

Project Characteristics

Project Location Type of Project Number of Units Occupancy Rate Present Status

The Natural Park Apartment 88 Sukhumvit Soi 49, Sukhumvit Rd., Klongton Nua, Wattana, Bangkok Luxurious apartment for rent Three 15-storey residential buildings with a total of 81 units Approximately 70% Operated ANNUAL REPORT 2012 Natural Park Public Company Limited


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The Aman Resort Bangkok Hotel A luxurious 5 star hotel p roject located in Soi Charoen Krung 36 on the Chao Praya Riverside consists of 35 luxurious rooms occupying a total area of 12,300 square meters. The design has been made under the Heritage Development concept focusing on the harmony between the ancient custom house (Rong Pasee Roi Chak Sam) with its history dated back to more than 100 years and the new buildings which have carefully been designed to enhance the magnificence of the ancient site. The hotel is to be managed by Aman Resorts Group which is a 5-star hotel management group recognized worldwide. Project Characteristics

Project Location Type of Project Number of Rooms Present Status Project Completion

ANNUAL REPORT 2012 Natural Park Public Company Limited

Aman Resort Bangkok Hotel On the Chao Praya Riverside, Soi Charoenkrung 36, Bangrak, Bangkok Five-Star Boutique hotel 35 rooms The project is on hold awaiting site handover Within 2 years after site handover


The Bang Krachao Project Bang Krachao Project is situated in Bang Namphueng Sub-district, Phra Pradaeng District, Samut Prakan Province, encompassing a total area of 192-3-0.9 rai on the Chao Phraya River bank. At the center of the open land is a large lake surrounded by pristine natural landscape. Project Characteristics

Project Location Present Status Project Progress

Bangkrajao Land Bang Namphueng Sub-district, Phra Pradaeng District, Samut Prakan Province Under study In the process of land development

ANNUAL REPORT 2012 Natural Park Public Company Limited

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ANNUAL REPORT 2012 Natural Park Public Company Limited


REVENUE STRUCTURE Business Group

Operated By

% 2012 2011 2010 Shareholding Revenue % Revenue % Revenue % (Million (Million of the (Million Baht) Baht) Baht) Company

Rental and Service

- The Natural Park Apartment

Natural Park Pcl.

100.00%

Hotel Business

- Novotel Beach Resort Panwa Phuket Hotel

Natural Hotel Panwa Co., Ltd.

Other Revenues

- Interest income

- Dividend income

- Gain on exchange rate - Gain on disposal of fixed assets

77.04

9.44 60.34 11.68

69.62

8.34

- 0.00

-

0.00

20.73

2.48

9.82

1.20

6.11

1.18

1.27

0.15

7.38

0.90

3.54

0.68

38.32

4.59

0.11

0.01

26.70

5.17

10.09

1.21

0.49

0.06

-

- Gain on disposal of investment in associates company - Reversal of allowance for doubtful debt for other account receivable - Gain on disposal in investment associate

44.13 4.16

5.41 0.51

193.12 37.39 - 0.00

-

0.00 0.00

294.29 36.04

-

0.00

-

0.00

- Gain on debt restructuring

320.97 39.31

208.06 40.28

-

0.00

- Gain on reversal of provision for liabilities

43.99 5.39

- 0.00

-

0.00

- Reversal of provision

- 0.00

- Gain on cancellation agreement

- 0.00

- Others

Total Revenues

816.52 100.00 516.57 100.00 834.66 100.00

100.00%

14.14

-

0.00 250.52 30.02

0.00 386.23 46.27

- 0.00 47.71 5.72

1.73 18.70

3.62 10.17

1.22

Note The Company has sold Novotel Beach Resort Panwa Phuket in March 2010

ANNUAL REPORT 2012 Natural Park Public Company Limited

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BUSINESS OPERATION IN EACH BUSINESS GROUP Natural Park Public Company Limited’s paid-up registered capital as of 31 December 2012 is Baht 66,925.14 million. We engage in the property development in various forms, by focusing on generating incomes from property business for rent, hotel and restaurants with the following details;

1.

Property Development for Sale Group This investment is to mainly develop land project and residence property. The Company starts with Bang Kra Cho land project. The study on the project development’s form is in the process. In addition, the Company is seeking for an opportunity to develop more land and property in the interested areas to respond the targeted customers’ needs both vertically and horizontally.

2.

Property Development for Rent, Services and Hotel Business Group

The Natural Park Apartment Project 16

The Company’s projects of this segment include serviced apartment for rent. The projects emphasizes on location, design and international standard service. Developed properties for rent and related services that are currently under operation are as follows •

Projects Features

Project title: Location: Type of projects: Number of units: Occupancy rate:

The Natural Park Apartment 88 Soi Sukhumvit 49, Sukhumvit Road, Klongton Nua, Wattana, Bangkok Luxurious apartment for rent Three 15-storey residential buildings with a total of 81 units Approximately 70% throughout the year 2012

Marketing and Competition Status

Competition Strategy

The Natural Park Project Apartment is located in Sukhumvit area, the centre of business and modernity in the city of Bangkok where Thais and foreigners with high income and high standard of living. The strong strategic and advantageous point of Natural Park Apartment project is our location. Being in the central business district, the project is surrounded by various facilities, department stores, entertainment complex, public parks and recreation places, in addition to the very convenient transportation systems, e.g. BTS sky train, MRT underground train, expressways which will shorten time to city, and Airport Link, which commute to Suwannaphum airport convenience and rapidly. The aforementioned respond to the metropolitan lifestyle in this capital. Sukhumvit area is thus the most popular and attractive place of living for both Thais and foreigners.

ANNUAL REPORT 2012 Natural Park Public Company Limited


In term of the rooms of the project, we have classify the rooms into 2 types which are Stand Duplex and Penthouse with the differential in occupying area and number of rooms. We emphasizes on the big room with separate working room. The large balconies for enjoying the pleasant view of Bangkok. All rooms of this project are finely decorated in a Modern Contemporary style with fully furnished and equipped with all facilities to meet the customer’s needs and proportionally in living life. A proportionally separated maid’s room and kitchen room to meet the needs for privacy and lifestyles of the project’s major target customers. Realizing the importance of family living atmosphere to make the customers feel like they are at home with the large space and warm environment. The living family can have joyful activities together. Additionally, the Natural Park Apartment project renders services with complete central facilities in accordance with five-star residential standard to respond to lifestyles standard of our targeted customers who love physical exercise and recreational activities with their family members. We provides facilities which are large size swimming pool, kids swimming pool and Jacuzzi pool (Bubble Pool), playground, basketball court, tennis court, squash room, fitness center, sauna and banquet room. The project’s highlight is the large natural garden in the area of approximately 3-rai surrounding with manmade waterfalls, fish pond, and stream to create relaxation to the residents with our natural provided. We believe this is the largest natural garden in Sukhumvit area with open landscape is the prominent and unique point of this residential project for the targeted customers. For services, we emphasis on the most impressive services so that all residents feel comfortable. Various seasonal and festival events to special activities are arranged to build up a good relationship for all the residents, promoting good quality of life, and elevating the residents’ happiness.

Sales and Distribution Channels

The Company’s distribution channels can be divided into the following proportion: Distribution Channels 1. Selling through agencies 2. Direct selling to clients Total

Proportion (in percentage) 90 10 100

Competition Status and Growth Trend The survey of all apartments in the major business centers of Bangkok found that foreigners coming to work or to do business in Thailand, most of them live in the business area which are Silom, sathorn, Lumpini , the beginning of Sukhumvit (Soi 1-Soi 24), Sukhumvit (Soi 37-Soi 50) and Rama 3 area-Riverside.

ANNUAL REPORT 2012 Natural Park Public Company Limited

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Market Overview of apartments business in Bangkok for foreigners in the third quarter of the year 2012, there are 3 projects were launched in the first half of the year 2012 420 units and 156 rooms with the project to be completed by end of the last year. The demand of service apartment in Bangkok business area end of 2012 was 18,259 units. GM Service in Soi Sukhumvit 20 has opened in September 2012 having 89 rooms. In 2013, more than 50% of demand in service apartments will operate along the beginning of Sukhumvit road to the end. Most of new residential project are all grade A apartment in order to respond the demand in the market. As a result, the expanding of grade A apartment increased 4% from the past year. From proportion of total demand in the Central Business District, Sukhumvit area is the most popular area with the ratio at 82%, followed by Lumpini with the ratio at 13% and Silom-Sathorn respectively. The occupancy rate in the year 2012 still remains in good optimum. The average occupancy rate in all areas are increased at 5.7% from 11,893 units in the past quarter and when comparing the occupancy rate between demand and supply throughout the year 2012 to the year 2013, the average increasing at 1.4% resulted from the number of foreigners working in Bangkok and investors interested in investment in Asia, especially Asia region in the third quarter in year 2012, totally accounted for 61,190 people. Entering into ASEAN Economic Community: AEC in 2015 trends to have good image for service apartment business. The trade freedom will create relocate of labour and tourists which are the major targeted of this group of business. Also, this is an opportunity for foreign investors to expand investment in Thailand. In overall rental rate of the apartment dropped 1.8% from the past year, however, the overall of each quarter increased at 1.5% due to the new projects opened in the last year adjusted the rental fees in the higher fees. Sukhumvit area continual to be golden area for investors and affected the central business district of Lumpini, rental rates for grade A apartment is 491 baht per square meter. Followed by the central business district of Silom - Sathorn has dropped by 2% per square meter. The Natural Park Apartment have its direction to increase rental rate at 400-450 Baht per square meter, which is obviously shows the effective in management and popular amongst the customers. The business trend of rental service apartment for foreigners in year 2012-2013 continues to grow positively due to the ratio of supply and demand increasing in the similar proportion and in the same direction. The service apartments market at present have fierce competition because there were many new apartment projects have arisen in the market, also many news condominiums to steal customers. Encourage. To determine business strategy must be outstanding and differentiate on order to answer the customers’ needs and to be applied for attraction customers to choose our services. Lowering the rental fee is not the only strategy. The entrepreneur has to search for the outstanding for the customers’ needs such as, the exclusive private style, proper proportion, modernity design. Impressed services is also vital to create customer royalty; such as take urgent action to fix as per customers’ requests, security service render, and so on.

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Products and Services Provision The Natural Park has its policy in operate its business throughout the past operational period. The Company gives importance on development of its products and provide the best services for our customers. Our products are prominent and different from competitors in internal designed and architecture of the common areas, e.g. natural garden, large swimming pool, playground etc. In addition, we focus on space planning in each apartment unit; and selection of top quality materials and protect environment. We regularly take enormous care of and renovate all apartment rooms, equipment and facilities to maintain them in good condition.

ANNUAL REPORT 2012 Natural Park Public Company Limited


For service rendering, the Company continually select various facilities and services and improves the quality of life to satisfy the residents by improving recreational activities and internal environment and security. We also develop of personnel of employees in organization to increase effective management. All abovementioned are vision of the Natural Park Apartment project in operation of its business to maintain as a leader in five-star apartment business.

3.

Sources:

• • • • • • •

Bangkok Service Apartment Market 2012 / Colliers International Thailand Keeping up with the shifting trends in 2013 / Property News Bangkok city plan / The nation 4 January 2013 Strong demand for apartments despite competition from condominiums / Thailand Property News Bangkok Apartment Rental information / C B Richard Ellis Thailand Bangkok Property Research Report / C B Richard Ellis Thailand Plus Property / Prachachat Online

Restaurant Business Group Apart from the development of the real estate projects that the Company has been operating and managing in various forms such as the apartment for rent and hotel projects, the Company has seen the importance of adding value to its properties by investing in a restaurant business operated by the Company’s associate as follows: LENÔTRE Projects Features Project : LENÔTRE Location : - CAFE LENÔTRE, Ground Floor, Natural Ville Executive Residences, Lang Suan Road - LENÔTRE Boutique, Ground Floor, the Siam Paragon Department Store Type of projects : French patisserie and restaurant

Marketing and Competition Status

Competition Strategies

LENÔTRE is the brand of well-known bakery shop and French cuisine in France since 1957. LENÔTRE’s business rapidly increased in France until 1985 when the Accor, a world-class hotel and services management group, becomes the restaurant’s major shareholder and expands LENÔTRE’s business into various forms of services in connection to the bakery shops and French cuisine, luxurious restaurants, culinary schools, and catering business. LENÔTRE business started in Thailand in 2004 by Park Cuisine Company Limited (the Company’s associate) who was granted a sole license to produce and sell LENÔTRE products in Thailand. The Company opened 2 branches and also expanded business to catering service business.

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One of the key competitive strategies to the tremendous success and worldwide recognition of LENÔTRE branches in Thailand and around the world is the unique image of real French taste pastry and food which have been passed on by the founder - Mr. Gaston LENÔTRE - who gives importance to “quality, creativity, and enthusiasm”. Also “knowledge transfer” is emphasized as all LENÔTRE staff are trained by professional chefs in LENÔTRE France. The quality of LENÔTRE’s products in Thailand has been enhanced in terms of technology, research, and the best quality materials which may not be found in the country. All well-trained staff of LENÔTRE restaurants in Thailand and around the world have the same knowledge and skill in making quality bakery and cuisine of the same taste as LENÔTRE in France.

Key Success of LENôTRE France is famous for its delicious food that is exotic and beautiful decorations. It is the intention of the French and sensitive as the commonly known, most delicious cake come from France. In fact, the most popular and most successful restaurants in the world seem to be a French restaurant as well. LENÔTRE is widely recognized as one of the most successful French restaurants, and one of the most popular restaurants in France, where consists of over 10 branches in France, and over 30 franchises worldwide including culinary schools where have over 3,000 qualified chefs graduated per annum as well as catering services over 6,500 parties annually. The greatest key success of LENÔTRE came from the innovative creation of bakery, pastry and food starting from the transformation of quality and delicious to brand creation. This is not all about the taste, but it also concerns the customers’ preference, art, and fashionable cake with environmental focus on perceptions of look, smell, taste and services. LENÔTRE originally derived from an attempt and personal preference of the over 80 years-old French restaurant owner who love to make the best pastry since he was only 14 years old. He created and developed the first LENÔTRE restaurant in France in 1957. This LENÔTRE became more famous until expanding its business worldwide with currently having over 40 Boutique shops, 3 luxury restaurants in Paris, and three café, where LENÔTRE Bangkok is the first café in Asia.

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Sales and Distribution Channels LENÔTRE has chosen to distribute its products by selecting strategic locations in the city center or in the leading shopping center and department store. The company’s direct sales channel is through the 3 forms of 2 branches of LENÔTRE restaurants: CAFÉ LENÔTRE, LENÔTRE Boutique and Catering Services. The Company has also chosen to provide different services in different branches in accordance to the location and the lifestyle of the customers in order that the products and services of LENÔTRE could access the customers and respond to the needs of the target customer group. The three forms of services are as follow:

1.

CAFô LENôTRE : Dine-in Style

CAFÉ LENÔTRE is located at the Natural Ville Executive Residence, on Lang Suan Road. CAFÉ LENÔTRE is the first branded name restaurant in Thailand which provides contemporary French cuisine and bakery, as well as other quality products imported from France, e.g. chocolate, coffee, tea and jam, in a restaurant with contemporary decoration to create a warm and relaxing atmosphere.

ANNUAL REPORT 2012 Natural Park Public Company Limited


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3

LENôTRE Boutique : a combination of take away and cafè

LENÔTRE Boutique is located on the Ground Floor of the Siam Paragon Department Store. Both take away and dine-in services are provided in the open and comfortable style restaurants. Catering Service

LENÔTRE is a long-time expert in outside catering in France and in other countries around the world for more than 30 years. LENÔTRE has been selected to provide catering services in many world-class events such as the 1998 World Cup in France.

Competition Situation and Growth Trend In 2012, the overall cake and bakery market showed a high growth rate but lower than that in 2011. The competition was fierce, especially in the premium class market, due to the emergence of many new competitors of both Thai and international brands. The expansion of community malls and shopping centers was the stimulus to the increase in cake and bakery shops in Thailand. The main competitors of premium class are as follows.

The peer competitors of LENôTRE

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Name location Oriental Shop Siam Paragon Emporium Central Chidrom Oriental House Vanilla Industry Siam Paragon Siam Square Ekamai Coffee bean by Dao Siam Paragon Ruamrudee Ekamai Central World Paradise Park

Products and Services Provision In terms of products, LENÔTRE emphasizes the production and import of good quality products with well selected materials under international standard both from inside and outside the country. The company has invested in the tools, equipment and professional level technology to be used together with modern knowledge from LENÔTRE France not only on how to maintain the quality of the materials in order to use the materials to the highest efficiency but also to help reduce the cost of the business and to make the best quality products. Concerning the service and management, the company has entered into an agreement with the ACCOR Group in the middle of 2006 to take over the management of all LENÔTRE restaurants in Thailand. The management and the staff development and training as well as the network of ACCOR will significantly help to distribute the goods and add the distribution channels to LENÔTRE in the future. ANNUAL REPORT 2012 Natural Park Public Company Limited


RISK FACTORS Operational Risk

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In overall of service apartment for rent for foreigners in 2012, market is in good status continual from the last year. Even though the high competition affected the service apartment business of the Company, the occupancy rate increase from 2011 at 70%. The reason of high competition was due to the new apartments in the market. As of 2012, there were service apartment in the Bangkok area at approx 18,259 rooms, excluding many new condominiums for rent of the buyers. It is necessary that the service apartment business has well planned strategy in the future. The new demand might slowdown, market in good status from the demand in the market and the rental fees similar to the present fees. After opening of the Asean Economic Community or AEC, there might be a force pushing the market growth in the future. The property in the past in 2012 had differential vigorous in each area. Property market in upcountry had more vigorous. This was due to the major entrepreneurs from Bangkok had extended their residential investments in many projects and in many provinces at the same time. Property market in Bangkok and boundary areas have different markets from the upcountry. There was still flooding situation picture in 2011 in property market. This cause in reducing confidence of buying resident of the customers in the flooding area. This can be seen from of buy-sell activities in first four months of 2013 still shrinking. The opening of property project in the past was also slowdown, especially the horizontal houses had been seriously shrank. In the past, the property development business emphasized on condominium projects with high proportion at 77.9% of all new residential. Another factor which affected the property business, from 1 July 2013, there will be land appraisal price B.E. 2013-2015. The new appraisal will affect in increasing of principal of land in many areas in particular the business areas such as areas near the sky train in Bangkok and boundary areas. The adjustment of minimum wage on 1 April 2013 was another factor for the entrepreneur facing pressure from principal such as adjusted of materials for construction prices according to the domestic needs and increasing of productive. As the property market faced the risk from global economy and Thai economy with restoring from floodin situation in 2011, increasing of principal and new factor from natural disaster, these become important thing for entrepreneur in property business in determine the area for property development in the non flooding area or manage the project to prevent from flooding. In this year entrepreneur weighted for condominium project to compensate the shrinking of horizontal houses. The revive of horizontal houses depend on the water management of the government.

Financial Risk As at 31 December 2012, the Company’s total current assets were Baht 1,701.47 million, the total current liabilities were Baht 779.70 million and proportion of the major shareholders were Baht 921.20 million. Operating performance as of 31 December 2012, the Company had profit of major shareholders of Baht 376.51 million as a result from the Company’s debts restructuring process with Krung Thai Bank (PLC) successfully. In addition, the Company has processed with debts restructuring with Bangkok Commercial Asset Management Co., Ltd. These two debts restructuring generated the Company’s profit from debts restructuring at Baht 320.97 million. ANNUAL REPORT 2012 Natural Park Public Company Limited


In 2012, the Company has sold the ordinary shares and claims right in loan and accrued interest receivable of Kempin Siam Co., Ltd. according to the resolution of the ordinary shareholders’ meeting of the Company 2012 at Baht 610 million and sold the ordinary shares and claims right in loan and accrued interest receivable of Kyoto Resorts YK at USD 5.2 million according to the resolution of the extraordinary shareholders’ meeting. Selling of these two ordinary shares and claim rights generated profit to the Company at Baht 338.28 million. As of 31 December 2012, the Company loaned from Islamic Bank of Thailand at Baht 61.61 million. The Company received this amount in 2010 with the financial amount at Baht 100 million. In the past, the Company had complied with the terms of the agreement.

Dividend Payment Risk As at 31 December 2012, since the Company had a total deficit of Baht 7,967.57 million, the Company cannot pay dividends to all shareholders in pursuant to law. The shareholders have the risk of not receiving dividends according to the dividend payment policy of the Company.

LITAGATIONS In the year 2012,the Company had completed restructuring debts which involved its business rehabilitation such as 1) Bangkok Commercial Asset Management Co.,Ltd.(right user for Nakornthon Bank Plc.(plaintiff), the Company had completed restructuring negotiations and entered a restructuring agreement with Bam. The Company had already paid the debt on 14 September 2012 and gain on debt restructuring amount of Baht 126.55 million. 2) Siam Commercial Bank Public Company Limited, the Company had completed restructuring negotiations and already paid the debt to the bank. The debt between the bank and the Company was suspended. 3) Thananakorn Finance and Security Public Company Limited, on 5 November 2012, the Company had offered the debt conciliation to the official receiver of that financial company and had already been admitted. If the Company pays all debt completely, the debt between the Company and the financial company will be the end. 4) Mahanakorn Trust Public Co.,Ltd. On 5 November 2012, the Company had offered the debt conciliation to the official receiver of the financial company and had already been admitted. If the Company pays all debt completely, the debt between the Company and the financial company will be the end. 5) ACL Bank public Company Limited, is in the negotiation process. The Company is trying to complete the restructuring debt with in 2013 that makes the Company has not got any cased which involved its business rehabilitation in the court.

