independent auditor’s report on review of … · a review of interim financial information...

INDEPENDENT AUDITOR’S REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Board of Directors of SC ASSET CORPORATION PUBLIC COMPANY LIMITED

I have reviewed the accompanying consolidated and separate statements of financial positions as

at June 30, 2013 and the related consolidated and separate statements of comprehensive income for the three-month

and the six-month periods ended June 30, 2013, changes in shareholders’ equity and cash flows for the six-month

period ended June 30, 2013 and condensed notes to financial statements (“interim financial information”) of SC

ASSET CORPORATION PUBLIC COMPANY LIMITED and its subsidiaries and also of SC ASSET

CORPORATION PUBLIC COMPANY LIMITED only. The management of the entity is responsible for the

preparation and presentation of this interim financial information in accordance with Thai Accounting Standard

No. 34 “Interim Financial Reporting”. My responsibility is to express a conclusion on this interim financial

information, based on my review.

Scope of review

I conducted my review in accordance with Thai Standard on Review Engagements Code

No. 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”.

A review of interim financial information consists of making inquiries, primarily of persons responsible for

financial and accounting matters, and applying analytical and other review procedures. A review is substantially

less in scope than an audit conducted in accordance with Thai Standards on Auditing and consequently does not

enable me to obtain assurance that I would become aware of all significant matters that might be identified in an

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

Conclusion

Based on my review, nothing has come to my attention that causes me to believe that the

accompanying interim financial information is not prepared, in all material respects, in accordance with Thai

Accounting Standard No. 34 “Interim Financial Reporting”.

Emphasis of matter and Event

Without expressing a qualified conclusion on the above interim financial information, I would like

to draw attention to note No. 2.5.1 noting that the Company and its subsidiaries have first time adopted the Thai

Accounting Standard No. 12 “Income Taxes” that begins on January 1, 2013. The accompanying consolidated and

separate statements of financial position as at December 31, 2012 and January 1, 2012, which presented for

comparative information purposes, have been retrospectively adjusted. I have audited the relevant adjustments and

in my opinion, those adjustments are appropriate and properly applied. Furthermore, the related consolidated and

separate statements of comprehensive income for the three-month and six-month periods ended June 30, 2012,

changes in shareholders’ equity and cash flows for the six-month period ended June 30, 2012 which presented for

comparative information purposes, have been retrospectively. I have reviewed these adjustments and, based on my

review, nothing has come to my attention to indicate that such adjustments are not appropriate and properly applied.

Other Matter

The statements of financial position as at December 31, 2012 of SC ASSET CORPORATION

PUBLIC COMPANY LIMITED and its subsidiaries and of SC ASSET CORPORATION PUBLIC COMPANY

LIMITED only, which presented for comparative information purposes, were audited by another auditor in the same

audit firm, who expressed an unqualified opinion on those in her report thereon, dated February 22, 2013.

The related consolidated and separate statements of comprehensive income for the three-month and six month periods

ended June 30, 2012, changes in shareholders’ equity and cash flows for the six-month period ended June 30, 2012,

which presented for comparative information purposes, were reviewed by another auditor in the same audit firm, whose

report dated August 10, 2012, stated that nothing had come to her attention that caused her to believe that the

accompanying interim financial information were not prepared, in all material respects, in accordance with Thai

Accounting Standard No. 34 “Interim Financial Reporting”.

SAM NAK-NGAN A.M.C. Co., Ltd.

(Miss Yuphin Chumjai)

Certified Public Accountant (Thailand) No. 8622

Bangkok,

August 13, 2013

3

(Unit : Thousand Baht)

June 30, December 31, January 1, June 30, December 31, January 1,

Notes 2013 2012 2012 2013 2012 2012

Unaudited Audited Audited Unaudited Audited Audited

Limited review only (Restated) (Restated) Limited review only (Restated) (Restated)

Current assets

Cash and cash equivalents items 5 687,960 750,359 1,172,697 610,540 674,663 1,080,464

Temporary investments 6 5,000 210,118 - - 210,118 -

Trade and other receivable 4.1 and 7 56,422 63,965 63,646 51,340 64,293 64,166

Short-term loan to related entity 4.1 - - - 10,000 30,000 70,000

Real estate development cost 8 17,589,587 14,640,856 10,567,473 17,589,587 14,640,856 10,567,473

Deposits for land - 244,130 81,055 - 244,130 81,055

Advance for construction work and materials 447,846 275,966 96,848 447,846 275,966 96,848

Other current assets 9,911 11,862 9,555 9,893 11,852 9,540

Total current assets 18,796,726 16,197,256 11,991,274 18,719,206 16,151,878 11,969,546

Non-current assets

Trade receivable due more than one year 4.1 and 9 72,375 37,348 31,496 72,375 37,348 31,496

Land awaiting development 494,031 488,011 448,731 409,037 409,037 369,784

Investments in subsidiary companies 10 - - - 410,000 410,000 410,000

Investment properties 11 5,080,343 5,073,614 5,781,377 4,000,529 3,993,800 4,687,506

Property, plant and equipment 12 864,297 873,828 86,845 864,221 873,731 86,822

Leasehold rights 13 62,181 63,840 67,185 - - -

Deferred tax assets 14 27,824 31,523 40,132 20,650 23,089 26,916

Other non-current assets 19,877 17,399 13,686 18,875 16,324 12,580

Total non-current assets 6,620,928 6,585,563 6,469,452 5,795,687 5,763,329 5,625,104

Total assets 25,417,654 22,782,819 18,460,726 24,514,893 21,915,207 17,594,650

Notes to financial statements are an integral part of these financial statements.

Assets

SC ASSET CORPORATION PUBLIC COMPANY LIMITED AND SUBSIDIARIES

STATEMENTS OF FINANCIAL POSITION

Consolidated financial statements Separate financial statements

As at As at

4


Notes 2013 2012 2012 2013 2012 2012



Current liabilities

Short-term loans from financial institutions 15 5,674,100 5,284,540 2,995,230 5,674,100 5,284,540 2,995,230

Trade and other payables 16 469,506 355,648 276,378 462,397 354,498 274,970

Accrued expenses 623,080 587,041 442,195 622,854 583,424 442,130

Advances received from customers 665,550 445,766 132,458 665,300 445,546 132,458

Current portion of long-term liabilities

Long-term loans from financial Institutions 17 2,728,784 1,183,073 2,064,580 2,728,784 1,183,073 2,064,580

Liabilities under long-term lease contracts 1,180 1,246 1,467 1,180 1,246 1,467

Current portion of deferred leasehold revenue 19 17,019 18,473 38,900 7,517 7,517 7,517

Short-term loans from related entities 4.1 198,515 247,351 - 198,515 247,351 -

Accrued income tax 52,605 140,757 134,047 47,558 129,592 116,043

Other current liabilities 79,601 93,913 73,807 79,045 93,307 73,124

Total current liabilities 10,509,940 8,357,808 6,159,062 10,487,250 8,330,094 6,107,519

Non-current liabilities

Long-term loans from financial institutions 17 1,422,618 1,920,447 510,000 1,422,618 1,920,447 510,000

Debentures 18 2,600,000 2,000,000 2,000,000 2,600,000 2,000,000 2,000,000

Liabilities under long-term lease contracts 1,749 2,166 3,843 1,749 2,166 3,843

Deferred leasehold revenue 19 49,256 57,698 76,171 15,642 19,401 26,918

Rental and rendering of service deposits 161,473 156,356 148,688 156,445 151,521 143,788

Construction retention 146,039 116,292 79,424 146,039 116,292 79,424

Employee benefit obligations 20 68,038 63,248 49,683 68,038 63,248 49,683

Deferred tax liabilities 14 493,562 558,340 678,900 412,528 465,941 561,148

Other non-current liabilities 9,968 6,548 6,548 6,548 6,548 6,548

Total non-current liabilities 4,952,703 4,881,095 3,553,257 4,829,607 4,745,564 3,381,352

Total liabilities 15,462,643 13,238,903 9,712,319 15,316,857 13,075,658 9,488,871


As at As at

Liabilities and shareholders' equity





5


Notes 2013 2012 2012 2013 2012 2012



Shareholders' equity

Share capital 21

Authorized share capital

4,000,000,000 ordinary shares @ par value of Baht 1.00 each 4,000,000 - - 4,000,000 - -

700,000,000 ordinary shares @ par value of Baht 5.00 each - 3,500,000 3,500,000 - 3,500,000 3,500,000

Issued and paid-up share capital

3,710,840,116 ordinary shares @ par value of Baht 1.00 each 3,710,840 - - 3,710,840 - -

658,336,600 ordinary shares @ par value of Baht 5.00 each - 3,291,683 - - 3,291,683 -

657,018,200 ordinary shares @ par value of Baht 5.00 each - - 3,285,091 - - 3,285,091

