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noble development public company limited annual report 2010


Message from Chairman

Year 2010 was another year our economy faced several negative factors such as global instability, domestic political conflict, and volatile currency. The real estate business was also directly affected from a slowdown in consumer spending, upward interest rate and more strict lending measures to financial institution. Although the above mentioned negative factors had an influence on overall business sector, the operating results of Noble Development PCL in 2010 showed the expansion and had continuous outstanding growth compared to the previous year, as a result of the over years experiences in the business and flexible strategy to respond to dynamic surrounding. In 2010, the Company had the successive sales from both horizontal and condominium projects with sales value of THB 3,800 MB. To continue our growth, in 2011, the Company is planning to launch at least 3 projects, totaling project value of THB 16,000 MB, all of which are in prime locations, with easy accessibility and complete facilities. Besides the successful operating result, the Company has a policy to strengthen on finance, investment, carefull management our capital with transparency according to our commitment to corporate governance, in order to maintain sustainable growth, to satisfy shareholders, customers, financial supporters, and business partners, who always ensure a generous support through our business. Finally, on behalf of Noble Development PCL, I would like to thank everyone for their kind support and be part of our legacy, which this, it will help strengthen the Company and drive the Company’s continuous expansion. The Company will carry on our work and capital management with discipline, caution, efficiency, transparency, while creating new innovation for different living as promised by our aspiration and philosophy.

Mr.Kitti Thanakitamnuay Chairman and Chief Executive Officer

noble development public company limited | annual report 2010


Content

Message from Chairman  

01 Financial Highlights Company Structure Company Overview Noble Development Projects Revenues Structure Industrial Situation and Competition Risk Factors Shareholders Organization Chart The Board of Directors The Audit Committee The Nomination Committee The Remuneration Committee The Executives Nomination of the Board of Directors and Remuneration Board of Directors and Executive officers Corporate Governance The Audit Committee’s Report Business Code of Conduct Responsibility to Society and Environment Charts of Operating Performance and Revenue Structure Analysis of Financial Status and Operating Results Report of the Board of Directors’ Responsibilities for Financial Statements Remunerations for External Auditor Company Factsheet

01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01

/ / / / / / / / / / / / / / / / / / / / / / / / /

001 002 003 005 009 010 016 020 021 022 024 025 026 027 028 030 035 048 050 054 056 058 061 062 063

Auditor’s Report Consolidated and Company Balance Sheets Consolidated and Company Statements of Income Consolidated and Company Statements of Changes in Shareholders’ Equity Consolidated and Company Statements of Cash Flows Notes to the Consolidated and Company Financial Statements

02 02 02 02 02 02

/ / / / / /

001 002 004 005 007 009

02

noble development public company limited | annual report 2010


be di fferent, be noble


Financial Highlights

2010 THB Million

2009 Restated THB Million

2008 THB Million

Operating Performance 5,029

1,867

2,313

75

71

39

Total Revenues

5,194

1,967

2,410

Gross Profit from Real Estate Development Business

1,897

689

924

Revenue from Real Estate Development Business Revenue from Retail, Rental and Service

45

41

(7)

998

278

349

10,847

8,711

7,493

Total Liabilities

7,116

5,814

3,993

Issued and Paid-up Share Capital

1,369

1,369

1,369

Shareholders’ Equity

3,731

2,897

3,500

Gross Profit Margin from Real Estate Development Business

37.71

36.91

39.93

Gross Profit Margin from Retail , Rental and Service

59.58

57.43

N/A

Net Profit Margin

19.22

14.14

14.47

Return on Assets

10.21

3.43

5.11

Return on Equity

30.13

8.70

10.37

Debt to Equity Ratio

1.91

2.01

1.14

Net Debt to Equity Ratio

1.62

1.75

1.03

Book Value per Share (Baht)

8.17

6.35

7.67

Earning per Share (Baht)

2.19

0.61

0.76

Revenue from Retail , Rental and Service Net Profit

Financial Status Total Assets

Financial Ratios

noble development public company limited | annual report 2010

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Company Structure

Noble Development Public Co., Ltd. Paid-up Capital THB 1,369.41 M. Type of Business : Property Development and Housing Construction

100%

Ban Suk Sabai Co., Ltd. Paid-up Capital THB 2 M. Type of Business : Property Development and Housing Construction

100%

S&P Property Management Co., Ltd. Paid-up Capital THB 2 M. Type of Business : Housing Construction and Property Management

100%

Continental City Co., Ltd. Paid-up Capital THB 440 M. Type of Business : Property Development

65%

Research & Consultant Co., Ltd. Paid-up Capital THB 10 M. Type of Business : Housing Construction

50%

N.K. Energy Conservation Co.,Ltd. Paid-up Capital.THB 6.5 M Type of Business : Light Weight Wall Panel

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Company Overview

Type of Business The core business of Noble Development Public Company Limited and its subsidiaries is property development, composed of various types of residential projects such as land plot, single detached houses, townhouses, low rise and high rise condominiums. The Company aims to offer exceptionaldesign living and creative innovation to satisfy customers’ various desires as an alternative option. The Company has launched total 34 residential projects. Eight of these projects were developed and launched before year 2002 with the total value of THB 4,877 million while 26 of these projects were developed and launched between year 2002 and 2010 with the total value of THB 28,847 million. The project consists of single detached house, condominium, townhouse, and land plot. The single detached house projects include Noble Tara Ekamai-Rama 9, Noble Tara Ngamwongwan, Noble Tara Pattanakarn, Noble Tara Ngamwongwan 2, Noble Wana Pinklao, Noble Wana Watcharapol, Noble Anawana Pinklao, Noble Geo Watcharapol, and Noble Geo Rama 5. The condominium projects include Noble Ora Condo, Noble Lite, Noble 09, Noble Ambience Sarasin, Noble Remix, Noble Solo, Noble Reflex, Noble Reveal, Noble Reform, Noble Refine, Noble RED, Noble Revent and Noble Remix 2. The townhouse and land plot project are First Home and Noble Satorn Thapra, Noble Residence and Noble Cube respectively. Besides the residential projects, the Company also operates other business that is core businessrelated such as property rental and service, property management services, property services after transfer of ownership, asset or debt management service offering to investors, financial institutions and asset management companies.

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Company Overview (Cont’d)

The Company has a policy to divide the operation to subsidiaries and associated companies for developing, and managing the projects as shown in the following detail:

Company | Address

1. Ban Suk Sabai Company Limited

Type of Business

Project

Number of issued and paid up shares

Property Development

Noble Park

19th Fl., Tonson Tower, 900 Ploenchit Rd.,

and Housing

Noble Tara

Lumpini, Pathumwan, Bangkok

Construction

Ngamwongwan 2

Housing Construction

Noble Neo City

20,000

The Noble

4,400,000

2. S&P Property Management Company Limited 19th Fl., Tonson Tower, 900 Ploenchit Rd.,

and Property

Lumpini, Pathumwan, Bangkok

Management

3. Continental City Company Limited

Property Development

19th Fl., Tonson Tower, 900 Ploenchit Rd.,

Noble Remix

Lumpini, Pathumwan, Bangkok

4. Research and Consultant Company Limited

20,000

Noble Remix 2

Housing Construction

19th Fl., Tonson Tower, 900 Ploenchit Rd.,

Noble Choice Pinklao

100,000

Noble Choice Vibhavadee

Lumpini, Pathumwan, Bangkok

5. N.K.Energy Conservation Company Limited 54/4 Moo 7, Bang Saothong,

Light Weight

Noble Choice Pinklao

Wall Panel Noble Choice Vibhavadee

Samutprakarn

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6,500


Noble Development Projects

Every Noble Development project is a reflection of the creativity and the conviction of Noble. The mind-set to create innovation to satisfy needs and enhance quality of life which bring happiness to homeowners beyond their expectations are all the Noble’s mission.

Projects developed and launched before 2002 Noble Park Project

Noble Choice Project

Noble Park was unveiled in December 1991 as the first horizontal

Noble Choice is the innovation from Noble Development, one

condominium in Thailand. The concept of a ”Condo house”

spawned from the marriage of state-of-the-art technology and

combines the benefits of living as part of a community and the

an old-fashioned commitment to service. The success of Noble

precepts of condominium residence to the familiar features of

Choice is evident from all of our satisfied customers who have

Thai ways of living within the development.

exercised their freedom of choice to express a wide variety of contemporary lifestyles, all of whom were delighted beyond their

Noble Home Project

expectations. Durable yet flexible, Noble Steel Tech has a proven

Noble Home comprises single dwelling houses with architectural

track record of success overseas where it has been utilized for

designs aimed to give a different perspective and individuality in-

more than a decade. Noble Choice projects are located in two

cluding the curved roof, all of which enhanced quality and offered

different areas -- Noble Choice Pinklao and Noble Choice

more useable floor space than the average home. The project

Vibhavadee

launched in August 1992. Noble House Ruamrudee Project Noble Neo City Project

Possibly occupying the best location in Bangkok, the key con-

Noble Neo City is the visual proof of the innovation development

cepts behind this development are privacy and peace. Hence,

that is taking place within Noble. Here, the concept of a life of

there are a total of only 23 units designed to give maximum

freedom is catered to. Owners can expand living space within

space for the families of those executives who are looking for

their detached homes in four different steps. They can start with

convenience in traveling.

2 floors 2 bedrooms and, if so wish, they can later add to that and end up with 3 floors 5 bedrooms.

The Noble Project Prestigious detached residences comparable to a contemporary art form. Built right in the heart of Bangkok, The Noble has been designed to offer maximum floor space, resulting in practicality and privacy. The design concept also brings the green-ness of the garden right into the home.

Noble House Phayathai Project Noble’s high-rise residential development with 30 storey tower located in central business district, special design offer convenience in terms of commuting and amenities for today’s lifestyle. The project consists of 300 residential units and commercial area.

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Noble Development Projects (Cont’d)

Projects launched since 2002

Noble Tara Ekamai – Rama 9 / Noble Tara Ngamwongwan / Noble Tara Pattanakarn / Noble Tara Ngamwongwan 2 Project “Tara” means “stream” which implies the concept of the project to bring peace of recreation with tall fences covered by floras surrounding the project to maximize the enjoyment from nature together with the private swimming pool. The Noble’s differentiated concept of C-shape housing keeps every corner of the house close to nature surrounding. The projects are in the best location according to the concept of “Special privacy in the city center”, which located on Rama 9, Ngamwongwan and Pattanakarn.

Noble Wana Pinklao / Noble Wana Watcharapol Project The concept of this project is to bring resort feeling to the home, which can be presented in its name: “Wana” means “Forest”. This is a place to take a rest with nature everyday. Every living space links with nature, both view and sensibility by balancing oriental and western philosophy. The project is unique from others in the market with the clubhouse and swimming pool decorated to maximize the privacy. Two Wana projects are Noble Wana Pinklao and Noble Wana Watcharapol.

Noble Ana Wana Pinklao Project Noble Ana Wana Pinklao builds on the success of the previous Noble Wana Pinklao project. Utilizing the popular Wana design on the same Pinklao site, this new development offers a resortstyle living experience 365 days a year. Each house has a plot of 100 square wah or more to give each resident that much more exposure to the area’s natural charms.

Noble Satorn Thapra Project Noble Satorn Thapra is a project with a very different approach to modern housing. Plots varying in size from 78 to 168 square wah offer havens of security and serenity in small communities served by common facilities. Customers who wish to design their own homes are given every help and encouragement in selecting the concepts and details that they and their families prefer.

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Noble Development Projects (Cont’d)

Noble Ora Thonglor Project

Noble Ambiance Sarasin Project

Noble Ora Condominium comprises of two 21-storey condo-

It is the condominium for the perfect relaxation of city life and

miniums tower with 223 units at one of Bangkok’s prime

offers the peaceful privacy surrounded by various moods with

locations, the center of Soi Thonglor. The project has 60’s design

Perfect Contrast architecture. The exterior is designed to be

that provides Condominium facilities but feeling of spacious

simple but exciting and amusing with color of the buildings,

single house from the large floor-to-ceiling and a tropical style

whereas the interior is designed for spaciousness and airiness

swimming pool.

with tall glasses from the floor to the ceiling, allowing the natural touches surrounded by beautiful gardens, pools and

Noble Geo Watcharapol / Noble Geo Rama 5 Project Noble Geo is designed under the Planning & Function concept

gyms. Noble Ambiance Sarasin is located in the middle of the city, Sarasin soi 2.

to enable free-style arrangement of furniture. The box-shape houses maximize useable area, larger living room and bedroom.

Noble Remix Project

The beautiful natural landscape lawns and gardens can be a

The project is the answer for a different kind of lifestyle, especially

ccessible from every angle of the houses, located in Watcharapol

for people who love extreme’s life and freedom in city life,

and Rama 5.

surrounding with this new style condominium project offering conveniences from the transportation via BTS sky train and many

First Home Project

facilities along Sukhumwit 36 road.

First Home is a townhouse project under the strategies to expand the market base to cover all tiers of customers, located

Noble Solo Project

near the city but economical pricing. The project consists of

It is the condominium in Soi Thonglor that is suitable for free-

2-storey townhouses and 3-storey commercial units, located in

dom lifestyle, releasing from rules and bustling from works and

Soi Watcharapol.

environment by giving more space. These allow residents to find new inspiration to fulfill their lives. It offers a various type of

Noble 09 Project

rooms from 1 bedroom to 3 bedrooms.

Noble 09 is a luxurious condominium located in Soi Ruamrudee, only 100 meters away from the Ploenchit BTS station, gives a

Noble Reflex Project

cozy feeling in modern style. Designed to have serene beige

Around 200 meters to Aree BTS station, we can reach the 20-

color elegantly combined with naturally formed stone, it goes

floor condominium stylishly designed by plain architecture with

up to 8 floors and provides more open area with its two towers.

the explicit color of the exterior. This is the real concept of “A

Enjoy total privacy with only three units per floor, and spacious

Pad for Metropolitan” making Reflex to be condominium for

interior benefited from airy floor-to-ceiling glass windows.

more time to play, sit back and relax. Every square inch is designed to maximize usable area and to be the perfect place

Noble Lite Project Near Aree BTS Station, Noble Lite is located only 150 meters

for rest. The size varies from 1-bedroom and 2-bedroom, starting from 2.9 million baht.

from business center on Phaholyothin Road. With Crash-Pads concept – living near BTS route with no red lights traffic to spare

Noble Reveal Project

up hours for pleasure and relaxation. The project offers 24

With 27-storey condominium stylishly designed for city living life

storeys with one to three bedrooms. Each unit is designed for

style and the concept of “Help stop global warming, Drive less”.

multi purpose activities. The project also provides facilities area,

Noble Reveal is just 200 meters away from Ekamai BTS station,

fitness and a swimming pool.

on Sukhumvit 63 road. The size varies from 1-bedroom and 2-bedroom.

noble development public company limited | annual report 2010

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Noble Development Projects (Cont’d)

Noble Residence Project

Noble RED

Development of land plot, on Pattanakarn road, one of the most

Condominium 23-storey height located in Aree Soi 1, prime

elegant locations in center of Bangkok, with 3 kms from Soi

area in the middle of Bangkok closed to BTS station; ready to ser-

Thonglor and just 2 minutes from Airport Link Sky Train,

vice you to go to many key business areas. Together with ideal

Ramkamhaeng station. The Project allots total of 70 land pieces

facilities, fitness swimming pool, ready to fulfill and comfort

from 99 sqw. size, for customers to build every masterpiece by

your life. The size varies from 1- bedroom and 2-bedroom.

their own. In addition, the entire electricity network is grounded, with the peaceful living of parks, swimming pool, club house and gym.

Noble Revent Condominium 30-storey height located on Sri-Ayutthaya Road, closed to Phayathai BTS station and airport link station, in the

Noble Cube Project

center of Bangkok surrounding by educational institutions and

New concept of town home in the city center for more private

prime business areas. Together with ideal facilities, fitness,

living space with designed to magnify the sight with wide mirror.

swimming pool, ready to fulfill and comfort your life. The size

Noble Cube divides useable area by life style. The Project is

varies from 1-bedroom and 2-bedroom.

located in prime area, 3 kms from Soi Thonglor , between Pattanakarn soi 24-26 and just 2 minutes from Airport Link Sky Train, Ramkamhaeng station. The price starts from THB 4.5 million. Noble Reform Condominium located on Phaholyothin Road, business center of Bangkok, only 30 meters away from Aree BTS station. 22storey condominium designed to maximize usable area and to be the perfect place for rest. The project also provides facilities area, fitness and a swimming pool. The size varies from Studio, 1-bedroom and 2-bedroom.

Noble Remix 2 Condominium 11-storey height with the slogan “Walk above it all” at Noble Remix 2. The Project is located on Soi Sukhumvit 36, with ideally located for easy access to Thonglor Station by skylink between the station and the building. The residence unite provide excessive view and great atmosphere with the very high 3-meter and large 2-layer laminate windows. Together with ideal facilities, ultimate fitness sport club, swimming pool, and stream room, ready to fulfill and comfort your modern lifestyle. The Project offers a various type of rooms from 1 bedroom to 3 bedrooms.

Noble Refine Condominium located in Sukhumvit Soi 26, 180 meters away from Phromphong BTS station. 25 storey condominium embedded in the very inside of its own premise away from the entrance encourage the ultimate peace and privacy. The panoramic greenery tree line delicately placed on the drive way special treating in and out traffic a touch of green nature. L-shape and earth tone building designed for keeping the perfect harmony with natural surroundings and decent view sharing among every unit. The size varies from Studio, 1-bedroom and 2-bedroom.

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Revenues Structure

Unit : THB Million

Revenues Structure

Shares Operated By (1) holding %

2009(Restated)

2010 Value

%

Value

2008

%

Value

%

Revenue from Real Estate Development Single Detached House and Land

Condominium

NOBLE

-

791.46

15.24

1,371.75

69.75

380.91

15.81

BSS

100%

-

-

-

-

84.30

3.50

NOBLE

-

1,870.76

36.02

494.80

25.16

657.25

27.27

CC

100%

2,367.17

45.58

-

-

1,190.61

49.41

5,029.39

96.84

1,866.55

94.91

2,313.07

95.99

-

-

-

-

10.02

0.42

-

-

-

-

10.02

0.42

Total Revenue from Real Estate Development Revenue from Retail PG(3)

Sales

100%

Total Revenue from Retail Revenue from Rental and Services Service Apartment

NOBLE

-

54.60

1.05

48.23

2.45

8.86

0.37

Department Store

NOBLE

-

17.02

0.33

20.53

1.04

17.22

0.71

PG(3)

100%

-

-

-

-

2.43

0.10

Condominium

NOBLE

-

3.70

0.07

2.37

0.12

-

-

CC

100%

0.15

0.00

-

-

-

-

75.47

1.45

71.13

3.62

28.51

1.18

5,104.86

98.29

1,937.68

98.53

2,351.60

97.59

Total Revenue from Rental and Services Total Revenue from Core Businesses Other Revenues Gain on Foreign Currency Exchange

(2)

-

-

-

-

-

0.06

0.00

Gain from cancelled contracts

(2)

-

11.90

0.23

2.04

0.10

5.84

0.24

Interest Income

(2)

-

22.62

0.44

18.76

0.95

15.92

0.66

Others Income

(2)

-

54.30

1.05

8.19

0.42

36.38

1.51

88.82

1.71

28.99

1.47

58.20

2.41

5,193.68

100.00

1,966.67

100.00

2,409.80

100.00

3,167.18

163.45

(413.92)

(17.60)

58.83

2.57

Total Other Revenues Total Revenues Increase (Decrease) in Revenue from Core Businesses

*Remark (1) NOBLE = Noble Development Public Company Limited.

BSS = Ban Suk Sabai Company Limited, PG = Playground Store Company Limited, CC = Continental City Company Limited

(2) Revenues of the Company and its subsidiaries. (3) The Company disposed the investment in subsidiaries, Playground Store Company Limited on December 15, 2009

noble development public company limited | annual report 2010

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Industrial Situation and Competition

The global economy maintained its growth momentum in 2010. The better outlook of capital flow and the economic expansion among developing countries has been reaffirmed. The Thai economy continues to expand steadily on a high side, mainly supported by expansion in exports which is the result from the healing global demand after a various rescue measures from influential countries. Also the tailwind by minimal food commodities and manufacturing goods inventory situation among importing nations. Thailand business sector took an advantage of competitive price and free trade agreement boosting up the volume and value of exporting and therefore aggregate economic growth in Thailand. Unfortunately, Thai consumers remain bearish and cautious by an instability in economic and political perspective. Not to mention the unemployment rate, public debt, rally in oil price, currency fluctuation, and removal of some stimulus packages from government. In spite of political turmoil in the early of 2010, Real estate business can proudly stand on it feet with an enjoyable growth rate. Thanks to tax incentive programs and the higher-interest rate expectation that force home buyer to make an immediate decision to enter the market. Besides, for the second half of 2010, substantial amount of capital inflow together with strengthened investor confidence domestically, and aggressive competition among commercial banks in home loan, assisting the growth rate to maintain its satisfactory level.

Table 1 : Residential units registered in Bangkok Metropolis and Vicinity. 2004

2005

2006

2007

2008

2009

2010

Developer-Built Single House, Twin House, Townhouse, Shop House

40,752

32,201

32,757

27,513

21,634

25,288

9,229

18,607

17,432

34,049

53,725

57,167

20.0%

101.6%

(6.3%)

95.3%

57.8%

6.4%

45,164

50,808

50,189

61,562

75,359

82,455

29.2%

6.8%

12.5%

(1.2%)

22.7%

22.4%

9.4%

19,859

25,244

28,949

25,341

24,017

19,618

22,697

6.8%

27.1%

14.7%

(12.5%)

(5.2%)

(18.3%)

15.7%

Total Residential Units Registered

68,300

70,408

79,757

75,530

85,579

94,977

105,152

Change from Last Year (%)

21.8%

3.1%

13.3%

(5.3%)

13.3%

11.0%

10.7%

Condominium

7,689

Change from previous year

3.9%

Total Developer-Built

48,441

Change from previous year

Self-Built Change from previous year

35,935

Source : Real Estate Information Center, The Goverment Housing Bank

Surge in oil price, insufficient transportation network and its construction in delay of which has been the case in the past couple of years. Condominium nearby public transportation is one of the most viable option for home buyer, hence there are abundant condominium projects available in market. The inflated price of condominium has raised the concern of bursting bubble in this market segment. From Table 1, year 2010 the number of completed and registered housing units in Bangkok and vicinity increased from the same period of the previous year by 10.7%. The main contribution are the developer-built single house, twin house, townhouse, shophouse and the self built house, whose change were 16.9% and 15.7% respectively. On the other hand, condominium up by only 6.4% huge difference comparing to its prior year counterpart whose change was up by 57.8%, reflecting the growing concern of bursting bubble in condominium price. Besides, single house, twin house, townhouse, shophouse still serve its ordinary purpose of being a home that provide more space and privacy.

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Industrial Situation and Competition (Cont’d)

Chart 1 : Business Sentiment Index

Source

: Bank of Thailand

How to Read : The index is equal to 50 - Business sentiment is unchanged The index is above 50 - Business sentiment is improved The index is below 50 - Business sentiment is worsened

The business sentiment index (Chart 1) is suggesting the improvement in business confidence in 2010. On March 2010, the business sentiment index reach it highest level in a decade at 55.7 and throughout the year business sentiment index remain above 50 which shown the better business confidence. Except during April and May, the political unrest pulled the index down temporary, thereafter the index has rebounded back up. In January 2011, the index found itself at 52.8 and forecasted to be at 56.1 in the next three months reflecting the decent progress in business confidence. Analogously, the encouraging outlook for the continue growth of real estate sector in 2011. Moreover, there are several positive factors worth to be mentioned. Home loan from commercial bank and financial institution : In 2010 Bank of Thailand planned to launch the policy in order to keep bank lending to home buyer from the credit crunch also to strengthen the confidence in real estate sector. To ensure the smooth transition and achieve a best practice, the preparation of policy has been scrutinized and studied base on the exchange of comments between entrepreneur, commercial banks, and other financial institutions. The basic concept of this policy is try to limit loan to value ratio to be at 90% (bank who lend more than 90% of condominium value to home buyer must face a greater percentage of reserve requirement). And this policy has been proved acceptable by all related parties, as one can see the no interruption in demand and supply flow in this segment after the exercise of policy as such. Despite the cautious lending policy from commercial bank and financial institution themselves using very conservative loan to value ratio, the new loan to value ratio policy initiated by Bank of Thailand, is simply the extra risk management tool to ensure the far more superior risk management of commercial bank and financial institution. In presence of restriction of policy as such, the home loan figure however is improving overtime. This phenomenon is said to confirm the real demand and genuine market mechanism in property sector. Though peripheral property market in general will face the serious question of its real value, core real estate, led by residential product, has shown its real demand. In 2010 total loan by commercial bank possessed 11.3% growth rate, whereas home loan shown 14.7% increase year on year. The total home loan by commercial bank and other financial institution grew by 11.1% year on year in 2010, even though the conservative approach/tactic adopted by both side of equation (buyer/seller) : home buyer, entrepreneur, commercial bank, and other financial institution.