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Litigation Issues

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As at 31 December 2012, the Company has the significant litigation issues related to the business rehabilitation in the past as follow: 1. On 17 August 2006, ACL Bank Public Company Limited has filed the civil case against the Company to the Southern Bangkok Civil Court for the ground of loan guarantee. On 6 July 2007, the Southern Bangkok Civil Court ordered the Company to pay principal of Baht 247.5 million and interest of 21% p.a. from 1 September 1996 onwards. Nonetheless, total interest calculated to the filing date will not exceed Baht 522.2 million. But in the case that the plaintiff receives debt repayment though the enforcement of this case will be reduced accordingly. The Company has recorded provision for liability from the Court’s adjudication. Subsequently on 15 August 2007, the Company has appealed the judgment of the Southern Bangkok Civil Court on problem in utilizing unjust right in court, withheld information by the creditor and problem in enforcing the civil case which should not affect the assets that came from business rehabilitation for the overall economy as a public company, etc. On 5 November 2010, the Appeal Court ordered to adjust the judgment of the court of first instance to order the defendant to pay interest 15.5% p.a. form the date of filing the lawsuit (17 August 2006) backwards 5 years and deduct the interest paid to the plaintiff amount of Baht 651,821.92 and such interest rate will be used form the date of filing the lawsuit until fully paid to the plaintiff. The Company, thus, recorded “the gain on reversal of provision for liabilities” amount to Baht 386.23 million in the statement of income for the year ended 31 December 2010. On 6 January 2011, the Company has filed to the Supreme Court. The case is presently under the consideration of the Supreme Court. 2. On 2 March 2007, Sathorn Asset Management Company Limited which was paid for a whole amount of debt has filed the civil case (Sathorn Asset Management Co., Ltd. (plaintiff) and the Company (defendant 1), Expert Management Co., Ltd. (defendant 3) and Manor Management Service Co., Ltd. (defendant 4)) against the Company to the Southern Bangkok Civil Court for the ground of AVAL, loan by promissory note and guarantee amount in the amount of Baht 199.09 million between that was before the Company entered into the business reorganization. On 4 March 2009, the Southern Bangkok Civil Court ordered the defendant 1 to pay Baht 170,180,901.38 including interest of 12% p.a. on the principal amount of Baht 100,000,000 from 3 May 2000 onwards until fully paid. The defendant 3 and defendant 4 are jointly responsible with defendant 1 amount of Baht 79,801,369.88 including interest of 12% p.a. on the principal amount of Baht 50,000,000 from 3 May 2000 onwards until fully paid. The amount that defendant 1 paid to plaintiff on 21 September 2001 of Baht 22,912,102.95, 7 March 2003 of Baht 5,000, 10 June 2003 of Baht 11,936.66, 31 July 2003 of Baht 618,339.73, 25 September 2003 of Baht 741,070.90 and 25 February 2004 of Baht 49,253,929.10 will be deducted from the amount that defendant 1, 3 and 4 is obligated to pay by deducting it as payment of interest first then deducting it from the principal amount. The case is presently under the consideration of the Appeal Court. To settle the dispute, on 13 October 2011 the 1st defendant has withdrawn the appeal from the Appeals Court and entered into a compromise agreement with the plaintiff with payment of 10 million baht to the plaintiff. The debt between the plaintiff and the defendant 1 has been finished in accordance with the restructuring contact. For the defendant 1 has withdrawn the appeal from the Appeals Court

ANNUAL REPORT 2012 Natural Park Public Company Limited


3.

4.

5.

ant the plaintiff did not object so the case would be the end when the Appeals Court admits the appeal withdrawal. Bangkok Commercial Asset Management Co., Ltd. (right user for Nakornthon Bank Pcl. (plaintiff)) submitted the petition requesting the court to retrial for the civil case which file against the Company on 24 October 1997 to the Southern Bangkok Civil Court for the ground of plaint in the amount of Baht 49.71 million and interest charges at 23% per annum of amount of principle Baht 41.25 million calculated from the date of filing suit to payment date. On May 29, 2009, the Southern Bangkok Civil Court adjudicated that the Company (2nd defendant) jointly takes the guilty with the 1st defendant and 3rd defendant by making repayment of Baht 41.82 millions plus interest in the rate of 16.5% per annum of the principle of Baht 41.25 millions commenced from November 1, 1996 until it is completely repayable. It is noted that the amount that the plaintiff receives debt repayment from the 2nd defendant (amount of Baht 1.04 millions) in accordance with the entity rehabilitated plan of the 2nd defendant is deducted out of the principle balance that will have to repay. On the third quarter of 2012, the Company has completed restructuring negotiations and has entered a restructuring agreement with BAM by a representative of the Company. BAM agreed to reduce outstanding debt to be baht 20.63 million with the rate of interest MLR. The Meeting of the Board of Directors of the company No. 7/2012 on 9 July 2012 resolved to pay all debts to BAM in accordance with the restructuring agreement as a representative of the company to settle the case. The Company has already paid the debt on 14 September 2012. The Company had gain on debt restructuring amount of Baht 126.55 million recorded under other income in the Consolidated Statement of Comprehensive Income and in the Separate Statement of Comprehensive Income. On 27 October 2005, the official receiver of Thananakorn Finance and Security Public Company Limited has notified to the Company to repay the interest of debenture in the amount of Baht 31.91 million which the Financial Sector Restructuring Authority had auctioned to other persons. The Company submitted the objection against the official receiver’s order to the Central Bankruptcy Court. On 22 December 2009, the Central Bankruptcy Court issued the order to amend the order of the official receiver that the Company has to repay the default interest at the rate of 7.5% per annum of the principle, the unpaid interest, in the amount of Baht 31.91 million commenced from 19 January 2000 until it is completely repayable to the official receiver of such financial institution. Apart from the amendment, the order will be retained as the official receiver’s order. On 10 March 2010, the Company submitted an appeal. Subsequently on 22 March 2010, the official receiver has appealed to the Central Bankruptcy Court by pleading the Supreme Court to change the Central Bankruptcy Court’s order. The Supreme Court has accepted the appeal on 25 March 2010. On 11 June 2010, the Company has resolve appealed to the Central Bankruptcy Court by pleading the Supreme Court to return the Central Bankruptcy Court’s order and order to dismiss the official receiver’ s order to discharges the company out of the debtor. However, the Company has recorded the provision for liability from the Central Bankruptcy Court’s order. Later, on 8 January 2013, the Company performed the debt consolidation with the creditor. The Company would pay for the debt of Baht 25,530,286.57. The Company would monthly pay. The first time of payment would be within 30 March 2013 and the total amount would be completely paid within 31 August 2013, If the Company had paid all debts completely following the conditions, it was considered that all levels of defendants were free from the responsibility in the debts. An official receiver of Mahanakorn Trust Public Co., Ltd. filed a request for new trial of the civil case to the Civil Court. On 29 September 1998, the plaintiff requested the Company to repay debt amount of Baht 126.76 million together with interest of 5% p.a. from the principal of Baht 120.51 million from the date of filing the lawsuit until the date that the debt has been fully repaid. On 27 August 2010, the Civil Court ordered the defendant to pay Baht 126,756,306.12 less the repaid amount ANNUAL REPORT 2012 Natural Park Public Company Limited

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6.

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7.

in the bankruptcy case of the Central Bankruptcy Court of Baht 27,614.69 and Baht 1,420,020.27 and Baht 91,860,200.21. The remaining amount is Baht 33,448,407.95. Also, including interest of 5% p.a. on the principal amount of Baht 120,513,278.08 from the suing date (29 September 1998) to 27 December 2002 and interest of 5% p.a. on the principal amount of Baht 120,485,663.39 from 28 December 2002 to 1 August 2003 and interest of 5% p.a. on the principal amount to Baht 119,065,643.12 from 2 August 2003 to 23 September 2003 and interest of 5% p.a. on the principal amount to Baht 27,205,442.91 from 24 September 2003 onwards until fully paid. And on 25 November 2010, the Company had appeal against the judgment of the Southern Bangkok Civil Court with the Appeal Court. The case is presently under the consideration of the Appeal Court. However, the Company has recorded the provision for liability from the Court’s adjudication. Later, on 8 January 2013, the Company performed the debt consolidation with the creditor. The Company would pay for the debt of Baht 26,758,776.79. The Company would monthly pay. The first time of payment would be within 30 March 2013 and the total amount would be completely paid within 31 August 2013, If the Company had paid all debts completely following the conditions, it was considered that all levels of defendants were free from the responsibility in the debts. On 26 August 2004, Siam Commercial Bank Public Company Limited has filed petition to request the new hearing in the civil case that prosecuted the Company (defendant no. 2) on December 26, 1997 to the South Bangkok Civil Court in the loan cause of lawsuit in amount of Baht 87.80 million. Presently, the plaintiff requests to wait for Supreme Court adjudication in part of defendant no. 1 (borrower) and defendant no. 3 (guarantor). When the Supreme Court adjudicates, the plaintiff will declare in order to bring the case in part belonged to the Company to newly consider again. The lawyer of the Company still may not express opinion in the case since (1) Defendant no. 1 and defendant no. 3 have filed explanation of the original treatise to object adjudication of the Appeal Court to the Supreme Court. Moreover, presently, the case is under the consideration of the Supreme Court. (2) The defendant no. 1, the Central Bankruptcy Court has ordered the definite wealth protection. The plaintiff has filed the petition to receive debt repayment. Moreover, it is not obvious that how much the plaintiff received debt repayment from the benefit of wealth in the bankruptcy case of the defendant no. 1. However, the amount that the plaintiff received debt affects the responsibility of other defendants in the case which including the Company. (3) The defendant no. 4 has filed the petition to withdraw the explanation of the original treatise by providing the cause that it has repaid debt to be satisfied by the plaintiff. It is not obvious that how much the defendant no. 4 has repaid debt to the plaintiff. However, the amount that the plaintiff received affects the responsibility of other defendants in the case including the Company. As a result, the Company may not know the obvious damage for the time beings. Later, on 26 December 2012, the Company signed in the MOU for the debt payment with the plaintiff. The Company had already paid the amount of Baht 30 millions to the plaintiff following the mentioned MOU and the plaintiff had withdrawn the case on 13 February 2013. The plaintiff would not request the Company to pay for the debt anymore and the Company recorded the mentioned expense as a part of the administration expense in the annual Statements of Comprehensive Income ending 31 December 2012. On 29 November 2005, the official receiver of Finance One Limited has notified the Company to repay the interest of debenture in the amount of Baht 2.31 million as the ground of debenture. The Company submitted the objection against the official receiver’s order to the Central Bankruptcy Court. On 25 December 2007, the Central Bankruptcy Court ordered the dismissal the Company from the debtor’s list of such financial institution. On 22 February 2008, the official receiver appealed to the order of the Central Bankruptcy Court and on 2 April 2008, the Company filed a plea. The case is presently under the consideration of the Supreme Court.

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ANNUAL REPORT 2012 Natural Park Public Company Limited


CAPITAL STRUCTURE 1.

Company’s Securities

Common Shares

As at 31 December 2012, the Company’s registered capital detail is as follows: Registered Capital Paid-Up Registered Capital Number of Issued Common Shares Par Value

Baht 120,861,840,000 Baht 66,925,140,588 66,925,140,588 Shares 1.00 Per Share

2.

Shareholders

The first 10 shareholders and the number and percentage of shares held as at 22 February 2012 (the latest date of the closing of the Share Register Book). Shareholders

1. Mr. Somkiet Chatsakulwilai 2.  Mr. Thongchai Jiraalongkorn 3.  Thailand Securities Depository Company Limited for Depositor 4.  Mr.Chaiyan Chakarakul 5.  Mr.Maetha Rungsiyawaranont 6.  E-Street Properties Limited 7.  Thai NVDR Co.,Ltd. 8.  Mr. Komol Jungrungreangkit 9.  Mr. Kriengsak Thiennukul 10.  1Ms. Thippaporn Vilapanaphrucksa Others Total

3.

No. of Shares Held

% of Shares Compared to Paid-up Capital

5,000,000,000 2,047,055,024 1,478,546,314

7.47 3.06 2.21

1,343,000,000 1,228,421,400 1,085,453,356 1,061,631,221 1,000,000,000 764,000,000 660,021,787 51,257,011,486 66,925,140,588

2.01 1.84 1.62 1.59 1.49 1.14 0.99 76.58 100.00

Dividend Policy The Company’s dividend policy is to pay to shareholders not less than 30 percent of net profit as stated in the Company Only financial statements after deduction of reserves as determined in the Memorandum of Association of the Company and by law. Nonetheless, the dividend payment will incorporate the following factors such as the performance and financial position of the Company, liquidity of the Company in business expansion and other factors related to managing the Company. Also, the dividend payment has to be approved by the Shareholders and the Board of Directors of the Company. ANNUAL REPORT 2012 Natural Park Public Company Limited

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MANAGEMENT ORGANIZATION CHART Board of Director Audit Committee

Executive Committee President & CEO

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Internal Audit

President Office

Property Development & Management

Operation Support

Finance & Controlling

Construction & Project Management

Executive Secretary

Property Management

Human Resources

Strategic & Financial Planning

Construction Management

Corporate Strategic Planning

Property Development

Legal

Accounting

Project Design Coordination

Information Technology

Finance

Design Research & Information

Corporate Communication

Purchasing

ANNUAL REPORT 2012 Natural Park Public Company Limited


MANAGEMENT 1. Management Structure

As of 31 December 2012, details on the Board of Directors and other officers were as follow:

The Board of Directors consisted of 7 members:

1) Mr. Sakthip Krairiksh 2) Mr. Chaiwat Atsawintarangkun 3) Mr. Thavisakdi Tanta-Nanta 4) Mr. Manu Maniwatana 5) Mr. Nakorn Laksanakarn 6) Mr. Burin Pusiri 7) Mr. Weerawat Wattanatchariya

Chairman Director and Chairman of Audit Committee Director and Audit Committee Director and Audit Committee President and Chief Executive Officer Director and Executive Officer Director and Executive Office 31

The Audit Committee

1) Mr. Chaiwat Atsawintarangkun 2) Mr. Thavisakdi Tanta-Nanta 3) Mr. Manu Maniwatana

Chairman of Audit Committee Audit Committee Audit Committee

The Executive Committee

1) Mr. Nakorn Laksanakarn 2) Mr. Burin Pusiri 3) Mr. Weerawat Wattanatchariya

Chief Executive Officer Executive Officer Executive Office

The Executive Management

1) Mr. Paisarn Tangyuenyong 2) Ms. Nuttapun Giramethakul

Executive Vice President Senior Vice President

The Company’s Secretary

1) Ms. Supaporn Assawarungpaisarn

ANNUAL REPORT 2012 Natural Park Public Company Limited


Summary of Directors held the position in Board of Directors and Sub-Committee Name

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Director

Audit Committee

Independent Director

The Executive Committee and Authorized Director

✓ Mr. Sakthip Krairiksh ✓ ✓ ✓ Mr. Chaiwat Atsawintarangkun ✓ ✓ ✓ Mr. Thavisakdi Tanta-Nanta ✓ ✓ ✓ Mr. Manu Maniwatana ✓ ✓ Mr. Nakorn Laksanakarn ✓ ✓ Mr. Burin Pusiri ✓ ✓ Mr. Weerawat Wattanatchariya The Board of Directors have attended the training from Thai Institute of Directors as shown in the Details of the Directors and Management (attachment). In addition, Mr. Chaiwat Atsawintarangkun, who is holding the position of Chairman of the Audit Committee, also has vast knowledge and experience in reviewing financial statements. All independent directors have no business relationship or any professional services with the Company, the parents company, subsidiaries, associated companies or any jurisdictions which may have direct conflict of interest. Besides, all independent directors are not holding any positions as independent directors in the parents company, subsidiaries, or other subsidiaries in the same level.

Management, Duties and Authorities of the Directors of the Company Duties and Authorities of the Board of Directors

1)

2)

3) 4) 5)

Directors shall perform their duties in compliance with the law, objectives as well the Company’s articles of association and resolutions from shareholders meetings. Directors are prohibited from engaging, or becoming partners or directors, in any juristic person with the same status as the Company, of which the business is in the same nature as and in competition with the business of the Company, unless a shareholders meeting has been notified thereof prior to passing a resolution for his/her appointment. A director shall notify the Company without delay when he/she has an interest in any contract made with the Company or when the number of the Company shares held by the said director increases or decreases. The Board of Directors shall appoint the Chairman and members of the Company’s Audit Committee. The Board of Directors shall have the power to nominate authorized directors who have the power to affix their signatures, together with the Company seal, to bind the Company.

Duties and Authorities of the Executive Committee

1)

2) 3) 4)

Determining policies, directions, strategies and key management structure, which conform to the economic condition and competition, and proposing to the Board of Directors for approval. Developing business plans, budget and authority of the management and proposing to the Board of Directors for approval. Examining, and monitoring the implementation of the defined policies and management guideline in achieving the operation efficiently. Monitoring the performance of the Company’s operation to be in accordance with the approved business plan.

ANNUAL REPORT 2012 Natural Park Public Company Limited


5)

Considering and screening any project investments of the Company before proposing to the Board of Directors for approval. 6) Opening deposit accounts with the financial institutions. 7) Conducting financial transactions with the financial institutions such as borrowing, pledge, mortgage, guarantee and other businesses including buying, selling and registering for the ownership of land. These transactions must be in accordance with the objective of the Company and beneficial to the operation at an amount not exceeding Baht 100 million. 8) Conducting any other affairs occasionally assigned by the Board of Directors. The Board of Directors has delegated the authority to the Executive Committee to whatever operations fall within the duties and authorities of the Executive Committee. This said delegation is not in form of the delegation or sub-delegation which involves the case that the Executive Committee or a persons assigned by the Executive Committee can approve transactions having a conflict of interest or having interest in or a conflict of interest otherwise (as defined by a notification of the Office of the Securities and Exchange Commission and/or the Stock Exchange of Thailand) with the Company or its subsidiaries. Duties and Authorities of the Audit Committee

The scope of duties and responsibilities of the Audit Committee shall be as listed below, and the Audit Committee shall report directly to the Board of Directors. (1) to review the Company’s financial reporting process to ensure that it is accurate and adequate; (2) to review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient, to determine an internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit; (3) to review the Company’s compliance with the law on securities and exchange, the Exchange’s regulations, and the laws relating to the Company’s business; (4) to consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year; (5) to review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Exchange’s regulations, and are reasonable and for the highest benefit of the Company; (6) to prepare, and to disclose in the Company’s annual report, an audit committee’s report which must be signed by the audit committee’s chairman and consist of at least the following information: (a) an opinion on the accuracy, completeness and creditability of the Company’s financial report, (b) an opinion on the adequacy of the Company’s internal control system, (c) an opinion on the compliance with the law on securities and exchange, the Exchange’s regulations, or the laws relating to the Company’s business, (d) an opinion on the suitability of an auditor, (e) an opinion on the transactions that may lead to conflicts of interests, (f) the number of the audit committee meetings, and the attendance of such meetings by each committee member, (g) an opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter, and (h) other transactions which, according to the audit committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s board of directors; and ANNUAL REPORT 2012 Natural Park Public Company Limited

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(7)

to perform any other act as assigned by the Company’s board of directors, with the approval of the audit committee.

Duties and Authorities of the President & CEO

The President & CEO shall supervise, manage, operate, and carry out day-to-day business for the interest of the Company in line with the Objectives and Articles of Association of the Company. He/She shall also comply with the regulations, resolutions, policies, plans, and budgets set forth by the Board of Directors within the scope of relevant laws and the authority defined by the Board of Directors. The CEO shall approve any business operation as long as it does not involve the case of the CEO or any individual having a conflict of interest as defined by a notification of the Office of the Securities and Exchange Commission and/or the Stock Exchange of Thailand, or having interest in or a conflict of interest otherwise with the Company or its subsidiaries. In 2012, the Board of Directors convened 14 meetings as follow: Name of Directors

34

1) Mr. Sakthip Krairiksh 2) Mr. Chaiwat Atsawintarangkun 3) Mr. Thavisakdi Tanta-Nanta 4) Mr. Manu Maniwatana 5) Mr. Nakorn Laksanakarn 6) Mr. Burin Pusiri 7) Mr. Weerawat Wattanatchariya

Frequency of the meetings’ participation

13/14 14/14 14/14 10/14 14/14 14/14 13/14

2. Selection of Directors and Management The Board of Directors comprises not less than five directors elected at a shareholders’ meeting to manage the business of the Company. No less than half of the directors shall reside in the Kingdom of Thailand and the directors shall have the qualifications as required by law. The shareholders meeting shall elect directors according to the following rules and procedures. 1) A shareholders shall have one vote per one share. 2) To elect members of the Board of Directors voting may be carried out individually or simultaneously for all candidates to be elected at that meeting, whichever the meeting deems appropriate. In voting for directors, individually or simultaneously, each candidate shall receive the votes from each shareholder voting for him/her according to the total number of shares held by that shareholder (as specified in 1). That is, each shareholder shall allot all of his/her votes to only one candidate. 3) The candidates shall be ranked in the descending order from the highest number of votes, and shall be appointed in that order for the number of directors required at that meeting. In the case of a tie vote in the last position to be filled, which will result in the number of elected directors exceeding the number required, the chairperson of the meeting shall have a casting vote. At every annual ordinary general shareholders’ meeting, one-third of the directors shall retire. If the number of directors is not a multiple of three, the number of directors closest to one-third shall retire. Directors retiring from office in the first and second years after the registration of the Company shall be selected by drawing lots. In subsequent years, the directors who have held office the longest time shall retire. Directors retiring by rotation may be reelected. ANNUAL REPORT 2012 Natural Park Public Company Limited


In the case for selection of Audit Committee, the selection procedures and principles are as follows: 1) The Board of Directors will consider from a list of qualified outside-persons generally accepted by the business sector and appropriate academic realm and nominated by the Chairman for appointment, or proposed for appointment at the shareholders’ meeting, which ever is the case. 2) Shareholders shall select the candidates which will be approved by the majority vote of the shareholders participating in the meeting and having voting rights to vote for the approval.

3. Managements Remuneration 3.1 Financial Remuneration

a.

Compensation for the Board of Directors In 2012, the Company paid compensations for all directors in the total amount of Baht 3,520,000 as follows: Name

b.

3.2

4.

1) Mr. Sakthip Krairiksh 2) Mr. Chaiwat Atsawintarangkun 3) Mr. Thavisakdi Tanta-Nanta 4) Mr. Manu Maniwatana 5) Mr. Nakorn Laksanakarn 6) Mr. Burin Pusiri 7) Mr. Weerawat Wattanatchariya Total

Chairman Director and Chairman of Audit Committee Director and Audit Committee Director and Audit Committee President and Chief Executive Officer Director and Executive Officer Director and Audit Committee

Amount (Baht) 860,000 640,000 640,000 560,000 280,000 280,000 260,000 3,520,000

Nevertheless, all independent directors are not holding any positions as independent directors in the parents company, subsidiaries, or other subsidiaries in the same level. Therefore, the independent directors do not have any remunerations from the parents company, subsidiaries, or other subsidiaries in the same level. Total Compensations and Numbers of the Executive Committee and Managements In 2012 salaries and bonus of the Executive Committee and Management, which include the first four persons down from president and every person at the same level of the fourth person equal to 5 persons, amounted Baht 14,690,656.

Other Remuneration

- None –

Corporate Governance

The Board of Directors gives precedence to the Principles of Good Corporate Governance and has appointed every executive committee and employee to follow which cover the following major principles: 1) Treat the shareholders and other related parties equally and be fair to all parties. 2) The Company’s Board of Directors and Executive Directors are willing to protect and eliminate all types of dishonest actions and shall not conduct any action, manage or organize anything that could lessen the profits of the Company or to benefit any person or juristic person for their own or other person’s interest. 3) The Company’s Board of Directors and Executive Directors are free to make any decision or take any action which including the building of satisfaction in the rightfulness of the decision made by the Board of Directors and the Executive Directors of the Company. ANNUAL REPORT 2012 Natural Park Public Company Limited

35


4)

Operate the business transparently in order to be accountability and to ensure all sufficient information are disclosed to all related parties which including the responsibility in the decision and action made by themselves and to be able to clarify or explain the decision that has been made. 5) Operate the business by taking all risks into consideration and establish an appropriate risk control and management. 6) Set up moral and ethical policy for the Committees, Executives and employees to follow. In the year 2012, the Company has been following the Principles of Good Corporate Governance for Listed Companies 2006 as set forth by the Stock Exchange of Thailand as follows:

1. Rights of Shareholders

36

2.

3.

