VietNAm- the New PhAseamatav.listedcompany.com/misc/ar/20160418-amatav-ar2015-en-02.… ·...

AnnuAl RepoRt2015

AmAtA VN Public comPANy limited

VietNAm-the New PhAse

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Every business needs a home. If you are looking for a place to locate your business in Vietnam, Amata VN provides the answer. We are world’s leading industrial city developer and operator. We strive to make our locations an ideal home for investors with a full range of business options, support services and lifestyle attractions.

Vision: World’s Leading Industrial City Developer.

Mission:To Provide Reliable, Sustainable and State-of-the-Art Business Estates

Vision Mission

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สารบัญ

2The Chairman’s Message

4 Board of Directors

6 Directors’ Biographies

15 Policy and Company Overview

21Scope of Business

49 Risk Factors

55 Other Information

59 Major Shareholders

62 Dividend Policy

63 Management Structure

99 Corporate Governance

110 Corporate Social Responsibility

116 Internal Control and Risk Management

120 Related Party Transactions

128 Key Financial Ratio

130 Management Discussion and Analysis : MD & A

137 Report on the Board of Directors’ Responsibilities for Financial Statements

138 Report of the Audit Committee

141 Independent Auditor’s Report

143 Financial Statements

180 Executives’ Biographies (Subsibiaries)

190 List of Company’s Directors and Executives and Position Holding in Company, Subsidiary , Associate and Other Company

192 Directors in Amata Subsidiaries

content

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(Dr. Surin Pitsuwan)

THE CHAIRMAN’SMESSAGE

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To the Shareholders

The year 2015 was the year when our company

was affected by the world economic recession,

which despite improvements remains still fragile.

Especially, the manufacturing sector has sustained

a negative impact from the slum in international

trade, which has not recovered yet. Moreover, the

Thai economy still lacks sufficient supportive

factors to drive the country economic potential to

reach its highest level, an important obstacle to the

Thai export sector. All these negative conditions

naturally led to a slowdown in our industrial estate

business.

However, Amata did not give up but has put more

attention to expanding the industrial estate business

in the Socialist Republic of Vietnam (“Vietnam”),

where Amata believes in our further future success,

based on our over 20-year experience. Vietnam

has high potential in attracting foreign investors to

invest in the industrial estate, as evidenced by the

high figure of continuous increase of FDI each year.

Vietnam should be regarded as our bright future.

Besides, Amata has also focused in related

businesses in order to facilitate our clients in the

estate, such as education, communication,

telecommunication, and also industrial gas supply

service through joint ventures with specialized

companies for each business. As a result, Amata

could earn more recurring income.

In order to support the above mentioned investment,

our subsidiary companies have acquired more funds

through the Stock Exchange of Thailand (SET).

Amata Summit Ready Built Co., Ltd (ASRB) entered

into sale and lease transactions for properties with

a trustee acting on behalf of the trust, and the trust’s

units has been listed as securities by the approval

of SET.

The investment expansion follows the company’s

vision, to be the world’s leader in industrial estate

development, focusing in developing industrial

estate business as well as related businesses.

We have been operating in accordance with the

guidelines for “environmentally friendly and

sustainable development” under good corporate

governance. Consequently, we strongly believe that

our company will be sustainably successful.

On this occasion, I would like to thank all the

shareholders, investors, customers, stakeholders

and business partners for your continued support

and cooperation. I also would like to express my

gratitude to Amata’s management and employees

for their hard work, support and dedication they

have given to our company.

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BOARD OF DIRECTORS

DR. SURIN PITSUWAN

•Chairman

DR. HuyNH NGOC PHIEN

•ViceChairman

PROFESSOR DR. WARAPATR TODHANAkASEM

•Director

MRS. SOMHATAI PANICHEWA

•Director

•ChiefExecutiveOfficer

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MR. kAMPOl TATIyAkAvEE

•Director

•ChiefOperatingOfficer

MS. SONGCHOM TANGNAWAPAN

•Director

MRS. AjARIE vISESSIRI

•Director

•ChairmanoftheAudit Committee

MR. MATS ANDERS luNDqvIST

•Director

•MemberoftheAudit Committee

MR. DO NGOC SON

•Director

•MemberoftheAudit Committee

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Education• B.A. (Political Science), Claremont McKenna College, U.S.A.

• M.A. (Political Science), Harvard University, U.S.A.

• Ph.D.(MiddleEasternStudies),HarvardUniversity,U.S.A.Director training program• Director Accreditation Program (DAP), Year 2015Experience• SecretaryGeneralofASEAN,2008-2012

• HonoraryAdvisorandDistinguishedVisitingFellowatKingPrajadhipok

Institute

• MinisterofForeignAffairsfrom1997to2001

• Distinguished Visiting Fellow at Oxford UniversityPositions in listed companies• Chairman,AmataCorporationPcl.Positions in non- listed companies• ChairmanofTheInternationalInstituteforDemocracyandElectoral

Assistance (IDEA)

