READY FOR NEW CHALLENGEs - listed...

2013Annual Report

READY FOR NEW CHALLENGEs

Amata Corporation Public Company Limited

AEC

World’s leading industrial city developer

Vision

Mission

To provide reliable, sustainable and state-of-the-art business estate

D R I V E-The 5 key characteristics employees should have :D DEPENDABLER RESPONSIVEI INNOVATIVEV VISIONARYE EFFICIENT

Amata DNA has been created for the development and empowerment of its employees

Table of Contents 06 Performance at a Glance 07 Amata Consolidated Results 2009-2013 10 Message from the Chairman 14 Board of Directors 16 Directors’ Biographies 28 Shareholding Structure 29 Organization Chart 30 Policy and Company Overview 33 Scope of Business 42 Risk Factors 43 Other Information 51 Reference 52 Major Shareholders 53 Dividend Policy 54 Management Structure 58 Amata and Corporate Governance Policies

74 Corporate Social Responsibility 77 Internal Control and Risk Management 78 Related Party Transactions 79 Key Financial Ratio 80 Management Discussion and Analysis for year 2013 86 Report on the Board of Directors’ Responsibilities 87 Report of the Audit Committee 89 Independent Auditor’s Report 90 Financial Statements 138 Executives’ Biographies 142 Executives’ Biographies (Subsidiaries) 144 List of Company’s Directors and Executives and Position Holding in Company Subsidiary Associate and Other Company 146 Directors in Amata Subsidiaries

Amata 3Q - Key tosuccess

Quality Locations : Strategic Locations in Vietnam and Eastern Seaboard of Thailand

Q-1

2013

Quality Infrastructure : Highest quality infrastructure and utilities to support production

Quality Services : Dedicated investment, construction, pre - and post sales services

Annual Report

Q-2

Q-3

Performance at a Glance

2013PERFORMANCE

Performanceat a Glance

Financial summary: Amata Corporation PCL. and its subsidiary companies

2013 2012 2011 2010 2009

(Different accounting policies)*

Income statement (Million Baht)Total revenue 7,506.08 6,089.97 3,923.54 3,178.49 2,230.14

Income from sales 7,164.25 5,612.91 3,647.94 3,046.32 2,035.10

Gross profit 3,436.79 2,817.60 1,759.62 1,409.57 716.01

Net profit (Before other comprehensive income to equity holders of the company) 1,515.58 1,501.21 900.51 695.91 372.31

Statement of financial position (Million Baht)Total assets 22,203.24 21,014.09 17,823.19 14,380.61 13,412.23

Total liabilities 12,011.74 12,107.87 10,360.55 8,270.89 7,180.61

Total shareholders’ equity 10,191.50 8,906.22 7,462.64 6,109.72 6,231.62

Earnings per share and dividend payout (Ordinary shares of Baht 1 each)Earnings per share (Baht) 1.42 1.41 0.84 0.65 0.35

Dividend payout (Million Baht) 586.82 693.43 160.05 266.73 106.69

Selected ratios (%)Net profit margin (%) 25.69 29.46 26.59 24.52 21.23

Return on equity (%) 20.20 21.92 15.01 12.63 8.01

Return on total assets (%) 8.92 9.24 6.45 5.61 3.67

Debt to equity ratio (Times) 1.18 1.36 1.39 1.35 1.15

*As detailed in the notes to the financial statements article 3.1

Amata Corporation Public Company Limited Annual Report 2013

06

Amata Consolidated Results 2009 - 2013

(ฺBefore other comprehensive income to equity holders of the company)

AmataConsolidatedResults2009 - 2013

Total Revenue

Earnings Per Share (Baht)

Gross Profit

Dividend Payout (Million Baht)

Debt to Equity Ratio (Times)

6,089.97

1.41

2,817.60

693.43

1.36

7,506.08

1.42

3,436.79

586.82

1.18

3,923.54

0.84

1,759.62

160.05

1.39

3,178.49

0.65

1,409.57

266.73

1.35

2,230.14

0.35

716.01

106.69

1.15

Net Profit

Dividend Payout

Earnings Per Share

Debt to Equity Ratio

Total Revenue

Gross Profit

1,515.58

586.82

1.42

1.18

7,506.08

3,436.79

Business performance of Amata Corporation PCL. and its subsidiary companies2013 2012 2011 2010 2009

Size of land under sales agreement executed during the year (Rai)**

Amata Nakorn 354 1,018 599 437 185

Amata City 655 1,829 966 858 68

Amata Nakorn & Amata City 1,009 2,847 1,565 1,295 253

Remark:

** Amata’s land revenues are from Thailand only

2013 2012 2011 2010 2009 2013 2012 2011 2010 2009 2013 2012 2011 2010 2009

2013 2012 2011 2010 20092013 2012 2011 2010 2009

Net Profit (ฺBefore other comprehensive income to equity holders of the company)

1,501.21

1,515.58

900.51

695.91

372.31

2013 2012 2011 2010 2009

“Ready for new Challenges”

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Amata ready for AEC’s opportunities and challenges.

7 15

10

3 8

92

6

4

ThailandBrunei Darussalam CambodiaIndonesiaLaos

MalaysiaMyanmarPhilippinesSingaporeVietnam

To all shareholders,

The year 2013 is a challenging year for Amata as we

encountered the country’s political turmoil. This has caused a

severe drop of our land sale down to only one third of the set

target. Moreover, the Company has spent a lot of money in

solving the flood problem, and to help surrounding communities

suffered from flood which have an impact on the operating

performance of the 4th quarter.

In order to minimize a negative impact from the fluctuation

of our income which is mainly derived from land sale, the

Company has expanded its investment into power business. In

2013, the board has approved to invest in 2 new power plant

projects in Amata Nakorn, and 3 new power plants in Amata City

with the size of 130 megawatt each.

Annual Report

2013

Message from the Chairman



10

In 2014, the Company plans to operate on the following :-

1) To increase income from land sale both in Thailand and

Vietnam via proactive marketing focusing on Japanese

and Chinese markets. Amata industrial estates are on

strategic location with easy access both via air and sea, a

key success for export business.

2) To work on the setting up of new industrial estates outside

Thailand.

On this occasion, I would like to thank the shareholders,

investors, business alliances, customers and stakeholders who

have always given us supports. Also, I would like to thank the

management and staff of Amata for their efforts and dedication

to work. Finally, I want to assure everyone that we will withstand

to work under all circumstances to lead our organization to a

steady progress.

(Dr. Wissanu Krea-Ngam)



11

Amata Nakorn -Chonburi, Thailand

Amata Nakorn Industrial Estate as the company’s flagship estate is located on a prime site only 57 km from Bangkok connected by Bangna-Trad Elevated Expressway and Bangkok - Chonburi Motorway. Factories set up here have excellent access to Bangkok and the heart of Eastern Seaboard region.

Board of Directors

Board of Directors

Dr. Wissanu Krea-ngam

Mr. Keita Ishii

Mr. VikromKromadit

Mr. AnuchaSihanatkathakul


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Board of Directors

Mr. NoppunMuangkote

Mr. ViboonKromadit

Mr. ChackchaiPanichapat

Mr. VatanaSupornpaibul

Associate Professor

Dr. SomchetThinaphong


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Directors’Biographies

Dr. Wissanu Krea-ngamChairman

Type of director • Independent Director

• Authorized director who can sign to bind the company as specified in Affidavit

Director Appointment Date April 27, 2007

Age 63

Education • LL.B. (Hons.) Thammasat University

• Barrister-At-Law (Thai)

• LL.M. University of California, Berkeley

• J.S.D. University of California, Berkeley

• LL.D. (Honoris Cansa) Chulalongkorn University

• Certificate National Defense College

Director training program • Director Accreditation Program (DAP), 2008

Experience • Professor of Law, Chulalongkorn University

• Secretary-General of The Cabinet

• Deputy Prime Minister

• Member of University Councils (Thaksin University, Chulalongkorn University,

Bundit Patanasilp, Kasem Bundit, King Prajadhipok’s Institute,

Chiang Mai University Chiang Rai Rajabhat University)

• Chairman of University Councils (Songkhla Rajabhat University

and Bundit Patasilp Institution)

Positions in other listed companies • Chairman, Sikarin PCL.

• Chairman, Bangkok First Investment PCL.

• Chairman, Namyong Terminal PCL.

• Director, Loxley PCL.

• Director, Post Plublishing PCL.

• Director, Sermsuk PCL.

• Director, AEC Securities PCL.

Positions in rival companies / related companies None

Meeting attendance in 2013 • Board of Directors Meeting 6 of 6 Meetings

• Shareholder Meeting 1 of 1 Meeting

No. of years on the board 6 years 9 months

Company shareholding None

Other information • No legal dispute over the past 5 years

• No conflict of interest transaction with the company in past years past years



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Mr. Keita IshiiVice Chairman

Type of director • Non Executive Director



Age 53

Education • Bachelor’s degree in law, Waseda University, Japan

Director training program • None

Experience • Director of ITOCHU Chemical Frontier, Japan

Positions in other listed companies • None

Positions in non-listed companies • President ITOCHU (Thailand) Ltd. and ITOCHU Management (Thailand) Co., Ltd.

• Director, Central Familymart Co., Ltd.

• Director, Suzuki Leasing International (Thailand) Co., Ltd.


Meeting attendance in 2013 • Board of Director Meeting, 4/6 Meetings

• Shareholder Meeting, 1 of 1 Meeting




• No conflict of interest transaction with the company in past years



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Mr. Vikrom KromaditDirector / Chairman of Executive Board / Chief Executive Officer

Type of director • Executive as Director of the Board


Director Appointment Date March 6, 1990

Age 61

Education • B.E. (Mechanical Engineering), National Taiwan University, Taipei, Taiwan

Director training program None

Experience • Managing Director of V&K Corp. Co., Ltd.

• President of Kromadit Co., Ltd.

• Vice President of BIP Engineering PCL.

• Chairman of the Board of Directors of Amata (Vietnam) Co., Ltd.

• Director of Amata Power Ltd.

Positions in other listed companies None

Positions in non-listed companies • President of Amata Holding Co., Ltd.

• Chairman of Amata VN Pcl.

• Director of Amata Development Co., Ltd.

• Director of Amata Mansion Services Co., Ltd.

• Director of Amata City Co., Ltd.

• Chairman of Amata Foundation


Meeting attendance in 2012 • Board of Directors Meeting, 4 of 6 Meeting



Company shareholding 215,700,000 (20.22%)





18

Mr. Chackchai PanichapatDirector / Executive Director

Type of director • Executive Director


Director Appointment Date July 23, 2003 Age 75

Education • B.E. (Electrical Engineering), Chulalongkorn University

• M.E. (Electrical Engineering), University of Texas, Austin, U.S.A.

• Certificate, Defense College

Director training program • Director Accreditation Program (DAP) year 2003

• Finance for Non-Finance Director (FN) year 2005

• Director Certification Program (DCP) year 2006

• Role of Compensation Committee (RCC) year 2007

• Audit Committee Program (ACP) year 2009

Experience • Deputy Secretary General of the Board of Investment

• Independent Director, Audit Committee Member and Chairman of the Nomination

and Remuneration Committee, Central Pattana Pcl.

• Independent Director, Chairman of the Audit Committee and Nomination

and Remuneration Committee Member, City Sports and Recreation Pcl.

• Independent Director, member of the Audit Committee and Chairman of

the Nomination and Remuneration Committee, Kang Yong Electric Pcl.

Positions in non-listed companies• Chairman, Magnecomp Precision Technology Pcl.

• Chairman, Precipart Co., Ltd.

• Chairman, Amata Water Co., Ltd.

• Chairman, D-Jig Co., Ltd.

• Vice Chairman, Amata City Co., Ltd.

• Director, Amata Asia Ltd.

• Director, San Miguel Beer (Thailand) Co., Ltd.

• Director, San Miguel Marketing (Thailand) Co., Ltd.

• Director, Thai San Miguel Liquor Co., Ltd.


Meeting attendance in 2013• Board of Directors Meeting, 6 of 6 Meetings








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Mr. Vatana SupornpaibulDirector / Executive Director/ Chief Business Officer

Type of director • Executive Director


Director Appointment Date February 17, 2012 Age 74

Education • B.E. (Electrical Engineering) (2nd class hons.), Chulalongkorn University

• B.E. (Industrial Engineering), Chulalongkorn University

• B.Econs. (1st class hons.), Sukhothai Thammatirat University

• M.S.E.E. (Master of Science in Electrical Engineering), University of Texas,

Austin, U.S.A.

• M.M. (Master of Management), Sasin Graduate Institute of Business Administration,

Chulalongkorn University

• Certificate, National Defense College

Director training program • Director Accreditation Program (DAP) year 2006

• Finance for Non-Finance Director (FN) year 2006

• Director Certificate Program (DCP) year 2007

• Audit Committee Program (ACP) year 2007

Past Experience • Deputy General Manager, State Railway of Thailand

Present Positions in other listed companies None

Positions in non-listed companies None


Meeting attendance in 2013 • Board of Directors Meeting, 6 of 6 Meetings


No. of years on the board 1 year 10 months






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Mr. Viboon KromaditDirector / Executive Director / Chief Marketing Officer and acting Chief Operating Officer

Type of director • Executive as Director of the Board



Age 53

Education • Bachelor Degree in Business Administration, Assumption University

• Master of Arts (Public Affairs) Thammasart University

Director training program • Director Accreditation Program (DAP), Year 2004

• Director Certification Program (DCP), Year 2007

Experience • The Thai Amateur Swimming Association

• The Asian Amateur Swimming Federation

• Director of Duplan International Co., Ltd.

• Director and Advisor to the Chairman of TLCA.

• Chairman of EDP.1

• “Thailand Top 100 HR Award 2009” from Thammasart University

Positions in other listed companies None

Positions in non-listed companies • Director of Amata City Co., Ltd.

• Director of Amata Water Co., Ltd.

• Director of Amata Facility Services Co., Ltd.

• Director of Amata Summit Ready Built Co., Ltd.

• Director of Thai-Chinese Industrial Realty Development Co., Ltd.

• Director of Amata Asia Ltd.


Meeting attendance in 2013 • Board of Director Meeting, 6 of 6 Meeting



Company shareholding 300,000 (0.03%) under his wife name





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Mr. Anucha SihanatkathakulDirector / Chairman of the Audit Committee / Member of Nomination and Remuneration Committee

Type of director• Independent Director



Age 55

Education• B.A. (Accounting & Management), Houston Baptist University, U.S.A.

• M.B.A. (Finance) University of Houston, U.S.A.

Director training program • Director Certification Program (DCP), Year 2000

• Fellow Member, Year 2001

• Director Compensation, Year 2003

• Non-Executive Director, Year 2004

• Board Failure and How to Fix it, Year 2004

• CEO Performance Evaluation, Year 2004

• Raising the Awareness of Corporate Fraud in Thailand, Year 2005

Experience • Director and Executive Vice Chairman, Syrus Securities Pcl.

• Director, PTTEP Exploration and Production Pcl.

• Specialist, The committee on finance, banking and financial institutions, The Senate

• Advisor, Sub committee on banking and financial institutions, The Senate

• Director, Thai Oil Power Co., Ltd.

• Director, Nava Leasing Pcl.

• Director, The Mall Nakornrajchasrima Co., Ltd.

Positions in other listed companies • Director and Executive Chairman, Focus Development and Construction Pcl.

Positions in non-listed companies • Director, Amata B. Grimm Power Ltd.

• Director, Amata B. Grimm Power 1 Ltd.




• Director, Amata Power (Rayong) Ltd.

• Director, Amata B. Grimm Power (Rayong) 1 Ltd.

• Director, Amata B. Grimm Power (Rayong) 2 Ltd.

• Director, Amata Water Co., Ltd.

• Director, Amata (Vietnam) Joint Stock Company

• Director, Amata Asia Ltd.

• Director, Amata Summit Reay Built Co, Ltd.

• Director, Data In Motion Co., Ltd.

• Director, Data Technology Co., Ltd.



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Positions in non-listed companies • Director, Moon Dance Development Co., Ltd.

• Director, Moon Dance Bistro Co., Ltd.

• Director, Capital Focus Co., Ltd.

• Director, Focus Environmental Co., Ltd.

• Director, 888 Property Co., Ltd.

• Director, Rai Arthit Co., Ltd.


Meeting attendance in 2013• Board of Directors Meeting, 6 of 6 Meetings

• Audit Committee Meeting, 5 of 5 Meetings

• Nomination and Remuneration Committee Meeting, 1 of 1 Meeting



Company shareholding 5,534,000 shares (0.52%)

Other information • No legal dispute which does not comply with the qualification of the director

for listed company over the past 5 years




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Director Appointment Date July 26, 2001

Age 65

Education • Diploma, Springfield Township High School, Phila., Pa.

(American Field Service Scholarship) 1966-1967

• LL.B (Hons.) Thammasat University 1967-1971

• Certificate, Thai Barrister at Law Association 1972

• LL.M Corporations, New York University 1975-1977 (Fulbright and Asia

Foundation Scholarships)

Director training program • Director Accreditation Program (DAP), 43/2005

Experience • Chief of Legal Department, ITF Finance & Securities, 1972-1975

• Lawyer, Chandler & Thong-ek Law Offices, 1977-1981

Positions in other listed companies • Independent Director and Chairman of the Audit Committee,

AEON Thana Sinsap (Thailand) Public Company Limited

Positions in non-listed companies • Independent Director, AEON (Thailand) Co., Ltd. (formerly ”Siam-Jusco Co., Ltd.”)

• Vice Chairman Sahakol Equipment Co., Ltd. and Sahakol Engineer Co., Ltd.

• Independent Director and Chairman of Audit Committee of Charoensin Property Co., Ltd.

• Director, PF Controls Group Co., Ltd.

• Owner, International Business Lawyers, 1981-present





• Shareholder Meeting 1 of 1 Meeting




• No conflict of interest transaction with the company in the past years

Mr. Noppun MuangkoteDirector / Member of the Audit Committee / Chairman of the Nomination and Remuneration Committee



24

Associate Professor Dr. Somchet ThinaphongDirector / Member of the Audit Committee / Member of the Nomination and Remuneration Committee


• Authorized director who can sign to bind the company as specified

in Affidavit

Director Appointment Date December 28, 1999

Age 65

Education • Doctor of Engineering (D. Eng.) 1980 ; Asian Institute of Technology (AIT)

(King’s Scholarship (Thailand))

• Master of Engineering (M. Eng.) 1973 ; Asian Institute of Technology

(AIT) (British Government Scholarship)

• Bachelor of Engineering (B. Eng.) 1971 ; University of Tasmania

(Australia) (Colombo Plan Scholarship)

Experience • 9 years as the Governor of Industrial Estate Authority of Thailand (IEAT)

• 3 years as the President of New Bangkok International Airport (NBIA)

Positions in other listed companies • Director, Preecha Group Public Co., Ltd.

Positions in non-listed companies • Chairman, Board of Directors, Geo-Informatics

and Space Technology Development Agency (Public Organization)-GISTDA

• Managing Director, Dawei Development Company Limited






No. of years on the board 14 years






25

Standard Utilities andFacilities

- Electricity - Industrial Water - Waster Water Treatment- Steam - Natural Gas - Telecommunications- Facility Services - Medical Services - Safety and Security- Industrial Standards - Land and Road Condition

ShareholdingStructure

Amata Corporation

PCL.March 6, 1989

Industrial Estate

Utility

Service

Other

83.67%

60%

30%

8%

8%

62%

50%

62%

50%

0.0003%

29.10%

25%

44.04%

69.9997%

10%

21%

13.77%

10%

100%

20%

20.115%

20.115%

91%

43.49%

49%

21%

4.25%

100%

100%

44.29%

Amata B.Grimm Power 3 Ltd.Jan. 12, 2010

Amata B.Grimm Power 4 Ltd.Aug. 26, 2010


Amata Water Co., Ltd.Mar. 5, 1999

Amata Natural Gas Distribution Co., Ltd.Nov. 27, 2001

Amata Facility Services Co., Ltd.Nov. 29, 2002

Amata Development Co., Ltd.June 15, 1990

Amata Summit Ready Built Co., Ltd.Dec. 15, 2004

VIA Logistics Co., Ltd.Dec. 27, 2004

Vibharam (Amata Nakorn) Hospital Co., Ltd.Sep. 27, 2005

Amata Asia Ltd. May 28, 2008

Amata VN PCL.Aug. 30, 2012

Amata Global Pte. Ltd. Nov. 14, 2013

Thai - Chinese Rayong Industrial Realty Development Co., Ltd. Mar. 20, 2012

Amata B.Grimm Power (Rayong)1 Ltd.Sep. 9, 1996

Amata B.Grimm Power (Rayong) 2 Ltd.Jan. 12, 2010

Amata B.Grimm Power 3 Ltd.Jan. 12, 2010

Amata B.Grimm Power (Rayong)1 Ltd.Sep. 9, 1996


Amata B.Grimm Power (Rayong) 2 Ltd.Jan. 12, 2010


Amata (Vietnam) JSC.Dec. 31, 1994

Amata Mansion Service Co., Ltd.Nov. 15, 1991

Amata VN PCL.Aug. 30, 2012

Amata (Vietnam) JSC.Dec. 31, 1994

Amata Power (Bien Hoa) Co., Ltd. Jun. 29, 1996

Thai - Chinese Rayong Industrial Realty Development Co., Ltd. Mar. 20, 2012

Amata City Co., Ltd.June 5, 1995

Amata B.Grimm Power Ltd.Mar. 2, 1995

Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd.

Apr. 11, 2013

Shareholding Structure


28

Organization Chart

Marketing Division (1)

Business Development Division (1)

Chief Executive Officer (1)

Chief Executive Office (12) Information Development (1)

Internal Audit

Company Secretary

Executive BoardNomination & Remuneration Committee Audit Committee

Board of Directors

IT, Accounting & Finance andInvestor Relations Division (1)

Operating Division

Marketing & Sales (10) New Project (7) Information Technology (5) Legal (1)

Land & Government Affairs (7) Infrastructure (3) Accounting & Finance (10) Relationship Management (4)

Engineering (11) Urban (1) Investor Relations (1) Human Resources & General Affairs (23)

Public Relations (6)

Organization Chart


29

Policy and Company Overview

The vision of Amata Corporation PCL is to be “World’s leading industrial city developer”. In accordance with this vision, Amata

Corporation PCL, its subsidiaries and associates invest in industrial estates and the enterprises supporting the operation of the estates.

Amata Corporation PCL was previously named as Bangpakong Industrial Park 2 PCL. and was set up on March 6, 1989 to

operate real estate business by developing and selling industrial land to industrial operators. At the start, the company had its

registered capitals of THB 120 million (one hundred twenty million baht) and present registered capital is 1,067,000,000 baht (one

thousand sixty seven million baht). The company also set up as Bangpakong Industrial Estate which its name changed to Amata

Nakorn Industrial Estate on February 25, 1998. Amata Nakorn Industrial Estate falls under Investment Promotion Zone 2 which is

a joint partnership between private sector and Industrial Estate Authority of Thailand. Amata Nakorn Industrial Estate covers the

area of 23,300 rais located at Km. 57 Bangna-Trad Highway in Tambol Klong Tamru, Amphur Muang, of Chonburi Province.

The company specializes in planning, developing, managing, and marketing integrated industrial estates. The company strives

not only to provide a location for businesses, but to create integrated cities with a range of services designed to support its client

companies and the people who work for them. This means there is an international standard road system, reliable utilities and waste

disposal facilities, well-maintained green areas.

Significant Developments in 20131) In 2013, there was no significant change in the company share holding structure; hence the Kromadit family still holds the

majority of the company’s shares.

2) The Board of Directors at meeting No. 4/2013, dated May 13, 2013, ratified that Amata Facility Services Co., Ltd.,

(a subsidiary company of Amata) could take a 25% shareholding in Strategic Engineering and Advance Logistics Services

(Thailand) Co., Ltd., a company providing engineering and logistics services. These services include the design and installation

of production processes in factories; the design, installation, repair and maintenance of machines, engines, tools and

equipment; the packaging and manufacturing of all types of products; and the management of all inbound and outbound freight,

containers and packages via ground, sea and air.

3) The Board of Directors at meeting No. 5/2013, dated August 13, 2013, approved Amata Corporation PCL owning 20.115% of

the shares in each of two power companies: Amata B. Grimm Power 4 Ltd. and Amata B. Grimm Power 5 Ltd. Each company

has a power generating capacity of 132 megawatts of which 90 megawatts will be supplied under agreement to the Energy

Generating Authority of Thailand (EGAT) and the remainder to customers in the Amata Nakorn Industrial Estate.

4) The Board of Directors at meeting No. 6/2013, dated November 12, 2013, decided to not increase investment in Vibharam

(Amata Nakorn) Hospital Co., Ltd., located at Amata Nakorn. The board agreed that Vibharam Hospital is not an Amata’s core

business. Consequently, Amata’s initial investment of 20.25% of 100 million Baht has been reduced to 4.25% after Vibharam

increased its investment fund (mainly for construction purposes) to 500 million Baht. The Construction is schedule to be

completed in the first quarter of 2014.

5) The Board of Directors at meeting No. 6/2013, dated November 12, 2013, gave its approval to Amata Corporation PCL holding

100% of the shares in a new company, Amata Global Pte, Ltd., a subsidiary registered in Singapore focusing on investment

in foreign countries.



30


6) The Board of Directors of Amata City Co., Ltd. (a subsidiary company) at meeting No. 4/2013, dated November 15, 2013,

approved the company owning 20.115% of the shares in each of three power companies: Amata B. Grimm Power (Rayong) 3 Ltd.,

Amata B. Grimm Power (Rayong) 4 Ltd., and Amata B. Grimm Power (Rayong) 5 Ltd. Each company has a power generating

capacity of 132 megawatts of which 90 megawatts will be supplied under agreement to the Energy Generating Authority of

Thailand (EGAT) and the remainder to customers in the Amata City Industrial Estate. The set up of the power plants of these

three companies are now under process.

Business Overview of Subsidiaries and Associate CompaniesThe focus of Amata Corporation PCL on industrial estate development and other businesses related to industrial park operation

can be segmented as follows:

Industrial Estate Businesses

The company has set up three major subsidiary companies to aid in the operation of its industrial estate business.

1) Amata City Co., Ltd., of which the company holds 83.67% of the shares operates Amata’s second industrial estate in

Thailand, (Amata City Industrial Estate, Thailand). This industrial estate covers 13,800 rais and is located at highway 331

Mab Yang Porn sub-district, Phuak Daeng district in Rayong Province. It falls under Investment Promotion Zone 3.

2) The company has set up a joint venture with Vietnamese government to operate an industrial park known as the Amata

(Vietnam) JSC., in which it holds a 61.83% interest. The joint venture operates over an area of 4,375 rai under the name

“Amata City (Bien Hoa)” and is located near the intersection of national highways No. 1 and 15, Long Binh sub-district,

Bien Hoa district, Dong Nai province in Vietnam.

3) Thai-Chinese Rayong Industrial Realty Development Co., Ltd., of which Amata Corp directly and indirectly holds a 46.10%

interest, operates a ‘mini’ industrial park located within the Amata City Industrial Estate, Thailand. The development

consists of 1,000 rais of land and sells land and leases ready-built factories for investors from mainland of China.

Utilities Group

Amata Corporation PCL has set up 8 companies to operate utility businesses as follows:

1) Amata B. Grimm Power Ltd., (changed from Amata Power Limited on August 26, 2011) in which the company holds a

13.77% interest. The company operates a power business that sells electricity and steam both in Thailand and overseas.

2) Amata Water Co., Ltd., (name changed from Amata Quality Water Co., Ltd., on November 21, 2005) produces water

products for industrial users. Amata Corp holds a 100% stake in this company.

3) Amata Natural Gas Distribution Co., Ltd., distributes natural gas to industrial users. Amata holds a 20% stake in this company.

4) Amata B. Grimm Power 3 Ltd., produces electricity and steam; Amata indirectly holds an 18.26% stake in this company.

5) Amata B. Grimm Power (Rayong) 1 Ltd., produces electricity and steam; Amata indirectly holds a 15.23% stake in this company.

6) Amata B. Grimm Power (Rayong) 2 Ltd., produces electricity and steam; Amata indirectly holds a 15.23% stake in this company.

7) Amata B. Grimm Power 4 Ltd., produces electricity and steam; Amata indirectly holds a 27% stake in this company.

8) Amata B. Grimm Power 5 Ltd., produces electricity and steam; Amata indirectly holds a 27% stake in this company.


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Service Business Group

The company has set up seven companies to operate residential property and to provide service to clients in its industrial estates.

No. Company Name Shareholder % Location

1 Amata Development Co., Ltd.

(name changed from BIP Development Co., Ltd.)

Amata Corporation PCL 43.49 Amata Nakorn

2 Amata Mansion Service Co., Ltd.

(name changed from BIP Services Co., Ltd.)

Amata Development Co., Ltd. 29.10 Amata Nakorn

3 Amata Facility Services Co., Ltd. Amata Corporation PCL 91.00 Amata Nakorn

4 Amata Summit Ready Built Co., Ltd. Amata Corporation PCL 49.00 Amata Nakron

5 VIA Logistics Co., Ltd. Amata Corporation PCL 21.00 Amata Nakorn

6 Vibharam (Amata Nakorn) Hospital Co., Ltd. Amata Corporation PCL 4.25 Amata Nakorn

7 Strategic Engineering

and Advance Logistics Services (Thailand) Co., Ltd.

Amata Facility Services Co., Ltd. 25.00 General Customer

Other Companies

1) Amata Asia Ltd., (changed from Amata Hong Kong Ltd., on January 28, 2013) is 100% owned by the company and is

set up in Hong Kong as a holding company to focus on overseas investments.