The Company shall schedule the shareholders general meeting to be held once a year within 4 months after the end of the Company’s accounting year. In urgent cases when important decision has to be made which affect or related to the benefits of the shareholders or related to any condition, regulations or law where approval from the shareholders are required, the Company shall call for an extraordinary meeting case by case. The Board of Directors shall direct and monitor the shareholders’ meeting to be in accordance with the Company’s regulations, legal provision and policies of the Board of Directors of the Stock Exchange of Thailand re: the Appropriate Practices for Listed Companies for Organizing Shareholders’ Meeting as well as the Guideline on Holding a Shareholders’ Meeting of the Office of Securities and Exchange Commission in order to support the equal and fair treatment to the every shareholders. In 2012, the Company invited all shareholders to exercise the right to propose the matters which would benefit the Company to be included in the agenda of the Annual Ordinary General Meeting of Shareholders for the year 2012, and to nominate in advance the candidates to be considered for the director position in accordance with the rules and methods stipulated by the Company. This announcement was posted on the Company’s website from 17 January 2012 to 14 February 2012. However, no shareholder proposed any additional agenda items or nominated any candidates to be considered for the director position. In 2012, the Company organized only one shareholders’ meeting, i.e. the Annual Ordinary General Meeting of Shareholders for the year 2012 on 26 April 2012, where the shareholders considered and voted on different matters as specified by related laws. The Company has arranged to send meeting invitation letter, power of attorney and the meeting documents at least 7 days or 14 days (in some cases) prior to the meeting days which was sufficient for the shareholders to study all the information prior to the meeting. All the documents were sent to every shareholder under the collection of the name under Section 225 of Securities and Stock Exchange of Thailand Act B.E. 2535 by closing method of the shareholder’s register book. Moreover, the Company also posted the information on the Company’s website, www.naturalpark. co.th in advance in order that the shareholders will have sufficient time to study the information on the shareholders’ meeting. Equitable Treatment of Shareholders

The Board of Directors has set procedures to keep and prevent the use of inside information by the Directors and the Executives for their own or other interests that could cause damages to the shareholders as a whole as detailed in the Guidance on the Use of Inside Information as well as appointing the Board of Directors and the Executive to disclose all information related to their own benefits and loss and of their related parties in order to consider any possible conflict of interest. Additionally, the Board of Directors has given an opportunity to the shareholders who were unable to attend the meeting to be able to vote by proxy. The Company has nominated 1 independent committee to be an alternative proxy for the shareholders. Role of Stakeholders

The Board of Directors has taken into consideration the rights of the stakeholders related to the Company such as the customers, employees, partners, shareholders and debtors. The Company has disclosed sufficient information for the truth and invariable credibility and timely in

ANNUAL REPORT 2012 Natural Park Public Company Limited


order that all the stakeholders are equally informed of all the information. Additionally, the Company has also treated the stakeholders fairly and has not taken any advantage of or applied the double standard to any stakeholders and shall establish fair and straightforward procedures. The Company made public charity by donating to many organizations including temples in various province and for flood crisis. 4.

5.

Disclosure and Transparency

The Company’s Board of Director has disclosed accurate and complete information on all important issues related to the Company including the financial report and other non-financial information as set forth by the Office of Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). Besides the broadcasting of the information through SET’s channels, the Company has also disclosed information on the Company’s website, www.naturalpark.co.th which including the Company’s Annual Report where there were information on the Corporate Governance Policy, report on the Board of Directors’ responsibility on the financial report, report of the auditor and the financial statement in accordance to the general certified accounting standard which has been audited by licensed auditor and the Board of Directors’ and Executives’ remuneration. The Company also established a department to take responsibility on the disclosure of information on the Company’s operation to all interested parties and investors

Responsibilities of the Board

51.

5.2

5.3

5.4

Board Structure

The Board of Directors has set a proportionate number of the non-management directors to the management directors to be more than half of the total numbers of the Company’s directors. There are 7 directors which consisted of 4 non-management director (including auditing committees) and 3 Executive Directors which will create balance between the directing and the managing. Committees

The Board of Directors has set up different groups of committee with specific role and duty to study and screen the affairs before proposing to the Board of Directors such as Executive Committee and Audit Committee. However, other sub-committee can be added as appropriate in accordance to the Managing Structure in which the composition of members, duty and responsibility boundary has been disclosed. Roles and Responsibilities of the Board

The Board of Directors shall be responsible for the setting of vision and mission of the Company as well as direct and oversee to ensure the operational units are following the strategy in accordance to the vision and mission along with direct and oversee the risk management and the Company’s internal control by clearly set forth and separate the role and responsibility between the Board of Director and the Operational Unit and between the Board of Director and the shareholders. Moreover, the Board of Directors and the Executives shall conduct their affair without constitute any conflict of interest of themselves against the Company’s in order to ensure the management be conducted efficiently. As such, the Board of Directors shall establish procedures on the management of the business and the Company’s business ethics in written. Board Meetings

The Board of Directors shall hold a regular meeting at least once every three month and may hold a special meeting when necessary by scheduling the meeting in advance and setting clear agenda and the delivering of the meeting documents prior to the meeting prescribed in the Company’s regulations in order that the Board of Directors will have sufficient time to study the information before the meeting. Besides, the Executive Directors shall hold regular meeting every month and may hold a special meeting when necessary by scheduling the meeting in advance, setting a clear agenda and delivering the meeting documents to the Executive Directors prior to the ANNUAL REPORT 2012 Natural Park Public Company Limited

37


meeting in order that the Executive Directors will have sufficient time to study the information before the meeting. In 2012, the Executive Directors held 14 meetings and quorums had presented in each meeting. There were also resolution on important subjects or issues as well as the recording of the meeting in written, the storage of meeting report that has been approved by the Board of Directors to be accountability by the committee and other related parties. 5.5

The Board of Directors shall conduct self assessment to consider the board’s performance and to improve as well as to evaluate the sufficiency of the internal controlling system in accordance to the evaluation form of the SET.

5.6

38

Remuneration

The Board’s remuneration shall be approved by the shareholders’ meeting. Consequently, details on the Board of Directors and the Executive Directors’ remuneration has been disclosed under the topic of Executive’s Remuneration

5.7

Board of Self Assessment

Board and Management Training

The Company’s Board of Directors has been participating in the training and development program continuously. Additionally, when there are any changes in the Board of Directors, the Operational Unit has prepared information and documents as well as giving advice on the training program to benefit the conducting of duty as a Director.

5. Supervising The Use Of Inside Information

The Company has policies to supervise its employees on the usage and exposure of inside information to external parties or to their own benefit. The policies for controlling the management team and employees are as followed. The Company specifies that its management has the obligation to report any conflict of interests occurring from the exposure of inside information for their personal benefits. The management has the obligation to report the entire securities holding, when there is any purchasing, selling or transferring of securities, to the Office of the Securities and Exchange Commission. This is an important measure to control the use of inside information. Additionally, if the management or the employees do not comply with such policy concerning the purchasing and selling of securities using inside information, that individual will be given verbal warning, written warning, suspension and discharge with compensation according to law or detach without compensation, respectively, depending on the degree of wrongdoing. The Company specifies the measure to prevent the use of inside information of every level of employees. The Company shall retain the information and document that must not be disclose to public. The use of inside information by the employees will be within the assigned scope of authorities and responsibilities.

6.

Human Resources Company

Number (Staff)

Year 2012 (thousand Baht)

Natural Park Public Company Limited

71

40,587

Detail of Compensation

Salary, Bonus, Overtime, Diligent Fee, Upcountry Allowance and Bonus

7. Internal Control The Board of Directors has assigned the Audit Committee to assess and monitor all internal contro system to become more effective and efficient. The Board of Directors agreed in accordance with the Audit Committee’s internal control system assessment, which detail specifies in the Audit Committee Report below. ANNUAL REPORT 2012 Natural Park Public Company Limited


Report of The Audit Committee The Audit Committee of Natural Park Public Company Limited comprises 3 independent directors: Mr. Chaiwat Atsawintarangkun as Chairman of Audit Committee, Mr. Thavisakdi Tanta-Nanta and Mr. Manu Maniwatana as Audit Committee Members. Besides, at least a member of the Audit Committee has knowledge and experience in reviewing the financial statements. The Audit Committee has performed work under the scope of duties and responsibilities as approved by the Company’s Board of Directors in compliance with the requirements stipulated by the Office of the Securities and Exchange Commission, and the Stock Exchange of Thailand. In 2012, the Audit Committee had six meetings with the executives and the auditor to review the quarterly and annual financial statements of the Company and its subsidiaries for the year ended 31 December 2012, and to listen to the auditor’s explanations on the auditor’s report, financial statements audit result, and recommendations about relevant accounting standards. The Audit Committee together with the Company’s Board of Directors have also considered and approved the financial statements. The Audit Committee viewed that the financial statements of the Company and its subsidiaries reveal the financial status and operational results in conformity with the generally accepted accounting principles and also disclose significant information in the Notes to Financial Statements. Consequently, the Audit Committee agreed to present to the Board of Directors in order to propose the financial statements of the Company and its subsidiaries for the year ended 31 December 2012 to the shareholders’ meeting for further consideration and approval. In respect to internal control system, the Audit Committee suggested the Company to find ways to further improve its internal control system. After following up the operating result according to the suggestions and practical guidelines which are efficient and effective, the Audit Committee opined that the Company’s internal control system is suitable and there is no flaw in the internal control system that will materially affects the operatio of the Company. The Company has performed business in compliance with related laws and regulations. Moreover, the Audit Committee considered and proposed Ms. Wimolsri Jongudomsombat, Certified Public Account No. 3899; and/or Ms. Kannika Wiphanurat, Certified Public Account No. 7305, and/or Mr. Jirote Sirirorote , Certified Public Accountant No. 5113, and/or Ms. Nonglak Pattanabandith, Certified Public Accountant No. 4713 the auditors from Karin Audit Company Limited as the Company’s auditor for the year ended 2013, and considered relevant auditor fee to propose to the shareholders for approval.

On Behalf of the Audit Committee

(Chaiwat Atsawintarangkun) Chairman of Audit Committee

ANNUAL REPORT 2012 Natural Park Public Company Limited

39


CONNECTED TRANSACTIONS The Company’s connected transactions under the Securities and Exchange Act (No. 4) B.E. 2551 and the Notification of the Office of the Board of Governors of the Stock Exchange of Thailand are as listed below.

Nature of Connected Transactions

Details are in the Notes to Financial Statements as of 31 December 2012, Related Parties Transactions.

Related Persons

-N.A.-

Necessity and Reasons for Connected Transactions

40

Connected transactions from a normal course of business between the Company and subsidiaries, associates and related companies are based on a normal business necessary to the operation of the Company such as borrowing and management.

Procedures for Approval of Transactions Pursuant to Section 89/12 (1) inserted in Chapter 3/1 Governance of Publicly Traded Company in the Securities and Exchange Act (No. 4) B.E. 2551 which has come into effect since 31 August 2008, a director, an executive or a related person may enter into any transaction with any company or any subsidiary only after obtaining approval from the shareholders’ meeting, unless such transaction is categorized as a transaction with the same commercial terms as those an ordinary person would agree with any unrelated counterparty under the similar circumstances, on the basis of commercial negotiation and without any dependent interest resulted from the status of the director, executive or related person, as the case may be, provided further that the said commercial terms have been approved by the board of directors or in compliance with the principle approved by the board of directors. As a result, for the benefits and appropriateness of the Company’s business operation, the Board of Directors’ Meeting No. 6/2551 on 14 August 2008 approved that executive directors may enter into transactions between the Company or subsidiaries and directors, executives or a related persons if such transaction has the same commercial terms as those an ordinary person would agree with any unrelated counterparty under the similar circumstances, on the basis of commercial negotiation and without any dependent interest resulted from the status of the director, executive or related person. As for connected transactions of other manners, they shall be in compliance with the Securities and Exchange Act (No. 4) B.E. 2551 and the Notification of the Office of the Board of Governors of the Stock Exchange of Thailand. The Company shall propose to the Board of Directors together with the Audit Committee to consider approving the transactions, or propose to the shareholders’ meeting for approval as the case may be.

Policies or Future Trend of Connected Transactions The Company’s policy for the connected transactions is only for normal course of business and for the benefits of the Company with a fair price and terms. However, in case that the Company or subsidiaries (which held directly or indirectly by the Company more than 50% of the paid-up capital) has connected transactions, the Company shall comply with the Securities and Exchange Act (No. 4) B.E. 2551 and the Notification of the Office of the Board of Governors of the Stock Exchange of Thailand in that regard. ANNUAL REPORT 2012 Natural Park Public Company Limited


EXPLANATIONS AND ANALYSIS OF OPERATIONAL PERFORMANCE AND FINANCIAL STATUS 1

Operational Performance Operating performance for the year ended 31 December 2012, the Company had total revenue of Baht 816.52 million increased at Baht 299.95 million or at 58% comparing to the total revenue in 2001 at Baht 516.57 million due to the profit from selling ordinary shares and claim right and accrued interest receivable of Kempin Siam Co., Ltd. plus profit from selling ordinary shares and claim right and accrued interest receivable of Kyoto Resorts YK, totaling Baht 338.28 million. Profit from disposals of investment of the involved company reduced from 2011at Baht 148.99 million. In addition, in 2012, the Company proceeded with debts restructuring with Krung Thai Bank (PLC) and Bangkok Commercial Asset Management Co., Ltd., the Company gained profit from debts restructuring at Baht 320.97 million, increased from the past at Baht 112.91 million. In term of expenses in 2012, the Company has total expenses of Baht 439.51 million, decreased by Baht 185.43 million or at 29% comparing to the total expenses of 2011 at Baht 624.94 million. This is due to decreasing of loss of the co-company at Baht 75.51 million, decreasing of the employees’ benefit at Baht 59.07 million due to early retirement of the employees in 2011.

2

Financial Status

Assets

As at 31 December 2012, the Company’s total assets were Baht 1,701.47 million, compared with 2011 of Baht 2,067.95 million, decreased by Baht 366.48 million or at 18%. This is due to the Company has sold the ordinary shares in Kempin Siam Co., Ltd. and paid for the remaining debt in order to buy the land from Krung Thai Bank Public Company Limited. Liabilities

As at 31 December 2012, the total of the Company’s liabilities at Baht 779.70 million, compared with 2011 of Baht 1,757.18 million, decreased by Baht 977.48million or at 55%. This is due to the Company has made payment according to the debts restructuring agreement to Krung Thai Bank Public Company Limited. The Company’s debt has decreased from the past year due to the payment made according to the debts restructuring with Bangkok Commercial Asset Management Co., Ltd. Capital Structure and Shareholders’ Equity

As at 31 December 2012, the Company registered capital was Baht 120,861,840,000 increased from 2011 which had registered capital at Baht 60,430,920,000. The resolution of the ordinary shareholders’ meeting 2012 agreed to increase the capital at Baht 60,430,920,000. The Company had sold the ordinary shares for capital increased at Baht 6,494,220,588. At the end of 2012, the Company had capital and paid at Baht 66,925,140,588 compared to the paid capital in 2011 at Baht 60,430,920,000.

ANNUAL REPORT 2012 Natural Park Public Company Limited

41


As at 31 December 2012, the Company shareholders’ equity was Baht 921.77 million as compared to 2011 of Baht 310.77 million, increased at Baht 611 million or at 196%. The caused the Company in financial strength compared to the past year. The increasing in shareholders’ equity resulted from the net profit in 2012, selling shares to increase capital and profit which not yet accrued of assets for sale. Liquidity

The Company’s cash and cash equivalent brought forward from 2011 was Baht 37.85 million. During the year 2012, net cash flow increased by Baht 122.31 million, resulting in cash and cash equivalent of Baht 160.16 million at year-end 2012. Major items of cash flow comprised gains on sale of ordinary shares for capital increase of Baht 129.88 million; gains on sale of ordinary shares and the right to receive loan and accrued interest receivable of associates and subsidiaries in the amount of Baht 770.21 million; and gains on disposal of investments in related companies of Baht 124.72 million. The Company utilized the cash (except cash received from capital increase) as working capital in the amount of Baht 134.96 million; debt repayment for repurchase of the land from Krung Thai Bank Public Company Limited in the amount of Baht 497.85 million; investment in UOB Apartment Property Fund One in the amount of Baht 14.1 million; payment of deposit for audit of the business of Khonkaen Company Limited in the amount of Baht 215 million; and debt repayment to Bangkok Commercial Asset Management Company Limited in the amount of Baht 17.64 million.

42

3

Audit Fee

3.1 Audit Fee

In the previous accounting period, the Company and its subsidiaries paid audit fee to the auditor of the Company and its subsidiaries in the amount of Baht 3,005,000 3.2 Non-audit Fee

- None -

ANNUAL REPORT 2012 Natural Park Public Company Limited


43

ANNUAL REPORT 2012 Natural Park Public Company Limited


44

ANNUAL REPORT 2012 Natural Park Public Company Limited


Report of the Board of Directors’ Responsibilities for Financial Statements The Board of Directors is responsible for the financial statements of Natural Park Public Company Limited and its subsidiaries which have been prepared in accordance with generally accepted accounting standards in Thailand. The appropriate accounting policies are pursued and applied consistently with adequate disclosure of important information in the Notes to Financial Statements. The Board of Directors has prepared the internal control system in order to prevent any dishonest or irregular activities. Also this is to ensure connected transactions which may cause conflict of interest are really commercial transactions which are reasonably conducted in normal business practices and will make the most benefits. The opinion of the Audit Committee is reported in the Report of the Audit Committee in this annual report. Therefore, the Board of Directors considered the overall internal control system of the Company and its subsidiaries was at satisfactory level and believed the financial statements of the Company and its subsidiaries as of 31 December 2012 have been prepared in accordance with generally accepted accounting standards and related laws and regulations. The auditor had a without qualified opinion on note 27.2.b) to financial statements, the Joint Venture has complied with the agreement related to the Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project with a government agency. However there is problem regarding delivery of construction site by such government agency. The government agency has been informed from the Joint Venture about the problem regarding delivery of construction site. When the area has already been delivered, management has been intent to run the project. However, the Company’s Board of Directors has realized the problems and has tried to find solutions to improve the Company’s financial status. To raise competitiveness in this new era of the business world, to cope with the effects of global economic fluctuations and to strengthen business operations, N-PARK has changed its strategic approach from the “Buy-Develop-Sell” strategy which revolves around buying/investing, building/ developing and generating satisfactory returns most suitable for the business cycle to the newly formulated “Development and Management for Sustainable Profitability” strategy, which focuses on the use of professional experience and expertise to develop the Company’s existing real estate projects to their fullest potential in order to generate high returns in the long run. Nonetheless, the Company is seeking solutions for the problems by taking into account the benefits of shareholders and the Company.

(Mr. Nakorn Laksanakarn) President and CEO

(Mr. Burin Pusiri) Director

ANNUAL REPORT 2012 Natural Park Public Company Limited

45


AUDITOR’S REPORT To the Shareholders of Natural Park Public Company Limited I have audited the accompanying consolidated and separate financial statements of Natural Park Public Company Limited and its subsidiary, and of Natural Park Public Company Limited, respectively, which comprise the consolidated and separate statements of financial position as at 31 December 2012, the consolidated and separate statements of comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Consolidated and Separate Financial Statements 46

Management is responsible for the preparation and fair presentation of these consolidated and separate financial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility My responsibility is to express an opinion on these consolidated and separate financial statements based on my audit. I conducted my audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated and separate financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

ANNUAL REPORT 2012 Natural Park Public Company Limited


Opinion In my opinion, the consolidated and separate financial statements referred to above present fairly, in all material respects, the financial position as at 31 December 2012 and the financial performance and cash flows for the year then ended of Natural Park Public Company Limited and its subsidiary and Natural Park Public Company Limited, respectively, in accordance with Thai Financial Reporting Standards.

Focus information and events Without additional qualifying my opinion, I draw the attention to note 27.2.b) to financial statements, the Joint Venture has complied with the agreement related to the Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project with a government agency. However there is problem regarding delivery of construction site by such government agency. The government agency has been informed from the Joint Venture about the problem regarding delivery of construction site. The Joint Venture has submitted letters asking for approval from such government agency for postponed “project management period” and “rental period” on the agreement on 10 May 2005 related to the Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project from 20 November 2005 until the date which such government agency can deliver the construction site to the Joint Venture for further construction. On the other hand, on 4 January 2010 the Company issued a request letter to the deputy minister of finance to reconsider. And on 3 May 2010 the Company issued 2nd request letter to deputy minister of finance to reconsider. The Treasury Department is on the process to present to the Office of the Attorney General or the State Council to make legal opinion and propose to the Cabinet. The problem of relocation of the another government from the land of the ancient custom house (Rong Pasee Roi Chak Sam), has been dispute between the government agencies. The Coordinating Committee on Investment and Construction Management for Rong Pasee Roi Chak Sam project development resolved that the Treasury Department would submit the issue to the Office of the Attroney General to present to the Department of Civil Dispute Settlement for final decision. However, letter from the Treasury Department mentioned result of the Legal Advised Deputy Attorney General to consider the matter of law on suggested it that The Joint Venture is not infringement and the agreement has not been cancelled by the status party, because of there is problem regarding deliver the area. When the area has already been delivered, management has been intent to run the project.