• ChairmanoftheBoardDirectorsandIndependentDirectorofBangkok

Dec-Con Public Company Limited

•ChairmanoftheBoardofDirectorsofStoneOnePublicCompany

Limited

• BoardofAdvisorsoftheCentreforHumanitarianDialogue

• ChairmanoftheBoardofDirectorsofINGRESSCORPORATION

BERHAD

• Professor Emeritus at Thammasat University

• Chairman of the Future Innovative Thailand InstitutePositions in rival companies/ related companies• NoneMeeting attendance in 2015• Board of Directors Meeting, 2 of 5 MeetingsNo. of years on the board• 5 months

AMATAv shareholding• None

Others information• Nolegaldisputewhichdoesnotcomplywiththequalificationofthe

director for listed company over the past 5 years

•Noconflictofinteresttransactionwiththecompanyinpastyears

DIRECTORS’BIOGRAPHIES

Type of director• IndependentDirector

• Authorizeddirectorwhocansign

to bind the company as specified

in AffidavitDirector Appointment Date• 11 August 2015Age• 66

DR. SuRIN PITSuWANCHAIRMAn

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Education• Bachelor’s degree ofScience inMathematicalEducation,

Hue University, Vietnam

•Bachelor’sdegreeofArt inMathematics,FacultyofScience,

Hue University, Vietnam

•Master’sdegreeofScience inWaterResourcesEngineering,

Asian Institute of Technology, Thailand

• Doctor’sdegreeofTechnicalScienceinWaterResourcesEngineering,

Asian Institute of Technology, ThailandDirector training program• Director Accreditation Program (DAP), Year 2014Experience• President, Amata (Vietnam) Joint Stock CompanyPositions in listed companies• NonePositions in non- listed companies• Chairman, Amata (Vietnam) Joint Stock CompanyPositions in rival companies/ related companies• NoneMeeting attendance in 2015• Board of Directors Meeting, 4 of 5 Meetings

• ShareholdersMeeting,0of1MeetingNo. of years on the board• 3years4months

AMATAv shareholding• None




Type of director• NonExecutiveDirector


to bind the Company as specified

in AffidaityDirector Appointment Date• 30August2012Age• 72

DR. HuyNH NGOC PHIENViCEChAirMAn

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Education• BachelorofLaw,ThammasatUniversity

• BachelorofEconomics(FistClasHonors),ThammasatUniversity

• MasterofBusinessAdministrationKelloggSchoolofManagement

Northwestern,UniversityEvanstonIllinoisUSA.

• MasterDegreeinEconomics.UniversityofIllinoisUrbana-Champaign

USA.

• Ph.D.inBusinessEconomics.UniversityofIllinoisUrbana-Champaign

USA.Director training program• DirectorCertificationProgram(DCP)

•DirectorAccreditationProgram(DAP)

• TheRoleofChairman(RCM)

• RoleoftheCompensationCommittee(RCC)Experience• ManagingDirector,TRISCorporationLimited(TRIS)

• ManagingDirector,TRISRatingCompanyLimited

• ExecutiveVicePresident,KasikornBankPublicCompanyLimitedPositions in listed companies• Chairman,PrimsiriPCL.Positions in non- listed companies• Chairman,PantavanijCo.,Ltd.

• President, InstituteofResearchandDevelopment forPublic

Enterprises of Thailand (IRDP)Positions in rival companies/ related companies• NoneMeeting attendance in 2015• BoardofDirectorsMeeting,4of5Meetings

• ShareholdersMeeting,1of1MeetingNo. of years on the board• 3years4months

AMATAv shareholding• 340,000Shares(0.04%)Others information• Nolegaldisputewhichdoesnotcomplywiththequalificationofthe






in AffidavitDirector Appointment Date• 30August2012Age• 66

PROFESSOR DR. WARAPATR TODHANAkASEMDIRECTOR

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Education• Master’sdegreeinmanagement,SasinGraduateInstituteofBusiness

Administration of Chulalongkorn UniversityDirector training program• DirectorCertificationProgram(DCP),Year2008

Experience• Chief Business Officer, Amata Corporation Public Company LimitedPositions in listed companies• Director,ATP30PublicCompanyLimitedPositions in non- listed companies• Director and President, Amata (Vietnam) Joint Stock Company

• Director, Chewathai Public Company Limited

• Director, Chewathai Interchange Company Limited

• Director,GlobalEnvironmentalTechnologyCompanyLimited

• Director, Chartchewa Company LimitedPositions in rival companies/ related companies• NoneMeeting attendance in 2015• Board of Directors Meeting, 5 of 5 Meetings

• ShareholderMeeting,1of1MeetingNo. of years on the board• 3years4months

AMATAv shareholding• 2,805,600shares(0.30%)




Type of director• ExecutiveDirector

•Authorizeddirectorwhocansign



MRS. SOMHATAI PANICHEWADIRECTORChiEfExECutiVEOffiCEr

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Education• Master Degree in Science in Industrial Engineering, The university of

Texas at ArlingtonDirector training program• DirectorCertificationProgram(DCP74/2006)Experience• CEO,PatayaFoodIndustriesLimited

• CEO,SiamFoodProductsPublicCo.,LtdPositions in listed companies• IndependentDirector,MuangthaiLeasingPublicCo.,Ltd