2) Amata VN PCL in which Amata directly and indirectly holds an 88.33% interest is a holding company focusing on

investment in Vietnam.

3) Amata Global Pte. Ltd., in which Amata holds 100% shares is set up as a holding company for investment in foreign countries.


32

Scope of Business

(Unit : Million Baht)

Business Segment Operated by

% of Shareholding

2013 Revenue %

2012 Revenue %

2011 Revenue %

Industrial

Estate

Business

Amata Corporation PCL. 2,259 28 1,945 32 1,463 37

Amata City Co., Ltd. 84% 2,531 32 2,087 35 970 25

Amata (Vietnam) Joint Stock Company 62% 330 4 305 5 - -

Amata Summit Ready Built Co., Ltd. 49% 18 - - - - -

Thai-Chinese Rayong Industrial Realty

Development Co., Ltd. 46% 840 11 - - - -

Total 5,978 75 4,337 72 2,433 62

Utility

Business

Amata (Vietnam) Joint Stock Company 62% 150 2 139 2 117 3

Amata Water Co., Ltd. 100% 840 11 702 12 589 15

Amata Facility Services Co., Ltd. 91% 312 4 270 4 232 6

Amata B. Grimm Power Ltd.* 14% 11 - 40 1 68 2

Amata Natural Gas Distribution Co., Ltd.* 20% 87 1 80 1 64 2

Amata B. Grimm Power 3 Ltd.* 18% 21 - 10 - (2) -

Amata B. Grimm Power 4 Ltd.* 27% (3) - - - - -

Amata B. Grimm Power 5 Ltd.* 27% (2) - - - - -

Amata B. Grimm Power (Rayong) 1 Ltd.* 15% (8) - - - - -

Amata B. Grimm Power (Rayong) 2 Ltd.* 15% (11) - - - - -

Via Logistics Co., Ltd.* 21% (6) - (5) - 4 -

Amata Power (Bien Hoa) Ltd.* 14% 9 - (5) - 3 -

Strategic Engineering and Advance

Logistics Services (Thailand) Co., Ltd.* 23% 1 - - - - -

Total 1,401 18 1,231 20 1,075 28

Rental

Business

Amata Corporation PCL. 92 1 82 1 55 1

Amata (Vietnam) Joint Stock Company 62% 159 2 123 2 151 4

Amata City Co., Ltd. 84% 25 - 24 1 25 1

Amata Summit Ready Built Co., Ltd. 49% 325 4 255 4 173 4

Thai-Chinese Rayong Industrial Realty

Development Co., Ltd. 46% 8 - - - - -

Total 609 7 484 8 404 10

Grand Total 7,988 100 6,052 100 3,912 100

*Revenue from these 10 companies are share of profit (loss) from investments in associates under the equity method

Scope of BusinessRevenue Structure(Before eliminated intercompany transactions)


33

Scope of Business

Line of business :-Amata’s main income comes from 2 main projects :

1. Industrial estate development

2. Utility Service

Development of industrial estates Nature of Products

Amata Corporation PCL

Amata Corporation is a developer of Amata Nakorn Industrial Estate under the joint management with the Industrial Estate of

Thailand (IEAT). The Project is located at the Km. 57 of Bangna-Trad Highway, Amphur Muang, Chonburi Province

Amata’s policy is to operate its industrial estate business by dividing the area into 4 categories based on purpose of use :-

1. General Industrial Zone for factory construction to produce goods for export and sell domestically.

2. Free Zone is a specially designated area defined by the Director-General of the Customs Department under the Customs

Acts. The area in the “Free Zone” is treated as being outside of the country customs wise. The purpose of the zone is

to facilitate industrial, commercial and other activities that are beneficial to the country’s economy, especially most

suitable for export industries.

3 Commercial Zone is the area for commercial activities like banks, post office, hospital, petrol station and educational

institution etc.

4. Common and utility system area are areas for construction of utility system and common space like road, water supply

plant, water treatment plant, garbage treatment plant, reservoir, and green area etc.

Now, the area is divided into different developing phases :-

• Phase 1-9

• New phase development

Table showing details of progress of Amata Nakorn Industrial Estate - Amata Corporation PCL.

RaiValue

(Mil. Baht)Target

customersProgress %

as of Dec 31, 2013General Industrial zone 2,458.65 17,210.55 Thai & foreign 67-96%

Land waiting for development 4,981.95 34,873.65 Thai & foreign 0%

Total 7,440.60 52,084.20


34

Scope of Business

Investment Promotion Certificates

Amata Corporation PCL. has gotten the Investment Promotion, (list of activities section 7.8; Real estate development for

industrial use as follow):-

Investment Promotion No. 1817 (2) / 2549Date of Approval : July 19, 2006 Date of Promotion : August 25, 2006

Duration of Promotion : July 2006 - July 2013 Duration of Tax Exemption : Seven years

Rights

and Benefits

1. Exemption of corporate income tax not more than 559.14 million baht (adjusted by capital

excluding land and working capital) for seven years from the date of the first income derivation

from promoted project.

2. Do not calculate dividend during promoted period.

3. Exemption of import duty on machinery

Conditions 1. Registered investment capital not less than 1,067 million baht.

2. Thai nationals must hold shares totaling not less than 51 percent of the registered capital

3. Industrial Area 1,000 Rai. The total land area of the project must not be less than 500 rai. Factory-

designated area must not be less than 60 percent and not more than 75 percent of the total

Investment Promotion No. 1422 (2) / 2550Date of Approval : March 28, 2007 Date of Promotion : April 25, 2007

Duration of Promotion : March 2007 - March 2014 Duration of Tax Exemption : Seven years

Rights

and Benefits










Investment Promotion No. 2020 (2) / 2550Date of Approval : September 12, 2007 Date of Promotio : October 11, 2007

Duration of Promotion : September 2007 - September 2014 Duration of Tax Exemption : Seven years

Rights

and Benefits








3. Industrial Area 750 Rai. The total land area of the project must not be less than 500 rai. Factory-



35

Scope of Business

Investment Promotion No. 1983 (2) / 2554Date of Approval : June 28, 2011 Date of Promotion : August 11, 2011

Duration of Promotion : June 2011 - June 2018 Duration of Tax Exemption : Seven years

Rights

and Benefits










Investment Promotion No. 1711 (2) / 2555Date of Approval : April 30, 2012 Date of Promotion : June 12, 2012

Duration of Promotion : April 2012 - April 2019 Duration of Tax Exemption : Seven years

Rights

and Benefits










Investment Promotion No. 2708 (2) / 2555Date of Approval : September 24, 2012 Date of Promotion : November 15, 2012

Duration of Promotion : September 2012 - September 2019 Duration of Tax Exemption : Seven years

Rights and Benefits 1. Exemption of corporate income tax not more than 199.98 million baht (adjusted by capital










36

Scope of Business

Amata City Co., Ltd.

Amata City Co., Ltd. has been engaged in an industrial estate business under the name of “Amata City Industrial Estate”

The project area is divided into : general industrial zone and free zone in Rayong Province and the commercial zone in Chonburi

Province. Amata City has the policy to develop land with complete infrastructure and utility supply and services.

The developing of the project area will be done in a large scale area in order to maximize the cost. Amata City is located at Km 94th,

Chachoensao - Rayong Road, (Highway 331), Tambol Bowin, Amphur Sriracha, Chonburi Province and Tambol Mapyangporn, Rayong Province.

Table showing details of progress of Amata City Industrial Estate - Amata City Co., Ltd.

RaiValue

(Mil. Baht)Target

customersProgress %

as of December 31, 2013General industrial zone

Land waiting for development

Total

905.57

1,955.77

2,861.34

2,897.82

6,258.46

9,156.28

Thai & foreign

Thai & foreign

62.75-99.23%

0%

Investment Promotion Cetificates

Amata City Co., Ltd. has gotten the Investment Promotion, (list of activities section 7.8; Real estate development for industrial

use as follow):-

Investment Promotion No. 1082 (2) / 2551Date of Approval : December 12, 2007 Date of Promotion : January 31, 2008

Duration of Promotion : December 2007 - December 2015 Duration of Tax Exemption : Eight years

Rights

and Benefits

1. Exemption of corporate income tax not more than 186.50 million baht (adjusted by capital excluding

land and working capital) for eight years from the date of the first income derivation from promoted

project and loss deduction for that period can be made from the net profit in one or several years

during the period of 5 years from the date of expiry of tax of promoted project.


3. Fifty percent reduction of corporate income tax on the net profit for five years after expiry of tax holiday

Conditions 1. Registered investment capital not less than 450 million baht and fully-paid before operation.





Duration of Promotion : April 2009 - April 2017 Duration of Tax Exemption : Eight years

Rights

and Benefits

1. Exemption of corporate income tax not more than 283 million baht (adjusted by capital excluding











37

Scope of Business

Investment Promotion No. 1169 (2) / 2555Date of Approval : December 20, 2011 Date of Promotion : February 15, 2012

Duration of Promotion : December 2011 - December 2019 Duration of Tax Exemption : Eight years

Rights

and Benefits

1. Exemption of corporate income tax not more than 561 million baht (adjusted by capital excluding











Duration of Promotion : April 2012 - April 2020 Duration of Tax Exemption : Eight years

Rights and Benefits 1. Exemption of corporate income tax not more than 455.47 million baht (adjusted by capital excluding










Investment Promotion No. 2249 (2) / 2556Date of Approval : July 16, 2013 Date of Promotion : September 11, 2013

Duration of Promotion : July 2013 - July 2021 Duration of tax exemption : Eight years

Rights and Benefits 1. Exemption of corporate income tax not more than 457 million baht (adjusted by capital excluding











38

Scope of Business

Thai-Chinese Rayong Industrial Realty Development Co., Ltd.

Thai-Chinese Rayong Industrial Realty Development Co., Ltd. has been engaged in an industrial estate business under the

name of “Thai-Chinese Rayong Industrial Zone” which is located in Amata City Industrial Estate, Tambol Mapyangporn, Rayong

Province.

Table showing details of progress of Thai-Chinese Rayong Industrial Zone Development Co., Ltd.

RaiValue

(Mil. Baht)Target

customersProgress %

as of December 31, 2013General industrial zone

Land waiting for development

Total

31.75

537.16

568.91

95.25

1,611.48

1,706.73

Mainland China

Mainland China

100%

0%

Market and competition

Most of the customers in Amata Nakorn and Amata City are foreign investors. In Amata Nakorn about 65% of the customers

are Japanese while in Amata City about 37% are Japanese. In 2013, Amata joined with BOI and Thai government again to seek

investment from Japan

Each industrial estate developer will compete with each other in its own BOI Promotion Zone. Amata Nakorn is known as one

of the market leaders in BOI Zone 2, to competing, with other industrial estates such as Bowin (Chonburi), and Gateway City. Amata

Nakorn has gained trust and confidence from the customer due to its strength as follows :-

1. Superb strategic location, Amata Nakorn is Km. 57 on Bangna-Trad Highway. Amata Nakorn is just only 57 kms away

from Bangkok, 42 kms from Suwannaphumi International airport, and only 46 kms from Laem Chabang Deep Seaport.

2. Amata develop its industrial estate to be a Perfect City - a place where people can work and live happily. The estate is

fully equipped with standard utility and facilities like banks, schools, restaurants, and training centers etc.

3. Amata has got a certificate on environment control standard - ISO14001 from TUV Anlagentechnik GMbH from Germany

for Amata Nakorn and Amata City on June 26, 2000

Other than the fore-mentioned strong points of Amata Nakorn, the quality of utility and its excellent after sales service of Amata

is second to none. The mission of Amata is to add value to all Amata industrial estates so that Amata will become the leader of an

industrial estate developer both in Thailand and in this region. Amata operates the other two industrial estate namely Amata City

Industrial Estate in Thailand and Amata City (Bien Hoa) in Vietnam.

At present, there are not a big number of operators of an industrial estate business as it requires large amount of money in

order to develop a quality industrial estate equipped with complete infrastructure and utility like Amata. So, There are no new entrants

to the industry and Amata competion remain the same

Amata choose to develop an industrial estate on a strategic location with complete quality infrastructure and utility. In 2013,

Amata bought an additional 1,213 rais of land.

Amata has no obligation to hand over the complete work done on December 31, 2013.

Public Utilities Products

Amata Water Co., Ltd., gains revenue through rendering of the following 3 services:

1. Raw water supply

2. Treated water supply

3. Waste water treatment service


39

Scope of Business

The above 3 services are provided for areas within Amata Nakorn Industrial Estate (Chonburi) and Amata City Industrial Estate

(Rayong). The main sources of revenue consist of:

Treated water supply service accommodating 61.66% of total revenue

Waste water treatment service accommodating 23.81% of total revenue

Raw water supply service accommodating 12.73% of total revenue

Other revenues accommodating 1.80% of total revenue.

Public Utilities Products Business (Treated Water / Raw Water Supply and Waste Water Treatment Service)

Nature of Products

The Company operates the procurement of raw water sources, the construction of treated water supply and waste water

treatment systems as well as related control systems in compliance with the regulations of the Industrial Estate Authority of Thailand

(IEAT). The Company’s revenue is derived from supplying raw and treated water as well as providing waste water treatment service

to all categories of industrial plants and entrepreneurs within Amata Nakorn and Amata City Industrial Estate. An environment-

friendly entity, Amata Water Co., Ltd. produces treated water and/or water for industrial purpose. The Company, with its operation

in conjunction with the Industrial Estate Authority of Thailand, is also awarded ISO 14001 certification by TUV Rheinland Group, and

ISO 9001 certification by nqa. Global Assurance for its second treated water supply and waste water treatment systems at Amata

City Industrial Estate (Rayong).

Amata Water Co., Ltd., is currently producing treated pipe water and/or industrial water. The Company’s office is located at

Amata Service Center Building, 700/2 Moo 1, Klong Tamru, Muang District, Chonburi Province.

Investment Promotion Certificate

Amata Water Co., Ltd., is granted an investment promotion certificate as follows:

1. Certificate No. 1796(2)/2547 granted on 27 September 2004 by the Board of Investment (BOI) with rights and benefits

under the Investment Promotion Act B.E. 2520 for its business activities of supplying treated water and/or industrial water as well

as providing wastewater treatment service, (categorized under classes 7.1: Services and Public Utilities and 7.16: Wastewater Treatment,

Disposal Services or Transport of Industrial Waste or Toxic Chemicals under the following rights, benefits and conditions):-

- Exemption from juristic person’s income tax on the aggregate net profit derived from the promoted activities of which the

proportion to the investment capital, excluding the cost of land and working capital, does not exceed 100% for a period

of 8 years commencing from the date the income is first derived until 11 November 2012. In case of loss incurred during

the period of juristic person’s income tax exemption, such loss may be deducted from the net profit accrued after the

exemption period for a period of not exceeding 5 years from the expiry date of such period. The deduction may be made

out of the net profit of any one year or several years.

- Exemption from the computation of dividends for taxable income throughout the promoted period expiring 11 November 2012.

- 50% reduction off the normal rate of juristic person’s income tax on the net profit derived from the investment for a period

of 5 years expiring 11 November 2017.

- Double deductions from transportation, electricity and water supply cost for the period of 10 years expiring 11 November 2014.

- Additional 25% deduction of the cost of installation or construction of facilities, apart from the regular deduction of

depreciation cost.

- Exemption from payment of import duty tax on machinery as approved by the BOI.

- Compulsory authorized capital of no less than 80 million Baht.

- Compulsory 51% Thai shareholding ratio in minimum.

- The activities to be operated are treated water and/or industrial water supply along with wastewater treatment service

with 7.6 mil M3 annual production capacity of treated water and/or industrial water and 7.0 mil M3 of wastewater treatment

service. The investment size excluding land cost and working capital must be no less than 2 million Baht and the

exempted value of juristic person’s income tax must not exceed 55,329,120 Baht.


40

Scope of Business

Market and competitionTo date, the company’s number of customers is increasing along with the higher service rate thanks to the current economic

condition and the growing number of industrial plants in Amata Nakorn and Amata City Industrial Estate. The company’s only

competitors are small local water distributors from the private sector while the Company’s competitive advantages are:

- Being the sole supplier of treated water and/or industrial water and sole provider of wastewater treatment service within

Amata Nakorn and Amata City Industrial Estate.

- Product quality standard

- Lower production cost thanks to the economy of scale advantage.

Provision of Products or ServicesThe company’s business policy is to maximize customers’ benefits by rendering top quality services to sufficiently serve

customers’ needs while taking into consideration the efficient use of natural resources along with the preservation of watersheds

and water resources as well as the lifestyle of the surrounding communities.

Business activities conducted at Amata Nakorn Industrial Estate

Water Resources

Si Yad Dam 30 mil M3/ year

Amata Reservoir 14 mil M3/ year

Other Reservoirs 10 mil M3/ year

Water Reclamation 3 mil M3/ year

Production

Treated Water Plant No. 1 with production capacity of 32,400 M3/ day


Wastewater Treatment Plant No. 1 with production capacity of 24,000 M3/ day




Business activities conducted at Amata City Industrial Estate

Water Resources

Amata City Reservoir 12 mil M3/ year

East Water 7.5 mil M3/ year

Private Ponds 5 mil M3/ year

Water Reclamation 1.4 mil M3/ year

Production






41

Risk Factors

Amata’s core business is focused on developing and managing industrial estates in Thailand and Vietnam and is driven mainly

by foreign direct investment (FDI).Therefore, the risk of this business are :

Global Economic Risk A major risk to Amata’s business strategy is a global economic slowdown, or a serious economic recession such as Asia

experienced during the 1997-1998 financial crisis, or the 2008 USA credit disruptions that have spread to the EU. Such crises can

reduce business confidence and result in reduced economic growth and a slowdown in foreign direct investment into Asia.

A reduction in FDI may result in fewer industrial land sales in Thailand and Vietnam. Continued globalization and economic growth

are important determinants of Amata’s industrial land sales.

Political Risk

It is also important to Amata’s business that Thailand and Vietnam are stable and continue to present attractive destinations

for foreign direct investment. Major political unrest will impact Amata’s core industrial estate land sales business. Any sudden change

of policy or discontinuous of the political policy that affects the investment environment could create uncertainty and discourage

foreign direct investment. Such political turbulence began in Thailand in 2006 with the result that FDI in Thailand slowed and industrial

estate land sales fell. Fortunately, political stability has evolved positively and has returned late in 2008 with a rebound in FDI.

Natural Disasters

Additionally, a major natural crisis such as flooding in the Central of Thailand in 2011 was a factor of land sale recession of

industrial estate business in flooding area. Therefore, it must find the appropriate location for factory construction.

Risk, as noted above , caused the highly volatile of land sale. To reduce the risk of uncertainly of the company’s revenue is to

diversify its income sources by created balancing revenues from Thailand and Vietnam industrial land sales which are derived from

utilities, rental facilities, maintenance service.

Disruption in Utilities and Services SupplyAn additional, Providing utilities such as natural gas, power, telecommunication and water supply system to be sufficient

for the need for the customer manufacturing activities is risk as well. Because if there is no water or power outage, it also affect to

the process of production and create damage goods.

Amata has sought to provide utility redundancy for its clients to mitigate any utility disruption to their manufacturing operations.

Amata Power and the Provincial Electric Authority have cooperated to ensure back up power in case of power outages. Amata’s

natural gas can be provided by Amata Natural Gas Distribution, or directly from PTT.

Amata Water (AW), an Amata subsidiary company, has multiple sources of water and was not affected by drought that afflicted

other industrial estates in Thailand’s Eastern Seaboard development region in mid-2005. AW continues to develop water resources

to be self sufficient in order to guard against any water shortage. AW is developing a water recycling project that will recycle industrial

waste water for reuse as industrial water. Such conservation measures make the most of the AW water resources, and such

recycling is also highly profitable.

Risk Factors


42

Other Information

Amata Group of Companies

Amata Corporation Public Company Limited Business Activity : Industrial Estate Development

Company Registration Date : March 6, 1989

Company Registration No. : 0107537002761

Registered and paid up share capital : 1,067,000,000 ordinary shares at Baht 1 each

Head Office : 2126 Kromadit Building, New Petchburi Road,

Bangkapi, Huay Kwang, Bangkok 10310, Thailand

Phones : (02) 792-0000

Fax : (02) 318-1096

Home Page : www.amata.com

Email : [email protected]

Management : Mr. Viboon Kromadit, Director & Chief Marketing Officer

Site Office : Amata Nakorn Industrial Estate, 700 Moo 1

Klongtamru, Muang, Chonburi 20000, Thailand

Phones : (038) 939-007

Fax : (038) 939-000


Management : Mr. Yasuo Tsutsui, Marketing Manager

Juristic persons, in which the company holds at least 10% interest:

1. Amata Development Co., Ltd.Business Activity : Sales and Lease of the 198 Units Apartment in Amata Nakorn

Company Registration Date : June 15, 1990


Registered and paid up share capital : 68,000 ordinary shares at Baht 1,000 each

Percentage owned by Amata Corporation : 43.49%

Head office : Amata Nakorn Industrial Estate, 700/ 1000 Moo 1


Phones : (038) 213-331 to 35

Fax : (038) 213-143


Management : Mr. Kongdeasthe Sanguansataya, Deputy General Manager

Other Information


43

Other Information

2. Amata Mansion Service Co., Ltd.Business Activity : Operate Green Grass Thai Restaurant and Catering

Company Registration Date : November 15, 1991


Registered and paid up share capital : 100,000 ordinary shares at Baht 100 each


Head office : Amata Nakorn Industrial Estate, 700/ 1001 Moo 1


Phones : (038) 213-331 to 35

Fax : (038) 213-143


Management : Mr. Kongdeasthe Sanguansataya, Deputy General Manager

3. Amata (Vietnam) Joint Stock CompanyBusiness Activity : Development of Industrial Estate, Commercial Complex and Residential Projects

and Related Services.

Company Registration Date : December 31, 1994

Company Registration No. : 1100/GP and 472033000132

Registered and paid up share capital : USD 20,400,000


Head Office : Long Binh Ward, Bien Hoa City Dong Nai Province, Vietnam

Phones : (84) 61-3991-007

Fax (84) 61-3891-251


Management : Mrs. Somhatai Panichewa, President

4. Amata B. Grimm Power Ltd.Business Activity : Production of electricity and steam



Registered and paid up share capital : Registered capital: 17,000,000 ordinary shares at Baht 100 each

Paid-up share capital: 15,000,000 shares of fully paid-up Baht 100 per share;

2,000,000 shares of paid-up Baht 72.50 per share


Head office : 88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand

Phones : (02) 379-4246, 710-3400

Fax : (02) 379-4245


Management : Mrs. Preeyanart Soontornwata, President


44

Other Information

5. Amata City Co., Ltd.Business Activity : Industrial Estate Development



Registered and paid up share capital : 4,500,000 ordinary shares at Baht 100 each


Head Office : 2126 Kromadit Building, New Petchburi Road,

Bangkapi, Huay Kwang, Bangkok 10310, Thailand

Phones : (02) 792-0000

Fax : (02) 318-1096

Site Office : Amata City Industrial Estate, 7 Moo 3, Bowin, Sriracha, Chonburi 20230, Thailand

Project Location : Highway 331 KM. 94, Mabyangporn, Pluakdaeng, Rayong

Phones : (038) 497-007

Fax (038) 497-000


Management : Mr. Viboon Kromadit, Director

6. Amata Power (Bien Hoa) Ltd.Business Activity : Production of electricity and steam


Company Registration No. : 1618/GP

Registered and paid up share capital : Registered capital: USD 5,500,000, Paid-up share capital: USD 2,000,000


Head office : Amata Industrial Park, Bien Hoa City, Dong Nai Province, Vietnam

Phones : (84) 613 936 938

Fax : (84) 613 936 445

Email : [email protected], [email protected]

Management : Mr. Jan Markus Tenner (President), Mr. Tran Hoang (Vice President)

7. Amata Water Co., Ltd.Business Activity : Production and sale of water products for use in industry




Percentage owned by Amata Corporation : 100%

Head Office : Amata Nakorn Industrial Estate,

700/ 2 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand

Phones : (038) 939-007

Fax : (038) 939-001


Management : Mr. Chuchat Saitin, Managing Director


45

8. Amata Natural Gas Distribution Co., Ltd.Business Activity : Distribution of natural gas





Head office : Amata Nakorn Industrial Estate,

700/2 Moo 1, Klongtamru, Muang, Chonburi 20000, Thailand

Phones : (038) 214199, 458601-2

Fax : (038) 214-255


Management : Mr. Pattana Nomjitjiam, Manager of the Engineering Department

9. Amata Facility Services Co., Ltd.Business Activity : Service Center Area






700/2 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand

Phones : (038) 939-007

Fax : (038) 939-001


Management : Mr. Aukkares Choochouy, Managing Director

10. Amata Summit Ready Built Co., Ltd.Business Activity : Ready built factories for lease or sale






700 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand

Phones : (038) 939-007

Fax : (038) 939-001


Management : Ms. Janjira Yamyim, Managing Director

Other Information


46

11. VIA Logistics Co., Ltd.Business Activity : Warehousing, Transportation, Delivery, Customs Clearance






700/616 Moo 4 Bankao, Panthong District, Chonburi 20160, Thailand

Phones : (038) 210-228 to 230

Fax : (038) 210-245


Management : Mr. Takeshi Nohara, President

12. Amata Asia LimitedBusiness Activity : Holding Company

Company Registration Date : May 28, 2008


Registered and paid up share capital : 1,000 ordinary shares at HKD 1 each


Head office : 16th - 19th Floor, Prince’s Building, 10 Chater Road, Central, Hong Kong

Phones : (02) 792 0000

Fax : (02) 318 1096


Management Ms. Somhatai Panichewa, Chief Executive Officer

13. Amata B. Grimm Power 3 Ltd.Business Activity : Production of electricity and steam

Company Registration Date : January 12, 2010





Phones : (02) 379-4246, 710-3400

Fax : (02) 379-4245



Other Information


47

14. Amata B. Grimm Power (Rayong) 1 Ltd.Business Activity : Production of electricity and steam

Company Registration Date : September 9, 1996





Phones : (02) 379-4246, 710-3400

Fax : (02) 379-4245



15. Amata B. Grimm Power (Rayong) 2 Ltd.Business Activity : Production of electricity and steam

Company Registration Date : January 12, 2010


Registered and paid up share capital : Registered capital: 12,500,000 ordinary shares at Baht 100 each



Phones : (02) 379-4246, 710-3400

Fax : (02) 379-4245



16. Thai-Chinese Rayong Industrial Realty Development Co., Ltd.Business Activity : Develop industrial estate, sales land and lease ready built factory

to the investor from mainland of China.



Registered and paid up share capital : 10,000,000 ordinary shares at Baht 100 each; paid up Baht 50 each


Head office : 126/33 Thaisri Tower 9th Floor, Krungthonburi Road,

Banglampoolang, Klongsan,Bangkok 10600

Phones : 02-439-0915/7

Fax : 02-439-0921


Management : Mrs. Charunee Sirithaworachan, Project Manager

Other Information


48

17. Amata VN Public Company LimitedBusiness Activity : Holding Company

Company Registration Date : August 30, 2012


Registered and paid up share capital : Registered share : 920,000,000 ordinary shares at Baht 0.50 each,

Paid up share : 768,630,000 shares at Baht 0.50


Head office : 2126 Kromadit Building, New Petchburi Road, Bangkapi, Huay Kwang,

Bangkok 10310, Thailand

Phones : (02) 792-0000

Fax : (02) 318-1096


Management : Mrs. Somhatai Panichewa, Chief Executive Officer







Phones : (02) 379-4246, 710-3400

Fax : (02) 379-4245









Phones : (02) 379-4246, 710-3400

Fax : (02) 379-4245



Other Information


49

20. Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd.Business Activity : Logistic

Company Registration Date : April 11, 2013


Registered and paid up share capital : Registered share : 5,460 ordinary shares at Baht 1,000 each,

540 preference shares at Baht 1,000 each


Head office : 195 Empire Tower, 16/F, Sathorn Tai Road, Yannawa, Sathorn, Bangkok , Thailand

Phones : (02) 670-0391/3

Fax : (02) 670-0390


Management : Mr. Hiroo Nishimura

21. Amata Global Pte. Ltd.Business Activity : Holding Company


Company Registration No. : 201330827G

Registered and paid up share capital : Registered share : 15,000 ordinary shares at 4 Singapore Dollars each


Head office : 50 Raffles Place, #06-00, Singapore Land Tower, Singapore (048623)

Phones : 086-112-0007

Fax : -


Management : Mr. Siew Ko Chuen

Investors can find further information on the Company from the Company’s Annual Registration Statement (56-1)

which can be downloaded at

www.sec.or.th or www.amata.com

Other Information


50

Share Registar The Thailand Securities Depository Co., Ltd.Address : The Stock Exchange of Thailand Building, 62 Ratchadapisek Road, Klongtoey Bangkok 10110, Thailand

Phones : (02) 229-2800

Fax : (02) 654-5599

Auditor Ms. Siraporn OuaanunkunAuditor No : 3844

Company Name : EY Office Limited (Fornaly Known as “Ernst & Young office Limited”)

Address : 33rd Floor, Lake Rajada Office Complex 193/136-137 Rajadapisek Road,

Klongtoey, Bangkok 10110, Thailand

Phones : (02) 264-0777, (02) 661-9190

Fax : (02) 264-0789-90, (02) 661-9192

Legal Counselor International Business Lawyers Co., Ltd.Address : 23rd Floor, Wall Street Tower 33/118-119, Surawongse Road,

Suriyawong, Bangrak, Bangkok 10500, Thailand

Phones : (02) 233-1001, (02) 233-1008

Fax : (02) 236-6100

ReferenceReference


51

Major Shareholders as of December 27, 2013 No. of Shares % of Shareholding1 Kromadit Family 240,593,363 22.55

Mr. Vikrom Kromadit 215,700,000

Mr. Vitoon Kromadit 21,903,070

Miss Vipavee Kromadit 1,801,430

Mrs.Nitaya Kromadit 559,700

Miss Somsri Kromadit 500,000

Mr. Vitit Kromadit 127,400

Miss Vichaya Kromadit 1,763

2 Thai NVDR Co.,Ltd. 81,447,864 7.63

3 STATE STREET BANK AND TRUST COMPANY 51,697,728 4.85

4 THE BANK OF NEW YORK MELLON 51,606,300 4.84

5 ITOCHU MANAGEMENT (THAILAND) CO.,LTD. 50,000,000 4.69

6 Yodmani Family 34,834,880 3.26

Police General Chavalit Yodmani 34,799,080

Mr. Piya Yodmani 35,800

7 NORTRUST NOMINEES LIMITED-NT0 SEC LENDING THAILAND 33,161,801 3.11

8 Mr. Thaveechat Jurangkool 32,755,900 3.07

9 Mr. Nuttapol Jurangkool 19,302,900 1.81

10 STATE STREET BANK EUROPE LIMITED 18,086,900 1.70

Major Shareholders

Major Shareholders


52

Amata Corporation Public Company Limited and its subsidiary companies has the policy to pay dividend at minimum 40% of

the net profit from the operating performance of each year depending on economic atmosphere of the country, industrial estate

market condition and cash flow position of the Company starting from 1995/1996.