Kannika Wipanurat Certified Public Accountant (Thailand) No. 7305

Karin Audit Company Limited Bangkok 26 February 2013 ANNUAL REPORT 2012 Natural Park Public Company Limited

47


Balance Sheet

Natural Park Public Company Limited andLimited Its Subsidiaries Natural Park Public Company and Its Subsidiaries Statements Financial Position As at 31 ofDecember 2012 and 2011 As at 31 December 2012 and 2011

ASSETS Current Assets Cash and cash equivalents Current Investments Trade accounts receivable and other accounts receivable - net Amounts due from related parties - net Short - term loans to related parties and interest receivable - net Other current assets - net Total Current Assets

48

Non - Current Assets Pledged deposits at financial institutions - long term Investments in subsidiaries - net Investments in associates - net Investments in related companies - net Other long - term investments - net Investments property - net Property, plant and equipment - net Leasehold rights of land and buildings - net Other non - current assets - net Total Non - Current Assets Total Assets

Notes

10 6 5 5 7

8 9 9 10 11 12 13 14

2012

(Unit : Baht) 2011

2012

Separate

2011

160,163,545 195,358,600 13,771,354 128,000 9,673,708 379,095,207

37,847,261 13,222,391 128,000 55,781,804 24,049,738 131,029,194

144,368,542 195,358,600 11,192,218 128,000 1,367,927,210 3,449,452 1,722,424,022

9,325,241 10,094,704 219,770 630,004,409 9,200,469 658,844,593

44,632,405 151,263,301 79,900,748 187,279 111,778,520 118,752,589 93,136,807 722,724,495 1,322,376,144 1,701,471,351

50,649,825 509,043,645 299,891,882 123,236 124,301,493 109,122,506 97,312,220 746,478,951 1,936,923,758 2,067,952,952

3,937,706 151,126,692 79,900,748 187,279 111,778,520 14,346,731 218,109,136 579,386,812 2,301,810,834

2,033,606 36,358,427 704,339,471 299,891,882 123,236 124,301,493 4,715,344 616,909,738 1,788,673,197 2,447,517,790

The accompanying notes are an integral part of these financial statements. ANNUAL REPORT 2012 Natural Park Public Company Limited

Consolidated


Balance Sheet

Natural Park Public Company Limited and Its Subsidiaries

Natural Park Public Company Limited and Its Subsidiaries As at 31 December 2012 and 2011

Statements of Financial Position As at 31 December 2012 and 2011

LIABILITIES AND SHAREHOLDERS'EQUITY Current Liabilities Trade accounts payable and other accounts payable Current portion due within one year Short - term loans from related companies and interest payable Short - term loans from others Liabilities under debt restructuring Deposits and advances received from customers Provision for liabilities Current portion of obligation under finance lease Other current liabilities Total Current Liabilities Non - Current Liabilities Long term loans - net Estimated liability - employee benefit Obligation under finance lease Other non-current liabilities Total Non - Current Liabilities Total Liabilities Shareholders'equity Share capital Registered 120,861,840,000 ordinary shares of Baht 1 each 60,430,920,000 ordinary shares of Baht 1 each Issued and paid - up 66,925,140,588 ordinary shares of Baht 1 each 60,430,920,000 ordinary shares of Baht 1 each Discount on ordinary shares Other components of shareholders'equity Deficit Total shareholders'equity attributable to Company Non controlling interest Total shareholders'equity Total Liabilities and Shareholder's equity

Consolidated

(Unit : Baht)

Notes

2012

5, 15 20 5 16 17

56,214,950 25,200,000 19,361,025 623,033,157 2,119,200 2,443,668 728,372,000

90,526,988 25,200,000 13,120,979 112,473,958 646,129,353 14,818,592 724,868,197 10,339,200 1,637,477,267

23,106,242 25,200,000 19,361,025 623,033,157 2,119,200 1,076,037 693,895,661

25,575,933 25,200,000 29,924,175 646,129,353 14,818,592 724,868,197 896,959 1,467,413,209

20 21

36,410,874 6,790,869 5,726,508 2,400,000 51,328,251 779,700,251

55,322,539 5,810,074 58,574,875 119,707,488 1,757,184,755

36,410,874 6,790,869 5,726,508 48,928,251 742,823,912

55,322,539 5,810,074 56,174,875 117,307,488 1,584,720,697

22

120,861,840,000

22

66,925,140,588 (58,053,049,616) 16,676,267 (7,967,570,188) 921,197,051 574,049 921,771,100 1,701,471,351

18 19

2011

60,430,920,000 60,430,920,000 (51,688,713,440) (87,426,173) (8,344,076,470) 310,703,917 64,280 310,768,197 2,067,952,952

2012

Separate

120,861,840,000 66,925,140,588 (58,053,049,616) 16,676,267 (7,329,780,317) 1,558,986,922 1,558,986,922 2,301,810,834

2011

60,430,920,000 60,430,920,000 (51,688,713,440) (71,375,142) (7,808,034,325) 862,797,093 862,797,093 2,447,517,790

The accompanying notes are an integral part of these financial statements. ANNUAL REPORT 2012 Natural Park Public Company Limited

49


Statements of Income Natural Park Public Company Limited and Its Subsidiaries Natural Park Public Company Limited and Its Subsidiaries Statements of Comprehensive Income For the years ended 31 December 2012 and 2011

For the years ended 31 December 2012 and 2011 (Unit : Baht) Consolidated Notes

2011

2012

2011

77,039,098 77,039,098

60,337,470 60,337,470

77,039,098 77,039,098

60,337,470 60,337,470

56,656,098 56,656,098 20,383,000 739,486,179 759,869,179

50,769,409 50,769,409 9,568,061 263,114,744 193,123,216 465,806,021

56,656,098 56,656,098 20,383,000 726,223,572 746,606,572

50,769,409 50,769,409 9,568,061 275,985,650 193,123,216 478,676,927

6,513,390 144,655,286 18,210,656 980,795 77,023,969 9,307 247,393,403 512,475,776

3,271,403 194,691,491 18,865,434 60,056,338 58,292,350

6,513,390 145,592,802 18,210,656 980,795 77,023,969 854,595 249,176,207 497,430,365

3,271,404 391,536,172 18,182,109 60,056,338 58,292,350

Revenues Revenue from rental and services Total Revenues Cost of services Cost of rental and services Total Cost of services Gross margin Other income

5, 23

Profit from disposal of investment

Profit before Expenses Expenses

50

Selling expenses Administrative expenses Management benefit expenses Employee benefit expense Provision for liabilities Other expenses Total Expenses Profit (loss) before finance costs and income tax Finance costs Share of loss from investments in associates

5

18

5

Profit (loss) before income tax Income tax Net Profit ( loss) for the years Other comprehensive income Translation of financial statement differences Unrealised gain (loss) on on available-for-sale securities Other comprehensive income, net of tax Total Comprehensive income Profit (loss) attributable to Owners of the parent Non controlling interest

Separate

2012

(18,260,746) (117,198,979) 377,016,051

335,177,016 130,629,005 (46,223,163) (192,706,942) (108,301,100)

377,016,051

(69,575) (108,370,675)

478,254,008

(98,275,312)

88,051,409 88,051,409 465,067,460

(11,468,275) (211,498,521) (222,966,796)

88,051,409 88,051,409

(211,498,521) (211,498,521)

(331,337,471)

566,305,417

(309,773,833)

(108,306,501) (64,174)

478,254,008

(98,275,312) -

376,506,282 509,769 377,016,051

(108,370,675)

(19,176,357) 478,254,008

478,254,008

531,338,373 (52,661,446) (45,613,866) (98,275,312)

(98,275,312)

Total comprehensive income attributable to Owners of the parent Non controlling interest

464,557,691 509,769 465,067,460

(327,454,361) (3,883,110)

(309,773,833)

(331,337,471)

566,305,417 566,305,417

(309,773,833)

0.0059

(0.0018)

0.0074

(0.0016)

64,228,087,229

60,430,920,000

64,228,087,229

60,430,920,000

Basic profit (loss) per share for loss attributable to the equity of the parent Net Profit (loss) for the years (Baht per shares) Weighted average number of ordinary shares (Shares)

The accompanying notespartareof these an integral part of these financial statements. The accompanying notes are an integral financial statements. ANNUAL REPORT 2012 Natural Park Public Company Limited


22

60,430,920,000 60,430,920,000 6,494,220,588 66,925,140,588

Issued and paid-up share capital

ANNUAL REPORT 2012 Natural Park Public Company Limited

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

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

Balance as at 1 January 2011 Total comprehensive income for the years Balance as at 31 December 2011 Increase capital Discount on ordinary share Total comprehensive income for the years Balance as at 31 December 2012

Notes

For the years ended 31 December 2012 and 2011

Natural Park Company LimitedLimited and Its Subsidiaries Natural ParkPublic Public Company and Its Subsidiaries Statement of Changes in Shareholders'equity For the years ended 31 December 2012 and 2011

(51,688,713,440) (51,688,713,440) (6,364,336,176) (58,053,049,616)

Discount on ordinary shares (8,235,769,969) (108,306,501) (8,344,076,470) 376,506,282 (7,967,570,188)

Deficit (4,582,756) (11,468,275) (16,051,031) 16,051,031 -

140,123,379 (211,498,521) (71,375,142) 88,051,409 16,676,267

135,540,623 (222,966,796) (87,426,173) 104,102,440 16,676,267

128,454 (64,174) 64,280 509,769 574,049

(Unit : Baht) Consolidated Other components of equity Translation of Unrealised gain (loss) Total financial statement on available-for-sale other components Non Controlling differences securities of shareholders'equity interest

Statement of Changes in Shareholders’equity

51

642,105,668 (331,337,471) 310,768,197 6,494,220,588 (6,364,336,176) 481,118,491 921,771,100

Total


22

60,430,920,000 60,430,920,000 6,494,220,588 66,925,140,588

Issued and paid-up share capital

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

Balance as at 1 January 2011 Total comprehensive income for the years Balance as at 31 December 2011 Increase capital Discount on ordinary share Total comprehensive income for the years Balance as at 31 December 2012

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

ANNUAL REPORT 2012 Natural Park Public Company Limited

Notes

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2012 and 2011 For the years ended 31 December 2012 and 2011

(51,688,713,440) (51,688,713,440) (6,364,336,176) (58,053,049,616)

Discount on ordinary shares

Natural Park Public Company Limited and Its Subsidiaries Statement of Changes in Shareholders’equity Statement of Changes in Shareholders'equity

52

(7,709,759,013) (98,275,312) (7,808,034,325) 478,254,008 (7,329,780,317)

Deficit

(Unit : Baht) Separate

140,123,379 (211,498,521) (71,375,142) 88,051,409 16,676,267

Other components of equity Unrealised gain (loss) on available-for-sale securities

1,172,570,926 (309,773,833) 862,797,093 6,494,220,588 (6,364,336,176) 566,305,417 1,558,986,922

Total


Natural Park Public Company Limited and Its Subsidiaries Statement of Cash Flows For the years ended 31 December 2012 and 2011

Statement of Cash Flows Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2012 and 2011

2012

Consolidated

(Unit : Baht) 2011

2012

Separate

2011

Cash flows from operating activities: Net profit (loss) for the years

377,016,051

(108,370,675)

478,254,008

(98,275,312)

27,182,364

25,799,781

23,005,648

21,634,465

Adjustments to reconcile net loss for the periods to net cash provided by (used in) operating activities: Depreciation and amortisation Reversal impairment loss on investment in related company

-

(156,042,842)

-

(156,042,842)

(44,130,360)

(37,080,374)

(44,130,360)

(37,080,374)

(Gain) loss on disposal of investments in associates

(294,291,803)

-

845,288

-

(Gain) loss on disposal of investments in subsidiaries

(43,992,150)

-

(62,082,937)

-

-

-

2,854,540

-

Doubtful accounts

742,647

2,686,173

4,531,169

84,840,168

(Gain) loss on disposal of fixed assets

(476,673)

(6,856)

9,307

(6,856)

-

(26,168,058)

8,681,392

(25,566,491)

Gain on debt restructuring

(320,971,622)

(208,063,180)

(257,981,358)

(208,063,180)

-

-

(Gain) loss on disposal of investments in related company

Doubtful accounts for short - term loans and interest receivable

Unrealised (gain) loss on exchange rate Impairment loss on assets

-

93,424,626

Impairment loss on investment in subsidiaries

-

-

5,420,720

-

Impairment loss on investment in associates

-

-

13,312,779

233,659,546

Impairment loss on current investment

32,026,000

-

32,026,000

-

Provision for liabilities

47,023,969

58,292,350

47,023,969

58,292,350

980,795

60,056,338

980,795

60,056,338

(7,384,099)

(3,535,256)

(7,384,099)

(3,535,256)

Expense - employee benefit Dividend income Interest income

(6,212,931)

(2,568,379)

(63,305,009)

(35,096,836)

Interest expenses

18,260,746

46,223,163

19,176,357

45,613,866

117,198,979

192,706,942

-

-

(97,028,087)

(62,646,247)

201,238,209

(59,570,414)

(519,026)

(287,211)

(4,898,480)

(1,325,699)

Share of net loss from investments in associates Profit (loss) from operating activities before changes in operating assets and liabilities (Increase) decrease in operating assets: Trade accounts receivable and other accounts receivable Other current assets

3,572,856

662,431

6,901,720

1,134,855

Other non - current assets

2,756,292

(15,345,128)

2,688,602

(69,869)

(16,147,228)

(15,810,990)

(7,179,054)

(7,977,776)

4,542,433

135,659

4,542,433

135,659

412,457 (102,410,303)

(13,734,342) (107,025,828)

172,042 203,465,472

(264,964) (67,938,208)

Cash paid for employee benefit

-

(65,913,030)

-

(65,913,030)

Cash paid for interest expenses

(31,389,786)

(37,571,144)

(32,468,592)

(38,735,149)

(1,161,003) (134,961,092)

(812,877) (211,322,879)

(1,150,704) 169,846,176

(791,649) (173,378,036)

Increase (decrease) in operating liabilities: Trade accounts payable and other accounts payable Deposits and advance received from customers Other current liabilities Cash provided by (used in) operating activities

Cash paid for corporate income tax Net cash provided by (used in) operating activities

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

ANNUAL REPORT 2012 Natural Park Public Company Limited

53


Statement of Cash Flows Natural Park Public Company Limited and Its Subsidiaries Natural Park Public Company Limited and Its Subsidiaries Statement of Cash Flows For thethe yearsyears ended 31 December and 2011 2012 and 2011 For ended 312012December

2012

Consolidated

(Unit : Baht) 2011

2012

Separate

2011

Cash flows from investing activities (Increase) decrease in pledged deposits at financial institutions - long term (Increase) decrease in short - term loans to related parties and interest receivable Dividend received Cash received from interest Cash received from disposal of investments in related company

6,017,420

(2,789,068)

2,033,606

(2,014,032)

-

-

(852,392,250)

(26,378,750)

7,384,099

3,535,256

7,384,099

3,535,256

5,149,446

-

11,361,813

1,558,722

124,724,260

466,215,835

124,724,260

466,215,835

610,000,000

-

610,000,000

-

(14,100,000)

-

(14,100,000)

-

160,212,000

-

160,212,000

-

Cash received from disposal of investments and the sale of loan and accrued interest receivable in associated company Cash paid for buy investments in associated company Cash received from disposal of investments and the sale of loan and accrued interest receivable in subsidiary company Cash received from reduction share subsidiary

54

-

-

27,000,000

-

Cash paid deposits for shares.

(215,000,000)

-

(215,000,000)

-

Deposit for purchase of land.

(10,000,000)

-

-

-

Cash received from disposal of assets

503,830

33,500

17,850

33,500

(497,847,672)

-

-

-

Acquisition of investments property

(8,939,066)

(10,735,328)

(8,939,066)

(10,735,328)

Acquisition of building and equipment

(3,524,334) 164,579,983

(541,732) 455,718,463

(3,524,334) (151,222,022)

(418,682) 431,796,521

-

-

(16,640,000)

(14,080,284)

129,884,412

-

129,884,412

-

Acquisition of land awaiting development and building

Net cash provided by (used in) investing activities Cash flows from financing activities Increase (decrease) in short - term loans from related companies and interest payable Cash received from issuance ordinary shares Increase (decrease) for liabilities under debt restructuring and related expenses

-

(398,972,378)

40,361,754

(398,972,378)

Cash paid for Provision for liabilities

(17,644,263)

(26,000,000)

(17,644,263)

(26,000,000)

Cash paid for long term loans

(18,911,664)

(17,844,585)

(18,911,664)

(17,844,585)

(631,092) 92,697,393

(442,816,963)

(631,092) 116,419,147

(456,897,247)

122,316,284

(198,421,379)

135,043,301

(198,478,762)

37,847,261

236,268,640

9,325,241

207,804,003

160,163,545

37,847,261

144,368,542

9,325,241

Cash paid obligation under financial lease Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents - beginning of the years Cash and cash equivalents - end of the years

The accompanying notes are an integral part of these financial statements. he accompanying notes are an integral part of these financial statements. ANNUAL REPORT 2012 Natural Park Public Company Limited


Natural Park Public Company Limited and Its Subsidiaries Statement of Cash Flows For the years ended 31 December 2012 and 2011

Statement of Cash Flows Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2012 and 2011

Supplemental disclosures of cash flows information : 1. For the purpose of preparing the statement of cash flows, cash and cash equivalents items include cash in hand and cash at banks and short-term investment in promissory notes which are due within 3 months. 2. In 2012, the Company classify investments in related companies to current investment of Baht 195.38 million. 3. During the years the company acquired fixed asset by financial lease agreement

8,476,800

-

8,476,800

-

4. In the third quarter of 2012, the Company sold its investment in Kyoto Resorts YK Company Limited Cash received from sales of investment are as follows : Unit : Baht Cash received from sales of investment in subsidiary - net 160,212,000 Less Land held for development (243,642,516) Short-term loans from others 110,743,050 Trade accounts payable and other 30,402,550 Translation of financial statement difference (16,051,031) others - net 2,328,097 Gain on disposal of investments in subsidiary 43,992,150 5. Cash and cash equivalents consist of: 2012 Cash Current account Saving account Fix account

Consolidated

425,520 1,203,609 158,436,554 97,862 160,163,545

55

(Unit : Baht)

Separate

2011

2012

239,500 2,509,059 35,098,702 37,847,261

425,520 143,943,022 144,368,542

2011 239,500 493,348 8,592,393 9,325,241

The accompanying notes are an integral part of these financial statements. he accompanying notes are an integral part of these financial statements. ANNUAL REPORT 2012 Natural Park Public Company Limited


NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES Notes To Financial NOTES TO FINANCIAL STATEMENTS Statements Natural Park Public Limited and Its Subsidiaries 31 DECEMBER 2012Company AND 2011 For the years ended 31 December 2012 and 2011

1.

GENERAL INFORMATION Natural Park Public Company Limited (‚the Company‛) was incorporated as a public company and domiciled in Thailand and was registered in the Stock Exchange of Thailand. The address of its registered office is 88 Soi Sukhumvit 49, Sukhumvit Road, Klongton Nua, Wattana, Bangkok. The principal business of the Company is real estate development.

2.

BASIS OF FINANCIAL STATEMENT AND CONSOLIDATION PREPARATION Basis of preparation of financial statements

56

The accompanying financial statements are prepared in Thai Baht and in Thai language in conformity with generally accepted accounting principles in Thailand. The accompanying financial statements are intended to present the financial position and results of operations and cash flows in accordance with accounting principles and practices generally accepted in Thailand. For the convenience of the reader, an English translation of financial statements has been prepared from the statutory Thai language financial statements which are issued for domestic reporting purposes. The preparation of financial statements in conformity with TAS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

ANNUAL REPORT 2012 Natural Park Public Company Limited

1


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31 201231AND 2011 2012 and 2011 ForDECEMBER the years ended December Adoption of new accounting standards New accounting standards, amendments to accounting standards, new financial reporting standard and new interpretation The following new accounting standards, amendments to accounting standards, new financial reporting standard and new interpretation are mandatory, but the Company has not early adopted them. Effective for the periods beginning on or after 1 January 2013 TAS 12 Income Taxes TAS 20 (Revised 2009) Accounting for Government Grants and Disclosure of Government Assistance TAS 21 (Revised 2009) The Effects of Changes in Foreign Exchange Rates TFRS 8 Operating Segments TSIC 10 Government Assistance - No Specific Relation to Operating Activities TSIC 21 Income Taxes - Recovery of Revalued Non-Depreciable Assets TSIC 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders

57

Effective for the periods beginning on or after 1 January 2014 TFRIC 4 Determining whether an Arrangement contains a Lease TFRIC 12 Service Concession Arrangements TFRIC 13 Customer Loyalty Programmes TSIC 29 Service Concession Arrangements: Disclosure The Company’s management has determined that the new accounting standards, amendments to accounting standards, new financial reporting standard and new interpretation will not significantly impact the financial information being presented, except for TAS 12 Income Taxes and TFRS 8 Operating Segments. TAS 12, this deals with taxes on income, comprising current tax and deferred tax. Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, using tax rates and tax law that have been enacted or substantively enacted by the end of the reporting period. Deferred taxes are measured based on the temporary difference between the tax base of an asset or liability and its carrying amount in the financial statements and using the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates and tax law that have been enacted or substantively enacted by the end of the reporting period. The Company will apply this standard from 1 January 2013 retrospectively. The management is currently assessing the impact of applying this standard.

ANNUAL REPORT 2012 Natural Park Public Company Limited

2


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES FINANCIAL STATEMENTS NaturalTOPark Public Company Limited and Its Subsidiaries 31 For DECEMBER 2012 AND 2011 the years ended 31 December 2012 and 2011 TFRS 8, the standard requires a ‘management approach’, under which segment information is presented on the same basis as that used for internal reporting purposes. The Company will apply this standard from 1 January 2013. The Company’s management has determined that this standard will impact on entity-wide disclosures only. For segment information, as the Company currently is real estate development, by divided into domestic and foreign. Moreover, the Company’s management allocates resources and assesses the Company’s performance as a whole. Therefore, the Company’s management has determined that the current disclosure of segment information is sufficient and consistent with this standard’s requirements. PRINCIPLES OF CONSOLIDATION 58

The percentages of shareholding of the Company in the subsidiaries included in the consolidated financial statements were as follows: Percentage of shareholding 2012 2011 Nature of business Subsidiaries directly held by the Company Park Opera Company Limited* 100.0 100.0 Theatre Natural Real Estate Company Limited* 100.0 100.0 General business Natural Venture Company Limited 100.0 100.0 Investment holding (Dissolved) Natural Park Ville Company Limited* 100.0 100.0 Rental of assets Richee Property Management Company Limited* 99.9 99.9 General business Natural Project Chao Phraya Company Limited* 100.0 100.0 Property development Natural Hotel Sukhumvit Company Limited* 64.9 64.9 Hotel owner Park Gourmet Company Limited* 100.0 100.0 Restaurant (Temporarily dormant) Natural Hotel Panwa Company Limited* 100.0 100.0 Hotel owner Natural Hotel Chao Phraya Company Limited* 100.0 100.0 Property development Kyoto Resorts YK Company Limited 67.0 Hotel owner The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd. * *

100.0

100.0

Hotel owner

Currently no income from operations

On 21 September 2012, the Company sale ordinary shares in Kyoto Resorts YK and the sale of loan and accrued interest receivable from Kyoto to company was not connected person (See note 8). Accordingly, the Company has not included such company in the consolidated financial statement since that date. 3 ANNUAL REPORT 2012 Natural Park Public Company Limited


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES STATEMENTS Natural TO ParkFINANCIAL Public Company Limited and Its Subsidiaries the years ended December 31ForDECEMBER 201231AND 2011 2012 and 2011 All significant intercompany transactions between the Company and subsidiaries included in the consolidated financial statements have been eliminated. Total assets, and total revenues and expenses of 1 subsidiary included in the consolidated financial statements for the years ended 31 December 2012 and 2011, audited by other auditor, were as follows:

1 subsidiary

Total revenues Total expenses Net profit (loss)

(Unit : Million Baht) Total assets included in the consolidated statements of financial position 2012 2011 248 (Unit : Million Baht) The consolidated statements of comprehensive income 2012 2011 1 (6) (106) (6) (105)

59

Total investment in associate and share of net loss of 1 associate included in the consolidated financial statements for the years ended 31 December 2012 and 2011, prepared by management which was not audited by auditor, were as follows: (Unit : Million Baht) Total investment included in the consolidated statements of financial position 2012 2011 1 associate 358

1 associate

(Unit : Million Baht) Total share of net loss included in the consolidated statements of comprehensive income 2012 2011 100 159

Total investment in associate of the Fund and share of net loss included in the consolidated financial statements for the years ended 31 December 2012 and 2011, audited by other auditor, were as follows: ANNUAL REPORT 2012 Natural Park Public Company Limited

4


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31 201231AND 2011 2012 and 2011 ForDECEMBER the years ended December

3. 60

1 associate

(Unit : Million Baht) Total investment included in the consolidated statements of financial position 2012 2011 151 150

1 associate

(Unit : Million Baht) Total share of net loss included in the consolidated statements of comprehensive income 2012 2011 13 33

SIGNIFICANT ACCOUNTING JUDGEMENTS 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. The significant accounting judgments and estimates are as follows: 3.1 Finance leases/ Operating leases The Company and subsidiaries have entered into lease agreements for the rental of motor vehicles. The Company and subsidiaries have determined, based on an evaluation of the terms and conditions of the arrangements, that the lessor retains all the significant risk and rewards of ownership of these properties, and so accounts for the contracts as operating leases. 3.2 Allowance for doubtful accounts Allowances for doubtful accounts are intended to adjust the value of receivables for probable credit losses. The management uses judgment to establish reserves for estimated losses for each outstanding debtor. The allowances for doubtful accounts are determined through a combination of specific reviews, collection experience, and analysis of debtor aging, taking into account changes in the current economic conditions. However, the use of dif ferent estimates and assumptions could affect the amounts of allowances for receivable losses and adjustments to the allowances may therefore be required in the future.