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Industrial Situation and Competition (Cont’d)

Table 2 : Housing loans for personal consumption extended by financial institutions Unit : Million THB

2004

2005

Commercial Banks

1,974,453

2,358,258

Depository Specialized Finance Institutions

1,869,479

2,217,979

23,337 678

Finance and Finance & Securities Companies Credit Foncier Companies Insurance Corporations Total Change from Last Year (%)

2006

2007

2008

2009

2010

2,627,011

2,929,547

3,299,313

3,660,628

4,199,558

2,518,705

2,604,875

2,706,610

2,880,482

3,086,713

18,993

4,455

3,281

2,844

2,281

1,928

433

440

194

242

291

442

12,868

15,767

16,726

18,517

20,855

18,915

-

3,880,815

4,611,430

5,167,337

5,556,414

6,029,864

6,562,597

7,288,641

17.7%

18.8%

12.1%

7.5%

8.5%

8.8%

11.1%

Source : Bank of Thailand

In 2011, Bank of Thailand implements “The Financial Sector Master Plan Phase II (FSMPII)” that is encouraging facilitating qualified retail banks to upgrade to commercial banks. There are banks apply for this upgrade namely, The Thai Credit Retail Bank Public Co., Ltd. and Land And House Retail Bank Public Co., Ltd. This create direct benefit to entrepreneur and consumer, as banks will have to provide a competitive service and products to business and household unit. Loan rate : The successful cooperation between government and business entities in many countries to cope with the world financial crisis by initiating a proper rescue measure and management tool, reiterate in the right place at the right time idea. However, in 2010 all the helping hands were gone, low interest rate were one of them. As of now, commercial banks are raising the interest rate in parallel with raise the policy interest rate determined by Bank of Thailand. At the beginning of 2010 the policy rate was at 1.25%, which had been raised three more time during that year. On March 9, 2011 Bank of Thailand, The Monetary Policy Committee (MPC) decided unanimously to raise the policy interest rate by 0.25%, from 2.25% to 2.50%, which is equivalent to 100% increase in less than 15 months

noble development public company limited | annual report 2010

page 01 | 012


Industrial Situation and Competition (Cont’d)

Chart 2 : Minimum Lending Rate (MLR) of Commercial banks during the year 1999-2010

MLR (At the end of the Year) MLR

MLR (Average during the Year)

Source

: Bank of Thailand

Remark

: Average MLR of 5 commercial banks BBL, KBANK, BAY, KTB and SCB

Inevitably, this sharp rise of policy interest rate affect directly to commercial bank interest rate structure and therefore the interest rate expense of business and household unit. Fortunately, the current interest is considerably lower than average level in the past, the fear of rising rate further itself that push homebuyer to jump into the market. At the same time, this is where real estate developer who has experience and well financed come in, to operates business effectively to help alleviate the rising interest rate burden of homebuyer and allow them to freely exercise their real purchasing power and need. Cost management : The continued growth in real estate business has brought the scarcity of resource in raw material. Prime location land has gone skyrocket. In 2010, land price nearby public transportation network has an average price between 300,000 to 1,200,000 THB/sqw. The highest neighborhood are Siam Square, Pleonchit, and Chitlom, an average price is 1,200,000 THB/sqw, increase by 20% compare to prior year. During 2005-2010, land nearby BTS skytrain has increased by 104%. Other raw material/labor for real estate business as well has been inflated, Construction materials average price index up by 2.3% in 2010, minimum wage is up also.

noble development public company limited | annual report 2010

page 01 | 013


Industrial Situation and Competition (Cont’d)

Year 2011 going forward, price of construction materials and transportation cost is likely to continue sideway up approximately 3%-8%, minimum wage has a forecast of 25% increase. In the light of that figures, one can have two implication; On one hand, this increasing burden can be transferred to consumer in terms of expensive price and more financial obligation which will crowding their demand and purchasing power and the aggregate value of real estate market eventually. On the other hand, real estate developer use their mighty potential and distinctive experience together with smart risk management scheme, to control overall cost and retain the justified price for their real estate product. Result in value creation that benefit consumer and maintain the positive momentum for the market as a whole. The forward outlook for real estate sector is promising. Many encouraging factors can be reiterated, grass root people which the majority group of consumer earn more income, overall Thai economy is picking up forecasted to have growth rate 3%-5%. Nonetheless, the other side of picture is still ambiguous. World economy yet to pass the crossroad with some degree of uncertainty, Thai economy is considered to be at a fragile stage, recovery of E.U. countries and Japan the major destinations of Thai export remain questionable, not to mention internal politics that affect directly to foreign investors who are looking to invest in Thailand. In sum, real estate developer must be very careful about their costing (raw material price/labor cost) and financing (rising interest rate) In 2011, the company foresee the necessity of real estate developer to be well prepared to cope with the vulnerability of inside and outside factor namely; Cost control, effective resource allocation, management planning, and for outside factor such as market uncertainty, the political unrest, and upward interest rate pressure. Notwithstanding the threats in question, the company is confident of its strong position and second to none business experience that will help manage all the inside factors. For the outside threat, the company will use precautionary method as well as the intense market study to deal with market uncertainty. The company does what it does best in the past 3-4 years, making a sensational debut of many successful condominium projects, all of them are close to public transportation network whose location are the most desirable one in condominium market. 80%-100% of unit reservation rate in one day of every condominium projects by the company has been talk of the town and self explanatory of the company marketing success. This is not by chance or luck, to be successful and possess a major share in condominium market, one need to be a major developer and well financed, because land in prime area is expensive to obtain and credential of developer will help a great deal in decision making of homebuyer to buy before the project complete.

noble development public company limited | annual report 2010

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T U N N O

K

H

AN PH O RA N G

AI AM K EK

O N LO G R

N PO M O PH

TH

G

K O AS

A AN N

LO E H N IT C

M LO IT H C

PH

AM SI

SA

LA

D

AE

N

G

R

AT C

H

AD

AM

R

I

N A ST TIO AD N I U AL M

R

AT C

H

AT H

EW

I

PH

AY AT H

AI

M

O VIC N U TO M R EN Y T

SA

N

AM

PA O

AR

I

SA K PH H A W N AL

M

O

C

H

IT

Industrial Situation and Competition (Cont’d)

NOBLE PROJECTS AT BTS ROUTES

For other style of living i.e. single house, townhouse, and land plot, the company focuses on suburb area that has an easy access. In this market segment there are many competitors ranging from giant firm listed in stock market and small developer, whose pricing is vary. The company has a minor share in this segment due to for the past 3-4 years, the company has emphasized on condominium instead.

noble development public company limited | annual report 2010

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Risk Factors

The risk factors that may affect the Company’s operation are:

Risk from the price of construction materials From Table 1, Construction materials average price index. The price of overall construction materials remained calm, up by merely 2.3% from 2009 to 2010. The main contribution was the index price of steel and steel products that increased by 7% relative to year previous, due to the strong demand from world economic recovery. Other construction materials including electrical / plumbing, lumber and wood product, and others construction materials all increased or neutral caused by risen cost of raw material, except cement, concrete ingredient, and sanitary ware. Especially cement whose price had been weakened by intensive market driven.

Table 1: Construction Materials Average Price Index

Group

2005 Base

2006

2007

2008

2009

2010

Change (%) 2009

2010

All Commodities Index

100.0

103.7

108.8

127.4

110.8

113.3

-13.0%

2.3%

Lumber and Wood Products

100.0

105.4

109.7

118.8

133.3

135.8

12.2%

1.8%

Cement

100.0

104.6

106.7

114.2

112.8

104.2

-1.2%

-7.6%

Concrete Ingredient

100.0

103.8

105.1

109.8

103.8

102.5

-5.5%

-1.2%

Iron Products

100.0

98.6

108.7

150.5

103.6

110.9

-31.1%

7.0%

Tiles

100.0

103.0

106.6

109.1

110.7

110.6

1.5%

-0.1%

Paints

100.0

103.0

102.2

105.8

113.2

113.8

7.0%

0.5%

Sanitary Ware

100.0

112.7

123.6

131.8

148.9

144.5

13.0%

-3.0%

Electric And PlumbIng

100.0

109.8

113.9

114.7

108.2

110.4

-5.7%

2.0%

Others

100.0

108.8

110.3

118.3

119.2

122.8

0.8%

3.0%

noble development public company limited | annual report 2010

page 01 | 016


Risk Factors (Cont’d)

Chart 1 : Index of construction material prices and change of construction material price index Price index

Construction Material Price Index Steel and Steel products Price

Steel and steel product price 2010

Source

: Bureau of Trade and Economic Indices, The Office of Permanent Secretary, Ministry of Commerce

For the year 2011, the upward trend of construction material price is considered eminent after the rising trend in the fourth quarter of 2010 due to risen cost of production and minimum wage. As of Jan, 1st, 2011, the government has declared the new minimum wage which is up 8-17 THB/day on average. Besides, inflated fuel cost and infrastructure intensive project introduced by the government, suggests that the prevailing price upward trend will continue. Despite the upward pressure in price of construction materials, the Company hedging policy in forward contract on major raw materials, such as steel and steel products, as well as the written Agreement with contractor and effective construction plan, enable the Company mitigates the risk of shortage and price volatility in raw material to a comfort level.

noble development public company limited | annual report 2010

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Risk Factors (Cont’d)

Risk from the land price According to Chart 2 from Real Estate Information Center (REIC), the Government Housing Bank, the land price index in 2010 for Bangkok and 3 provinces in the metropolitan area (Nondhaburi, Pathumthani, and Samutprakarn) was 186.4 (using 1991 as a base year), increased only 1.4% from the year previous, dragged down by the economic slowdown and domestic political unrest.

Chart 2 : Index of land prices and change of land price index Price index

Changes %

Land Price Index Change (%) Source

: Real Estate Information Center (REIC), The Government Housing Bank

Land price in Bangkok and vicinity is expected to rise, especially the one close to transportation network. Nearby far-eastern Sukhumvit road area will get a tailwind from the eastern extension of BTS, Onnut station to Bearring station. In 5 years time, there are a few more upcoming line supposed to be completed; under construction Purple line from Bangsue to Bang Yai is expected to be operable by 2014, Red line from Bangsue to Taling Chun is expected to be completed by 2015, Blue line from Bangsue to Tha Phra and Hua Lumphong to Bang Khae is expected to be operable in 2016 as well as existing Airport Link connect to BTS sky train and MRT subway, collectively will drive the price of land even further. Given the fact of the Company’s business experiences, feasibility study, and cautious investment in purchase of land, the Company will not be affected by the risk of land value as proved by a great number of successful condominium projects of the Company.

noble development public company limited | annual report 2010

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Risk Factors (Cont’d)

Risk from world crisis and Thai political instability The World economy dilemma in 2010 was recuperating. The intensive stimulus package from economic leading nations such as U.S.A and China, induce global recovery and make world financial crisis less worrisome. However, The U.S. Federal Reserve’s latest round of quantitative easing (QE2) intends to purchase a further $600 billion of longer-term Treasury securities by the end of the second quarter of 2011. QE2 has further escalated the currency war by producing a crippling bout of deflation in Europe and Asia in the greater degree and conversely, considerable period of inflation on the U.S. domestic front. Stock market, crude oil, and gold hit all time record high, especially jacks up gold price to US$ 1,400 per ounce. Weaker U.S. dollar and an aftermath astronomical short run inflow of capital from U.S. and Europe to Asian countries result in fast and furious appreciation of Asian currencies. Thai economy in 2010 benefit from several helpful factors ranging from lower interest rate, stable construction materials’ price, tax incentive for home buyer, infrastructure related spending “Strong Thailand” (Thai Kem Kank) from government. Thailand stock index has surpassed 1000 pts level and GDP has reached 7.8% growth rate as oppose to -2.3% growth rate of prior year. Political turmoil in a more severe pattern led by several radical groups of people continued to undermine Thai economy. A historical flood in October 2010 left a serious collateral damage to several provinces which the Government had to allocate fund to alleviate the situation. Housing projects from private sector was facing a headwind. Strong Thai Baht nearly hit 29 Baht / US$, its highest peak in 13 years time, spread fears among exporter. All these affected directly to confidence of both domestic and international investor, without a doubt, result in shrinking total investment volume. It is expected to be rarely grown in the 2011 world economy., since there are many negative reasons; currency fluctuation, continuous debt issues in Europe, home mortgage risk and remained unemployment rate at uncomfortably high of U.S.A, strict fiscal and monetary policy of several countries across Asia to stop inflation, tension in Korean peninsula, and many political uprisings in Middle East and North Africa, i.e. Libya, Yemen, Bahrain, Morocco, and Djibouti, all of which are oil producer and significantly possess oil reserve that in turn fire London Brent crude spike at US$ 110/Barel, the highest in 2 years period, on Mar 2011. Thailand economy in 2011 would post modest positive growth in lower level comparing to the previous year. The positive factors are subsidy and stimulus measures from government in term of free electricity bill, fixed diesel/LPG price, “Strong Thailand” (Thai Kem Kank) as well as the project attempting to solve non-institutional/bank debt for poor people, and last but not least, transportation mega project (Purple line from Bangsue to Bang Yai, Pink line from Pak Kret to Min Buri, Red line from Bangsue to Taling Chun, and Green line from Mochit to Saphan Mai/Bearring to Samut Prakarn). Cost push inflation more likely will put an upward pressure on domestic interest rate. On March 9, 2011 Bank of Thailand, The Monetary Policy Committee (MPC) decided unanimously to raise the policy interest rate by 0.25%, from 2.25% to 2.50%, signaling all commercial banks to raise their interest rate. In addition, the tax incentive for property buyer is expired as well as the rigid preventive action policy from Bank of Thailand for commercial bank effective on January 1st, 2011, is issued by setting the loan to value (LTV) limit for condominium and housing purchases. For condominium units costing less than Bt10 million, the LTV is capped at 90 per cent. This new controlling policy is aim to bring more stability into property market. Nevertheless, we believe that all difficulties per se will not significantly impact the property market, especially the segment of condominium nearby transportation network, as it is evidently been seen from the growth of high demand in condominium purchasing as well as the respective loan given by commercial banks

noble development public company limited | annual report 2010

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Shareholders

The First Ten Major Shareholders at closing date of share registered book, May 6, 2010 are as the following:

Shareholders’ Name

Number of Shares

% of Paid up Capital

Thai NVDR Company Limited

82,367,500

Thanakitamnuay Group

52,947,879

Mr. Kitti Thanakitamnuay

36,330,919

7.96

Mr. Piya Thanakitamnuay

16,616,960

3.64

Mr. BIENVENIDO A.III TAN

33,051,600

Mr. Vichian Jiragranon

29,660,600

6.50

21,078,800

4.62

15,837,555

3.47

Mr. ANTONIO JOSE JR.PERIQUET

Mr. Nawee Sribhadung

18.04 11.60

7.24

Mrs. Manee Prasobboonmeechai

13,240,754

2.90

Mr. Somkiat Jinagate

12,257,081

2.69

Miss. Chansri Ampornsuwan

10,925,761

2.39

Viravan Group

Dr. Amnuay Viravan

12,136,703

2.66

Samvest Company Limited

4,778,265

1.05

Amvest Company Limited

2,389,131

0.52

Total

19,304,099

290,671,629

4.23

63.68

“Investors can acquire updated shareholders information from the Website www.noblehome.com”

Dividend Policy The Company has a dividend policy to pay dividend to shareholders by considering Company’s operating result, business ex- pansion and other related factors. The Company’s minimum dividend payout ratio is not less than 25% of the net profit. However, the aforementioned policy shall be in accordance with the resolutions of shareholders’ meeting. Regarding the Company’s operating result in 2010, the Board of Directors passed the resolution to propose at the annual general shareholders’ meeting held on April 22, 2011 to approve the 2010 annual dividend payment of Baht 0.45 per share Dividend Policy of Subsidiaries - None -

noble development public company limited | annual report 2010

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Organization Chart

Board of Directors Audit Committee Nomination Committee

Chief Executive Officer

Remuneration Committee

Managing Director

Support Line

Managing Director Officer

Project Operation and Information Technology Line

Internal Audit Line

- Corporate Finance Department

- Project Operation Department 1-4

- Accounting Department

- Investment Analyst Department

- Finance Department

- Marketing and PR Department

- Legal Service Department

- Information Technology Department

- Legal Department

- After Sales Service Department

- Human Resources Development Department

- Project Legal Department

noble development public company limited | annual report 2010

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The Board of Directors

The structure of the Company’s directors consists of the followings: • The Board of Directors

8

persons

• The Audit Committee

4

persons

• The Nomination Committee

4

persons

• The Remuneration Committee

5

persons

The Board of Directors As of December 31, 2010 the Company has 8 directors as follows. • Executive Directors

4

persons

• Independent Directors

4

persons

50 % of the members of the Board are Independent Director. 1. Mr. Kitti

Thanakitamnuay

Chairman

2. Mr. Thongchai

Busrapan

Vice Chairman

3. Mr. Sitti

Leelakasamelerk

Vice Chairman, Member of the Nomination Committee

and Member of Remuneration Committee

4. Miss Vasana

Thieansirisak

Director

5. Mrs. Boonperm

Jiamtiranat

Independent Director, Chairman of the Audit Committee,

Member of the Nomination Committee and

Member of Remuneration Committee

6. Mr. Narong

Independent Director, Member of the Audit Committee,

Taychachaiwong

Chairman of the Nomination Committee and

Member of Remuneration Committee

7. Mr. Surachet

Independent Director, Member of the Audit Committee,

Suboonson

Member of the Nomination Committee and

Chairman of Remuneration Committee

8. Asst. Prof. Dr. Somchai

Independent Director, Member of the Audit Committee

Supattarakul

and Member of Remuneration Committee

The Company’s Secretary: Miss. Ketsaraporn Yanasarn

The Board of Directors’ scope of duties and responsibilities: (1) To perform their duties cautiously and faithfully in compliance with laws, under the scope of the Company’s objective and Articles of Associations, together with the shareholders’ resolutions for the maximum benefits of the shareholders. (2) To set the Company’s business plan, strategies, goals, policies and budget together with the Management. (3) To supervise, monitor and assess the Management to effectively and transparently perform their duties in accordance with the Company’s policy and business plan. (4) To review and ensure the efficiency of the internal control system to ensure that the Company’s Financial Statements is reliable, accurate and correct, and to prevent the fraudulence in using the Company’s properties and improper transaction between the related parties. (5) To establish the appropriate structure of the Board of Directors in order to create the balance of power, adequate and appro priate management monitoring.

noble development public company limited | annual report 2010

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The Board of Directors (Cont’d)

In 2010, the Board of Directors held 34 meetings; 16 regular meetings and 18 sub-meetings, details of attendance is as follows:

No. of meeting attended (Times) Regular meeting

Sub-meeting*

1. Mr. Kitti

Thanakitamnuay

16

15

2. Mr. Thongchai

Busrapan

16

18

3. Mr. Sitti

Leelakasamelerk

16

18

4. Miss Vasana

Thieansirisak

16

17

5. Mrs. Boonperm

Jiamtiranat

16

2

6. Mr. Narong

Taychachaiwong

16

2

7. Mr. Surachet

Suboonson

16

17

8. Asst. Prof. Dr. Somchai

Supattarakul**

13

-

* Sub-meetings are arranged to consider the operation issues that do not affect the Company’s management policy, e.g. the request of projects’ utilities, house registration numbers, bank accounts opening etc. Thus, the Board of Directors has assigned 5 directors composing Mr. Kitti Thanakitamnuay, Mr. Sitti Leelakasamelerk, Mr. Thongchai Busrapan, Miss Vasana Thieansirisak, and Mr. Surachet Suboonson to attend the meetings. If any of the 5 directors is unavailable for any meeting, the Company will invite other directors to constitute the meeting. ** Asst. Prof. Dr. Somchai Supattarakul has been the director of the Company since March 9, 2010.

noble development public company limited | annual report 2010

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The Audit Committee

As of December 31, 2010, the Company has the Audit Committee as follows. 1. Mrs. Boonperm

Jiamtiranat

Chairman of the Audit Committee

2. Mr. Narong

Taychachaiwong

Member of the Audit Committee

3. Mr. Surachet

Suboonson

Member of the Audit Committee

4. Asst. Prof. Dr. Somchai Supattarakul

Member of the Audit Committee

The Audit Committee’s Secretary : Mrs. Angkana Intravichien The Audit Committee is consisted of 3 members of the Audit Committee who have adequate knowledge and experiences to reviewcreditability of the financial reports, who are Mrs. Boonperm Jiamtiranat as Chairman of the Audit Committee, Mr. Surachet Suboonson as a member of the Audit Committee and Asst. Prof. Dr. Somchai Supattarakul as a member of the Audit Committee. The Company indicates the committee background qualifications in the certificate and biography of the audit committee which already seen submitted for SET

The Audit Committee’s scope of duties and responsibilities: (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 Stock 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 remu neration, 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 Stock 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 to ensure that they are in compliance with the Stock Exchange’s regulations; (7) to perform any other act as assigned by the Company’s board of directors, with the approval of the audit committee.

noble development public company limited | annual report 2010

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The Nomination Committee

As of December 31, 2010, the Company has the Nomination Committee as follows : 1. Mr. Narong

Taychachaiwong

Chairman of the Nomination Committee

2. Mrs. Boonperm

Jiamtiranat

Member of the Nomination Committee

3. Mr. Surachet

Suboonson

Member of the Nomination Committee

4. Mr. Sitti

Leelakasamelerk

Member of the Nomination Committee

The Nomination Committee’s scope of duties and responsibilities: (1) To set the qualification requirements of directorial candidates in accordance with the balance of knowledge, experience and expertise, to consider independent directors, and devoting the time to board duties. (2) To determine the selection process for candidates that best suites the Company’s unique characters. For example, the com mittee may proposed the current directors be reappointed, or inquire the directors to nominate suitable candidates. (3) To select persons whose qualifications best meet the criteria prescribed by laws and regulations to the board and the board then considers the selected candidates in the notice of the shareholders’ approval.

noble development public company limited | annual report 2010

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The Remuneration Committee

As of December 31, 2010, the Company has the Remuneration Committee as follows: 1. Mr. Surachet

Suboonson

Chairman of Remuneration Committee

2. Mrs.Boonperm

Jiamtiranat

Member of Remuneration Committee

3. Mr.Narong

Taychachaiwong

Member of Remuneration Committee

4. Mr. Sitti

Leelakasamelerk

Member of Remuneration Committee

5. Asst. Prof. Dr. Somchai Supattarakul

Member of Remuneration Committee

The Remuneration Committee’s scope of duties and responsibilities: (1) Consider the forms of and criteria for the remuneration of directors and Chief Executive Officer. To construct an appropriate and fair remuneration package, the Committee should go through the following steps: • Review the forms and criteria of the existing remuneration package by referring to other remuneration packages of other companies in the same industry. • Review each form of remuneration packages by considering the appropriate amount and proportion of each form. For instance, the remuneration may take in to account from performance and size of the company, including knowledge, capabilities and experience required from directors and Chief Executive Officer. The Remuneration to the Directors should be appropriated and sufficient enough that encourages the directors to limit the number of directorship in other companies, so that directors will have sufficient time to attend board meetings and perform their duties effectively. (2) Establish the criteria for evaluating the performance of Chief Executive Officer and propose those criteria to the Board of Directors for approval. (3) Determine the annual remuneration packages of Directors and Chief Executive Officer in accordance with established criteria, while the performance of the Chief Executive Officer is also part of the remuneration criteria, and then propose the established criteria to the Board of Directors for approval. For the Director’s remuneration, the Board of Directors must propose to the Shareholder’s meeting for considering and approval. (4) If the Company wishes to reward its directors and employees with ESOP, the committee should consider and determine how the term and conditions of the program will encourage directors and employees to devote themselves to create long-term value for shareholders and retain high quality personnel. However, the committee should ensure that directors and employees are not overpaid and the scheme is fair to shareholders. Moreover, according to SEC regulations, should any director or employee be entitled to more than 5% of the total securities being distributed, the committee has to consider to suitability of the program in this case and give approval.

noble development public company limited | annual report 2010

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The Executives

As of December 31, 2010 the Company’s Executives are as follows: 1. Mr. Kitti

Thanakitamnuay

Chief Executive Officer

2. Mr. Thongchai

Busrapan

President and Acting Executive Vice President : Project Operation

and Information Technology Line

3. Mr. Sitti

Leelakasamelerk

Executive Vice President : Support Line

4. Miss Vasana

Thieansirisak

5. Mrs. Angkana

Intravichien

Senior Vice President : Corporate Finance Department

noble development public company limited | annual report 2010

Vice President : Accounting and Finance Department

page 01 | 027


Nomination of the Board of Directors and Remuneration

The nomination of the Board of Directors will be approved by the shareholder’s meeting. The Nomination Committee will consider and determine the qualifications of directorial candidates that best suits with the Company and propose the candidates to the Company’s directors. The Company’s directors will propose the candidates in the Shareholders’ meeting for elect the Board of Directors via the following manners: 1) In every Annual General Shareholder’s meeting, one-third of the total number of directors will complete their term, if number of directors is not divisible by one-third, the closest number is acceptable. A drawing process is used to determine who will end their term in the first and second year after the registration of the company. For the following year, directors who have served the longest period will resign. The resigning directors could be selected again and could therefore return to their positions as the director. (2) In other case of (1), whenever there is a vacancy for the position of director, the resolution of the Board of Directors not less than three-fourths of the remaining directors can select a person who meets all the relevant qualifications and who abides by the public limited company regulations as a replacement director in the next Board of Directors’ meeting, except in case when the remaining term of service is less than two month, a replacement director’s term is limited to the remaining term of the director he is replacing. (3) The shareholders’ meeting will elect the Board of Directors via the following manners: • Each shareholder shall have a number of votes equal to the number of shares held. • Each shareholder shall use his entire vote as prescribed in clause 1 to nominate one, or several persons as director but the shareholder cannot allot his votes to any person in any number. • The candidates with the highest vote, ranked in descending order shall be appointed as directors until all of the director positions are filled. Incase of a tie vote, the Chairman of the meeting shall have an additional casting vote. Regard of the Company’s articles of association, the shareholders’ meeting may pass a resolution removing any of directors prior to the expiration of the director’s term office, by the vote of not less than three quarters of the number of shareholders attending the meeting, having the right to vote with the share held in total not less than half of the total shares held by the shareholders attending the meeting and having the right to vote. To comply with good corporate governance practice and to portray equitable and fairness treatment of all shareholders, the Company provides the opportunity for all shareholders to propose candidate to be nominated as the director prior to the Annual General Shareholders’ Meeting. To consider, scrutinize, and select the qualified candidate to be nominated as the director and able to perform duty effectively for the Company’s maximum benefit, the Company specified detail, criteria and the announcement on Company’s website www.noblehome.com

noble development public company limited | annual report 2010

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Nomination of the Board of Directors and Remuneration (Cont’d)