•Director,WeRetailPublicCo.,LtdPositions in non- listed companies• Director,Amata(Vietnam)JointStockCompany

•Director,AmataCityLongThanhJointStockCompanyPositions in rival companies/ related companies• NoneMeeting attendance in 2015• BoardofDirectorsMeeting,5of5Meetings

• ShareholdersMeeting,1of1MeetingNo. of years on the board• 1year5months

AMATAv shareholding• NoneOthers information• Nolegaldisputewhichdoesnotcomplywiththequalificationofthe



Type of director• ExecutiveDirector



in AffidavitDirector Appointment Date• 7September2014Age• 56

MR. kAMPOl TATIyAkAvEEDIRECTORCHIEF OPERATInG OFFICER

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Education• Bachelor’sdegreeinEnglish,ThammasatUniversityDirector training program• Director Accreditation Program (DAP)

Experience• Vice President, Marketing and Sales Department Amata Corporation

PCLPositions in listed companies• NonePositions in non- listed companies• Director, Amata (Vietnam) Joint Stock Company

• Director,AmataGlobalLtd.Positions in rival companies/ related companies• NoneMeeting attendance in 2015• Board of Directors Meeting 5 of 5 Meetings

• ShareholderMeeting,1of1MeetingNo. of years on the board• 3years4monthsAMATAv shareholding• 340,000Shares(0.04%)








MS. SONGCHOM TANGNAWAPANDIRECTOR

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Education• B.Sc. in Pharmacy (Second Class Honour) - Chulalongkorn University

• MBA - University of Wisconsin at Madison, U.S.A Director training program• DirectorCertificationProgram(DCP)

• DirectorAccreditationProgram(DAP)Experience• Director&MemberofExecutiveBoard-ACLBankPublicCompany

Limited

•Director&MemberofAuditCommittee-SmallBusinessCredit

GuaranteeCorporation

•Director&MemberofExecutiveBoard-GovernmentSavingsBankPositions in listed companies• NonePositions in non- listed companies• Director&ViceChairman-P&PInterCorporationCo.Ltd.Positions in rival companies/ related companies• NoneMeeting attendance in 2015• BoardofDirectorsMeeting,5of5Meetings

• AuditCommitteeMeeting,4of4Meetings

• ShareholderMeeting,0of1MeetingNo. of years on the board• 3years4months








MRS. AjARIE vISESSIRIDIRECTORCHAIRMAn OF THE AuDIT COMMITTEE

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Education• MBA,StockholmSchoolofEconomics,SwedenDirector training program• Director Accreditation Program (DAP)

Experience• Board Member, Scandinavian Leasing PLC. Positions in listed companies• NonePositions in non- listed companies• President, Pacific 2000 Recruitment Co., Ltd.

• CEO,Pacific2000(Singapore)InternationalRecruitmentsPte.Ltd.

• Director,SpicaCo.,Ltd.Positions in rival companies/ related companies• NoneMeeting attendance in 2015• Board of Directors Meeting, 4 of 5 Meetings


• ShareholdersMeeting,0of1MeetingNo. of years on the board• 3years







in AffidavitDirector Appointment Date• 14 December 2012 Age• 70

MR. MATS ANDERS luNDqvISTDIRECTORMEMBER OF THE AuDIT COMMITTEE

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Education• Bachelor’s degree, Faculty of Letras y Artes, University of La Habana,

CubaDirector training program• DirectorAccreditationProgram(DAP)Experience• AssistantMinister,DirectorGeneral,ForeignServices

•Ambassador,ForeignServicesPositions in listed companies• NonePositions in non- listed companies• Director,Amata(Vietnam)JointStockCompanyPositions in rival companies/ related companies• NoneMeeting attendance in 2015• BoardofDirectorsMeeting,3of5Meetings


•ShareholdersMeeting,0of1MeetingNo. of years on the board• 3years4months








MR. DO NGOC SON

DIRECTOR MEMBER OF THE AuDIT COMMITTEE

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History and Significant DevelopmentsAmataVNwasregisteredon30August2012asapubliccompanylimitedwiththefocusonoperatingasaHoldingCompany

business. The main businesses are developing, operating industrial estate and related investments in Vietnam. At present,

theCompanyhasonesubsidiarynamedAmataVietnamofwhichtheCompanyowns89.99%ofregistered,issuedand

paid-upshares.Currently,theCompanyhasregisteredandpaid-upcapitalworth467,500,000baht.

AmataVietnamregisteredasaJointVentureCompanywiththeinitialregisteredcapitalofUSD17,000,000tooperatethe

industrial estate business in Bian Hoa city under the project of Amata City (Bien Hoa). Such investment is jointly established

betweenagroupofThaiinvestorsnamelyAmataCorporationPLC(“AmataCorp”),themaininvestorholding55.30%

sharesaswellasthebusinesspartnersofAmataCorpholding14.70%(“Thaiinvestorgroup”),andSonadeziCorporation

(“Sonadezi”)accountingfor30%.Sonadeziisastate-ownedenterpriseestablishedundertheresolutionofPeople’s

CommitteeofDongNaiProvinceanditsmainbusinessistoinvestinthepropertydevelopmentlocatedinDongNai,