3.3 Impairment of investments ANNUAL REPORT 2012 Natural Park Public Company Limited

5


NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31ForDECEMBER 2012 AND 2011 the years ended 31 December 2012 and 2011

Notes To Financial Statements

The Company and subsidiaries treat investments as impaired when there has been a significant or prolonged decline in the fair value below their cost or where other objective evidence of impairment exists. The determination of what is ‚significant‛ or ‚prolonged‛ requires judgment. 3.4 Depreciation In calculating depreciation of plant and equipment, the management estimates useful lives and salvage values of the plant and equipment and reviews estimated useful lives and salvage values if there are any changes. 4.

SIGNIFICANT ACCOUNTING POLICIES The consolidated and Company financial statements have been prepared in accordance with Thai generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards issued by the Institute of Certified Accountants and Auditors of Thailand and approved under the law by the Board of Supervision of Auditing Practice appointed by the Minister of Commerce, and the financial reporting requirements of the Securities and Exchange Commission. Significant accounting policies adopted by the Company and the subsidiary companies are summarized below: 4.1

Revenue Recognition

4.1.1 Rental and services income are recognized as revenue on accrual basis at the amount as fixed under the related lease agreement. 4.1.2 Revenues from hotel operations, mainly comprise revenues from room sales, food and beverages sales and auxiliary activities, and represent the invoiced value (excluding value added tax) of goods supplied and services rendered after deducting discounts. 4.1.3 Revenues from services and commission are recognized when services are rendered. 4.1.4 Revenues from restaurant represent the invoiced value after deducting discounts and allowances (excluding value added tax) of goods supplied and services rendered. 4.1.5 Interest income is recognized as revenue on a time proportion basis. 4.2

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, cash at banks and deposits at financial institutions with an original maturity of three months or less and not subject to restriction. 4.3

Trade accounts receivable and allowance for doubtful accounts ANNUAL REPORT 2012 Natural Park Public Company Limited

6

61


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31 DECEMBER 2012 AND 2011 2012 and 2011 For the years ended 31 December Trade accounts receivable are stated at the net realizable value. Allowance for doubtful accounts is provided to cover the estimated losses that may be incurred in the collection. The allowance is based on collection experience and current status of receivables outstanding at the balance sheet date. Bad debts will be written off for the accounts considered uncollectible. 4.4

Investments

Current investment consists of investment in debt instrument and is accounted for by using amortized cost method.

62

Investments in the subsidiary and associated companies as recorded in the Company’s book is accounted for cost method and investment in associated company in the consolidated financial statements is accounted for under equity method. Under this method, the investment is recorded at cost and for each subsequent year the investment is adjusted to incorporate the Company’s proportionate share of the operating results in the subsidiary. However, the Company will record additional loss on its investments in associated company only upto an amount equal to the commitments and guarantees it has. Investments in available-for-sale securities are determined at fair value. The change in value of securities is recorded as a separate item in shareholders’ equity until securities are sold, the change shall be included in determining earnings. Fair value of marketable securities is based on the latest bid prices of the last working day of year quoted by the Stock Exchange of Thailand. Investments in non-marketable equity securities, which the Company holds as other investment, are valued at cost. Weighted average method is used for computation of cost of investments. 4.5

Joint venture

Cost method is applied in the separate financial statements. 4.6

Investment in property fund

Investment in the units of a property is treated by the Company as investment in an associated company and recorded as cost method in the Company’s book and equity method in the consolidated financial statement. The financial statements of the property fund are prepared under accounting policies which differ from those of the Company in some respects. However, for the purpose of recording the Company’s interest in the equity of the property fund, the Company has not adjusted the property fund’s financial statements to state then under the same accounting policies as applied by the Company because the amount is immaterial to financial statements. 4.7

Land held for future development

ANNUAL REPORT 2012 Natural Park Public Company Limited

7


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES STATEMENTS Natural TO ParkFINANCIAL Public Company Limited and Its Subsidiaries 31ForDECEMBER 201231 AND 2011 2012 and 2011 the years ended December Land held for future development is stated at cost less provision for impairment (if any). Cost comprises cost of land and other related acquisition costs incurred. Where the carrying amount of the land is greater than its estimated recoverable amount, a provision for impairment is made to reduce the carrying amount to the recoverable amount. 4.8

Investment properties

Under the revised TAS, investment property, defined as property owned to earn rentals; capital appreciation; or both, is disclosed in the financial statements separately from other property, plant and equipment. The Company has selected the cost model for accounting for its investment properties under the revised TAS. 4.9

Property, plant and equipment

Land is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and provision for impairment (if any). Depreciation is calculated on the straight line method to write off the cost or the revalued amount of each asset, except for land which is considered to have an indefinite life, to its residual value over the estimated useful life as follows: Building on leasehold land, building improvements and leasehold rights Building, land and building improvement Integral fixed plant Furniture, fixture and equipment Hotel operating equipment Vehicles

Remaining lease period 5-40 years 20 years 5-10 years The remaining quantity from physical count 5 years

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. Estimated recoverable amount is the higher of the anticipated discounted cash flows from the continuing use of the asset and the amount obtainable from the sale of the asset less any costs of disposal. Gains and losses on disposal of property, plant and equipment are determined by reference to their carrying amount and are taken into account in determining profit/loss from operations. Expenditures for additions, renewals and improvements, which result in substantial increase in an asset’s current replacement value, are capitalized. Repair and maintenance costs are recognized as an expense when incurred. The principal changes introduced by the revised TAS 16 that will affect the Company is that (i) costs of asset dismantlement, removal and restoration have to be included as asset costs and subject to annual depreciation; (ii) the depreciation charge has to be determined separately for each significant part of an asset; and ANNUAL REPORT 2012 Natural Park Public Company Limited

8

63


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31For DECEMBER 2012 AND 2011 2012 and 2011 the years ended 31 December (iii) the residual value of an item of property, plant and equipment has to be measured at the amount estimated receivable currently for the asset if the asset were already of the age and in the condition expected at the end of its useful life. Furthermore, the residual value and useful life of an asset have to be reviewed at least at each financial year-end. 4.10 Leasehold rights of land and building Leasehold rights of land and building are stated at cost less accumulated amortization. Amortization of leasehold right is calculated by reference to its cost on a straight-line basis over the period of lease. 4.11 Capitalization of borrowing costs

64

The Company and its subsidiaries capitalize interest cost and other financial charges relating to the construction and supply costs as part of the project costs. The capitalization of the borrowing cost will be discontinued when the construction is completed and ready for intended use, or when construction is suspended and until active development resumes. A subsidiary record interest as expense the management did not adjust the effect of non – uniform accounting policy due to immaterial difference. 4.12 Accounting for leases - where a company is the lessee Leases of assets which substantially transfer all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased equipment or the present value of the minimum lease payments. Each lease payment is allocated to the principal and to the finance charges so as to achieve a constant rate on the finance balance outstanding. The outstanding rental obligations, net of finance charges, are included in other long – term payables. The interest element of the finance cost is charged to the statement of income over the lease period. The equipment acquired under the finance leases is depreciated over the shorter of the useful life of the assets or the lease term. Leases of assets under which all the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the statements of income over the lease periods.

4.13 Currency translation Transactions denominated in foreign currencies are translated into Baht at the rates of exchange ruling on the transaction dates. Realized gains and losses on exchange are recognized as income or expenses in the statements of income as incurred. Monetary assets and liabilities at the balance sheet date denominated in foreign currencies are translated into ANNUAL REPORT 2012 Natural Park Public Company Limited

9


NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31 DECEMBER 2012 AND 2011

Notes To Financial Statements For the years ended 31 December 2012 and 2011

Baht at the rates of exchange ruling on the balance sheet date. Unrealized gains and losses on exchange are recognized in the statements of income as incurred. The assets and liabilities of foreign entities are translated to Baht at the exchange rate ruling at the balance sheet date. The revenues and expenses of these foreign entities are translated to Baht at the monthly average exchange rates of the transactions incurred. 4.14 Financial instruments The Company and subsidiary have no policy to speculate in or engage in the trading of any financial derivative instruments. Financial instruments carried on the balance sheet include bank balances, investments, trade receivables, trade creditors, loans and debentures. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item. 4.15 Basic profit (loss) per share Basic profit (loss) per share determined by dividing the net loss for the year by the weighted average number of ordinary shares in issue during the year. 4.16 Use of accounting estimates Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates for certain accounting transactions, affecting amounts reported in the financial statements and notes related thereto. Subsequent actual results may differ from these estimates.

4.17 Provision for employees’ long-term benefits Short-term employee benefits Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred. Post-employment benefits ANNUAL REPORT 2012 Natural Park Public Company Limited

10

65


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES FINANCIAL STATEMENTS NaturalTOPark Public Company Limited and Its Subsidiaries 31For DECEMBER 2012 AND 2011 2012 and 2011 the years ended 31 December Defined benefit plans The Company and its subsidiaries have obligations in respect of the severance payments it must make to employees upon retirement under labor law. The Company and its subsidiaries treat these severance payment obligations as a defined benefit plan. The obligation under the defined benefit plan is determined by a professionally qualified independent actuary based on actuarial techniques, using the projected unit credit method. Actuarial gains and losses arising from other long-term benefits are recognised immediately in profit or loss.

66

For the first-time adoption of TAS 19 Employee Benefits, the Company and its subsidiaries elected to recognise the transitional liability, which exceeds the liability that would have been recognised at the same date under the previous accounting policy, through an adjustment to the beginning balance of retained earnings in the current year. 4.18 Corporate income tax The Company and subsidiaries calculates corporate income tax according to Revenue Code and records corporate income tax on the accrual basis. The Company does not recognize deferred tax in respect of temporary differences in the future periods. A foreign subsidiary recognizes income tax by deferred tax method. The Company’s management has considered the effect from using the different accounting policy that it has no any significant. So, the Company did not any adjust such effect. 4.19 Operating Lease Lease of assets under which all the risks and rewards of ownership are effectively retained by the lessor are classified as operating leases. Lease payments under an operating lease are recognized as expense on a systematic basis over the lease term.

4.20 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.

ANNUAL REPORT 2012 Natural Park Public Company Limited

11


NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public 31 DECEMBER 2012Company AND 2011Limited and Its Subsidiaries

Notes To Financial Statements For the years ended 31 December 2012 and 2011

They also include associated companies and individuals which directly or indirectly own a voting interest in the Company that gives them significant influence over the Company, key management personnel, directors and officers with authority in the planning and direction of the Company’s operations. 4.21 Segment information Business segments provide products and services that are subject to risks and returns that are different from those of other business segments. Geographic segments provide products or services within a particular economic environment that is subject to risks and returns that are different from those of components operating in other economic environments. Segment information is presented by business segments of the Group’s operations and divided into domestic and foreign. 5.

RELATED PARTY TRANSACTIONS

67

The Company had significant business transactions with subsidiaries (which have already been eliminated from the consolidated financial statements), associates and related parties which are related by way of shareholding or common shareholders or common directors. Such transactions, which have been concluded on the terms and basis as shown in the respective agreements or as determined by the Company and the respective parties, have been summarized below: (Unit : Thousand Baht) For the years ended 31 December Consolidated Separate 2012 2011 2012 2011

a) Income (1) Subsidiaries Interest income (2) Associates Interest income 1,063 2,569 (3) Related Dividend income 7,377 3,535 b) Expenses (1) Subsidiaries Interest expenses (2) Associates Administrative expenses 22 122 The significant balances of assets and liabilities with its related parties were as follows:

60,175

32,304

1,063

2,569

7,377

3,535

915

427

22

122

(Unit : Thousand Baht) Consolidated Separate 2012 2011 2012 2011 12 ANNUAL REPORT 2012 Natural Park Public Company Limited


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries For the years2012 ended December 2012 and 2011 31 DECEMBER AND312011

a) Amounts due from related parties - net

68

(1) Subsidiaries Kyoto Resorts YK Company Limited The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. And Silverlink Holdings Ltd (2) Associates Kempin Siam Company Limited UOB Apartment Property Fund One (leasehold) Park Cuisine Company Limited (3) Related companies The Natural Place Tower Limited* Sathorn Office Park Company Limited* Others Total Less : Allowance for doubtful accounts Net

(Unit : Thousand Baht) Consolidated Separate 2012 2011 2012 2011 -

-

-

92

-

-

6,601

6,601

-

-

-

-

-

1,655 307

-

-

69,190 3,686 132 73,008 (72,880) 128

69,190 3,686 132 74,970 (74,842) 128

69,190 3,686 132 79,609 (79,481) 128

69,190 3,686 132 79,701 (79,481) 220

* See Note 5 b.(3) (Progress on follow up loans) b) Short-term loans to related parties and interest receivable – net

Consisted of : Loans Interest receivable Total Less : Allowance for doubtful accounts Net

(Unit : Thousand Baht) Consolidated Separate 2012 2011 2012 2011 6,750,003 6,961,332 13,711,335 (13,711,335) -

6,802,503 6,964,614 13,767,117 (13,711,335) 55,782

8,271,018 7,132,417 15,403,435 (14,035,508) 1,367,927

7,726,493 7,113,391 14,839,884 (14,209,880) 630,004

The movements of short-term loans to related parties and interest receivable for the year ended 31 December 2012 and 2011 were as follows: ANNUAL REPORT 2012 Natural Park Public Company Limited

13


NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Park Public Company 31 Natural DECEMBER 2012 AND 2011 Limited and Its Subsidiaries

Notes To Financial Statements For the years ended 31 December 2012 and 2011

Opening net book amount Increase Decrease / reclassification Foreign currency translation Closing net book amount

(Unit : Thousand Baht) Consolidated Separate 2012 2011 2012 2011 13,767,117 13,764,548 14,839,884 14,754,401 1,063 2,569 1,165,743 216,017 (56,845) (593,517) (156,100) (8,675) 25,566 13,711,335 13,767,117 15,403,435 14,839,884

The movements of allowance for doubtful accounts for the years ended 31 December 2012 and 2011 were as follows:

Opening net book amount Increase Transfer out Closing net book amount

(Unit : Thousand Baht) Consolidated Separate 2012 2011 2012 2011

(13,711,335) (13,711,335)

(13,711,335) (13,711,335)

(14,209,880) (14,941) 189,313 (14,035,508)

69

(14,125,076) (144,904) 60,100 (14,209,880)

(Unit : Thousand Baht) Consolidated Separate 2012 2011 2012 2011 Short-term loans to related parties and interest receivable consisted of the following: (1) Subsidiaries Park Opera Company Limited Natural Park Ville Company Limited Richee Property Management Company Limited Kyoto Resorts YK Company Limited Natural Hotel Panwa Company Limited Natural Hotel Chao Phraya Company Limited Park Gourmet Company Limited The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. And Silverlink Holdings Ltd. Natural Project Chao Phraya Company Limited

-

-

227,903 79,000 15,415 -

227,533 80,577 15,315

194,200 555

278,288 4,063 332

-

-

-

-

475,790 699,237

455,227 11,433

14

ANNUAL REPORT 2012 Natural Park Public Company Limited


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries For the years ended December 2012 and 2011 31 DECEMBER 2012 AND312011

Total Less : Allowance for doubtful accounts Short-term loans to subsidiaries - net (2) Associates Kempin Siam Company Limited

70

(3) Related companies The Natural Place Tower Limited Sathorn Office Park Company Limited Chatnarong Company Limited M&C Property Service Company Limited Nom Anant Company Limited Panya Holding Company Limited Total Less : Allowance for doubtful accounts Short-term loans to related companies – net Short-term loans to related parties and interest receivable - net

(Unit : Thousand Baht) Consolidated Separate 2012 2011 2012 2011 1,692,100 1,072,768 (324,173) (498,546) 1,367,927 574,222

-

55,782

-

55,782

-

55,782

-

55,782

1,797,731 64,645 2,034,416

1,797,731 64,645 2,034,416

1,797,731 64,645 2,034,416

1,797,731 64,645 2,034,416

7,189,040 757,768 1,867,735

7,189,040 757,768 1,867,735

7,189,040 757,768 1,867,735

7,189,040 757,768 1,867,735

13,711,335 13,711,335 (13,711,335) (13,711,335)

13,711,335 (13,711,335)

13,711,335 (13,711,335)

-

-

-

-

-

55,782

1,367,927

630,004

On the third quarter of 2012, the Company has sold the loan including accrued interest receivable of Kyoto Resorts YK to other company (See Note 9). On the second quarter of 2012, the Company has transferred the right to claim loans and interest receivables from Kempin Siam Co., Ltd. to another company (See Note 9). The Company discontinued recognition of interest income from short – term loans to subsidiaries and related companies which have insufficient financial resources and may default to repayment of such loans and interest receivable. ANNUAL REPORT 2012 Natural Park Public Company Limited

15


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31ForDECEMBER 2012 31 AND 2011 2012 and 2011 the years ended December The Company made fully allowances for all short-term loans to related companies. At present, the Company is closely monitoring to collect its loans and taking into the legal actions to receive them. The progress on follow up short-term loans to related companies and interest receivable were as follows: The Company filed a suit to Sathorn Office Park Company Limited for debt repayment on 24 April 2006 and later on 12 December 2007 the Court ordered the defendant to pay principal of Baht 47.8 million, interest of Baht 6.4 million according to the debt acknowledgement letter, interest of 7.5% p.a. on Baht 47.8 million calculated from the date filing suit to payment date and management fee of Baht 3.7 million with interest of 7.5% p.a. calculated from the date of filing suit to payment date. On 1 September 2009, the Company filed the request to check about ownership with the Department of Lands – Bangkok. The Company found that Sathorn office Park Company Limited has the condominium ownership in the Natural Place Suite Ngamdupli totaling 11 units which has been freezed by the Revenue Department. So there has no any confiscate, and at present, during the investigation of defendant’assets. The Natural Place Tower Company Limited was sued by the Revenue Department in the Bankruptcy case. On 4 June 2007, the Central Bankruptcy Court ordered the Natural Place Tower Company Limited to be under absolute receivership, the Company is filing a claim in such case. M & C Property Service Company Limited was sued by ACL Bank Public Company Limited in the Bankruptcy case. On 12 February 2008, the Central Bankruptcy Court ordered M & C Property Service Company Limited to be under absolute receivership, the Company is filing a claim in such case. Nom Anan Company Limited (Nom Anan) was sued by Thai Assets Management (TAMC) in the Bankruptcy case. On 31 July 2009, TAMC requested the Court to issue the order of control property of Nom Anan and order Nom Anan to be bankrupt. Furthermore, TAMC requested the Court to appoint an official receiver to control business and collect property of Nom Anan for repayment debt to TAMC and other creditors. On 30 September 2010, the Central Bankruptcy Court ordered Nom Anan Company Limited and the company filed a claim in such case. On 9 January 2009, the Company sued Panya Holding Company Limited requesting the court to dismiss the completeness of liquidation and order new liquidation process because the Company has not yet received loan repayment from Panya Holding Company Limited. On 1 July 2009, the Meanburi Province Court ordered to cancel the completeness of liquidation and order new liquidation process. On 14 December 2009, the Company filed the petition to the Central Bankruptcy Court for requesting the Court to order Panya Holding Company Limited to be under absolute receivership and bankrupt. On 12 February 2010, the Central Bankruptcy Court ordered Panya Holding Company Limited to be under absolute receivership and had announce in Gazette on 20 July 2010. On 1 September 2010, the company filed a claim in such case. ANNUAL REPORT 2012 16 Natural Park Public Company Limited

71


NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park2012 Public Company 31 DECEMBER AND 2011 Limited and Its Subsidiaries

Notes To Financial Statements For the years ended 31 December 2012 and 2011

As for other companies, the Company is closely monitoring the progress for the most benefit of the Company. Nonetheless, the Company is not the only creditor, thus, in the case that other creditors enforce loan repayment for the overall benefit of the creditor, such as bankruptcy lawsuit or the debtor request for enforcement under the rehabilitation plan. The Company has to file for debt repayment according to the related laws. Therefore, there is no need to file for civil lawsuit, which will cause the Company to bear extra expenses. Also, to minimize timing risk, the Company has given notification to the debtors and have the debtors acknowledge their debt or other proof of evidence of debt by affirming the debt burden that will maximize the benefit of the Company. For the debtors that ignored the Company's notification, the Company will file civil lawsuit if possible. (Unit : Thousand Baht)

72

c) Trade accounts payable – related parties (1) Subsidiaries Natural Hotel Panwa Company Limited (2) Associates Park Cuisine Company Limited (3) Related company Syntec Construction Public Company Limited Total

Consolidated 2012 2011

2012

Separate

2011

-

-

157

157

8

8

8

8

14,379 14,387

14,979 14,987

165

165

d) Short-term loans from related companies and interest payable (Unit : Thousand Baht)

Consolidated 2012 2011

ANNUAL REPORT 2012 Natural Park Public Company Limited

2012

Separate

2011 17


NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public 31 DECEMBER 2012Company AND 2011Limited and Its Subsidiaries For the years ended 31 December 2012 and 2011

Notes To Financial Statements Consisted of the following : Loans Interest payable Total

-

-

-

13,121 13,121

16,640 13,284 29,924

The movements of short-term loans from related companies and interest payable for the years ended 31 December 2012 and 2011 were as follows: (Unit : Thousand Baht)

Consolidated 2012 2011 Opening net book amount Increase Decrease Closing net book amount

13,121 (13,121) -

2012

13,121 13,121

29,924 14,916 (44,840) -

(Unit : Thousand Baht)

Short-term loans from related companies and interest payable consisted of the following: (1) Subsidiaries Natural Hotel Panwa Company Limited (Interest at 6.25%, MLR-2 per annum) Total short-term loans from subsidiaries (2) Associate Kempin Siam Company Limited (Interest at 6.00% per annum) Total short-term loans from associate Total short-term loans from related companies and interest payable

Consolidated 2012 2011

Separate

2012

Separate

2011 44,741 41,147 (55,964) 29,924

2011

-

-

-

16,803 16,803

-

13,121 13,121

-

13,121 13,121

-

13,121

-

29,924

6. TRADE ACCOUNTS RECEIVABLE AND OTHER ACCOUNTS RECEIVABLE – NET Consist of: (Unit : Thousand Baht) Consolidated Separate 2012 2011 2012 2011 Trade account receivable

29,533

26,969

22,965

21,194 18

ANNUAL REPORT 2012 Natural Park Public Company Limited

73


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries ForDECEMBER the years ended December 31 201231AND 2011 2012 and 2011 Less : Allowance for doubtful accounts Trade account receivable – net Other account receivable Total Trade account receivable and other account receivable - net

(23,458) 6,075 7,696

(21,938) 5,031 8,191

(19,290) 3,675 7,517

(19,273) 1,921 8,174

13,771

13,222

11,192

10,095

As at 31 December 2012 and 2011 the balances of accounts receivable, as classified by aging, were as follows: (Unit : Thousand Baht) Consolidated Separate 2012 2011 2012 2011 Not more than 3 months Overdue 3 - 6 months Overdue 6 - 12 months Overdue more than 12 months Total Less : Allowance for doubtful accounts Trade accounts receivable – net

74

2,783 433 83 26,234 29,533 (23,458) 6,075

1,518 19 8 25,424 26,969 (21,938) 5,031

2,783 433 83 19,666 22,965 (19,290) 3,675

1,518 19 8 19,649 21,194 (19,273) 1,921

The allowance for doubtful accounts has been set up from the balance of accrued rental income outstanding for more than one year, after deducting deposits and advances received from customers. 7.