In 2007, due to the change of the accounting policy under the announcement of the Federation of Accounting Professions

under which investments in subsidiaries, jointly controlled entities and associates are to be presented in the separate financial

statements under the cost method rather than the equity method. But in the consolidated financial statements, we still apply the

equity method. This will reflect the difference of the net profit in the financial statements of the company only and the consolidated one.

So, the Company shall pay dividend from the profit of the financial statements of the Company only. The Company will not

pay dividend when there is loss in the consolidated financial statements. Also, the Company will not pay dividend if after dividend

distribution, the retained earnings in the consolidated financial statements turn to be a loss.

Dividend Policy

Dividend Policy


53

1. Board of Directors The Board of Directors consists of 9 Directors

Executive as Directors of the Board

Non Executive Directors

Independent Directors

Company Secretary

Mr. Vikrom Kromadit

Mr. Chackchai Panichapat

Mr. Vatana Supornpaibul

Mr. Viboon Kromadit

Mr. Keita Ishii Dr. Wissanu Krea-Ngam

Mr. Anucha Sihanatkathakul

Mr. Noppun Muangkote

Assoc. Prof. Dr. Somchet Thinaphong

Mrs. Varaporn Vatcharanukroh

The company management structure consists of four committees:

The Board of Directors Chairman of the Board Dr. Wissanu Krea-Ngam

Vice Chairman Mr. Keita Ishii

Directors

Mr. Vikrom Kromadit, Mr. Chackchai Panichapat,

Mr. Vatana Supornpaibul, Mr. Viboon Kromadit,

Mr. Anucha Sihanatkathakul, Mr. Noppun Muangkote

and Assoc. Prof. Dr. Somchet Thinaphong

The Executive Board Chairman Mr. Vikrom Kromadit

Directors

Mr. Chackchai Panichapat, Mr. Vatana Supornpaibul

and Mr. Viboon Kromadit

The Nomination & Remuneration Committee

Chairman Mr. Noppun Muangkote

Directors


and Assoc. Prof. Dr. Somchet Thinaphong

The Audit Committee Chairman Mr. Anucha Sihanatkathakul (Financial Review Experience)

Directors

Mr. Noppun Muangkote and


In 2013, Amata held 6 Board of Directors Meetings, 98 Executive Board Meetings, 1 Nomination & Remuneration Committee

Meeting and 5 Audit Committee Meetings.

ManagementStructure

Management Structure


54

Meeting Attendance

Name of committeeBoard of Directors

Meetings (*)Audit Committee

Meetings (*)Nomination & Remuneration

Committee Meetings (*)Dr. Wissanu Krea-Ngam 6/6

Mr. Keita Ishii 4/6

Mr. Vikrom Kromadit 4/6

Mr. Chackchai Panichapat 6/6


(was appointed on February 17,2012) 6/6

Mr. Viboon Kromadit 6/6

Mr. Anucha Sihanatkathakul 6/6 5/5 1/1

Mr. Noppun Muangkote 6/6 5/5 1/1

Assoc. Prof. Dr. Somchet Thinaphong 6/6 5/5 1/1

(*) Meeting Attendance/Total Meeting (Times)

2 Company ExecutiveThe Company Executive consists of 12 Executives

1. Mr. Vikrom Kromadit Chief Executive Officer

2. Mr. Viboon Kromadit Chief Marketing Officer and acting Chief Operating Officer

3. Mr. Vatana Supornpaibul Chief Business Officer

4. Mr. Yoot Rojvirasingh Deputy Chief Business Officer

5. Mr. Siew Ko Chuen Senior Vice President of Accounting & Finance Department,

Investor Relations Department and Information Technology Department

6. Mr. Kasem Pornananrat Vice President : Amata ICT Project President

7. Ms. Songchom Tangnawapan Vice President of Marketing and Sales Department

8. Mr. Chairat Suwanvicharn Vice President of Land and Government Affairs Department

9. Mr. Paradorn Srongsuwan Vice President of Engineering Department

10. Mr. Kamjorn Vorawongsakul Vice President of Relationship Management Department

11. Mrs.Varaporn Vatcharanukroh Vice President of Investor Relations Department

12. Ms. Dendao Komolmas Vice President of Accounting & Finance Department

The total of employee 106 persons

3 Company Secretary Mrs. Varaporn Vatcharanukroh



55

4 RemunerationIn 2013 Directors received monthly allowances, attendance fees, and bonus as listed below:

Unit : Baht

Nomination and Remuneration Committee

Audit Committee

Board of Directors

TotalAttendance Fees

Monthly Allowances +

Attendance Fees Bonus

Dr. Wissanu Krea-Ngam

Mr. Keita Ishii

Mr. Vikrom Krommadit

Mr. Chackchai Panichapat


Mr. Viboon Kromadit


Mr. Noppun Muangkote


Total

30,000.00

50,000.00

30,000.00

110,000.00

250,000.00

150,000.00

150,000.00

550,000.00

720,000.00

460,000.00

360,000.00

180,000.00

420,000.00

420,000.00

420,000.00

420,000.00

420,000.00

3,820,000.00

941,470.59

828,494.12

753,176.47

753,176.47

753,176.47

753,176.47

753,176.47

753,176.47

753,176.47

7,042,200.00

1,661,470.59

1,288,494.12

1,113,176.47

933,176.47

1,173,176.47

1,173,176.47

1,453,176.47

1,373,176.47

1,623,176.47

11,792,200.00

In 2013 Independent directors received meeting allowances from meeting of Board of Director of subsidiary companies

Director

Subsidiary CompaniesAmata (Vietnam)

Joint Stock CompanyAmata

Water Co., Ltd.Amata

Asia LimitedAmata Summit

Ready Built C0., Ltd.

Mr. Anucha Sihanatkathakul US$ 11,800 500,000.00 Baht US$ 1,300 10,000.00 Baht

Remuneration for Company Executives

The Board of Director stipulated policy and standards for the remuneration of the Executive, which is related to performance

of the company and each executive.

In 2013, the 12 Executive received remuneration including salaries and bonus from Amata totaling Baht 31,462,046.67 and

Executives provident fund of Baht 3,613,164.00



56

5 Employee Number of employees in total is 106, New employees from each department as demonstrate in the picture.

Payments include salary, cost of living, over time, bonus and provident fund etc. in total 110,537,937.93 baht

Human Resource Management Policies

1. Set up Strategic Human Resource Management Planning to create High Performance Organization and to support

the expansion of business.

2. Review Organization Structure to form a highly efficient organization in order to compete in the Southeast Asia Region.

3. Develop Recruitment and Selection system including communication channels, mass communication, advertisement,

examination, interviewing process in order to employ skillful staff potentially suited for the organization in the next decade.

4. Create and train the Core Value to staff for the development of teamwork attitude, with the purpose of increasing

the effectiveness and efficiency of work that help develop into High Performance Organization.

5. Develop tools management and method which use in Human Resource Management to maintain high standard and

professionalism for staff including Career Path, Succession Plan and Performance Management System.

6. Human Resource Development Plan incorporates the Training Road Map and follows the Competency Based of Training

including Professional Training Program.



57

Amata and Corporate Governance Policies:

The Board of Directors firmly believes that good business model is not about profit making as the sole objective. Rather,

the means to achieve such profits is equally important or even as crucial in the long run. The Board of Directors therefore aims at

driving the company to operate under good corporate governance.

In drafting its corporate governance policy, the company abode by the Stock Exchange of Thailand’s Principle of Good

Corporate Governance for Listed Companies 2012 which was divided into the following main subjects:

1. Shareholders’ rights

2. Equal treatment for shareholders

3. Roles of stakeholders

4. Information disclosure and transparency

5. Board of Directors’ responsibilities

In order for the primary Principle of Good Corporate Governance to be implemented effectively, the company has put together

a Corporate Governance Committee to oversee the implementation of the policy. The Committee is responsible for communicating

and ensuring compliance to the corporate governance policy. Reviews and assessments are carried out regularly and the results

are disclosed in the company website under Form 56-1 of the annual report.

1. The Rights of ShareholdersThe Board of Directors values and respects the rights of the shareholders and treats them on an equal basis. All shareholders,

both as investors and owners of the company, shall be entitled to the same basic rights including:

• The rights to buy, sell, transfer and receive shareholder certificates

• The rights to receive correct and sufficient information in a timely manner and in a form appropriate for use in their

decision making

• The rights to share in the company’s profits

• The rights to attend and vote at shareholders meetings in order to jointly decide on major changes in the company’s policies

• The right to elect and remove members of the Board of Directors as well as determine their remunerations

• The rights to approve the appointment of the company’s auditor and consider their fee.

The company’s shareholders in convenes an annual general meeting of the shareholders once a year within 4 months from

the end of each fiscal year of the company. In the event that an urgent need arises for shareholders’ approval on special agenda

affecting the shareholders’ interest or involving conditions, regulations or laws relevant to the company’s business, the company

will convene an extraordinary general meeting of the shareholders on a case by case basis. Also, a group of shareholders

collectively representing not less than one-fifth of the total outstanding shares or a minimum of 25 shareholders collectively holding

not less than one-tenth of the total outstanding shares may jointly launch petition to the Board of Directors to convene an

extraordinary general meeting of the shareholders at any time. The reasons for calling for such a meeting must be clearly indicated

in the petition. Under such circumstances, the Board of Directors must convene a shareholder meeting within one month from the

petition receiving date. Shareholders have the right to vote at meetings according to the number of shares owned by each

shareholder, whereby one share is for one vote and no particular share allows them privilege to limit the rights of other shareholders.



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In 2013 the Company conducted many actions to promote and facilitate the use

of shareholders’ rights beyond the basic rights of the shareholders as follow:

1.1 The Company hosted one general meeting of the shareholders on April 22,

2013 at the Chaturathit Grand Ballroom, Golden Tulip Sovereign Hotel,

Bangkok, at which shareholders were able to consider and vote on

company’s activities as required by laws. The company assigned Thailand

Securities Depository Co., Ltd. to send out a prospectus of the meeting and

all relevant documents to the shareholders not less than 21 days prior to

the meeting so that the shareholders would have sufficient time to peruse

information related to the meeting. All shareholders whose names appeared

in the Registry of the Shareholders on the date of the shareholders

registration would receive the documents which include an agenda of the

meeting, company’s annual report, company’s financial statement, and a

letter of authorization to act on their behalf if they cannot attend the

meeting. These documents were sufficient to enable shareholders to decide

on the meeting’s items. Apart from a mail delivery of the meeting invitation

and relevant documents, the company published a meeting announcement

to newspaper three consecutive days and at least three day prior to the

proposed meeting date.

1.2 The Company disseminated the information related to the agenda of the

shareholder’s meeting on the company’s website <http://www.amata.com>

one month prior to the meeting. The information on the website also clarified

the rights of the shareholders in the meeting and the right to vote.

1.3 In case a shareholder could not attend the meeting in person, the Company

allowed such a person to appoint a representative or the board of director

to attend the meeting and act on his/her behalf. A shareholder might use a

letter of authorization sent with an invitation package or download an

authorization form from the company’s website.

KNOWN FOR GOING BEYOND THEBASICS TO OFFER QUALITY, AND FULL-SERVICE APPROACH, WHICHAMATA HELPED FACTORIESSUCCEED BYSAVING THEM TIME AND MONEY


59


1.4 Directors, management and the external auditor were encouraged to attend the shareholders meeting and answer

shareholders questions. Eight of nine directors, which included the Chairman, attended the meeting of year 2013 which

accounted for 88.88% of the board members.

1.5 The meeting of shareholders was arranged to ensure that all shareholders were treated equally. Each shareholder would

have an equal opportunity to express his or her views, suggestions, and questions at each stage of the meeting with

sufficient time before each decision was made. In the meeting the Company also provided experts in each field under

the responsibility of the Board of Directors to answer any questions from the shareholders. The minute was recorded

accurately and completely, and was concluded with the motions that were passed and the votes on each motion. The

meeting lasted approximately two hours.

1.6 The company encouraged shareholders to forward their questions with regard to the meeting agenda in advance to

[email protected] or at facsimile number 0-2318-1096 in order that the shareholders could gain the most benefit from the

meeting and that their rights would be fully observed.

1.7 The company videotaped every shareholders meeting throughout, so that doubtful shareholders can follow all events in

any meeting.

1.8 The company announces its meeting resolutions via the news system of the Stock Exchange of Thailand within the next

working day.

1.9 The company produces minutes of the meeting within 14 days from the date of a general shareholders meeting, which

will be filed at the Stock Exchange of Thailand and the Ministry of Commerce within the deadline specified in the law and

publishes the same in the company website (www.amata.com).

2. The Equitable Treatment of Shareholders The Company is fully concerned to ensure an equitable treatment of shareholders, regardless of being a controlling shareholder,

minority shareholder, shareholder who is also a board of director or management, institutional shareholder, or foreign shareholder.

The company provides several mechanisms to ensure an equitable treatment of shareholders especially with minority shareholders

as follows:

2.1 All shareholders carry equal voting right in the meeting in accordance with the amount of the share holding. One share

is equal to one vote.

2.2 At the annual general meeting of the shareholders, the company sent proxy forms to the shareholders before the

meeting. The contents of which agree with the specifications defined by the Ministry of Commerce, along with the notice

of the meeting. The shareholders who are unable to attend the meeting may assign his/her proxy rights to one of the

company’s independent Directors, whose name will be specified in the convening notice. Furthermore, the shareholders

who arrive after the meeting commences have the right to vote on the issue on the agenda being discussed at that time

and are entitled to vote and be considered part of the quorum for that agenda onwards unless the meeting sees otherwise.

2.3 The company policy is not to include any additional agenda to the AGM unless it has been previously publishes to

company’s shareholders to considered in advance of the meeting to insure adequate time for consideration before any

resolution is proposed or voted upon.

2.4 The Company shall conduct an election for each individual committee.

2.5 For shareholders’ convenience sake, the company has arranged for registration using a barcode system that displays

the registration number of each shareholder as published in his/her proxy. So that the registration procedure is completed

quickly. Moreover, in each voting in year 2013, the company collects the shareholders’ ballots to determine the voting

result for each agenda. For all agendas all ballots are kept. And at the end of the meeting, shareholders may request to

verify the correctness of the count.


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2.6 The Company has established clear and transparent procedures for shareholders to recommend AGM agenda and to

nominate director candidates to the Board, which had been announced via the Company’s website and the SET. Minority

shareholders who held minimum shares of 0.05 percent of total paid-up share capital either by one or several shareholders

combined for at least one year were welcomed to direct their recommendations to the Board within the period of

September 20, 2013- January 31, 2014.

2.7 The Board of Director sets the regulation to prevent Insider Trading by a member of Executive Committee and staff

(including spouse and minor) who have access to information, as follows:

2.7.1 The Company prohibits a member of Executive Committee and staff (including spouse and minor) who have

access to information to buy or sell the company’s securities within two weeks prior to the disclosure of the

quarterly financial statement and the annual financial statement. The prohibition extends to the Blackout Period

(24 hours after the financial statement disclosure).

2.7.2 Any committee and staff who have access to non-public information which may affect the price of the company’s

securities shall be prohibited to trade the company’s securities not until 24 hours after such information is

disclosed to the public. The Company also prohibits its executives and departments to disclose any nonpublic

information to person outside company or person who is not in charge to prevent the misuse of such information.

2.7.3 Board of director and executive, including spouses and minors who change an amount of his or her share holding

must report to the Securities and Exchange Commission of Thailand within three days of the transaction date, in

accordance with Section 59 of the Securities and Stock Exchange Act 1990.

2.7.4 The company requires that all Directors and executives report their holding of the company’s stocks in every

Board of Directors meeting.

2.8 The Board of Directors has established a policy on conflicts of interest, namely that any business decision made by

personnel at any level of the organization must be conducted only on the basis of the corporate interest. All personnel

must avoid financial or other relationships with outside parties that could have a negative impact upon corporate interests,

loyalty to the organization, or its efficient operation. Any person involved in a decision that could affect his or her interest

must notify the company concerning the relationship or involvement with the decision in question and must not involve

with such a decision, nor must he or she have any authority to approve it. Such matters must conform to the rule that no

conditions attached to them shall differ from conditions common to such transactions in anyway.

It is a duty of the Audit Committee to advise the Board of Directors on the suitability of related-party transactions and conflicts

of interest. Both cases must be carefully discussed and must comply with regulations of the Stock Exchange of Thailand.

The information on these transactions must be disclosed in the Company’s Annual Report and the Company Annual Transaction

Report (Form 56-1)

3. The Role of StakeholdersThe Company regards the rights of all stakeholder groups to be important, no matter if they are inside or outside the company.

The company’s area of concern extends beyond its customers, shareholders, and staff, to local community, society at large, and

natural environment.

3.1 Shareholders: The Company is devoted to become a good agent of our shareholders. The Company is conducting its

business with the principle of transparency to increase corporate value over the long term, to provide good returns, and

to equally provide information to all sides.


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3.2 Employees: The Company values its employees as the key to corporate success. The Company promotes equal

treatments in terms of gender, race, ethnicity, religion and belief and also supports the development of its staff as a

professional workforce by ensuring that the staffs equally get a good working environment and a fair level of remuneration.

In 2013, the company provides the additional knowledge training totally 44 times. Besides, The Company has provided

a provident fund for employees since 1996.

3.3 Business Partners: The Company maintains good relations with its business partners and strictly adheres to the

conditions of the contracts with them to ensure mutual benefits between the company and its partners. The Company

will treat each business partner equally on the ground of fair business competition.

3.4 Competitors: The Company operates within the framework of fair competition. The company will not damage its rivals’

reputation without any evidence.

3.5 Creditors: The Company is strictly committed to fulfill all obligations to its creditors.

3.6 Customers: The Company is determined to provide the utmost satisfaction and confidence to its customers to ensure

that its customers receive the finest products and services at reasonable prices. Moreover, the Company will focus on

adding more service businesses in order to meet with “Corporate’s Mission” that is to provide reliable, sustainable, and

state-of-the-art business estate.

3.7 The Community and Society: The Company is deeply concerned for the social safety, environment quality and society,

and local community. The Company fully and continually supports local community and social activities. Also the

Company strictly complies with all regulations and objectives behind regulations.

3.8 Environment: Amata Group has operated efficiency land development for industrial business, utilities, and services to

foreign investors and in the country that invest in Thailand. Meanwhile, it should recognize in important of using natural

resources as well as impact of environment and conserving the community very seriously. Amata Group has intended

to perform various under the dedicated following:

1. Amata Group will comply with environmental law and regulation strictly.

2. Amata Group aims to prevent problems before the accidents occurred or at the scene shall not affect the

environment.

3. Zero waste discharge and then bring the treated water to utilize as much as possible.

4. Amata Group focuses on their energy and resource in the production process to be economical and efficiency.

5. Amata Group will improve the performance of wastewater treatment systems, trap water producing system, solid

waste management system, general waste and reuse water system to be better all the time.

6. Raising awareness of staff to help preservation the environment by using the slogan “Green and Clean”.

7. To promote the environmental policy to all employees and anyone else who working with the Amata Group and

revealed to general public that the company has managed and preserved environment with well-received ISO

14001 Certificate from TUV Anlagentechnik GmbH at the Amata Nakorn Industrial Estate and Amata City Industrial

Estate since 26 June, 2000.

3.9 Other Matters:

The company adheres to honesty as the principle for conducting its business and operates its business in compliance

with the laws. The company will never assist, encourage or support any illegal activities or transaction. In addition, the

Company respects intellectual properties and copyrights and therefore will never support, or be involved in, any violation

of others’ intellectual properties and copyrights.

The company welcomes useful and value-adding opinions from its stakeholders, which can be communicated to the

Board of Directors through the following channels:


62


• Sending an e-mail message to [email protected]

• Mailing a letter to: Board of Directors, Amata Corporation Public Company Limited

2126 Kromadit Bldg., New Petchburi Rd., Huaykwang , Bangkok 10320.

The Company Secretary will be responsible for receiving the letters and pass them on to a committee or relevant Directors

without passing through the company management for verification and investigation. Petitions on financial and accounting reports,

internal control, risk management and compliance to the law will be forwarded to the Audit Committee. With regard to complaints

or other sensitive issues, the company will protect the informant and keep all opinions secret and will respond in a private manner

within 15 days from the date of receipt of such information.

4. Disclosure and TransparencyThe company has a policy to disclose financial reports and other information related to its business and operating performance

to the public via different channels strictly in accordance with the requirements of the law and in a thorough, transparent and timely

fashion. The company discloses information to reflect its transparency as follows:

4.1 Disclose both financial and non-financial information accurately, comprehensively, timely and transparently.

4.2 Prepare the report of the Board’s responsibility for financial statements and present it along with the Audit Committee’s

report in an annual report.

4.3 Require that all Directors and executives disclose potential conflicts of interests, both their own and those of their

dependents. Directors and executives are to report such concerns as stipulated by the Board of Directors. An inaugural

report is to be submitted within 30 days after taking the office. Subsequently if there is any movement, an additional

report must be submitted within 15 days. Another report must be submitted on by the 31 January of every year. All reports

are submitted to the Company Secretary.

4.4 Disclose detailed information on the operation and investment structure in subsidiaries and associates.

4.5. Disclose the name and role of each of the members of the Board of Directors and all Committees, the number of the

meetings convened, and the number of attendances of each member.

4.6. Remuneration of the directors which must be approved from a meeting of the Shareholders. The detail of remuneration

is disclosed in the section Remuneration of Directors in this report.

4.7. Report from the Audit Committee. The Audit Committee is responsible for an evaluation of financial statement and

submits such a financial statement to the Board of Directors. The Company Management is responsible for the financial

statement of the company itself, and of the consolidated financial statements of the company and its subsidiaries. These

financial statements were prepared in accordance with Thai Financial Reporting Standards and evaluated and certified

by Ms. Siraporn Ouaanunkun, a certified Public Accountant of EY Office Limited. All information, financial and non-

financial, is disclosed on the basis of total and consistent accuracy.

4.8. Disclose the policy on environmental and social responsibilities, including the operating results.

4.9. The Company accepts any inquiry from the public through its Investment Relation Office. In 2013, the Company

participated in conferences organized by several institutions. In addition, analysts, investors, stakeholders and others

who are interested in the company’s operation may make a company visit upon appointment to gain further information

on company’s operation and progress of projects.

Activities Times

Road Show 12

Opportunity Day 4

Company Visit/Conference Call 104All of the information mentioned above was disclosed to the public via the Securities and Exchange Commission or the Stock

Exchange of Thailand, and the company’s website in both Thai and English languages.


63


5. The Responsibilities of the Board, Structure, and the Subcommittees Structure of Board of DirectorsThe Board of Directors comprises of highly qualified and nationally well-known experts. The Board and the Company

Executives work in collaboration to decide upon company’s policies, short-term and long-term implementation plans, risk

management, and the company’s overall picture. The Board of Directors also has an important role in independently supervising,

monitoring, and evaluating an overall operation of the company and the Company Executives in accordance with the company’s

plans.

Currently the Board of Directors consists of nine directors. There are one Non-Executive Director, four Executive Directors as

Directors of the Board, and four Independent Directors (See detail on page 54). This structure complies with the company’s guideline

which is stricter than the Securities and Exchange Commission’s regulation.

Moreover, the Board of Directors appoints sub-committees to deal with particular issues and to report to the Board of Directors

for approval. Currently there are three sub-committees which are the Executive Committee, the Audit Committee, and the

Nomination & Remuneration Committee. The detail of each sub-committee’s function is on page 67-70

The Company clearly separates the responsibility between the Board of Directors and the Company Executives (chief

executive officer). The Board of Director is responsible in making the company’s policies and overseeing the operation of the

Company Executives. While Chief Executive Officer manages the company according to the policies set forth by the Board. Thus,

the Chairman and the Chief Executive Officer is not the same person.

Nomination of Directors

The Nomination & Remuneration Committee is responsible for nominating highly qualified candidates to the Board of Directors

to succeed directors whose terms have expired. The Board of Directors then nominates the candidates to the shareholder meeting

to be voted by the shareholders. The nomination must be based upon a list of highly qualified candidates who are experts from

various professions, have strong leadership, are visionary and highly ethnical with clean records, and possess independent minds.

The Company does not have an age limit for the candidate or a limit on numbers of company he or she may preside on

the Board of Directors. The company believes that age and numbers of company that the committee presides do not affect

the committee’s competency and skills as long as such committees fully devote their time and expertise to the company by making

decisions and providing recommendations that meet the company’s high expectations. In addition, the company does not set term

limits because the company firmly believes in the rights of the shareholders to consider the most qualified people to act on their

behalf and to make the best decisions to oversee their company. Only the appropriate tenure of the Audit Committee should not

exceed 3 consecutive terms, except when a member of Audit Committee is deemed appropriate to serve for a longer tenure.

The Board of Directors will consider the independency and functional efficiency of such Director.

New Director Orientation

In carrying out his/her duties as part of the Board, a Director needs to understand the nature of the company’s business

operations, especially when the Director is first elected. The company will arrange for an orientation to introduce the new Director

to the overall nature of the company’s operations, impart him/her with information important and crucial to conducting his/her duties

and guidelines for good corporate governance. The Company Secretary is responsible for arrangement of the orientation.

Meeting of Board of Directors

It is an important duty of the Directors to regularly attend the meetings of Board of Directors to be informed and to collectively

make a decision upon the operation of the company. There must be at least five meetings of Board of Directors a year. Each meeting

must have a set of meeting agendas circulated to the Directors prior to the meeting date. Special board meeting can be arranged

for an urgent issue. Non Executive Directors may convene among themselves to discuss current issues related to management

without the participation of the management and report the result of the meeting to the Chief Executive Officer.

The Chairman and the Chief Executive Officer work together to set the meeting’s agenda items and to consider proposals and

opinions of Directors to be included as meeting’s agenda items.


64


In 2013 there were six regular meetings of the Board of Directors. All meetings were set in advance. The Company sent out

all documents for the meeting to the Directors in advance of the meeting date with sufficient time to review the documents for the

meeting.

At the meeting, the Chairman as the chair of the meeting ensures the free discussion on the agendas among the directors. A

resolution must be passed by the majority of the meeting attendance. Each director has one vote. Any director that has a vested

interest on the issue will not attend the meeting or will not vote on that issue. The chairman of the board has an extra vote when

there are an equal number of votes cast for a resolution.

Company Executives may attend the meeting of the Board of Directors to inform the board relevant information and to be

informed by the meeting the company’s policies. However, to ensure the autonomy of the board in making decision, the Company

Executives and/or the Executive Directors as Directors of the Board may not be allowed to attend such meetings.

When the meeting ends, the Secretary to the Board of Directors is responsible for preparing the meeting’s minutes and sending

it to the Chairman to certify with his signature for its accuracy. The minute will be circulated to all directors and must be approved

in the next meeting as the first agenda item. In the meeting, directors may express their opinion to revise the minutes for more

accuracy.

An approved minute will be classified as a confidential document and kept at the Company office. The approved minute will

also be kept with all meeting documents in electronic form for further enquiry and reference.

Evaluation of the Board of Directors’ Performance

The Board of Directors determines that their performance be evaluated once a year. Its members comes together to jointly

consider all issues and challenges and find ways to correct and improve them, so that they can perform more efficiently.

In such evaluation, every Director evaluates the entire Board as a whole.

Director Development:

To improve effectiveness of all committees, the Company fully encourages members of the committees and company

executives to attend training programs that are beneficial to their assignments and to meet with committees and company executives

of other institutions. The programs range from training programs of other companies, government regulatory agencies, and

autonomous constitutional regulatory agencies such as executive programs of the Thai Institute of Director Association that the

Securities and Exchange Commission requires that a director of a registered company must finish at least one program, i.e. Directors

Certification Program (DCP), Directors Accreditation Program (DAP) and Audit Committee Program (ACP). Therefore, to bring the

knowledge and experience to develop the company in the future.

To support the operation of the Board of Directors, the Company set up the secretary office to coordinate between directors

and executive directors. The secretary office also coordinates with the board on legal issues and regulations, oversees activities of

the board, and enforces the board’s resolution.

Remuneration for Directors and Company Executives

The Directors are remunerated in 3 parts namely monthly compensation, meeting fee (per time, only if attend) and bonuses.