Premiums on ordinary share 21 318,391 316,887 315,613 318,391 316,887 315,613

Advance received for ordinary share subscription 1,955 1,620 - 1,955 1,620 -

Retained earnings

Appropriated

Legal reserve 341,500 341,500 288,100 341,500 341,500 288,100

Unappropriated 2.5.1 5,582,325 5,592,226 4,859,603 4,825,350 4,887,859 4,216,975

Total shareholders' equity 9,955,011 9,543,916 8,748,407 9,198,036 8,839,549 8,105,779

Total liabilities and shareholders' equity 25,417,654 22,782,819 18,460,726 24,514,893 21,915,207 17,594,650

- - -

- - - - - -

1.55 1.39 1.11 1.67 1.48 1.17



As at As at




6


Notes 2013 2012 2013 2012

(Restated) (Restated)

Operating revenues

Revenues from sales 2,466,679 1,138,075 2,466,679 1,138,075

Revenues from rental and rendering of services 205,005 200,543 164,164 148,652

Revenues from consulting and management services 273 - 10,125 9,900

Total operating revenues 2,671,957 1,338,618 2,640,968 1,296,627

Operating cost

Cost of sales (1,641,500) (745,595) (1,641,500) (745,594)

Cost of rental and rendering of services (78,441) (73,804) (72,022) (64,750)

Cost of consulting and management services (225) - (4,333) (3,268)

Total operating cost (1,720,166) (819,399) (1,717,855) (813,612)

Gross profit 951,791 519,219 923,113 483,015

Other income 3,224 3,187 2,777 3,043

Profit from fair value adjustment in investment properties - 30,650 - 37,443

Selling expenses (238,219) (104,842) (238,201) (104,822)

Specific business tax and transfer fee (94,470) (42,439) (94,470) (42,439)

Administrative expenses 26 (245,744) (179,117) (241,276) (175,212)

Financial cost (22,202) (10,716) (22,202) (10,716)

Profit before income tax expenses 354,380 215,942 329,741 190,312

Income tax expenses (70,548) (53,744) (66,957) (46,294)

Profit for the period 283,832 162,198 262,784 144,018

Other comprehensive income - - - -

Total comprehensive income for the period 283,832 162,198 262,784 144,018

Earnings per share 27

Basic earnings per share and diluted earnings per share(Unit : Baht) 0.08 0.04 0.07 0.04

Unaudited

Limited review only


STATEMENTS OF COMPREHENSIVE INCOME

For the three-month period ended June 30, 2013



7


Notes 2013 2012 2013 2012


Operating revenues

Revenues from sales 4,021,192 2,345,157 4,021,192 2,345,157

Revenues from rental and rendering of services 406,715 398,316 323,470 294,871

Revenues from consulting and management services 546 - 20,250 19,800

Total operating revenues 4,428,453 2,743,473 4,364,912 2,659,828

Operating cost

Cost of sales (2,654,414) (1,547,007) (2,654,414) (1,547,006)

Cost of rental and rendering of services (150,401) (139,331) (137,703) (124,285)

Cost of consulting and management services (450) - (8,360) (6,416)

Total operating cost (2,805,265) (1,686,338) (2,800,477) (1,677,707)

Gross profit 1,623,188 1,057,135 1,564,435 982,121

Other income 5,969 7,052 5,436 7,206

Profit from fair value adjustment in investment properties - 30,650 - 37,443

Selling expenses (397,341) (194,941) (397,301) (194,886)

Specific business tax and transfer fee (153,451) (87,554) (153,451) (87,554)

Administrative expenses 26 (480,352) (351,725) (471,563) (344,179)

Financial cost (44,532) (19,140) (44,532) (19,140)

Profit before income tax revenues(expenses) 553,481 441,477 503,024 381,011

Income tax revenues (expenses) 25 (44,210) 40,343 (46,361) 31,432

Profit for the period 509,271 481,820 456,663 412,443

Other comprehensive income - - - -

Total comprehensive income for the period 509,271 481,820 456,663 412,443

Earnings per share 27

Basic earnings per share and diluted earnings per share (Unit : Baht) 0.14 0.13 0.12 0.11

Unaudited

Limited review only


STATEMENTS OF COMPREHENSIVE INCOME

For the six-month period ended June 30, 2013



Issued and paid-up Premiums on Advance received Total

share capital ordinary share for ordinary share Appropriated Unappropriated

Notes subscription legal reserve

Balance as at January 1, 2012 - Previously reported 3,285,091 315,613 - 288,100 5,498,371 9,387,175

Impact from adjustment of income taxes 2.5.1 - - - - (638,768) (638,768)

Balance as at January 1, 2012 - Restated 3,285,091 315,613 - 288,100 4,859,603 8,748,407

Advance received for ordinary share subscription - - 1,538 - - 1,538

Share capital increase 21 and 22 3,746 999 - - - 4,745

Dividend paid 23 - - - - (427,511) (427,511)

Total comprehensive income for the period (Restated) - - - - 481,820 481,820

Balance as at June 30, 2012 3,288,837 316,612 1,538 288,100 4,913,912 8,808,999

Balance as at January 1, 2013- Previously reported 3,291,683 316,887 1,620 341,500 6,119,042 10,070,732


Balance as at January 1, 2013 - Restated 3,291,683 316,887 1,620 341,500 5,592,226 9,543,916

Advance received for ordinary share subscription - - 335 - - 335

Share capital increase 21 and 22 6,854 1,504 - - - 8,358

Stock dividend 21 and 23 412,303 - - - (412,303) -

Dividend paid 23 - - - - (106,869) (106,869)

Total comprehensive income for the period - - - - 509,271 509,271


Unaudited

Limited review only

Notes to financial statements are an integral part of these financial statements. 8

Retained earnings


STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY


Consolidated financial statements


Issued and paid-up Premiums on Advance received Total

share capital ordinary share for ordinary share Appropriated Unappropriated

Notes subscription legal reserve

Balance as at January 1, 2012 - Previously reported 3,285,091 315,613 - 288,100 4,751,207 8,640,011


Balance as at January 1, 2012 - Restated 3,285,091 315,613 - 288,100 4,216,975 8,105,779

Advance received for ordinary share subscription - - 1,538 - - 1,538

Share capital increase 21 and 22 3,746 999 - - - 4,745

Dividend paid 23 - - - - (427,511) (427,511)

Total comprehensive income for the period (Restated) - - - - 412,443 412,443


Balance as at January 1, 2013- Previously reported 3,291,683 316,887 1,620 341,500 5,330,711 9,282,401


Balance as at January 1, 2013 - Restated 3,291,683 316,887 1,620 341,500 4,887,859 8,839,549

Advance received for ordinary share subscription - - 335 - - 335

Share capital increase 21 and 22 6,854 1,504 - - - 8,358

Stock dividend 21 and 23 412,303 - - - (412,303) -

Dividend paid 23 - - - - (106,869) (106,869)

Total comprehensive income for the period - - - - 456,663 456,663

Balance as at June 30, 2013 3,710,840 318,391 1,955 341,500 4,825,350 9,198,036 - - - - -

Unaudited

Limited review only

Retained earnings


STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY


Separate financial statements

Notes to financial statements are an integral part of these financial statements. 9

10


2013 2012 2013 2012


Cash flows from operating activities


Adjustments to reconcile profit before income tax revenues (expenses) to net cash

received (paid) operating activities :

Depreciation 22,462 13,111 22,441 13,106

Profit from fair value adjustment in investment properties - (30,650) - (37,443)

Loss from written off of investment properties - 20 - 20

Gain from written off of property, plant and equipment (264) (223) (264) (223)

Amortized leasehold rights 1,659 1,663 - -

Income from amortized leasehold right (9,896) (21,691) (3,759) (3,759)

Employee benefit obligations 5,245 3,564 5,245 3,564

Financial cost 44,532 19,140 44,532 19,140

Profit from operations before changes in operating assets and liabilities 617,219 426,411 571,219 375,416

Operating assets (increase)decrease

Trade and other receivable (27,484) (14,810) (22,074) (11,209)

Real estate development cost (2,711,419) (1,607,084) (2,711,419) (1,607,084)

Deposits for land 244,130 (67,463) 244,130 (67,463)

Advance for construction work and materials (171,880) (175,393) (171,880) (175,393)

Other current assets 1,951 1,943 1,959 1,928

Land awaiting development (6,020) - - -

Other non-current assets (2,478) (2,385) (2,551) (2,467)

Operating liabilities increase (decrease)

Trade and other payable 113,858 35,336 107,899 35,390

Accrued expenses 36,259 (65,426) 39,650 (69,637)

Advances received from customers 219,784 221,826 219,754 221,695

Other current liabilities (14,312) (8,461) - (8,418)