Vietnam as well as to develop the industrial estate and land for residential projects. Furthermore, Sonadezi also invests in

watersupplyproductionanddistributioninDongNai,andotherservicessuchasseaportmanagementandwastetreatement

maagement

Later, Amata Vietnam reorganized the shareholding structure between Amata Corp and some groups of Thai investors. In

theyear2009,AmataVietnamincreasedtheregisteredcapitalfromUSD17,000,000toUSD20,400,000tosupportthe

expansion of land developments for commercial and residential projects located at the entrance of industrial estate. With

this plan, it affected to Amata Corp and its wholly-owned subsidiaries namely Amata Water and Amata Asia (previously

namedAmataHongKongLtd.)holdingsharesbothdirectlyandindirectlyinAmataVietnamtotaling62.88%andnineThai

investorstotaling7.22%.

In September 2012, Amata Vietnam reorganized the shareholding structure especially the parts of which Amata Corp and

itssubsidiariesandThaiinvestorswhocumulativelyhold70%sharesbyselling69.99%sharesinAmataVietnamtothe

Company. With this regard, the Company settled via share swap, thus making the Company immediately turn out to be

themajorshareholderofAmataVietnambyholding69.99%sharesintotal.Inthemeantime,AmataCorpanditssubsidiaries

and Thai investors became the shareholders of the Company. Furthermore, Amata Corp purchased all of the Company’s

shares held by Amata Water after share swap transaction. At post restructuring, Amata Corp and Amata Asia held shares

totaling89.83%whereasThaiinvestorsheld10.17%.

Since Amata Corp realized the growth protential of industrial estate business in Vietnam, Amata Corp then formulated their

policy to spin-off the business by lising Company’s shares in the Stock Exchange of Thailand to allow the Company to get

access to potential funding sources for business expansion and mitigate the risk of relying their financing capabilities on

Amata Corp. Further to this intention, the Company obtained the approval from Amata Corp’s Board of Directors in the

MeetingNo.7/2012dated26December2012.

InJanuary2013,AmataCorphastheresolutiontoapproveAmataAsiatoselltheir1.50%sharesholdingintheCompany

at par value to the management, directors and employees of Amata Corp, the Company and Amata Vietnam as part of

share compensation scheme to increase morale and stimulate the sense of belongings as a shareholder. On top of that,

this strategy aims to help increase the talented employee retention to work with the Company for longer period. Having

incorporatedtheeffectofthissharesale,AmataCorpandAmataAsiaheld88.33%oftotalshareswhereasThaiinvestors

owned10.17%andagroupofdirectors,managementandemployeesheld1.50%intotal.

POlICy

AND COMPANy OvERvIEW

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Significant Developments

December1994 Amata Vietnam registered as a Joint Venture Corporation for the Development of Long Binh

ModernIndustrialEstate,referringtoInvestmentCertificatedatedon31December1994.The

company is certified to operate industrial estate development business on 100 hectares land

area (excluding the common road and infrastructure)

September1996 AmataVietnaminvestedinAmataPower(BienHoa)Ltd.,holding10.00%equity,tooperate

electricity generation business with the focused customers being factories in Amata City

(Bien Hoa) industrial estate

May2007 Amata Vietnam reforms into a Limited Liability Company to operate under Enterprise Law

and Investment Law and change its name to Amata (Vietnam) Co., Ltd.

Amata City (Bien Hoa) was granted additional area to operate the phase 1 and 2 of the project

withthetotalareaof361.98hectares

August2007 Amata Vietnam was granted Investment Certificate for Amata Commercial Complex project

onthetotallandareaof19.07hectares

AmataVietnamincreasedpaid-upcapitalbyUSD3,400,000toUSD20,4000,000

February2008 Amata City (Bien Hoa) was granted additional area for industrial estate development phase

2,makingup494.68hectaresoftotalgrantedarea

April2009 Amata Vietnam transformed to Joint Stock Company and changed the name to

Amata (Vietnam) Joint Stock Company

September 2011 Amata City (Bien Hoa) was granted additional area for industrial estate development phase

3,makingup513.01hectaresoftotalgrantedarea

August 2012 AmataVNwasregisteredon30August2012asapubliccompanylimitedwithinitialregistered

capital of THB 15,000

September 2012 AmataVietnamperformedshareholdingrestructuringbyhavingAmataVNacquiringalmost

69.99%sharesofAmataVietnamfromAmataCorpandsubsidiariesaswellasotherThai

investorsthroughshareswap,increasingthecompany’spaidupcapitaltoTHB384,315,000

whichisdividedinto38,431,500shareswithparvalueofTHB10pershare

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December 2012 The company increased registered capital from THB 384,315,000 to 460,000,000 and devalued

par from THB 10 per share to THB 0.5 for the purpose of public offering, registering into Stock

Exchange of Thailand (SET), and selling to the group’s directors, employees, and to particular

group of people

Amata Corp’s board of directors approved on 26 December 2012 to spin off Amata VN by

listing the company in the Stock Exchange of Thailand (SET)

January 2013 Amata Corp’s board of directors canceled the plan to sell 11,537,600 shares to group’s directors,

employees, and particular group of people but decided to have Amata Asia sell its 11,537,600

shares of Amata VN at par value THB 0.5, totaling THB 5,768,800 to particular group of people

and directors of Amata Corp, Amata VN, and Amata Vietnam.