Monthly remuneration to be paid every month as follows:

Chairman 35,000 baht/month

Vice-chairman 25,000 baht/month

Other Board members 20,000 baht/month

Meeting attendance fee to be paid to directors attending the meeting each time as follows:

Chairman 50,000 baht/time

Vice-Chairman 40,000 baht/time

Other board member 30,000 baht/time

Annual Bonus based on the Board of Directors’ performance


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The company has clearly and transparently defined policy on remuneration to its Directors, taking into consideration the

company’s operating performance and the Directors’ scope of duties and responsibilities compared to the industry’s norms. Directors

that are assigned additional duties and responsibilities in different Committees receive additional compensations proto rata to their

increased responsibilities.

Remuneration for member of audit committee:

Meeting attendance fee to be paid to members attending the meeting each time as follows:


Other board members 30,000 baht/time

Remuneration for members of nomination & remuneration committee:

Meeting attendance fee to be paid to members attending the meeting each time as follows:


Other board members 30,000 baht/time

Initially the Nomination and Remuneration Committee will consider remunerations and propose to the Board of Directors

meeting for its consideration and to the Shareholders meeting for its approval.

Details of each Director’s monthly salary, meeting allowance, bonus, and remuneration as being in a sub-committee which

were approved by the Shareholder Meeting can be found in this report on page 56.

The Nomination and Remuneration Committee will decide upon the remuneration of the Company Senior Executives based

on each executive’s responsibility, individual performance, and the company’s performance.

Control of Information within the Company

The Company fully complies with the regulation of Securities and Exchange Commission and the Stock Exchange of Thailand.

The Board of Directors is deeply concerned with how to handle conflicts of interests among all sides with principles of deliberation,

fairness, and transparency. If a conflict of interest takes place, a resolution must be made upon careful deliberation. Information of

such conflict must be clearly disposed promptly to protect the interests of the company.

The Company will protect the confidentiality of its customers and shareholders, and maintain the customer’s trust. The

Company keeps all of business confidentiality of its customers as confidential and will not disclose any customer’s information

without the customer’s permission. The Company set up a guideline and regulations to prevent the misuse of electronic information

and data to ensure confidentiality of the customers and shareholders and the best use of electronic communication within the firm

that helps the Company reduces the cost and enhances its productivity. All misuse of information, including the misuses of

information against the laws, inappropriate uses, uses against Business Code of Conducts, and unauthorized uses of information

will result in severe penalty in accordance with the Company’s regulation. The Company also prohibited any transaction of the

Company’s securities during the Blackout Period. Such prohibition not only protects the rights of the shareholders but also prevents

conflicts of interests. Furthermore, the Company hired Thailand Securities Deposit Co., Ltd. to make a monthly list of Shareholders.

To prevent conflicts of interests in the organization, the Company has a clear and transparent structure without an existence

of any kind of shareholders agreement or legal syndication agreement among its shareholders. Moreover, to prevent any interference

of responsibility among the staff, the Company has a clear separation of responsibility between the Board of Directors, Management

Office, and Shareholders. A Director or Company Executive who has any vested interests with an agenda item in the meeting will

not attend the meeting or will not vote to ensure the fairness of the decision of the Board of Directors and/or Company Executive

and to ensure the best interests of the Shareholders.

The Company clearly discloses in its Annual Report structure of shareholding and numbers of common shares owed by the

Board of Directors.


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The Company Secretary

The Board resolved to appoint Mrs. Varaporn Vatcharanukroh as the Company Secretary to provide support in the preparation

of meeting agendas and convening notices and the oversight and organization of Board of Directors meetings, the Sub-Committees’

meetings, and Shareholders meetings. The Company Secretary also prepares the minutes of Board of Directors meetings, the

Sub-Committees’ meetings, shareholders meetings and annual reports as well as maintains proper filing of documents as required

by the laws and counsels the Board of Directors on carrying out its duties in compliance with the relevant laws, rules and regulations.

The Company Secretary also ensures that the Board of Directors and the company disclose information accurately, completely and

transparently. The appointed Company Secretary is deemed by the Board of Directors to be qualified, knowledgeable and able to

carry out the duties of a company secretary.

Policies and Procedures for Senior Executives in Taking up Directorships in Other CompaniesIn considering nominating its senior executives for directorships in its subsidiary or affiliate companies or other companies, the

company focuses on their knowledge, abilities and qualifications. Information about each individual senior executive’s taking up of

directorships in other companies is disclosed in the annual report and Form 56-1.

Board of Directors

The company management structure consists of four committees: The Board of Directors, The Executive Board, The Audit

Committee and The Nomination & Remuneration Committee.

Responsibilities of each Committee

The Board of Directors

The scope of power, duties, and responsibilities of the Board of Directors are as follows:

1. To have a clear understanding of the vision, goals, and strategies in the operation of the Company in order to perform

their duties in accordance with the laws, objectives, articles of association of the Company, the resolutions of Board of

Directors, and the resolutions of the shareholders’ meeting with responsibility, diligence and honesty;

2. To determine the details and approve the vision, business strategies, direction of the business, business policy, goals,

procedures, operation plan, and the budgets of the Company and its subsidiaries as prepared by the Chief Executive

Officer (“CEO”) and the management department;

3. To supervise the management and performance of the CEO, the management department, or any persons authorized

to perform such duties in order to comply with the policies stipulated by the Board of Directors;

4. To continuously monitor the performance of the Company in order to comply with the operation plan and the budgets of

the Company;

5. To procure the Company and its subsidiaries to use an appropriate and effective accounting systems, and to provide an

internal control system and internal audit system;

6. To provide financial statements at the end of each fiscal year of the Company and to sign to certify such financial

statements in order for their being proposed to the shareholders for approval in the Annual General Meeting;

7. To consider and approve the selection and appointment of auditor(s) and consider appropriate remuneration as proposed

by the Audit Committee prior to the proposal to the shareholders for approval in the Annual General Meeting;

8. To provide written policy about good corporate governance and to effectively apply such policy in order to ensure that

the Company fulfills responsibility to all relevant parties with fairness;


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9. To consider and approve the appointment of persons who are qualified, and are not prohibited under the Public

Companies Limited Act B.E. 2535 (1992) (as amended from time to time), the Securities Exchange Act B.E. 2535 (1992)

(as amended from time to time), and the relevant notifications and/or regulations in the case that a directorship becomes

vacant due to other reasons apart from retirement by rotation. In addition, to consider and approve the appointment of

directors to replace directors who retire by rotation, and to determine the remuneration as proposed by the Nomination

& Remuneration Committee prior to the proposal to the shareholders’ meeting for approval;

10 To appoint sub-committees such as the Audit Committee, the Executive Committee, the Nomination and Remuneration

Committee, or any other sub-committees, and to determine the powers and duties of such sub-committees to help and

support the performance of duties of the Board of Directors;

11 To appoint Executives and Company Secretary, and to determine the remuneration of such Executives;

12 To seek professional opinions from the external organizations when necessary for appropriate decisions;

13. To encourage the Directors and Executives to attend various seminars of the Thai Institute of Directors related to the

duties and responsibilities of the Directors and Executives;

In this regard, the assignment of powers, duties, and responsibilities of the Board of Directors shall not be granted or sub-

granted which causes the Board of Directors or the attorney to approve transactions in which the Board of Directors, or the attorney,

or any person who may have any conflict of interest (as defined in the Notification of the Securities and Exchange Commission

Thailand and the Notification of the Capital Market Supervisory Board), may have interest, or receive any benefits, or any other

conflict of interests with the Company or its subsidiaries, except where the approval of such transaction is consistent with policies

and rules approved by the shareholders’ meeting or the Board of Directors.

The Executive Board

The Executive Board shall have duties and responsibilities on the following matters:

1. Raw land procurement for the implementation of the industrial estate business

2. Acquisition of assets (excluding raw land in No.1) worth not more than 10 million baht for use of the Company.

3. Registration of transferring, leasing, mortgaging and subdividing of land title deeds, application for licenses, permits, and

other official amendments etc. with the authorities concerned in relation to operation of the company’s business.

4. Opening new bank accounts, making money deposits with financial institutes other than existing banks/ financial institutes

on regular transactions, securing new loans, giving loans to third parties.

5. Providing loan guarantees for subsidiary companies at a total limit of 1 billion baht.

6. Securing a new loan of up to 500 million baht per time to be used for business operation of the company.

The Audit Committee

The Audit Committee of the Company has the scope of duties and responsibilities, and shall report to the Board of Directors, to:

1. Oversee the reporting process of the financial information that it should be correct and sufficient.

2. Oversee to ensure that the Company has a suitable and effective internal control and internal audit systems, to ensure

the independence of the internal audit department. The audit committee shall approve any selection, rotation or

termination of the department heads of the internal audit department or any other departments responsible for the internal

audit system of the Company.

3. Ensure that the Company follows all the SEC’s and SET’s laws and regulations and other laws and regulations relevant

to the Company’s business.

4. Consider, select, and recommend the Company’s auditor and its remuneration. Have a meeting with the external auditor

once a year, without the management team being present.


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5. Ensure that the firm complies all related rules when there is a connected transaction or transaction that may lead with

conflict of interests.

6. Ensure full coverage of the audit committee’s monitoring activities. The report must be signed by the Chairman of Audit

Committee, Mr. Anucha Sihanatkathakul who has strong financial experience, and disclosed in the annual report. The

report should include the following:

- Comment on accurateness, completeness and credibility of the Company’s financial report

- Comment on an adequacy of the firm’s internal control system

- Comment on the Company’s compliance with SEC’s and SET’s laws and regulation and other laws relevant to the

Company’s business

- Comment on suitability of the external auditor

- Comment on transactions that may cause conflicts of interest

- Number of meetings of the audit committee, and attendance of each member

- Comment on other concerns that have arisen as the audit committee performed its duties as defined in committee’s

charter.

- Any other transactions that all shareholders and general investors should know under the scope of duties and

responsibilities of the audit committee assigned by the Board

7. Anything else as assigned by the Board and has been approved by the audit committee.

The Nomination & Remuneration Committee

Their scope of authority and responsibility is as follows:

1. To produce a plan of succession and a means whereby to replace directors whose terms have expired.

2. To consider candidates to succeed directors whose terms have expired and propose their names for deliberation by the

Board of Directors and approval by a meeting of shareholders.

3. To prepare plans of succession for the CEO and other senior executives and propose them to the Board of Directors for

consideration.

4. To propose methods to evaluate the performance of directors and the Board of Directors and monitor the results of such

evaluations.

5. To propose guidelines and methods of payment of remuneration, including bonus and attendance fee, to the Board of

Directors and the Subcommittees appointed by the Board.

6. To propose policy on management incentives, including salary and bonus, in line with the company’s operating results

and the performance of each executive, and whenever it deems appropriate, the committee shall consider the hiring of

consulting firms to advise on project implementation.

7. Prior to the submission of the CEO’s remuneration for the Board of Directors’ approval, the Remuneration committee

shall assess the president’s performance on an annual basis.

8. Prior to the submission of top executives’ remuneration for the Board of Directors’ approval, the Remuneration Committee

shall assess the performance of each individual executive on an annual basis, based on the CEO’s recommendations.

9. Consider, before presenting to the Board of Directors, the budget for the salary increase, change of wage/remuneration

and bonus of senior executives.

10. Regularity review, study and track the changes and trends in remuneration for the Board of Directors and the executives

and report its findings to the Board for approval.

11. Consider the annual remuneration for the Board of Directors and executives, as compared to the remuneration offered

by other listed companies operating in the same business, to ensure that AMATA retains its leadership in that industry

and to motivate them to foster the continuing development of the company.


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12. Regularly make a progress report on the results of performance and submit it to the Board of Directors after the meetings

of the Nomination & Remuneration Committee.

13. Assess the Remuneration Committee’s performance and report the results to the Board of Directors.

14. Should there be any alterations to the Charter, the Nomination & Remuneration Committee shall review and recommend

appropriate improvements, revisions to the Board of Directors for its resolution in keeping it up-to-date and applicable.

15. Perform other duties as assigned by the Board of Directors.

Appointment of Directors and Executive Directors

Nomination and Remuneration committee will consider the nomination of directors. Independent directors must be independent

from the major shareholder, the management and the related persons of the company, with the following characteristics:

1. Holds not more than 1% of the total outstanding voting shares of the company, the company’s major shareholder, a

subsidiary or an associate or in any juristic person with a conflict of interests, including shares held by a person related

to independent director.

2. Is neither a director that has a management authority nor an employee, staff, advisor on retainer, authority figures of the

company, the company’s major shareholder, a subsidiary, an associate, a subsidiary of the same tier (brother company),

or any juristic person with a conflict of interests, both in the present and at least two years prior to taking the independent

directorship.

3. Is not involved in the following business relationship with the company, the company’s major shareholder, a subsidiary,

an associate, or any juristic person with conflict of interests in a nature which may obstruct his independent judgment,

both in the present and at least two years prior to taking the independent directorship.

3.1 neither an auditor nor major shareholder, non-independent director, management, and the managing partner of the

company’s audit firm.

3.2 Is neither professional service provider such as legalor financial advisor nor asset appraiser, whose service fee

exceed 2 Million Baht per year, for the company, the company’s major shareholder, a subsidiary, an associate, or

any juristic person with a conflict of interests and is neither major shareholder, non-independent director, management

nor the managing partner of the such service providing firm.

3.3 Received no benefit directly or indirectly from business transactions namely, normal trading activities, rent or lease

of property, transactions related to assets or services nor provide financial support to the company, the company’s

major shareholder, a subsidiary, an associate, amounting to 20 Million Baht or equivalent to 3% of the tangible

assets of the company, whichever is lower. The term is applicable to all transactions occurred within one year prior

to the date of business relationship and the independent director must not be major shareholder, non-independent

director, management nor the managing partner of such firms.

4. No relationship by blood or legal registration, in a nature thatmakes the independent director a parent, spouse, brothers

and sisters, children nor spouse of children of management, major shareholders, authority figures or nominees for

management and authority figures of the company or a subsidiary.

5. Is not appointed as a representative of the company’s director, major shareholders or shareholders who are related to

the major shareholders of the company.

6. not undertaking any business in the same nature and in competition tothe business of the applicant or its subsidiary

company or not being a significant partner in a partnership or being an executive director, employee, staff, advisor who

receives salary or holding shares exceeding one percent of the total number of shares with voting rights of other company

which undertakes business in the same nature and in competition to the business of the applicant or its subsidiary company.

7. Can look after the interests of all shareholders equally.


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8. Can prevent conflicts of interest.

9. Manage to attend the Board meetings and make independent decisions.

10. Is not a person whom SET has determined inappropriate to serve as an executive, according to SET regulations.

11. Has never been convicted of violating Security or Stock Exchange laws, nor laws governing the investment business,

securities brokering, or credit fonciers, or commercial banking laws, or life or general insurance laws, or money laundering

laws, or any other law of a similar nature, whether Thai or foreign, and is guilty of wrongful acts relating to trading in

shares or the perpetration of deceptions, embezzlement, or corruption.

12. No other impediments or impairments to express independent opinions concerning the operations of the company.

13. If qualified for the item 1-12, the independent director may be assigned by the Board of Directors to make decisions

relating to business operations of the company, the company’s major shareholder, a subsidiary, an associate, a

subsidiary of the same tier (brother company) or any juristic person with a conflict of interests, on the basis of collective

decision, whereby such actions are not deemed partaking of management.

Nomination and Remuneration committee will consider the nomination of directors to replace directors who will be terminated

and present to the Board of Director and shareholder’s meeting for approval. The number of directors shall be set by a general

meeting, Directors may be withdrawn with the consensus of those present at the general shareholders meeting. The consensus

must have at least 3/4 the number of shareholders who attend the meeting and have the right to vote. In addition, the number of

shares must not be less than half the number of shares present and eligible to be voted.

If a directorship is or becomes vacant for any reason, except term expiration, the Nomination Committee can select any

qualified candidate in the next board meeting, provided the term is not longer than two months, The selected director has his or her

own term equal to the term of the director whom he or she replaces or represents. The consensus must be at least 3/4 of the

remaining directors.

If the term of any director expires for any reason, the appointment of a new director will be decided by the meeting of

shareholders. In this regard, the meeting of shareholders must consider and abide by the following regulation by the screening

consideration of the nomination and remuneration committee :-

Each shareholder has only one vote per one share

Each shareholder must use all his or her votes (shares) as stipulated in clause I to elect one candidate or many to become

director. In addition, he or she shall not split his or her voting right between or among candidates for a single directorship.

The persons elected to be the director must have the highest tally descending order. In case of equality of vote, the Chairman

shall cast the deciding vote.

The Nomination and Remuneration Committee also prepare the company’s succession plans covering the positions of Chief

Executive Officer, Chief Operating Officer, Chief Business Development Officer, Chief Financial Officer and Chief Investor Relations

Officer. To ensure that the company will always have knowledgeable and capable management, candidates are selected, developed

and trained to be ready for future appointments for such positions.

Control of the Company and its subsidiary companiesInvestment policy

The Company has the policy to invest in the following business activities :-

1. The Company will use our assets as an equity in a joint venture company ; i.e, using the land as an equity in a joint

venture company.

2. The Company will invest in service businesses which will support activities and/or manufacturing of customers in Amata

industrial estates.


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3. The Company will seek for business partners who are expertises in the business they are doing. The Company will also

seek for reputable partners with good management team, good image, and good and reliable background.

4. The Company has no policy to invest in any new projects in other foreign countries but has the policy to expand our

projects in Vietnam. The investment in Amata Vietnam will be contributed by Amata Vietnam.

Control of the companies we are investing in

1. The Company will send an executive who iscapable in that particular business to act as a director in a joint venture

company (the number of directors from the Company will match with the share holding ratio in a joint venture company

or under the agreement we have with a joint venture company.

2. Monitor the operating performance of the joint venture company under good and fair price policy. In the event there are

complaints from the customers, the Company will examine and remedy the complaints the soonest.

3. The staff of the Company will coordinate with the staff of a joint venture company in order to provide them with good

support.

4. In case there are any problems, the executives of the Company will consult with the executives of a joint venture

company to find good solutions.

Internal Information Management

The company sets the regulation to prevent Insider Trading by a member of Executive Committee and staff (including spouse

and minor) who have access to information, as follows:

1. The Company prohibits a member of Executive Committee and staff (including spouse and minor) who have access to

information to buy or sell the company’s securities within two weeks prior to the disclosure of the three-month financial

statement and the annual financial statement. The prohibition extends to the Blackout Period (24 hours after the financial

statement disclosure).

2. Any committee and staff who have access to non-public information which may affect the price of the company’s

securities shall be prohibited to trade the company’s securities not until 24 hours after such information is disclosed to

the public. The Company also prohibits its executives and departments to disclose any nonpublic information to person

outside company or person who is not in charge to prevent the misuse of such information.

3. Board of director and executive, including spouses and minors who change an amount of his or her share holding must

report to the Securities and Exchange Commission of Thailand within three days of the transaction date, in accordance

with Section 59 of the Securities and Stock Exchange Act 1990.

Remuneration for the Auditor1. Audit fee

The company and its subsidiaries have paid audit fee to following auditors:

- An auditor for the past year audit for Baht 0.-

- An office where the company auditor engaged or personnel involved in the past year audit for Baht 5,368,529.26

2. Non - Audit fee

The company and its subsidiaries have paid service fees in connection with preparing the consolidated financial statement and

cash flow statement, and translating the financial statement, to:

- An auditor for the past year services for Baht 0.- and payable for continuing services for current year for Baht 0.-.

- An office where the company auditor engaged or personnel involved in the past year service for Baht 556,785.20 and

payable for continuing service for Baht 526,440


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Amata City -Rayong, Thailand

Amata City Industrial Estate is located on Highway No. 331 in Rayong province, in the heart of the Eastern Seaboard of Thailand. The estate is located close to a deep-sea port and all major infrastructure of the area. Investors at Amata City will be automatically granted the maximum tax privileges and incentives provided by the Board of Investment for Zone 3.

Corporate Social Responsibility

Amata Corporation Public Company Limited has been operating its business under a good corporate governance

and management policy together with social responsibility that always consider the effect to economy, society and environment.

The company has developed a new business scheme of which its model and procedures will add the value to the society and

environment by itself (CSR In-process). At the same time, Amata still values those activities where the public has shown interest.

Amata has also written a Corporate Social Responsibility summary report according to the guidelines given by The Stock Exchange

of Thailand which will include in the annual registration statement and annual report to be distributed every year.

The stakeholders who are involving in the company business operation consist of shareholders, business partners, management,

employees and their family with the communities surrounding Amata Nakorn Industrial Estate and Amata City Industrial Estate.

The expectation and concern of the stakeholders is to ensure the company is able to prevent and reduce the effect from the pollution

emitted from factories inside the industrial estate, for example industrial waste management, wastewater control will not affect

the communities, and to improve better quality of living.

From their expectations, the company has initiated the Corporate Social Responsibility activities as part of the business

operation management and set out clear policies as below:

1. Environmental Care, focusing onA. Sustainability in use of resources

As the global warming is an important key factor to the world, water resource becomes very valuable to us. The company

has created “Water Resource Recognition Usage Project” by using hi-technology way for industrial wastewater treatment

and recycle it at maximum efficiency level, for example, watering the green area, using in cooling system for the power

plant, and reusing in the manufacturing process inside the industrial estate.

B. Prevention and reduction of factory pollution’s effect to the surrounding communities, the company has started

the following campaigns:

1. Encourage the business operators inside the industrial estate to control and reduce the pollution emitted to

the atmosphere aiming better quality rather than the legal standard.

2. Encourage the business operators inside the industrial estate to control and manage the industrial waste according

to the rules and regulations by law.

3. Environmental, Biodiversity Protection and Revival The company has carried out projects to revive and increase

biodiversity by coordinating with the community to plant mangrove forest to expand the forest area.

4. Listening to suggestion and complaints from community. The company is open for suggestion and complaints from

the stakeholders concerning environment issues caused by the factories in the industrial estate at any time.

The company will immediately investigate and resolves the problems to gain the trust and confidence from

the stakeholders in respect of environmental problem resolution.



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2. Community and society developmentA. Company’s Role in job market and job creation

Each year, all factories located in Amata Nakorn and Amata City Industrial Estate increase their demands for workers.

The company does provide support to local people, fresh graduated, and workers who are looking for jobs to match with

their knowledge. The company has implemented the following:

1. Job vacancy advertisement board at Sub-district Administrative Organization /Municipal Offices. The purpose is to

share any job vacancy of companies inside the industrial estate and environment news with the communities.

2. Job Fair events. Each year the company will coordinate with the Office of Employment, and Eastern Vocational

College to organize the job fair for the business operators and job seekers. This will create more job opportunity for

the people in the communities and the college students.

3. Community participation. The company recognizes the importance of strengthening the surrounding community’s

economy. The company has supported the OTOP projects to improve the manufacturing, and expand to a stable

market which will build up more opportunity for the community.

B. Prevent the involvement of corruption

The company adheres to honesty as the main principle in our business operation and always run the business lawfully.

The company has anti-corruption and bribery policy. Furthermore the company also respects and does not support nor

get involved in any intellectual property or copyrights violation, for public interest.

Responsible for Environment

Amata Corporation PCL and its subsidiaries have endeavored to protect and emphasized seriously on environmental care.

Several environmental projects and activities have been conducted regularly to involve with communities network such as Dam

construction project, Manglove project and Reforestation project that helped to increase Green Area around Amata I.E.


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Referring to the above Corporate Social Responsibility activities, the company will simultaneously and continuously implement

those activities to build up the confidence and acceptance of the stakeholders along with the company business operation.

Corporate Social Responsibility toward Community

Strong support of economic community

Amata Corporation PCL and its subsidiaries

were always providing strong support to local

communities by sharing knowledge and technology

through various groups of communities to enhance

potential development of products for better quality.

Job fairAmata has joined with the employment office

of Chonburi to hold an annual job fair project by

gathering all jobs vacancy from all entrepreneurs

within Amata Nakorn I.E. and Chonburi area. There

were more than 10,000 positions available from

over 300 entrepreneurs joining this annual job fair.

Such project will certainly not only provide support

but also to promote a stable career and also create

an open opportunity and an alternative chance for

all employees to earn more incomes.

Participation in Community activitiesThe Affiliates Company of Amata Group have

joined with local communities in their activities by

participating and supporting in various traditional

events such as Songkran Festival, Annual Festival,

Kathin Festival etc. to strengthen a closer relationship

with local communities.


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Internal Control and Risk Management

Internal Control and Audit SystemsThe company values appropriate and sufficient internal control system. It has put in place an internal control system that is

comprehensive from both financial and operational standpoints. Roles, duties and authorities are defined in accordance with

the laws and the company’s regulations. For the internal control system to be efficient and independent and free from interference,

the company has appointed Porama Consultant Co., Ltd., led by Ms. Chichaya Supatanapat (Master of Business Administration

Professional Program, Assumption University, with more than 7 years internal audit experience) for its outsourced internal auditor.

The internal auditor audits the operations of all units and reports the results directly to the Audit Committee and the Chief Executive

Officer, so that the management is able to deal with problems in time. The internal auditor must be evaluated by the Audit Committee

as well. The secretary of the audit committee will be operated as an administrator and liaison between Porama Consultant Co., Ltd.,

and the audit committee.

The audit committee has meeting with the external auditor and Porama Consultants Co., Ltd., to know the weakness of

the internal control system and has reported to the committee about the appropriateness and adequate of internal controls. In 2013,

the audit committee has reported to the Board of Directors about the inspection in the Board of Directors Meeting No. 2/2014 on

February 17, 2014 that the company and its subsidiaries has efficiency internal control systems to be able to protect the assets of

the company and its subsidiaries which arising from its illegal use. In the fiscal year ended December 31, 2013 the Audit committee

found no such an action.

Risk ManagementThe Company has formed a Risk Management Team consisting of managements of the company and its subsidiaries.

They regularly meet to assess the overall risks facing the entire organization, both from internal and external factors. They analyze

all risk factors, the probability of occurrence and the levels of impacts. They jointly devise risk mitigation measures and specify

the parties responsible for such mitigations. The Risk Management Team will monitor the risks as planned with collaborations and

coordination from the various departments and report the results to the Audit Committee. The Audit Committee will evaluate

the efficiency of the risk management effort and report the results to the Board of Directors at least once a year to help identify

weaknesses and enhance the efficiency of the policy.

Internal Control and Risk Management


77

Related Party Transactions

The Board of Directors has observed with care transactions with conflicts of interest and connected transactions by setting

policies, regulations and guidelines for practices in compliance with related laws, company’s regulations, and regulations of SEC,

SET and good corporate governance. Anyone having interest in any transactions with the company or having any connected

transactions shall notify the company without delay. These persons shall not allow to make decision and will have no authority to

approve such transactions. That means transactions shall be approved by disinterested persons. The decision-making process shall

be transparent, for the firm’s best interests and on an arm’s length basis, open and accompanied by sufficient disclosure of

information as shown in the remarks of financial statement ended December 31, 2013 - Item No. 7

Related Party Transactions


78

Key Financial Ratio

Significant financial ratios*



and its subsidiariesAs at 31 December

As at 31 December

As at 31 December

As at 31 December

As at 31 December

As at 31 December

2013 2012 (Restated)

2011 (Restated)


2011 (Restated)

Liquidity Ratio

Current Ratio (Times) 1.09 1.10 1.05 1.50 1.47 1.34

Quick Ratio (Times) 0.09 0.07 0.11 0.43 0.37 0.32

Cash Flow Liquidity (Times) 0.15 0.26 0.12 0.48 0.56 0.38

Accounts Receivable Turnover (Times) 20.41 50.54 28.92 18.56 23.24 15.65

Average Collection Period (Days) 17.89 7.22 12.62 19.66 15.71 23.32

Inventory Turnover (Times) 0.24 0.21 0.19 0.39 0.29 0.22

Average Inventory Turnover Period (Days) 1,491.14 1,712.56 1,905.31 926.55 1,267.79 1,684.19

Accounts Payable Turnover (Times) 6.67 6.26 5.30 3.93 3.39 2.91

Payment Period (Days) 54.69 58.32 68.89 92.85 107.59 125.64

Cash Cycle (Days) 1,454.34 1,661.46 1,849.04 853.36 1,175.90 1,581.87

Profitability Ratio

Gross Profit Margin (%) 61.19 62.18 61.77 47.97 50.20 48.24

Operating Profit Margin (%) 39.44 37.79 41.20 26.92 31.96 28.60

Other Profit Margin (%) - - - 5.50 4.80 3.64

Cash Flow From Operating Activities Margin (%) 62.17 124.53 60.24 146.98 183.59 181.96

Net Profit Margin (%) 30.35 31.16 33.12 25.69 29.46 26.59

Return On Equity (ROE) (%) 20.68 18.26 15.33 20.20 21.92 15.01

Efficiency Ratio

Return On Assets (ROA) (%) 7.40 6.59 6.57 8.92 9.24 6.45

Return On Fixed Assets (ROFA) (%) 393.82 407.97 389.53 195.62 223.62 186.00

Assets Turnover (Times) 0.24 0.21 0.20 0.35 0.31 0.24

Financial Policy Ratio

Debt To Equity (Times) 1.70 1.90 1.63 1.18 1.36 1.39

Interest Coverage (Times) 3.48 4.24 3.06 10.13 10.24 8.22

Cash Flow Adequacy (Cash Basis) (Times) 0.25 0.29 0.12 0.79 0.60 0.44

Dividend Payout (%) 76.57 110.86 29.39 32.71 66.46 20.54

*Ratio is based on the manual guide of a registration statement on form 56-1 and 69-1 of The Securities

and Exchange Commission.