Rental and rendering of service deposits 5,117 1,225 4,924 1,289

Construction retention 29,747 7,389 29,747 7,389

Employee benefit obligations (455) - (455) -

Other non-current liabilities 3,420 - (14,262) -

Cash paid from operating activities (1,662,563) (1,246,892) (1,703,359) (1,298,564)

Interest expenses (294,071) (212,258) (294,071) (212,258)

Income tax (193,441) (170,182) (179,369) (148,735)

Net cash used from operating activities (2,150,075) (1,629,332) (2,176,799) (1,659,557)

Unaudited

Limited review only



STATEMENTS OF CASH FLOWS



11


2013 2012 2013 2012


Cash flows from investing activities

Increase from temporary investments 205,118 - 210,118 -

Cash received from loans to related entity - - 20,000 40,000

Additional acquisition of investment properties (6,729) (4,021) (6,729) (4,021)

Purchases of property, plant and equipment (13,032) (15,979) (13,032) (15,901)

Cash proceeds from sales of investment properties 365 15 - 15

Cash proceeds from sales of property, plant and equipment - 1,384 365 1,384

Net cash received (used) from investing activities 185,722 (18,601) 210,722 21,477

Cash flows from financing activities

Increase in short-term loans from financial institutions 399,927 1,079,728 399,927 1,079,728

Increase (decrease) in loans from related entities (47,218) 246,950 (47,218) 246,950

Proceeds from long-term loans from financial institutions 2,127,708 876,000 2,127,708 876,000

Repayment of long-term loans from financial institutions (1,079,826) (858,179) (1,079,826) (858,179)

Payment for liabilities under long-term lease contracts (483) (1,430) (483) (1,430)

Proceeds from debentures 600,000 - 600,000 -

Dividend paid (106,847) (433,969) (106,847) (433,969)

Cash received from ordinary share increase 6,738 4,745 6,738 4,745

Advance received for ordinary share subscription 1,955 1,538 1,955 1,538

Net cash received from financing activities 1,901,954 915,383 1,901,954 915,383

Net cash and cash equivalents items decrease-net (62,399) (732,550) (64,123) (722,697)

Cash and cash equivalents items at the beginning of the period 750,359 1,172,697 674,663 1,080,464

Cash and cash equivalents items at the end of the period 687,960 440,147 610,540 357,767

Additional disclosure:

The Company and its subsidiaries have material non-cash items in the consolidated and separate financial statements as follows:-

- Transferred advance for assets to investment properties and

property, plant and equipment - 7,304 - 7,304

- Transferred advance received for ordinary shares to share capital 1,620 - 1,620 -

- Stocks dividend 412,303 - 412,303 -

Unaudited

Limited review only


STATEMENTS OF CASH FLOWS




12


NOTES TO FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2013

(UNAUDITED/LIMITED REVIEW ONLY)

____________________________________________

1. General information

SC ASSET CORPORATION PUBLIC COMPANY LIMITED (“the Company”) was registered

on August 8, 1989 as a juristic entity under Civil and Commercial Code with a company registration

number 7283/2532 and on August 29, 2003 as a public limited company with a registration number

0107546000253. The registered office is situated at 1010 Viphavadeerangsit Road, Chatuchak Subdistrict,

Chatuchak District, Bangkok.

The Company was registered with the Stock Exchange of Thailand on November 13, 2003.

The principal businesses of the Company are real estate development for sale and rental, including

services management. Detail of subsidiaries as at June 30, 2013 and December 31, 2012 are as follow:-

Company Type of business Incorporated in Percentage of

shareholding

2013 2012

OAI ASSET COMPANY LIMITED Real estate service, rental and development Thailand 99.99 99.99

UP COUNTRY LAND COMPANY LIMITED Real estate service, rental and development Thailand 99.99 99.99

V.LAND PROPERTY COMPANY LIMITED Rendering of service related to real estate business Thailand 99.99 99.99

2. Basis of financial statements preparation

2.1 The interim financial statements issued for Thai reporting purposes are prepared in the Thai language.

This English translation of the interim financial statements has been prepared for the convenience of

readers not conversant with the Thai language.

2.2 These interim financial statements are prepared in the condensed format and determined in the Thai

Accounting Standard (TAS) No. 34 (Revised 2009) on “Interim Financial Reporting” including

interpretations and guidances promulgated by the Federation of Accounting Professions (“FAP”), related

regulations and announcements of the Securities and Exchanges Commission and with generally

accepted accounting principles in Thailand.

13

2.3 The interim financial statements are prepared to provide an update on the financial statements for

the year ended December 31, 2012. They do not include all of the financial information requires for

full annual financial statements but focus on new activities, events and circumstances to avoid

repetition of information previously reported. Accordingly, these interim financial statements

should be read in conjunction with the financial statements for the year ended December 31, 2012.

2.4 The interim financial statements are presented in Thai Baht, rounded to the nearest thousand baht

unless otherwise stated.

2.5 Using of the significant accounting policies and the calculation method of Group Companies in the

preparation of the interim financial statements for the six-month periods ended June 30, 2013 are

consistent with those used in the annual financial statements for the year ended December 31, 2012,

accept for the changes in accounting policy and the effects to adopt newly and reversed financial

report standards for financial statement as beginning on January 1, 2013 onwards, as following.

2.5.1 TAS 12 Income Taxes

This accounting standard requires an entity to identify temporary differences, which are

differences between the carrying amount of an asset or liability in the accounting records and its

tax base, and to recognize deferred tax assets and liabilities under the stipulated guidelines.

The effect of the adoption to the accounting standard calculates with taxes rate follow royal decree

declare about decrease income taxes rate at December 21, 2011. The start

using standards such Group companies have been retrospective the consolidated and the

separate financial statements for the year ended December 31, 2012 and the consolidated and the

separate statements of financial position as at January 1, 2012, presented herein for comparison

purpose accordance for requirements of accounting standards. The affect are presented as

following.




Before

restated

Restated

increase(decrease)

After

restated

Before

restated

Restated

increase(decrease)

After

restated

Statements of financial position as at January 1, 2012

Deferred tax assets - 40,132 40,132

- 26,916 26,916

Deferred tax liabilities - 678,900 678,900

- 561,148 561,148

Statements of financial position as at December 31, 2012

Deferred tax assets - 31,523 31,523

- 23,089 23,089

14




Before

restated

Restated

increase(decrease)

After

restated

Before

restated

Restated

increase(decrease)

After

restated

Deferred tax liabilities - 558,340 558,340

- 465,941 465,941

Statements of comprehensive income for the

three-month periods ended June 30, 2012

Income tax expense (39,307) (14,437) (53,744)

(32,789) (13,505) (46,294)

Profit for the period 176,635 (14,437) 162,198

157,523 (13,505) 144,018

Basic earnings per share and diluted earnings per share (Baht) 0.05 (0.01) 0.04

0.04 - 0.04

Statements of comprehensive income for the

six-month periods ended June 30, 2012

Income tax expense 87,726 (128,069) (40,343)

74,828 (106,260) (31,432)

Profit for the period 353,751 128,069 481,820

306,183 106,260 412,443

Basic earnings per share and diluted earnings per share (Baht) 0.10 0.03 0.13

0.08 0.03 0.11

Statements of changes shareholders’equity

Unappropriated retained earnings as at January 1, 2012 5,498,371 (638,768) 4,859,603

4,751,207 (534,232) 4,216,975

Unappropriated retained earnings as at June 30, 2012 5,424,611 (510,699) 4,913,912

4,629,879 (427,972) 4,201,907

Unappropriated retained earnings as at January 1, 2013 6,119,042 (526,816) 5,592,226

5,330,711 (442,852) 4,887,859

* Basic earnings per share and diluted earnings per share before restated is calculated after the

stock dividend paid.

2.5.2 TFRS 8 Operating segments, these standard is the introduction of the concept of presenting

operating segments based on the information that internally is provided to the chief operating

decision maker. Since the change in accounting policy only impacts disclosure aspects, there is no

impact on the Group’s financial statements.

2.6 New accounting standards not yet effective

During the current period, the Federation of Accounting Professions has issued the TFRIC as

follows. :-

2.6.1 Effective for financial statements beginning on or after January 1, 2014 onwards.

Reference standard No. Name

TFRIC No.1 Changes in Existing Decommissioning, Restoration and Similar Liabilities

TFRIC No. 5 Rights to Interests arising from Decommissioning, Restoration and Environmental

Rehabilitation Funds

TFRIC No. 7 Applying the Restatement Approach under TAS 29 Financial Reporting in

Hyperinflationary Economies

TFRIC No. 10 Interim Financial Reporting and Impairment

15

2.6.2 Effective for financial statements beginning on or after January 1, 2016 onwards.

Reference standard No. Name

TFRS 4 Insurance Contracts

The Company’s management will adopt the above TFRIC and TFRS relevant to the

Group Companies in the preparation of the financial statements when they become effective. In

addition, the Group Company’s management have assessed the effects of these standards and

believes that they will not have any significant impact on the financial statements for the period in

which they are initially applied.