Remuneration for the year 2010 Remuneration in Monetary Value - Board of Directors The Board of Director of the Company and Subsidiaries are the same board. The remuneration of each director is included in the Company’s remuneration. The directors receive yearly remuneration as followed:

Unit : Baht / Year Board of Directors

The Audit Committee

The Nomination Committee

1. Mr. Kitti

Thanakitamnuay

55,000

-

2. Mr. Thongchai

Busrapan

50,000

-

-

-

3. Mr. Sitti

Leelakasamelerk

50,000

-

50,000

50,000

4. Miss Vasana

Thieansirisak

50,000

-

-

-

5. Mrs. Boonperm

Jiamtiranat

50,000

380,000

50,000

50,000

6. Mr. Narong

Taychachaiwong

50,000

300,000

50,000

50,000

7. Mr. Surachet

Suboonson

50,000

300,000

50,000

50,000

50,000

300,000

-

50,000

8. Asst. Prof. Dr. Somchai Supattarakul

-

The Remuneration Committee

-

- Executive Officers Total Remuneration for the Company’s executive officers (5 persons) was Baht 34,314,600 comprised of salary, bonus, and contributions to the provident fund. The Remuneration Committee of the Company considers the remuneration forms and criteria for the directors and the executive officers to be clearly, transparently and fairly determined based on the identical and comparable firms in same industry. Remuneration for the directors and the Audit Committee are then determined and approved by the Board of Directors and the shareholders’ meeting, respectively. To promote fairness, motivation, and Company’s maximum benefits, the executive officers’ remuneration is set to correspond with the Company’s performance and each director’s performance. Other Remuneration - None -

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Board of Directors and Executive Officers

Mr. Kitti Thanakitamnuay Chairman and Chief Executive Officer Education

Experience

B.A., Political Science, Chulalongkorn University

Present » Chairman and Chief Executive Officer Noble Development Public Company Limited

Training from Thai Institute of Directors Association Director Accreditation Program (DAP) Class 71/2008

» Managing Director Continental City Company Limited Research and Consultant Company Limited

Number of Shares 36,330,919 shares

Ban Suk Sabai Company Limited » Director Ban Siam Holdings Company Limited

Number of Shares Changed in 2010 No

Mr. Thongchai Busrapan Vice Chairman, President and Acting Executive Vice President: Project Operation and Information Technology Line Education

Experience

Master of Science in Management SASIN Graduate Institute

Present » Vice Chairman and President

of Business Administration of Chulalongkorn University

Noble Development Public Company Limited » Director

Training from Thai Institute of Directors Association

Continental City Company Limited

Director Accreditation Program (DAP) Class 52/2006

Research and Consultant Company Limited

Number of Shares

N.K.Energy Conservation Company Limited

20,000 Shares Number of Shares Changed in 2010 No

Ban Suk Sabai Company Limited » Acting Executive Vice President: Project Operation Development And Information Technology Line Noble Development Public Company Limited

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Board of Directors and Executive Officers (Cont’d)

Mr. Sitti Leelakasamelerk Vice Chairman, Member of the Nomination Committee, Member of the Remuneration Committee and Executive Vice President: Support Line Education

Experience

B.A., Accounting, Chulalongkorn University

Present » Vice Chairman, Member of the Nomination Committee and Member of the Remuneration

Training from Thai Institute of Directors Association

Committee

Director Accreditation Program (DAP) Class 11/2004

Noble Development Public Company Limited » Director

Number of Shares

Continental City Company Limited

-

Research and Consultant Company Limited Ban Suk Sabai Company Limited

Number of Shares Changed in 2010

» Executive Vice President: Support Line

No

Noble Development Public Company Limited » Independent Director, Chairman of the Audit Committee and Risk Management Director Khon Kaen Sugar Industry Public Company Limited

Miss Vasana Thieansirisak Director and Senior Vice President: Corporate Finance Department Education

Experience

Master of Science, Managerial Accounting and Master of

Present » Director

Sci ence, Economic Law Chulalongkorn University

Noble Development Public Company Limited Continental City Company Limited

Training from Thai Institute of Directors Association Director Accreditation Program (DAP) Class 45/2005

Ban Suk Sabai Company Limited » Managing Director S&P Property Management Company Limited

Number of Shares Number of Shares Changed in 2010

» Senior Vice President: Corporate Finance Department Noble Development Public Company Limited

No

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Board of Directors and Executive Officers (Cont’d)

Mrs. Boonperm Jiamtiranat Independent Director, Chairman of the Audit Committee, Member of the Nomination Committee and Member of the Remuneration Committee Education

Experience

B.A., Accounting, Chulalongkorn University

Present » Independent Director, Chairman of the Audit Committee, Member of the Nomination

Training from Thai Institute of Directors Association

Committee and Member of the Remuneration

Director Accreditation Program (DAP) Class 13/2004

Committee

Director Certification Program (DCP) Class 81/2006

Noble Development Public Company Limited » Independent Director, Member of the Audit

Number of Shares

Committee and Chairman of

-

Corporate Governance Committee Surapon Foods Public Company Limited

Number of Shares Changed in 2010 No

» Director Noble Estate Company Limited

Mr. Narong Taychachaiwong Independent Director, Member of the Audit Committee, Chairman of the Nomination Committee and Member of the Remuneration Committee Education

Experience

B.FA., Fine Art, University of Central Florida, USA.

Present » Independent Director, Member of the Audit Committee, Chairman of the Nomination

Training from Thai Institute of Directors Association

Committee and Member of the Remuneration

Director Accreditation Program (DAP) Class 2/2003

Committee Noble Development Public Company Limited

Number of Shares -

» Chairman and Chief Executive Officer Inter-Far East Engineering Public Company Limited

Number of Shares Changed in 2010 No

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Board of Directors and Executive Officers (Cont’d)

Mr. Surachet Suboonson Independent Director, Member of the Audit Committee, Member of the Nomination Committee and Chairman of the Remuneration Committee Education

Experience

B.A., Accounting, Thammasat University

Present » Independent Director, Member of the Audit Committee,

Training from Thai Institute of Directors Association Director Accreditation Program (DAP) Class 64/2007

Member of the Nomination Committee and Chairman of the Remuneration Committee Noble Development Public Company Limited

Number of Shares Number of Shares Changed in 2010 No

Asst. Prof. Dr. Somchai Supattarakul Independent Director, Member of the Audit Committee and Member of the Remuneration Committee Education

Experience

Ph.D.in Accounting, University of Texas at Austin, U.S.A.

Present » Independent Director, Member of the Audit Committee and Member of the Remuneration

Training from Thai Institute of Directors Association -

Committee Noble Development Public Company Limited » Assistant Professor of Faculty of Commerce

Number of Shares

and Accountancy, Thammasat University

Number of Shares Changed in 2010 No

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Board of Directors and Executive Officers (Cont’d)

Mrs. Angkana Intravichien Vice President: Accounting and Finance Department Education

Experience

Master of Business Administration, NIDA

Present » Vice President: Accounting and Finance Department

Training from Thai Institute of Directors Association

Noble Development Public Company Limited

Number of Shares Number of Shares Changed in 2010 No

* Remark All of the company’s executive officers do not hold the Company and its subsidiaries’ debentures

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Corporate Governance

Realizing the importance of good corporate governance, the primary factor in enhancing effective management system, reflecting high standard and transparent management, leading the Company to achieve a sustainable growth, and building up confidence to shareholders, foreign and domestic investors, stakeholders including customers and creditors; hence, the Company adopt the corporate governance principles set by the Stock Exchange of Thailand as the guideline in operation and consider as the core business policy. In the Board of Director’s meeting no.2/2008 on 26 February 2008, the Board of Director approved the Company’s corporate governance and acknowledged to the Board of Director, Management, and employees. The Company’s corporate governance covers area of - Board of Directors’ responsibilities - Equalities of Shareholders - Roles of the Stakeholders - Information Disclosure and Transparency - Internal audit and Risk Management The Company publicizes the operations and activities in 2010 regarding corporate government through www.noblehome.com, summarized as follows: 1. Rights of the Shareholders: The Company embraces the importance of all shareholders’ rights. All of Company’s shareholders shall have these following rights: • Rights to receive and transfer shares. • Rights to receive the adequate information on timely basis. • Rights to share Company’s profit under the equality ground. • Rights to attend the meeting and vote for the significant policy or decision of the Company and the right of shareholders that the Board of Directors must address and gain vote from the shareholders’ meeting. • Rights to appoint and discharge Company directors, and to approve the independent auditors. • Rights to voice their opinions and make joint decision making as well as to raise the question during the shareholders’ meeting. • Other legal rights. Noble Development organizes an Annual General Shareholders’ Meeting within four months after closing date of its fiscal year according to the law. In some urgent cases, the Company may call for an irregular shareholders’ meeting, whose agenda shall affect the interest of shareholders or the change of rule and legal aspect that must be approved by shareholders. This irregular shareholders’ meeting will be conducted on case by case basis. The Company shall give notice before calling the meeting and distribute both Thai and English version of an agenda, supple- mentary documents, and the opinion from Audit Committee, if any, to all shareholders at least 7 days in advance, including three consecutive days of notice on newspaper at least three days prior to the meeting. All the meeting agenda details will be available on the Company’s website, www.noblehome.com, 30 days prior to the meeting date, so that the shareholders may have sufficient time for investigation before making their decisions. Time and location of the meeting will be base on the utmost respect to shareholders convenient.

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Corporate Governance (Cont’d)

The Company provides an opportunity to shareholders to propose subject matters to be included as the agenda and to propose candidate to be nominated for director (Please refer to “Equality of the shareholders” section). The Company also encourages every shareholder to submit their questions through the Company’s website prior to the meeting. The Company arranges the meeting at the appropriate time, date, place to be convenient for shareholders. The Company also allows the shareholders register at least 1 hour and 30 minutes prior to the meeting which is adequate of time. Additionally, the Company employs the barcode system to make it easy for registration. At least 6 directors from the Board of Directors shall attend the shareholders’ meeting, including at least 2 from the Audit Committee. Chairman of the Board of Directors shall attend every shareholders’ meeting to answer questions and concerns posed by shareholders. Allocating enough time for the meeting and discussion, the Chairman conducts each meeting suitably and transparently, allowing thorough expression of views and queries before each ballot round under the free vote atmosphere. The minutes of a meeting will be recorded, summarized, stored for, being inspected, and sent to the Stock Exchange of Thailand afterward for shareholders and investors information. The Company received the full 100 scores from the 2010 Annual General Meeting evaluated by Securities and Exchange Commission, Thai Investors Association and Listed Companies Association. 2. Equality of the Shareholders: Other than Rights of the Shareholders, the Company values and treats all shareholders fairly procedures to propose subject matters to be included as the agenda and to propose candidate to be nominated for director. To promote transparency, criteria to propose subject matters to be included as the agenda is clearly defined according to the information publicized on the Company’s website. The same concept apply to propose candidate to be nominated as the director, the criteria is posted on the website. www.noblehome.com In case the shareholders can not self-attend the meeting, the Company proposes that the shareholders can appoint the inde- pendent director as the proxy. The Company use proxy form according to Department of Business Development’s 5th notification 2007, which has 3 different form; Type A, Type B and Type C. All kind of form is applicable at shareholder’s option and can be downloaded at the Company’s website. However the Company had sent Type B proxy form accompanying with invitation letter for shareholder meeting. Type B proxy form is the restricted form in which all the voting agendas are specific, for example shareholder can use this form to nominate director one by one. In case the shareholders can not self-attend the meeting, the Company proposes that the shareholders can appoint the independent director as the voting representative. The meeting will be conducted in sequence of agenda as specified in the invitation and no additional agenda without prior notice to shareholders. The Company uses voting tickets to allow each shareholder equal opportunity and for transparency and inspection issues. For appointing the Board of Directors, each director will be elected in each ballot round and the Company gives the opportunity to the shareholder to elect the individual directors as one share one vote. In case of conflict of interest that might occur in any given voting, the decision of the people who is considered as interested party will not be counted. The company has set up the measure to prohibit directors, executives, and employees from using internal information for personal benefit or abusive self-dealing. For instance, insider trading, open unpublicized information to person relates to directors and executives which can cause damage to shareholders. (Please refer to “Internal data use control”) During 2010, neither the Company received any petition regarding violation basic rights of shareholder nor the Directors and executives pursued insider trading case, proving the effectiveness of misconduct control in this regard.

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Corporate Governance (Cont’d)

3. Role of the Stakeholders: The Company has the policy to serve mutual benefits among itself, and internal and external stakeholders e.g. shareholder, management, employee, customer, creditor, competitor, government, and all relevant agency including society and community. The Board of Directors determines the clear policy and discipline which is notified in Corporate Governance and Business Code of Conduct for stakeholders to coordinate between the Company and stakeholders. By cooperating among itself and interested party to benefit business operation and build up confidence as well as enhance potential, we, therefore, promote the coherence and trust among every party in order to sustain our competitiveness and stability in expansion. • Shareholders: In order to be the best representative of our shareholders to achieve a sustainable growth and com- petency, under a transparent code of conduct, the Company publishes all the relevant information through Company’s website, organize analyst meeting quarterly, and has the road show for international investors. (Please refer to “Information Disclosure and Transparency”) • Customers: As our most important supporters and stakeholders, we value our customers and do our best to protect their benefit. The Company aims and acknowledges all employees that after sale service as its best, the doorstep, is not the end of relationship but it is where is the relationship starts. We develops not only the design, the quality and the standard of our houses, but also the after-sale project management division to maintain a pleasant environment and offer maintenance service to the customer before condominium juristic person or house juristic person is established. Moreover, we offer the information about our house’s designs and materials, so that the customer can compare our quality and standard with others. The Company also emphasizes on preservation of customer’s information for misused dealing. • Employee : the most important human resource to the Company, the key drives to success. The Company’s business ethical code of conduct has been written that employees are treated equally and fairly, including appropriate compensation, welfare and fringe benefit including pension fund, life insurance, health insurance, financial aids for maternity, death of parents, annual excursion, “Noble Champion Cup” sport event to encourage relationship in the work- place, and 24-hour security in the workplace to protect employment from crime and robbery. The Company also encourages training and development to enhance competency for present responsibility and line of works. Moreover, the employees are able to participate with the executive officers to establish goals of the Company. • Competitors: We promote the free-trade policy and fair competition under the legal regulation and business ethic and avoid unfair competition to defeat competitors. • Partners: For mutual benefit between the Company and our partners, we transparently and fairly select our contractors (partners), and follow every contract strictly. Generally, the contract already includes the labor and the material cost. In the situation of material shortage while the Company has better negotiation position, we offer our hand in negotiating for a better solution in order to support our contractors. • Creditors: Although we have a strong financial status and liquidity, we values the importance of the financial support from our investors and financial institutions. Therefore, we will maintain our financial status and adhere to the strict policy as best as we have done so far. • Government and Relevant Agency: The Company respects and follows the relevant laws and regulations strictly. We emphasize and understand the intention and objective of each of every related land and building Act e.g. Land Allocation Act, Condominium Act, Building Construction Control Act in order to advantage our customer, environment, community and society.

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Corporate Governance (Cont’d)

• Human rights: The Company honor to rights and freedom of human being. The Company encourages management and employee to respect basic human rights to conform with Universal Declaration of Human Rights (UDHR) and carry on this principle to be part of daily operation. The Company is against all activities that may violate the rules of law and human rights. • Intellectual property and copyrights: The Company honors the merit of intellectual property and copyrights, so that every computer or internet operation will have to conform with “Computer-Related Crime Act” B.E. 2550 (2007). The Company hereby discourages management and employee in use of pirate software and other products that violate intellectual property and copyrights. The Company only use products, computer and software that has copyrights and abided by every related law. • Community, Society and Environment: As a Thai Company, we realize that although profit is the ultimate goal but it should not base on unfair or disturbance basis but responsible to community, society and environment by complying to policies, rules, and regulations. Therefore, we develop our after-sale project management division to maintain a pleasant environment and offer maintenance service to the customer even after the proprietorship is transferred. For social activities, the Company created the new community namely “Noble ID” to bring a whole new experience and share a good thing to Noble ID members and also to non-Noble Development clients with no expense . On Nov 20th, 2010, the company organized the social event “Ruam Num Jai Chuay Pai Nam Tuam” (after flood relief program), in this uplifting event, management and employee visit the flood-damaged community in Amphur Bangban and Amhur Bangsai in Ayudhaya province to provide food, clothes, medicine, and school supplies. For environmental and energy preservation, the Company encourage executives and employee to save energy by turn off air conditioner when not use, turn off electricity during the lunch break. The Company tries its best effort and most possible way to reduce global warming. The Company has launched the campaign to motivate consciousness of management and employee in using available resource wisely. The allocation of resource must be effective and efficient for instance, recycling the office paper, the repair and reuse computer appliance and office supplies. The Company has strong determination to pursue clean and transparent business. The Company prohibits management and employee from bribery and corruption with any related parties. The Company forbid all the activities and that is lawfully wrong, and apply it to the Company’s policy, officially announce it throughout the organization. The Company gives the opportunities for the conflicted or related persons to express their opinions regarding the Company’s operation or complain on unfair treatment, unlawful and unethical actions through www.noblehome.com. The central division will then pass these matters to executive afterward. 4. Information Disclosure and Transparency: Other than disclosure according to criteria of the Stock Exchange of Thailand, the Company emphasizes on the importance of the correctness, transparency, up-to-date and accessibility of financial, project progress, and performance to shareholders, investors, and related parties through every SET’s channel, mass media, and www.noblehome.com, both in Thai and English version. Those who have inquiries, comments, and suggestions can post them via the earlier website. Moreover, the Company also distributes the information, project details, development, and real estate tips, shareholder structure, Company structure, invitation and minutes of the shareholder’s meeting, and annual report which can be downloaded from the website. Moreover, the Company regularly set up the analyst meeting quarterly to open a forum where our management attends to answer the inquiries from the investors, analysts, and interested parties. In addition, the Company has a roadshow program in order to update the Company’s information and progress to the foreign investors. Any further information, please contact Ms.Vasana Thieansirisak at 02-251-9955 ext. 1400-1401 and the e-mail address vasana@noblehome.com, or visit us at www. noblehome.com.

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Corporate Governance (Cont’d)

The Board of Directors realizes their great responsibility of financial statement disclosure. Financial statement must present with correction, consistency, and completion of financial status and performance and sufficient notes. The Company must employ appropriate accounting policy, exercise it regularly and has the audited financial statements and comply with generally accepted accounting principles and related rules and regulations. The Company’s financial statement was audited by Pricewaterhouse ABAS, expressing its opinion in the auditor’s report in the annual meeting already expressing unqualified. Also, the Board of Directors is responsible for the accuracy of all material information in annual report. The Board of Directors has the duty to attend the meetings. There were 34 meetings held in 2010. (Please refer to “The Board of Directors” section) The Company’s board of directors has set up the audit committee who are independent directors to review quality of financial statement, internal control, and, risk management control. Please see in “The Audit Committee’s Report” section. In 2009, the Board of Director has the resolution to appoint the Nomination Committee to consider and determine the qualifications of directorial candidates that best suits with the Company and propose the candidates to the Company’s directors. Subsequently, the Company’s directors will propose the candidates in the Shareholders’ meeting for elect the Board of Directors. In addition, the Board of Director has the resolution to appoint the Remuneration committee to consider the criteria and form of remuneration of the directors and managements before presenting to the Company’s Board of Director and then presenting to the shareholder meetings for approval afterward. The Company has defined scopes, roles, and responsibilities for Board of Directors, Audit Committee, Nomination Committee, Remuneration Committee and Management. The corporate governance policy has been clarified regarding the related parties especially the external parties. Policy guidance of corporate governance was approved by board of directors. To prevent and avoid the conflict of interests, the Company does not allow its directors and management, their spouses and children under legal age, to use inside and nonpublic information to take advantage for their own interest. The directors and executives have duty to submit the report regarding any security holding and change on their security holding on the same day as submit to Securities and Exchange Commission and inform matter of security holding once a year including report of change in security holding every time any changes occur. (Please refer to “Monitoring the utilization of internal information” section). In addition, the Company sets the very strict policy regarding the approval of transactions between the related parties. Their decision will not be counted as they are considered as interested party. 5. Board of Directors’ responsibilities: 5.1 Board of Directors’ structure. Board of Directors consists of 8 directors, as of 31 December 2010, - 4 executive directors - 4 independent directors The number of independent directors represents 1/2 of the entire board. All directors are characterized by reputable, knowledgeable, experienced, and unbiased. They are not under management’s authority, capable of investigation, able to balance other director’s power and exercises independent objection. It is confident that operation of the company is managed freely, clearly, and transparently. To comply with the Corporate Governance by clearly separating the role, power, and responsibility for balancing business operation, the Board of Directors determines that the Chairman must not be the same person as Managing director. The 1/2 structure of independent director creates the appropriate balancing of power and transparent checking and monitoring.

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Corporate Governance (Cont’d)

5.1.1 Term of board of directors Under the Company’s articles of association, in every annual shareholders meeting, at least one third of board of directors must resign. In the case that three can not be divided evenly, the closet number is accepted. For the first and second year after the company has set up and registered, the resigned directors are determined by randomly drawing, after that the directors who stay longest must resign. However, the resigned director can be re-elected. The term of director is detailed in corporate governance. When director’s term has come to the end, the Nomination committee will select the reputable, knowledgeable, and experienced as a candidate director and presenting to the shareholder’s meeting for approval (Please see in Nomination committee). 5.1.2 Appointment of Company’s director in other company According to the Company’s articles of association, the Company’s director is not allowed to be appointed in any board of directors or shareholder or partner of either the company or the other kind of business entity, whose business activity is the same with the Company or can be a direct competitor with the Company except giving notice to the shareholders meeting prior to the appointment. The same rules apply to subsidiaries, to completely conform the good corporate governance concept set forth by Stock Exchange of Thailand, In 2010, none of Company’s directors was the directors in subsidiaries or other companies more than 5 com panies. Those who are directors of subsidiaries and other company per se, according to the Board of Director, have no significant effect on Company’s operations and that companies are appropriate for the Directors. (Please refer to “Board of Directors and Executive Officers” section). 5.1.3 The corporate secretary The Board of Directors had a resolution to appoint the corporate secretary who will manage the shareholder’s meeting and management’s meeting and following up their resolutions as well as encourage and manage the directors to operate under the law and related rules and regulations. Moreover, the corporate secretary duties include managing and storing the meeting’s supplementary documents as follows • Director registration • Invitation letter for Board of Director meeting, minute of Board of Director meeting and Company annual report. • Invitation letter for Shareholder meeting • Keeping the related-transaction and conflict of interest report submitted by directors and executives • Other duties as specified by SET and SEC. 5.2 Subcommittee The Company appointed 3 subcommittees in order to follow up and control the company’s operation and report to the Board of Director regularly. This is consisted of Audit committee, Nomination committee, and Remuneration committee. 5.2.1 Audit committee The Company’s Board of Directors has set up the Audit Committee with 2 years term, fully-experienced in internal control and financial statement to achieve complete, adequate, and transparent financial report. Structure, scope, duty, and responsibility of Audit Committee are set forth by the Stock Exchange of Thailand (Please refer to “The Audit Committee” section). The Chairman of the Audit Committee does the report in order to disclose in annual report and 56-1 report.

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Corporate Governance (Cont’d)

5.2.2 Nomination committee The Company’s Board of Directors has set up the Nomination Committee with 3 years term to consider the criteria and process to select the appropriate qualified person to be a director and executives. Structure, scope, duty, and responsibility of Nomination Committee are set forth by the Stock Exchange of Thailand (Please refer to “The Nomination Committee” section). The Nomination Committee reports to the Board of Directors at least once a year or when significant change arises. 5.2.3 Remuneration committee The Company’s Board of Directors has set up the Remuneration Committee with 3 years term to consider the criteria and form of remuneration paid to the directors and executives. Structure, scope, duty, and responsibility of Nomination Committee are set forth by the Stock Exchange of Thailand (Please refer to “The Remuneration Committee” section). The Remuneration Committee reports to the Board of Directors at least once a year and report to the shareholder in the shareholder’s meeting. 5.3 Roles, duties, and responsibilities of Board of Directors Board of Directors has the knowledge, capability, and business experience. Board of Directors are determined to represent shareholders to set forth policies, vision, strategies, target, mission statement, business plan, budget, risk management policy, good governance, and monitoring management. The segregation of Board and management allows maximum goodwill and best interest of the Company and therefore, shareholders. 5.3.1 Corporate Governance and Ethics Under moral and ethical code of conduct, written and approved by the Company’s Board of Directors meeting, the Company clearly determined code of conduct, including the rights of shareholders, transaction with relating persons, monitoring the assets and utilization of internal information, to guideline and direct Board of Directors, management, and employee. According to corporate governance principle, there will be the re-assessment of business code of conduct every year by the Company’s Board of Directors. The Board of Directors reviewed the policy and evaluated the corporate governance policy for 2010 and then presented to Board of Directors’ meeting no. 4/2011 on February 28, 2011 before revising and announced to the employees afterwards. The ethical code of conduct is reviewed every 2 year. In 2010, it is revised in order to correspond with the situation and changing business environment and is presented to the Board of Directors’ meeting no.4/2011 on February 28, 2011 before it is in effect which will be announced to the employees afterwards. The Company determines the codes for executives and employees and monitor the result of the code continu ously as well as penalty set up to prevent violation. 5.3.2 Internal Control System and Risk Management The Company’s Board of Directors insists on intensive, internal control, internal audit, and proper risk management. Clear segregation of Board of Directors, Audit Committee, the management, and their authority and duties together with independent control system, reciprocal check-and-balance power permit the ultimate interest to the organization. The internal control team reports directly to managing director and Audit Committee (Please refer to “Monitoring the utilization of internal information” section). On February 28, 2011 the Company’s Board of Director assessed the internal control and risk management system and had them reported to the Company’s Audit Committee.