Key Financial Ratio


79

Management Discussion and Analysis for year 2013

ECONOMIC AND INDUSTRIAL ESTATESBased on the number of BOI applications, disappointing data for 3Q13 has pointed towards an investment slowdown in 2H13.

The Federation of Thai Industries’ (FTI) industrial sentiment index hit 90.4 in September from 97.3 in one month 2013, the lowest

level since the 2011 floods, amid concerns regarding a slowdown in domestic consumption, the potential for renewed political

turmoil, and sluggish global economic conditions. Flash floods which have affected some industrial estates during September and

October have also put pressure on industrial sentiment.

Amata’s industrial land sales were affected in the last quarter of 2013. Our pre-land sales target has been revised from 3,000

rai to one-third mainly because of the growing political conflict has prompted foreign firms to delay investment decisions in Thailand

and a few major customers of Amata have delayed signing land purchase contracts because of this matter.

For 2014, Amata will continue to focus on the key growing automotive sector as the next wave of expansion in 2015 will be

the impact from eco-car phrase II kicks in. Amata is also looking east to expand further our industrial estate business operation in

Vietnam.

SIGNIFICANT CHANGE IN ACCOUNTING POLICYYear 2013, Amata Corporation Public Company Limited and its Subsidiaries change the accounting policy for investment

properties including land-use rights with infrastructure systems details as follow:

According to TAS 40 (Revised 2009) Investment property, this accounting standard requires entities to choose to recognize

investment property either under the cost model or the fair value model. The entities could reclassify and recognize investment

property under operating leases to be investment property if that property is consistent with definition of investment property and

the entity choose to recognize with the fair value model. During the current year, the Company and its subsidiaries change its

accounting policy for investment properties including land-use rights with infrastructure systems of Amata (Vietnam) Joint Stock

Company which is a subsidiary company in Vietnam, from the fair value model to the cost model in order to align the information

presented in the financial statement with the information that the management used in making an economic decision. The Company

and its subsidiaries has restated the prior year’s financial statements, presented as comparative information, to reflect the adjustment

resulting from such change in accounting policy. The Company presented the consolidated and separate statements of financial

position as at 1 January 2012, presented as comparative information, using the same accounting policy as well. The Company and

its subsidiaries are unable to determine the effect of the change in this accounting policy for the current year.



80


REVENUE ANALYSISAmata Corporation Public Company Limited and its subsidiaries has the total revenue for Year 2013 amount of 7,506.08 million baht,

it can be summarized as follow:

A) Revenue from real estate sales

For Year 2013, Sales of Land was 5,342.70 million baht, or an increase of 1,242.32 million baht or equivalent to 30%

growth comparing to Year 2012 of 4,100.38 million baht. The contribution of such growth in terms of value, where 25%

was from the Company; 68% was from one of its subsidiaries (Thai-Chinese Rayong Industrial Realty Development Co., Ltd.)

and 7% was from other subsidiaries. Industrial Estate Land Sales for Year 2013 were 1,714 rai compared with 1,493

rai for the same period of 2012, representing a 15% increase.

B) Revenue from Others

(Unit : Million Baht)

Revenue 2013 2012 (Restated)

Change %

Revenue from utility services 1,253.48 1,065.82 187.66 17.61

Revenue from rental 568.07 446.71 121.36 27.17

Revenue from rights of way 97.82 - 97.82

Revenue from forfeiture of advance received - 248.27 (248.27) (100.00)

Interest income 96.29 121.58 (25.29) (20.80)

Other income 147.73 107.22 40.51 37.78

Total 2,163.39 1,989.60 173.79 8.73

The table above has shown an increase of income of the Company and its subsidiaries as follows:-

1. The increase of income from utility services by 17.61%, where 19.70% was coming from water business and 15.6%

from facility services. For the growth in water business reflecting a higher demand in the volume of raw water and

waste water treatment supply from the increase of number of industrial estate customers;

2. The continuous growth in the rental income of ready built factories from 2012 at 10.59% and 2013 now at 27.17%

due to higher demand in ready built factories from different industry sectors in Thailand and Vietnam;

3. The interest income from one of the subsidiaries of the Company in a foreign country has decreased by 20.80%

mainly due to lower interest rate in that foreign country in 2013 as compared to 2012.

2,230.14

4,061.31

3,178.48

3,923.54

6,089.97

7,506.08

2008 2009 2010 2011 2012 2013


81


ANALYSIS OF GROSS PROFIT(Unit : Million Baht)

2013 2012 (Restated) ChangeRevenue Gross Profit % Revenue Gross Profit % in points

Revenue from real estate sales 5,342.70 2,844.93 53.25 4,100.38 2,322.39 56.64 (3.4)

Revenue from utility services 1,253.48 206.10 16.44 1,065.82 197.81 18.56 (2.1)

Revenue from rental 568.07 385.76 67.91 446.71 297.40 66.58 1.3

Total 7,164.25 3,436.79 47.97 5,612.91 2,817.60 50.20 (2.2)

In 2013, the gross profit from sales of land has reached 53.25%, or -3.4 points as compared to 2012. This was mainly due to

higher sales volume from one of the subsidiaries with a lower gross profit as compared to the average gross profit of the Company.

The decrease in the gross profit of the utility services was mainly due to the one-time cost spending in the maintenance of those

pump equipments for waste water treatment. If such one-time maintenance costs were excluded, the gross profit of utility services

will move up from 16.44% to 20.83% comparing to the gross profit of utility services for 2012, the performance will improve by +2.3 points.

ANALYSIS OF ALL EXPENSES(Unit : Million Baht)

Expenses 2013 2012 (Restated)

Change %

Selling expenses 426.62 282.51 144.11 51.01

Administrative expenses 814.33 633.04 181.29 28.64

Finance cost 349.85 390.56 (40.71) (10.42)

Income tax expenses 358.80 314.87 43.93 13.95

Total 1,949.60 1,620.98 328.62 20.27

1. Selling expenses for 2013 have increased by 144.11 million baht. Such an increase was mainly coming from the cost of

land transfer taxes and fee, promotion expenses, and CSR expenses;

2. The increase of Administration expenses by 181.29 million baht where mainly due to the one-time cost incurred for

the flood protection spent on to remedy the flooding until the situation returned back to normal. Total amount of the flood

protection cost was 111.00 million baht.

3. Finance cost decreased from prior year because of decreasing in average short-term and long-term borrowings during

the year.

4. The slight increase in income tax expenses of the Company and its subsidiaries by 43.93 million baht as compared to

2012, mainly from income from transfer of land sale to customers and other non-BOI income.


82


FINANCIAL ANALYSIS(Unit : Million Baht)


Change %

Total assets 22,203.24 21,014.09 1,189.15 5.66

Total liabilities 12,011.74 12,107.87 (96.13) (0.79)

Total shareholders’ equity 10,191.50 8,906.22 1,285.28 14.43

1. Total assets have increased by 1,189.15 million baht as compared to last year. This was mainly due to land purchase

and investment in ready built factories;

2. Total liabilities have reduced slightly by 96.13 million baht as compared to last year where it was due to the decrease in

deposits and advances received from customers.

3. For 2013, Amata Group had long-term loans from banks amounting to 6,773 million baht (5,096 million baht from Amata

Corporation PCL and 1,677 from other subsidiaries), including the current borrowings portion was amounting to 1,387

million bath. As at 31 December 2013, the long-term credit facilities of the Company and its subsidiaries which have not

yet been drawn down amounted to 4,521 million baht and of the Company only of 243 million baht to fund the project

development in the future i.e. land purchase, property investment, property and equipment, etc.

ANALYSIS OF TRADE AND OTHER RECEIVABLESAs at 31 December 2013, the Company and its subsidiaries have a total trade and other receivables amounting to 508 million baht

from trade and other receivables-unrelated parties amount 353 million baht and other receivables-related parties amount 165 million baht,

age of receivables as follow:

• Not yet due amounting to 180 million baht

• Past due up to 3 months amounting to 35 million baht

• Past due longer than 3 to 9 months amounting to 1 million baht

• Past due longer than 9 months and over 12 months amount 3 million baht

For the unrelated party debts of 180 million in year 2013, Subsidiaries has made a provision of debts amounting to 10 million baht.

As the Company has a good policy and the protective measure on this debt collection, there will be no bad debt.


83


ANALYSIS OF CASH FLOWS(Unit : Million Baht)


Change %

Cash and cash equivalents at beginning of period 1,784.18 1,446.35 337.83 23.36

Net cash flows from operating activities 2,834.59 3,293.21 (458.62) (13.93)

Net cash flows used in investing activities (3,084.77) (1,853.26) (1,231.51) 66.45

Cash flows used in financing activities 142.49 (441.19) 583.68 (132.30)

Dividend paid to the Company’s shareholders (586.82) (693.43) 106.61 (15.37)

Net increase in cash and cash equivalents (654.84) 337.83 (992.67) (293.84)

Cash and cash equivalents at the end of period 1,129.34 1,784.18 (654.84) (36.70)

1. The reduction in cash flows from operating activities was due to the decrease in deposits and advances from customers,

and interest income.

2. Significant cash outflows from investing activities were the result of acquisition of land waiting for future development by

Amata Corporation and Amata City of 1,771 million baht, acquisition of fixed assets and investment property of 878

million baht, and short term loans to related companies.

3. During the year, Amata Group has repaid Baht 1,445 million of loans and interest expenses, received 1,662 million baht

of additional long-term loans for the expansion of new ready built factories and improvement of the existing water

treatment plant, and paid dividend 702 million baht.

FINANCIAL RATIO ANALYSIS2013 2012

(Restated)Change Favorable / Unfavorable

Net profit margin (%) 20.19 24.65 (4.46) Unfavorable

Return on equity (%)* 23.18 24.32 (1.14) Unfavorable

Return on total assets (%)** 12.20 11.97 0.23 Favorable

Debt to equity ratio (time) 1.44 1.64 (0.20) Favorable

* Return on equity (%) = Net Profit (Loss) Net x 100

Equity holders of the Company (Average)

** Return on total assets (%) = Net Profit (Loss) Net before interest & tax x 100

Total assets (Average)

As at 31 December 2013, the Company and its subsidiaries have contributed a net profit of 1,515.58 million baht compared

with the same period of last year there was a slight increase of 14.37 million baht or equivalent to 0.96% growth. If we exclude those

one-time floods protection cost and waste water treatment maintenance costs, our net profit margin should move up from 20.19%

to 21.56% and the value will move from 14.37 million baht to 180.37 million baht.


84


The decrease in debt to equity ratio is mainly from the reduction in deposit received from customer and increasing in

shareholders’ equity due to profit during the year.

Net debt to equity ratio (Gearing ratio) was 0.75 to 1 at year end 2013 and was 0.80 to 1 at year end 2012, lower than other

companies in the same industry. With a lower net debt to equity ratio reflected a strong funding structure with flexibility.

OTHERSChanges in investments during the year

• During the second quarter of the current year, Amata Facility Services invested 2 million baht in Strategic Engineering &

Advance Logistic Services (Thailand) Co., Ltd., representing 25% of its registered share capital.

• During the third quarter of the current year, the Company invested 28 million baht each in Amata B.Grimm Power 4 Co., Ltd.

and Amata B.Grimm Power 5 Co., Ltd, representing 20% of its registered share capital.

• In 2013, Vibharam Hospital (Amata Nakorn) Co., Ltd., an associated company in which the Company holds 21% of

registered share capital, passed a resolution to increase its registered share capital from 100 million baht to 500 million

baht. However, on 12 November 2013, a meeting of the Board of Directors of the Company passed a resolution to

maintain the number of shares it held (and not to increase its shareholding proportionately). As a result, the shareholding

of the Company in this company decreased to 4% of its registered capital, and the Company reclassified the investment

in this company to other investments (presented under the caption of non-current assets).

Event after the reporting period

• On 16 January 2014, the Board of Directors Meeting of the Company resolved to approve the entering into the Freehold

and Leasehold Real Estate Investment Trust (“REIT” transaction) in principle whereby Amata Summit Ready Built

Co., Ltd., a subsidiary, will enter into the sale and lease transactions with the trustee who acting on behalf of and for the

benefit of the REIT. The transactions have approximate value not more 4,750 million baht (the final selling price will be

mutually agreed between the contractual parties).


85

Report on the Board of Directors’ Responsibilities

The consolidated and the company financial statements of Amata Corporation Public Company Limited and its subsidiary

companies have been made in accordance with the generally accepted accounting principles for the benefits of

the shareholders and to reflect the real results.

The Board of Directors has appointed an Audit Committee with full qualifications as required by the Stock Exchange

of Thailand to examine the preparation of the financial statements to reflect their correctness and to disclose any related

transactions or conflicts of interest, if any, by major shareholders. The responsibilities of the Audit Committee include

an evaluation of internal controls and internal audit for their efficiency in connection with rules and regulations of the Stock

Exchange of Thailand and include the nomination of Auditor and audit fee for appointment by shareholders.

The structure of management and internal controls in connection with the Auditor’s report ensure the Board of Directors

that the financial statements of Amata Corporation Public Company Limited and its subsidiary companies as of December

31, 2013, represent fairly the financial position, results of operations, and cash flow statements prepared in accordance

with Thai Financial Reporting Standards.

(Dr. Wissanu Krea-Ngam) (Mr. Viboon Kromadit)

Chairman Acting Chief Operating Officer

Report on the Board of Directors’ Responsibilitiesfor Financial Statements


86

Report of the Audit Committee

TranslationTo: The shareholders of Amata Corporation Public Company Limited

In the year 2013, the Board of Directors of Amata Corporation Public Company Limited appointed an Audit Committee comprising

of three independent directors, who were qualified according to the Regulation and Best Practice Guidelines for Audit Committee of

the Stock Exchange of Thailand. At present, the Audit Committee of the Company comprising of Mr. Anucha Sihanatkathakul,

Audit Committee Chairman, Mr. Noppun Muangkote and Assoc. Prof. Dr. Somchet Thinaphong, AuditCommittee Members, with

Mrs. Varaporn Vatcharanukroh served as the secretary of the Audit Committee.

The Audit Committee fulfilled the responsibility according to the scope, duties and responsibilities assigned by the Board of

Directors that complied with the Regulation of the Stock Exchange of Thailand. There were 5 Audit Committee meetings in

the financial year of 2013 and 1 Audit Committee meetings in 2014 until the reporting date, totally 6 Audit Committee meetings.

Mr. Anucha Sihanatkathakul, Mr. Noppun Muangkote and Assoc. Prof. Dr. Somchet Thinaphong attended every meeting with

management executives, external auditors and internal auditors when appropriate, pertaining to the following issues:

1. Review the interim and annual financial statements of 2013, by questioning and listening to the management and

the external auditor clarifications, concerning the correctness and completeness of the financial statements and the

adequacy of information disclosure, and acknowledged the financial audit plan of the external auditors for the year 2013.

The Audit Committee agreed with the external auditors that the financial statements were correct adhering to the Thai

Financial Reporting Standards.

2. Review the operation information and the internal control system, to evaluate the sufficiency, appropriateness and

effectiveness of the internal control system to reach the specified objective, by reviewing the internal control system

together with the external and internal auditors. The existing internal control system is found no weakness or significant

deficiency, appropriate asset safeguarding, correct, complete and reliable information disclosure. In addition, the Audit

Committee evaluated the internal control system complying with the Practice of the Securities and Exchange Commission.

The external and internal auditors and Audit Committee had opinion that the Company had good internal control system

and the system to monitor the operation of its subsidiaries that was adequate, appropriate and efficient.

3. Review the internal audit, by considered the mission, scope of work, duties and responsibilities, independency of

Porama Consultant Co., Ltd., the Company’s internal audit, reviewed and approved the amendment of the Internal Audit

Charter to be appropriate, up to date and comply with the internal audit practice manual of the Stock Exchange of

Thailand, and approved annual audit plans that linked to corporate risk. The Audit Committee had opinion that the

Company had the internal control that was adequate, appropriate and effective on par with international standard for the

Professional Practice of Internal Auditors.

4. Review compliance with the Securities and Exchange Acts, Regulations of the Stock Exchange of Thailand (SET),

and any other relevant laws, including the compliance with the Company requirement and obligations to external parties.

The Audit Committee did not find any significant incompliance to the law, Regulations and the Company obligations to

external parties.



87


5. Review the risk management process, to be link with the internal control system to manage the overall company

business risk, by reviewed the Risk Management Policy and Manual, risk factors, risk management plan and progress.

The Audit Committee had the opinion that the Company risk management process was complied with risk management

manual, which covered the objective setting, risk identification, risk assessment, risk response and quarterly monitoring,

setting of Key Risk Indicator (KRI) serving as an early warning system, crisis management plans to fit with the situation,

Risk Appetite and Risk Tolerance, and also frequently reviewed risk to fit with the current situation.

6. Review and give opinion to connected transactions or transactions that may have conflict of interests, and information

disclosure of such transactions to comply with Regulation of the Stock Exchange of Thailand (SET), and the Office of

the Securities and Exchange Commission (SEC). The external auditors had opinion that the significant transactions with

the connected persons were disclosed and shown in the Financial Statements and Note to Financial Statements and the

Audit Committee had opinion as same as the external auditors and also considered that such transactions were

reasonable and the most beneficial to the business of the Company and were disclosed correctly and completely.

7. Consider Appointing the External Auditors and their Remuneration for the year 2014 to propose to the Board of Directors

to ask for the approval of the Annual Shareholder Meeting for the year 2014, which the Audit Committee considered

the performance, independency and remuneration and concluded to propose appointing Ms. Siraporn Ouaanunkun

(Certified Public Accountant No. 3844) and/or Mr. Supachai Phanyawattano (Certified Public Accountant No. 3930) and/

or Mr. Khitsada Lerdwana (Certified Public Accountant No. 4958) of Ernst & Young Office Limited to serve as

the Company external auditor for the year 2014, with the remuneration of 1,560,000.-Baht. The Audit committee has

the opinions regarding the external auditors as follows:

• Based on past performance, the external auditors performed their duties with knowledge, professional competency,

and gave recommendation regarding internal control system and various risks, and also had independency in

performing their duties.

• The proposed remuneration of Baht 1,560,000 is reasonable. It is higher than the last year of Baht 60,000.

• There was compliance with Regulation of the Office of the Securities and Exchange Commission (SEC) with

regards to the changing of the financial statements signatory external auditor every 5 years. If such auditors are

appointed to be the external auditors for the year 2014, it shall be the fourth years.

• The external auditors had no relation with the Company and its subsidiaries.

In summary, the Audit Committee had fulfilled the responsibility of the Audit Committee Charter that was approved by

the Board of Directors and found that the Company disclosed financial and operation information correctly, had appropriate

and effectiveness internal control and audit, and risk management, complied with laws, regulations and obligations, disclosed

the connected transactions correctly, performed duties in compliance with the Good Corporate Governance principles, with

adequacy, transparency and reliably, and also developed the operation systems to be more qualified and fit with the changing

business environment on a continuing basis.

February 12, 2014

On behalf of the Audit Committee

(Mr. Anucha Sihanatkathakul)

Chairman of the Audit Committee


88

To the Shareholders of Amata Corporation Public Company LimitedI have audited the accompanying consolidated financial statements of Amata Corporation Public Company Limited and its

subsidiaries, which comprise the consolidated statement of financial position as at 31 December 2013, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information, and have also audited the separate financial statements of Amata Corporation Public Company Limited for the same period.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of these financial statements in accordance with Thai

Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityMy responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance

with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

OpinionIn my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Amata

Corporation Public Company Limited and its subsidiaries and of Amata Corporation Public Company Limited as at 31 December 2013, and their financial performance and cash flows for the year then ended, in accordance with Thai Financial Reporting Standards.

Emphasis of mattersI draw attention to Note 3 to the financial statements regarding the change in accounting policy for investment properties including

land-use rights with infrastructure systems, and the adjustment for deferred tax assets calculation. The Company has restated the consolidated and separate financial statements for the year ended 31 December 2012, presented herein as comparative information, to reflect such change in accounting policy and deferred tax assets calculation. The Company has also presented the consolidated and separate statements of financial position as at 1 January 2012 as comparative information, using the same accounting policy. My opinion is not qualified in respect of these matters.

Siraporn OuaanunkunCertified Public Accountant (Thailand) No. 3844

Ernst & Young Office LimitedBangkok: 17 February 2014

Independent Auditor’s ReportIndependent Auditor’s Report


89

Statement of financial position

Statement of financial positionAmata Corporation Public Company Limited and its subsidiariesAs at 31 December 2013

(Unit: Baht)

Consolidated financial statements Separate financial statements

Note

As at31 December

2013

As at31 December

2012(Restated)

As at1 January

2012(Restated)

As at 31 December

2013

As at31 December

2012(Restated)

As at1 January

2012(Restated)

Assets

Current assets

Cash and cash equivalents 8 1,129,336,443 1,784,179,022 1,446,347,639 138,472,447 241,685,626 335,186,643

Current investments - deposits at bank 9 822,999,408 248,355,960 96,558,900 - - -

Trade and other receivables 10 507,895,906 263,963,191 219,060,046 194,716,201 35,686,531 44,550,908

Short-term loans to subsidiaries 7 - - - 164,036,198 150,233,530 112,256,679

Real estate development costs 11 5,975,869,751 6,705,330,225 5,645,936,634 3,473,863,913 3,805,226,639 3,204,120,394

Other current assets 121,287,777 80,358,689 75,462,979 15,582,259 10,044,191 13,972,887

Total current assets 8,557,389,285 9,082,187,087 7,483,366,198 3,986,671,018 4,242,876,517 3,710,087,511

Non-current assets

Investments in subsidiaries 12 - - - 901,489,343 901,489,343 742,000,833

Investments in associates 13 1,415,941,155 1,459,163,465 1,415,144,826 627,121,376 597,434,417 591,118,628

Investment properties 14 2,942,360,399 2,434,501,247 1,935,935,272 476,207,488 490,631,755 460,246,469

Property, plant and equipment 15 1,193,359,057 1,049,731,241 748,971,488 266,853,166 228,088,969 169,973,431

Deposits for purchase of land 147,062,901 69,613,919 342,157,529 58,068,125 51,380,000 282,357,254

Land awaiting for future development 16 7,566,824,178 6,502,837,886 5,761,642,629 6,094,648,050 5,733,589,705 4,756,835,114

Deferred tax assets 23 202,939,412 307,934,861 89,055,497 71,264,601 229,159,594 16,674,889

Other non-current assets 177,364,433 108,116,507 46,913,437 87,476,553 23,215,851 19,254,945

Total non-current assets 13,645,851,535 11,931,899,126 10,339,820,678 8,583,128,702 8,254,989,634 7,038,461,563

Total assets 22,203,240,820 21,014,086,213 17,823,186,876 12,569,799,720 12,497,866,151 10,748,549,074

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


90


Statement of financial position (continued)Amata Corporation Public Company Limited and its subsidiariesAs at 31 December 2013

(Unit: Baht)


Note

As at31 December

2013

As at31 December

2012(Restated)

As at1 January

2012(Restated)

As at 31 December

2013

As at31 December

2012(Restated)

As at1 January

2012(Restated)

Liabilities and shareholders’ equity

Current liabilities

Bank overdrafts and short-term loans from banks 17 909,164,785 873,505,773 1,162,333,969 906,016,368 862,862,288 1,146,280,487

Trade and other payables 18 644,047,863 626,766,343 421,406,424 144,404,576 122,552,443 116,155,009

Short-term loans from subsidiaries 7 - - - 500,000,000 - 8,000,000

Current portion of long-term loans 19 1,386,582,241 1,099,602,224 1,924,549,939 1,101,839,895 958,602,224 1,214,244,446

Deposits and advances received from customers 2,607,014,691 3,151,466,728 1,797,321,986 966,549,100 1,633,865,112 835,715,899

Dividend payable - - 159,957,255 - - 159,957,255

Income tax payable 111,115,462 400,283,105 92,519,251 - 257,584,604 39,053,923

Other current liabilities 49,447,151 36,534,587 30,323,607 27,115,444 16,622,312 11,458,594

Total current liabilities 5,707,372,193 6,188,158,760 5,588,412,431 3,645,925,383 3,852,088,983 3,530,865,613

Non-current liabilities

Long-term loans, net of current portion 19 5,386,817,916 5,109,217,744 4,147,350,014 3,994,336,727 4,101,621,609 2,947,201,887

Long-term deposits and advances received from customers 107,681,663 87,344,548 69,490,432 - - -

Land rental received in advance 264,965,991 242,174,362 170,285,790 230,302,609 196,466,814 158,234,605

Deferred tax liabilities 23 184,770,055 183,371,056 139,092,872 - - -

Other non-current liabilities 360,136,680 297,603,484 245,921,521 44,976,220 33,913,255 31,337,447

Total non-current liabilities 6,304,372,305 5,919,711,194 4,772,140,629 4,269,615,556 4,332,001,678 3,136,773,939

Total liabilities 12,011,744,498 12,107,869,954 10,360,553,060 7,915,540,939 8,184,090,661 6,667,639,552



91


Statement of financial position (continued)Amata Corporation Public Company Limited and its subsidiariesAs at 31 December 2013

(Unit: Baht)


Note

As at31 December

2013

As at31 December

2012(Restated)

As at1 January

2012(Restated)

As at 31 December

2013

As at31 December

2012(Restated)

As at1 January

2012(Restated)

Shareholders’ equity

Share capital

Registered 1,067,000,000 ordinary shares of Baht 1 each 1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000

Issued and fully paid up 1,067,000,000 ordinary shares of Baht 1 each 1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000 1,067,000,000

Premium on ordinary shares 173,600,000 173,600,000 173,600,000 173,600,000 173,600,000 173,600,000

Retained earnings

Appropriated-statutory reserve 20 106,700,000 106,700,000 106,700,000 106,700,000 106,700,000 106,700,000

Unappropriated 6,966,460,555 6,037,696,355 5,069,961,270 3,306,958,781 2,966,475,490 2,733,609,522

Other components of shareholders’ equity 4,200,199 (8,897,129) (12,235,219) - - -

Equity attributable to owners of the Company 8,317,960,754 7,376,099,226 6,405,026,051 4,654,258,781 4,313,775,490 4,080,909,522

Non-controlling interests of the subsidiaries 1,873,535,568 1,530,117,033 1,057,607,765 - - -

Total shareholders’ equity 10,191,496,322 8,906,216,259 7,462,633,816 4,654,258,781 4,313,775,490 4,080,909,522

Total liabilities and shareholders’ equity 22,203,240,820 21,014,086,213 17,823,186,876 12,569,799,720 12,497,866,151 10,748,549,074



92

Income statement

Income statementAmata Corporation Public Company Limited and its subsidiariesFor the year ended 31 December 2013

(Unit: Baht)


Note2013 2012

(Restated)2013 2012

(Restated)RevenuesRevenue from real estate sales 5,342,699,527 4,100,376,427 2,258,813,599 1,945,077,332Revenue from utility services 1,253,478,913 1,065,819,945 - -Revenue from rental 568,066,333 446,705,260 92,229,344 82,575,973Revenue from rights of way 21 97,819,987 - 134,000,000 -Revenue from forfeiture of advance received from customer 22 - 248,272,468 - -Dividend income 12, 13 - - 490,545,134 375,802,599Interest income 96,285,927 121,583,981 9,126,860 5,084,620Other income 147,730,660 107,216,771 70,215,375 51,022,177

Total revenues 7,506,081,347 6,089,974,852 3,054,930,312 2,459,562,701Expenses Cost of real estate sales 2,497,772,576 1,777,985,732 890,886,618 746,954,621Cost of utility services 1,047,377,450 868,008,434 - -Cost of rental 182,307,160 149,310,972 21,602,146 19,819,516Selling expenses 426,618,847 282,511,249 211,529,511 129,093,136Administrative expenses 814,330,048 633,041,590 549,228,154 456,859,888

Total expenses 4,968,406,081 3,710,857,977 1,673,246,429 1,352,727,161Profit before share of profit from investments in associates, finance cost and income tax expenses 2,537,675,266 2,379,116,875 1,381,683,883 1,106,835,540Share of profit from investments in associates 13 99,466,145 120,146,979 - -Profit before finance cost and income tax expenses 2,637,141,411 2,499,263,854 1,381,683,883 1,106,835,540Finance cost (349,848,440) (390,557,950) (296,487,929) (305,474,229)Profit before income tax expenses 2,287,292,971 2,108,705,904 1,085,195,954 801,361,311Income tax expenses 23 (358,796,185) (314,873,665) (157,894,993) (35,018,268)

Profit for the year 1,928,496,786 1,793,832,239 927,300,961 766,343,043



93

Income statement (continued) Amata Corporation Public Company Limited and its subsidiariesFor the year ended 31 December 2013

(Unit: Baht)


Note2013 2012

(Restated)2013 2012

(Restated)Profit attributable to:Equity holders of the Company 1,515,581,870 1,501,212,160 927,300,961 766,343,043Non-controlling interests of the subsidiaries ภ412,914,916 292,620,079

1,928,496,786 1,793,832,239

Basic earnings per share 26Profit attributable to equity holders of the Company 1.42 1.41 0.87 0.72


Income statement


94

statement of comprehensive incomeAmata Corporation Public Company Limited and its subsidiariesFor the year ended 31 December 2013

(Unit: Baht)


Note2013 2012

(Restated)2013 2012

(Restated)Profit for the year 1,928,496,786 1,793,832,239 927,300,961 766,343,043

Other comprehensive income:Exchange differences on translation of financial statements in foreign currency 63,436,174 80,580,038 - -Losses on change in value of available- for-sale investments (9,986,717) (456,857) - -

Other comprehensive income for the year 53,449,457 80,123,181 - -

Total comprehensive income for the year 1,981,946,243 1,873,955,420 927,300,961 766,343,043

Total comprehensive income attributable to:

Equity holders of the Company 1,540,849,720 1,504,550,250 927,300,961 766,343,043

Non-controlling interests of the subsidiaries 441,096,523 369,405,170

1,981,946,243 1,873,955,420


statement of comprehensive income


95

Statement of changes in shareholders’ equity

Statem

ent of

chan

ges in

share

holde

rs’ eq

uity

Amata

Corpo

ration

Publi

c Com

pany

Limite

d and

its su

bsidia

ries

For th

e year

ended

31 De

cember

2013

(Unit:

Baht)

Cons

olida

ted fin

ancia

l stat

emen

tsEq

uity a

ttribu

table

to ow

ners

of the

Comp

any

Equity

at

tributa

ble to

n

on-co

ntrolli

ng

inte

rests

of the

su

bsidi

aries

Total

sh

areho

lders’

eq

uity

Other

compo

nents

of eq

uity

Total

othe

r co

mpon

ents

of sh

areho

lders’

eq

uity

Total

equit

y at

tributa

ble to

ow

ners

of th

e Com

pany

Other

compre

hens

ive in

come

Defic

it from

chang

es in

share

holdi

ng of

subs

idiary

Issue

d and

ful

ly pa

id-up

share

capit

al

Premi

umon

ordin

ary

share

s

Excha

nge

differ

ences

on tr

ansla

tion

of fin

ancia

l sta

temen

ts in

foreig

n curr

ency

Surpl

us on

chang

es in

value

of

availa

ble-fo

r-sale

invest

ments

Retai

ned e

arning

s

Appro

priate

dUn

appro

priate

dBa

lance

as a

t 1 Ja

nuar

y 20

12 -

as

pr

eviou

sly re

porte

d

1,06

7,00

0,00

0 1

73,600

,000

1

06,700

,000

6,55

6,13

6,29

4 (1

2,69

2,07

6) 4

56,857

-

(12,23

5,21

9) 7

,891

,201

,075

1

,927

,559

,505

9

,818

,760

,580

Cu

mula

tive

effect

of cha

nge

in ac

coun

ting

po

licy for inv

estm

ent p

rope

rties

(Note

3.1)

- -

- (1

,486

,175

,024

) -

- -

- (1

,486

,175

,024

) (8

69,951

,740

) (2,35

6,12

6,76

4)Ba

lance

as a

t 1 Ja

nuar

y 20

12 -

as

re

stated

1,06

7,00

0,00

0 1

73,600

,000

1

06,700

,000

5,06

9,96

1,27

0 (1

2,69

2,07

6) 4

56,857

-

(12,23

5,21

9) 6

,405

,026

,051

1

,057

,607

,765

7

,462

,633

,816

Di

viden

d pa

id to n

on-c

ontro

lling

inter

ests

of th

e su

bsidi

aries

- -

- -

- -

- -

- (1

92,910

,902

) (1

92,910

,902

)Di

viden

d pa

id to th

e Co

mpa

ny’s

shar

ehold

ers (

Note 2

9) -

- -

(533

,477

,075

) -

- -

- (5

33,477

,075

) -

(533

,477

,075

)To

tal c

ompr

ehen

sive

incom

e for t

he yea

r

(resta

ted)

- -

- 1

,501

,212

,160

3

,794

,947

(4

56,857

) -

3,338

,090

1

,504

,550

,250

3

69,405

,170

1

,873

,955

,420

Su

bsidi

aries

increa

sed

shar

e ca

pital

- -

- -

- -

- -

- 2

96,015

,000

2

96,015

,000

Ba

lance

as a

t 31

Dece

mbe

r 201

2 - a

s

re

stated

1,067

,000

,000

1

73,600

,000

10

6,70

0,00

0 6

,037

,696

,355

(8

,897

,129

) -

- (8

,897

,129

) 7

,376

,099

,226

1

,530

,117

,033

8

,906

,216

,259

The

acco

mpa

nying

notes

are

an

integ

ral p

art o

f the

finan

cial s

tatemen

ts.