OTHER CURRENT ASSETS - NET

8.

Vat receivable 2,648 1,104 Other 8,074 23,994 Total 10,722 25,098 Less : Allowance for doubtful accounts (1,048) (1,048) Net 9,674 24,050 PLEDGED DEPOSITS AT FINANCIAL INSTITUTIONS – LONG TERM

(Unit : Thousand Baht) Consolidated Separate 2012 2011 2012 2011 508 3,989 4,497 (1,048) 3,449

726 9,522 10,248 (1,048) 9,200

As at 31 December 2012 and 2011, the Subsidiaries have used deposits at financial institution as a guarantee for guaranteed by the bank. 9.

INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES – NET The details of investments in subsidiaries and associates can be summarized as follows:

ANNUAL REPORT 2012 Natural Park Public Company Limited

19


NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011 Limited and Its Subsidiaries Natural Park Public Company

Notes To Financial Statements For the years ended 31 December 2012 and 2011

Investment in associates Park Cuisine Company Limited UOB Apartment Property Fund One (leasehold) Total investment in associates

Investment in associates Kempin Siam Company Limited (formerly ‚Natural Hotel Siam Company Limited‛) Park Cuisine Company Limited UOB Apartment Property Fund One (leasehold) Total investment in associates

Consolidated as at 31 December 2012 Percentage of Allowance for ownership change in (including valuation of Paid-up Cost investments Dividends share capital indirectly method held) (Thousand (Thousand (Thousand (Thousand Baht) % Baht) Baht) Baht) 272,367

38.00

103,499

(103,499)

-

-

828,750

32.94

238,350 341,849

(27,144) (130,643)

(59,943) (59,943)

151,263 151,263

Consolidated as at 31 December 2011 Percentage of Allowance for ownership change in Paid-up Cost (including valuation of share capital indirectly method investments Dividends (Thousand (Thousand (Thousand held) (Thousand Baht) % Baht) Baht) Baht)

Equity method (Thousand Baht)

35.00 38.00

749,000 103,499

(390,371) (103,499)

-

358,629 -

828,750

27.06

224,250 1,076,749

(13,893) (507,763)

(59,943) (59,943)

150,414 509,043

Paid-up share capital

Park Opera Company Limited

75

2,140,000 272,367

Separate as at 31 December 2012

Investment in subsidiaries

Equity method (Thousand Baht)

(Thousand Baht) 22,555

Separate as at 31 December 2011

Percentage of ownership including (indirectly held %)

Cost method (Thousand Baht)

Paid-up share capital (Thousand Baht)

Percentage of ownership (including indirectly held %)

100.00

22,555

22,555

100.00

Cost method (Thousand Baht) 22,555

20 ANNUAL REPORT 2012 Natural Park Public Company Limited


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES FINANCIAL STATEMENTS NaturalTOPark Public Company Limited and Its Subsidiaries 31For DECEMBER 2012 AND 2011 2012 and 2011 the years ended 31 December Separate as at 31 December 2012 Paid-up share capital

Natural Real Estate Company Limited Natural Venture Company Limited

Percentage of ownership Cost including method (indirectly held (Thousand %) Baht) 100.00 33,000

Paid-up share capital (Thousand Baht) 33,000

Percentage of ownership Cost method (including indirectly held (Thousand %) Baht) 100.00 33,000

100

100.00

100

100

100.00

100

43,000

100.00

243,340

43,000

100.00

243,340

Richee Property Management Company Limited

1,000

99.9

999

1,000

99.9

999

Natural Project Chao Phraya Company Limited

1,000

100.00

999

1,000

100.00

999

Natural Hotel Sukhumvit Company Limited

41,353

64.9

26,841

41,353

64.9

26,841

Park Gourmet Company Limited

25,000

100.00

25,000

25,000

100.00

25,000

143,000

100.00

143,000

170,000

100.00

170,000

-

-

- 50 million Yen

67.00

11,409

100

100.00

100.00

100

Natural Park Ville Company Limited

76

(Thousand Baht) 33,000

Separate as at 31 December 2011

Natural Hotel Panwa Company Limited Kyoto Resorts YK Company Limited Natural Hotel Chao Phraya Company Limited The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Total investments in subsidiaries Holdings Ltd Less : Allowance for impairment of investments Investments in subsidiaries – net

100

100

-

-

495,934

534,343

(491,996) 3,938

(497,984) 36,359

Investment in associates Kempin Siam Company Limited

-

-

-

2,140,000

35.00

749,000

(formerly ‚Natural Hotel Siam) CoLimited‛) Park Cuisine Company Limited

272,367

38.00

103,499

272,367

38.00

103,499

UOB Apartment Property Fund One (leasehold)

828,750

32.94

238,350

828,750

27.06

224,250

Total investment in associates Less : Allowance for impairment on Investments Investments in associates – net

341,849

1,076,749

(190,723)

(372,410)

151,126

704,339

On the third quarter of 2012, the Company sale ordinary shares in Kyoto Resorts YK and the sale of loan and accrued interest receivable to who was not connected person at the price USD 5.2 Million and the company has gain on investment amount of Baht 43.99 Million and 62.08 Million recorded under other income (Note 23) in the consolidated financial statement and the separate financial statement, respectively. On 30 April 2012 , the Shareholders’ equity subsidiary (Natural Hotel Panwa company Limited ) has registered the capital decrease from registered capital of Baht 170 million to 143 million by reducing the ordinary share of 270,000 ANNUAL REPORT 2012 Natural Park Public Company Limited

21


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES FINANCIAL STATEMENTS NaturalTO Park Public Company Limited and Its Subsidiaries 31ForDECEMBER 2012 AND 2011 the years ended 31 December 2012 and 2011 share with per value of Baht 100 at the Department of Business Development, Ministry of Commerce on 29 August 2012. On the third and the fourth quarter of 2012, the Company buy the UOB Apartment Property Fund One (leasehold) increase of unit 5 million amount of Baht 14.10 million. On the second quarter of 2012, the Company sale investment in associates with other company (Kempin Siam Co., Ltd.) and sale the right to claim loans and interest receivables at the price of Baht 610 million and the company has gain on investment amount of Baht 294 million recorded under other income (Note 23) in the Consolidated financial statement and has loss on investment amount of Baht 0.85 million recorded under other expenses in the Separate financial statement. 10.

INVESTMENTS IN RELATED COMPANIES – NET 77

(Unit : Thousand Baht)

Available-for-sale securities Aggregate cost Bangkok Metro Public Company Limited Syntec Construction Public Company Limited Sansiri Public Company Limited Total aggregate cost Less : Allowance for impairment on investment Less : Unrealized gain (loss) on available-for-sale securities Total Less : reclassify to current investment Investment in related companies – net

Consolidated 2012 2011

Seperate

2012

430,084 27,364 457,448 (198,887)

430,084 49,296 69,558 548,938 (177,757)

430,084 27,364 457,448 (198,887)

430,084 49,296 69,558 548,938 (177,757)

16,698 275,259 (195,359) 79,900

(71,289) 299,892 299,892

16,698 275,259 (195,359) 79,900

(71,289) 299,892 299,892

2011

The Company has partially pledged its shares of investment in a related company – Bangkok Metro Public Company Limited of 320.26 million shares with a group of Banks as partial collateral for the said related company’s long term loan from such group of bank.

On the first quarter of 2012, the Company has been selling such shares in SIRI and SYNTEC as detailed below: - 48 million ordinary shares in SYNTEC at the price of Baht 0.84-0.90 per share, totaling of Baht 41.29 million. 22 ANNUAL REPORT 2012 Natural Park Public Company Limited


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31 201231AND 2011 2012 and 2011 ForDECEMBER the years ended December -

5 million ordinary shares in SIRI at the price of Baht 1.45 per share, totaling of Baht 7.26 million.

However, such selling of ordinary shares of SIRI and SYNTEC is under the resolution of the Extra ordinary General Meeting of Shareholders No.1/2009 on 2 February 2009, the Company has taken money from such sales to repay a deposit and a carry cost to the bank in accordance with the debt structuring. On the third quarter of 2012, the Company has been selling such shares in SIRI 30 million ordinary shares at the price of Baht 2.54 per share, totaling of Baht 76.18 million. In the meeting of Company’s Committees of 14/2012 on 26 December 2012, the Company’s Committees had unanimous resolution for the Company to sell the ordinary shares of Bangkok Metro Public Company Limited (BMCL) to an unrelated company for 320,260,000 shares in the value of 0.61 baht each and the total amount of Baht 195.36 millions. Later, on 27 December 2012 the Company signed the agreement for selling the shares to the aforementioned company. Both parties agreed to close the mentioned sale of ordinary shares within or before 8 March 2013 The parties must perform the operation under the conditions mentioned in the agreement. The buyer has requested an extension of time for payment of the shares no later than 25 March 2013. Therefore, the Company classified this kind of investment capital under the subject of ‚Current investments‛ in the Statement of Financial Status on 31 December 2012

78

Since the Company is a major shareholder of BMCL, such BMCL ordinary shares are pledged with the banks, creditor of BMCL, to secure the loan of BMCL. Therefore, 320,260,000 BMCL ordinary shares can not be sold in the Stock Exchange. Thus, the Company has to sale to the purchaser who agree to accept all conditions and burdens. However, such selling of ordinary shares of BMCL is under the resolution of the Extraordinary General Meeting of Shareholders No.1/2009 on 2 February 2009.

11.

The disclosure movement of available-for-sales securities, as required by the Securities and Exchange Commission, for the years ended 31 December 2012 and 2011 was as follows: (Unit : Thousand Baht) Consolidated and Separate 2012 2011 299,892 784,487 Net book amount as at 1 January (91,490) (429,135) Disposal 10,896 121,062 Reverse impairment loss on investment from sale 26,976 72,525 Reverse unrealized loss on available-for-sale securities from sale 28,985 (249,047) Change in fair value (195,359) Reclassify current investment 79,900 299,892 Net book amount as at 31 December INVESTMENT PROPERTY - NET AND PROPERTY, PLANT AND EQUIPMENT – NET

ANNUAL REPORT 2012 Natural Park Public Company Limited

23


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31 201231AND 2011 2012 and 2011 ForDECEMBER the years ended December (Unit : Thousand Baht) Consolidated and the Separate Building, Land and Building improvement Integral fixed plant As at 31 December 2011 Cost Less Accumulated depreciation Net book amount For the year ended 31 December 2012 Opening net book amount Additions Disposals Depreciation for the assets transferred out Depreciation charge Closing net book amount As at 31 December 2012 Cost Less Accumulated depreciation Net book amount

Total

228,935 (178,886) 50,049

275,721 (201,468) 74,253

504,656 (380,354) 124,302

50,049 5 (8,113) 41,941

74,253 8,934 (13,349) 69,838

124,302 8,939 (21,462) 111,779

228,940 (186,999) 41,941

284,655 (214,817) 69,838

513,595 (401,816) 111,779

As at 31 December 2012 and 2011, the Company had investment property at net book value of Baht 111.78 million and Baht 124.30 million, respectively. The Company has selected the cost method and has fair value amount of Baht 297 million.

12. PROPERTY, PLANT AND EQUIPMENT – NET (Unit : Thousand Baht) ANNUAL REPORT 2012 Natural Park Public Company Limited

24

79


Notes ToPUBLIC Financial Statements NATURAL PARK COMPANY LIMITED AND ITS SUBSIDIARIES NOTESPark TO FINANCIAL STATEMENTS Natural Public Company Limited and Its Subsidiaries For the years ended December 31 DECEMBER 201231AND 2011 2012 and 2011

Land

80

Building, Land and Building improvement

Consolidated Integral fixed plant

Furniture fixture and equipment

Vehicle

As at 31 December 2011 Cost Less Accumulated depreciation Allowance for impairment loss Net book amount

2,509 2,509

2,421 (1,955) 466

6,409 (5,352) 1,057

63,852 (63,167) 685

3,982 (3,982) -

For the year ended 31 December 2012 Opening net book amount Additions Disposals Transfer in Depreciation for the assets transferred out Allowance for impairment loss Depreciation charge Closing net book amount

2,509 2,509

466 (76) 390

1,057 7 (309) 755

685 278 (5,285) 5,260

(363) 575

10,916 (3,840) 3,840 (796) 10,120

As at 31 December 2012 Cost Less Accumulated depreciation Allowance for impairment loss

2,509 -

2,421 (2,031) -

6,416 (5,661) -

58,845 (58,270)

11,058 (938)

Net book amount

2,509

390

755

575

10,120

-

Construction in progress

Total

314,786 393,959 - (74,456) (210,381) (210,381) 104,405 109,122 104,405 104,405

109,122 11,201 (9,125) 9,100 (1,544) 118,754

314,786 399,875 - (70,740) (210,381) (210,381) 104,405

118,754

As at 31 December 2012 and 2011, the gross carrying amount of the fully depreciated plant and equipment in the consolidated and separate’s financial statements that are still in use are Baht 58.42 million and Baht 66.51 million, respectively.

ANNUAL REPORT 2012 Natural Park Public Company Limited

25


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31ForDECEMBER 2012 31 AND 2011 2012 and 2011 the years ended December (Unit : Thousand Baht) Separate Building, Land and Building improvement

Land As at 31 December 2011 Cost

Furniture fixture and equipment

Integral fixed plant

Vehicle

Total

2,509

1,838

6,409

40,576

34

51,366

-

(1,372)

(5,352)

(39,893)

(34)

(46,651)

Net book amount

2,509

466

1,057

683

-

4,715

For the year ended 31 December 2012 Opening net book amount

2,509

466

1,057

683

-

4,715

Additions

-

-

7

278

10,916

11,201

Disposals

-

-

-

(5,285)

-

(5,285)

Depreciation for the assets transferred out

-

-

-

5,260

-

5,260

Depreciation charge

-

(76)

(309)

(363)

(796)

(1,544)

Closing net book amount

2,509

390

755

573

10,120

14,347

As at 31 December 2012 Cost

2,509

1,838

6,416

35,569

10,950

57,282

-

(1,448)

(5,661)

(34,996)

(830)

(42,935)

2,509

390

755

573

10,120

14,347

Less Accumulated depreciation

Less Accumulated depreciation Net book amount

As at 31 December 2012 and 2011, the gross carrying amount of the fully depreciated plant and equipment that are still in use are Baht 34.44 million and Baht 38.81 million, respectively. As at 31 December 2012, the Company have mortgaged certain plots of buildings on leasehold land with certain financial institutions as security against long-term loan (Note 21).

ANNUAL REPORT 2012 Natural Park Public Company Limited

26

81


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31 201231AND 2011 2012 and 2011 ForDECEMBER the years ended December 13.

LEASEHOLD RIGHTS OF LAND AND BUILDINGS – NET The movements of leasehold rights of land and buildings for the years ended 31 December 2012 and 2011 was as follows: (Unit : Thousand Baht) Consolidated 2012 2011 Opening net book Amortization during the years

97,312 (4,175) 93,137

Impairment Currency translation Closing net book

111,943 (4,164) (11,538) 1,071 97,312

82

14.

OTHER NON-CURRENT ASSETS – NET Consolidated

Land held for development Less Allowance for impairment Land held for development - Net Deposit of land purchasing Deposit of share purchasing Others Total

2012 489,776 489,776 10,000 215,000 7,948 722,724

(Unit : Thousand Baht) 2011 798,066 (62,303) 735,763 10,716 746,479

2012

Separate

215,000 3,109 218,109

2011 717,000 (105,888) 611,112 5,797 616,909

As the Consolidated financial statement, as at 31 December 2011, land held for development amount of Baht 487.85 million, the former it owned by a subsidiary (Natural Project Chao Phraya Company Limited), has been mortgaged with a bank as security against liabilities under debt restructuring. Furthermore, the Company has to transfer such land held for development to repay debt to the bank as the condition under the debt restructuring agreement (See Note 18). Requirements in the debt restructuring agreement, the subsidiary already transferred the land held for development and construction ownership directly to the bank. However, due to certain condition in the debt restructuring agreement with the bank, the Company must buy back the land held for development within 2 years. Therefore, for the accounting concept, such transferring the land ownership was not true sale. The Company, thus, presented the land held for

ANNUAL REPORT 2012 Natural Park Public Company Limited

27


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31ForDECEMBER 201231 AND 2011 2012 and 2011 the years ended December development under ‚other non-current assets‛ and recorded ‚loss on impairment of land held for development‛ amount of Baht 105.89 million in the statements of financial position as at 31 December 2011. In the second quarter of 2012, the Company has transferred the right to buy back the land under the debt restructuring contract to the Subsidiaries which are (Natural Project Chao Phraya Company Limited and Natural Hotel Chao Phraya Company Limited). The Subsidiaries have got the purchase. Of the land from Bank. This results Company in receiving revenue of right transferred from the Subsidiaries in the amount of Baht 287 million. Company recorded this item as Other income. (See Note 23) In the meeting of Company’s Committees of 8/2012 on 31 July 2012, the Company’s Committees had unanimous resolution to permit Natural Project Chao Phraya Company Limited, which is a subsidiary company to purchase the piece of land located nearby in the area of Bang Kra Chao Project in the value of Baht 30 millions from unrelated persons. On 17 August 2012, the Company signed the contract to trade the mentioned piece of land to the seller and the deposit was paid for Baht 10 millions on the signing date of agreement. Later, on 29 January 2013, the subsidiary paid for the rest of Baht 20 millions. Moreover, the trade agreement of land was also signed at the Department of Lands as well as having been transferred the land’s ownership from the seller. In the meeting of Company’s Committees of 12/2 012 on 15 November 2012, the Company’s Committees had unanimous resolution to approve the signing in the memorandum of understanding to buy shares of Khon Kaen Buri Co., Ltd. for inspecting the operation the company. On 19 November 2012, the Company signed in the MOU to purchase all of ordinary shares in the mentioned company for 8,000,000 shares in the value of 100 baht calculated as 100% of the numbers of registration capital with the seller in the value of Baht 800 millions. Both parties would negotiate as soon as possible for the terms and conditions in signing the trade agreement of shares in order that both parties could transfer all shares which were paid within 31 March 2013 or in the extended period following the conditions of MOU, The Company had paid the deposit of Baht 215 millions. The seller and the other two persons agreed to pawn the shares of the seller for 1,919,998 shares and 2 shares, respectively, to the Company as the guarantee for the repayment of deposit to the Company. Under the aforementioned MOU, the important regulatory conditions before the trade of shares were: (1) The Company was satisfied with the results of inspection on the Company’s operation. (2) There was no change seriously affecting the Company’s status in the part of operation, the Company’s financial status, or the value of land and constructions from the date of signing this MOU until the date of share trade. (3) The creditor bank gave the agreement in the trade of shares and agreed to withdraw the pawn of shares pawned with the bank in order that both parties could trade and transfer the shares.

ANNUAL REPORT 2012 Natural Park Public Company Limited

28

83


NATURAL PARK COMPANY LIMITED AND ITS SUBSIDIARIES Notes ToPUBLIC Financial Statements NOTESPark TO FINANCIAL STATEMENTS Natural Public Company Limited and Its Subsidiaries For the years ended December 31 DECEMBER 201231AND 2011 2012 and 2011

15.

(4) The meeting of Company’s Committees and/or the meeting of Company’s shareholders gave the agreement in the trade of all shares and the signing of agreement in the share trade. TRADE ACCOUNTS PAYABLE AND OTHER ACCOUNTS PAYABLE

Trade accounts payable - Non related parties - Related parties (See Note 5) Other accounts payable Total 84

16.

(Unit : Thousand Baht) Consolidated Separate 2012 2011 2012 2011 17,298 14,387 24,530 56,215

49,495 14,987 26,045 90,527

8,554 165 14,387 23,106

16,046 165 9,365 25,576

SHORT – TERM LOAN FROM OTHERS

Short - term loans from overseas Company Total

(Unit : Thousand Baht) Consolidated Separate 2012 2011 2012 2011 112,474 112,474 -

-

Short - term loans from overseas company A subsidiary (Kyoto Resorts YK Company Limited) has unsecured short - term loans from an overseas company which is a shareholder of such subsidiary, bearing interest at the rate of 0.25% and 6.00% per annum, due for repayment depend on the demand of the lender.

ANNUAL REPORT 2012 Natural Park Public Company Limited

29


NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS 31Natural DECEMBER 2012Company AND 2011Limited and Its Subsidiaries Park Public

Notes To Financial Statements For the years ended 31 December 2012 and 2011

17.

LIABILITIES UNDER DEBT RESTRUCTURING Liabilities under debt restructuring are as follows:

Loans from financial institutions

1 January 2012 646,129

(Unit : Thousand Baht) Consolidated and Separate Increase Decrease 31 December 2012 (646,129) -

On 3 April 2009 the Company has signed an agreement for restructuring debt with the bank which is in accordance with the resolution of the Board of Directors Meeting No. 6/2009 on 3 April 2009. Thereon, on 28 August 2009 the Company and the Bank entered into an additional memorandum to change the conditions as the debt restructuring agreement. The Bank has agreed to extend the repayment period for 2 years from the month that the Company has 85 signed the restructuring agreement and the interest rate is at MLR p.a. The condition of the debt restructuring can be concluded as follows: 1. The Company must transfer land and construction totaling 292 title deeds (Bangkrajao project), which mortgaged with the Bank and owned by Natural Project Chaopraya Company Limited (subsidiary), to repay principal within 31 August 2009 (the former: within 30 days from the date that the Company has signed the restructuring agreement). The transfer price is equals to Baht 422.88 million. However, the Company must buy back the land at the transfer price plus carrying cost at the rate of MLR p.a. within 2 years. However, since such land and property ownership transfer constitutes determination that the Company has to buy back such land; as a result, it is not the true sale. Therefore, the Company does not record the land and property transfer for liability burden reduction. 2. The remaining principal of Baht 437.02 million, the Company will repay by monthly installment of Baht 1,000,000 per month for 24 months. In addition, the Company will sell ordinary shares of Sansiri Public Company Limited ("SIRI") of 62,721,231 shares, Syntec Construction Public Company Limited of 190,000,000 shares and UOB Apartment Property Fund One (leasehold) of 23,000,000 units that pledged with the Bank to repay debt. 3. The interest of MLR p.a. that incurred from the principal in No. 2, is not due until the Company has fully repay the principle.