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Corporate Governance (Cont’d)

5.4 Board of Directors’ meeting On the regular but appropriately and necessity basis, the Company organizes Board of Director meeting at least once in every three months in which the agenda generally involves the operating results presided by Chairman and meetings are organized in appropriate time. There are 2 categories of meeting Subcommittee meeting: involves agenda of normal daily operation that do not affect the Company’s policy for instance, water meter request, home address acquiring, and bank account opening/closing. Five directors have been assigned from Board of Directors to attend subcommittee meeting namely, Mr.Kitti Thanakitamnuay, Mr. Sitti Leelakasamelerk, Mr. Thongchai Busrapan, Ms.Vasana Thieansirisak, and Mr. Surachet Suboonson. In case of absentee, other directors will be invited and minutes of meeting will be reported to Board of Directors meeting for approval. (Please see the attendance of Subcommittee in the “Board of Director” section) Board of Directors meeting: involves agenda of Company policy, investment, financial statement, corporate governance, and other non-routine decision. At least 7 days prior to every meeting, the directors will receive the materials consisted of the meeting agenda and relevant information. Chairman and directors are free to propose matters to be included as the agenda for the meeting. Each director is required to attend every board meeting, unless the proper excuse, and freely to raise and screen the agenda. Directors preserve the rights to obtain more relevant information, if needed. In every meeting, the Chairman shall allocate considerably enough time for deliberate discussion and allow the executive management who involves in any given agenda to attend. The minutes will be recorded in detail and retained for the Board of Directors and related person to be later inspected. (Please see the attendance of Board of Director in the “Board of Director” section) Other than 2 meetings above, the Company insists on every subcommittee’s meeting. The Audit Committee meeting was attended by non-management directors and non-management members. The Audit Committee held at least 4 meetings a year and occasionally extra meeting on a proper time basis. The meeting does not limited to reviewing the Financial Statements but also being acknowledged the internal audit and suggestion from external auditor for more efficient management including consideration adequateness of risk management control and review of conflict of interests, e.g. connected transactions.

The invitation letter, agenda, and supplementary documents are

distributed 7 days prior to the meeting date. The minute will be in written format and stored. (Please see the attendance of Audit Committee in the “The Audit Committee’s Report” section) The nomination committee’s meeting : The board of directors has set forth the nomination committee to have a meeting at least once a year or base on necessary and emergency basis. In every meeting, the usual agenda including, qualifica tion of director, nomination procedure, and consider individual who fits the criteria. The result will be sent to the board of directors and therefore shareholder meeting for final decision. The Company give notice before calling the meeting to all nomination committees at least 7 days in advance and distribute an agenda, supplementary documents, for their prepara tion. The minute of meeting will be in written format and presented to the board of directors.

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Corporate Governance (Cont’d)

5.5 Self-assessment The Board of Directors conducts the self-assessment test annually, using the assessment form based on the Stock Exchange of Thailand’s regulation. The self-assessment test reflects the director’s the obstacles and challenges and evaluates the performance in that regard for the previous year. The Board of Directors did the self-assessment test in the meeting 4/2011 on February 28, 2011. Not only the self assessment of directors but as well, on February 28, 2011, the Board of Directors meeting No. 4/2011, the Board of Directors has set up performance assessment of Chief Executive Officer for the year 2010, whereas the assessment criteria is determined by The Remuneration Committee. The assessment criteria is for instance, strategic planning, business planning, leadership, company’s financial result, business transaction monitoring, succession planning. Hence, the remuneration committee will hand in all these information to the board of directors to determine chief executive officer’s compensation. 5.6 Remunerations The Company has clearly determined the policy controlling remuneration of directors which was approved at the shareholders’ meeting. Since the Company has the same Board of Directors for subsidiaries, the remuneration of directors in subsidiaries is already included in the parent Company. Remunerations for the Board of Directors in 2010 are detailed in the “Director Nomination and Director Remuneration” The Board of Directors appointed the Remuneration committee to consider the criteria and form of remuneration paid to the directors and Chief executive officer before presenting to the Board of Director. The remunerations depend on the Company’s operating results and their individual performances and comparing to the equivalent industry. The objective is to motivate and create a competitive strength. 5.7 Directors and management training The Company arranges the meeting between Board of Directors and each project executives every year, so that the Board of Directors can have a site visits with the respective project executive and share vision and opinion that leads to a good coherence, business direction, policy, and strategy afterward. Board of Directors continues to try and enhance their value by participation in activities, courses and events which add to their knowledge base in the continually changing business environment to ensure that they are updated and possess full knowledge. All the Company’s directors have attended important training courses that are available such as Director Certification Program (DCP), and most of them have also passed the Director Accreditation Program (DAP) held by the Thai Institute of Directors Association (IOD) (Please refer to “Board of Directors, Audit Committee and Executive Officers” section)

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Corporate Governance (Cont’d)

5.7.1 Directors’ orientation Whenever the new director is appointed, the corporate secretary will provide the document indicating roles, duties, and responsibilities of the Company’s director. The Company arranges an orientation program for the new director regarding its business and other related topics including: - Vision and goal - Management structure - Operating and activity - Roles, duties and responsibility of director - Corporate governance - Personal profile of directors and executives - Director compensation and qualification 5.7.2 Succession planning To prepare for the retirement of senior management and in order to avoid disruption in operation, the Company plans and works on in each area for instance, new project development, marketing, and sales. Each working group consists of top management and top line managers to determine working plans and coordinate together. For instance, the working group of new investment project, whose job includes acquiring a new land, consists of Managing Director, Deputy Managing Director of support line, senior vice president and other executive in that department. The Company believes that this method can be a tool to develop the potential of junior management as well as to empower responsibility of senior management. The encouragement of participation from top to bottom will enhance the transfer of skill and experience step by step and also obligation and responsibility at the same time. 5.8 Monitoring the utilization of internal information The Company set the policy to avoid the abuse of the Company’s internal information for personal benefit including engaging in any transaction of the Company shares within one month before the financial statements are disclosed to the public, that may affect the securities’ trading prices, as follows • The Company prohibits directors and executives including their spouses and dependents from abusing the unpubl icized internal information for their personal benefits, • The Board of Directors and executives have the duty to submit the report on any changed regarding their securities holding to the Company, SET and SEC. The Company also informed its executives of their duties and obligations in preparing such report and disclosure of securities holding, including the stipulations on penalties in Article 275 of the Securities and Exchange Act B.E.2535 (A.D.1992), which are maximum THB 500,000 fine and maximum THB 10,000 fine per day until the report in question has been filed. They must as well report same matter to the Company in the same day. • The executives will be punished if they use the internal information for their personal benefits. • According to Article 59 of the Securities and Exchange Act B.E.2535 (A.D.1992), the executives must report any change regarding their securities holding, SET and SEC. They must as well report same matter to the Company in the same day.

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Corporate Governance (Cont’d)

Internal Control The Company’s board of directors has set up the audit committee who are independent directors to review quality of internal control which in turn secure the Company’s assets and best interest of shareholders constant. The internal audit unit is endeavoring to control and diagnose all business operations for it own excellence. The noteworthy issue will be deliberately fixed, especially the issue that relates to risk management and connected transaction that can lead to conflict of interest. The scope of internal audit can be divided into 3 workflows: construction, sales, and ownership transfer. Above all, the internal audit must ensure that every workflow correspond with law and good corporate governance. The internal control must be adequate, appropriate and effective. The internal control including, the assessment of policies, procedures, job allocations and submitting the useful report to management in timely manner. On February 28, 2011, the Board of Directors Meeting No. 4/2011, including the board of directors and Audit Committee, reviewed and assessed the Company internal control and agreed that the year 2010 internal control is adequate and appropriate as per detail below: 1. Organization and its surroundings The structure of organization is well organized, so that can support the effective internal control. Also the flexibility of structure and practice of related functions were revised to suit the ever-changing business environment and further expansion. The company encourages the clear work plan with measurable goal, alongside with the good corporate governance and ample internal control. Business operations base on the fair treatment to employee, customer, competitor, shareholders, society, and environment. Create awareness as well as providing written guideline in business transaction, to management and employee to avoid fraud, conflict of interest, and abusive behavior. 2. Risk management The Company’s Board of Directors realize the importance of risk management greatly. Therefore the necessary measures are set out and implemented to mitigate and manage the risk associated to business operations (More detail in “Risk factors”) The company’s risk management is under supervisory of the Audit Committee. On the other hand, the Board of Directors provide the policy, set of rules, as well as the guidelines, in case of changing situation. The policies of risk management are: • The Board of Directors and management shall responsible, examine, and facilitate an effective and efficient risk management. • The Company shall set forth the scheme and self-assessed risk management, in regular basis. With at least once a year, the effort to adjust risk management in question to cope with change in business environment. • The Audit Committee are deemed to assess the risk management performance and report to the Board of Directors The Company has the apprehensive and comprehensive scheme to regularly manage both internal risk and external risk associated with business operation, to be at a comfortable level. The entire staff member involved are advised and monitored under the scheme in order to achieve the satisfactory stage of risk management.

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Corporate Governance (Cont’d)

3. The internal control over management The scope and responsibilities for each level of management has been set forth, in written format. The duty of decision making, book keeping, transaction authorization, information data, and treasury are independent to enable proper checking and balance. Any transaction, whose business term and condition is normal practice, engage between the Company and directors/man agement. That transaction must be done under the rights of employee, although requires the approval of management or the board of directors or shareholders voting, whichever applicable, base on SET’s rules. All of these transactions must be publicly disclosed according to SET’s rules. The transactions per se must be done under the condition that would have been the same with the otherwise general counter party, without involvement of director or management in question. The Company constantly supervises the operations of its subsidiaries and associated companies. Policies and implementations are carried forward by the Company’s delegates to ensure the Company’s framework and law abiding operation, to mitigate the risk and secure the Company’s good image. 4. Information technology The Company will provide important data and information to every level of management in sufficient and timely manner to assist decision making. Also ensure the information distribution and communication throughout every level in organization. The Company shall give notice before calling the board of directors meeting and distribute an agenda and supplementary documents with the minimum time span indicated by law, unless emergency case. The minutes of a meeting will be recorded, stored for, and inspected by shareholders and investors. The Company’s accounting-related documents are well organized and completely being stored. Never have any complaints from auditor in this aspect. And the accounting policy using are comply with generally accepted accounting principles and suitable for the business type. 5. Monitoring system To oversee the business operation whether it is on track to achieve the target. In case of discrepancy, the Company will take necessary step to overcome the obstacle and analyze the cause of failure in order to prevent the future failure. Similarly, the internal control will be regularly examined its effectiveness. In case of error detected, the Board of Directors and Audit Committee must be informed. The management are entitled to report wrong doing, illegal activities, and other violations that may significantly affect the reputation and financial status of the Company, to the Board of Directors. With the supportive assessment from management, the Audit Committee agrees that the Company has an adequate and effective internal control. Significantly, flawless, and no violation of related law/rules/regulations are found.

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Corporate Governance (Cont’d)

Connected Transaction In 2010, The Company has connected transaction with subsidiaries and conflict of interest person and disclosed these subjects in the notes no.13 and no.30 of consolidated and Company financial statements as of December 31, 2010. Regarding the policy toward connected transaction and conflicted of interest person, it has been done strictly under the rules and regulations of SET and SEC. In addition, price, compensation, and fee of connected transactions are determined based on market price and best interest of the Company. In the future, the following connected transaction between the Company or subsidiaries and director or executives or related person can be approved by the management and doesn’t require the approval of the Board of Directors or Shareholder’s meeting resolution, regarding the rules and regulations of SET and SEC. 1) Ordinary transaction whose business term and condition is done in normal practice and would have been the same with the otherwise general counter party, without negotiation power from director, executive., or related person. 2) The transaction has been done under the rights of employee, given that rights are not a special treat for particular person.

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The Audit Committee’s Report

The Audit Committee of Noble Development Public Company Limited comprises of 4 independent directors. The chairman of the Audit Committee is Mrs. Boonperm Jiamtiranat and members of the Committee are Mr. Narong Taychachaiwong, Mr. Surachet Suboonson and Asst. Prof. Dr. Somchai Supattarakul. The 4 independent directors are neither involved with management nor hired by Company. The chairman of the Audit Committee and two of the independent directors has knowledge and experiences in accounting field. The Audit Committee of the Company has the scope of duties and responsibilities to the Board of Director to ensure that the Company has established appropriate and effective internal control system and internal audit system and review that the Company abides by the law and the regulations of the Stock Exchange of Thailand or any relevant laws governing the Company’s business. In 2010, the Audit Committee held 4 meetings and 1 meeting in 2011 until the day of issued report to review and regulate the operations in accordance with assigned scope of duties and responsibilities and report to the Board of Directors to meet the regulations of the Stock Exchange of Thailand regarding good Corporate Governance. This 5 meetings also appropriately joined by the internal audit team and the Company’s external auditor. The details can be summarized as follows: 1) Review of quarterly and annual financial statements: The meetings with the Company’s auditor were held in order to acknowledge the matters and exchange opinions, to evaluate the quality and accuracy of the 2010 quarterly and annual Financial Statements prepared by the Management, and also to assess the adequacy of disclosure in financial statement information. In conclusion, the Audit Committee agreed with the Company’s auditor that the financial statement per se present fairly in all material respects in accordance with generally accepted accounting principles 2) Review of internal audit assessment: The Audit Committee reviewed the internal control system to evaluate the efficiency, adequacy, and appropriateness of the Company’s internal control system, which could affect the reliability and accuracy of the financial statements. The meetings with the internal audit team were also held to acknowledge the result of the Company’s internal control system, as well as suggestions to improve the Company’s internal control system to be sufficient and more efficient and to comply with the announcement of SEC and SET. The Audit Committee agreed with the Com pany’s auditor that the Company had a decent internal audit system as well as internal control for subsidiaries both adequate and effective. 3) Review of rules and regulation conformity: The Audit Committee had verified the Company’s compliance with the Securities and Exchange Act of the Stock Exchange of Thailand, and also laws, rules, and regulations related to the Company’s operation. Significantly, no violation of related law, rules and regulation were found. 4) Review of risk management: The Audit Committee reviewed and revised the connection between internal audit and risk management from all of the Company’s operations, including the re-assessment of policy risk, risk factor, risk management framework, and the progress of risk management. The Audit Committee concluded that the Company had efficiency and effective risk management and constantly adjustment to the changing situation.

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The Audit Committee’s Report (Cont’d)

5) Review of connected transactions The Audit Committee reviewed and revised the Company’s disclosure of connected transactions or conflict of interest transactions. According to rules and regulations set by SET and SEC, The Audit Committee found that the Company’s financial statement disclosure of that transactions were adequately and suitable. 6) Review of related party transactions The Audit Committee reviewed and revised the Company’s disclosure of related party transactions. According to rules and regulations set by SEC, The Audit Committee found that the Company’s financial statement disclosure of that transactions were adequately and suitable. 7) Reappointment of external auditor The Audit Committee considered and proposed to reappoint PricewaterhouseCoopers ABAS Ltd. as the Company’s auditor for another year in 2011. The auditor reappointment and auditing fee would be considered and proposed to the Board of Directors and afterward it would be proposed to the 2011 Annual General Shareholders’ Meeting. From the acts of auditing independently and thoroughly within the appointed scopes and responsibilities, the Audit Committee concluded that the Company had an sufficient and efficient internal control system that was appropriate to the Company’s operation and no significant transaction or situation related to internal control system that could become significant weakness which might affect the Company’s financial status and operating performance. The Company’s financial statements were disclosed adequately and properly regarding related transactions and conflict of interest transactions. In addition, the Audit Committee found no situation that the Company operated against the laws, rules and regulations significantly. Furthermore, the Company’s operation and good governance framework worked together in a perfect harmony making the operation itself better and fit to the business environment.

Mrs. Boonperm Jiamtiranat Chairman of the Audit Committee February 28, 2011

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Business code of conduct

Noble Development Public Company Limited as a real estate developer, operates business under good ethics and decent integrity, one philosophy the company always holding on is “Corporate Social Responsibility” (CSR). The company continuously applies that concept to achieve the sustainable growth for the best interest of shareholder in long run. All members including Board member, Management, and employees are guided by business code of conduct written by the company. The relentless pursuit of integrity and justify treatment to all the parties involved, including all of stakeholders, communities, and societies, shall lead to the sustainable and long term growth of the company. Therefore the supreme value and return to shareholders in long run. The business code of conduct comprise of: set of rules and compliance monitoring

1) Set of rules 1.1)

Policy on conflict of interest

• Management and employees shall avoid the self-connected transaction that may raise the issue of conflict of interest

with the company. In necessarily case, the transaction per se must be done as if it is the typical business practice.

• Management and employees are prohibited from taking advantage of the opportunity given or information derived

from company to gain personal interest or compete with the company itself. 1.2)

Policy on secure and utilize the company’s assets

• Management and employees are entitled to protect the company’s assets but forbidden to utilize the company’s

assets for personal gain.

• No insider information for personal gain allowed

1.3) Policy on computer and information technology

• Management and employees shall use computer and information technology related work according to Computer-

Related Crime Act B.E. 2550 (2007)

• Computer, information technology and all system network is the Company’s asset. One shall not use for own interest.

• Without permission, management and employees must not duplicate, erase, dispose, forward, or any kind of violation

of the Company’s data

• Management and employees shall keep to it to personal; username and password

• Management and employees shall use internet for work only and try to avoid the unfamiliar, unlawful, and immoral

website. And prohibit to use website that may cause damage to the computer and the Company’s network and must not use the Company’s computer and network to download non-work related file.

• Management and employees is prohibited from sending e-mail that relate to threat, sexual harassment, non-decency

subject matter, privacy violation, and the like. 1.4)

Policy on intellectual property and copyrights

• Any reward and copyrights received from the assignment/work given by the Company or any byproduct assignment

/ work that originated or result from training/tutoring by the Company, must belong to the Company.

• Any reward and copyrights received from the press release/paperwork/artwork/book given by the Company or any

byproduct as such that originated or result from training/tutoring by the Company, must belong to the Company.

• Management and employees shall not use pirate computer software and prohibit from installation the illegal

compute software in the office.

• Management and employees shall not encourage the use of any product that violate intellectual property and

copyrights.

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Business code of conduct (Cont’d)

1.5)

Policy on complimentary from others

• On common decency and good traditionally ground, management and employees are allowed to give/take a gift to

/ from others, if only if that gift doesn’t affect the business decision making, and must be done in general public.

• The complimentary shall not be valuable, nor cash/cash equivalent. In case of unusual high value gift, one must

report to superintendent 1.6)

Policy on anti corruption and bribery

• Management and employees must not initiate or request, money, gift, and other form of bribery to any related parties

• Management and employees must not offer money or other kind of benefit to government officer, client, supplier,

competitors, and other related parties to involve in illegal activity. 1.7)

Policy on the company’s securities trading and insider information

• Management and employees must not use insider information to trade the company’s securities. Especially, one

month period before financial statement become publicly disclosed.

• Directors and management are responsible for preparing personal securities-holding portfolio report and submit to

the Stock Exchange of Thailand and the Securities and Exchange Commission and also send a copy to the company

• According to Article 59 of the Securities and Exchange Act B.E.2535 (A.D.1992), Directors and management are

obliged to report the change in his/her personal securities-holding portfolio to the Stock Exchange of Thailand and the Securities and Exchange Commission.

• Directors and management are obliged to report the change in his/her personal securities-holding portfolio to the

board of director meeting.

• Directors and management are obliged to report stake-holding report to the Company.

1.8)

Policy on internal control, internal audit, and financial statement

Board of directors has given the following responsibilities to management

• Preparing quarter and annual financial statements which accuracy, adequacy, and timeliness must be attained. Also

the financial statements per se must conform to generally accepted accounting principles.

• Set up the effective internal control/audit system under the assessment and monitoring from internal auditor and

audit committee. 1.9)

Policy over shareholder rights

• The company shall treat every shareholder equally

• The company shall operate with cautious and honesty that will lead to maximum value to shareholders

• The company shall provide accurate, adequate, and timely financial statements

1.10)

Policy over customer care and quality product

• The company shall treat customer using equity basis, holding on the mutual benefit for both parties, as well as the

delivery of quality product and service under justified price.

• The company shall provide accurate and sufficient advice to customer, entertain customer satisfaction in no time.

Customer’s confidentiality must be top priority without any misuse of customer’s information.

• The company shall provide the effective system or channel for customer to file their complain regarding quality of

product and service

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Business code of conduct (Cont’d)

1.11)

Policy on how to treat business partner and creditor

• The company shall treat business partner and creditor using equity basis, holding on the mutual benefit for both

parties. Competition must be conducted under leveled playing field and perfect information.

• The company has set up the criteria to select and assess business partner and creditor, and make a contract

agreement.

• The company shall set up the compliance system to ensure the contract conformity and to protect fraud / misconduct.

• The company is not initiate or request any kind of unfaithful benefit to partner and creditor

1.12)

Policy over competition

• The company shall promote and operate business strictly under good business code of conduct and prohibit from

indecent data mining.

• The company will not defame/discredit the competitor.

1.13 ) Policy over employee care

• The company shall hold on to equality and justice to every employee and also provide fair compensation.

• The company shall assign human resource to their positions base on knowledge and ability, without bias.

• The company shall facilitate the window of opportunity for enquiry, feedback, and complain from employee, and all

of these must be appropriately addressed to obtain the optimal solution for everyone involved. 1.14)

Policy of employee behavior

• Every employee serve the company with integrity and keen effort, respect co-worker and management, abided by

organization rules, regulations, and common decency.

• Superintendent shall behave themselves in respectable way. On the other hand, subordinate shall not speak or

behave or react in a way that shows lack of respect for a supervisor.

• Every employee shall promote the unity spirit within organization and try to avoid the wrong-doing that may result in

adverse consequence/bad reputation of the company. 1.15 ) Policy on human rights

• Management and employees shall respect human rights and shall not support the activity that violate law and

human rights.

• The company shall educate management and employees to understand the concept of human rights, and

encourage them to operate/work under that concept. 1.16)

Policy on political preference

• Management and employees shall be law abiding citizen, and use their own political rights according to constitu-

tional law and other related law.

• Management and employees has a right to participate political activities under their own name outside the working

hours. And shall not use the company resource and reputation to take side or grant direct/indirect support to any political group. The company does not allow any political group to use any resource, area and other facilities of the company in organizing political activities

• Management and employees is prohibited from using their authorized power to force/manipulate other to support

any particular political group directly or indirectly.

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Business code of conduct (Cont’d)

1.17 ) Policy on safety, occupational health, and environment

• The company shall conform any law and regulation in the regard of safety, occupational health, and environment.

• The company shall create a decent working environment, by enhancing a safety to life and personal property of

employee. The company shall design a preventive system and try, on best effort basis, to control all the damage that may cause by accident or operational malfunction.

• Management and employee shall participate in all activities organized by the company in regard of safety,

occupational health, and environment.

• The company shall launch the intra communication to build the knowledge and understanding about policy/proce

dure/precaution on safety, occupational health, and environment to management, employees, and other related parties. In order to avoid harmful operating result.

• The company shall pursue social responsibility regarding safety, occupational health, and environment. The company

shall make a good use of natural resource in a non harmful way to every stake holder. The company will continuously support the social activity to protect environment and improve quality of living of people in society for the sustainable growth. 1.18)

Policy on social and environmental responsibilities

• The company shall create social and environmental awareness of management and employee, through the regular

charity event that giving something back to society. Besides, the company will provide the communication and under standing to society of the information that appropriately can be publicly disclosed regarding social and environmental responsibilities of the company.

• In order to prevent environmental damage and mitigate the adverse consequences to people quality of life, the

company will use the only resource that completely necessary for its operation.

2) Compliance monitoring The company makes compulsory that board of directors, management, and employees are assumed the duty to recognize and apply the above business code of conduct, without exception. There will be a constant compliance monitoring to ensure accordingly. These set of rules will be reassessed in every other year and subject to change for a better fit with the dynamic business climate. The company gives the opportunities for the conflicted or related persons to express their opinions regarding the company’s operation or complain on unfair treatment, unlawful and unethical actions through the company’s website: www.noblehome.com. The central division will then pass these matters to executive afterward.

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Responsibility to Society and Environment

Noble Development Public Company Limited try it very best to be a leader in real estate development business, under the notion of social care. The company has set fort the friendliness concept to society and environment:

Responsibilities to society Being a business unit in Thailand, the company realize the importance of society well being and believe that profit seeking which is the business goal of the company can be accommodated with fair treatment to community. The company has laid out the ground rules for society care as follows: 1. Support and encourage management and employee to strictly adhere to all the policies and requirements, whose good intention is for better society and environment. 2. Pushing the decent environment to every projects by setting up the administrative unit to take care the matters. 3 . Create valuable activities in regular basis to return a goodwill back to people and society 4. The company integrity is the main priority without taking an advantage of people and society, the company provides the effective system or channel for people to comment or file their complain regarding quality of product and service, or any kind of unlawfully action through the company’s website: www.noblehome.com For social activities, the company has created the new community namely “Noble ID” to bring a whole new experience and share a good thing to Noble ID member. And this offer is not limited to Noble Development client, general public can participate this fun activities without any fee. On Nov 20th, 2010, the company organized the social event “Ruam Num Jai Chuay Pai Nam Tuam” (after flood relief program), in this uplifting event, management and employee visit the flood-damaged community in Amphur Bangban and Amhur Bangsai in Ayudhaya province to provide food, clothes, medicine, and school supplies. Still more to come from “Noble ID”, a lot of interesting activities. One can follow up and participate new activities through the website: www.nobleid.com

Responsibilities to environment The company realize the importance of environment, the followings are the environmental friendly policy from the company in order to secure the brighter future for business environment: 1. Strictly being the law-abiding business unit, understand the good intention of and conform to law governing real estate sector for example, The Enhancement and Conservation of National Environmental Quality Act, Land Code Act, Condo minium Act, and other related law for the sake of customer, home buyer, and environment. 2. Support the energy preserving project, promote the perfect combination of great design and energy saving/environmental friendly idea. The design relies on the raw material and design that can alleviate the heat from building. 3. Protect and reduce all kind of pollution from all of its projects, for example, water treatment system installation and green area allocation 4. Create awareness to management and employees in environmental issue and energy preservation. With its best effort and most possible way to reduce global warming 5. Encourage management and employee to be aware of effective and efficient allocation of resources to make it last long and reach it highest potential The environmental consciousness of the company can be categorized by using variety of project as follows:

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Responsibility to Society and Environment (Cont’d)

Single detached houses and townhouses projects The following projects are all under natural concept to protect environment: - Noble Tara Ekamai – Rama 9 / Noble Tara Ngamwongwan/ Noble Tara Pattanakarn / Noble Tara Ngamwongwan 2; the concept of the project to bring peace of recreation with tall fences covered by floras surrounding the project to maximize the enjoyment from nature. The Noble’s differentiated concept of C-shape housing keeps every corner of the house close to nature surrounding. - Noble Wana Pinklao / Noble Wana Watcharapol Project/ Noble Ana Wana Pinklao Project; The concept of “resort at home”, this is a place to take a rest with nature everyday. Every living space links with nature, no exception for bathroom whose one side is open to green garden through a floor-to-ceiling glass window. - Noble Geo Watcharapol / Noble Geo Rama 5 Project, Noble Geo is designed under the Planning & Function concept to enable free-style arrangement of furniture. The beautiful natural landscape lawns and gardens can be accessible from every angle of the house.