November 2014 The company reduced registered capital to cancel the registered capital that had not yet been

paid, from THB 460,000,000 to 384,315,000 and increased paid-up capital by THB 83,185,000

to 464,500,000 in order to accomdate IPO

The company’s directors approved to proceed the bidding for Amata Vietnam share acquisition

from Sonadezi, which back then held 30% shares in Amata Vietnam

May 2015 The company bought 20% of Amata Vietnam total shares from Sonadezi, after which the

company effectively held 90% shares of Amata Vietnam

July 2015 Amata City Long Thanh Joint Stock Company was founded on 10 July 2015 with initial paid-

up capital of VND 1,213,305.2 million at par value of VND 10,000 per share. This is a Joint

Venture between Amata VN and Amata Vietnam with 35% and 65% holding respectively. The

purpose of establishment is to develop industrial estates under projects “Amata City Long

Thanh” and “Amata Service City Long Thanh” in Dong Nai province.

October 2015 Amata VN approved to increase paid-up capital in Amata City Long Thanh Joint Stock Company

for the purpose to execute Amata Service City Long Thanh project. Paid-up capital of Amata

City Long Thanh Joint Stock Company increased to VND 1,494,328.0 million

December 2015 Amata VN PCL has been listed in the Stock Exchange of Thailand since December 16, 2015

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Group’s Shareholding Structure

Amata Corp

Amata Water

Amata VN (Registered Capital 467.5 million Bhat)

Amata Vietnam(Registered Capital 365,996.4 million Dong)

Amata Power (Bien Hoa) Ltd.(Registered Capital

705,333.3 million Dong)

Amata City Long Thanh JSC(Registered Capital

1,213,305.2 million Dong)

Amata Asia

Sonadezi

100%

36.87%

89.99%

36.21%

35%

100%

10%

10%

100 Share

0.0003%

65%

Relationship with major shareholders’ business group Amata Corporation PCL

Is the major shareholder in Amata VN and Amata subsidiaries companies. Amata Corp develops industrial estate

and related business in Thailand. In case of the future business expansion to other countries, Amata Corp and its

subsidiaries will be investors, but not in Vietnam. In Vietnam, Amata Corp will invest through Amata VN PCL.

Amata VN PCL

Is the Amata Corp’s holding subsidiary company. At present, the company has a policy to invest in industrial estate

and real estate development focusing in Vietnam. The company also has no policy to invest outside Vietnam.

Amata (Vietnam) JSC

Is Amata VN subsidiary company, with the shareholding of Amata VN and Sonadezi which is Dongnai’s state enterprise

the ratio of 89.99% and 10% respectively. At present, Amata (Vietnam) have a policy to develop industrial estate and

related business mainly in Dongnai, including the present Amata City (Bien Hoa) and Amata Commercial Complex

and also the future expansion as well as new projects in Dongnai.

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Amata City Long Thanh JSC

Is a joint venture between the company and Amata Vietnam, formed up for developing the industrial estate under the

name of “Amata City Long Thanh” in Dongnai, Long Thanh City, with an area approximately 410 hectares (2,562.5

Rai), and the commercial project under the name of “Amata service City Long Thanh” in Dongnai, Long Thanh City

with an area approximately 122 hectares (762 Rai). At the present, both projects are under the precess of land

acquisition from the government and utility development.

Consideration of the company’s size in applying for registration as a holding company

Since the company operates as a holding company, the company needs to consider the criteria for the design and

offering of new shares in accordance to the Capital Market Commissioner regulations of 28/2551 about the permission

in the new stock sale on 15th December 2008 and the SEC at 20/2555 about the consideration on size of company

related to approval for company that undertakes business by holding shares in other companies (Holding Company)

to offer for sale of newly issued shares on 27th August 2012, including additional amendment (called “Holding Company

Announcement”) that specify the qualification of a holding company.

After the calculation, the company meets all qualifications according to the announcement as the details below.

Terms announced by the Holding Company

Features of the Company

The subsidiary‘s main business is the size compared to the size of the company

(The company’s total assets less investments in associates and other companies)

Total Assets of the Company

> 25.0% 98.5%

The company‘s main business is the size compared to the size of the company

(The company’s total assets less investments in other companies)


> 75.0% 98.5%

Company size compared to the size of the company

(Investments in other companies)


< 25.0% 1.5%

Note : Calculated from the consolidated financial statement as at 31 December 2015. Investment in other company is

the investment in Amata Power (Bien Hoa) Ltd. (71.8 million baht).

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Business TargetThe company’s business target is to develop and manage the leading industrial estate in Vietnam. The company focuses

on maintaining the international standard and high quality industrial estate, providing complete services, in order to be the

first choice for leading manufacturers and sustain its ability to set a premium price. Besides, the company has the target

to expand the industrial estate area to cope with the demand of the leading manufacturers who would like to invest in

Vietnam, and generate continuous revenue stream of the company.