30 ANNUAL REPORT 2012 Natural Park Public Company Limited


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31 DECEMBER AND312011 For the years2012 ended December 2012 and 2011 4. On the land transfer date, the Company has to pay accrued interest at MLR+2 p.a. amount not exceeding Baht 30 million (net from the land transfer expense). The excess amount will not be due and will be paid when the Company has sell shares in No. 2. 5. The bank will hair-cut the default accrued interest, which is calculated at 74.59% of the excess portion of MLR+2 p.a. until when the Company repay debt as follows; 1) To transfer the land for repayment the principle amount of Baht 422.87 million 2) To repay additional principle not less than Baht 218.51 million For the remaining amount of the default accrued interest, which is the excess portion of MLR+2 p.a., the Bank will hair-cut it when the Company complete to repay debt. 86

(The former: on the land transfer date, the Bank will immediately hair-cut the default accrued interest, which is the excess portion of MLR+2 p.a., at the amount equivalent to the land transfer expense. For the remaining amount, the Bank will hair-cut when the Company has fully repay debt.) However, as for the selling of ordinary shares of SIRI, SYNTEC and UOBAPF as mentioned in No. 2, it is to be under the resolution of the Extraordinary General Meeting of Shareholders No. 1/2009 on 2 February 2009. On 31 August 2009 the Company transferred the land to repay debt amount of Baht 422.87 million (see note 14). As at 31 March 2012 the company has paid the debt under the compromise agreement to the bank which is amount of Baht 491.12 million in accordance with the debt restructuring agreement. On 6 May 2011 the Company received approval from the bank to change the terms of debt restructuring as follows: - To extend the selling of ordinary shares / units of investment to repay the principal debt within the 30 June 2011. - To change the conditions of default interest under the terms of the agreement, which default interest outstanding (calculated as of 3April 2011) set to be fully repay within the 30 June 2011. Also for period since 4 April 2011 to 30 June 2011, the Company to repay interest rate at MLR p.a. by a monthly basis. - To change the terms of buy back the assets, the bank had agreed to buy back by the Company, and/or the other person which the Company agreed to buy back. On 4 and 6 May 2011, the Company has taken some money from the sale of common stock SYNTEC and SIRI to pay the remaining principal and interest paid amounted to 395.96 million already. This is in accordance with the restructuring.

ANNUAL REPORT 2012 Natural Park Public Company Limited

31


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31For DECEMBER 2012 AND 2011 2012 and 2011 the years ended 31 December On 26 July 2011, the bank agreed to extend the duration of the repurchase securities. The bank to give the right to repurchase the securities of the Company and/or the company agreed to buy the securities back within of 30 September 2011. And on 14 December 2011, the Company has been approved from a bank for changing about the condition of the repurchase securities as the following: 1) The bank agreed to extend the duration of the repurchase securities within 31 May 2012. 2) Sell ordinary shares / units of investment and pay to bank by the condition as follows; -

Repay for a deposit amount of Baht 22 million within 20 December 2011.

-

Repay for a carry cost at the rate of MLR per annum, since 1 October 2011 to 15 December 2011 within 20 December 2011.

-

Repay for a carry cost at the rate of MLR per annum, by every the date of 15 of the month, starting from 15 January 2012. 3) The remain ordinary shares / units of investment after go on No.2), can sell and money from selling are a part of repurchased value. 4) If the Company unable to carry out within specified period, bank can seize such deposit and carry cost as discussed on No.2), and cancel for any benefit under the debt restructuring agreement. As at 31 December 2011, the Company has pledged the following ordinary shares of associates and related companies to secure long-term loans from financial institutions follows: No. of ordinary shares Par value per share (Million Shares) (Baht) Associates UOB Apartment Property Fund One (leasehold) 23 9.75 Other related companies Syntec Construction Public Company Limited 48 1 Sansiri Public Company Limited 45.88 1.07 On the second quarter of 2012, the Company has transferred the right to buy back the land with Bank to the Subsidiaries and has paid the remaining debt restructure to Bank. This results company for having gain on debt restructuring. the Company recorded this item as ‚Other income‛ in the statement of comprehensive income.

32

ANNUAL REPORT 2012 Natural Park Public Company Limited

87


NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011

Notes To Financial Statements Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2012 and 2011

18.

PROVISION FOR LIABILITIES Movements on provision for liabilities for the years ended 31 December 2012 were as follows:

Provision for liabilities from litigation Case 1 Case 2 Case 3 Case 4 Case 5 88

1 January 2012 445,509 144,066 60,535 74,758 724,868

(Unit : Thousand Baht) Consolidated and Separate Increase Decrease 38,467 4,793 2,400 1,364 47,024

(148,859) (148,859)

31 December 2012 483,976 62,935 76,122 623,033

Case 1 On 17 August 2006, a financial institution under the rehabilitation plan has filed the civil case against the Company to the Southern Bangkok Civil Court for the ground of loan guarantee. On 6 July 2007, the Southern Bangkok Civil Court ordered the Company to pay principal of Baht 247.5 million and interest of 21% p.a. from 1 September 1996 onwards. Nonetheless, total interest calculated to the filing date will not exceed Baht 522.2 million. But in the case that the plaintiff receives debt repayment though the enforcement of this case will be reduced accordingly. The company has recorded provision for liability from the court’s adjudication. Subsequently on 15 August 2007, the Company has appealed the judgment of the Southern Bangkok Civil Court on problem in utilizing unjust right in court, withheld information by the creditor and problem in enforcing the civil case which should not affect the assets that came from business rehabilitation for the overall economy as a public company, etc. On 5 November 2010, the Appeal Court ordered to adjust the judgment of the court of first instance to order the defendant to pay interest 15.5% p.a. form the date of filing the lawsuit (17 August 2006) backwards 5 years and deduct the interest paid to the plaintiff amount of Baht 651,821.92 and such interest rate will be used form the date of filing the lawsuit until fully paid to the plaintiff. The Company, thus, recorded ‚the gain on reversal of provision for liabilities‛ amount to Baht 386.23 million in the statement of comprehensive income for the year 2010. On 6 January 2011, the Company has filed to the Supreme Court. The case is presently under the consideration of the Supreme Court.

33

ANNUAL REPORT 2012 Natural Park Public Company Limited


NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011

Notes To Financial Statements Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2012 and 2011

Case 2 On 2 March 2007, an asset management company which was paid for a whole amount of debt has filed the civil case (Sathorn Asset Management Co., Ltd. (plaintiff) and the Company (defendant 1), Expert Management Co., Ltd. (defendant 3) and Manor Management Service Co., Ltd. (defendant 4)) against the Company to the Southern Bangkok Civil Court for the ground of AVAL, loan by promissory note and guarantee amount in the amount of Baht 199.09 million between that was before the Company entered into the business reorganization. On 4 March 2009, the Southern Bangkok Civil Court ordered the defendant 1 to pay Baht 170,180,901.38 including interest of 12% p.a. on the principal amount of Baht 100,000,000 from 3 May 2000 onwards until fully paid. The defendant 3 and defendant 4 are jointly responsible with defendant 1 amount of Baht 79,801,369.88 including interest of 12% p.a. on the principal amount of Baht 50,000,000 from 3 May 2000 onwards until fully paid. The amount that defendant 1 paid to plaintiff on 21 September 2001 of Baht 22,912,102.95, 7 March 2003 of Baht 5,000, 10 June 2003 of Baht 11,936.66, 31 July 2003 of Baht 618,339.73, 25 September 2003 of Baht 741,070.90 and 25 February 2004 of Baht 49,253,929.10 will be deducted from the amount that defendant 1, 3 and 4 is obligated to pay by deducting it as payment of interest first then deducting it from the principal amount. The case is presently under the consideration of the Appeal Court. However, the Company has recorded the provision for liability from the Court’s adjudication. On 13 October 2011, the Company is compromise with plaintiff by entered into the restructuring agreement and pays by cash of Baht 10 million to plaintiff. The Company withdraws the appeal and the plaintiff does not object against the Company’s withdrawal. The plaintiff files a motion with the court stating that the plaintiff would not proceed with judgment enforcement. The plaintiff greed to as this agreement, its obligations under the adjudication completion as the Company already paid after the date of agreement. The Company has net profit from compromise of debt restructuring until 13 October 2011 amounted to Baht 208.09 million, which the Company recorded such profit in the forth quarterly of 2011. Case 3 An asset management company (Right user for a financial institution) which was paid for debt according to the rehabilitation plan, submitted the petition requesting the court to retrial for the civil case which file against the Company on 24 October 1997 to the Southern Bangkok Civil Court for the ground of plaint in the amount of Baht 49.71 million and interest charges at 23% per annum of amount of principle Baht 41.25 million calculated from the date of filing suit to payment date. On 29 May 2009, the Southern Bangkok Civil Court adjudicated that the Company (2nd defendant) jointly takes the guilty with the 1st defendant and 3rd defendant by making repayment of Baht 41.82 million plus interest in the rate of 34

ANNUAL REPORT 2012 Natural Park Public Company Limited

89


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES STATEMENTS NaturalTO ParkFINANCIAL Public Company Limited and Its Subsidiaries 31ForDECEMBER 2012 AND 2011 the years ended 31 December 2012 and 2011 16.5% per annum of the principle of Baht 41.25 million commenced from November 1, 1996 until it is completely repayable. It is noted that the amount that the plaintiff receives debt repayment from the 2nd defendant (amount of Baht 1.04 million) in accordance with the entity rehabilitated plan of the 2nd defendant is deducted out of the principle balance that will have to repay.

90

On the third quarter of 2012, the Company has completed restructuring negotiations and has entered a restructuring agreement with BAM by a representative of the Company. BAM agreed to reduce outstanding debt to be baht 20.63 million with the rate of interest MLR. The Meeting of the Board of Directors of the company No. 7/2012 on 9 July 2012 resolved to pay all debts to BAM in accordance with the restructuring agreement as a representative of the company to settle the case. The Company has already paid the debt on 14 September 2012. The Company had gain on debt restructuring amount of Baht 126.55 million recorded under other income in the Consolidated Statement of Comprehensive Income and in the Separate Statement of Comprehensive Income. Case 4 On 27 October 2005, the official receiver of a financial institution has notified to the Company to repay the interest of debenture in the amount of Baht 31.91 million which the Financial Sector Restructuring Authority had auctioned to other persons. The Company submitted the objection against the official receiver’s order to the Central Bankruptcy Court. On 22 December 2009, the Central Bankruptcy Court issued the order to amend the order of the official receiver that the Company has to repay the default interest at the rate of 7.5% per annum of the principle, the unpaid interest, in the amount of Baht 31.91 million commenced from 19 January 2000 until it is completely repayable to the official receiver of such financial institution. Apart from the amendment, the order will be retained as the official receiver’s order. On 10 March 2010, the Company submitted an appeal. Subsequently on 22 March 2010, the official receiver has appealed to the Central Bankruptcy Court by pleading the Supreme Court to change the Central Bankruptcy Court’s order. The Supreme Court has accepted the appeal on 25 March 2010 . On 11 June 2010, the Company has resolve appealed to the Central Bankruptcy Court by pleading the Supreme Court to return the Central Bankruptcy Court’s order and order to dismiss the official receiver’s order to discharges the Company out of the destor. However, the Company has recorded the provision for liability from the Central Bankruptcy Court’s order. Later, on 8 January 2013, the Company performed the debt consolidation with the creditor. The Company would pay for the debt of Baht 25,530,286.57. The Company would monthly pay. The first time of payment would be within 30 March 2013 and the total amount would be completely paid within 31 August 2013 ,If the Company had paid all debts completely following the conditions, it was considered that all levels of defendants were free from the responsibility in the debts. ANNUAL REPORT 2012 Natural Park Public Company Limited

35


NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011

Notes To Financial Statements Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2012 and 2011

Case 5 An official receiver of an investment & securities company, another former creditor in the business rehabilitation plan and was paid according to the business rehabilitation plan, filed a request for new trial of the civil case to the Civil Court. On 29 September 1998, the plaintiff requested the Company to repay debt amount of Baht 126.76 million together with interest of 5% p.a. from the principal of Baht 120.51 million from the date of filing the lawsuit until the date that the debt has been fully repaid. On 27 August 2010, the Civil Court ordered the defendant to pay Baht 126,756,306.12 less the repaid amount in the bankruptcy case of the Central Bankruptcy Court of Baht 27,614.69 and Baht 1,420,020.27 and Baht 91,860,200.21. The remaining amount is Baht 33,448,407.95. Also, including interest of 5% p.a. on the principal amount of Baht 120,513,278.08 from the suing date (29 September 1998) to 27 December 2002 and interest of 5% p.a. on the principal amount of Baht 120,485,663.39 from 28 December 2002 to 1 August 2003 and interest of 5% p.a. on the principal amount to Baht 119,065,643.12 from 2 August 2003 to 23 September 2003 and interest of 5% p.a. on the principal amount to Baht 27,205,442.91 from 24 September 2003 onwards until fully paid. And on 25 November 2010, the Company had appeal against the judgment of the Southern Bangkok Civil Court with the 91 Appeal Court. The case is presently under the consideration of the Appeal Court. On 25 November 2010, the Company submitted an appeal to the Appeal Court which on 19 September 2012, the Appeal Court has had the same judgment as the Civil Court. The Company is in the process filed a petition with the Supreme Court. However, the Company has recorded the provision for liability from the Court’s adjudication. Later, on 8 January 2013, the Company performed the debt consolidation with the creditor. The Company would pay for the debt of Baht 26,758,776,79. The Company would monthly pay. The first time of payment would be within 30 March 2013 and the total amount would be completely paid within 31 August 2013, If the Company had paid all debts completely following the conditions, it was considered that all levels of defendants were free from the responsibility in the debts. 19.

OTHER CURRENT LIABILITIES

Retention Other Total

(Unit : Thousand Baht) Consolidated Separate 2012 2011 2012 2011 1,582 1,582 464 464 861 8,757 612 433 2,443 10,339 1,076 897 36

ANNUAL REPORT 2012 Natural Park Public Company Limited


NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS 31 DECEMBER 2012 AND 2011

Notes To Financial Statements Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2012 and 2011

20.

LONG TERM LOANS –NET

Long-term loans Less : Current portion due within one year Long-term loans - net

(Unit : Thousand Baht) Consolidated and Separate 2012 2011 61,611 80,523 (25,200) (25,200) 36,411 55,323

On 18 November 2010, the Company entered in to a loan agreement for operation with Islamic Bank of Thailand amount of Baht 100 million. The Company shall monthly repay the installment at Baht 2.10 million per month (the principal and profit) since December 2010, and shall pay standard profit rate for prime corporate customer (as contract’s date the rate at 6.75% per annum plus 1% per annum). The Company has pledged follow: 92

1)

Mortgage the buildings on leasehold land amount of 100 million.

2)

Authorized to sublease land to the bank.

3)

The Company has agreed to refrain from any action that would cause the commitment relating to buildings on the mortgage.

Under a loan agreement for operation, the company must comply with the strict conditions of the agreement such as does not decreasing in the company’s registered share capital or to merge with another entity or does not pay any dividend etc.

37

ANNUAL REPORT 2012 Natural Park Public Company Limited


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31 201231AND 2011 2012 and 2011 ForDECEMBER the years ended December 21. PROVISIONS FOR EMPLOYEE BENEFITS An independent actuary carried out an evaluation of the Company’s obligations for employees’ long-term benefits using the projected unit credit method. The Company has provided the provision for employees’ long-term benefits as follows:

Provision for employee benefits - beginning Add recognized amount Less liability decrease from actual paid Provision for employee benefits - ending Present value of unfunded obligation as at 31 December

(Unit: Thousand Baht) Consolidated and Separate 2012 2011 5,810 11,667 981 60,056 (65,913) 6,791 5,810 6,791

5,810 93

Expense recognized in profit or loss as an independent actuary reporting : cost Current service Interest cost Total Differences accumulated during the year recognized Total – recognized in the statement of income

813

749

168 981 981

149 898 59,158 60,056

Principal actuarial assumptions

Discount rate (%) Future salary increase (%) Retirement age (year old)

Consolidated and Separate 2012 2011 4.23 4.23 3 3 60 60

22. SHARE CAPITAL AND BASIC EARNING (LOSS) PER SHARE 22.1 SHARE CAPITAL ANNUAL REPORT 2012 Natural Park Public Company Limited

38


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31 201231AND 2011 2012 and 2011 ForDECEMBER the years ended December On 26 April 2012, the Shareholders’ equity approved the significant resolution of the ordinary General Meeting of the year 2012 Resolved to approve the increase of the registered capital of Baht 60,430,920,000 from the registered share capital of Baht 60,430,920,000 to Baht 120,861,840,000 by issuing 60,430,920,000 ordinary shares with par value of Baht 1 per share and the increase shares will be allotted and offered to the existing shareholders of the Company in proportion to the number of shares held by each shareholders at the ratio of 1 existing share to 1 new shares at the offering price of Baht 0.02 per share. And the Company has completed the registration of the increase of registered share capital as submitted to the Department of Business Development, Ministry of Commerce on 10 May 2012. On the second quarter of 2012, the Company has received from issuance ordinary shares amount of Baht 129.88 million, has completed the registration of change of the paid-up capital from the existing amount of Baht 60,430,920,000 to Baht 66,925,140,588 as submitted to the Department of Business Development, Ministry of Commerce, on 1 June 2012. 94

22.2 BASIC EARNING (LOSS) PER SHARE Basic earning (loss) per share for the years ended 31 December 2012 and 2011 are calculated by dividing the net profit (loss) for the year attributable to common shareholders by the number of ordinary shares outstanding at the end of the period calculated as follows: Consolidated 2012 2011 Profit (loss) attributable to equity holders of the Company (Thousand Baht) Number of ordinary shares outstanding at January 1, (Thousand shares) Effect of shares issued on the period Weighted average number of ordinary shares (Thousand shares) Basic loss per share (Baht : share)

Separate 2012

2011

376,506

(108,306)

478,254

(98,275)

60,430,920 3,797,167

60,430,920 -

60,430,920 3,797,167

60,430,920 -

64,228,087

60,430,920

64,228,087

60,430,920

0.0059

(0.0018)

0.0074

(0.0016)

23. OTHER INCOME (Unit: Thousand Baht) For the years ended 31 December ANNUAL REPORT 2012 Natural Park Public Company Limited

39


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31ForDECEMBER 2012 31 AND 2011 2012 and 2011 the years ended December

Interest income Dividend income Gain on exchange rate Gain on disposal of fixed assets Gain on disposal of investments in associates company Reversal of allowance for doubtful debt for other account receivable Gain on right Gain on disposal in investment associate Gain on debt restructuring Gain on disposal in investment subsidiaries Others

Consolidated 2012 2011 9,822 6,104 7,384 3,535 113 26,702 485 7 44,130 4,158 294,292 320,972 43,992 14,138 739,486

208,063 18,703 263,114

Separate

2012 63,305 7,384 44,130

2011 35,097 3,535 25,566 7 -

4,158 287,000 257,981 62,083 182 726,223

208,063 3,717 275,985

24. FINANCIAL INFORMATION BY SEGMENT The Company and subsidiaries’ main business is property development for rental, which consists of service apartment and office building for rent, hotel and others related business. ANNUAL REPORT 2012 40 Natural Park Public Company Limited

95


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31For DECEMBER 2012 AND 2011 2012 and 2011 the years ended 31 December The financial information by segment of rental and service business, hotel business and others business in the consolidated financial statements for the years ended 31 December 2012 and 2011 are as follows:

Rental and service business 2012 2011 77 60

96

Revenues Operating profit (loss) 20 Other income Gain on disposal in investment Selling expenses Administrative expenses Management benefit expenses Estimated liability-employee benefit Provision for liabilities Other expenses Profit (loss) before finance costs and income tax Finance costs Share of loss from investments in associates Tax income Net profit (loss) Attributable to : Equity holders of the parent Non controlling interest

9

(Unit : Million Baht) Consolidated For the years ended 31 December Hotel business 2012 2011 -

Other business 2012 2011 -

-

-

Total

-

2012 77

2011 60

20 739 (6) (145) (18) (1) (77) 512 (18) (117) 377

9 263 193 (3) (195) (19) (60) (58) 130 (46) (192) (108)

376 1 377

(108) (108)

(Unit : Million Baht) Rental and service business 2012 2011 Property, plant and equipment - net ANNUAL REPORT 2012 Natural Park Public Company Limited

126

Hotel business 2012 2011 129

-

Other business 2012 2011 -

-

Total 2012 -

2011 126

129

41


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES STATEMENTS Natural TO ParkFINANCIAL Public Company Limited and Its Subsidiaries 31ForDECEMBER 201231 AND 2011 2012 and 2011 the years ended December Construction in progress Leasehold rights – net Land awaiting development Other assets Total assets

817 943

488 885 1,502

89 93 50 232

92 97 248 73 510

15 490 21 526

12 44 56

104 93 490 888 1,701

104 97 736 1,002 2,068

25. EXPENSES BY NATURE Significant expenses by nature for the years ended 31 December 2012 and 2011 are as follows

Salary and wages and other employee benefits Cost of rental and services Depreciation and amortization Provision for liabilities Impairment loss on investment in subsidiaries and associates Impairment loss on assets Doubtful debts (reversal) Damage on collateral (Note 28)

(Unit : Thousand Baht) For the years ended 31 December Consolidated Separate 2012 2011 2012 2011 40,587 31,616 40,587 31,616 28,762 25,666 28,762 25,666 27,181 25,800 23,006 21,634 47,023 58,292 47,023 58,292 743 30,000

93,425 2,686 -

13,313 4,531 30,000

97

233,659 84,840 -

26. CAPITAL MANAGEMENT The primary objectives of the Company’s and its subsidiaries’ capital management are to maintain their abilities to continue as a going concern and to maintain an appropriate capital structure. As at 31 December 2012, debt to equity ratio in the consolidated financial statements is 0.85 :1 (the separate financial statements: debt to equity ratio is 0.48:1)

ANNUAL REPORT 2012 Natural Park Public Company Limited

42


NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES Notes To Financial Statements NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31 DECEMBER 201231AND 2011 2012 and 2011 For the years ended December

27. COMMITMENTS 27.1 As at 31 December 2012, the Company had outstanding commitments under lease agreements covering the land where certain buildings belonging to the Company are situated. Under the lease agreements, the lease period is 30 years commencing from 1 March 1988 and the Company is committed to pay future rental at the rate specified in the agreements totalling Baht 6.59 million. (As at 31 December 2011: Baht 7.78 million). 27.2 As at 31 December 2012, a subsidiary, the Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd. (‚the Joint Venture‛), had outstanding commitments as follows:

98

a) On 10 May 2005, the Joint Venture has entered into the agreement related to the Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project with the Treasury Department, Ministry of Finance. The Joint Venture will invest to develop the Ratchaphatsadu land to construct the hotel and constructions and transfer the ownership right to the Treasury Department, whereby the Joint Venture will be entitled to the right to manage the constructed hotel for 30 years commencing from the date of the execution of the agreements. The Joint Venture paid the management fee to the Treasury Department in the amount of Baht 125 million on the date of entering into the agreements. In addition, the annual rental fees will be paid as follows: Rental rate per annum Years Million Baht Years 1 – 11 3.30 Years 12 – 16 30.00 Years 17 – 20 40.00 Years 21 – 30 100.00 The Joint Venture has complied with the agreement related to the Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project with the Treasury Department, Ministry of Finance. However there is problem regarding delivery of construction site by the Treasury Department. The Treasury Department has been informed from the Joint Venture about the problem regarding delivery of construction site. The Joint Venture has submitted letters asking for approval from Treasury Department for postponed ‚project management period‛ and ‚rental period‛ on the agreement on 10 May 2005 related to the Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project from 20 November 2005 until the date which Treasury Department can deliver the construction site to the Joint Venture for further construction. On the other hand, on 4 January 2010 the Company issued a request letter to the deputy minister of finance to reconsider. And on 3 May 2010 the Company issued 2nd request letter to deputy minister of finance to reconsider. The Treasury Department is on the process to present to the Office of the Attorney General or the ANNUAL REPORT 2012 Natural Park Public Company Limited