Condominium projects The appreciation of energy conservation and reducing global warming simply reflect in condominium projects of the company. The location of projects are downtown close to business area and transportation network, therefore no time and energy wasted to commute for example Noble Lite project, Noble Remix project, Noble Reflex project, Noble Reveal project, Noble Refine project, Noble Reform project, Noble RE:D project, and Noble Revent project. All projects created by the company, is the ideal where innovative design meets environmentalism. Single detached house/ townhouse being design under natural surroundings while condominium projects reflect the environmental concern through its location that allows less travel and therefore less energy consumption and emission. The blueprint and raw material for both style of living also help enhance self-cooling system to the structure, saving the electricity. Moreover, the protective measure for air/water pollution are introduced to every household and condominium projects. Water treatment and greenery area are well provided for a better living. For more information please visit the company’s website: www.noblehome.com

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Charts of Operating Performance and Revenue Structure

Charts of Operating Performance

Total Assets and Shareholders’ Equity

Shareholders’ Equity Total Assets

Debt and Net Debt to Equity Ratio

Total Revenues and Net Profit

D/E Ratio

Total Revenues

Net D/E Ratio

Net Profit

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Chart of Operating Performance and Revenue Structure (Cont’d)

Charts of Revenue Structure Unit : Million Baht

2010

Revenue from Real Estate Development Business

2009(Restated)

5,029

1,867

Revenue from Rental and Sevice

75

71

Others Income

89

29

5,194

1,967

Total

2010 Revenues Structure

Revenue from Rental and Sevice

Revenue from Real Estate Development Business

Others Income

2009 Revenues Structure (Restated)

Revenue from Rental and Sevice

Revenue from Real Estate Development Business

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Others Income

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Analysis of Financial Status and Operating Results

Operating results To comply with the new Thai accounting standard, the revenue recognition from real estate development business of the Company in 2010 has been changed from the percentage of completion method to ownership transfer method. For a comparison between year 2010 and 2009, the financial statements of the year 2009 has been revised by using the same accounting standard as 2010. For the year 2010, The Company’s operating result has shown THB 998.27 million of net profit , increased by 258.9 percent comparing to THB 278.15 million of net profit for the previous year (Net profit for the year 2009 by old accounting standard was THB 464.24 million). The operating results breakdown was as follows: • In 2010, the Company recorded revenue from real estate development business THB 5,029.39 million, increased by 169.5 percent from 2009, which was THB 1,866.55 million (the revenue from real estate development business for the year 2009 by using old accounting standard was THB 2,733.81 million). The increase in revenue was resulted from the transferring of the 3 completed projects in the year 2010, Noble Remix, Noble Solo and Noble Reflex. Besides, the successful launch of 3 new projects in 2010 lead the Company to have unrealized sale (backlog) with approximately of THB 6,200 million. • The Company’s gross profit for the year 2010 was THB 1,941.49 million and the gross profit margin from real estate development business was 37.7 percent, increased from 36.9 percent comparing to the previous year. The increasing of gross profit margin was mainly due to the larger proportion of revenue recognition from the ownership transfer of condominium project in 2010 comparing to that of 2009. The Company’s gross profit margin from rental and service for the year 2010 was 59.6 increased from 57.4 for the year 2009. • Total expense for the year 2010 were THB 579.80 million, comprised of THB 218.75 million of selling expenses and THB 324.59 million of administrative expenses . The selling expenses was increased by THB 128.87 million comparing to the year 2009, because of the increase amount in specific business tax from expiration of tax measurement, and the advertisement of the new projects in 2010. • In 2010, the Company’s net profit margin was 19.6 percent, which was increased from 14.4 percent in 2009.

Financial status • The total asset of the Company and its subsidiaries as of December 31, 2010 was THB 10,846.78 million, increased by THB 2,136.07 million comparing to 2009. The increase in assets of which were THB 1,078.51 million of cash and cash equivalents, increased by THB 337.83 million, THB 7,198.46 million of real estate development cost , increased by THB 2,185.80 million, and THB 1,006.28 million of property, plant and equipment, decreased by THB 402.01 million. The significant increase in real estate development cost was due to the land investments in 3 locations closed to BTS station for condominium projects. These lands were land on Ploenchit Road, land in Soi Ari-Phahonyothin and land on Sri Ayudthaya road, in which the Company has already launched 2 projects, Noble ReD in Soi Ari-Phahonyothin and Noble Revent on Sri Ayudthaya road. For land on Ploenchit Road, the Company will launch the condominium project in the first half year of 2011. On the other hand, the reduction in property, plant and equipment was due to some transferred part of property, plant and equipment to estate development cost in order to be compatible with the changed business plan. The change of accounting Standard had an impact on Assets in the financial statement of the Company. The unbilled completed work was previously at THB 2,340.78 million in 2009, after the change of accounting standard, the unbilled completed work item was no value. This was because of unbilled completed work as old accounting standard derived from the different between the revenue recognition from the percentage of completion and cash receive from customer. In addition, the increase in real estate development cost for the year 2009 from THB 2,738.73 million by old accounting standard to THB 5,012.96 million by new accounting standard was mainly due to the reallocated in construction cost which the ownership was not yet to be transferred to customers to real estate development cost.

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Analysis of Financial Status and Operating Results (Cont’d)

• Total liabilities as of December 31, 2010 was THB 7,116.16 million, increasing from that of 2009 by THB 1,302.05 million. Financial liability increased by THB 1,642.40 million due to preparing the source of fund for developing new projects as previously above mentioned. Deposits and advances received from customer were decreased by THB 523.90 million due to the ownership transfer in 2010. Additionally, the new accounting policy influenced upon the increase in liabilities of the Company in 2009, due to the rise in deposits and advances received from customers increased from THB 323.30 million to THB 1,719.33 million. The main reason was revenue recognition according to completed ownership transfer, thus all deposits the Company received from customer before ownership transfer was recorded to deposits and advances received from customers. Although, those deposits and advances received from customers was showed as liabilities in financial statement, it demonstrated the capability of the Company in successful project launching and those deposits and advance received were liability which the Company will earn income in the future. The debt to equity ratio as of December 31, 2010 was 1.91. This increase in this ratio was according to the increase of deposits and advance received in liabilities as mentioned above. Exclude the mentioned deposit, the debt to equity ratio and the net debt to equity ratio in 2010 were just 1.59, and 1.30, respectively, and the debt to equity ratio and the net debt to equity ratio decreased from 2009, which were equal to 2.01 times and 1.75 time, respectively. • In 2010, the Company and its subsidiaries shareholders’ equity was recorded THB 3,730.62 million, increasing by 28.8 percent from 2009, which the equity was THB 2,896.60 million. The return on equity was 30.1 percent. The book value per share increased from THB 6.35 per share in 2009 to THB 8.17 per share in 2010. According to the new accounting standard, the total shareholders’ equity in 2009 was decreased by THB 953.21 million recorded as the old accounting standard. Since the accounting standard has been changed from the percentage of completion method to ownership transfer method, the profit and the retained earning for the past years recorded as percentage of completion method has been adjusted to remain only the retained earning derived from property which was already transferred to customers. Despite global economic crisis and domestic political instability, including natural disaster in 2010, the operating result of the Company noticeably indicates the continuous growth in sales on both low rise and condominium projects in 2009. The Company had completed the construction and already transferred to customers for as many as 3 projects. Furthermore, the Company launched the new projects, Noble ReD, Noble Revent, and Noble Remix2, which were successfully with total sales as much as THB 3,800 million. The promising sign of Thai economic recovery has shown in 2011, the stimulus factors are increasing in domestic demand and investment, expected higher volumes and values of exports, rise in agricultural commodity prices, and the upcoming election at the middle of year 2011. However, there are some negative factors affected on real estate sector, such as the upward trend of interest rate as inflation increasing, cost of construction material and transportation cost, and tough completion in real estate business. The significant key to stimulate Thai economy in 2011 is the investment policy of government through budget spending, which is lead to distribute income to private sector, motivating overall expenditure, especially transportation network expansion. With all of its business vision and experiences, efficiency management to invest in potential land to respond to customers’ need leading the Company to be achieve in project launching particularly in projects closed to transportation network.

noble development public company limited | annual report 2010

page 01 | 059


Analysis of Financial Status and Operating Results (Cont’d)

The Future Projects In pursuit of continuous growth, at least 3 new projects expect to be launched in 2011 with the total value of THB 16,000 million. The 3 projects are condominiums whose locations are next to BTS network, among modern amenities and shopping area the best for city living. The first launched project in the middle of 2011 is the project on Ploenchit road, with value of THB 12,000 million, with the approximate area of 9 rais.

Business Goal The Company’s goal is to introduce the different living and lifestyle through the new concept and innovative design and to be a leader in design and uniqueness. In term of number, with effective administration and disciplinary budgeting, the growth rate has set to be 15-20 percent per annum to achieve continuous and sustainable expansion.

noble development public company limited | annual report 2010

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Report of The Board of Directors’ Responsibilities for Financial Statements

The board of directors of Noble Development Public Company Limited is responsible for the accurate and adequate financial statements which have been prepared in accordance with generally accepted accounting principles. The accounting policies pursued are appropriate and consistent with sufficient disclosure of crucial information in the notes of financial statement. The board of directors has appointed an audit committee comprise of independent directors who are qualified base on the Stock Exchange of Thailand’s requirements, to oversight and review the financial statements as well as the connected transactions, conflict of interest transactions, risk management, and internal control at its best to achieve the goal of maximizing shareholders’ value. The views of the audit committee are disclosed in the audit committee’s report in this annual report. In The board of directors’ opinion, the company’s internal control is adequate. And the financial statements for the year ended Dec 31, 2010 of the Company, and of the Company and its subsidiaries, reviewed by the audit committee, management and auditor, represent the financial status and performance of the company correctly, in accordance with generally accepted accounting principles.

Mr. Kitti Thanakitamnuay

Mr. Thongchai Busrapan

Chairman

President

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page 01 | 061


Remunerations for External Auditor

Audit Fee In 2010, the Company and its subsidiaries paid the audit fee totaling Baht 2,975,500 and out of pocket expenses totaling Baht 37,185 to the Company’s external auditor, PricewaterhouseCoopers ABAS Ltd.

Non-Audit Fee In 2010, the Company and its subsidiaries have a commitment to pay for the uncompleted services, which are legal and tax matters service fee, to PricewaterhouseCoopers ABAS Ltd., totaling Baht 50,000.

noble development public company limited | annual report 2010

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Company Factsheet

Noble Development Public Company Limited

Head Office

19th Fl., Tonson Tower, 900 Ploenchit Road,

Lumpini, Pathumwan, Bangkok 10330

Home Page

www.noblehome.com

Main Business

Property Development

Registered Number

0107538000312

Registered Capital

456,471,175 Shares at Baht 3 par value totaling Baht 1,369,413,525

Paid Up Capital

Baht 1,369,413,525

Ordinary share Registrar

Thailand Securities Depository Company Limited

62 The Stock Exchange of Thailand Building

Rachadapisek Road, Klongteoy, Bangkok 10110

Tel. 0-2229-2800

Auditor

Mr. Sudwin Panyawongkhanti

Certified Public Accountant Registration No. 3534

PricewaterhouseCoopers ABAS Limited

15th Fl., Bangkok City Tower

179/74 – 80 South Sathorn Road, Bangkok 10120

Tel. 0-2286-9999, 0-2344-1000

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Company Factsheet (Cont’d) Address and Telephone Number of Head Office and Projects

• Head Office: Noble Development Public Company Limited 19th Fl., Tonson Tower, 900 Ploenchit Road, Lumpini, Pathumwan, Bangkok Tel. 0-2251-9955 • Noble Wana Watcharapol 179 Soi Ruammitrpattana, Watcharapol Road, Tarang, Bangkhen, Bangkok Tel. 0-2998-4255, 0-2251-9955 • Noble Geo Watcharapol 222 Soi Watcharapol (Ruammitrpattana), Ramindra Road, Tarang, Bangkhen, Bangkok Tel. 0-2998-4255, 0-2251-9955 • Noble Geo Rama 5 58 Moo 6, Nakorn-in-Karnjanapisek Road, Bangkoonkong, Bangkruai, Nontaburi Tel. 0-2985-0683, 0-2985-0686-8, 0-2251-9955 • Noble Tara Pattanakarn 1104 Pattanakarn Road, Suanluang, Suanluang, Bangkok el. 0-2318-5000, 0-2251-9955 • Noble Ora Condo 822 Soi Sukhumvit 55 (Thonglor), Sukhumvit Road, Klongton Nue, Wattana, Bangkok Tel. 0-2251-9955 • Noble Zero Nine 9 Soi Ruamrudee, Wireless Road, Lumpini, Pathumwan, Bangkok Tel. 0-2259-9209, 0-2251-9955 • Noble Remix 772 Soi Sukhumvit 36, Sukhumvit Road, Klongton, Klongtoey, Bangkok Tel. 0-2259-9200, 0-2251-9955

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Company Factsheet (Cont’d)

• Noble Solo 988 Soi Sukhumvit 55 (Thonglor), Klongton Nue, Wattana, Bangkok Tel. 0-2318-1500, 0-2251-9955 • Noble Reflex 81 Soi Paholyothin 7, Pahollyothin Road, Samsen-nai, Phayathai, Bangkok Tel. 0-2617-1500, 0-2251-9955 • Noble Reveal 1104 Pattanakarn Road, Suanluang, Suanluang, Bangkok Tel. 0-2318-5000, 0-2251-9955 • Noble Residence 1100/71 Pattanakarn Road, Suanluang, Suanluang, Bangkok Tel. 0-2318-5000, 0-2251-9955 • Noble Cube 1104 Pattanakarn Road, Suanluang, Suanluang, Bangkok Tel. 0-2318-5000, 0-2251-9955 • Noble Reform 34 Yossawadee Building Soi 7, Paholyothin Road, Samsen-nai, Phayathai, Bangkok Tel. 0-2617-1500, 0-2251-9955 • Noble Refine 1104 Pattanakarn Road, Suanluang, Suanluang, Bangkok Tel. 0-2318-5000, 0-2251-9955 • Noble RED 34 Yossawadee Building Soi 7, Paholyothin Road, Samsen-nai, Phayathai, Bangkok Tel. 0-2617-1500, 0-2251-9955 • Noble Revent 34 Yossawadee Building Soi 7, Paholyothin Road, Samsen-nai, Phayathai, Bangkok Tel. 0-2617-1500, 0-2251-9955 • Noble Remix 2 772 Soi Sukhumvit 36, Sukhumvit Road, Klongton, Klongtoey, Bangkok Tel. 0-2259-9200, 0-2251-9955

noble development public company limited | annual report 2010

page 01 | 065


be di fferent, be noble


Auditor’s Report To the Shareholders and Board of Directors of Noble Development Public Company Limited

I have audited the accompanying consolidated and company balance sheets as at 31 December 2010 and 2009, and the related consolidated and company statements of income, changes in shareholders’ equity and cash flows for the years then ended of Noble Development Public Company Limited and its subsidiaries, and of Noble Develoment Public Company Limited, respectively. The Company’s management is responsible for the correctness and completeness of information in these financial statements. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the consolidated and company financial statements referred to above present fairly, in all material respects, the consolidated and company financial position as at 31 December 2010 and 2009, and the consolidated and company results of its operations and its cash flows for the years then ended of Noble Development Public Company Limited and its subsidiaries, and of Noble Development Public Company Limited, respectively, in accordance with generally accepted accounting principles.

Sudwin Panyawongkhanti Certified Public Accountant (Thailand) No. 3534 PricewaterhouseCoopers ABAS Limited Bangkok 28 February 2011

noble development public company limited | annual report 2010

page 02 | 001


Balance Sheets As at 31 December 2010 and 2009

Consolidated

Notes

2010 (baht)

Company

2009 Restated (baht)

2010 (baht)

2009 Restated (baht)

Assets Current assets Cash and cash equivalents

5

1,078,510,751

740,680,096

1,063,070,777

716,500,812

Short-term investments at financial institutions

6

33,109,014

31,928,876

29,309,014

27,463,702

Trade accounts receivable - real estate development business

7

- rental and services business

5,214

-

5,214

-

1,573,734

1,064,729

1,573,734

1,064,729

-

-

30,862,065

1,445,864

Short-term loans to and amounts due from subsidiaries (net)

8 9

765,940,199

710,987,816

743,720,758

710,987,816

Real estate development cost

10

7,198,461,249

5,012,962,724

6,609,886,345

3,590,208,717

Other current assets (net)

11

407,148,462

349,663,623

402,796,037

312,858,032

9,484,748,623

6,847,287,864

8,881,223,944

5,360,529,672

7

-

-

-

-

12

104,906,884

107,703,101

104,906,884

107,703,101

Inventories (net)

Total current assets Non-current assets Long-term trade accounts receivable (net) Long-term loans to and amounts due from other companies (net) Investments in subsidiaries, associate 13

-

-

442,783,506

442,783,506

Property, plant and equipment (net)

14

1,006,283,798

1,408,293,818

643,111,360

638,786,178

Intangible assets (net)

15

3,753,597

4,185,756

3,743,785

4,166,412

Deferred income tax assets (net)

16

83,975,666

171,527,078

83,689,689

83,065,689

Other non-current assets (net)

17

163,115,127

171,719,283

162,893,989

167,933,591

1,362,035,072

1,863,429,036

1,441,129,213

1,444,438,477

10,846,783,695

8,710,716,900

10,322,353,157

6,804,968,149

and other investment (net)

Total non-current assets Total assets

Director

Director

The accompanying notes on pages 02-009 to 02-043 are an integral part of the financial statements.

noble development public company limited | annual report 2010

page 02 | 002


Balance Sheets (Cont’d) As at 31 December 2010 and 2009

Consolidated

Company

Notes

2010 (baht)

2009Restated (baht)

2010 (baht)

2009 Restated (baht)

18

1,855,175,173

510,735,830

1,855,175,173

510,735,830

387,115,118

458,798,423

298,273,354

257,923,957

Liabilities and shareholders’ equity Current liabilities Short-term borrowings - bills of exchange Trade accounts payable - construction - rental and services Current portion of long-term borrowings

18

Deposits and advances received from customers Accrued income tax Retention payable Other current liabilities

19

Total current liabilities

1,149,529

1,178,096

1,149,529

1,178,096

360,000,000

1,906,557,492

360,000,000

923,257,492

1,195,427,567

1,719,330,870

1,170,028,839

993,728,043

157,532,764

10,044,986

47,049,361

10,044,986

127,703,402

116,160,292

65,942,640

66,069,664

172,013,354

76,536,217

137,351,449

53,611,811

4,256,116,907

4,799,342,206

3,934,970,345

2,816,549,879

2,837,510,000

992,989,000

2,837,510,000

992,989,000

Non-current liabilities Long-term borrowings

18

Provision for employee benefits

20

7,034,213

6,282,886

7,034,213

6,282,886

15,500,000

15,500,000

15,500,000

15,500,000

Total non-current liabilities

2,860,044,213

1,014,771,886

2,860,044,213

1,014,771,886

Total liabilities

7,116,161,120

5,814,114,092

6,795,014,558

3,831,321,765

1,369,413,525

1,369,413,525

1,369,413,525

1,369,413,525

1,369,413,525

1,369,413,525

1,369,413,525

1,369,413,525

69,174,340

69,174,340

69,174,340

69,174,340

Other non-current liabilities

Shareholders’ equity Share capital - Authorised share capital - 456,471,175 ordinary shares of Baht 3 each

- Issued and fully paid-up share capital - 456,471,175 ordinary shares of Baht 3 each Share premium Retained earnings - Appropriated / Legal reserve

22

- Unappropriated

Total parent’s shareholders’ equity Minority interest

23

Total shareholders’ equity Total liabilities and shareholders’ equity

136,941,353

131,766,765

136,941,353

131,766,765

2,155,093,357

1,326,248,178

1,951,809,381

1,403,291,754

3,730,622,575

2,896,602,808

3,527,338,599

2,973,646,384

-

-

-

-

3,730,622,575

2,896,602,808

3,527,338,599

2,973,646,384

10,846,783,695

8,710,716,900

10,322,353,157

6,804,968,149

The accompanying notes on pages 02-009 to 02-043 are an integral part of the financial statements.

noble development public company limited | annual report 2010

page 02 | 003


Statements of Income For the years ended 31 December 2010 and 2009

Consolidated

Notes

2010 (baht)

Company

2009 Restated (baht)

2010 (baht)

2009 Restated (baht)

Revenues from sales - real estate development business Revenues from rental and services Cost of sales - real estate development business Cost of rental and services

Gross profit Dividend income Other income

5,029,389,924

1,866,551,210

2,662,220,679

1,866,551,210

75,476,775

71,131,489

75,324,800

71,131,489

(3,132,867,684)

(1,177,697,522)

(1,737,230,467)

(1,177,697,522)

(30,504,741)

(30,282,898)

(30,291,382)

(30,282,898)

1,941,494,274

729,702,279

970,023,630

729,702,279

30 a)

-

-

360,799,508

-

24

88,817,882

28,988,583

80,923,776

27,499,467

2,030,312,156

758,690,862

1,411,746,914

757,201,746

Profit before expenses Selling expenses

(218,753,323)

(89,884,311)

(178,878,323)

(89,868,468)

Administrative expenses

(324,590,092)

(299,518,827)

(306,490,376)

(272,434,316)

Management benefit expenses

30 a)

(34,314,600)

(23,953,920)

(34,314,600)

(23,953,920)

Directors’ remuneration

30 a)

(2,135,000)

(1,115,000)

(2,135,000)

(1,115,000)

25

(9,988)

(363,020)

(9,988)

-

(579,803,003)

(414,835,078)

(521,828,287)

(387,371,704)

26

1,450,509,153

343,855,784

889,918,627

369,830,042

30 a)

(74,536,547)

(72,482,433)

(69,365,928)

(65,004,310)

1,375,972,606

271,373,351

820,552,699

304,825,732

(377,699,367)

6,780,946

(102,607,504)

4,315,991

998,273,239

278,154,297

717,945,195

309,141,723

-

-

-

-

998,273,239

278,154,297

717,945,195

309,141,723

998,273,239

278,154,297

717,945,195

309,141,723

-

-

-

-

2.19

0.61

1.57

0.68

-

-

-

-

Other expenses

Total expenses Profit before finance costs and income tax Finance costs - interest expense

Profit before income tax Income tax

27

Profit before minority interest Net profit of subsidiary attributable - to minority interest

23

Net profit for the year Attributable to: Equity holders of the parent

Minority interest

Earnings per share for profit attributable to the equity holders of the parent

28

Basic earnings per share (Baht)

Diluted earnings per share (Baht)

The accompanying notes on pages 02-009 to 02-043 are an integral part of the financial statements.

noble development public company limited | annual report 2010

page 02 | 004


noble development public company limited | annual report 2010

Statements of Changes in Shareholders’ Equity For the years ended 31 December 2010 and 2009 For the year ended 31 December 2010 Consolidated (Baht)

Notes

Opening balance as at 1 January 2010 as previously reported Adjustments from changes in accounting policy

Retained earnings

Authorised, issued and fully paid-up share capital

Appropriated legal reserve

Unappropriated

Minority interest

69,174,340

-

-

1,369,413,525

69,174,340

-

-

-

998,273,239

-

998,273,239

Net profit for the year

131,766,765 2,279,456,471

Total

1,369,413,525 2

Opening balance as at 1 January 2010 - as restated

Share premium

-

3,849,811,101

(953,208,293)

-

(953,208,293)

131,766,765 1,326,248,178

-

2,896,602,808

-

Dividend paid

21

-

-

-

(164,253,471)

-

(164,253,471)

Legal reserve

22

-

-

5,174,588

(5,174,588)

-

-

1,369,413,525

69,174,340

136,941,353 2,155,093,358

-

3,730,622,576

Closing balance as at 31 December 2010

For the year ended 31 December 2009 Consolidated (Baht)

page 02 | 005

Notes

Opening balance as at 1 January 2009 as previously reported Adjustments from changes in accounting policy

Retained earnings

Authorised, issued and fully paid-up share capital

2

Opening balance as at 1 January 2009 - as restated Net profit for the year

Share premium

Appropriated legal reserve

(Restated) Unappropriated

110,483,110 1,950,548,550

Minority interest

Total

1,369,413,525

69,174,340

-

-

-

3,499,619,525

(767,118,770)

-

(767,118,770)

1,369,413,525

69,174,340

-

-

110,483,110 1,183,429,780 -

278,154,297

-

2,732,500,755 278,154,297

-

Dividend paid

21

-

-

-

(114,052,244)

-

(114,052,244)

Legal reserve

22

-

-

21,283,655

(21,283,655)

-

-

1,369,413,525

69,174,340

131,766,765 1,326,248,178

-

2,896,602,808

Closing balance as at 31 December 2009

The accompanying notes on pages 02-009 to 02-043 are an integral part of the financial statements.


noble development public company limited | annual report 2010

Statements of Changes in Shareholders’ Equity (Cont’d) For the years ended 31 December 2010 and 2009 For the year ended 31 December 2010 Company (Baht)

Notes

Opening balance as at 1 January 2010 as previously reported Adjustments from changes in accounting policy

Retained earnings

Authorised, issued and fully paid-up share capital

Appropriated legal reserve

Unappropriated

69,174,340

-

-

1,369,413,525

69,174,340

-

-

-

717,945,195

717,945,195

Net profit for the year

131,766,765 1,760,054,788

Total

1,369,413,525 2

Opening balance as at 1 January 2010 - as restated

Share premium

-

3,330,409,418

(356,763,034)

(356,763,034)

131,766,765 1,403,291,754

2,973,646,384

Dividend paid

21

-

-

-

(164,252,979)

(164,252,979)

Legal reserve

22

-

-

5,174,588

(5,174,588)

-

1,369,413,525

69,174,340

136,941,353 1,951,809,382

3,527,338,600

Closing balance as at 31 December 2010

For the year ended 31 December 2009 Company (Baht)

Notes

page 02 | 006

Opening balance as at 1 January 2009 as previously reported Adjustments from changes in accounting policy

Retained earnings

Authorised, issued and fully paid-up share capital

2

Opening balance as at 1 January 2009 - as restated Net profit for the year

Share premium

(Restated) Unappropriated

Appropriated legal reserve

110,483,110 1,469,717,587

Total

1,369,413,525

69,174,340

-

-

1,369,413,525

69,174,340

-

-

-

309,141,723

309,141,723

-

3,018,788,562

(240,231,657)

(240,231,657)

110,483,110 1,229,485,930

2,778,556,905

Dividend paid

21

-

-

-

(114,052,244)

(114,052,244)

Legal reserve

22

-

-

21,283,655

(21,283,655)

-

1,369,413,525

69,174,340

131,766,765 1,403,291,754

2,973,646,384

Closing balance as at 31 December 2009

The accompanying notes on pages 02-009 to 02-043 are an integral part of the financial statements.