2.7 Preparation of interim financial statements in conformity with TFRS requires management to make

various judgments, estimates and assumptions that affect the application of accounting policies and the

reported amounts of assets, liabilities, income and expenses. Actual results may differ from these

estimates.

In preparing these interim financial statements, the significant judgments made by management

in applying the Group Companies accounting policies and the key sources of estimation uncertainty

were the same as those that applied to the financial statements for the year ended December 31, 2012.

3. Basis of the consolidated financial statements preparation

3.1 These interim consolidated financial statements have been prepared by including the financial statements

of the Company and its subsidiaries (together called “Group Companies”) and have been prepared under

the same basis as the consolidated financial statements for the year ended December 31, 2012 without

change in the Group Companies’ structure during the period.

3.2 The balances between the Group Companies, investments in subsidiary companies and share capital

of subsidiary companies have been eliminated from the consolidated financial statements.

4. Related parties and person transactions

16

The Group Companies incurred business transactions with related entities which have the same

group of shareholders. The significant remaining balances and inter-company transactions between the

Group Companies with related entities and persons are as follows: -

4.1 Inter-assets and liabilities are as follows: -

(Unit : Million Baht)

Type of items Consolidated financial statements Separate financial statements

As at As at

June 30, 2013 December 31, 2012 June 30, 2013 December 31, 2012

- Trade receivable

Subsidiary company - - 0.17 0.17

Current portion of related persons 4.07 2.10 4.07 2.10

Due more than 1 year of related persons 72.37 37.35 72.37 37.35

Total 76.44 39.45 76.61 39.62

- Accrued income


Related entities 0.11 0.08 0.11 0.08

Total 0.11 0.08 1.23 2.64

- Real estate development cost as a part of

financial cost and other


- Other current assets


- Property, plant and equipment

Related entities - 0.03 - 0.03

- Other non-current assets

Related entities - 0.02 - 0.02

- Trade and other payable


- Accrued expenses


- Advances received from customers

Related persons 3.40 3.38 3.40 3.38

- Rental and rendering of service deposits

17


Type of items Consolidated financial statements Separate financial statements

As at As at



- Construction retention


- Short-term loan to related entity

Beginning balance - - 30.00 70.00

Increase during the period - - - -

Received during the period - - (20.00) (40.00)

Ending balance - - 10.00 30.00

- Short-term loans from related entities

Bills of exchange 200.00 250.00 200.00 250.00

Less Discount of bills of exchange (1.49) (2.65) (1.49) (2.65)

Net 198.51 247.35 198.51 247.35

As at June 30, 2013 and December 31, 2012, the whole outstanding amount of short-term loan

to related entity was in the form of promissory notes to a subsidiary company, repayable on demand

with interest rate of MLR-1.50 per year for both periods. (MLR in this case is the average of MLR of

four commercial banks).

As at June 30, 2013 and December 31, 2012 the whole outstanding amount of short-term loan

from related entities were in the form of bill of exchange with the term of 6 months and interest rate

chargeable at market rate referring to that rate of short-term debts of private sector announced by Thai

Bonds Marketing Association (Thai BMA). This is in accordance to the resolution of the Company’s

board of directors meeting No. 2/2013 authorizing related entities to invest in the Company’s bills of

exchange in the same way as general big investors and the level of investing amount at any time must

not be more than Baht 500 million. (A part of loan limit at Baht 3,000 million as mentioned in the note

to financial statement No. 15)

For the six-month period ended June 30, 2013 and for the year ended December 31, 2012

the Company purchased land from a related company at the amount of Baht 3.61 million and Bath

244.18 million respectively.

18

The price of land purchased from a related company was in accordance to the mutually-agreed

price, which is lower than the average of appraised prices performed by 3 independent appraisers, and

shown as a part of the real estate development cost.

4.2 Inter-revenues and expenses are as follows: -


Type of items Consolidated

financial statements

Separate


For the six-month periods ended June 30,

2013 2012 2013 2012

- Revenues from sales

Related persons 111.34 61.28 111.34 61.28

- Revenues from rental and rendering of services



Total 3.51 1.90 3.76 2.21

- Revenues from consulting and management services


- Interest income


- Other income

Related persons 0.03 1.37 0.03 1.37

- Cost of rental and rendering of services


- Selling and administrative expenses


- Executives and kay management’s remuneration

Short-term employee benefits 24.77 31.29 24.77 31.29

Post-employment benefits 0.75 0.34 0.75 0.34

19


Type of items Consolidated


Separate



2013 2012 2013 2012

Total 25.52 31.63 25.52 31.63

Policy of setting prices

- Revenues from sales to related persons: parts of the revenues are included 4% discount from normal

price accordance with authorized criteria by the Company’s board of directors. Another part of sales of

residential units to high level management of the Company whom had complied with criteria and

conditions as authorized by the Company’s board of directors.

- Revenues and cost of rental and rendering of services which are collected monthly are in compliance

with the market prices which are compatible with those charged to outside parties, with the detail of

contracts as follows: -

SC ASSET CORPORATION PUBLIC COMPANY LIMITED

The Company entered into building management service agreements for Shinawatra Tower 1

and Shinawatra Tower 2 with a related company. The contractual term is one year commencing

from January 1 of each year. The annual service fee for the year 2013 and 2012 are the amount Baht

1.89 million per month for the both years.

UP COUNTRY LAND COMPANY LIMITED (Subsidiary company)

This subsidiary company entered into land rental agreements with two related companies on

the yearly basis with the annual rental fee for the year 2013 and 2012 computed pursuant to the

aggregating rental area amounting to Baht 7.56 million and Baht 7.85 million respectively.

- Revenue and cost for the consulting and management services are according to the mutually-agree

basis with the consideration of the actual cost incurred plus appropriate profit. The Company entered

into general consulting and management service including engineering service with a subsidiary

20

company. The annual service fee for the year 2013 and 2012 are Baht 39.60 million for the both years.

The contractual term is one year commencing from January 1 of each year.

- Interest income is calculated by basing on the lending interest of commercial banks.

4.3 Relationship of related companies

Consisted of: - Name of companies Nature of relationship

OAI ASSET COMPANY LIMITED Subsidiary Company

UP COUNTRY LAND COMPANY LIMITED Subsidiary Company

V.LAND PROPERTY COMPANY LIMITED Subsidiary Company

SC OFFICE PARK COMPANY LIMITED Shinawatra Family is a Major Shareholder

P.T. CORPORATION COMPANY LIMITED Shinawatra Family is a Major Shareholder

SC OFFICE PLAZA COMPANY LIMITED Shinawatra Family is a Major Shareholder

OAI CONSULTANT AND MANAGEMENT COMPANY LIMITED Khunying Potjaman Damapong is a Major Shareholder

ALPINE GOLF & SPORTS CLUB COMPANY LIMITED Shinawatra Family is a Major Shareholder

OAI LEASING COMPANY LIMITED Shinawatra Family and Damapong Family are the Major Shareholders

B.B.D. DEVELOPMENT COMPANY LIMITED Mr. Bhanapot Damapong is a Major Shareholders

VOICE TV COMPANY LIMITED Shinawatra Family and P.T. CORPORATION COMPANY LIMITED are

Major Shareholders

HOWCOME STUDIO COMPANY LIMITED VOICE TV COMPANY LIMITED is a Major Shareholder

THAI-COM FOUNDATION Shinawatra Family is a founder

HEALTHLINK COMPANY LIMITED Subsidiary Company of B.B.D. DEVELOPMENT COMPANY LIMITED

CHAINGMAI GOLF AND COUNTRY CLUB COMPANY LIMITED Subsidiary Company of B.B.D. DEVELOPMENT COMPANY LIMITED

ALPINE GARDEN DESIGN COMPANY LIMITED Shinawatra Family is a Major Shareholder

RENDE DEVELOPMENT COMPANY LIMITED Shinawatra Family is a Major Shareholder

PRARAM 9 HOSPITAL Shinawatra Family is a Major Shareholder

FORTAY (THAILAND) COMPANY LIMITED OAI CONSULTANT AND MANAGEMENT COMPANY LIMITED is

Major Shareholder

Note: All above companies are Thai nationality

5. Cash and cash equivalents items

21

Consisted of: -



As at As at


Amount Interest rate

(%)


(%)


(%)


(%)

- Cash 3,362 - 1,235 - 3,351 - 1,224 -

- Bank deposit 684,598 0.00-3.15 749,124 0.00-3.50 607,189 0.00-0.75 673,439 0.00-0.75