Moreover, the company is aware of the environmental and social responsibilities, and focus on the development under the

concept of “Perfect Smart City”, to let the factories and the communities happily stay together. This will lead the industrial

estate to become a perfect city with a worthy resource management.

In addition, the company places importance on human resource development, manages under good corporate governance

together with social responsibility and treat all stakeholders fairly and equally. The goal is to create wealth and long-term

value for our shareholders.

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SCOPE

OF BUSINESS

Revenue structure of the Company and its SubsidiariesSince the Company operates as a holding company, the Company’s source of income has been contributed from Amata

Vietnam only. The Company has no revenue from other business. Therefore, the revenue structure of the Company can

be mainly derived from that of Amata Vietnam.

Revenue structure of the Company can be summarized as follows:

For the year ended

31 December 2013 31 December 2014 31 December 2015

Million Baht % Million Baht % Million Baht %

Revenues

Revenue from real estate sales 1/ 329.69 45.6 180.92 27.6 320.15 39.5

Revenue from rental and utility services 2/ 308.96 42.7 367.97 56.1 407.72 50.4

Interest income 82.09 11.4 80.98 12.3 40.72 5.0

Gains from foreign exchange rate 1.33 0.2 0.49 0.1 2.56 0.3

Other income 1.01 0.1 25.37 3.9 38.50 4.8

Total revenues 723.08 100.0 655.73 100.0 809.65 100

Note: 1/ including revenue from long-term land lease in the industrial estate zone and long-term land lease in the

commercial and residential areas

2/ including revenue from leasing of ready-built factories, rental revenue of Amata Service Center, and utility

services fee

Types of Business and Service of the Company and its SubsidiariesAmata Vietnam’s income comes from 5 main businesses as follows :

1. Industrial Land Lease

2. Ready Built Factories (RBF)

3. Commercial and Residential Land Lease

4. Office Rental Services

5. Infrastructure Services

From the total allocated project area around 700 Hectares (or 4,375 rais), Amata Vietnam has already been granted the

Investment Certificate from Dong Nai Industrial Zone Authority (DIZA) on 532-hectare area (or 3,325 rais) of which

513-hectare area (or 3,206 rais) is for the industrial estate project and 19.1-hectare area (or 119 rais) is for the commercial

one under the Amata Commercial Complex project. Currently, Amata is in the process of obtaining the Investment Certificate

approval for additional area of 30 hectares (or 188 rais) by the year 2016.

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However, Amata Vietnam has not considered requesting for the permission to operate the business on the additional area

of 138 hectares (or 863 rais). Amata Vietnam will take it into consideration when appropriate and needed. With regard to

the valid period of Investment Certificate of the remaining area, it will effectively count once Amata Vietnam finishes the

approval application process with the related

On 31 December 2015, the total industrial estate areas approximately 513 hectares (or 3,206 rais) are comprised of the

projects in phase 1 2A 2B 2D 2E and 3A. Amata Vietnam has signed the land lease agreement with the governmental unit

of Dong Nai province to develop this project, of which 423-hectare area (or 2,644 rais) has been completed. The remaining

area of 90 hectares (or 750 rais) in the project phases of 2E and 3A are still in the process of land expropriation. However,

Amata Vietnam expects to finish such process and can enter into the land lease agreement for project phase 3A totaling

area of 64.5 hectares by the year 2016.

Regarding to the land approval and allocation process, Amata Vietnam has been granted so from Dong Nai Industrial Zone

Authority (DIZA) for each project phase. After having been allocated, the government will expropriate the land and then

Amata Vietnam can enter into the land lease agreement for that area. However, there might be a difference between the

actual land allocated area and what is stated in the contract due to the variation in measurements in some land boundary

areas or difficulties arising from land expropriation. As such, Amata Vietnam will negotiate with the governmental authorities

to make the adjustments in the lease contract if any differences exist.

Industrial Land Lease

Amata Vietnam’s core business is to develop industrial estates and subdivide the estate into land plots for sale to investors

who seek to find land plots for factory construction. To pursue that, Amata Vietnam leases vacant land from the government

to develop and re-lease developed land plots to customers. The normal lease term is 50 years counting from Investment

Certificate approval. The customers leasing the land plots from Amata Vietnam will take over the remaining land use right

which will terminate upon Investment Certificate expiration.

As of 31 December 2015, Amata City (Bien Hoa) has the developed areas of industrial estates totaling 423 hectares

(or 2,644 rais) which are comprised of the project phase 1 2A 2B 2D and 2E. Above all, Amata Vietnam has its own policies

to allocate 30-35% of industrial estate areas for developing the utility service systems and common areas of green land.

Hence Amata Vietnam has net leasable area around 65-70% of the areas stated in the land lease agreement with the

government. As of 31 December 2015, Amata Vietnam has net leasable areas of 308.0 hectares (or 1,925 rais).

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The land allocation of Amata City (Bien Hoa) project of Amata Vietnam as of 31 December 2015 can be concluded

as follows.