Statements of Cash Flows For the years ended 31 December 2010 and 2009

Consolidated

Notes

2010 (baht)

Company

2009 Restated (baht)

2010 (baht)

2009 Restated (baht)

Cash flows from operating activities Profit before income tax Adjustments: Depreciation and amortisation Bad debt for long-term loans to and amount due from other company Bad debt for accrued rental and services fee from other company (Reversal of) allowance for: - doubtful for trade accounts receivable real estate development business - doubtful for short-term loans to and amount due from subsidiaries - impairment - condominium units for sale - doubtful accrued rental and services fee, accrued management fees - doubtful for long-term loans to and amount due from other companies Provision for employee benefits (Gain) loss from sale of investment in subsidiary (Gain) loss from disposals of fixed assets Gains from contracts cancellation Interest income and fine for default of accrued rental and service fee Reversal of provision for claims Interest income Dividend income Finance costs - interest expense Changes in operating assets and liabilities Decrease (increase) in operating assets - trade accounts receivable - real estate development business - rental and services business - amounts due from subsidiaries - inventories - real estate development cost - other current assets* - other non-current assets* Increase (decrease) in operating liabilities - trade accounts payable - construction - rental and services* - deposits and advances received from customers - retention payable - other current liabilities* - employee benefits paid Cash receipts (payments) from operating activities before interest received, finance costs paid and income tax paid Interest received Finance costs paid - interest expense Income tax paid Net cash receipts (payments) from operating activities

1,375,972,606

271,373,351

820,552,699

304,825,732

14, 15

50,444,308

49,678,484

49,171,611

48,670,015

12

57,982,279

75,882,065

57,982,279

75,882,065

71,173,511

-

71,173,511

-

-

255,368

-

255,368

8 9

4,442,000

-

6,645,093 4,442,000

10,153,436 -

11

(40,144,578)

-

(40,144,578)

580,752

12 20 25 24, 25 24

(43,620,020) 789,847 9,988 (11,895,482)

(68,972,495) 738,410 363,023 (11,524) (2,040,000)

(43,620,020) 789,847 9,988 (10,895,482)

24 24 24 30 a)

(31,028,933) (4,873,505) (22,624,247) 74,536,547 1,481,164,321

(18,757,078) 72,482,433 380,992,037

(31,028,933) (4,873,505) (22,571,752) (360,799,508) 69,365,928 566,199,178

(68,972,495) 738,410 (500,000) (11,524) (2,040,000) (21,639,907) 65,004,310 412,946,162

(5,214) (509,005) 177,611,140 (1,775,872,717) (245,116,337) 8,604,156

(698,266) 167,357,323 (481,639,797) (164,419,580) 1,384,753

(5,214) (509,005) (29,804) 190,610,861 (3,026,435,648) (264,613,670) 5,039,602

(850,940) 46,544 167,357,323 (338,738,074) (207,191,070) 1,044,132

(71,683,305) (28,567) (512,007,821) 11,543,110 100,718,784 (38,520)

(152,954,882) (58,849) 292,225,762 41,078,514 38,453,414 -

40,349,397 (28,567) 187,196,278 (127,024) 88,719,969 (38,520)

21,884,361 55,665 288,561,662 27,213,664 20,359,844 -

(825,619,975) 10,733,870 (172,736,931) (142,660,178)

121,720,429 6,203,437 (169,023,496) (35,781,416)

(2,213,672,167) 8,109,885 (163,259,713) (66,227,130)

392,689,273 4,520,422 (122,390,648) (20,729,502)

(1,130,283,214)

(76,881,046)

(2,435,049,125)

254,089,545

7 8

20

The accompanying notes on pages 02-009 to 02-043 are an integral part of the financial statements.

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Statements of Cash Flows (Cont’d) For the years ended 31 December 2010 and 2009

Consolidated

Company

Notes

2010 (baht)

2009 Restated (baht)

2010 (baht)

2009 Restated (baht)

8

(1,180,138) -

(23,441,905) -

(1,845,312) (217,960,000)

(19,853,905) (19,080,000)

8

-

-

184,500,000

12,000,000

12

(7,943,155) (912,218) (10,035,511)

1,400,000 500,000 (109,237,654) 180,205 (268,840) (130,868,194)

(4,412,760) (912,218) 360,799,508 320,169,218

1,400,000 500,000 (3,915,205) 180,205 (264,780) (29,033,685)

18

2,474,439,343

510,735,830

2,474,439,343

510,735,830

18

(1,130,000,000)

-

(1,130,000,000)

-

18, 30 c) 18, 30 c)

-

-

173,500,000 (173,500,000)

289,000,000 (289,000,000)

18 18 21

2,567,737,508 (2,269,774,000) (164,253,471) 1,478,149,380

2,368,771,978 (2,220,016,000) (114,052,244) 545,439,564

2,567,737,508 (1,286,474,000) (164,252,979) 2,461,449,872

2,223,071,978 (2,220,016,000) (114,052,244) 399,739,564

337,830,655

337,690,324

346,569,965

624,795,424

740,680,096 1,078,510,751

402,989,772 740,680,096

716,500,812 1,063,070,777

91,705,388 716,500,812

284,764,699

639,584,088

275,544,979

639,584,088

10

12,955,833

-

-

-

10

93,786,959

77,852,836

93,786,959

57,353,552

Transfer of inventories to property, plant and equipment

14

47,759,176

14,255,233

47,759,176

14,255,233

Capitalised interest for property, plant and equipment

14

4,045,283

18,652,856

-

-

Transfer of land deposits to real estate development cost

11

175,000,000

-

175,000,000

-

14

412,647,715

-

-

-

17

-

25,554,384

-

22,066,741

Cash flows from investing activities Decrease (increase) in restricted deposits at banks Short-term borrowings to subsidiaries Proceeds from repayments of short-term borrowings to subsidiaries Proceeds from repayments of long-term borrowings to other companies Proceeds from sale of investment in subsidiary* Purchases of property, plant and equipment Proceeds from disposal of equipment* Purchase of intangible assets Dividend receipt Net cash receipts (payments) from investing activities

14 15 30 a)

Cash flows from financing activities Short-term borrowings - bills of exchanges - proceeds Short-term borrowings from financial institutions - repayments Short-term borrowings from subsidiary - proceeds - repayments Long-term borrowings from financial institutions - proceeds - repayments Dividend payment Net cash receipts (payments) from financing activities

Net increase (decrease) in cash and cash equivalents Cash and cash equivalents - beginning balance - ending balance

5

Non-cash transactions Transfer of completed construction projects from real estate development cost to inventories Transfer of other current assets to real estate development cost Capitalised interest for real estate development cost

Transfer of property, plant and equipment to real estate development cost Income tax receivable

(*) These transactions included the changes of Playground Store Company Limited, a subsidiary, in consolidated financial statements until 14 December 2009, the date that its status is not a subsidiary as describe in Note 13. The accompanying notes on pages 02-009 to 02-043 are an integral part of the financial statements.

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

1. General information Noble Development Public Company Limited (“the Company”) is a public limited company incorporated and resident in Thailand. The address of its registered office is 900 Tonson Tower, 19th floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok. The Company is listed on the Stock Exchange of Thailand. For reporting purposes, the Company and its subsidiaries are referred to hereafter as the “Group”. The principal business operations of the Company and its subsidiaries (“the Group”) are development of real estate for sale, providing construction, rental and construction consulting services in Thailand. These consolidated and company financial statements have been approved by the Company’s Board of Directors on 28 February 2011.

2 . Changes in accounting policy During the year ended 31 December 2010, the Company has early adopted the Thai Financial Reporting Interpretation Committee (“TFRIC”) no. 15 “Agreements for the Construction of Real Estate” and Thai Accounting Standards (“TAS”) no. 19 “Employee Benefits” that are not yet effective in Thailand. The Company has adopted these standards by applying retrospective adjustments. The effects of the changes to the Company’s balance sheet as at 31 December 2009 and statement of income for the year then ended and unappropriated retained earnings as at 1 January 2009 and 2010 are as follows:

Consolidated

As previously reported baht

Retained earnings - unappropriated as at 1 January 2009

Increase (decrease) baht

After adjustment baht

1,950,548,550

(767,118,770)

1,183,429,780

3,186,390 2,340,784,127 2,738,732,210 25,784,725 323,301,111 116,860,092 204,672,460

(3,186,390) (2,340,784,127) 2,274,230,514 171,527,078 (25,784,725) 1,396,029,759 (116,860,092) 6,282,886 (204,672,460)

5,012,962,724 171,527,078 1,719,330,870 6,282,886 -

2,733,810,113 1,736,052,492 28,038,987 90,803,496 464,243,820 1.02

(867,258,903) (558,354,970) (25,968,378) 738,410 (97,584,442) (186,089,523) (0.41)

1,866,551,210 1,177,697,522 2,070,609 738,410 (6,780,946) 278,154,297 0.61

2,279,456,471

(953,208,293)

Balance sheet as at 31 December 2009 - Trade accounts receivable - Unbilled completed work - Real estate development cost - Deferred income tax assets - Billing in excess of work in progress - Deposits and advance received from customer - Special business tax payable - Provision from employee benefits - Deferred income tax liabilities

Statement of income for the year ended 31 December 2009 - Revenue from sales - real estate development business - Cost of sales - real estate development business - Special business tax - Employee benefits - Income tax - Net profit - Basic earnings per share

Retained earnings - unappropriated as at 31 December 2009

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1,326,248,178


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

2 . Changes in accounting policy (Cont’d) Company

As previously reported baht

Retained earnings - unappropriated as at 1 January 2009

Increase (decrease) baht

After adjustment baht

1,469,717,587

(240,231,657)

1,229,485,930

3,184,890 752,029,555 2,700,009,699 25,784,725 323,264,111 40,487,469 35,661,328

(3,184,890) (752,029,555) 890,199,018 83,065,689 (25,784,725) 670,463,932 (40,487,469) 6,282,886 (35,661,328)

3,590,208,717 83,065,689 993,728,043 6,282,886 -

2,418,628,508 1,533,798,137 17,637,995 60,300,339 425,673,100 0.93

(552,077,298) (356,100,615) (15,567,386) 738,410 (64,616,330) (116,531,377) (0.25)

1,866,551,210 1,177,697,522 2,070,609 738,410 (4,315,991) 309,141,723 0.68

1,760,054,788

(356,763,034)

Balance sheet as at 31 December 2009 - Trade accounts receivable - Unbilled completed work - Real estate development cost - Deferred income tax assets - Billing in excess of work in progress - Deposits and advance received from customer - Special business tax payable - Provision from employee benefits - Deferred income tax liabilities

Statement of income for the year ended 31 December 2009 - Revenue from sales - real estate development business - Cost of sales - real estate development business - Special business tax - Employee benefits - Income tax - Net profit - Basic earnings per share

Retained earnings - unappropriated as at 31 December2009

1,403,291,754

3. Significant accounting policies The principal accounting policies adopted in the preparation of these consolidated and company financial statements are set out below:

3.1 Basis of preparation

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 under the

Accounting Professions Act B.E. 2547, and the financial reporting requirements of the Securities and Exchange Commission

under the Securities and Exchange Act B.E. 2535.

The consolidated and company financial statements have been prepared under the historical cost convention except

provision for employee benefits for which the policy has been disclosed in note 3.20.

The preparation of consolidated and company financial statements in conformity with Thai Generally Accepted Acounting

Principles requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of

revenues and expenses in the reported periods. Although these estimates are based on management’s best knowledge

of current events and actions, actual results may differ from those estimates.

When necessary, comparative figures have been adjusted to conform with changes in presentation in the current year.

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

3. Significant accounting policies (Cont’d)

An English version of the consolidated and company financial statements have been prepared from the statutory financial

statements that are issued in the Thai language. In the event of a conflict or a difference in interpretation between the two

languages, the Thai language statutory financial statements shall prevail.

3.2 Amendments to accounting framework and accounting standards, new accounting standards,

new financial reporting standards and Thai Financial Reporting Interpretation Committee

The Federation of Accounting Professions (“FAP”) has announced the accounting framework for the preparation and

p resentation of financial statements which was amended in 2009. It is effective 26 May 2010 onwards. In addition, the

Federation of Accounting Professions has announced new standards and amendments to Thai AccountingStandards,

Thai Financial Reporting Standards (“TFRS”), amendments to Thai Financial Reporting Standards and Thai Financial

Reporting Interpretation Committee (“TFRIC”) that are effective as follows:

• Effective for the period beginning on or after 1 January 2011

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

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

3. Significant accounting policies (Cont’d) • Effective for the period 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

The Company’s management has determined that the revised standards, the new standards, the revised new financial

reporting standards and the new financial reporting standards and Thai Financial Reporting Interpretation Committee

either are irrelevant to the Company or have no significant impact on the financial statements being presented,except for

Thai Financial Reporting Interpretation Committee (“TFRIC”) no. 15 “Agreements for the Construction of Real Estate and

TAS no. 19 “Employee Benefits” for which their impacts are disclosed in Note 2. In addition, the Company’s management

is in the process of evaluating the impacts of TAS no. 1 and TAS no. 24.

3.3 Group Accounting - Investments in subsidiaries and associates

a) Subsidiaries

Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases. All intercompany transactions, balances and unrealised gains or losses on transactions between group companies are eliminated; unrealised losses are also eliminated unless cost cannot be recovered. Where necessary, accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group. Separate disclosure is made for minority interests in the consolidated balance sheet and consolidated statement of income. Investments in subsidiary undertakings are accounted for in the company financial statements by using the cost method of accounting less an allowance for impairment in value. Under the cost method, income from investments in subsidiaries will be recorded when dividends are declared. A test of impairment is carried out when there is a factor indicating that such investment might be impaired. If the carrying value of the investment is less than its recoverable amount, impairment loss is charged to statement of income within administrative expenses. A list of the Group’s principal subsidiaries is set out in Note 13.

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

3. Significant accounting policies (Cont’d) b) Associates Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are presented by using the equity method of accounting in the consolidated and by using the cost method of accounting in the company financial statements less an allowance for impairment in value. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. Under the cost method, income from investments in associates will be recorded when dividends are declared. A test of impairment is carried out when there is a factor indicating that such investment might be impaired. If the carrying value of the investment is less than its recoverable amount, impairment loss is charged to statement of income within administrative expenses. A list of the Group’s principal associates is set out in Note 13.

3.4 Cash and cash equivalents

Cash and cash equivalents are carried on the balance sheets at cost. Cash and cash equivalents comprise cash on hand,

deposits held at call at banks and other short-term highly liquid investments with maturities of three months or less from

the date of acquisition and are not used as collateral.

3.5 Trade accounts receivable

Trade accounts receivable are recognised initially at original invoice amount and subsequently measured at the remaining

amount less allowance for doubtful receivables. The amount of the allowance is different between the carrying amount of

receivable and the amount expected to be collected. Bad debts are recognised in the statement of income within

administrative expenses.

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

3. Significant accounting policies (Cont’d) 3.6 Inventories The Group’s inventories comprise condominium units, land and single detached houses for sale, construction supplies for

sale, and food and beverage and supplies. Inventories are stated on the balance sheet at the lower of cost or net realisable

value. Costs of inventories are determined on the following basis:

- Costs of condominium units, land and single detached houses for sale are determined by the specific method.

- Costs of construction supplies are determined by the first-in, first-out method.

- Cost of food and beverage and supplies are determined by weighted average cost method.

The cost of inventory comprises purchase and construction costs and other direct costs. Net realisable value is the estimate

of the selling price in the ordinary course of business less costs of completions and costs necessary to make the sales and

selling expenses. Allowance is made, where necessary, for obsolete inventories.

3.7 Real estate development cost Real estate development cost is stated at cost less allowance for loss on projects. Costs include cost of land,cost of land

development, costs of constructions of real estate projects and infrastructure and related borrowing costs.

The Group recognises real estate development cost upon the transfer of titleship to the buyer (Note 3.8).

3.8 Construction contracts Prior to the announcement of the Thai Financial Reporting Interpretation Committee (“TFRIC”) no. 15 “Agreements for the

Construction of Real Estate” in 2010, the Group recognised revenues from sales of real estate under development, the using

the percentage of completion method. In order to conform with such interpretation, the Group has changed its method to

recognise the real estate contracts revenue and expenses upon the transfer of titleship to the buyer. The retrospective

adjustment has been made to the comparative financial statements as explained in Note 2.

Installment under the contract is shown as “Deposits and advance received from customers”

Revenue and cost on a construction contract is recognised the transfer of titleship to the buyer. The amount of the

anticipated loss is fully recognised in the period when it is probable that the total contract cost in excess of total

contract revenue.

noble development public company limited | annual report 2010

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

3. Significant accounting policies (Cont’d) 3.9 Investments Investments in non-marketable equity securities which are classified as general investments are carried at cost less an

allowance for impairment in value. A test for impairment is carried out when there is a factor indicating that such

investment might be impaired. If the carrying value of the investment is higher than its recoverable amount, an impairment

loss is charged to the statement of income within administrative expenses.

On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is recognised

as other income or other expense in the statement of income.

3.10 Property, plant and equipment Property, plant and equipment comprise of land of clubhouses, clubhouses, building for lease, building improvements and

office equipment. Clubhouses comprise clubhouse buildings, swimming pools and sports clubs. Land is stated at cost

less an allowance for impairment. Other property, plant and equipment are initially recorded at cost less accumulated

depreciation and an allowance for impairment.

Depreciation is calculated on the straight line method to write off the cost of each asset, except for land as it is deemed to

have an indefinite useful life, to their residual values over their estimated useful lives as follows:

Clubhouses

5 - 20 years

Building for lease

20 years

Building improvements

3 - 10 years

Furniture and fixtures, and equipment 5 years

Vehicles

* Furniture and fixtures, and equipment purchase from 1 January 2010 onwards using double declining method

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to

its recoverable amount.

Gains and losses on disposals of property, plant and equipment are determined by reference to their carrying amounts and

are taken into other income and other expenses, respectively, in the statement of income.

Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred.

The cost of major renovations is included in the carrying amount of the asset when it is probable that future economic

benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major

renovations are depreciated over the remaining useful life of the related asset.

5 years

noble development public company limited | annual report 2010

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

3. Significant accounting policies (Cont’d) 3.11 Capitalisation of borrowing costs Borrowing costs to finance the construction of property and equipment are capitalised during the period of time that is

required to complete and prepare the property for its intended use as part of cost of the asset. The borrowing costs include

interest on short-term and long-term borrowings.

The capitalisation rate used to determine the amount of borrowing costs to be capitalised is a weighted average interest

rate applicable to the Group’s outstanding borrowings during the year. Where funds are borrowed specifically for the

acquisition, construction or production of property and equipment, the amount of borrowing costs eligible for capitalisation

on that asset is determined at the actual borrowing costs incurred on that borrowing during the period less any investment

income on the temporary investments of those borrowings.

3.12 Intangible assets

Computer software

Acquired computer software licences are capitalised as intangible assets on the basis of the costs incurred to acquire and

bring to use the specific software. These costs are amortised over their estimated useful lives of 5 years.

Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred.

Except for costs that are directly associated with identifiable and unique software products controlled by the Group and

will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Direct

assets include staff costs of the software development team and an appropriate portion of relevant overheads.

Expenditure which enhances or extends the performance of computer software programmes beyond their original

specifications is recognised as a capital improvement and added to the original cost of the software. Computer software

development costs are recognised as intangible assets are amortised using the straight-line method over their estimated

useful lives of 5 years.

Intangible assets are recorded at cost and will not revalued. The carrying amount of each intangible asset is reviewed

annually and adjusted for impairment where it is considered as necessary.

noble development public company limited | annual report 2010

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

3. Significant accounting policies (Cont’d) 3.13 Deferred income taxes

Deferred income tax is provided, using the liability method, for all temporary differences arising between the tax base of

assets and liabilities and their carrying amounts in the financial statements.

The principal temporary differences arise from allowance for doubtful accounts, allowance for impairment in value of assets,

deposits and advances received from customers. Tax rates at the balance sheet date are used in the determination of

deferred income tax.

Deferred tax assets are recognised in full. Valuation allowance is made to reduce the deferred tax assets to an amount

that is more likely than not to be realised.

For the presentation in consolidated financial statements, the Group set off deferred income tax assets against deferred

income tax liability on each entity basis before considering the overall net presentation in the balance sheets.

3.14 Financial assets and financial liabilities

Financial assets carried on the balance sheets include cash on hand and at financial institutions, trade accounts receivable,

loans and investments. Financial liabilities carried on the balance sheets include trade accounts payable, accrued expenses

and borrowings. The particular recognition methods adopted are disclosed in the individual accounting policy statements

associated with each item.

3.15 Accounting for long-term leases

Where the Group is the lessee

Leases not transferring a significant portion of the risks and rewards of ownership to the lessee are classified as operating

leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement

of income on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period

has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in

which termination takes place.

Where the Group is the lessor

Assets leased out under operating leases are included in property, plant and equipment in the balance sheet. They are

depreciated over their estimated useful lives on a basis consistent with other similar property, plant and equipment owned

by the Group.

noble development public company limited | annual report 2010

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

3. Significant accounting policies (Cont’d) 3.16 Revenue recognition

Real estate development business

Revenues from sales of land and single detached house and condominium units are recognised upon the transfer of the

titleship to buyer. See accounting policy note 3.8.

Other revenues

Other revenues comprise the invoiced value for the sale of goods and services net of output tax, rebates and discounts.

Revenue from sales of goods is recognised when significant risks and rewards of ownership of the goods are transferred

to the buyer. Revenue from services is recognised as revenue in the year in which the service is rendered.

Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the lease term.

Income from contracts cancellation is recognised when contracts are cancelled by customers.

Interest income is recognised on a time proportion basis, taking account of the principal outstanding and the effective rate

over the period to maturity, when it is determined that such income will accrue to the Group.

3.17 Foreign currency translation

Items included in the financial statements of each entity in the Group are measured using Thai Baht. The consolidated

financial statements are presented in Thai Baht.

Foreign currency transactions of the Group are translated into Thai Baht using the exchange rates prevailing at the date of

the transactions. Monetary assets and liabilities denominated in foreign currencies outstanding at the balance sheet date

are translated into Thai Baht at the exchange rates prevailing at that date. Gains and losses resulting from the settlement of

foreign currency transactions and from the translation of monetary assets and liabilities denominated in foreign currencies

are recongnised in other income and other expenses, respectively, in the statement of income.

3.18 Borrowings - bills of exchange Borrowings are recognised initially at the proceeds received (net of transaction costs incurred). In subsequent periods,

borrowings are stated at amortised cost using the effective yield method. Any difference between proceeds (net transaction

costs) and the redemption value is recognised in the statement of income over the period of the borrowings.

3.19 Provisions - general

Provisions, excluding the provisions relating to employee benefits, are recognised when the Group has a present legal

or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the

obligation, and a reliable estimate of the amount of the obligation can be made. Where the Group expects a provision to

be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

3. Significant accounting policies (Cont’d) 3.20 Employee benefits Provision for employee benefits

In 2010, the Company has early adopted TAS no. 19 “Employee Benefits” by applying retrospective adjustments to the

comparative financial statement as member in Note 2.

The Company provides for post employment benefits, payable to employees under the Thai Labour Law. The amounts

payable in the future depend on the salary and years of service of the respective employees. The benefit is not funded but a

reserve for the liability is recorded in the financial statements. The liability arising as a result of such regulation is recorded

as the present value of estimated future cash outflows using interest rates reference to yields on long-term government

bonds which have terms to maturities approximating the terms of the related liabilities. The calculation of provision for

retirement benefits recorded in the financial statements is prepared by an independent actuary.

Provident fund

The Company established a contributory registered provident fund on 1 October 1994 in accordance with the Provident

Fund Act, B.E. 2530, Ministerial Regulations, the Office of the Securities and Exchange Commission’s notification and

related amendments. The assets of which are held in a separate trust fund.