Total 687,960 750,359 610,540 674,663

6. Temporary investments

Consisted of: -



As at As at

June 30, 2013 December 31,2012 June 30, 2013 December 31,2012

Fixed deposit for 4 months 5,000 - - -

Investment in trust unit

- General fixed income fund - 210,000 - 210,000

Add Fair value adjustment in trust units - 118 - 118

Total 5,000 210,118 - 210,118

7. Trade and other receivable

Consisted of: -



As at As at


Trade receivable

- Trade receivable-related person or entity 4,067 2,102 4,232 2,276

- Trade receivable-other person or entity 12,363 10,750 9,943 10,164

Total 16,430 12,852 14,175 12,440

22

Other receivable

- Prepaid expenses 13,869 13,963 11,214 13,450

- Accrued income 25,180 30,278 25,017 31,598

- Advanced payment to employee 943 6,872 934 6,805

Total 39,992 51,113 37,165 51,853

Total trade and other receivables 56,422 63,965 51,340 64,293

Aging analyses for trade receivable were as follows: -



As at As at


Trade receivable-related person or entity

- Within credit terms 4,067 2,102 4,232 2,276

- Over credit terms less than 3 months - - - -

Total 4,067 2,102 4,232 2,276

Trade receivables-other person or entity

- Within credit terms 4,570 2,171 2,345 1,780

- Over credit terms

Less than 3 months 5,010 4,341 4,815 4,146

From 3 to 6 months 1,880 1,938 1,880 1,938

From 6 to 12 months 903 2,300 903 2,300

Total 12,363 10,750 9,943 10,164

Total trade receivable 16,430 12,852 14,175 12,440

The normal credit term granted by the Group Companies is 15 days. For receivable with payments

are due more than allowable credit term, the management believe that they will be able to meet the overdue

payment fully. Trade receivable-related persons, the credit term would be granted as mentioned in the notes to

financial statements No. 9.

8. Real estate development cost

23

Consisted of: -


Consolidated

and separate financial statements

As at

June 30, 2013 December 31, 2012

Land 11,140,078 9,913,316

Project development cost and work in progress 2,836,670 2,028,690

Interest expenses 647,180 501,410

Unit and condominium being developed 1,584,346 988,743

Allotted houses ready for sale 1,381,313 1,208,697

Total 17,589,587 14,640,856

For the six-month period ended June 30, 2013 and for the year ended December 31, 2012,

the Company combined the borrowing costs to the real estate development cost at the amount of Baht 259.82

million and Baht 439.80 million respectively.

For the six-month period ended June 30, 2013 and for the year ended December 31, 2012, real

estate development cost which was recognized as “Cost of sales” in the consolidated and separate financial

statements are at the amount of Baht 2,654.41 million and Baht 5,052.93 million respectively.

As at June 30, 2013 and December 31, 2012, real estate development cost at the amount of Baht

3,440.38 million and Baht 2,766.89 million respectively is being developed projects as expected to be get

benefit longer than 12 months since dated of statement of financial position.

As at June 30, 2013 and December 31, 2012, a part of land together with construction in

the Company’s real estate project at the amount of Baht 9,638.16 million and Baht 10,573.46 million

respectively have been pledged as collateral against credit facility and loan from commercial banks as

mentioned in the notes to financial statements Nos. 15, 17 and 29.4.1 together with the maximum amount an

insurance company will accept and forfeit all the benefits from the insurance to the lender or beneficiary.

9. Trade receivable due more than one year

Consisted of:

(Unit: Thousand Baht)

Consolidated


As at

24

June 30, 2013 December 31, 2012

Trade receivable-related persons 76,442 39,450

Less Current portion of trade receivable-related persons (4,067) (2,102)

Trade receivable due more than one year-related persons 72,375 37,348

The whole amount represented sales of residential units to high level management of the

Company, who had complied with rules as authorized by the Company’s board of directors. The Company

would allow right to occupy the purchased residential units before ownership right transfer since the agreement

date and to pay by installments part of contractual amount as stipulated in the sales and purchase agreement until

it reach the basis set by the Company and the remaining amount is payable at the date of ownership right

transfer.

10. Investments in subsidiary companies

Consisted of: -



As at

Paid-up Percentage of June 30, 2013 December 31, 2012

Company names share capital Shareholding(%) Cost method Dividend Cost method Dividend

2013/2012 2013/2012

OAI ASSET COMPANY LIMITED 100,000 99.99 100,000 - 100,000 -

UP COUNTRY LAND COMPANY LIMITED 300,000 99.99 300,000 - 300,000 52,500

V.LAND PROPERTY COMPANY LIMITED 10,000 99.99 10,000 - 10,000 -

Total 410,000 - 410,000 52,500

11. Investment properties

Consisted of: -



As at As at


As at beginning 5,073,614 5,781,377 3,993,800 4,687,506

Transfer out to property, plant and equipment - (775,200) - (775,200)

Purchase 6,729 15,613 6,729 15,613

Write-off - (35) - (35)

Profit from fair value adjustment - 51,859 - 65,916

25

As at ending 5,080,343 5,073,614 4,000,529 3,993,800

Revenues from rental and rendering of services and Cost of rental and rendering of services which

show in statements of comprehensive income are the revenues and the expense from investment properties that

make periods rental income.

As at December 31, 2012, the Group Companies arranged for the revaluation of the investment

property by an independent appraiser using the income approach for the real estate available for rent and using

the cost approach for the real estate without clear intention for its usage. Therefore, the profit from the

adjustment of fair value of the investment properties in the consolidated financial statements for the year ended

December 31, 2012 amounting to Baht 51.86 million (in the separate financial statements for the year ended

December 31, 2012 amounting to Baht 65.92 million.)

As at June 30, 2013 and December 31, 2012, investment properties of Baht 22.73 million and

Baht 19.22 million respectively are work in progress which have been measured the value at cost.

As at June 30, 2013 and December 31, 2012, in the consolidated and the separate financial

statements, the land together with construction (Shinawatra Tower 1, 2 and 3) with the fair value at Baht

3,766 million for the both period have been pledged as collateral against the credit facilities and loan from

financial institutions as mentioned in the notes to financial statements Nos. 15, 17 and 29.4.1 together with

the maximum amount an insurance company will accept and forfeit all the benefits from the insurance to the

lender or beneficiary.

12. Property, plant and equipment

For the six-month period ended June 30, 2013, the movement of property, plant and equipment

are as follows :-


Consolidated


Separate


As at January 1, 2013 873,828 873,731

Purchase 13,032 13,032

Disposal and write-off (101) (101)

Depreciation (22,462) (22,441)

26

As at June 30, 2013 864,297 864,221

As at June 30, 2013 and December 31, 2012, in the consolidated and separate financial statements,

vehicles at the book value of Baht 2.32 million and Baht 2.89 million respectively are assets under long-term

lease contracts.

As at June 30, 2013 and December 31, 2012, plant and equipment in the consolidated financial

statements with cost values of Baht 67.37 million and Baht 63.97 million respectively and in the separate

financial statements with cost values of Baht 63.16 million and Baht 59.75 million respectively have been fully

depreciated of estimated useful live but are still in use.

As at June 30, 2013 and December 31, 2012, in the consolidated and the separate financial

statements, land and construction thereon of which the net book value amounted Baht 784.76 million and Baht

799.92 million respectively, were mortgaged to secure credit facilities and loans from commercial banks as

mentioned in the notes to the financial statements No. 15 and 29.4.1 together with the maximum amount an

insurance company will accept and forfeit all the benefits from the insurance to the lender or beneficiary.

13. Leasehold rights

Consisted of: -



As at

June 30, 2013 December 31, 2012

Book value as at beginning 63,840 67,185

Less Amortized leasehold rights for the period (1,659) (3,345)

Book value as at ending 62,181 63,840

In accordance with the consolidated financial statements as at June 30, 2013 and December 31,

2012, a subsidiary company has been a part of initial leasehold right for Baht 11.10 million as land leasehold

right with the Crown Property Bureau in order to construct car-park and office building. Another part of Baht

74.17 million is the construction cost of building on the said leased land. This leasehold has a term of 25 years

commencing from February 1, 2007 onwards. A subsidiary company has amortized leasehold right from was

27

the first day a subsidiary company started to earn revenue from the service fee for the area of said car park and

office building.

14. Deferred tax

Deferred tax assets and liabilities as at June 30, 2013 and December 31, 2012 are as follows.



As at As at


Deferred tax assets 27,824 31,523 20,650 23,089

Deferred tax liabilities (493,562) (558,340) (412,528) (465,941)

Net (465,738) (526,817) (391,878) (442,852)

Movement of deferred tax assets and liabilities incurred during the six months periods ended

June 30, 2013 and 2012 are as follows.