Unit : HectaresArea per IC

(1)Common Areas and Utility

(2)Leasable Area

(1)-(2)

Developed area 423.0 115.0 308.0

Non-developed area

(under land expropriation)90.0 40.9 49.1

Total 513.0 155.9 357.1

For the leasable area, Amata Vietnam allocated 265.2 hectares or 86.1% of total leasable area for lease and 19.9

hectares 6.5% of total leasable area for ready-built factory. Moreover, the area of 6.2 hectares is already booked

by customers. Hence, the area of 10.8 hectares or 3.5% of total leasable area is the remaining leasable area as the

table below.

Hectares %

Total leasable area 308.0 100.0

Area allocated for lease 265.2 86.1

Ready-built factory 19.9 6.5

Booked 6.2 2.0

Non-leasable area 5.9 1.9

Remaining leasable area 10.8 3.5

Ready Built Factories (RBF)

Amata Vietnam also offers RBF for the customer segment that requires flexibility, and speed and wants to avoid huge

initial capital investment, though, seek premium quality factory for short-term use.

Apart from providing a wide variety of choices to serve Amata Vietnam customers’ needs, Ready-Built Factories

provision is another source of recurring income to Amata Vietnam on top of their main cash flow generated from the

land lease. Also, a company can formulate a strategy for land management through Ready-Built Factories service as

an approach to create more values to the incomplete pieces of land by developing into the Ready-Built Factories and

renting out to the particular group of customers who look for the medium size of land.

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The detail of Amata Vietnam’s RBF as of 31 December 2015 can be concluded as follows.

Units Total Area (Sqm.) Usable Area (Sqm.)

Sold RBF 21 107,319 48,754

RBF Available for Rent

Rented 51 189,711 103,727

Reserved 1 2,290 1,524

Vacant 3 6,871 4,571

Total Available RBF 55 198,872 109,822

Total RBF 76

Amata Vietnam has a policy to develop ready-built factories considering demand and supply. When ready-built

foctories of Amata Vietnam are all occupied, Amata Vietnam will then build additional 3-6 ready-built factories at a

time to accommodate more client’s demand in the future.

Commercial and Residential Land Lease

Amata Vietnam is granted Investment Certificate (IC) from People’s Committee of Dong Nai in 2007 to develop

commercial and residential real estate on 19.1-hectare land plots under 50-year leasehold agreement ending 21

August 2057.

Amata Vietnam operates this project under the name “Amata Commercial Complex”, the project site of which is

located at the entrance of Amata City (Bien Hoa) industrial estate and attached to Highway number 1. Furthermore,

location wise, the project has high potential as the project site is situated in Bien Hoa district which contains over

1,000,000 population and only 5 kilometers away from Bien Hoa city.

Amata Vietnam has initiated the idea to develop the Amata Commercial Complex project to complement the Amata

Vietnam industrial estate business by upscaling the industrial estate profile under the slogan of “Perfect Smart City”.

In addition, Amata Commercial Complex project will be comprised of the commercial areas such as shop, showroom,

restaurant, and residential areas such as apartment, villa for executives, office building, hotel, hospital/clinic, school

and sports and entertainment complex.

Example RBF customers of Amata Vietnam

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The details of Amata Vietnam’s commercial and residential areas as of 31 December 2015 are as follows.

Area Leaseable area Remaing Area for Lease

(Sqm) (Sqm) % (Sqm.) %

Commercial and office 66,648 23,558 1/ 35.3 43,090 64.7

Residential 43,660 - - 43,660 100.0

School 8,062 - - 8,062 100.0

Hospital/Clinic 6,900 - - 6,900 100.0

Sport Complex 5,460 - - 5,460 100.0

Total 130,730 23,558 35.3 107,172 82.0

Common Area 38,410

Project Infrastructure 14,420

Green Area 7,100

Total 190,660

Note: 1/ included area of Amata Service Center 6,640 Sq.m

Office Rental Services

Amata Vietnam also engages in office rental services, which is located in the Amata Commercial Complex under the

name Amata Service Center. Amata Service Center is a 5 stories building situated on at 6,640 sqm land plot, with

7,286 sqm leasable area, out of this total leasable area, Amata Vietnam also use this space as its own office, and

then lease out the rest to other tenants. Moreover, Amata Vietnam also have another 230 sqm meeting room for rent

as well, in order to better facilitate the tenants of office building and also enhance more recurring income.

Honda Car Showroom Lotte Mart Hyper Market

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Currently, Amata Service Center has 17 tenants, excluding Amata Vietnam itself, with details of leasable areas as of

31 December 2015 can be concluded as follows:

Area

(Sqm) %

Area used by Amata Vietnam 780 15.3

Leased Area 3,459 68.0

Reserved Area - -

Vacant Leasable Area 850 16.7

Total 5,089 100.0

Conference Room 92

Common Area 2,104

Total Area 7,285

Infrastructure Services

Amata Vietnam has developed superb infrastructure services in order to support its client’s world class standard in

manufacturing, where the details of its infrastructure in Amata City (Bien Hoa) can be concluded as follows.