96


Statem

ent of

chan

ges in

share

holde

rs’ eq

uity (

contin

ued)

Amata

Corpo

ration

Publi

c Com

pany

Limite

d and

its su

bsidia

ries

For th

e year

ended

31 De

cember

2013

(Unit:

Baht)

Cons

olida

ted fin

ancia

l stat

emen

tsEq

uity a

ttribu

table

to ow

ners

of the

Comp

any

Equity

at

tributa

ble to

n

on-co

ntrolli

ng

inte

rests

of the

su

bsidi

aries

Total

sh

areho

lders’

eq

uity

Other

compo

nents

of eq

uity

Total

othe

r co

mpon

ents

of sh

areho

lders’

eq

uity

Total

equit

y at

tributa

ble to

ow

ners

of th

e Com

pany

Other

compre

hens

ive in

come

Defic

it from

chang

es in

share

holdi

ng of

subs

idiary

Issue

d and

ful

ly pa

id-up

share

capit

al

Premi

umon

ordin

ary

share

s

Excha

nge

differ

ences

on tr

ansla

tion

of fin

ancia

l sta

temen

ts in

foreig

n curr

ency

Surpl

us on

chang

es in

value

of

availa

ble-fo

r-sale

invest

ments

Retai

ned e

arning

sAp

propri

ated

Unap

propri

ated

Balan

ce a

s at 1

Janu

ary 20

13 -

as

pr

eviou

sly re

porte

d1,06

7,00

0,00

017

3,60

0,00

010

6,70

0,00

07,46

7,19

5,53

339

,179

,944

--

39,179

,944

8,85

3,67

5,47

72,33

9,71

1,18

111

,193

,386

,658

Cumula

tive

effect

of cha

nge

in

acco

untin

g po

licy for

inv

estm

ent p

rope

rties

(Note

3.1)

--

-(1

,624

,133

,775

)(4

8,07

7,07

3)-

-(4

8,07

7,07

3)(1

,672

,210

,848

)(8

09,594

,148

)(2

,481

,804

,996

)Cu

mula

tive

effect

of cha

nge

in

acco

untin

g po

licy for d

efer

red

tax (

Note 3

.2)

--

-19

4,63

4,59

7-

--

-19

4,63

4,59

7-

194,63

4,59

7Ba

lance

as a

t 1 Ja

nuar

y 20

13 -

as

re

stated

1,06

7,00

0,00

017

3,60

0,00

010

6,70

0,00

06,03

7,69

6,35

5(8

,897

,129

)-

-(8

,897

,129

)7,37

6,09

9,22

61,53

0,11

7,03

38,90

6,21

6,25

9De

ficit on

inve

stmen

ts in

su

bsidi

ary ar

ising

as a

resu

lt of

pr

ocee

ds th

e inv

estm

ent in

subs

idiar

y at a

pric

e les

s tha

n the

net b

ook v

alue

at th

e pr

ocee

d

date (N

ote

12)

--

--

--

(12,17

0,52

2)(1

2,17

0,52

2)(1

2,17

0,52

2)17

,927

,322

5,75

6,80

0Di

viden

d pa

id to n

on-c

ontro

lling

int

eres

ts of th

e su

bsidi

aries

--

--

--

--

(115

,605

,310

)(1

15,605

,310

)Di

viden

d pa

id to th

e Co

mpa

ny’s

shar

ehold

ers (

Note 2

9)-

--

(586

,817

,670

)-

--

(586

,817

,670

)-

(586

,817

,670

)To

tal c

ompr

ehen

sive

incom

e for

the

year

--

-1,51

5,58

1,87

035

,254

,567

(9,986

,717

)-

25,267

,850

1,54

0,84

9,72

044

1,09

6,52

31,98

1,94

6,24

3Ba

lance

as a

t 31

Dece

mbe

r 201

31,06

7,00

0,00

017

3,60

0,00

010

6,70

0,00

06,96

6,46

0,55

526

,357

,438

(9,986

,717

)(1

2,17

0,52

2)4,20

0,19

98,31

7,96

0,75

41,87

3,53

5,56

810

,191

,496

,322

The

acco

mpa

nying

notes

are

an

integ

ral p

art o

f the

finan

cial s

tatemen

ts.


97

Statem

ent of

chan

ges in

share

holde

rs’ eq

uity (

contin

ued)

Amata

Corpo

ration

Publi

c Com

pany

Limite

d and

its su

bsidia

ries

For th

e year

ended

31 De

cember

2013

The ac

compa

nying

notes

are

an

integ

ral p

art o

f the

finan

cial s

tatemen

ts.

(Unit:

Baht)

Sepa

rate f

inanci

al sta

temen

ts

Iss

ued a

nd fu

lly

paid-

up sh

are ca

pital

Premi

um on

ord

inary

share

s

R

etaine

d earn

ings

Total

sh

areho

lders’

equit

y Ap

propri

ated

Unap

propri

ated

Balanc

e as

at 1

Jan

uary 2

012

- as pr

evious

ly re

porte

d 1

,067

,000

,000

1

73,600

,000

1

06,700

,000

2

,828

,365

,396

4

,175

,665

,396

Cumulative

effe

ct o

f cha

nge in acc

ounting po

licy for inv

estm

ent p

rope

rties

(Note 3.1)

- -

- (9

4,75

5,87

4) (9

4,75

5,87

4)

Balanc

e as

at 1

Jan

uary 2

012

- as re

stated

1,067

,000

,000

1

73,600

,000

1

06,700

,000

2

,733

,609

,522

4

,080

,909

,522

Divid

end pa

id to

the Co

mpa

ny’s

shar

eholde

rs (N

ote 29

) -

- -

(533

,477

,075

) (5

33,477

,075

)

Total c

ompr

ehen

sive inco

me for t

he yea

r (re

stated

) -

- -

766

,343

,043

7

66,343

,043

Balanc

e as

at 3

1 De

cembe

r 201

2 - a

s re

stated

1,067

,000

,000

1

73,600

,000

1

06,700

,000

2

,966

,475

,490

4

,313

,775

,490

Balanc

e as

at 1

Jan

uary 2

013

- as pr

evious

ly re

porte

d 1

,067

,000

,000

1

73,600

,000

1

06,700

,000

2

,891

,604

,295

4

,238

,904

,295

Cumulative

effe

ct o

f cha

nge in acc

ounting po

licy for inv

estm

ent p

rope

rties

(Note 3.1)

- -

- (1

19,763

,402

) (1

19,763

,402

)

Cumulative

effe

ct o

f cha

nge in acc

ounting po

licy for defer

red tax

(N

ote 3.2)

- -

- 1

94,634

,597

1

94,634

,597

Balanc

e as

at 1

Jan

uary 2

013

- as re

stated

1,067

,000

,000

1

73,600

,000

1

06,700

,000

2

,966

,475

,490

4

,313

,775

,490

Divid

end pa

id to

the Co

mpa

ny’s

shar

eholde

rs (N

ote 29

) -

- -

(586

,817

,670

) (5

86,817

,670

)

Total c

ompr

ehen

sive inco

me for t

he yea

r -

- -

927

,300

,961

9

27,300

,961

Balanc

e as

at 3

1 De

cembe

r 201

3 1

,067

,000

,000

1

73,600

,000

1

06,700

,000

3

,306

,958

,781

4

,654

,258

,781



98

Statement of cash flowsAmata Corporation Public Company Limited and its subsidiariesFor the year ended 31 December 2013


(Unit: Baht)

Consolidated financial statements Separate financial statements2013 2012

(Restated)2013 2012

(Restated)Cash flows from operating activities

Profit before income tax expenses 2,287,292,971 2,108,705,904 1,085,195,954 801,361,311

Adjustments to reconcile profit before income tax expenses to net cash provided by (paid from) operating activities:

Depreciation 265,461,857 217,321,645 47,292,666 45,634,593

Amortisation 11,149,885 11,076,635 7,763,435 8,018,136

Allowance for doubtful accounts 8,526,441 27,477 471,485 -

Share of profit from investments in associates (99,466,145) (120,146,979) - -

Gains on disposal of investment properties (8,769,950) (95,078) - -

Losses on disposal of property, plant and equipment 126,777 7,244,820 126,776 7,217,060

Allowance for impairment loss on long-term investment - - 6,634,841 -

Unrealised losses (gains) on exchange - - (11,211,395) 5,201,688

Unrealised gains on fair value of derivatives (569,880) (2,473,473) (543,103) (1,981,743)

Dividend income from investments in subsidiaries and associates - - (490,545,134) (375,802,599)

Provision for long-term employee benefits 12,334,724 2,142,824 9,570,992 1,221,572

Gains on revenue from right of way received from associates 36,180,013 - - -

Gains on sales of real estate to associates 52,674,701 - - -

Interest income (96,285,927) (121,583,981) (9,126,860) (5,084,620)

Interest expenses 350,418,320 393,031,423 297,031,032 307,455,972

Statement of cash flows


99

Statement of cash flows (continued)Amata Corporation Public Company Limited and its subsidiariesFor the year ended 31 December 2013


(Unit: Baht)


(Restated)2013 2012

(Restated)Profit from operating activities before changes in operating assets and liabilities 2,819,073,787 2,495,251,217 942,660,689 793,241,370

Operating assets (increase) decrease

Trade and other receivables (227,490,237) (47,650,466) (135,233,529) 10,430,844

Real estate development cost 1,332,956,431 (605,008,935) 707,764,925 (660,901,973)

Other current assets (52,078,973) (15,518,762) (13,772,987) (4,089,440)

Other non-current assets (48,877,669) (66,661,011) (44,260,701) (3,960,906)

Operating liabilities increase (decrease)

Trade and other payables 10,467,964 207,178,866 12,236,511 13,098,100

Deposits and advances received from customers (544,452,037) 1,354,144,742 (667,316,012) 790,709,558

Other current liabilities 12,912,564 6,210,980 10,493,132 1,056,327

Long-term deposits and advances received from customers 20,337,115 17,854,116 - -

Land rental received in advance 22,791,630 71,888,572 33,835,795 42,339,599

Other non-current liabilities 50,198,472 49,863,502 1,491,973 1,354,236

Cash from operating activities 3,395,839,047 3,467,552,821 847,899,796 983,277,715

Cash paid for corporate income tax (561,248,550) (174,339,875) (271,430,365) (28,972,293)

Net cash flows from operating activities 2,834,590,497 3,293,212,946 576,469,431 954,305,422



100

(Unit: Baht)


(Restated)2013 2012

(Restated)Cash flows from investing activities

Interest income 95,864,520 114,685,467 4,453,548 3,518,152

Increase in current investments - deposits at bank (574,643,448) (151,797,060) - -

Cash receipt from repayment of short-term loans made to related companies 164,449,927 - 165,349,927 5,703,678

Increase in short-term loans to related companies (164,449,927) - (168,349,927) (48,882,217)

Increase in investments in subsidiaries - - - (159,488,510)

Increase in investment in associates (57,821,800) (6,315,789) (56,321,800) (6,315,789)

Dividend income from investments in subsidiaries and associates 83,000,000 82,000,000 490,545,134 375,802,599

Purchase of investment properties (567,262,937) (478,571,652) - -

Purchase of property, plant and equipment (310,829,577) (390,817,393) (71,806,572) (81,565,855)

Proceeds from sales of investment properties 18,212,000 16,015,142 - -

Proceeds from sales of property, plant and equipment 122,174 2,467,065 47,200 248,412

Deposit for purchase of land (250,025,292) 272,543,609 (58,029,125) 230,977,254

Purchases of land awaiting for future development (1,521,389,777) (1,313,465,880) (686,119,544) (976,993,895)

Net cash used in investing activities (3,084,774,137) (1,853,256,491) (380,231,159) (656,996,171)





101



(Unit: Baht)


(Restated)2013 2012

(Restated)Cash flows from financing activities

Interest expenses (347,903,226) (392,376,897) (291,740,650) (304,735,239)

Increase (decrease) in bank overdrafts and short-term loans from banks 35,659,011 (288,828,196) 43,154,080 (283,418,199)

Cash receipt from short-term loans from related parties 24,500,000 - 910,000,000 160,000,000

Repayment of short-term loans from related parties (24,500,000) - (410,000,000) (168,000,000)

Cash receipt from long-term loans 1,661,755,746 3,241,567,095 973,888,346 2,236,021,946

Repayment of long-term loans (1,097,175,557) (3,104,647,080) (937,935,557) (1,337,244,446)

Dividend paid to the Company’s shareholders (586,817,670) (693,434,330) (586,817,670) (693,434,330)

Dividend paid to non-controlling interests of the subsidiaries (115,605,310) (192,910,902) - -

Cash receipt from proceeds the investment in subsidiary 5,756,800 - - -

Cash receipt from non-controlling interests from increasing in share capital of the subsidiary - 296,015,000 - -

Net cash used in financing activities (444,330,206) (1,134,615,310) (299,451,451) (390,810,268)

Increase in translation adjustments 39,671,267 32,490,238 - -

Net increase (decrease) in cash and cash equivalents (654,842,579) 337,831,383 (103,213,179) (93,501,017)

Cash and cash equivalents at beginning of year 1,784,179,022 1,446,347,639 241,685,626 335,186,643

Cash and cash equivalents at end of year 1,129,336,443 1,784,179,022 138,472,447 241,685,626



102

Notes to consolidated financial statements

Notes to consolidated financial statementsAmata Corporation Public Company Limited and its subsidiariesFor the year ended 31 December 2013

1. Corporate information Amata Corporation Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand.

The Company is principally engaged in industrial estate development. The registered office of the Company is at 2126,

New Petchburi Road, Bangkapi, Huay Kwang, Bangkok.

2. Basis of preparation2.1 The financial statements have been prepared in accordance with Thai Financial Reporting Standards enunciated under

the Accounting Profession Act B.E. 2547 and their presentation has been made in compliance with the stipulations

of the Notification of the Department of Business Development dated 28 September 2011, issued under the Accounting

Act B.E. 2543.

The financial statements in Thai language are the official statutory financial statements of the Company. The financial

statements in English language have been translated from the Thai language financial statements.

The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accounting

policies.

2.2 Basis of consolidation

a) The consolidated financial statements include the financial statements of the Company and the following subsidiary

companies (“the subsidiaries”):

Company’s name Nature of businessCountry of

incorporationPaid-up capital as at

31 December Percentage of shareholding2013

Million Baht2012

Million Baht2013

Percent2012

PercentAmata City Co., Ltd. Industrial estate

developmentThailand 450 450 84 84

Amata Summit Ready Built Co., Ltd. Factory construction for rent

Thailand 400 400 49 49

Amata Water Co., Ltd. Production, distributionand treatment of waterfor industrial use

Thailand 80 80 100 100

Amata Facility Services Co., Ltd. Management service in common area

Thailand 15 15 91 91

Amata Asia Ltd. Holdings company Hong Kong 1 1(Thousand HKD)

100 100


103


Company’s name Nature of businessCountry of

incorporationPaid-up capital as at

31 December Percentage of shareholding2013

Million Baht2012

Million Baht2013

Percent2012

PercentThai-Chinese Rayong Industry Realty Development Co., Ltd. (21% held by the Company and 30% held by Amata City Co., Ltd.)

Factory construction for rent

Thailand 500 500 46 46

Amata VN Public Company Limited (2013: 44% held by the Company and 44% held by Amata Asia Ltd.) (2012: 44% held by the Company and 46% held by Amata Asia Ltd.)

Holding company Thailand 384 384 88 90

Amata (Vietnam) Joint Stock Company (70% held by Amata VN Public Company Limited)

Industrial estate development

Vietnam 365,996 365,996 62 63

(Million VND)

b) Subsidiaries are fully consolidated, being the date on which the Company obtains control, and continue to be consolidated

until the date when such control ceases.

c) The financial statements of the subsidiaries are prepared using the same significant accounting policies as the Company.

d) The assets and liabilities in the financial statements of overseas subsidiary companies are translated to Baht

using the exchange rate prevailing on the end of reporting period, and revenues and expenses translated using

monthly average exchange rates. The resulting differences are shown under the caption of “Exchange differences

on translation of financial statements in foreign currency” in the statements of changes in shareholders’ equity.

e) Material balances and transactions between the Company and its subsidiary companies have been eliminated from the

consolidated financial statements.

f) Non-controlling interests represent the portion of profit or loss and net assets of the subsidiaries that are not held

by the Company and are presented separately in the consolidated profit or loss and within equity in the consolidated

statement of financial position.

2.3 The separate financial statements, which present investments in subsidiaries and associates under the cost method, have

been prepared solely for the benefit of the public.

3. Change in accounting policy for investment properties including land-use rights with infrastructure systems and the adjustment for deferred tax calculation

3.1 Change in accounting policy for investment properties including land-use rights with infrastructure systems

According to TAS 40 (Revised 2009) Investment property, this accounting standard requires entities to choose to recognise

investment property either under the cost model or the fair value model. The entities could reclassify and recognise

investment property under operating leases to be investment property if that property is consistent with definition

of investment property and the entity choose to recognise with the fair value model. During the current year, the Company

and its subsidiaries change its accounting policy for investment properties including land-use rights with infrastructure

systems of Amata (Vietnam) Joint Stock Company which is a subsidiary company in Vietnam, from the fair value model

to the cost model in order to align the information presented in the financial statement with the information that the

management used in making an economic decision. The Company and its subsidiaries has restated the prior year’s financial

statements, presented as comparative information, to reflect the adjustment resulting from such change in accounting policy.


104


The Company presented the consolidated and separate statements of financial position as at 1 January 2012, presented

as comparative information, using the same accounting policy as well. The Company and its subsidiaries are unable to

determine the effect of the change in this accounting policy for the current year.

The amount of significant adjustment affecting the statements of financial position and income are as follows:

(Unit: Million Baht)

Consolidated statement of financial position Separate statement of financial positionAs at

31 December 2012 As at

1 January 2012As at

31 December 2012 As at

1 January 2012Assets

Increase in real estate development costs 358 385 - -

Increase in other current assets 43 34 - -

Decrease in investment properties (3,432) (3,224) (72) (42)

Decrease in deferred tax assets (70) (67) (47) (53)

Increase (decrease) in other

non-current assets 46 (54) - -

(3,055) (2,926) (119) (95)

Liabilities and shareholders’ equity

Increase in other current liabilities 29 43 - -

Decrease in land rental received in advance (2) (41) - -

Decrease in deferred tax liabilities (579) (551) - -

Increase in other non-current liabilities (21) (21) - -

Decrease in unappropriated retained

earnings (1,624) (1,486) (119) (95)

Decrease in other components of equity (48) - - -

Decrease in non-controlling interests

of the subsidiaries (810) (870) - -

(3,055) (2,926) (119) (95)


Consolidated statement of income Separate statement of incomeFor the year ended 31 December 2012

Increase in revenue from real estate sales 305 -

Increase in revenue from rental 5 -

Decrease in other income (267) (17)

Increase in cost of real estate sales 80 -

Increase in cost of rental 119 14

Decrease in income tax expenses (25) (6)

Decrease in other expenses (5) -

Profit attributable to:

Decrease in equity holders of the Company (138) (25)


105



Consolidated statement of income Separate statement of incomeIncrease in non-controlling interests of the subsidiaries 12 -

Basic earnings per share (Baht per share)

Decrease in profit attributable to equity holders of the Company (0.13) (0.02)

3.2 The adjustment of deferred tax assets calculation

During the current year, the Company found that deferred tax assets as at 31 December 2012 were understated by Baht 195

million because of the reclassification of revenue from promoted operations, which had the effect of increasing the profit

of the Company for the year 2012 by Baht 195 million (0.18 Baht per share). The cumulative effect of the adjustment

is separately shown in the statement of changes in shareholders’ equity.

4. New accounting standards Below is a summary of accounting standards that became effective in the current accounting year and those that will become

effective in the future.

(a) Accounting standards that became effective in the current accounting year

Accounting standards:

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

Financial Reporting Standard:

TFRS 8 Operating Segments

Accounting Standard Interpretations:

TSIC 10 Government Assistance - No Specific Relation to Operating Activities

TSIC 21 Income Taxes - Recovery of Revalued Non-Depreciable Assets

TSIC 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders

Accounting Treatment Guidance for Transfers of Financial Assets

These accounting standards, financial reporting standard, accounting standard interpretations and accounting treatment

guidance do not have any significant impact on the financial statements. However, during the third quarter of 2012 the

Company and its subsidiaries have early adopted TAS 12 Income Taxes before the effective date.

(b) Accounting standards that will become effective in the future

Effective dateAccounting Standards:

TAS 1 (revised 2012) Presentation of Financial Statements 1 January 2014

TAS 7 (revised 2012) Statement of Cash Flows 1 January 2014

TAS 12 (revised 2012) Income Taxes 1 January 2014

TAS 17 (revised 2012) Leases 1 January 2014

TAS 18 (revised 2012) Revenue 1 January 2014

TAS 19 (revised 2012) Employee Benefits 1 January 2014

TAS 21 (revised 2012) The Effects of Changes in Foreign Exchange Rates 1 January 2014

TAS 24 (revised 2012) Related Party Disclosures 1 January 2014

TAS 28 (revised 2012) Investments in Associates 1 January 2014


106


Effective dateTAS 31 (revised 2012) Interests in Joint Ventures 1 January 2014

TAS 34 (revised 2012) Interim Financial Reporting 1 January 2014

TAS 38 (revised 2012) Intangible Assets 1 January 2014

Financial Reporting Standards:

TFRS 2 (revised 2012) Share-based Payment 1 January 2014

TFRS 3 (revised 2012) Business Combinations 1 January 2014

TFRS 4 Insurance Contracts 1 January 2016

TFRS 5 (revised 2012) Non-current Assets Held for Sale and Discontinued Operations 1 January 2014

TFRS 8 (revised 2012) Operating Segments 1 January 2014

Accounting Standard Interpretations:

TSIC 15 Operating Leases - Incentives 1 January 2014

TSIC 27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease

1 January 2014

TSIC 29 Service Concession Arrangements: Disclosures 1 January 2014

TSIC 32 Intangible Assets - Web Site Costs 1 January 2014

Financial Reporting Standard Interpretations:

TFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities

1 January 2014

TFRIC 4 Determining whether an Arrangement contains a Lease 1 January 2014

TFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds

1 January 2014

TFRIC 7 Applying the Restatement Approach under TAS 29 Financial Reporting in Hyperinflationary Economies

1 January 2014

TFRIC 10 Interim Financial Reporting and Impairment 1 January 2014

TFRIC 12 Service Concession Arrangements 1 January 2014

TFRIC 13 Customer Loyalty Programmes 1 January 2014

TFRIC 17 Distributions of Non-cash Assets to Owners 1 January 2014

TFRIC 18 Transfers of Assets from Customers 1 January 2014

The Company and its subsidiaries’ management believe that these accounting standards, financial reporting standard,

accounting standard interpretations and financial reporting standards interpretations will not have any significant impact

on the financial statements for the year when they are initially applied.

5. Significant accounting policies5.1 Revenue recognition

a) Revenue from sales of real estate and land use rights with infrastructure systems

Revenue from sales of real estate and land-use rights with infrastructure systems (presented under the caption

of “Revenue from real estate sales” in the consolidated financial statements) are recognised as revenue in full when

the significant risks and rewards of ownership are passed to the buyer.

b) Sales of water

Sales of tap water and raw water, which are included in revenue from utility services, are recognised when water is

delivered to customers.


107


c) Rendering of services

Service revenues, which include waste water treatment and management of common areas of the industrial estates, which

are included in revenue from utility services, are recognised when services have been rendered taking into account the

stage of completion.

d) Rental income

Rental income which consists of land rental, rental of office building and factory building is recognised as an income on

straight-line basis over the lease term.

e) Dividends

Dividends are recognised when the right to receive the dividends is established.

f) Interest income

Interest income is recognised on an accrual basis based on the effective interest rate.

5.2 Cost of real estate sales and land-use rights with infrastructure systems

In determining the costs of real estate sales and land-use rights with infrastructure systems (presented under the caption

of “cost of real estate sales” in the consolidated financial statements), anticipated total development costs are attributed

to units already sold on the basis of the salable area.

5.3 Cash and cash equivalents

Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with an original maturity of

three months or less from the date of acquisition and not subject to withdrawal restrictions.

5.4 Trade and other receivables

Trade and other receivables are stated at the net realisable value. Allowance for doubtful accounts is provided for the

estimated losses that may be incurred in collection of receivables. The allowance is generally based on collection experience

and analysis of debt aging.

5.5 Real estate development costs and costs of land-use rights with infrastructure systems

Real estate development costs and costs of land-use rights with infrastructure systems (presented under the caption of “Real

estate development costs” in the consolidated financial statements) are valued at the lower of specific cost and net

realisable value. Cost included cost of land and expenses directly related to real estate development.

5.6 Investments

a) Investments in associates are accounted for in the consolidated financial statements using the equity method.

b) Investments in subsidiaries and associates are accounted for in the separate financial statements using the cost method.

The weighted average method is used for computation of the cost of investments.

In the event the Company and its subsidiaries reclassifies investments from one type to another, such investments will

be readjusted to their fair value as at the reclassification date. The difference between the carrying amount of the

investments and the fair value on the date of reclassification are recorded in profit or loss or recorded as other components

of shareholders’ equity, depending on the type of investment that is reclassified.

5.7 Investment properties

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition,

investment properties are stated at cost less accumulated depreciation and allowance for loss on impairment (if any).

Depreciation of investment properties is calculated by reference to their costs on the straight-line basis over estimated useful

lives of 5 - 44 years. Depreciation of the investment properties is included in determining income.


108


On disposal of investment properties, the difference between the net disposal proceeds and the carrying amount of the asset

is recognised in the income statement in the year when the asset is derecognised.

5.8 Property, plant and equipment/Depreciation

Land is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and allowance for loss

on impairment (if any).