As at

January 1, 2013

Recognized as

income or expense

in the statement of

comprehensive

income (No. 25)

As at

June 30, 2013

As at

January 1,2013

Recognized as

income or expense

in the statement of

comprehensive

income (No. 25)

As at

June 30, 2013

Deferred tax assets

Investment properties 16,840 )3,468( 13,372 8,421 )1,500( 6,921

Employee benefit obligations 14,547 )940( 13,607 14,547 )940( 13,607

Other 136 709 845 121 1 122

Total 31,523 )3,699( 27,824 23,089 )2,439( 20,650

28

Deferred tax liabilities

Investment properties )379,313( 39,277 )340,036( )287,745( 28,707 )259,038(

Property plant and equipment )178,018( 24,635 )153,383( )178,018( 24,635 )153,383(

Other )1,009( 866 )143( )178( 71 )107(

Total )558,340( 64,778 )493,562( )465,941( 53,413 )412,528(

Net )526,817( 61,079 )465,738( )442,852( 50,974 )391,878(



As at

January 1, 2012

Recognized as

income or expense

in the statement of

comprehensive

income (No. 25)

As at

June 30, 2012

As at

January 1, 2012

Recognized as

income or expense

in the statement of

comprehensive

income (No. 25)

As at

June 30, 2012

Deferred tax asset

Investment properties 24,961 )7,002( 17,959 11,745 )3,006( 8,739

Employee benefit obligations 14,905 )2,658( 12,247 14,905 )2,658( 12,247

Other 266 )170( 96 266 )170( 96

Total 40,132 )9,830( 30,302 26,916 )5,834( 21,082

Deferred tax liabilities

Investment properties )678,900( 138,753 )540,147( )561,148( 112,094 )449,054(

Other - )854( )854( - - -

Total )678,900( 137,899 )541,001( )561,148( 112,094 )449,054(

Net )638,768( 128,069 )510,699( )534,232( 106,260 427,972

15. Short-term loans from financial institutions

Consisted of:


Consolidated and separate financial statements

As at June 30, 2013

The loan limit

(Million Baht)

Outstanding

principal balance

Interest rate

(%)

29

Bills of exchange 3,000 1,750,000 Fixed rate

Less Discount of bills of exchange (13,430)

Net 1,736,570

Promissory notes 7,205 3,937,530 MMR and MLR-fixed rate

Total 5,674,100



As at December 31, 2012

The loan limit

(Million baht)

Outstanding

principal balance

Interest rate

(%)

Bills of exchange 2,000 1,200,000 Fixed rate

Less Discount of bills of exchange (10,781)

Net 1,189,219

Promissory notes 6,705 4,095,321 MMR and MLR-fixed rate

Total 5,284,540

Significant details of short-term loans can be summarized as follows:-

Bills of exchange

- Terms for repayment of principal ranging from 6 to 9 months.

- Principal will be repaid on the bill of exchange’s maturity date.

Promissory notes

- Terms for repayment of principal ranging from 3 to 6 months.

- Interest is payable monthly at the last working day of the month or interest due together with the principal

will be paid on the promissory note’s maturity date.

30

- Part of promissory notes for the amount of Baht 3,597.53 million have been secured by pledging the real

estate development cost, investment properties and land and construction as mentioned in the notes to

financial statements Nos. 8 , 11 and 12 respectively.

16. Trade and other payables

Consisted of :-



As at As at


Trade payables

Related person or entities 1,922 1,903 1,922 1,903

Other person or entities 398,051 285,267 397,162 284,307

Total trade payables 399,973 287,170 399,084 286,210

Other payables

- Related person or entities 2,652 2,125 2,652 2,125

- Other person or entities 66,881 66,353 60,661 66,163

Total other payables 69,533 68,478 63,313 68,288

Total trade and other payables 469,506 355,648 462,397 354,498

17. Long-term loans from financial institutions

Consisted of :-


Consolidated


As at

31

June 30, 2013 December 31, 2012

Long-term loans from financial institutions 4,151,402 3,103,520

Less Current portion of long-term liabilities (2,728,784) (1,183,073)

Net 1,422,618 1,920,447

The changes in long-term loans for the six-month period ended June 30, 2013 are as follows:-


Consolidated


Beginning balance 3,103,520

Proceeds in the period 2,127,708

Repayment in the period (1,079,826)

Ending balance 4,151,402

Long term loans of the Company consisted of loans from several financial institutions with

several loan agreements for the total loan limit as at June 30, 2013 and December 31, 2012 of Baht

10,570.50 million and Baht 10,685.00 million respectively, with the details as follows :-

- Loan limit at Baht 750.00 million: with the outstanding principal balances as at June 30, 2013 and

December 31, 2012 of Baht 450.00 million and Baht 510.00 million respectively is obtained to purchase

the land together with construction (Shinawatra Tower 1 and Shinawatra Tower 2) with conditions for the

repayment of principal must be made quarterly at Baht 30 million per installment and the first installment

shall be paid on the last day of the sixth month after the first withdrawal month. The Company must repay

the principal within 6.5 years from the first withdrawal date. The interest rate is fixed for the 1st to 2nd year

at 5% per years and for the 3rd year onward at MLR- fixed rate per annum. The interest is payable monthly.

The Company mortgaged Shinawatra Tower 1 and Shinawatra Tower 2 as mentioned in the note to

financial statements No. 11 as collaterals for the said loan.

- Total loan limit at Baht 9,820.50 million and Baht 9,935.00 million respectively: with the outstanding

principal balances as at June 30, 2013 and December 31, 2012 of Baht 3,701.40 million and Baht 2,593.52

million respectively are comprised of 14 contracts and 9 contracts respectively with the objective specially

for developing real estate projects for the periods ranging from 2 years to 4 years with the conditions for

principal repayment at 70% or 75% of selling price (depending on condition of each agreement) but not

less than the amount specified by the banks when the mortgage is released for the ownership right transfer

to the purchaser. The interest charge ranges from MLR-fixed rate per annum and is payable at the end of

32

each month. A part of land together with constructions included in real estate development costs as

mentioned in the notes to financial statements No. 8 is pledged as collaterals.

In addition, the Company has to maintain financial ratios as specified by banks, e.g. debt to

equity ratio, and fire insurances for the construction must be made and part of benefits from such policies

must be given to lenders as collaterals. As at June 30, 2013 and December 31, 2012 the Company had

unutilized lines of long-term loans in total of Baht 3,469.40 million and Baht 4,997.80 million respectively.

18. Debentures

Type of debentures Name of

debentures

Issues date Credit limit

(Million Baht)

Amount

(Units)

Par value

(Baht)

Total amount

(Million Baht)

As at

Redeem

maturity period

Interest rate

June 30,2013 December 31,2012

Name-registered debenture for

unsubordinated, unsecured

without a debenture holders’

representative type.

SC Debenture

No. 1/2013

27 May 13 600 600,000 1,000 600 - 27 May 16 4.80 % per annum.

The interest is payable

each three months.

Name-registered debenture for

unsubordinated, unsecured

with a debenture holders’

representative type.

SC Debenture

No. 1/2011

16 Dec 11 2,000 2,000,000 1,000 2,000 2,000 16 June 15 For the first to third

years fixed coupon rate

are 5.75% per annum.

Fourth year (last six

months) fixed coupon is

6.10 % per annum.

The interest is payable

each three months.

Total 2,600 2,000

On April 23, 2013, the Annual General Meeting of the Company’s shareholders approved the each

issuance and sale of debentures all types of debentures in the principal amount not exceeding Baht 3,000

million. The Board of Directors or directors were authorized to determine the details, terms and conditions in

relation to the issuance and sale of such debentures.

On April 20, 2011, the Annual General Meeting of the Company’s shareholders approved the

issuance and sale of debentures all types of debentures in the principal amount not exceeding Baht 2,000

33

million. The Board of Directors or directors were authorized to determine the details, terms and conditions in

relation to the issuance and sale of such debentures.

The Company shall comply with the covenant terms of the debenture which the Company shall

maintain debt to equity ratio at not exceeding 2 : 1 (Year 2012 : 1.50:1) over time of debentures.

19. Deferred leasehold revenue

Consisted of:-


Consolidated


Separate


As at As at


Beginning balance 76,171 115,071 26,918 34,435

Less Income from amortized leasehold right for the period (9,896) (38,900) (3,759) (7,517)

Ending balance 66,275 76,171 23,159 26,918

Less Current portion of deferred leasehold revenue (17,019) (18,473) (7,517) (7,517)

Net 49,256 57,698 15,642 19,401

20. Employee benefit obligations

The movement in the present value of the employee benefit obligation: -


Consolidated and Separate


As at

June 30, 2013 December 31, 2012

Beginning employee benefit obligations 63,248 49,683

34

Current service cost and interest 5,245 7,128

Employee benefit obligation actuarial losses - 6,437

Benefit obligation paid in the period (455) -

Ending employee benefit obligations 68,038 63,248

Expenses recognized in the statement of comprehensive income for the six-month periods ended

June 30, 2013 and 2012.