Under the provident fund, the Company contributes 3% - 7% and employees can choose to contribute 3% - 7% of their

basic salaries. The Company appointed an authorised fund manager to manage the fund in accordance with the terms and

conditions described in the Provident Fund Act, Ministerial Regulation and related regulations.

Contributions to the provident fund are charged to the statement of income in the year to which they relate.

3.21 Dividends

Dividends are recorded in the consolidated and company’s financial statements in the period in which they are approved by

the shareholders.

3.22 Segment reporting

Segment information is presented by business segment of operations of the Group and the Company.

noble development public company limited | annual report 2010

page 02 | 019


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

4. Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares of sell assets to reduce debt.

5. Cash and cash equivalents Consolidated

Company

2010 (baht)

2009(baht)

2010 (baht)

2009(baht)

2,233,098

3,759,629

1,652,098

3,759,629

maturities of 3 months or less

1,076,277,653

736,920,467

1,061,418,679

712,741,183

Total cash and cash equivalents

1,078,510,751

740,680,096

1,063,070,777

716,500,812

Cash on hand Deposits on call, fixed deposits and promissory notes with

As at 31 December 2010, fixed deposits at banks and promissory notes with maturities of 3 months of local financial institutions carry interest at the rates of 0.70% - 1.90% per annum (2009 : 0.50% - 1.50% per annum).

6. Short-term investments at financial institutions As at 31 December 2010, short-term investments in the consolidated and company financial statements with a net book value of Baht 33.11 million and Baht 29.31 million (2009 : Baht 31.93 million and Baht 27.46 million), respectively, are fixed deposits redeemable after 3 months, at banks with interest rate at 0.70% - 1.25% per annum (2009 : 0.50% - 0.75% per annum) which are pledged with the banks for letters of guarantee issued by the banks to State Enterprises and Land Allotment Supervision Board (Note 31).

7. Trade accounts receivable - real estate development business Consolidated

Trade accounts receivable

Company

2010 (baht)

2009(baht)

2010 (baht)

2009(baht)

503,302

498,088

503,302

498,088

(5,214)

-

(5,214)

-

Lees Short-term trade accounts

receivable

Long-term trade accounts receivable

498,088

498,088

498,088

498,088

Less Allowance for doubtful accounts

(498,088)

(498,088)

(498,088)

(498,088)

-

-

-

-

Long-term trade accounts receivable (net)

Long-term trade accounts receivable as at 31 December 2010 included 11 troubled debtors (2009 : 11 debtors) which the Company fully provides an allowance for doubtful debts. All long-term accounts receivable have been outstanding for mover than 12 months.

noble development public company limited | annual report 2010

page 02 | 020


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

8. Short-term loans to and amounts due from subsidiaries (net) Consolidated 2010 (bath)

Average interest rate (%)

Short-term loans

Interest receivable

Continental City Company Limited

6.02

29,000,000

272,632

S&P Property Company Limited

6.02

14,544,031

Ban Suk Sabai Company Limited

6.02

23,104,684

Research & Consultant Company Limited

6.02

Short-term loans to and amounts due from subsidiaries

Short-term loans to and Les allowance amounts due Other for doubtful from subsidiaries receivable accounts (net)

27,753

-

29,300,385

2,107,207

-

(16,651,238)

-

7,232,904

2,051

(28,777,959)

1,561,680

3,417,360

2,864,676

-

(6,282,036)

-

70,066,075

12,477,419

29,804

(51,711,233)

30,862,065

Consolidated 2009 (bath)

Short-term loans to and Les allowance amounts due Other for doubtful from subsidiaries receivable accounts (net)

Average interest rate (%)

Short-term loans

Interest receivable

S&P Property Company Limited

6.46

14,544,031

1,231,656

-

(15,775,687)

-

Ban Suk Sabai Company Limited

6.41

18,804,684

6,011,074

-

(23,369,894)

1,445,864

Research & Consultant Company Limited

6.46

3,257,360

2,663,199

-

(5,920,559)

-

36,606,075

9,905,929

-

(45,066,140)

1,445,864

Short-term loans to and amounts due from subsidiaries

Short-term loans to subsidiaries are unsecured loans denominated in Thai Baht and called on demand. Amount due from subsidiaries represent interest receivables for the loans to subsidiaries and other receivable. Movement in short-term loans and amounts due from subsidiaries (net) for the years ended 31 December 2010 and 2009 are analysed as follows: Company

2010 (baht)

Opening net book value Additional loans Receipts of loan repayments

2009(baht)

1,445,864

-

217,960,000

19,080,000

(184,500,000)

(12,000,000)

Increase (decrease) in interest receivable

2,571,490

4,565,844

Increase (decrease) in amounts due from

29,804

(46,544)

-

(52,571,298)

Transfer to long-term loans to and amount due from other companies - loans to and interest receivable (Note 12) - allowance for doubtful accounts (Note 12)

-

52,571,298

(Increase) decrease in allowance for doubtful accounts (Note 26)

(6,645,093)

(10,153,436)

Ending net book value

30,862,065

1,445,864

On 15 December 2009, the Company sold the entire investment in a subsidiary, namely Playground Store Company Limited. The Company reclassified short-term loans to and amounts due from subsidiary to long-term loans to and amounts due from other company (Note 12).

noble development public company limited | annual report 2010

page 02 | 021


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

9. Inventories (net) Consolidated

Company

2010 (baht)

2009(baht)

Land for sale

348,676,123

338,750,817

348,676,123

338,750,817

Houses for sale

228,662,222

371,929,611

228,662,222

371,929,611

Condominium units for sale

271,088,563

78,016,519

243,971,773

78,016,519

Bought condominium units for sale

6,048,100

6,048,100

10,945,449

6,048,100

Construction supplies

1,420,864

1,420,864

-

-

Retails merchandise

2,220,437

2,556,015

2,220,437

2,556,015

858,116,309

798,721,926

834,476,004

797,301,062

- land for sale

(57,000,000)

(57,000,000)

(57,000,000)

(57,000,000)

- condominium units for sale

(33,755,246)

(29,313,246)

(33,755,246)

(29,313,246)

(1,420,864)

(1,420,864)

-

-

765,940,199

710,987,816

743,720,758

710,987,816

Total

2010 (baht)

2009(baht)

Less Allowance for impairment

Allowance for obsolescence - construction supplies

Inventories (net)

As at 31 December 2010, certain plots of land for sale with a net book value of Baht 12.56 million which was used as security

against short-term borrowings from a financial institution, is released. In addition, another plots of land for sale with a net book

value of Baht 8.24 million (2009 : Baht 8.24 million) is used as a collateral at the court.

As at 31 December 2010, land for sale with a net book value of Baht 234.48 million (2009 : Baht 224.56 million) are being used

as collaterals against promissory notes issued to a local bank amounting to Baht 125 million (2009 : Baht 500 million).

10. Real estate development cost Consolidated

Company

2010 (baht)

2009 (Restated) (baht)

2010 (baht)

2009 (Restated) (baht)

Land development

5,996,514,674

3,081,253,168

5,917,666,426

2,667,586,537

Construction in progress

1,936,344,230

2,559,619,462

1,449,927,292

1,649,870,202

231,177,191

267,369,782

213,361,886

191,845,368

Mocks up and project offices

63,548,719

72,491,572

61,740,545

58,284,572

Other related costs

35,253,251

26,529,974

31,567,012

16,923,272

Capitalised interest

Total

8,262,838,065

6,007,263,958

7,674,263,161

4,584,509,951

Less Transfer to cost of sales

(1,064,376,816)

(994,301,234)

(1,064,376,816)

(994,301,234)

Real estate development cost

7,198,461,249

5,012,962,724

6,609,886,345

3,590,208,717

93,786,959

77,852,836

93,786,959

57,353,552

7,841,444,322

9,006,964,524

7,598,816,072

6,692,665,424

Capitalised interest during the year

Total value of contracts signed

noble development public company limited | annual report 2010

page 02 | 022


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

10. Real estate development cost (Cont’d)

As at 31 December 2010, real estate development costs in the consolidated and company financial statements with a net book

value of Baht 5,795 million and Baht 5,795 million (2009 : Baht 4,942 million and Baht 3,519 million), respectively, are being

used as collaterals against the borrowings of the Company and its subsidiary from local banks amounting to Baht 3,198 million

and Baht 3,198 million (2009 : Baht 2,796 million and Baht 1,813 million), respectively (Note 18.2).

For the year ended 31 December 2010, the Company’s subsidiary transferred property, plant and equipment amounting to

approximately Baht 413 million (Note 14) to real estate development cost in order to be compatible with the changed

business plan.

11. Other current assets (net) Consolidated

Company

2010 (baht)

2009 (baht)

2010 (baht)

2009 (baht)

Advances to contractors

153,834,487

141,318,853

152,977,778

120,612,141

Land deposits

241,434,000

175,000,000

241,434,000

175,000,000

275,413

13,393,662

22,220

-

-

-

4,585,076

4,585,076

1,529,686

1,529,686

1,529,686

1,529,686

- other companies

1,741,677

43,172,769

1,589,702

43,172,769

Advances to employees

1,925,523

1,586,500

1,925,523

1,586,500

Accrued interest income

20,315,230

19,990,895

20,315,230

19,990,895

182,169

8,781,508

182,169

8,781,508

7,724,432

6,848,483

4,633,884

4,143,266

428,962,617

411,622,356

429,195,268

379,401,841

VAT receivables Accrued management fees - related companies (Note 30 b)) - other companies Accrued rental and service income

Advance to house juristic person Others account receivable and others

Total

Less Allowance for doubtful

accrued rental and service income and accrued

management fee - related companies (Note 30 b))

-

-

(4,585,076)

(4,585,076)

- other companies

-

(40,144,578)

-

(40,144,578)

(19,726,806)

(19,726,806)

(19,726,806)

(19,726,806)

(2,087,349)

(2,087,349)

(2,087,349)

(2,087,349)

407,148,462

349,663,623

402,796,037

312,858,032

Allowance for doubtful interest receivable Allowance for doubtful other receivable

noble development public company limited | annual report 2010

page 02 | 023


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

12. Long-term loans to and amounts due from other companies (net) Consolidated and Company 2010 (bath)

Bangplee View Company Limited

Average Interest rate (%)

Long-term loans

Interest receivable

Less allowance for doubtful accounts

Total (net)

7.50 - 8.00

83,000,000

30,989,101

(9,082,217)

104,906,884

Consolidated and Company 2009 (bath)

Bangplee View Company Limited Playground Store Company Limited

Less allowance for doubtful accounts

Total (net)

24,703,101

-

107,703,101

6,002,237

(52,702,237)

-

30,705,338

(52,702,237)

107,703,101

Average Interest rate (%)

Long-term loans

Interest receivable

7.50 - 8.00

83,000,000

6.02

46,700,000

129,700,000

As at 31 December 2010 and 2009, outstanding of long-term loans to and amounts due from other companies which used to

be an associate and a subsidiary in the Group, represent unsecured promissory note loans. The loans are denominated in

Thai Baht. The loans are repayable at call.

However, the Company will not call the loans and interest receivable outstanding as at 31 December 2010 from Bangplee View

Company Limited for settlement in the forthcoming twelve months from the balance sheet date. Therefore, the Company

presents the loans and interest receivable as long-term loans to and amounts due from other companies.

The movements of the loans to and amounts due from other company during the years ended 31 December are as follows: Consolidated and Company

Beginning balance

2010 (baht)

2009(baht)

107,703,101

103,459,030

-

52,571,298

-

(52,571,298)

Transfer from short-term loans and amounts due from subsidiaries - loans to and interest receivable (Note 8) - allowance for doubtful accounts (Note 8) Increase in allowance for doubtful accounts (Note 26)

(14,362,259)

(6,909,570)

Reversal of allowance for doubtful accounts (Note 26)

57,982,279

75,882,065

Increase in interest receivable

11,566,042

13,235,460

Interest received

-

(681,819)

Loan repayments received

-

(1,400,000)

Bad debt (Note 26)

(57,982,279)

(75,882,065)

Ending balance

104,906,884

107,703,101

On 15 December 2009, the Company sold the entire investment in a subsidiary, Playground Store Company Limited. The Company has reclassified short-term loans to and amounts due from subsidiary (Note 8) to long-term loans to and amounts due from other company.

noble development public company limited | annual report 2010

page 02 | 024


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

13. Investments in subsidiaries, associate and other investment (net) Company Paid-up share capital

Principal activities

2010 Million Baht

Investments in subsidiaries Continental City Company Limited Research & Consultant Company Limited Ban Suk Sabai Company Limited S&P Property Management Company Limited

Percentage of holding

2009 Million Baht

2010 Precent

440.0 10.0 2.0 2.0

100.0 65.0 100.0 100.0

Real estate Construction service Real estate Management service

2009 Percent

440.0 10.0 2.0 2.0

100.0 65.0 100.0 100.0

Consolidated and Company Paid-up share capital

Principal activities

2010 Million Baht

Percentage of holding

2009 Million Baht

2010 Percent

2009 Percent

6.5

6.5

50.0

50.0

265.0

265.0

1.9

19

Investment in associate N.K. Energy Conservation Company Limited

Light weight wall panel

Other investment Khonkaenland Development Group Company Limited

Real estate

Investments in subsidiaries and associate as at 31 December 2010 and 2009 are as follows: Consolidated (Equity method)

Company (Cost method)

2010 (baht)

2009 (baht)

2010 (baht)

2009 (baht)

Continental City Company Limited Research & Consultant Company Limited Ban Suk Sabai Company Limited S&P Property Management Company Limited

-

-

442,783,506 6,500,000 1,360,000 5,000

442,783,506 6,500,000 1,360,000 5,000

Total Less Allowance for impairment of investment in subsidiaries

-

-

450,648,506

450,648,506

-

-

(7,865,000) 442,783,506

(7,865,000) 442,783,506

3,247,400

3,247,400

3,247,400

3,247,400

(3,247,400) -

(3,247,400) -

(3,247,400) -

(3,247,400) -

5,000,000 (5,000,000) -

5,000,000 (5,000,000) -

5,000,000 (5,000,000) -

5,000,000 (5,000,000) -

-

-

442,783,506

442,783,506

Investments in subsidiaries

Investment in associate* N.K. Energy Conservation Company Limited Less Allowance for impairment of investment in associate

Other investment** Khonkaenland Development Group Company Limited Less Allowance for impairment of other investment Other investment (net) Total investments in subsidiaries, associate and other investment (net)

* According to Group’s policy, investment in associate is presented in consolidated financial statements by using equity method. However, the operation of this associate does not form significant part to the Group. In addition, the Group has already provided full allowance for impairment for this investment. Therefore, the Company has presented investment in associate in consolidated financial statements by using cost method. ** Other investment is presented at cost in consolidated statement.

noble development public company limited | annual report 2010

page 02 | 025


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

13. Investments in subsidiaries, associate and other investment (net) (Cont’d) On 15 December 2009, the Company fully disposed investment in Playground Store Company Limited, as a result, it was no longer a subsidiary of the Company. The balance of assets and liabilities as at 14 December 2009 of this company included in consolidated statement of cash flows are as follows:

14 Dcember 2009 (Baht)

Other current assets

1,551,637

Equipment (net)

211,392

Other non-current assets

69,607

Trade accounts payable

(633,670)

Accrued expenses

(54,702)

Other current liabilities - Noble Development Public Company Limited

(92,715,875)

- Other companies

(281,244)

Net book value of Playground Store Company Limited

(91,852,855)

Less Cash received from sale of investment

500,000

Gain from sale of investment

92,352,855

Less Other current liabilities - Noble Development Public Company Limited

(92,715,875)

Loss from sale of investment presented in the consolidated financial statements

noble development public company limited | annual report 2010

(363,020)

page 02 | 026


noble development public company limited | annual report 2010

14. Property, plant and equipment (net)

Consolidated (Baht) Furniture and fixtures, office equipment and vehicles

Land

Clubhouses

Equipments used for building for lease

Building for lease improvements

Building for lease

Furniture and fixtures, for lease

Building for lease in progress

Total

As at 31 December 2008 Cost

498,734,277

103,388,426

101,521,894

252,467,891

102,995,000

6,178,509

109,944,338

416,248,693

1,591,479,028

-

(87,026,468)

(45,453,660)

(20,577,999)

(19,221,598)

(563,988)

(33,095,576)

-

(205,939,289)

(13,740,000)

(4,017,911)

(49,531,041)

-

(3,536,398)

-

-

-

(70,825,350)

484,994,277

12,344,047

6,537,193

231,889,892

80,237,004

5,614,521

76,848,762

416,248,693

1,314,714,389

484,994,277

12,344,047

6,537,193

231,889,892

80,237,004

5,614,521

76,848,762

416,248,693

1,314,714,389

-

2,085,177

73,255

132,000

190,500

402,652

1,048,091

105,305,979

109,237,654

1,579,010

-

-

-

-

-

-

17,073,845

18,652,855

-

166,181

-

14,089,052

-

-

-

-

14,255,233

- cost

-

(18,316,456)

-

(149,250)

(6,915,845)

(19,255)

(20,099,104)

-

(45,499,910)

- accumulated depreciation

-

14,082,316

-

-

3,379,447

5,285

20,098,480

-

37,565,528

- allowance for impairment of assets

-

4,017,911

-

-

3,536,398

-

-

-

7,554,309

Depreciation charge (Note 26)

-

(4,998,855)

(736,666)

(13,394,031)

(9,625,348)

(1,293,970)

(18,137,370)

-

(48,186,240)

486,573,287

9,380,321

5,873,782

232,567,663

70,802,156

4,709,233

59,758,859

538,628,517

1,408,293,818

500,313,287

87,323,328

101,595,149

266,539,693

96,269,655

6,561,906

90,893,325

538,628,517

1,688,124,860

-

(77,943,007)

(46,190,326)

(33,972,030)

(25,467,499)

(1,852,673)

(31,134,466)

-

(216,560,001)

(13,740,000)

-

(49,531,041)

-

-

-

-

-

(63,271,041)

486,573,287

9,380,321

5,873,782

232,567,663

70,802,156

4,709,233

59,758,859

538,628,517

1,408,293,818

Less Accumulated depreciation

Allowance for impairment of assets

Net book value

For the year ended 31 December 2009 Opening net book value Additions Interest capitalised Transfer from inventories Disposals

page 02 | 027

Closing net book value

As at 31 December 2009 Cost Less Accumulated depreciation

Allowance for impairment of assets

Net book value


noble development public company limited | annual report 2010

14. Property, plant and equipment (net) (Cont’d)

Consolidated (Baht) Furniture and fixtures, office equipment and vehicles

Land

Clubhouses

Equipments used for building for lease

Building for lease improvements

Building for lease

Furniture and fixtures, for lease

Building for lease in progress

Total

For the year ended 31 December 2010 486,573,287

9,380,321

5,873,782

232,567,663

70,802,156

4,709,233

59,758,859

538,628,517

1,408,293,818

-

3,265,004

46,887

67,754

-

572,493

669,223

3,321,794

7,943,155

1,089,890

-

-

-

-

-

-

2,955,393

4,045,283

-

-

-

132,574,425

88,776,978

-

812,605

(222,164,008)

-

(89,906,019)

-

-

-

-

-

-

(322,741,696)

(412,647,715)

-

-

-

40,647,257

7,111,919

-

-

-

47,759,176

- cost

-

-

(27,715)

-

-

-

-

-

(27,715)

- accumulated depreciation

-

-

17,727

-

-

-

-

-

17,727

Depreciation charge (Note 26)

-

(3,884,209)

(648,547)

(14,629,511)

(11,022,972)

(1,421,331)

(17,493,361)

-

(49,099,931)

397,757,158

8,761,116

5,262,134

391,227,588

155,668,081

3,860,395

43,747,326

-

1,006,283,798

411,497,158

90,588,332

101,614,321

439,829,129

192,158,552

7,134,399

92,375,153

-

1,335,197,044

-

(81,827,216)

(46,821,146)

(48,601,541)

(36,490,471)

(3,274,004)

(48,627,827)

-

(265,642,205)

(13,740,000)

-

(49,531,041)

-

-

-

-

-

(63,271,041)

397,757,158

8,761,116

5,262,134

391,227,588

155,668,081

3,860,395

43,747,326

-

1,006,283,798

Opening net book value Additions Interest capitalised Transfer in (out) Transfer to real estate development cost (Note 10) Transfer from inventories Disposals

Closing net book value

As at 31 December 2010 page 02 | 028

Cost Less Accumulated depreciation

Allowance for impairment of assets

Net book value


noble development public company limited | annual report 2010

14. Property, plant and equipment (net) (Cont’d) Company (Baht) Furniture and fixtures, office equipment and vehicles

Land

Clubhouses

Building for lease

Building for lease improvements

Equipments used for building for lease

Furniture and fixtures, for lease

Building for lease in progress

Total

As at 31 December 2008 Cost Less Accumulated depreciation Allowance for impairment of assets

269,516,986 (13,740,000)

84,469,463 (73,130,199) -

101,521,894 (45,453,659) (49,531,042)

252,467,891 (20,577,999) -

96,079,155 (15,842,151) -

6,178,509 (563,988) -

89,845,977 (12,997,215) -

-

900,079,875 (168,565,211) (63,271,042)

Net book value

255,776,986

11,339,264

6,537,193

231,889,892

80,237,004

5,614,521

76,848,762

-

668,243,622

Opening net book value Additions Transfer from inventories Disposals - cost - accumulated depreciation Depreciation charge (Note 26)

255,776,986 -

11,339,264 2,068,707 166,181

6,537,193 73,255 -

231,889,892 132,000 14,089,052

80,237,004 190,500 -

5,614,521 402,652 -

76,848,762 1,048,091 -

-

668,243,622 3,915,205 14,255,233

-

(26,373) 21,536 (4,271,816)

(736,666)

(149,250) (13,394,031)

(9,625,348)

(19,255) 5,285 (1,293,970)

(743) 119 (18,137,370)

-

(195,621) 26,940 (47,459,201)

Closing net book value

255,776,986

9,297,499

5,873,782

232,567,663

70,802,156

4,709,233

59,758,859

-

638,786,178

Cost Less Accumulated depreciation Allowance for impairment of assets

269,516,986 (13,740,000)

86,677,978 (77,380,479) -

101,595,149 (46,190,325) (49,531,042)

266,539,693 (33,972,030) -

96,269,655 (25,467,499) -

6,561,906 (1,852,673) -

90,893,325 (31,134,466) -

-

918,054,692 (215,997,472) (63,271,042)

Net book value

255,776,986

9,297,499

5,873,782

232,567,663

70,802,156

4,709,233

59,758,859

-

638,786,178

Opening net book value Additions Transfer from inventories Disposals - cost - accumulated depreciation Depreciation charge (Note 26)

255,776,986 -

9,297,499 3,056,405 -

5,873,782 46,887 -

232,567,663 67,753 40,647,257

70,802,156 7,111,919

4,709,233 572,492 -

59,758,859 669,223 -

-

638,786,178 4,412,760 47,759,176

-

(3,771,884)

(27,715) 17,727 (648,547)

(14,320,775)

(10,196,019)

(1,421,331)

(17,478,210)

-

(27,715) 17,727 (47,836,766)

Closing net book value

255,776,986

8,582,020

5,262,134

258,961,898

67,718,056

3,860,394

42,949,872

-

643,111,360

Cost Less Accumulated depreciation Allowance for impairment of assets

269,516,986 (13,740,000)

89,734,383 (81,152,363) -

101,614,321 (46,821,145) (49,531,042)

307,254,703 (48,292,805) -

103,381,574 (35,663,518) -

7,134,398 (3,274,004) -

91,562,548 (48,612,676) -

-

970,198,913 (263,816,511) (63,271,042)

Net book value

255,776,986

8,582,020

5,262,134

258,961,898

67,718,056

3,860,394

42,949,872

-

643,111,360

For the year ended 31 December 2009

As at 31 December 2009

page 02 | 029

For the year ended 31 December 2010

As at 31 December 2010


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

14. Property, plant and equipment (net) (Cont’d) As at 31 December 2010, land and building for lease in the consolidated and company financial statements with a net book value of Baht 158 million (2009 : Baht 168 million) are being used as collaterals of borrowings of the Company (Note 18.2). All equipments of the Group are free-hold. As at 31 December 2010 and 2009, the assets in the consolidated and company financial statements with a net book value of Baht 167 million and Baht 99 million (2009 : Baht 99 million and Baht 99 million), respectively are under a three-year operating lease agreement with non-related companies. The non-related companies have an option to renew this operating lease agreements for another three-year period. During the year ended 31 December 2010, the Company transferred its inventories amount to Baht 48 million to present under property, plant and equipment in order to compatible with the changed business plan. For the year ended 31 December 2010, the Company’s subsidiary transferred property, plant and equipment amounting to approximately Baht 413 million (Note 10) to real estate development cost in order to be compatible with the changed business plan. As at 31 December 2010, the carrying amounts before a deduction of accumulated depreciation of property and equipment are fully depreciated but are still in use in the consolidated and company financial statements are Baht 77 million and Baht 77 million (2009 : Baht 68 million and Baht 68 million), respectively.