Depreciation of buildings and equipment is calculated by reference to their costs on the straight-line basis over the

following estimated useful lives:

Land improvement - 5, 20 years

Buildings - 3 - 40 years

Fixtures and equipment - 3 - 20 years

Utility systems - 2 - 20 years

Motor vehicles - 5 - 15 years

Other assets - 5, 20 years

Depreciation is included in determining income.

No depreciation is provided on land and assets under construction.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are

expected from its use or disposal. Any gain or loss arising on disposal of an asset is included in the income statement

when the asset is derecognised.

5.9 Land awaiting for future development

Land awaiting for future development is valued at the lower of specific cost and net realisable value. Cost included costs of

land.

5.10 Related party transactions

Related parties comprise enterprises and individuals that control, or are controlled by, the Company and its subsidiaries,

whether directly or indirectly, or which are under common control with the Company and its subsidiaries.

They also include associated companies and individuals which directly or indirectly own a voting interest in the Company

and its subsidiaries that gives them significant influence over the Company and its subsidiaries, key management personnel,

directors, and officers with authority in the planning and direction of the Company and its subsidiaries’ operations.

5.11 Long-term leases

Leases of property, plant or equipment which transfer substantially all the risks and rewards of ownership are classified

as finance leases. Finance leases are capitalised at the lower of the fair value of the leased assets and the present value

of the minimum lease payments. The outstanding rental obligations, net of finance charges, are included in long-term payables,

while the interest element is charged to the income statement over the lease period. The assets acquired under finance

leases is depreciated over the useful life of the leased assets

Leases of property, plant or equipment which do not transfer substantially all the risks and rewards of ownership are classified

as operating lease. Operating lease payments are recognised as an expense in the income statement on a straight

line basis over the lease term.

5.12 Foreign currencies

The consolidated and separate financial statements are presented in Baht, which is also the Company’s functional

currency. Items of each entity included in the consolidated financial statements are measured using the functional currency

of that entity.


109


Transactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of the transaction. Monetary

assets and liabilities denominated in foreign currencies are translated into Baht at the exchange rate ruling at end of

reporting period.

Gains and losses on exchange are included in the income statement.

5.13 Impairment of assets

At the end of each reporting period, the Company and its subsidiaries performs impairment reviews in respect of the assets

whenever events or changes in circumstances indicate that an asset may be impaired. An impairment loss is recognised

when the recoverable amount of an asset, which is the higher of the asset’s fair value less costs to sell and its value in use,

is less than the carrying amount.

An impairment loss is recognised in the income statement.

5.14 Employee benefits

Short-term employee benefits

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

Post-employment benefits

Defined contribution plans

The Company, its subsidiaries and its employees have jointly established a provident fund. The fund is monthly

contributed by employees and by the Company and its subsidiaries. The fund’s assets are held in a separate trust fund

and the contributions of the Company and its subsidiaries are recognised as expenses when incurred.

Defined benefit plans

The Company and its subsidiaries have obligations in respect of the severance payments it must make to employees

upon retirement under labor law. The Company and its subsidiaries treat these severance payment obligations as a

defined benefit plan.

The obligation under the defined benefit plan is determined by a professionally qualified independent actuary based

on actuarial techniques, using the projected unit credit method.

Actuarial gains and losses arising from post-employment benefits are recognised immediately in the income statement.

5.15 Provisions

Provisions are recognised when the Company and its subsidiaries have a present obligation as a result of a past event, it is

probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable

estimate can be made of the amount of the obligation.

5.16 Income tax

Income tax expense represents the sum of corporate income tax currently payable and deferred tax.

Current tax

Current income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable profits determined in accordance with tax legislation.

Deferred tax

Deferred income tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts at the end of each reporting period, using the tax rate enacted at the end of the reporting period.

The Company and its subsidiaries recognise deferred tax liabilities for all taxable temporary differences while recognise deferred tax assets for all deductible temporary differences and tax losses carried forward to the extent that it is probable that future taxable profit will be available against which such deductible temporary differences and tax losses carried forward can be utilised.


110


At each reporting date, the Company and its subsidiaries review and reduce the carrying amount of deferred tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

The Company and its subsidiaries record deferred tax directly to equity if the tax relates to items that are recorded directly to shareholders’ equity.

6. Significant accounting judgments and estimates The preparation of financial statements in conformity with financial reporting standards at times requires management to

make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates affect reported amounts and disclosures; and actual results could differ from these estimates. Significant judgments and estimates are as follows:

Leases

In determining whether a lease is to be classified as an operating lease or finance lease, the management is required to use judgement regarding whether significant risk and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement.

Property plant and equipment investment properties and depreciation

In determining depreciation of plant and equipment, and investment properties the management is required to make estimates of the useful lives and residual values of plant and equipment and investment properties and to review estimate useful lives and residual values when there are any changes.

In addition, the management is required to review property, plant and equipment and investment properties for impairment on a periodical basis and record impairment losses when it is determined that their recoverable amount is lower than the carrying amount. This requires judgments regarding forecast of future revenues and expenses relating to the assets subject to the review.

Deferred tax assets

Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the temporary differences and losses be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of estimate future taxable profits.

Post-employment benefits under defined benefit plans

The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate.

7. Related party transactions The followings are relationships with enterprises and individuals that control, or are controlled by, the Company,

whether directly or indirectly, or which are under common control with the Company.

Name of entities Nature of relationshipsAmata City Co., Ltd. Subsidiary company

Amata Summit Ready Built Co., Ltd. Subsidiary company

Amata (Vietnam) Joint Stock Company Subsidiary company

Amata Water Co., Ltd. Subsidiary company

Amata Facility Services Co., Ltd. Subsidiary company

Amata Asia Limited Subsidiary company

Thai-Chinese Rayong Industrial Realty Development Co., Ltd. Subsidiary company


111


Name of entities Nature of relationshipsAmata VN Public Company Limited Subsidiary company

Amata B.Grimm Power Limited Associated company

Amata Natural Gas Distribution Co., Ltd. Associated company

Via Logistics Co., Ltd. Associated company

Amata Development Co., Ltd. Associated company

Strategic Engineering & Advance Logistics Services (Thailand)

Co., Ltd. Associated company of Amata Facility Services Co., Ltd.

Amata B.Grimm Power 1 Limited Subsidiary of Amata B.Grimm Power Limited

Amata B.Grimm Power 2 Limited Subsidiary of Amata B.Grimm Power Limited

Amata B.Grimm Power 3 Limited

Subsidiary of Amata B.Grimm Power Limited and 10% held

by the Company



by the Company



by the Company

Amata Power (Bien Hoa) Limited


by Amata (Vietnam) Joint Stock Company

Amata B.Grimm Power (Rayong) 1 Limited


by Amata City Co., Ltd.



by Amata City Co., Ltd.

Thai-Chinese Rayong Industrial Service Co., Ltd. Common directors

Vibharam Hospital (Amata Nakorn) Co., Ltd. Common directors (2012: associated company)

Kromadit Corp Co.,Ltd.

Family members are of major shareholders of the Company

are directors

Amata Foundation

Charity managed by the Company’s major shareholders and

directors

Kromadit Park Co., Ltd.

Family members of major shareholders of the Company are

directors

During the years, the Company and its subsidiaries had significant business transactions with related parties. Such

transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial

terms and bases agreed upon between the Company and those related parties.


Consolidated financial statements

Separate financial statements Transfer pricing policy

2013 2012 2013 2012Transactions with subsidiary companies

(eliminated from the consolidated financial statements)

Revenue from real estate sales - - - 223.4 Market price

Utility and rental income - - 28.3 26.2 Market price or contract price

Interest income - - 4.7 4.0 LIBOR+1% per annum and 5.25% per annum

Utility expenses - - 44.1 25.3 Contract price or as agreed upon

Interest expenses - - 11.2 0.3 2.5% - 3.5% per annum


112




Separate financial statements Transfer pricing policy

2013 2012 2013 2012

Transactions with associated companies

Revenue from real estate sales 243.6 - 243.6 - Market price

Revenue from rights of way 134.0 - 134.0 - Contract price

Utility and rental income 112.7 82.8 2.5 2.5 Market price or contract price

Interest income 3.8 - 3.8 - 6.5% per annum

Electricity expenses and other expenses 40.0 36.3 1.0 1.7 Market price or contract price

Transactions with related parties

Revenue from real estate sales 80.1 46.5 19.3 - Market price

As at 31 December 2013 and 2012, the balances of the accounts between the Company and those related companies

are as follows:


Consolidated financial statements Separate financial statements2013 2012 2013 2012

Other receivables - related parties (Note 10)

Subsidiary companies


Amata Asia Ltd. - - 7 2

Amata Water Co., Ltd. - - 1 1

Amata VN Public Co., Ltd. - - - 1

Others - - - 1

- - 8 5

Associated companies

Amata Natural Gas Distribution Co., Ltd. 14 5 - -

Amata B.Grimm Power 1 Limited 3 4 - -



Amata B.Grimm Power 4 Limited 70 - 70 -

Amata B.Grimm Power 5 Limited 70 - 70 -

Amata B.Grimm Power (Rayong) 1 Limited 2 - - -

Amata B.Grimm Power (Rayong) 2 Limited 2 - - -

165 13 140 -

Total 165 13 148 5


113




Prepaid land rental - related party

Kromadit Corp Co., Ltd. 71 66 - -

Total 71 66 - -

Other payables - related parties (Note 18)



Amata Facility Services Co., Ltd. - - 16 3

Amata City Co., Ltd. - - 5 -

Others - - 1 1

- - 22 4


Amata B.Grimm Power Limited

Amata B.Grimm Power 1 Limited - 1 - 1

Amata B.Grimm Power 2 Limited - 1 - -

2 2 - -

2 4 - 1

Related party

Kromadit Corp Co., Ltd. - 65 - -

Total 2 69 22 5

Advances received for purchase of land - related parties



Amata Summit Ready Built Co., Ltd. - - 38 -

Amata Water Co., Ltd. - - 16 16

- - 54 16

Related parties

Kromadit Corp Co., Ltd. 42 36 42 36

Amata Foundation 33 28 33 28

75 64 75 64

Total 75 64 129 80

Land rental received in advance - related parties


Via Logistics Co., Ltd. 25 26 25 26

Amata Natural Gas Distribution Co., Ltd. 13 14 10 11

Total 28 40 35 37


114


Loans to and loans from between the Company, its subsidiaries and related companies

As at 31 December 2013 and 2012, the balance of loans to and loans from between the Company, its subsidiaries and

related companies and the movements are as follows:



Balance as at 31 December 2012

During the year Balance as at31 December 2013Increase Decrease

Short-term loan to related party

Amata B.Grimm Power Limited - 164 (164) -

Short-term loan from related party

Thai-Chinese Rayong Industrial Service Co., Ltd. - 25 (25) -


Separate financial statements During the year

Balance as at 31 December 2012 Increase Decrease

Unrealised gains on exchange

Balance as at 31 December 2013

Short-term loans to related parties


Amata Asia Limited 150 - - 11 161

Amata VN Plc. - 4 (1) - 3

Related company

Amata B.Grimm Power Limited - 164 (164) - -

Total 150 168 (165) 11 164

Short-term loan from subsidiary companies

Amata City Co., Ltd. - 885 (410) - 475

Amata Facility Services Co., Ltd. - 25 - - 25

Total - 910 (410) - 500

Directors and management’s benefits

During the years ended 31 December 2013 and 2012, the Company and its subsidiaries had employee benefit expenses

payable to their directors and management as below.



Short-term employee benefits 118 89 62 55

Post-employment benefits 3 3 2 3

Total 121 92 64 58


115


Guarantee obligations with related parties

The Company has outstanding guarantee obligations with its related parties, as described in Note 30.2 (1) and 30.2 (2) to the

financial statements.

8. Cash and cash equivalents(Unit: Million Baht)


Cash 8 1 - -

Bank deposits 1,121 1,783 138 242

Total 1,129 1,784 138 242

9. Current investments - deposit at banks The balance represents deposits at banks of the subsidiary in Vietnam with terms of 3 months to 1 year and earning interest

at rates between 1.8% and 7.5% per annum (2012: 3.9% - 9% per annum).

10. Trade and other receivables The outstanding balances of trade and other receivables as at 31 December 2013 and 2012 are as follows:



Trade receivables - unrelated parties 221 165 - -

Other receivables - related parties (Note 7) 165 13 148 5

Other receivables - unrelated parties 132 88 47 31

Total 518 266 195 36

Less: Allowance for doubtful debts (10) (2) - -

Trade and other receivables - net 508 264 195 36

The balances of trade receivables as at 31 December 2013 and 2012, aged on the basis of due dates, are summarised below.



Age of receivables

Not yet due 180 134 - -

Past due

Up to 3 months 35 25 - -

Longer than 3 - 9 months 2 4 - -

Longer than 9 - 12 months 1 - - -

Longer than over 12 months 3 2 - -

Total 221 165 - -

Less: Allowance for doubtful debts (10) (2) - -

Trade receivables - net 211 163 - -


116


11. Real estate development costs Included in the balance as at 31 December 2013 is a part of the real estate development costs of Amata City Co., Ltd.

amounting to Baht 100 million (2012: Baht 97 million), of which ownership has yet to be transferred from the seller to this

company.

12. Investments in subsidiaries Details of investments in subsidiaries as presented in the separate financial statements are as follows:


Company’s name Cost Dividends received during the year2013 2012 2013 2012

Amata City Co., Ltd. 371 371 188 226

Amata Summit Ready Built Co., Ltd. 196 196 203 52

Amata VN Public Co., Ltd. 135 135 14 -

Amata (Vietnam) Joint Stock Company - - - 15

Thai-Chinese Rayong Industrial Realty Development Co., Ltd. 105 105 - -

Amata Water Co., Ltd. 80 80 - -

Amata Facility Services Co., Ltd. 14 14 3 1

Amata Asia Limited - - - -

Total 901 901 408 294

12.1 On 27 February 2013, a meeting of Amata Asia Limited’s Board of Directors passed a resolution approving the sale of 11,537,600

shares in Amata VN Plc. with a par value of Baht 0.5 each to the directors, executives, and employees of the Company,

Amata VN Plc. and Amata (Vietnam) Joint Stock Company, at a selling price of Baht 0.5 per share, totaling Baht 5.8 million.

As a result, the shareholding of the Company and its subsidiaries in Amata VN Plc. decreased from 90% to 88%.

The Company recorded the difference between the net book value of the investment and the selling price, amounting to

Baht 12 million, under the caption of “Deficit from change in shareholding of subsidiary” in other components of equity.

12.2 On 24 September 2012, a meeting of the Company’s Board of Directors passed a resolution approving the restructuring of

shareholding in certain subsidiaries, as summarised below.

1. Approved the Company and its subsidiaries’ subscription to 34,521,109 newly issued shares of Amata VN Public Company

Limited (“VN”) with a par value of 10 Baht each whereby the Company and its subsidiaries will make settlement for the

additional shares with 23,013,753 shares that they hold in Amata (Vietnam) Joint Stock Company (“AVN”) with a par

value of 10,000 Dong, or equivalent to Baht 15, per share. The swap ratio is approximately 1.5 newly issued shares of VN

per 1 share of AVN (“Share Swap”).

2. Approved the Company’s purchase of all 548,851 shares in VN held by Amata Water Co., Ltd. after the Share Swap, at

Baht 10 per share, or a total of Baht 5 million.

In addition to the Share Swap by the Company and its subsidiaries, other minority shareholders of AVN, altogether

holding 7.12% of total registered share capital of AVN, will also swap their shares for newly issued shares of VN. Therefore,

after completion of the restructuring of shareholding, the Company and its subsidiary will hold 89.83% of the total registered

capital of VN and VN will become a subsidiary of the Company and the major shareholder of AVN, holding 70% of its registered

share capital.


117


13. Investments in associates13.1 Details of associates:



Company’s name Country of

incorporation Shareholding percentage CostCarrying amounts based

on equity method

(Nature of business) 2013 2012 2013 2012 2013 2012

(%) (%)Amata B.Grimm Power Limited

(Produce and distribution for electricity) Thai 14 14 227 227 736 772

Amata Natural Gas Distribution Co., Ltd.

(Produce and distribution the natural gas) Thai 20 20 184 184 196 192



Amata Power (Bien Hoa) Limited

(Power station in Vietnam) Vietnam 14 14 100 100 114 104





Via Logistics Co., Ltd.

(Logistic services) Thai 21 21 36 36 18 24


(Produce and distribution for electricity) Thai 27 - 28 - - -


(Produce and distribution for electricity) Thai 27 - 28 - - -

Vibharam Hospital (Amata Nakorn) Co., Ltd.

(Medical services) Thai - 21 - 21 - 20

Strategic Engineering & Advance Logistics

Services (Thailand) Co., Ltd.

(Business consultant and service agent) Thai 23 - 2 - 3 -

Amata Development Co., Ltd.

(Sale and lease of property) Thai 43 43 - - - -

Total 945 908 1,416 1,459


118



Separate financial statements

Company’s name Country of

incorporationShareholding

percentage Cost

Allowance for impairment

of investments

Carrying amounts based on cost method - net

(Nature of business) 2013 2012 2013 2012 2013 2012 2013 2012

(%) (%)Amata B.Grimm Power Limited

(Produce and distribution for electricity) Thai 14 14 227 227 - - 227 227

Amata Natural Gas Distribution Co., Ltd.

(Produce and distribution the natural

gas) Thai 20 20 184 184 - - 184 184


(Produce and distribution for electricity) Thai 10 10 140 140 - - 140 140


(Produce and distribution for electricity) Thai 20 - 28 - - - 28 -


(Produce and distribution for electricity) Thai 20 - 28 - - - 28 -

Via Logistics Co., Ltd.

(Logistic services) Thai 21 21 36 36 (16) (10) 20 26

Vibharam Hospital (Amata Nakorn) Co., Ltd.

(Medical services) Thai - 21 - 21 - (1) - 20

Amata Development Co., Ltd.

(Sale and lease of property) Thai 43 43 - - - - - -

Total 643 608 (16) (11) 627 597

The Company has recorded its investment in Amata B. Grimm Power Limited, in which the Company’s shareholding is 14%,

as investments in associates. This is because the Company’s management has considered that the Company has significant

influence over this company as it has representatives in the Board of Directors of this company and takes part in making

operating policy decisions.

During the current year, the Company invested Baht 28 million each in Amata B.Grimm Power 4 Limited and Amata

B.Grimm Power 5 Limited, represented 20% of the registered share capital of those companies, and Amata Facility Services

Company Limited invested Baht 2 million in Strategic Engineering & Advance Logistics Services (Thailand) Company

Limited, representing 25% of its registered share capital.

In 2013, Vibharam Hospital (Amata Nakorn) Co., Ltd., an associated company in which the Company holds 21% of

registered share capital, passed a resolution to increase its registered share capital from Baht 100 million to Baht 500 million.

However, on 12 November 2013, a meeting of the Board of Directors of the Company passed a resolution to maintain

the number of shares it held (and not to increase its holding proportionately). As a result, the shareholding of the Company

in this company decreased to 4% of its registered capital, and the Company reclassified the investment in this company

to other investments (presented under the caption of non-current assets).


119


13.2 Share of profit/loss and dividend received

During the years, the Company recognised its share of profit/loss from investments in associated companies in the

consolidated financial statements and dividend income in the separate financial statements as follows:



Company’s name

Share of profit/(loss) from investments in associates during the years Dividend received during the years

2013 2012 2013 2012Amata B.Grimm Power Limited 11 40 - -

Amata Natural Gas Distribution Co., Ltd. 87 80 83 82


Amata Power (Bien Hoa) Limited 9 (5) - -

Amata B.Grimm Power (Rayong) 1 Limited (8) - - -

Amata B.Grimm Power (Rayong) 2 Limited (11) - - -

Amata B.Grimm Power 4 Limited (3) - - -

Amata B.Grimm Power 5 Limited (2) - - -

Via Logistics Co., Ltd. (6) (5) - -

Strategic Engineering & Advance Logistics Service

(Thailand) Co., Ltd. 1 - - -

Total 99 120 83 82


120


13.3 S

ummar

ised

finan

cial in

form

ation of ass

ociates

Fina

ncial infor

mation of th

e as

sociated

com

panies

is sum

mar

ised be

low.

(Unit:

Millio

n Bah

t)

Comp

any’s

name

Paid-

up ca

pital

as at

31 De

cembe

rTo

tal as

sets

as at

31 De

cembe

rTo

tal lia

bilitie

sas

at 31

Decem

ber

Total

reven

uesfo

r the

ye

ar en

ded 3

1 Dece

mber

Net p

rofit (

loss)

for th

e yea

r end

ed31

Decem

ber

2013

2012

2013

2012

2013

2012

2013

2012

2013

2012

Amata B.

Grim

m P

ower

Lim

ited

1,64

51,64

532

,054

20,820

24,600

14,023

15,678

9,52

011

232

5

Amata Na

tura

l Gas

Dist

ribution Co

., Ltd.

160

160

1,13

590

057

335

82,77

82,44

343

539

8

Amata B.

Grim

m P

ower

3 Lim

ited

1,40

01,40

06,11

55,82

54,46

14,77

63,37

982

820

510

1

Amata B.

Grim

m P

ower

4 Lim

ited

140

-1,39

5-

1,27

0-

--

(13)

-

Amata B.

Grim

m P

ower

5 Lim

ited

140

-76

3-

635

--

-(1

1)-

Amata Po

wer (

Bien

Hoa

) Lim

ited

44

367

275

2525

815

662

6012

(Milli

on U

SD)

Stra

tegic En

gine

ering &

Adva

nce Lo

gistics

S

ervic

e (T

haila

nd) C

o., L

td.

6-

14-

4-

29-

4-

Via Lo

gistics Co

., Ltd.

142

142

405

396

310

273

736

549

(27)

(20)

Amata De

velopm

ent C

o., L

td.

6868

3636

1619

1713

31

Amata B.

Grim

m P

ower

(Ray

ong)

1 Lim

ited

1,25

01,25

05,77

12,64

94,62

12,20

037

7-

(76)

(13)

Amata B.

Grim

m P

ower

(Ray

ong)

2 Lim

ited

1,25

01,25

05,63

22,85

24,51

53,40

21,21

3-

(110

)(1

7)

Vibh

aram

Hos

pital (

Amata Na

korn

) Co., L

td.

-10

0-

139

-3

--

-(1

)


121


14. Investment properties The net book value of investment properties as at 31 December 2013 and 2012, and 1 January 2012 is presented below.



Land Buildings for rentBuildings under

construction TotalAs at 31 December 2013:

Cost 575 2,871 118 3,564

Less: Accumulated depreciation - (622) - (622)

Net book value 575 2,249 118 2,942

As at 31 December 2012:

Cost 590 2,132 179 2,901


Net book value 590 1,666 179 2,435

As at 1 January 2012:

Cost 446 1,837 4 2,287


Net book value 446 1,486 4 1,936


Separate financial statements

Land Buildings for rentBuildings under

construction TotalAs at 31 December 2013:

Cost 258 289 - 547


Net book value 258 218 - 476

As at 31 December 2012:

Cost 258 289 - 547



As at 1 January 2012:

Cost 212 289 - 501




122


A reconciliation of the net book value of investment properties for the years 2013 and 2012 is presented below.



Net book value at beginning of year 2,435 1,936 491 460

Acquisition of assets 567 479 - -

Transfers 87 154 - 46

Depreciation charged (149) (118) (15) (15)

Disposals (10) (16) - -

Translation adjustments 12 - - -

Net book value at end of year 2,942 2,435 476 491

The fair value of the investment properties as at 31 December 2013 and 2012 stated below:



Land, factory and office buildings for rent 6,259 4,575 565 564

The fair value is estimated by independent appraisers. The fair value of property is not determined on the basis of market price

due to the particular nature of the property and a lack of comparative information. The independent appraisers therefore used

standard models to estimate the value of investment properties, such as the direct comparison method, discounted cash flow

approach and the direct return estimation method, etc.

As at 31 December 2013, Amata Summit Ready Built Co., Ltd. has pledged its investment properties amounting to Baht 1,709

million (2012: 1,648 million Baht) as collateral against its long-term loans as described in the Note 19 to the financial

statements.


123


15. P

ropert

y, pla

nt an

d equ

ipment

(Un

it: Mi

llion B

aht)

Cons

olida

ted fin

ancia

l stat

emen

ts

Land

Land

im

prove

ment

Build

ings

Furni

ture a

nd

equip

ment

Utilit

y sys

temMo

tor ve

hicles

Othe

r ass

etsAs

sets

unde

r co

nstru

ction

Total

Cost:

1 Ja

nuar

y 20

1246

3947

214

055

157

1716

01,48

2Ad

ditio

ns-

-3

233

14-

348

391

Disp

osals

--

(24)

(18)

-(7

)-

(2)

(51)

Tran

sfer

s in (T

rans

fers o

ut)

20-

764

77-

-(1

58)

1931

Dec

embe

r 201

266

3952

714

963

164

1734

81,84

1Ad

ditio

ns-

-2

51-

12

255

311

Disp

osals

--

(1)

(3)

-(2

)-

-(6

)Tr

ansfer

s in (T

rans

fers o

ut)

--

104

(3)

126

--

(284

)(5

7)Tr

ansla

tion ad

justmen

ts-

-6

--

--

28

31 D

ecem

ber 2

013

6639

638

194

757

6319

321

2,09

7

Accu

mulated

dep

reciation:

1 Ja

nuar

y 20

12-

1118

111

136

747

17-

734

Depr

eciatio

n for t

he yea

r-

636

1340

4-

-99

Depr

eciatio

n on

disp

osals

--

(16)

(18)

-(7

)-

-(4

1)31

Dec

embe

r 201

2-

1720

110

640

744

17-

792

Depr

eciatio

n for t

he yea

r-

746

1542

6-

-11

6De

prec

iatio

n on

disp

osals

--

(1)

(3)

-(2

)-

-(6

)Tr

ansla

tion ad

justmen

ts-

-2

--

--

-2

31 D

ecem

ber 2

013

-24

248

118

449

4817

-90

4Ne

t boo

k va

lue:

31 D

ecem

ber 2

012

6622

326

4322

420

-34

81,04

9

31 D

ecem

ber 2

013

6615

390

7630

815

232

11,19

3

Depr

eciatio

n for t

he yea

r20

12 (B

aht 5

9 milli

on in

clud

ed in

utili

ty cos

t, an

d the ba

lanc

e in adm

inist

rativ

e ex

pens

es)

9920

13 (B

aht 7

6 milli

on in

clud

ed in

utili

ty cos

t, an

d the ba

lanc

e in adm

inist

rativ

e ex

pens

es)

116


124


(Unit:

Millio

n Bah

t)

Sepa

rate f

inanci

al sta

temen

ts

Land

Land

im

prove

ment

Build

ings

Furni

ture a

nd

equip

ment

Utilit

y sys

temMo

tor ve

hicles

Othe

r ass

etsAs

sets

unde

r co

nstru

ction

Total

Cost:

1 Ja

nuar

y 20

1219

3510

110

210

434

176

418

Additio

ns-

--

152

--

6481

Disp

osals

--

(23)

(15)

-(5

)-

-(4

3)

Tran

sfer

s in (T

rans

fers o

ut)

15-

-3

--

-(3

)15

31 D

ecem

ber 2

012

3435

7810

510

629

1767

471

Additio

ns-

-1

11-

-3

5873

Disp

osals

--

-(2

)-

(2)

(1)

-(5

)

Tran

sfer

s in (T

rans

fers o

ut)

--

341

9-

-(4

4)-

31 D

ecem

ber 2

013

3435

113

115

115

2719

8153

9

Accu

mulated

dep

reciation:

1 Ja

nuar

y 20

12-

1033

8179

2817

-24

8

Depr

eciatio

n for t

he yea

r-

64

910

2-

-31

Depr

eciatio

n on

disp

osals

--

(16)

(15)

-(5

)-

-(3

6)

31 D

ecem

ber 2

012

-16

2175

8925

17-

243

Depr

eciatio

n for t

he yea

r-

65

1010

1-

-32

Depr

eciatio

n on

disp

osals

--

-(1

)-

(2)

--

(3)

31 D

ecem

ber 2

013

-22

2684

9924

17-

272

Net b

ook va

lue:

31 D

ecem

ber 2

012

3419

5730

174

-67

228

31 D

ecem

ber 2

013

3413

8731

163

281

267

Depr

eciatio

n for t

he yea

r

2012

(inc

lude

d in adm

inist

rativ

e ex

pens

es)

31

2013

(inc

lude

d in adm

inist

rativ

e ex

pens

es)

32


125


As at 31 December 2013, certain buildings and equipment items of the Company and its subsidiaries have been fully

depreciated but are still in use. The gross carrying amount before deducting accumulated depreciation of those assets

amounted to approximately Baht 485 million and the Company only of Baht 193 million (2012: Baht 435 million and Baht 166

million, respectively).

16. Land awaiting for future development Included in the balance as at 31 December 2013 is a part of the land awaiting for future development of the Company

and its subsidiary amounting to Baht 414 million and the Company only of Baht 38 million (2012: Baht 303 million and

Baht 35 million, respectively), of which ownership has yet to be transferred from the seller to the Company and its subsidiary.

17. Bank overdrafts and short-term loans from banks(Unit: Million Baht)

Interest rate (percent per annum) Consolidated financial statements Separate financial statements2013 2012 2013 2012

Bank overdrafts MOR-1.00% -MOR 67 17 64 6

Short-term loans from banks 3.40 - 4.00% 842 857 842 857

Total 909 874 906 863

18. Trade and other payables The outstanding balances of trade and other payables as at 31 December 2013 and 2012 are as follows:



Trade payables - unrelated parties 304 253 - -

Other payables - related parties (Note 7) 2 69 22 5

Other payables - unrelated parties 338 305 122 118

Total 644 627 144 123

19. Long-term loans These represent various long-term loans which the Company and its subsidiaries have obtained from banks.