2013 2012

Current service cost 3,985 2,377

Interest on obligation 1,260 1,187

Total 5,245 3,564

Principal actuarial assumptions as at June 30, 2013 and December 31, 2012 are as follows :-

(Unit : percentage)

2013/2012

Discount rate 4.0

Salary increment rate 7-9

Employee turnover rate 0-14

21. Share capital

Consisted of: -



Issued and

paid-up share capital

Premiums

on ordinary shares

Total

As at January 1, 2012 3,285,091 315,613 3,600,704

Issued share capital 6,592 1,274 7,866

As at December 31, 2012 3,291,683 316,887 3,608,570

Issued share capital 6,854 1,504 8,358

Stock dividend 412,303 - 412,303

As at June 30, 2013 3,710,840 318,391 4,029,231

35

Accordance to the minutes of the general meeting of shareholders for the year 2013 held on

April 23, 2013, the following important resolutions.

- Resolve for reduction in the Company’s registered capital from Baht 3,500,000,000 to Baht 3,298,425,000

through the elimination of the registered, but unissued of 40,315,000 shares, with a par value of Baht 5

each, for the total of Baht 201,575,000 the remaining of registered capital amount of Baht 3,298,425,000.

- Resolve for the increase in the Company’s registered capital from Baht 3,298,425,000 to Baht

4,000,000,000 by issuing 140,315,000 new ordinary shares with a par value of Baht 5 each.

- Paid dividend by the Company’s ordinary share at a rate of 1 dividend share for every 8 existing shares of

82,460,623 shares, with a par value of Baht 5 each, for the total of Baht 412,302,616.

- Resolve to change the par value of the Company’s shares from formerly Baht 5 per share to Baht 1 per share.

The Company had registered the change of par value said, the amendments of the Memorandum

of Association and the Articles of Association about par value of the Company with the Ministry of Commerce.

22. Warrants

The resolutions of the Company’s annual general meetings of shareholders for the years

2005-2009 were made to approve the issue of warrants to the Company’s directors and employees at the

ratio of one warrant per one ordinary share. These warrants are in the format of registered holders and

non-transferable unless by estate or beneficiary transfer. The term of the warrants does not exceed 5 years

from the issue and offering date and the warrants have no offering price. The exercise price of ESOP-Grant

I-IV is the weighted-average closing price of the Company’s ordinary shares traded on the Stock Exchange

of Thailand during the period of 30 days prior to the date of the annual general meeting of shareholders and

the exercise price of ESOP-Grant V is the weighted-average closing price of the Company’s ordinary shares

traded on the Stock Exchange of Thailand during the period of 15 consecutive days prior to the date of the

board of directors resolve to propose the agenda to the meeting of shareholders for approval in order to

comply with Section 52 of Public Limited Company Act B.E.2535. If the said price is less than the registered

share value, the registered share value should be applied. However, only not more than one-third of the

allocated warrants may be exercised to purchase ordinary shares at one time and directors and employees are

entitled to exercise their allocated warrants one year after the warrants have been issued and offered to them.

The exercise date is the last working day of each month until the warrants are expired.

For the six-month period ended June 30, 2013, warrants have been exercised to purchase as

follow:

36

Unit Exercise ratio Exercise price(Baht) Amount (Thousand Baht)

Before

split shares

After

split shares

Total Before

split shares

After

split shares

Before

split shares

After

split shares

Before

split shares

After

split shares

Total

ESOP-Grant III 70,100 - 70,100 1:2 - 5.000 - 701 - 701

ESOP-Grant IV 295,500 45,000 340,500 1:2 1:11.25 7.545 1.341 4,459 679 5,138

ESOP-Grant V 308,600 123,400 432,000 1:2 1:11.25 5.000 1.000 3,086 1,388 4,474

Total 674,200 168,400 842,600 8,246 2,067 10,313

As at June 30, 2013, the Company has registered part of the change in the paid up share capital

from the said exercised warrants at Baht 6.85 million to the total registered share capital of Baht 3,710.84

million and incurred premiums on ordinary share amounting to Baht 1.50 million. The remaining Baht 1.96

million remaining from the warrant exercised in June 2013 is shown under a separate caption under the

shareholders’ equity “Advance received for ordinary share subscription”. The Company has registered the

increase in the issued and paid up share capital with the Ministry of Commerce on July 8, 2013.

As at June 30, 2013 and December 31, 2012, the whole amount of the Company’s warrants

(net of warrants of those holders who have already resigned) has not yet been exercised Amount 535,100

units and 1,225,900 units respectively as detailed below:-

Net amount Net issued Exercise (Calculated before diluted ordinary shares)

issued balance ratio Percentage of net issued Exercise price Exercise period

Issue date (Unit) (Unit) (Unit : Share) Paid-up share capital (Baht : Unit) Start End

2013 2012 2013 2012 2013 2012 2013 2012

ESOP-Grant III April 3, 2008 2,700,000 - 90,100 - 1 : 2 - 0.03 - 5.00 April 3, 2009 April 3, 2013

ESOP-Grant IV July 3, 2008 2,700,000 - 394,500 - 1 : 2 - 0.12 - 7.545 July 3, 2009 July 3, 2013

ESOP-Grant V April 22, 2009 2,700,000 535,100 1,023,900 1:11.25 1 : 2 0.16 0.31 1.00 5.00 April 22, 2010 April 22, 2014

23. Dividend paid /stock dividend / legal reserve

Approved by Dividend

paid

(Thousand Baht)

Dividend

paid per share

(Baht)

Stock dividend

(Thousand Baht)

Stock dividend

paid per share

(Baht)

Date of

Dividend

payment

Appropriated

legal reserve

(Thousand Baht)

Payment announced

from the profit of the

year 2012

The Annual General Meeting

of shareholders for the year

2013 held on April 23, 2013

106,869

0.162

412,303

0.625

May 17, 2013

53,400

Payment announced

from the profit of the

year 2011

The Annual General Meeting

of shareholders for the year

2012 held on April 20, 2012

427,511

0.650

-

-

May 17, 2012

53,400

24. Capital management

37

The primary objectives of the Group Companies’ financial management are to maintain their

abilities to continue as a going concern and to maintain an appropriate capital structure and to maintain

the ratio of debt to equity not exceeding those required by the loan agreements.

As at June 30, 2013 and December 31, 2012, debt to equity ratio in the consolidated financial

statements are 1.55:1 and 1.39:1 respectively (the separate financial statements: debt to equity ratio are

1.67:1 and 1.48:1 respectively).

25. Income tax


Consolidated


Separate



2013 2012 2013 2012

Income tax expense for the current period (105,289) (87,726) (97,335) (74,828)

Deferred tax expense relating to temporary differences

on initial recognition and reversal.

(7,636)

(20,977)

(6,790)

(18,394)

Deferred tax revenues resulting from reduction in tax rate 68,715 149,046 57,764 124,654

Income tax revenues (expense) (44,210) 40,343 (46,361) 31,432

The relationship between income tax (revenues) expense with accounting profit.


Consolidated


Separate



2013 2012 2013 2012


Income tax was calculated tax rates at 20% (Year 2012, 23%) (110,696) (101,540) (100,605) (87,633)

38

Effective income tax of revenues and expenses to be added

back (deducted) in computing taxable profit

- Income must be included in tax calculation - (2,368) - (2,368)

- Expenses not allowed as expenses as tax (3,248) (5,269) (4,538) (3,695)

- Expenses allowed to be double deduction 1,019 474 1,019 474

Deferred tax revenues resulting from reduction in tax rate 68,715 149,046 57,763 124,654

Income tax revenues (expense) (44,210) 40,343 (46,361) 31,432

Royal Decree No. 530 B.E. 2554 dated December 21, 2011 grants a reduction in the corporate

income tax rate for the three accounting periods 2012, 2013 and 2014; from 30% to 23% for the accounting

period 2012 which begins on or after January 1, 2012 and to 20% for the following two accounting periods

2013 and 2014 which begin on or after January 1, 2013 and 2014, respectively, deferred tax expected to

reverse in the year, has been measured using the effective tax rate.

It is understood that the Government will proceed to amend the law in order to maintain the

corporate income tax rate at not higher than 20% for the accounting period 2015 which begins on or

after January 1, 2015 and onwards in order to give full effect to the Cabinet resolution dated October 11,

2011 to increase Thailand’s tax competitiveness.

26. Administrative expenses

The administrative expenses included the directors’ remuneration benefits paid to the directors of

the Company as per Section 90 of the Public Limited Company Act excluding salaries and related fringe

benefits paid to directors who are the management of the Company. The detail is as following:-

(Unit: Million Baht)

Type of items Consolidated and separate financial statements


2013 2012

Directors’ remuneration 3.90 2.17

27. Basic and diluted earnings per share

Basic earnings per share is calculated by dividing the profit for the period attributable to ordinary

shareholders by the weighted average number of ordinary shares in the period which are adjusted ordinary

39

shares in proportion to change in the number of ordinary shares resulting from the stock dividend and

the changing of par value is changed from Baht 5 per value to Baht 1 per value as mentioned in the notes

to financial statements No. 21, like the change in number of ordinary shares are incurred in the beginning.