43


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31ForDECEMBER 201231 AND 2011 2012 and 2011 the years ended December State Council to make legal opinion and propose to the Cabinet. The problem of relocation of the Bangruk Fire Department under the Bangkok Metropolis from the land of the ancient custom house (Rong Pasee Roi Chak Sam), has been dispute between the government agencies. The Coordinating Committee on Investment and Construction Management for Rong Pasee Roi Chak Sam project development resolved that the Treasury Department would submit the issue to the Office of the Attroney General to present to the Department of Civil Dispute Settlement for final decision. However, letter from the Treasury Department mentioned result of the Legal Advised Deputy Attorney General to consider the matter of law on suggested it that The Joint Venture is not infringement and the agreement has not been cancelled by the status party, because of there is problem regarding deliver the area. When the area has already been delivered, management has been intent to run the project. b) Commitment of Baht 7.27 million, EURO 0.68 million and USD 0.01 million under agreement for Civil and Structural, Mechanical and Electrical and Architectural Services. (As at 31 December 2011: Baht 7.54 million and EURO 0.68 million and USD 0.01 million) 28. LITIGATION ISSUES The Company has the significant litigation issues in accordance to the business reorganization in the past as follow: A)

On 26 August 2004, a financial institute which received debt repayment according to rehabilitated plan has filed petition to request the new hearing in the civil case that prosecuted the Company (defendant no. 2) on 26 December 1997 to the South Bangkok Civil Court in the loan cause of lawsuit in amount of Baht 87.80 million. Presently, the plaintiff requests to wait for Supreme Court adjudication in part of defendant no. 1 (borrower) and defendant no. 3 (guarantor). When the Supreme Court adjudicates, the plaintiff will declare in order to bring the case in part belonged to the Company to newly consider again. The lawyer of the Company still may not express opinion in the case since (1) Defendant no. 1 and defendant no. 3 have filed explanation of the original treatise to object adjudication of the Appeal Court to the Supreme Court. Moreover, presently, the case is under the consideration of the Supreme Court. (2) The defendant no. 1, the Central Bankruptcy Court has ordered the definite wealth protection. The plaintiff has filed the petition to receive debt repayment. Moreover, it is not obvious that how much the plaintiff received debt repayment from the benefit of wealth in the bankruptcy case of the defendant no. 1. However, the amount that the plaintiff received debt affects the responsibility of other defendants in the case which including the Company. (3) The defendant no. 4 has filed the petition to withdraw the explanation of the original treatise by providing the cause that it has repaid debt to be satisfied by the plaintiff. It is not obvious that how much the defendant no. 4 has repaid debt to the ANNUAL REPORT 2012 44 Natural Park Public Company Limited

99


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES STATEMENTS Natural TO ParkFINANCIAL Public Company Limited and Its Subsidiaries 31 201231AND 2011 2012 and 2011 ForDECEMBER the years ended December plaintiff. However, the amount that the plaintiff received affects the responsibility of other defendants in the case including the Company. Later, on 26 December 2012, the Company signed in the MOU for the debt payment with the plaintiff. The Company had already paid the amount of Baht 30 millions to the plaintiff following the mentioned MOU and the plaintiff had withdrawn the case on 13 February 2013. The plaintiff would not request the Company to pay for the debt anymore and the Company recorded the mentioned expense as a part of the administration expense in the annual Statements of Comprehensive Income ending 31 December 2012. B)

100

On 29 November 2005, the official receiver of a financial institution has notified the Company to repay the interest of debenture in the amount of Baht 2.31 million as the ground of debenture. The Company submitted the objection against the official receiver’s order to the Central Bankruptcy Court. On 25 December 2007, the Central Bankruptcy Court ordered the dismissal the Company from the debtor’s list of such financial institution. On 22 February 2008, the official receiver appealed to the order of the Central Bankruptcy Court and on 2 April 2008, the Company filed a plea. The case is presently under the consideration of the Supreme Court.

29. FINANCIAL INSTRUMENTS The Company and its subsidiary companies do not hold or issue derivative instruments for speculative or trading purposes. 29.1 Interest rate risk The interest rate risk is the risk that future movements in market interest rates will affect the results of the Company and its subsidiaries’ operations and their cash flows. The Company and its subsidiaries exposure to interest rate risk relate primarily to their deposits with/loan from financial institutions, promissory notes and debentures. The Company and its subsidiaries do not use derivative financial instruments to hedge such risk. (Unit : Thousand Baht) Book value as at 31 December 2012 Consolidated Separate Floating Floating Fixed rate Fixed rate Total rate Rate Total Interest rate Deposits at financial institutions 160,164 44,632 204,796 144,369 144,369 0.58% ,5.125, 6.25% , Short-term loans to subsidiaries 1,367,927 1,367,927 7%,7.75% - 25,200 25,200 25,200 25,200 SPL+1 Bank overdraft – Short -term ANNUAL REPORT 2012 Natural Park Public Company Limited

45


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES FINANCIAL STATEMENTS NaturalTO Park Public Company Limited and Its Subsidiaries 31For DECEMBER 2012 AND 2011 the years ended 31 December 2012 and 2011 loans Long-term loans

29.2 Credit risk

-

36,411

36,411

-

36,411

36,411 SPL+1

The Company and its subsidiaries are exposed to credit risk primarily with respect to trade accounts receivable from space rental, and property development businesses. The Maximum exposure to credit risk is limited to the carrying amounts of receivables as stated in the balance sheet. However, due to the large number and diversity of the entities comprising the Company and its subsidiaries’ customer base, the Company and its subsidiaries do not anticipate material losses from debt collection. 29.3 Foreign currency risk The Company and subsidiary companies’ exposure to foreign currency risk relates principally to their receivables, payables, loans which are denominated in foreign currencies. In addition to these transactional exposures, the Company is also exposed to the effect of foreign exchange movements on its investments in foreign subsidiary companies, which currently are not hedged by any derivative financial instrument. The following is a summary of significant unhedged foreign currency-denominated assets and liabilities as at 31 December 2012: (Unit : Thousand) Consolidated Separate Assets Liabilities Assets Liabilities Foreign currency US dollars 88 Euro 42 Yen SG dollars 97 29.4 Fair value Since the majority of the financial assets are short-term and that the loans carry interest at rates close to current market rates, the management believes that the fair value of financial assets and liabilities does not materially differ from their carrying value. 30. GOING CONCERN OF THE COMPANY The Company has more suffered recurring loss, as shown in the statement of financial position, as at 31 December 2012 and 2011, the Company and subsidiary have contingent liabilities from litigating (Note 28) and provision for ANNUAL REPORT 201246 Natural Park Public Company Limited

101


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES FINANCIAL STATEMENTS NaturalTO Park Public Company Limited and Its Subsidiaries 31For DECEMBER 2012 AND 2011 2012 and 2011 the years ended 31 December liabilities from litigation (Note 18). These matters indicate the existence of a significant uncertainty about the Company’s and subsidiaries’ ability to continue its operation as a going concern. The accompanying consolidated financial statements and the Company financial statements have been prepared assuming that the Company and subsidiaries will continue their operations as a going concern. Accordingly, the consolidated and separate financial statements do not include any adjustments relating to the recoverability of the carrying value and classification of assets or the amount and classification of liabilities that might be necessary should the Group be unable to continue as a going concern. 31. SUBSEQUENT EVENT

102

31.1 In the meeting of Company’s Committees of 14/2012 on 26 December 2012, the Company’s Committees had unanimous resolution to approve the purchase of land for Baht 100 millions from an unrelated company in order to develop to be the residence and commercial buildings. Later, on 22 January 2013, the Company signed the trade agreement of land at the Department of Lands as well as having been transferred the land’s ownership from the seller. The cost estimate of the mentioned land estimated by freelance estimator (Phet Siam Appraisal Co.,Ltd.) following the method of comparison with market price of Baht 111.46 millions. 31.2 In the meeting of Company’s Committees of 1/2013 on 6 February 2013, the Company’s Committees had unanimous resolution to approve the proposal to the meeting of shareholders for the consideration on the approval of share allocation and the proposal to sell the capital-increased ordinary shares for 53,500,000,000 shares to the particular investor. The mentioned person was un related with the Company. The value of shares of Baht 0.029 each the approval in Board of Meeting No.13/2012 and the Company’s Committees had the resolution to approve the indication of date of shareholder’s extraordinary meeting of the Company of 1/2013 on 18 March 2013 in order that the shareholders could consider to approve the allocation and offering for the sale of capital-increased ordinary shares for 53,500,000,000 shares as mentioned above. Moreover, the Company’s Committees suggested that if the particular investor had already paid the value of shares to be sold for 53,500,000,000 shares in the value of Baht 0.029 each, the chance would be granted to the previous shareholders to reserve the purchase of capital-increased ordinary shares in the value of Baht 0.029 each as same as the particular investor. The Company’s Committees would arrange the shareholder’s meeting again in order to propose to the shareholder’s meeting to consider the approval of capital increase in the registration capital by issuing new ordinary shares for the allocation and sale to the previous shareholders in the value of Baht 0.029 each in the rate of 2 previous shares per 1 new share. ANNUAL REPORT 2012 Natural Park Public Company Limited

47


Notes To Financial Statements

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Natural Park Public Company Limited and Its Subsidiaries 31For DECEMBER 2012 AND 2011 2012 and 2011 the years ended 31 December 32. APPROVAL OF THE FINANCIAL STATEMENTS The financial statements were approved for issue by the Management of the company.

103

ANNUAL REPORT 201248 Natural Park Public Company Limited


ANNUAL REPORT 2012 Natural Park Public Company Limited

• •

• • •

Master of Business Administration, Thammasat University Thai Barrister-at-Law Bechelor of Arts in Chinese Languages (Trade & Economics), Beijing Languages and Cultural University L.L.B. Literature of Law, Ramkhamhaeng University Bechelor of Science in Business Administration, Ramkhamhaeng University Participated in the Directors Accreditation Program (DAP), Director Certification Program (DCP), Audit Committee Program (ACP) from Institute of Directors

• Master of Education (Curriculum and Teaching Methodology), Beijing Languages and Cultural University

1 Mr. Sakthip Krairiksh - Chairman

2 Mr. Chaiwat 61 Atsawintarangkun - Chairman of the Audit Committee - Independent Director

Educational Qualification

• BA, Political Science, Boston University, USA • Participated in the Directors Accreditation Program (DAP) from Institute of Directors

Age (Years)

66

Name-Surname Current Position (The Company)

-

-

-

-

Percentage of Relationship Securities with holding the As of 31/12/11 management

General Engineering Public Company Limited

2012-Present Chairman of the Audit Committee

Natural Park Public Company Limited Eastern Printing Public Company Limited

2005-Present Chairman of the Audit Committee 2005-Present Audit Committee

Chiangmai Hot Spring Company Limited Syntec Construction Public Company Limited Bright Lilly (Thailand) Company Limited Prospect Consulting Company Limited

2003-Present Director 2000-Present Director 1997-Present Director

104

Krabi Southern Beach Company Limited

2003-Present Director 2003-Present Director

Andaman Long Beach Resort Company Limited

2004-Present Director

Boathouse Hua Hin Company Limited Krungthai Car Rent and Lease Public Company Limited

Merchant Partners Securities Limited

2007-Present Chairman of the Audit Committee

2005-Present Director 2004-Present Chairman of the Audit Committee

The International Engineering Public Company Limited

Living Land Capital Public Company Limited

Natural Park Public Company Limited Natural Park Public Company Limited Kempin Siam Company Limited Thai Beverage Public Company Limited

2007-2010 2003-2006 2010-Present 2004-Present 2006-Present

Audit Committee Independent Director Director Independent Director Chairman of the University Council; Rajmongkol University 2004-2007 Permanent Secretary of the Ministry of Tourism and Sports 2004-2006 Chairman 2001-2004 Ambassador to the United States of America 1999-2001 Ambassador to Japan 2012-Present Chairman of the Audit Committee

Dhipaya Life Assurance Natural Park Public Company Limited

Professional Experience for last 5 years Position Companies' name

2012-Present Director 2011-Present Chairman

Duration

Attachment Details of all director and management of the Company


Age (Years)

ANNUAL REPORT 2012 Natural Park Public Company Limited

4 Mr.Manu Maniwatana 70 - Audit Committee - Independent Director

3 Mr. Thavisakdi 79 Tanta-Nanta - Audit Committee - Independent Director

Name-Surname Current Position (The Company)

• Ph.D. Columbia University, New York, USA. • Participated in the Directors Accreditation Program (DAP) from Institute of Directors

• Participated in the Directors Accreditation Program (DAP) from Institute of Directors

• LL.B., Thammasart University

Educational Qualification

-

-

-

-

Percentage of Relationship Securities with holding the As of management 31/12/11

2006-2007

2007

Auditor, Sub-Committee on Trans- National Legislative Assembly portation Adviser to Member of National Legisla- National Legislative Assembly tive Assembly

Natural Park Public Company Limited Naew Na Newspaper

105

Senior Vice President, Planning and Thai Airways Public Company Limited Managing General Manager Thai Airways Public Company Limited, Office of People' s Republic of China Sales and Marketing Manager Thai Airways Public Company Limited, Head office General Manager Thai Airways Public Company Limited, Office of The Kingdom of Saudi Arabia, Gulf and Oman General Manager Thai Airways Public Company Limited, Office of Republic of China (Taiwan) Sales Manager Thai Airways Public Company Limited, Kingdom of Nepal

PAE (Thailand) Public Company Limited

Natural Park Public Company Limited

Professional Experience for last 5 years Position Companies' name

2011-Present Audit Committee 1995 – Present Consultant Naew Na Newspaper

1974-1978

1978-1981

1990-1993 1981-1990

1993-1995

1995-1997

2005 - Present Director

2003 - Present Director

Duration

Attachment Details of all director and management of the Company


Age (Years)

ANNUAL REPORT 2012 Natural Park Public Company Limited

- President of the Executive Committee

- Chief Executive Officer (Authorized Director)

5 Mr.Nakorn Laksanakarn 53

Name-Surname Current Position (The Company)

• Master of Social Development, Branch Development Administration NIDA • Master of Business Administration Emeritus. Industry Management Ramkhamhaeng University • Participated in the Directors Accreditation Program (DAP) from Institute of Directors

• Ordinary National Diploma Mechanical Engineering of Salisbury Technical College England • Bachelor Degree of Arts Business Administration and Economics Richmond College London England

Educational Qualification 0.66

-

Percentage of Relationship Securities with holding the As of 31/12/11 management

Professional Experience for last 5 years Position Companies' name

Natural Real Estate Company Limited Park Opera Company Limited Natural Project Chaopraya Company Limited Richee Property Management Company Limited Park Gourmet Company Limited Alpha Absolute Company Limited Vibharam-Pakkred Hospital Company Limited S&T Marine Company Limited Pathombuth Company Limited City Hotel & Resort Company Limited Electricity Authority The Metropolitan Waterworks Authority

2011 - Present Director 2011 - Present Director 2011 - Present 2011 - Present 2011 - Present 2010 - Present 2009 - Present 2006 - Present 1997 - Present 1994 - Present 2000 - 2001 1997 - 2000

106

Natural Park Ville Company Limited

2011 - Present Director

Director Director Director Director Director Director Director Director Director Director

Natural Hotel Chaopraya Company Limited

Natural Hotel Panwa Company Limited

2011 - Present Director 2011 - Present Director

Park Cuisine Company Limited Natural Hotel Sukhumvit Company Limited

2011 - Present Director 2011 - Present Director

2011 - Present President and Chief Executive Officer Natural Park Public Company Limited and its subsidaries

Duration

Attachment Details of all director and management of the Company


ANNUAL REPORT 2012 Natural Park Public Company Limited

6 Mr.Burin Pusiri Director (Authorized Director) Executive Committee

Name-Surname Current Position (The Company)

61

Age (Years)

• Bachelor of Law, Ramkhamhaeng University Barrister, Institute of Legal Education of Bar Association • Participated in the Directors Accreditation Program (DAP) from Institute of Directors

Educational Qualification -

-

Percentage of Relationship Securities with holding the As of 31/12/11 management

1997 – 2000

1997 – 2000

1997 – 2000

1977 – 1985 1997 – 2000

Metropolitan Waterworks Authority

PADUNG Attorney

107

Natural Hotel Chaopraya Company Limited Natural Park Ville Company Limited Natural Real Estate Company Limited Park Opera Company Limited Natural Project Chaopraya Company Limited Richee Property Management Company Limited Park Gourmet Company Limited Akirah Co., Ltd. Chaiwat Contruction Co., Ltd.

2011-Present 2011-Present 2011-Present 2011-Present 2011-Present 2011-Present 2011-Present 1988-Present 1998-Present 1995 – 1998

Natural Hotel Panwa Company Limited

2011-Present Director Director Director Director Director Director Director Director Legal Counsel of Akirah Co., Ltd. Legal Counsel of Chaiwat Contruction Co., Ltd. Annual Technical Committee, Justice and Human rights Law Office PADUNG Attorney Justice Commissioner and Human Rights House of Representatives Secretary Team to the Minister of Interior Sub - Purchase Metropolitan Waterworks Authority Director, Marketing Organization of Ministry of Interior

Natural Park Public Company Limited Natural Hotel Sukhumvit Company Limited

Professional Experience for last 5 years Position Companies' name

2011-Present Executive Officer 2011-Present Director

Duration

Attachment Details of all director and management of the Company


• Master and Bechelor of Science, Mechanical Engineering, University of Wisconsin, Madison, USA

• Bachelor of Accounting, Thammasat University • Bechelorr of Accounting, Chulalongkorn University

49

49

9 Ms. Nuttapun Giramethakul - Management

ANNUAL REPORT 2012 Natural Park Public Company Limited

- Director (Authorized Director) - Executive Committee

7 Mr. Weerawat Wattanatchariya

8 Mr. Paisarn Tangyuengyong - Management

Educational Qualification

• J.L. Kellogg Graduate School of Management, Northwestern University, USA • Bachelor of Science, Electrical Engineering, Chulalongkorn University • Participated in the Directors Accreditation Program (DAP) from Institute of Directors

Age (Years)

44

Name-Surname Current Position (The Company)

0.00%

-

-

-

-

-

Percentage of Relationship Securities with holding the As of management 31/12/11

Natural Park Ville Company Limited Natural Real Estate Company Limited Park Opera Company Limited Natural Project Chaopraya Company Limited Richee Property Management Company Limited Park Gourmet Company Limited Natural Hotel Panwa Company Limited Park Cuisine Company Limited Amphawa Restaurants Company Limited Business Commercial Networks Company Limited

2007-Present 2007-Present 2007-Present 2007-Present 2007-Present 2007-Present 2010-Present 2011-Present 2006-Present 2000-2007

Natural Park Public Company Limited

1991-2001

Head of Accounting Department

Natural Park Public Company Limited

2001-Present Senior Vice President

2011-Present Executive Vice President

108

Natural Hotel Chaopraya Company Limited

2007-Present Director

Natural Park Public Company Limited

Natural Hotel Sukhumvit Company Limited

2007-Present Director Director Director Director Director Director Director Director Director Director Director

Natural Park Public Company Limited

Professional Experience for last 5 years Position Companies' name

2007-Present Executive Officer

Duration

Attachment Details of all director and management of the Company


Natural Park Pcl.

Name of Directors

2

3

4

ANNUAL REPORT 2012 Natural Park Public Company Limited

5

6

Co., Ltd. / / / -

8

/ / / -

/ / / -

Natural Richee Project Property Chaopraya Management Co., Ltd. Co., Ltd.

7

/// = Independent Director and Audit Committee

/ / / -

Natural Hotel Natural Hotel Natural Hotel Natural Park Natural Real Sukhumvit Panwa Chaopraya Ville Co., Ltd. Estate Co., Park Opera Ltd. Co., Ltd. Co., Ltd. Co., Ltd.

1

1 Mr. Sakthip Krairiksh xxx 2 Mr. Chaiwat Atsawintarangkun xx 3 Mr. Thavisakdi Tanta-Nanta /// 4 Mr. Manu Maniwatana /// 5 Mr. Nakorn Laksanakarn // / / / / 6 Mr. Burin Pusiri // / / / / 7 Mr. Weerawat Wattanatchariya // / / / / 8 Mr. Paisarn Tangyuengyong 9 Ms. Nuttapun Giramethakul Note xxx = Chairman xx = Chairman of Audit Committee / = Director // = Executive Director - Natural Venture Co., Ltd. is in the dissolution and liquidation process.

Company

Name of Companies

/ / / -

109

Park Gourmet Co., Ltd.

9

Details on the directors and managements in subsidiary, associated and related companies

Attachment


Krairiksh Atsawintarangkun Tanta-Nanta Maniwatana Laksanakarn Pusiri Wattanatchariya Tangyuenyong Giramethakul

xx = Chairman of Audit Committee / = Directors // = Executive Director /// = Independent Director and Audit Committee

Mr. Sakthip Mr. Chaiwat Mr. Thavisakdi Mr. Manu Mr. Nakorn Mr. Burin Mr. Weerawat Mr. Paisarn Ms. Nuttapun

ANNUAL REPORT 2012 Natural Park Public Company Limited

1 2 3 4 5 6 7 8 9 Note

Name of Directors

Name of Companies

/ / -

Park Cuisine Co., Ltd.

UOB Apartment Property Fund 1 (Leasehold)

-

2

1

Associated Companies

110

Details on the directors and managements in subsidiary, associated and related companies

Attachment


Mr. Chaiwat Mr. Sakthip Mr. Thavisakdi Mr. Sermsin Mr. Paisarn Mr. Weerawat Mr. Thowthawal Mrs. Angsana

2

ANNUAL REPORT 2012 Natural Park Public Company Limited

3

4

5

6

/ / / /

/ / / -

/ / / -

/ / / -

/ / / -

/ / / -

Natural Hotel Natural Hotel Natural Hotel Natural Park Natural Real Sukhumvit Panwa Chaopraya Ville Co., Ltd. Estate Co., Ltd. Park Opera Co., Ltd. Co., Ltd. Co., Ltd.

1

Remark / = / = Directors Natural Venture Co., Ltd. is in the dissolution and liquidation process.

1 2 3 4 5 6 7 8

Atsawintarangkun Krairiksh Tanta-Nanta Samalapa Tangyuenyong Wattanatchariya Subhavanich Weerachatsakul

Name of Directors

Name of Subsidiary Companies

/ / / -

7 Natural Project Chaopraya Co., Ltd.

/ / / -

8 Richee Property Management Co., Ltd.

/ / / -

Park Gourmet Co., Ltd.

9

111

Details on the directors and managements in subsidiary, associated and related companies

Attachment


Natural Park Public Company Limited

88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua , Wattana, Bangkok 10110 Tel : +662-259-4800-11 Fax : +662-260-5078

www.naturalpark.co.th

N park 12  

N-PARK_2012 NATURAL PARK PCL Annual Report 2012

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