Amata Corporation Plc. 5,096 5,060 5,096 5,060

Amata Summit Ready Built Co., Ltd. 1,252 1,105 - -

Amata City Co., Ltd. 360 - - -

Amata Water Co., Ltd. 65 44 - -

Total 6,773 6,209 5,096 5,060

Less: Current portion (1,387) (1,100) (1,102) (959)

Long-term loans - net of current portion 5,386 5,109 3,994 4,101


126


Movements in the long-term loans account during the year ended 31 December 2013 are summarised below.


Consolidated financial statements Separate financial statementsBalance as at 31 December 2012 6,209 5,060

Add: Additional borrowings 1,661 974

Less: Repayment (1,097) (938)

Balance as at 31 December 2013 6,773 5,096

The Company

As at 31 December 2013, the Company’s long-term loans from banks comprise credit facilities totaling Baht 4,858 million

(2012: Baht 8,620 million) under numerous agreements. Most of these loans carried interest at MLR minus certain

rate, as stipulated in the agreement. The loan principle is to be paid in quarter and interest is to be paid in every month. Full

settlement of these loans is to be made within October 2015 to November 2018 (2012: April 2013 to May 2018).

Subsidiaries

As at 31 December 2013, the subsidiaries’ long-term loans from banks comprise credit facilities totaling Baht 7,591 million

(2012: Baht 2,776 million) under numerous agreements. Most of these loans carried interest at MLR minus certain rate,

as stipulated in the agreement. The loan principle is to be paid in every quarter and interest is to be paid in every month.

Full settlement of these loans is to be made within March 2016 to September 2022 (2012: December 2015 to December 2020).

Some of the loan agreements stipulated certain covenants which, among other things, require the Company and its

subsidiaries to maintain certain debt to equity and debt service coverage ratios, and the Company and its subsidiaries

agreed not to mortgage or otherwise encumber the land with any other parties throughout the loan periods.

As at 31 December 2013, the long-term credit facilities of the Company and its subsidiaries which have not yet been drawn

down amounted to Baht 4,521 million and of the Company only of Baht 243 million (2012: Baht 2,637 million and Baht 806

million, respectively).

20. Statutory reserve Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside to a statutory

reserve at least 5 percent of its net profit after deducting accumulated deficit brought forward (if any), until the reserve reaches

10 percent of the registered capital. The statutory reserve is not available for dividend distribution. At present, the statutory

reserve has fully been set aside.

21. Revenue from rights of way In current year, the Company had revenue from Amata B.Grimm Power 4 Limited, and Amata B.Grimm Power 5 Limited

for the rights of way granted to enable them to construct transmission lines and laying down pipes along the roads in

the Company’s industrial estate amounting to Baht 67 million each. The rights carry no expiration date.

22. Revenue from forfeiture of advance received from customer In 2012, Amata City Co., Ltd. a subsidiary, forfeited an advance received from a customer who breached a land sales

and purchase agreement with the subsidiary. The subsidiary recorded this under the caption of “Revenue from forfeiture

of advance received from customer” in the income statement.


127


23. Income tax Income tax expenses for the years ended 31 December 2013 and 2012 are made up as follows:



(Restated)2013 2012

(Restated)Current income tax:

Current income tax for the year 247 452 - 209

Adjustment in respect of current income tax of previous year 5 38 - 38

Deferred tax:

Related to origination and reversal of temporary differences 107 (175) 158 (212)

Income tax expenses reported in the income statements 359 315 158 35

Reconciliation between income tax expenses and the product of accounting profit multiplied by the applicable tax rate for the

years ended 31 December 2013 and 2012.



(Restated)2013 2012

(Restated)Accounting income before tax 2,287 2,109 1,085 801

Applicable tax rate 16.5%, 20%, 25% 16.5%, 23%, 25% 20% 23%

Accounting income before tax multiplied

by applicable tax rate 633 591 217 184

Adjustment in respect of current income tax of

previous year 5 38 - 38

Tax effect of income and expense that are not

taxable income or not deductible in

determining taxable profit (279) (314) (59) (187)

Income tax expenses reported in the income

statements 359 315 158 35


128


The components of deferred tax assets and liabilities in the statements of financial position are as follows:


Consolidated financial statements Separate financial statementsAs at

31 December 2013

As at 31 December

2012(Restated)

As at 1 January

2012(Restated)

As at 31 December

2013

As at 31 December

2012(Restated)

As at 1 January

2012(Restated)

Deferred tax assets (liabilities)

Deposits and advances received

from customers 189 329 115 43 235 24

Unused tax loss 57 - - 57 - -

Revenue from rights of way (48) (25) (28) (33) (8) (9)

Provision for long-term employee

benefits 5 4 2 4 2 2

Revenue received in advance (222) (217) (174) - - -

Others 37 34 35 - - -

Total 18 125 (50) 71 229 17

Presented as

Deferred tax assets 203 308 89 71 229 17

Deferred tax liabilities (185) (183) (139) - - -

Total 18 125 (50) 71 229 17

In June 2013, a Vietnamese government agency approved the reduction of the corporate income tax rate from 25 percent

to 22 percent in 2014 and 2015, and then to 20 percent from 2016. The subsidiary in Vietnam reflected the changes in

tax rates in its deferred tax calculation, as presented above.

In October 2011, the cabinet passed a resolution to reduce the corporate income tax rate from 30 percent to 23 percent

in 2012, and then to 20 percent from 2013. In addition, in order to comply with the resolution of the cabinet, in December 2011,

the decreases in tax rates for 2012 - 2014 were enacted through a royal decree. The Company and its subsidiaries

have reflected the changes in the income tax rates in its deferred tax calculation, as presented above.

As at 31 December 2013, a subsidiary company has deductible temporary differences and unused tax losses totaling

Baht 21 million (2012: Baht 2 million), on which deferred tax assets have not been recognised as it believes future taxable

profits may not be sufficient to allow utilisation of the temporary differences and unused tax losses.


129


24. Expenses by nature Significant expenses by nature are as follows:



(Restated)2013 2012

(Restated)Cost of land and attributable development costs 1,539 2,901 559 1,348Changes in cost of real estate development costs and land

awaiting for future development 959 (1,123) 331 (601)Subcontract and maintenance services expenses for the

water production system 242 204 - -Raw water purchase 122 118 - -Salaries and wages and other employee benefits 268 213 134 123Specific business tax 172 136 83 65Land transfer fee and other taxes 125 72 36 41Depreciation and amortisation 277 228 55 54

Electricity expenses 109 97 1 2

During October 2013, the Company and its subsidiaries had been affected by the inundation in the Amata Nakorn Industrial Estate in Chonburi Province. The influence of the storm resulted to flooding on some parts of the road surface. The Company and its subsidiaries had gathered personnel, tools and equipment and had coordinated with clients and related government sectors to remedy the flooding until the situation returned back to normal. All expenses incurred to the Company and its subsidiaries from the flood relief amounting to approximately Baht 111 million, and of the Company only amounting to approximately Baht 80 million.

25. Promotional privileges The Company and its subsidiaries have received promotional privileges from the Board of Investment. Subject to certain

imposed condition, the privileges include an exemption from corporate income tax.

In 2013, the Company and its subsidiaries had revenues, determined in accordance with tax legislation, of promoted operations amounting to Baht 1,802 million, and of the Company only amounting to Baht 634 million (2012: Baht 2,960 million and Baht 428 million, respectively).

26. Basic earnings per share Basic earnings per share is calculated by dividing profit for the year attributable to equity holders of the Company (excluding

other comprehensive income) by the weighted average number of ordinary shares in issue during the year.

27. Segment information Operating segment information is reported in a manner consistent with the internal reports that are regularly reviewed by the

chief operating decision maker in order to make decisions about the allocation of resources to the segment and assess its performance.

Transfer prices between business segments are as set out in Note 7 to the financial statements.

The following tables present revenue, profit and assets information regarding the Company and its subsidiaries’ operating

segments for the year ended 31 December 2013 and 2012.


130


Busin

ess se

gmen

ts:

(Unit:

Millio

n Bah

t)

Indus

trial e

state

devel

opme

nt seg

ment

Utility

servi

ces se

gmen

tRe

ntal s

egme

ntElim

inatio

n of

inter-

segme

nt rev

enue

sCo

nsoli

datio

n20

1320

12(Re

stated

)20

1320

1220

1320

12(Re

stated

)20

1320

1220

1320

12(Re

stated

)Re

venu

e fro

m exter

nal c

ustomer

s5,34

34,10

01,25

31,06

656

844

7-

-7,16

45,61

3

Interseg

men

t rev

enue

s63

623

749

4541

37(7

26)

(319

)-

-

Total rev

enue

s5,97

94,33

71,30

21,11

160

948

4(7

26)

(319

)7,16

45,61

3

Segm

ent inc

ome

2,84

52,32

220

619

838

629

83,43

72,81

8

Unalloca

ted inco

me an

d ex

pens

es:

Reve

nue fro

m righ

ts o

f way

98-

Reve

nue fro

m fo

rfeitu

re o

f adv

ance

rece

ived fro

m cus

tomer

-24

8

Intere

st in

come

9612

2

Other

inco

me

148

107

Sellin

g ex

pens

es(4

26)

(282

)

Administ

rativ

e ex

pens

es(8

15)

(633

)

Shar

e of pro

fit fr

om ass

ociated co

mpa

nies

9912

0

Fina

nce co

st(3

50)

(391

)

Inco

me tax ex

pens

es(3

59)

(315

)

Profit for t

he yea

r1,92

81,79

4


131


(Unit:

Millio

n Bah

t)

Indus

trial e

state

devel

opme

nt seg

ment

Utility

servi

ces se

gmen

tRe

ntal s

egme

ntElim

inatio

n of

inter-

segme

nt rev

enue

sCo

nsoli

datio

n20

1320

1220

1320

1220

1320

12(Re

stated

)20

1320

1220

1320

12(Re

stated

)Inve

stmen

t pro

perties

--

--

3,54

02,79

7(5

98)

(362

)2,94

22,43

5

Prop

erty, p

lant and

equ

ipmen

t43

745

877

861

4-

-(2

2)(2

2)1,19

31,05

0

Unalloca

ted as

sets

18,068

17,529

Total a

ssets

22,203

21,014

Geo

grap

hica

l seg

men

ts:

(Unit:

Millio

n Bah

t)

For th

e yea

rs en

ded 3

1 Dece

mber

Segm

ent in

Thail

and

Segm

ent in

Overs

eas

Total

20

1320

12(Re

stated

)20

1320

12(Re

stated

)20

1320

12(Re

stated

)Re

venu

e 6,52

55,04

663

956

77,16

45,61

3

Segm

ent p

rofit

3,08

82,48

134

933

73,43

72,81

8

Inve

stmen

t pro

perties

2,44

62,07

749

635

82,94

22,43

5

Prop

erty, p

lant and

equ

ipmen

t 1,05

985

313

419

71,19

31,05

0


132


28. Provident fund The Company and its subsidiaries and their employees have jointly established a provident fund in accordance

with the Provident Fund Act B.E. 2530. The Company, its subsidiaries and their employees each contribute to the fund

monthly at the rate of 5 percent to 15 percent of basic salary. The fund, which is managed by Kasikorn Asset

Management Co., Ltd., will be paid to employees upon termination in accordance with the fund rules. During 2013,

the Company and its subsidiaries contributed Baht 8 million and the Company only of Baht 5 million (2012: Baht 7 million and

Baht 5 million, respectively) to the fund.

29. Dividends Dividends declared for the years ended 31 December 2013 and 2012 consisted of the following:

Dividends Approved by Total dividends Dividend per share(Million Baht) (Baht)

Interim dividends for 2013 Board of Directors’ meeting on 12 November 2013 267 0.25

Final dividends for 2012 Annual General Meeting of the shareholders on 22 April 2013 320 0.30

Total dividends for 2013 587 0.55

Interim dividends for 2012 Board of Directors’ meeting on 12 November 2012 267 0.25

Final dividends for 2011 Annual General Meeting of the shareholders on 20 April 2012 267 0.25

Total dividends for 2012 534 0.50

30. Commitments and contingent liabilities30.1 Long-term commitments

The Company

On 19 December 2005, the Company entered into an agreement with Amata Spring Development Company Limited (ASDL)

to lease and sell land in Amata Nakorn Industrial Estate to the latter for development of its golf course project. Pertinent terms

of this agreement are summarised below.

1. The Company agrees to lease 274,653 square wah (approximately 687 rais) of land to ASDL for an annual rental of Baht

2 million, commencing from 1 January 2010. The lease is for a period of 30 years and can be renewed on the same terms

for another 30 years after the expiration of the initial lease term.

2. The Company agrees to sell 46,443 square wah (approximately 116 rais) of land to ASDL at Baht 7,300 per square wah.

ASDL is to pay a deposit of Baht 30 million in 5 equal annual installments of not less than Baht 6 million per annum

commencing from the date ASDL obtains a land subdivision permit from the authorities. The balance is to be paid within

2 years after the transfer of the land to ASDL.

Amata (Vietnam) Joint Stock Company Limited

The subsidiary company had outstanding commitments to pay remuneration to the Vietnamese government agency

pursuant to the agreement as follows.

To lease land area of 225.34 hectare at the rate of USD 1,000 per hectare per annum and will increase 15 percent every

5 years commencing on 1 January 2006.

To lease land area of 22.7 hectare at the rate of VND 52.5 million per hectare per annum for the first five years, after

that it will be adjusted in accordance with approval of the Vietnamese government.


133


To lease land area of 12.58 hectare at the rate of VND 145 million per hectare per annum for the first five years, after that

it will be adjusted in accordance with approval of the Vietnamese government.

To lease land area of 15.39 hectare at the rate of VND 145 million per hectare per annum for the first five years, after that

it will be adjusted in accordance with approval of the Vietnamese government.

Amata Asia Limited

The subsidiary company had outstanding commitments to pay remuneration of USD 2.5 million for the receipt of the transfer

of the right from an unrelated company to jointly-develop an industrial area in overseas and to pay remuneration at a rate of

5% of rental received from the sub-lease.

Amata Water Company Limited

In order to facilitate the supply of sufficient water to meet consumer demand in Amata Nakorn Industrial Estate and Amata

City Industrial Estate, the subsidiary company has entered into several long-term agreements with other companies to

purchase raw water and production to tap water at prices and in quantity stipulated in the agreements, with the prices

subject to increase based on the Consumer Price Index. The agreements will expire between 2017 and 2030.

30.2 Guarantees

(1) As at 31 December 2013, the Company has guaranteed bank credit facilities of its subsidiaries up to the amount of

Baht 32 million (2012: Baht 32 million).

(2) As at 31 December 2013, there were outstanding bank credit facilities for a total of Baht 577 million issued by banks

on behalf of the Company to guarantee the joint investments in Amata B. Grimm Power 4 Limited and Amata B. Grimm

Power 5 Limited.

(3) As at 31 December 2013, there were outstanding bank guarantees of approximately Baht 24 million issued by

banks on behalf of the Company and its subsidiaries and the Company only of Baht 3 million (2012: Baht 21 million

and Baht 3 million, respectively) to guarantee electricity use and other contractual performance of the Company and its

subsidiaries.

(4) As at 31 December 2013, there were outstanding letters of guarantee for a total of Baht 740 million issued by banks to

the Industrial Estate Authority of Thailand to guarantee performance of the Company and its subsidiary and the

Company only of Baht 200 million (2012: Baht 493 million and Baht 198 million, respectively) under the agreement to

jointly-develop the Amata Nakorn Industrial Estate in Chonburi and the Amata City Industrial Estate in Rayong.


134


31. Operating lease for which the Company and its subsidiaries acts as a lessor The Company and its subsidiaries have several operating lease agreements in respect of the lease of land, office and factory

buildings. The terms of the agreements are generally between 6 months to 50 years. As at 31 December 2013, future minimum

rental income to be generated under these operating leases is as follows.



Less than 1 year 459 436 41 54

1 to 5 years 524 638 61 90

More than 5 years 372 347 238 235

32. Financial instruments32.1 Financial risk management

The Company and its subsidiaries’ financial instruments, as defined under Thai Accounting Standard No.107 “Financial Instruments: Disclosure and Presentations”, principally comprise cash and cash equivalents, trade and other receivables, loans, investments, trade and other payables and short-term and long-term borrowings. The financial risks associated with these financial instruments and how they are managed is described below.

Credit risk

The Company and its subsidiaries are exposed to credit risk primarily with respect to trade and other receivables and loans. The Company and its subsidiaries manage the risk by adopting appropriate credit control policies and procedures and therefore do not expect to incur material financial losses. In addition, the Company and its subsidiaries do not have high concentrations of credit risk since they have a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of trade and other receivables and loans as stated in the statement of financial position.

Interest rate risk

The Company and its subsidiary exposure to interest rate risk relates primarily to their cash at banks, current investments, bank overdrafts, loans, and short-term and long-term borrowings. However, since most of the Company and its subsidiaries’ financial assets and liabilities bear floating interest rates or fixed interest rates which are close to the market rate. The interest rate risk is expected to be minimal.

Foreign currency risk

The Company’s and its subsidiaries’ exposure to foreign currency risk is considered to be low since the majority of their business transactions are denominated in local currency.

32.2 Fair values of financial instruments

Since the majority of the Company and its subsidiaries’ financial instruments are short-term in nature or bear floating interest rates, their fair value is not expected to be materially different from the amounts presented in the statement of financial position.

A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable, willing parties in an arm’s length transaction. The fair value is determined by reference to the market price of the financial instrument or by using an appropriate valuation technique, depending on the nature of the instrument.


135


33. Capital management The primary objective of the Company’s capital management is to ensure that it has appropriate capital structure in

order to support its business and maximise shareholder value. As at 31 December 2013, the Group’s debt-to-equity ratio was 1.18:1 (2012: 1.36:1) and the Company’s was 1.70:1 (2012: 1.90:1).

34. Event after the reporting period On 16 January 2014, the Board of Directors Meeting of the Company resolved to approve the entering into the Freehold

and Leasehold Real Estate Investment Trust (“REIT”) transaction in principle whereby Amata Summit Ready Built Co., Ltd., a subsidiary, will enter into the sale and lease transactions with a trustee who acting on behalf of and for the benefit of the REIT. The transactions have approximate value not more than Baht 4,750 million (the final selling price will be mutually agreed between the contractual parties).

35. Approval of financial statements These financial statements were authorised for issue by the Company’s Board of Directors on 17 February 2014.


136

Amata City (Bien Hoa) Vietnam

Amata City, Bien Hoa is the premier choice for new facilities in Vietnam, Located on the Highway No. 1 of the southern economic hub with easy access to various transportation networks and educational work forces.

Mr. Yoot Rojvirasingh

Position in Amata Corporation PCL.• DeputyChiefBusinessOfficer

Age 50

Education• Master’sdegree inConstructionManagement,

ChulalongkornUniversity

• Master’sdegreeinMarketing, ThammasatUniversity

• Bachelor’sdegreeinCivilEngineering,


Other Current Positions -

Years of service in Amata Corporation PCL.• 7Months

Shares acquired None

Mr. Siew Ko Chuen

Position in Amata Corporation PCL.• SeniorVicePresidentofAccounting

&Finance,InformationTechnology andInvestorRelations

Age 46

Education• BachelordegreeinCommerce

(Accounting&Finance),

GriffithUniversity,Brisbane,Australia

• AssociateMemberofAustralian SocietyofCertifiedPublic

Accountant(ASCPA)

Other Current Positions• Director,AmataGlobalLtd.



Mr. Kasem Pornananrat

Position in Amata Corporation PCL.• VicePresident:

AmataICTProjectPresident

Age 45

Education• Master’sdegree inEngineeringManagement,

TheGeorgeWashingtonUniversity

• Bachelor’sdegree inElectricalEngineering,

KingMongkut’sInstitute

ofTechnologyLadkrabang



Shares acquired 69,000

Executives’ Biographies



138

Ms. Songchom Tangnawapan

Position in Amata Corporation PCL.• VicePresident/MarketingandSales

Age 52

Education• Bachelor’sdegreeinEnglish,

ThammasatUniversity

Other Current Positions • Director,Amata(Vietnam)

JointStockConpany

• Director,AmataVNPCL.

• Director,AmataGlobalLtd.

Years of service in Amata Corporation PCL.• 24years


Mr. Chairat Suwanvicharn

Position in Amata Corporation PCL.• VicePresident/Landand

GovernmentAffairs

Age 52

Education• Bachelor’sdegreeinlaw,

RamkhamhaengUniversity




Mr. Paradorn Songsuwan

Position in Amata Corporation PCL.• VicePresident/Engineering

Age 59

Education• Bachelor’sdegreeincivilengineering,

ChiangmaiUniversity

Other Current Positions • Director,AmataWaterCo.,Ltd

• Director,AmataFacilityServicesCo.,Ltd.

• Director,AmataSummitReadyBuiltCo.,Ltd.





139

Ms. Dendao Komolmas

Position in Amata Corporation PCL.• VicePresident/AccountingandFinance

Age 52

Education• Master’sdegreeinbusinessadministration,

NationalInstituteofDevelopment

AdministrationNIDA

Other Current Positions • Director,AmataFacilityServicesCo.,Ltd.

• Director,AmataSummitReadyBuiltCo.,Ltd.

• Director,Thai-ChineseRayongIndustrial

RealtyDevelopmentCo.,Ltd.

• Director,AmataGlobalLtd.

• InspectionCommittee,

Amata(Vietnam)JointStockCompany



Mrs. Varaporn Vatcharanukroh

Position in Amata Corporation PCL.• CompanySecretaryVicePresident/

Investment

Age 55

Education• Bachelor’sdegreeinaccounting,

ThammasatUniversity

• TrainingwiththeThaiInstitute

ofDirectorsAssociation(IOD)

-CompanySecretaryProgram,2003

-EffectiveMinuteTaking,2006

-BoardReportingProgram,2013

Other Current Positions • DirectorAmataDevelopmentCo.,Ltd.

• DirectorAmataMansionServiceCo.,Ltd.

• DirectorVIALogisticsCo.,Ltd.


Shares acquired 232,840

Mr. Kamjorn Vorawongsakul

Position in Amata Corporation PCL.• VicePresident/

RelationshipManagement

Age 58

Education• Master’sdegreein

businessadministration,

KasetsartUniversity






140

Mrs. Chindanat Pheschawong

Position in Amata Corporation PCL.• SeniorHumanResources&

AdministrationDepartmentManager

Age 57

Education• MasterDegreeinEducatio,



Years of service in Amata Corporation PCL.• 2years4months

Mr. Yasuo Tsutsui

Position in Amata Corporation PCL.• MarketingManager

Age 42

Education• Bachelor’sdegreeinEnglish,

KansaiGaidaiUniversityJapan





141

Mr. Chuchat Saitin

Position in Amata Water Co., Ltd.• ManagingDirector

Age 52


BuraphaUniversity

• Bachelor’sdegreeincivilengineering,

ChiangmaiUniversity

Other Current Positions • Director,AmataFacilityServicesCo.,Ltd.

• Director,Amata(Vietnam)JointStockConpany

• Director,AmataVNPCL.

Years of service in Amata Water Co., Ltd.• 12years

Mrs. Somhatai Panichewa

Position in Amata VN PCL.• DirectorandChiefExecutiveOfficer

Age 48

Education• Master’sdegreeinManagement,

SasinGraduateInstituteofBusinessAdministration,


Other Current Positions • ChairpersonofInvestmentBoard,AmataCorporationPCL.

• Director&CEO,AmataAsiaLtd.

• Director&President,Amata(Vietnam)JointStockCompany

• Director,AmataHoldingCo.,Ltd.

• Director,ChewathaiLtd.

• Director,GlobalEnvironmentalTechnologyCo.,Ltd.(GETCO)

• Director,AmataFoundation

Years of service in Amata Group• 9years

Executives’ Biographies (Subsidiaries)



142

Ms. Janjira Yamyim

Position in Amata Summit Ready Built Co., Ltd.• ManagingDirector

Age 46


BostonUniversityU.S.A.


Years of service in Amata Summit Ready Built Co., Ltd.• 9years

Mr. Aukkares Choochouy

Position in Amata Facility Services Co., Ltd.• ManagingDirector

Age 46


SouthwestMissouriStateUniversityU.S.A.

• Bachelor’sdegreeineconomics,ThammasatUniversity

Other Current Positions • Director,AmataNaturalGasDistributionCo.,Ltd.

• Director,StrategicEngineeringandAdvanceLogisticsServices

(Thailand)Co.,Ltd.

Years of service in Amata Group• 14years



143

List of Company’s Directors and Executives and Position Holding in Company Subsidiary, Associate and Other Company

Company Subsidiary Associated Company Other CompanyName

City

AVN

AW AFS

ASRB

AAsia

Amata

VN

Globa

lTC

RBIP

-D VIAVib

haram

(AN)

ANGD

ABPL

SEAL

SAB

P4AB

P5AB

P3BIP

-SAP

BHAB

PR1

ABPR

2

Dr.WissanuKrea-Ngam x

Mr.KeitaIshii /

Mr.VikromKromadit / /,// x / /

Mr.ChackchaiPanichapat / /,// x /

Mr.ViboonKromadit / /,// /,// /,// /,// / /

Mr.AnuchaSihanatkathakul / / / / / / / / /

Mr.NoppunMuangkote /

Assoc.Prof.

Dr.SomchetThinaphong /

Mr.VatanaSupornpaibul / / /

Mr.YootRojvirasingh *

Mr.SiewKoChuen * /

Mr.KasemPornananrat *

Ms.SongchomTangnawapan * / / /

Mr.ChairatSuwanvicharn *

Mr.ParadornSongsuwan * /,// /,// /,//

Mr.KamjornVorawongsakul *

Mrs.VarapornVatcharanukroh * / / /

Ms.DendaoKomolmas * /,// /,// / /


144

Remark City = AmataCityCo.,Ltd.

AVN = Amata(Vietnam)JointStockCompany

AW = AmataWaterCo.,Ltd.

AFS = AmataFacilityServicesCo.,Ltd.

ASRB = AmataSummitReadyBuiltCo.,Ltd.

AAsia = AmataAsiaLtd.

AmataVN = AmataVNPCL.

Global = AmataGlobalPte.Ltd.

TCR = Thai-ChineseRayongIndustrialRealtyDevelopmentCo.,Ltd.

BIP-D = AmataDevelopmentCo.,Ltd.

VIA = VIALogisticsCo.,Ltd.

Vibharam(AN) = Vibharam(AmataNakorn)HospitalCo.,Ltd.

ANGD = AmataNaturalGasDistributionCo.,Ltd.

ABPL = AmataB.GrimmPowerLtd.

SEALS = StrategicEngineeringandAdvanceLogisticsServices(Thailand)Co.,Ltd.

ABP4 = AmataB.GrimmPower4Ltd.



BIP-S = AmataMansionServiceCo.,Ltd.

APBH = AmataPower(BienHoa)Co.,Ltd.

ABPR1 = AmataB.GrimmPower(Rayong)1Ltd.

ABPR2 = AmataB.GrimmPower(Rayong)2Ltd.

X = Chairman

/ = Director

// = ExecutiveDirector

* = Executive


145

Directors in Amata Subsidiaries

Subsidiaries

Name

Amata City

Co., Ltd.

Amata (Vietnam)

Joint Stock

Company

Amata Water

Co., Ltd.

Amata Facility Services Co., Ltd.

Amata Asia Ltd.

Amata Summit Ready Built

Co., Ltd.Amata VN PCL.

Thai-Chinese Rayong

Industrial Realty Development

Co., Ltd.

Amata Global

Pte. Ltd.

Mr.ArsaSarasin X

Pol.Gen.ChavalitYodmani /,// X

Mr.SurinPitsuwan X

Mr.VikromKromadit /,// X

Mr.HaraldLink /

Mr.AnuchaSihanatkathakul / / / /

Mr.ChackchaiPanichapat /,// X /

Mr.ViboonKromadit /,// /,// /,// / /,// /,//

Mrs.SomhataiPanichewa / / /

Dr.WorapatrTodhanakasem / /

Mr.ParadornSongsuwan /,// /,// /,//

Mr.KamolchaiPattarodom /,//

Mr.ThanapatSornkul / /

Mr.ChuchatSaitin / /,// / /

Ms.SongchomTangnawapan / / /

Ms.JanjiraYamyim /,//

Ms.KarntimaCharoenchaiprasert /

Ms.DendaoKomolmas /,// /,// /,// /


146

Subsidiaries

Name

Amata City

Co., Ltd.

Amata (Vietnam)

Joint Stock

Company

Amata Water

Co., Ltd.

Amata Facility Services Co., Ltd.

Amata Asia Ltd.

Amata Summit Ready Built

Co., Ltd.Amata VN PCL.

Thai-Chinese Rayong

Industrial Realty Development

Co., Ltd.

Amata Global

Pte. Ltd.

Mr.SiewKoChuen /

Mr.AukkaresChoochouy /,//

Mr.ChoothongPatanatmarueng X,//

Mr.SantiPatanatmarueng /

Mr.ThaveechatJurangkool /

Mr.KornkritJurangkool /

Mrs.AjarieVisessiri /

Mr.MatsAndersLundqvist /

Mr.ChuThanhSon /

Mr.DoNgocSon / /

Mr.HuynhNgocPhien X /

Mrs.PhamThiThanhHuong /

Mr.NguyenMinhHuy /

PolGeneralChidchaiVanasatidya X

Mr.WangLicheng /

Mr.XiaoQiJing /

Mr.XuGenLuo /,//

Mr.ZhoaBin /,//

Remark X = Chairman / =Director // =ExecutiveDirector


147

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