15. Intangible assets (net) Computer software

Consolidated (baht)

Company (baht)

As at 31 December 2009 Cost Less Accumulated amortisation Allowance for impairment of intangible assets Net book amount

9,791,210 (3,275,940) (1,106,110) 5,409,160

5,854,906 (742,460) 5,112,446

5,409,160 268,840 (2,518,325) 1,412,215 1,106,110 (1,492,244)

5,112,446 264,780 (1,210,814)

4,185,756

4,166,412

7,541,725 (3,355,969) 4,185,756

6,119,686 (1,953,274) 4,166,412

4,185,756 912,218 (1,344,377) 3,753,597

4,166,412 912,218 (1,334,845) 3,743,785

8,453,943 (4,700,346) 3,753,597

7,031,904 (3,288,119) 3,743,785

For the year ended 31 December 2009 Opening net book amount Additions Disposals - cost - accumulated amortisation - allowance for impairment of intangible assets Amortisation charge (Note 26) Closing net book value

As at 31 December 2009 Cost Less Accumulated amortisation Net book amount

For the year ended 31 December 2010 Opening net book amount Additions Amortisation charge (Note 26) Closing net book value

As at 31 December 2010 Cost Less Accumulated amortisation Net book amount

noble development public company limited | annual report 2010

page 02 | 030


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

16. Deferred income taxes (net) Deferred income taxes are calculated on all temporary differences under the liability method using a principal tax rate of 25% and 30% (2009 : 25% and 30%) in general. Consolidated

2010 (baht)

Company

2009 Restated (baht)

2010 (baht)

2009 Restated (baht)

Presentation of deferred income tax on balance sheets: 83,975,666

Deferred income tax assets (net)

171,527,078

83,689,689

83,065,689

The movements in the deferred income tax account for the years ended 31 December 2010 and 2009 are as follows: Consolidated

2010 (baht)

Company

2009 Restated (baht)

2010 (baht)

2009 Restated (baht)

Deferred income tax assets (net) Opening balance Income tax (expense) presented in statements of income (Note 27) Reversal of valuation allowance (Note 27) Ending balance

171,527,078

159,095,186

83,065,689

70,810,413

(110,763,116) 23,211,704

(52,414,254) 64,846,146

(20,926,431) 21,550,431

(51,705,945) 63,961,221

83,975,666

171,527,078

83,689,689

83,065,689

Deferred income tax assets and liability as at 31 December 2010 and 2009 are derived from the following temporary differences: Consolidated

2010 (baht)

Company

2009 Restated (baht)

Notes

2010 (baht)

2009 Restated (baht)

Deferred income tax assets (net) Allowance for impairment in value of investment Allowances for doubtful loans and long-term accounts receivable Allowance for impairment in value of land, plant and equipment Allowance for obsolescence inventories Allowances for accrued rental and service income and accrued management fee Deposits and advances received from customers Provision for employee benefits Others

13

2,061,850

2,061,850

4,028,100

4,028,100

7, 8, 11, 12

7,848,615

18,753,620

20,776,423

30,020,155

14 9

6,464,817 22,688,811

6,464,817 21,578,311

6,464,817 22,688,811

6,464,817 21,578,311

11

-

10,036,144

1,146,269

11,182,414

20 10, 17

54,731,904 1,758,553 3,525,843

145,852,168 1,570,721 3,525,878

54,445,928 1,758,553 3,525,843

57,390,778 1,570,721 3,525,879

99,080,393 (15,104,727)

209,843,509 (38,316,431)

114,834,744 (31,145,055)

135,761,175 (52,695,486)

83,975,666

171,527,078

83,689,689

83,065,689

Total Less Valuation allowance Deferred income tax assets (net)

noble development public company limited | annual report 2010

page 02 | 031


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

17. Other non-current assets (net) Consolidated

2010 (baht)

Company

2009 (baht)

2010 (baht)

2009 (baht)

Land deposits Income tax receivable (Note 27) Deposits - general Deposit for investment Withholding tax receivable

140,000,000 15,628,285 7,486,504 4,000,000 338

140,000,000 25,554,384 6,136,851 4,000,000 28,048

140,000,000 15,628,285 7,265,704 4,000,000 -

140,000,000 22,066,741 5,866,850 4,000,000 -

Total Less Allowance for deposit for investment

167,115,127 (4,000,000)

175,719,283 (4,000,000)

166,893,989 (4,000,000)

171,933,591 (4,000,000)

Total other non-current assets (net)

163,115,127

171,719,283

162,893,989

167,933,591

As at 31 December 2010 and 2009, deposit for investment of Baht 4 million is a deposit in a fund to jointly bid in loan portfolios from the Financial Restructuring Authority Sector. The Company has a right to invest at 10% of the bid price or the minimum amount of Baht 37.5 million. At the present, the restructuring process has not yet been completed. However, as at 31 December 2010 and 2009, the Company has set up an allowance for unrecoverable for deposit for investment in full.

18. Borrowings Consolidated

2010 (baht)

Company

2009 (baht)

2010 (baht)

2009 (baht)

Short-term borrowings Current portion of long-term borrowings Long-term borrowings

1,855,175,173 360,000,000 2,837,510,000

510,735,830 1,906,557,492 992,989,000

1,855,175,173 360,000,000 2,837,510,000

510,735,830 923,257,492 992,989,000

Total borrowings

5,052,685,173

3,410,282,322

5,052,685,173

2,426,982,322

18.1

The movements in the short-term borrowings for the years ended 31 December 2010 and 2009 can be analysed as follows: Consolidated

2010 (baht)

Opening balance Additional borrowings - financial institutions and other investors - subsidiary (Note 30 c)) Repayments of borrowings - financial institutions - subsidiary (Note 30 c)) Ending balance

Company

2009 (baht)

2010 (baht)

2009 (baht)

510,735,830

-

510,735,830

-

2,474,439,343 -

510,735,830 -

2,474,439,343 173,500,000

510,735,830 289,000,000

(1,130,000,000) -

-

(1,130,000,000) (173,500,000)

(289,000,000)

1,855,175,173

510,735,830

1,855,175,173

510,735,830

As at 31 December 2010, the outstanding Company’s short-term borrowings represent bills of exchange due within one year issued to local financial institutions and other investors with interest at the rates of 2.80% - 3.80% per annum (2009 : 3.90% - 4.40% per annum) and borrowings due at calls from a subsidiary with interest rate of MLR 1.50% per annum (Note 30 c)).

noble development public company limited | annual report 2010

page 02 | 032


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

18. Borrowings (Cont’d) 18.2

The movements in the long-term borrowings for the years ended 31 December 2010 and 2009 can be analysed as follows: Consolidated

2010 (baht)

Company

2009 (baht)

2010 (baht)

2009 (baht)

Current portion of long-term borrowings Opening balance Additional recognition of interest expense of bill of exchange Additional borrowings Transfer from long-term borrowings Repayments of borrowings

1,906,557,492

477,837,317

923,257,492

477,837,317

737,508 360,000,000 (1,907,295,000)

26,586 314,136,097 1,461,062,492 (346,505,000)

737,508 360,000,000 (923,995,000)

26,586 314,136,097 477,762,492 (346,505,000)

360,000,000

1,906,557,492

360,000,000

923,257,492

Opening balance Additional borrowings Repayments of borrowings Transfer to current portion of long-term borrowings

992,989,000 2,567,000,000 (362,479,000) (360,000,000)

2,272,953,197 2,054,609,295 (1,873,511,000) (1,461,062,492)

992,989,000 2,567,000,000 (362,479,000) (360,000,000)

1,435,353,197 1,908,909,295 (1,873,511,000) (477,762,492)

Ending balance

2,837,510,000

992,989,000

2,837,510,000

992,989,000

Ending balance

Long-term borrowings

The long-tem borrowings from local financial institutions of the Group and the Company consist of: Interest rate (%)

Type of loan

Maturity date

2010

Collateral

2009

Interest payable

2010

Extent due date

2009

Company Bills of exchange Promissory note Promissory note Promissory note Promissory note Long-term loan Long-term loan Long-term loan Long-term loan Long-term loan Long-term loan Long-term loan Long-term loan Long-term loan

12 February 2010 25 May 2010 25 August 2010 25 November 2010 25 February 2011 30 September 2010** 7 December 2011** 25 December 2011 18 March 2012 20 November 2012 21 April 2013 16 March 2014 12 July 2016 28 October 2014

MLR-0.50 MLR-1.50 MLR-1.25 MLR-1.00 MLR-1.00 MLR-1.50 MLR-1.50 MLR-1.50

7.61 MLR-0.50 MLR-0.50 MLR-0.50 MLR-0.75 MLR-1.50 MLR-1.50 MLR-1.50 MLR-1.25 MLR-1.25 MLR-1.00 -

On issuance date Monthly basis Monthly basis Monthly basis Monthly basis Monthly basis Monthly basis Monthly basis Monthly basis Monthly basis Monthly basis Monthly basis Monthly basis Monthly basis

A B B B B B B B

None A A A A B B B B B B -

No Yes Yes Yes Yes Yes No No No No No No No No

Subsidiary Long-term loan

20 November 2010 **

-

MLR-1.00

Monthly basis

-

B

Yes

Remark ** : Loan repayment were made on 26 March 2010, 18 November 2010 and 29 March 2010 for the Company and its subsidiary, respectively, before the maturity date. A : Pledged its lands including land, building and real estate development cost (Note 9, 10 and 14). B : Pledged its lands of related projects, including real estate development cost (Note 10).

As at 31 December 2010 and 2009, the followings are undrawn borrowing facilities: Consolidated

2010 Million Bath

Company

2009 Million Bath

2010 Million Bath

2009 Million Bath

Unused credit lines Floating interest rate

noble development public company limited | annual report 2010

3,167

1,808

page 02 | 033

3,167

1,421


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

19. Other current liabilities Consolidated

2010 (baht)

Company

2009 Restated (baht)

2010 (baht)

2009 Restated (baht)

Accrued expenses Other accounts payable Accrued interest expenses VAT payable Withholding tax payable Others

43,986,183 94,588,872 181,895 24,667,680 5,065,614 3,523,110

53,720,716 7,690,823 550,037 2,078,956 4,156,050 8,339,635

34,635,770 92,845,392 181,895 1,776,482 4,839,140 3,072,770

32,350,039 7,557,769 288,721 2,078,956 3,434,368 7,901,958

Total other current liabilities

172,013,354

76,536,217

137,351,449

53,611,811

20. Provision for employee benefits Consolidated

2010 (baht)

Company

2009 Restated (baht)

2010 (baht)

2009 Restated (baht)

Opening balances as at 1 January Increase during the year Payment during the year

6,282,886 789,847 (38,520)

5,544,476 738,410 -

6,282,886 789,847 (38,520)

5,544,476 738,410 -

Closing balances as at 31 December

7,034,213

6,282,886

7,034,213

6,282,886

21. Dividend payment At the annual general meeting of the Company’s shareholders held on 23 April 2010, the shareholders approved to pay dividend in respect of the year 2009 of Baht 0.36 per share amounting to a total of Baht 164 million which were paid to shareholders on 17 May 2010. At the annual general meeting of the Company’s shareholders held on 28 April 2009, the shareholders approved to pay dividend in respect of the year 2008 of Baht 0.25 per share amounting to a total of Baht 114 million which were paid to shareholders on 25 May 2009.

22. Legal reserve Consolidated and Company

2010 (baht)

2009 Restated (baht)

Opening balance Appropriation during the year

131,766,765 5,174,588

110,483,110 21,283,655

Ending balance

136,941,353

131,766,765

Under the Public Companies Act, the Company is required to set aside as a statutory reserve at least 5 percent of its net profit after accumulated deficit brought forward (if any) until the reserve is not less than 10 percent of the registered capital. The legal reserve is not distributable as a dividend.

noble development public company limited | annual report 2010

page 02 | 034


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

23. Minority interest Consolidated

2010 (baht)

2009 (baht)

Opening balance Share of net profit (loss) of subsidiary Disposition of investment in subsidiary to parent company

-

-

Ending balance (Note 32)

-

-

As at 31 December 2010 and 2009, a minority shareholder of Research & Consultant Company Limited has still unpaid share subscription approximately Baht 2.6 million. As a result, a minority interest is not calculated and presented.

24. Other income Consolidated

Company

For the years ended 31 December

2010 (baht)

Interest income and fine from default payment of rental and services fee Interest income Bad debt recovery Gain from contracts cancellation Income from sale of investment in subsidiaries Gain from disposal of fixed assets Reversal of provision for claims Income from expropriation Other incomes

2009 (baht)

2010 (baht)

2009 (baht)

31,028,933 22,624,247 11,895,482

18,757,078 2,040,000

31,028,933 22,571,752 10,895,482

21,639,907 2,040,000

4,873,505 3,639,111 14,756,604

11,524 8,179,981

4,873,505 3,639,111 7,914,993

500,000 11,524 3,308,036

88,817,882

28,988,583

80,923,776

27,499,467

During 2010, the Company has sued a company, which used to be its subsidiary company, for payments of default interest and fine arising from default payment of rental and service fees with interest 15% and 5%, respectively. The Company has recorded accrued interest income and fine arising from default payment of rental and service fee and also recorded an allowance for doubtful accounts and written-off in full amount (Note 12).

25. Other expenses Consolidated

Company

For the years ended 31 December

2010 (baht)

Loss on disposal of fixed assets Loss from sale of investment in subsidiaries

noble development public company limited | annual report 2010

2009 (baht)

2010 (baht)

2009 (baht)

9,988 -

363,020

9,988 -

-

9,988

363,020

9,988

-

page 02 | 035


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

26. Expenses by nature The following significant expenditure items, classified by nature for the years ended 31 December 2010 and 2009, have been charged in profit before finance costs and income tax: Consolidated

Company

For the years ended 31 December

2010 (baht)

Cost real estate development which sold during the year Employee costs Contribution to provident fund Provision for employee benefits (Note 20) Selling and marketing expenses Project management expenses Special business tax Bad debt for long-term loans to and amounts due from other company (Note 12) Allowance (reversal) for doubtful: - accounts receivable - real estate development business - short-term loans and amount due from subsidiaries (Note 8) - accrued rental and services, from related companies - long-term loans and amount due from other companies (Note 12) Depreciation charges (Note 14) Amortisation charges (Note 15)

2009 Restated (baht)

2010 (baht)

2009 Restated (baht)

3,132,867,684 146,149,621 5,056,020 751,327

1,177,697,522 123,220,768 3,811,544 738,410

1,737,230,467 145,672,263 5,056,020 751,327

1,177,697,522 119,400,730 3,811,544 738,410

139,833,483 22,934,398 71,673,005

84,275,227 50,554,070 2,070,609

116,887,569 22,934,398 55,379,563

84,270,604 30,126,786 2,070,609

57,982,279

75,882,065

57,982,279

75,882,065

-

255,368

-

255,368

-

-

6,645,093 -

10,153,436 580,753

(43,620,020) 49,099,931 1,344,377

(68,972,495) 48,186,240 1,492,244

(43,620,020) 47,836,766 1,334,845

(68,972,495) 47,459,201 1,210,814

27. Income tax Reconciliation of current year income tax: Consolidated

Company

For the years ended 31 December

2010 (baht)

2009 Restated (baht)

2010 (baht)

2009 Restated (baht)

Current income tax Income tax receivable (Note 17) Deferred income taxes assets and liability (net) (Note 16) Add Valuation allowance (Note 16)

(290,147,955) (110,763,116) 23,211,704

(31,205,330) 25,554,384 (52,414,254) 64,846,146

(103,231,504) (20,926,431) 21,550,431

(30,006,026) 22,066,741 (51,705,945) 63,961,221

Income tax expense for the year (Note 32)

(377,699,367)

6,780,946

(102,607,504)

4,315,991

noble development public company limited | annual report 2010

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

28. Basic earnings per share Basic earnings per share is calculated by dividing the net profit for the year attributable to shareholders by the weighted average number of paid-up ordinary shares in issue during the year. Consolidated

Company

For the years ended 31 December

2010 (baht)

Net profit for the year attributable to shareholders (Baht) Weighted average number of paid-up ordinary shares in issue (Shares) Basic earnings per share (Baht)

2009 Restated (baht)

2010 (baht)

2009 Restated (baht)

998,273,239

278,154,297

717,945,195

309,695,531

456,471,175

456,471,175

456,471,175

456,471,175

2.19

0.61

1.57

0.68

There are no potential dilutive ordinary shares in issue for the years ended 31 December 2010 and 2009.

29. Financial instruments A financial instrument is any contract that gives rise to both a financial asset of one entity and a financial liability or equity instrument of another entity. Risks relating to significant financial instruments held by the Group are summarised as follows:

Foreign exchange risk Foreign exchange risk is the risk that the value of a financial instrument will fluctuate due to changes in market foreign exchange rate. The Group has no significant exposure to foreign exchange risk due to there are no significant financial assets and liabilities denominated in foreign currency. As a result, the Group considers that it is not necessary to use derivative financial instruments to hedge such risk since management believes that future movements in market foreign exchange will not materially affect the Group’s operating results.

Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the Company to incur a financial loss. The Group has no significant concentrations of credit risk. Cash is placed with reputable financial institutions. Concentrations of credit risk with respect to trade accounts receivable are limited due to the Group’s large number of customers in a variety of businesses. Due to these factors, management believes that no additional credit risk beyond the recorded allowance for doubtful accounts for uncollectible debts.

Interest rate risk Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates.

noble development public company limited | annual report 2010

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

29. Financial instruments (Cont’d) Outstanding balance of significant financial assets and financial liabilities and their interest rates as at 31 December 2010 and 2009 are summarised as follows: Consolidated 2010 Baht’000 Fixed interest rate Remaining period before Interest rate (%)

maturity date or repricing date

Floating interest rates

Less than 1 year

Without interest

1-5years

Total

Float rate

Fixed rate

Financial assets Cash and cash equivalents Short-term investments Trade accounts receivable Advances to employee Long-term loans to and amount due from other companies

Total financial assets Financial liabilities Short-term loans form bill of exchanges Trade accounts payable Accrued expenses Long-term borrowings Retention payable Provision for employee benefits

Total financial liabilities

199,459 -

876,819 33,109 -

-

2,233 1,579 1,926

1,078,511 33,109 1,579 1,926

0.13 - 0.75 -

0.70 - 1.90 0.70 - 1.25 -

199,459

909,928

104,907 104,907

5,738

104,907 1,220,032

-

7.50 - 8.00

3,197,510 3,197,510

1,855,175 1,855,175

-

388,265 345,046 127,703 7,034 868,048

1,855,175 388,265 345,046 3,197,510 127,703 7,034 5,920,733

4.62 - 6.00 -

2.80 - 3.80 -

Consolidated 2009 (Restated) Baht’000 Fixed interest rate Remaining period before maturity date or repricing date

Floating interest rates

Financial assets Cash and cash equivalents Short-term investments Trade accounts receivable Advances to employee Long-term loans to and amount due from other companies

Total financial assets Financial liabilities Short-term loans form bill of exchanges Trade accounts payable Accrued expenses Long-term borrowings Retention payable Provision for employee benefits

Total financial liabilities

Less than 1 year

Interest rate (%)

Without interest

1-5years

Total

Float rate

Fixed rate

139,644 -

592,276 31,929 -

-

8,760 1,065 1,587

740,680 31,929 1,065 1,587

0.25 - 1.00 0.50 - 1.50 - 0.50 - 0.75 -

139,644

624,205

107,703 107,703

11,412

107,703 882,964

- 6.02 - 8.00

2,796,784 2,796,784

510,736 102,762 613,498

-

459,976 102,081 116,160 6,283 684,500

510,736 459,976 102,081 2,899,546 116,160 6,283 4,094,782

- 3.90 - 4.40 4.35 - 5.88 7.61 -

noble development public company limited | annual report 2010

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

29. Financial instruments (Cont’d) Liquidity risk Liquidity risk, or funding risk, is the risk that the Group will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value. The Group’s financial assets mainly comprise cash and deposits at financial institutions and loans to and amounts due from other company. The ability to raise funds to be able to settle the contractual liabilities depends on the ability of the other company to repay the debts and the ability of collection of unbilled customers where the sale contracts were signed.

Fair values The carrying amounts of financial assets and financial liabilities at the balance sheet date approximate to their fair values.

30. Related party transactions Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with the Company, including holding companies, subsidiaries and follow subsidiaries are related parties of the Company. Associates and individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the enterprise, key management personnel, including directors and officers of the Company and close members of the family of these individuals and companies associated with these individuals also constitute related parties. In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form. The relationships between the Company and related companies are as follows:

Related company name Continental City Company Limited Research & Consultant Company Limited Ban Suk Sabai Company Limited S&P Property Management Company Limited Playground Store Company Limited

Relationship with the Company a subsidiary company a subsidiary company a subsidiary company a subsidiary company a subsidiary company until 14 December 2009

The majority of the Company’s shares are widely held by public through the Stock Exchange of Thailand a) The following significant transactions incurred during the years ended 31 December 2010 and 2009 are carried out with related parties: Company

Subsidiaries

Interest income

Playground Store Company Limited Ban Suk Sabai Company Limited S&P Property Management Company Limited Research & Consultant Company Limited Continental City Company Limited

Dividend income Purchase inventory Service expenses Interest expense (Note 30 c))

Continental City Company Limite Continental City Company Limited Playground Store Company Limited Continental City Company Limited

noble development public company limited | annual report 2010

2010 (baht)

1,221,831 875,550 201,477 797,768 3,096,626 360,799,508 4,897,350 844,212

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2009 (baht)

2,914,107 1,157,010 964,221 213,725 5,249,063 350,000 1,361,091


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

30. Related party transactions (Cont’d) Consolidated

2010 (baht)

Sale discount to a director Management benefit expenses Directors’ remuneration

Company

2009 (baht)

2010 (baht)

2009 (baht)

-

1,472,933

-

1,472,933

34,314,600

23,953,920

34,314,600

23,953,920

2,135,000

1,115,000

2,135,000

1,115,000

Revenues from sales - real estate development business and sale discount are in accordance with criteria and condition of employee benefit scheme, which is announced and applied for general purpose, employees, who are directors, used their right to purchase real estate development from the Company. Interest income is charged to subsidiaries at the rates of 6.02% per annum (2009 : 6.41% to 6.46% per annum). Purchase of inventory with related parties are under prices and terms as agreed between the parties. Service expenses with related party are under prices and terms as agreed between the parties. Interest expense paid to subsidiary at the rates of MLR minus 1.5% per annum (2009 : MLR minus 1% per annum). Management benefit expenses represent benefits which management has received from the Company. The definition of “management” is in accordance with the laws on securities and exchange. Directors’ remuneration was approved at the shareholders annual general meeting. b) Outstanding balance as at 31 December 2010 and 2009 arising from sales, services and purchases of goods Company

Subsidiaries

Accrued management fees (Note 11)

2010 (baht)

Ban Suk Sabai Company Limited S & P Property Management Company Limited

Less Allowance for doubtful accounts

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2009 (baht)

2,310,962 2,274,114

2,310,962 2,274,114

4,585,076 (4,585,076)

4,585,076 (4,585,076)

-

-


Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

30. Related party transactions (Cont’d) c) Loans from and amounts due to subsidiary for the years ended 31 December 2010 and 2009 Short-term borrowings from subsidiary are unsecured denominated in Thai Baht and repayable on demand with interest rate MLR-1.5 per annum (2009 : MLR-1 per annum). The movements of loans from and amounts due to subsidiary during the years ended 31 December 2010 and 2009 are as follows: Company

Continental City Company Limited

2010 (baht)

Opening balance Additional loans (Note 18.1) Repayments of loans (Note 18.1)

2009 (baht)

173,500,000 (173,500,000)

289,000,000 (289,000,000)

844,212 (844,212)

1,361,091 (1,361,091)

-

-

Increased in accrued interest expense (Note 30 a)) Repayment of accrued interest expense Ending balance

31. Commitments and contingent liabilities As at 31 December 2010 and 2009, the Group and the Company have commitments and contingent liabilities as follows:

Consolidated

2010 million baht

Company

2009 million baht

2010 million baht

2009 million baht

Capital commitments

- under office rental agreements

1,378 731 7 15 25

599 677 10 17 5

1,378 718 7 15 25

599 555 10 17 5

Total capital and service commitments

2,156

1,308

2,143

1,186

76

75

73

70

-

1

-

1

- under purchase of land agreement - under contracts to invest in development projects until completion - under service contracts - construction management fee

Contingent liabilities in respect of bank guarantees (Note 6) Contingent liabilities in respect of guarantees

As at 31 December 2010, the Group and the Company have no contingent liabilities in respect of guarantees (2009 : Baht 1 million) which are contingent liabilities in respect of guarantees with a financial institution for letters of guarantees issued by the financial institution to the Land Allotment Supervision Board.

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

32. Segment information Financial information by business segments For the years ended 31 December 2010 Sales - real estate development business Baht’000

Rental business and services Baht’000

2009 (Restated) Sales - real estate development business Baht’000

Consolidated Baht’000

Rental business and services Baht’000

Consolidated Baht’000

Revenues

5,029,390

75,477

5,104,867

1,866,551

71,132

1,937,683

Segment results

1,896,522

44,972

1,941,494

688,854

40,848

729,702

22,618 34,100 (217,348) (270,170)

6 32,094 (1,405) (90,881)

22,624 66,194 (218,753) (361,051)

18,700 9,943 (88,255) (263,864)

57 288 (1,629) (61,086)

18,757 10,231 (89,884) (324,950)

1,465,722

(15,214)

1,450,508 (74,536) (377,699)

365,378

(21,522)

343,856 (72,482) 6,780

Interest income Other income Selling expenses Administrative expenses Operating profit Interest expenses Income tax (Note 27) Profit before minority interest Net loss of subsidiary attributable to minority interest (Note 23)

998,273

278,154

-

-

Net profit for the year

998,273

278,154

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Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2010 and 2009

32. Segment information (Cont’d)

Sales - real estate development business

Construction services - real estate development business

Consolidated

2010

2009

2010

2009

2010

2009

2010

2009

bath’000

(Restated)

bath’000

(Restated)

bath’000

(Restated)

bath’000

(Restated)

bath’000

Segment assets Unallocated assets

Rental business and services

9,757,617

7,315,174

bath’000

4,502

bath’000

4,482

1,000,689

1,219,534 10,762,808 82,976

8,539,190 171,527

10,845,784

8,710,717

7,116,161 -

5,814,114 -

7,116,161

5,814,114

8,855 -

109,506 -

8,855

109,506

50,444

49,678

-

-

50,444

49,678

Consolidated total assets Segment liabilities Unallocated liabilities

7,103,458

5,804,847

2,610

2,597

10,093

6,670

Consolidated total liabilities Capital expenditure Unallocated total capital expenditure

4,224

2,158

-

-

4,631

107,348

Consolidated total capital expenditure Depreciation and amortisation Unallocated depreciation and amortisation

4,692

5,076

-

-

45,752

bath’000

44,602

Consolidated total depreciation and amortisation

The Group operates only in Thailand. Therefore, no geographical segmental information is presented as secondary information.

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