Diluted earnings per share is calculated by dividing the profit for the period attributable to ordinary

shareholders by the weighted average number of ordinary shares in issue and paid up, adjusted to assume

conversion of all dilutive potential ordinary shares, which is the weighted average number of ordinary shares

which would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

The assumed proceeds from the exercise of ESOP would be considered to have been received from the issue of

shares at fair value.

Basic and diluted earnings per share can be presented as follows: -

Consolidated


Separate


For the three-month periods ended June 30,

2013 2012 2013 2012

Profit for the periods (Unit : Thousand Baht) 283,832 162,198 262,784 144,018

Number of weighted average share (Shares) 3,710,953,989 3,700,954,366 3,710,753,989 3,700,954,363

Effect of dilutive potential ordinary shares

(ESOP Grant III) (Shares) - 663,302 - 663,302

(ESOP Grant IV) (Shares) 388,291 2,381,193 388,291 2,381,193

(ESOP Grant V) (Shares) 6,027,979 8,670,040 6,027,979 8,670,040

Number of dilutive potential ordinary shares (Shares) 6,416,270 11,714,535 6,416,270 11,714,535

Basic earnings per share and diluted earnings

per share (Unit : Baht)

0.08

0.04

0.07

0.04

Consolidated


Separate



2013 2012 2013 2012

Profit for the periods (Unit : Thousand Baht) 509,271 481,820 456,663 412,443

Number of weighted average share (Shares) 3,709,220,149 3,699,313,021 3,709,220,149 3,699,313,021

Effect of dilutive potential ordinary shares

40

(ESOP Grant III) (Shares) - 665,420 - 665,420

(ESOP Grant IV) (Shares) 393,112 2,393,630 393,112 2,393,630

(ESOP Grant V) (Shares) 6,079,788 8,697,725 6,079,788 8,697,725

Number of dilutive potential ordinary shares (Shares) 6,472,900 11,756,775 6,472,900 11,756,775

Basic earnings per share and diluted earnings

per share (Unit : Baht)

0.14

0.13

0.12

0.11

28. Disclosure of business segment

As per the consolidated financial statements for the six-month periods ended June 30, 2013 and

2012, the details are as follows:


Real

estate sales

Rental and

rendering of services

Consulting and

management service

Total segment Eliminate Consolidated financial

statements

2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012

Operating revenues

Revenue from outside customer 4,021,192 2,345,157 406,715 398,316 546 - 4,428,453 2,743,473 - - 4,428,453 2,743,473

Inter-revenues segment - - 247 337 20,250 19,800 20,497 20,137 (20,497) (20,137) - -

Total Operating revenues 4,021,192 2,345,157 406,962 398,653 20,796 19,800 4,448,950 2,763,610 (20,497) (20,137) 4,428,453 2,743,473

Operating cost (2,654,414) (1,547,007) (163,812) (152,381) (8,360) (6,416) (2,826,586) (1,705,804) 21,321 19,466 (2,805,265) (1,686,338)

Selling and Administrative

expenses

(864,966)

(502,207)

(8,148)

(5,881)

-

-

(873,114)

(508,088)

-

-

(873,114)

(508,088)

Operating result by segment 501,812 295,943 235,002 240,391 12,436 13,384 749,250 549,718 824 (671) 750,074 549,047

Unallocated expenses (158,836) (126,820) 806 688 (158,030) (126,132)

Operating profit 590,414 422,898 1,630 17 592,044 422,915

Other income 7,820 40,105 (1,851) (2,403) 5,969 37,702

Financial cost (46,383) (21,543) 1,851 2,403 (44,532) (19,140)

Income tax revenues (expense) (44,210) 40,343 - - (44,210) 40,343

Profit for the period 507,641 481,803 1,630 17 509,271 481,820

As at June 30,

Assets by segment 18,554,125 12,241,068 5,151,558 5,853,582 76 - 23,705,759 18,094,650 - - 23,705,759 18,094,650

Unallocated assets - - - - - - 1,711,895 1,718,892 - - 1,711,895 1,718,892

Total assets 18,554,125 12,241,068 5,151,558 5,853,582 76 - 25,417,654 19,813,542 - - 25,417,654 19,813,542

29. Commitment and contingent liabilities

41

29.1 As at June 30, 2013 and December 31, 2012, the Group Companies has the total remaining obligations

from construction contracts and purchase of land amounting to Baht 4,387.37 million and Baht

4,755.07 million respectively.

29.2 As at June 30, 2013 and December 31, 2012, the Company entered into advance steel purchase

agreements with several companies with the contractual value at Baht 478.34 million and Baht 334.32

million respectively, the entire contractual value has been paid fully, the remaining amount of the steel

to be delivered under the agreements are Baht 188.40 million and Baht 95.58 million respectively.

29.3 The Company has entered into the long-term land rental agreement with a company to build a retail trade

centre. The rental agreement is for the period of 15 years, commencing from August 23, 2008 with the

following rental fees:-

- 1st - 3rd year (from August 23, 2008-August 22, 2011) rental fee of Baht 75,000.00 per month

- 4th - 6th year (from August 23, 2011-August 22, 2014) rental fee of Baht 78,750.00 per month




29.4 Apart from liabilities that appeared in the statement of financial position of the Group Companies have

obligations as follows:-

29.4.1 Obligations from credit facilities obtained from the banks



As at

June 30, 2013 December 31, 2012

Letter of guarantee (Utilized) 892.93 828.60

The above credit facilities are secured by land together with construction of real estate

projects as mentioned in the notes to financial statements No. 8 and land together with the

42

construction of Shinawatra Tower 1 2 and 3 as mentioned in the notes to the financial

statements No. 11 and 12.

29.4.2 The Group Companies possess obligation in relation to operating lease on the part of lessee

who will be obligated to pay leasing fee in fortune for the following periods :-



As at

June 30, 2013 December 31, 2012

Within 1 year 2,251 2,280

More than1 year to 5 years 10,416 10,411

Over 5 years 33,387 34,503

Total 46,054 47,194

30. Financial Instruments

As at June 30, 2013 he policies in managing financial risks, credit provision risks and exchange

rate risks are similar to those in the financial statements ended December 31, 2012.

Risk on Interest Rates

The Group Companies have significant financial instruments, which include deposits with

financial institutions, temporary investments, loans due to commercial banks and related entities and debentures.

These financial instruments are, therefore, subject to risk in relation to floating interest rates which may be

fluctuating in future thus possibly affecting the operating results and cash flows. As at June 30, 2013 and

December 31, 2012, the significant financial instruments have the following details:- (in respect to interest rates,

they are already shown in related notes to financial statements).



As at June 30, 2013

Fixed interest rate Floating No interest

within more than more than interest rate bearing

1 year 1 year to 5 year 5 year Total

Financial assets

Cash equivalents items 59.00 - - 402.29 223.31 684.60

Temporary investments 5.00 - - - - 5.00

43

Trade receivables - - - - 88.81 88.81

Total 64.00 - - 402.29 312.12 778.41

Financial liabilities

Short-term loans 2,925.09 - - 2,947.53 - 5,872.62

Trade and other payables - - - - 469.51 469.51

Long-term loans from financial institutions - - - 4,151.40 - 4,151.40

Debentures - 2,600.00 - - - 2,600.00

Liabilities under long-term lease contracts 1.18 1.75 - - - 2.93

Total 2,926.27 2,601.75 - 7,098.93 469.51 13,096.46



As at December 31, 2012

Fixed interest rate Floating No interest

within more than more than interest rate bearing

1 year 1 year to 5 year 5 year Total

Financial assets

Cash equivalents items 51.00 - - 556.23 141.90 749.13

Temporary investments - - - - 210.12 210.12

Trade receivables - - - - 50.20 50.20

Total 51.00 - - 556.23 402.22 1,009.45

Financial liabilities

Short-term loans 2,526.57 - - 3,005.32 - 5,531.89

Trade and other payables - - - - 355.65 355.65

Long-term loans from financial institutions - - - 3,103.52 - 3,103.52

Debentures - 2,000.00 - - - 2,000.00

Liabilities under long-term lease contracts 1.25 2.16 - - - 3.41

Total 2,527.82 2,002.16 - 6,108.84 355.65 10,994.47

31. Approval of the interim financial statements

44

These interim financial statements have been approved for issuance by the Company’s board of

directors on August 13, 2013.

__________________________

independent auditor’s report on review of … · a review of interim financial information...

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