Road System : Standardizes ferro-concrete road

Width:52 meters for the main road and 24 meters for secondary roads and

can support 2-4 lanes

Electricity System : Electricity from Vietnam Electricity (EVN), which is a state-owned enterprise

that responsible for generating electricity for the area through its sub-branch

that is situtated within Amata City Estate with electricity power of up to 120

MVA

Back up power resource from Amata Power ( Bien Hoa ) Ltd with generating

capacity of 12 MW

Water System : Water from Dong Nai Water Supply Construction Company with water

supply capacity of 31,000 m3

Waste Water Treatment : Amata Vietnam has invested in waste water treatment system that met

international standard and can treat waste water up to 12,000 m3 per day

Telecommunication System : 3 Telecom operators which can handle unlimited land lines

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Amata Vietnam charges service management fee with its tenants in the industrial estates, ready built factories, and

commercial complex. Amata Vietnam will charge monthly utilities fee per area leased. For the water, Amata Vietnam

will charge the amount incurred by the tenant, as well as the waste water treatment fee. However, for the electricity,

tenants will pay directly to Amata Power (Bien Hoa), which is the operator in this case.

The income from infrastructure services is arecurring and stable income and cash flows for Amata Vietnam. Amata

Vietnam charges infrastructure service fees from clients on the monthly basis and will consider for adjustment to the

rate apecified by Amata Vietnam and infrastructure providers every years.

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Marketing and Competition Marketing Policy and Nature

Customer Profile and Target Group

Amata VN’s main customers and target groups were multinational corporations and overseas companies in need

of infrastructure and public utility of international standard. Amata VN’s major customers were mostly in the

industries with high production technology and using mainly machinery in the production.

Samples of customers in Amata VN’s industrial estate business

As at 31 December 2015, customers in Amata VN’s industrial estate comprised 148 clients in industrial factories,

which were mainly from Japan or 68 companies, accounting for 46.0%.18 and 13 industrial factories were from

Taiwan and Korea, accounting for 12.0% and 9.0%, respectively.

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Country %

Japan 46

Taiwan 12

South Korea 9

USA 6

Vietnam 6

Singapore 4

Thailand 2

India 1

Netherland 1

Switzerland 1

Austria 1

German 1

Others 10

Total 100

Type of industries of the clients in Amata VN’s industrial estate was relatively diversified. As at 31 December

2015 type of industries of the clients can be categorized as follows:

Industry type %

Automobile, machinery, steel,

plastic and rubber 36

Garment and textiles 15

Chemicals and paints 12

Electronics and electrical

appliances9

Food and drink processing 6

Consumable goods 6

Packaging and printing 5

Furniture and wood products 3

Transportation and services 3

Others 5

Total 100

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Sales, Distribution Channel and Marketing Strategy

Amata VN’s marketing strategy was direct sales through its sales teams. Sales teams were separated between

industrial estate business and land lease for commercial and residential zones as target groups of these businesses

were different. Different strategies were then adopted for each business for maximum efficiency. Apart from

direct sales through its sales teams, Amata VN also procured customers through agency with compensation in

form of commission fee.

Amata VN was among the first industrial estate developers in Dong Nai province. Together with the high quality

and standard of Amata VN’s industrial estate which partly contributed to good reputation of Dong Nai province,

Amata VN, therefore, had a good relationship with the province and related governmental entities, e.g. Dong Nai

Industrial Zone Authority (DIZA), investment promotion entities, trade offices and other authorities, and was

continually supported by such entities. Additionally, Amata VN utilized online and printed media as well as

occasionally participating in exhibitions for advertising and public relations purpose.

Moreover, Amata VN had a policy to focus on nurturing a long-term relationship with its customers, both from

the development of high quality industrial estate to respond to the needs of customers and consistently good

services both before and after sales. Such services included providing advices and recommendation in various

aspects, e.g. assisting and coordinating with Amata VN’s clients in the application for the investment certificates

and other licenses required for their businesses. From the excellency of its industrial estate and comprehensive

services which well responded to the needs of the customers, Amata VN’s customers were continually satisfied

with its services. This was an important factor which attracted new clients through referral from the existing

customers and created confidence to Amata VN’s customers.

Presently, Amata VN started the joint marketing with Amata Corp to increase marketing cannel and to maximize

the use of resources of Amata Group as a whole. If the clients of Amata Corp wished to expand their business

to Vietnam, Amata Corp would closely advise and liaise with Amata VN’s sales teams. Amata VN expected that

this joint marketing would continually increase the number of clients and sales to the Company in the future. It

would compensate Amata Corp in form of commission fee as if Amata Corp was another agency company. In

addition, Amata VN did joint marketing with its alliances, including Sonadezi and Itochu Corporation, in form of

agents for Amata VN.

From the excellency of its industrial estate and comprehensive services which well responded to the needs of

the customers, Amata VN’s industrial estate became a premium-grade project which could demand higher price

of services compared with most of other industrial estates in the surrounding areas. As the rate of long-term

lease of land for industrial estates in Dong Nai province had continually risen, Amata VN had a policy to analyze

demand and supply of land in its industrial estate to target the long-term lease of land each year, and to determine

its land rental rate for maximum benefit to the Company. Apart from price determination based on demand and

supply, Amata VN also considered competition capability of its long-term rates compared with those of nearby

industrial estates for price determination. It would assess its remaining land together with the land price of other

industrial estates to adjust its long-term land rental rate regularly.

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Industry Overview and Competition

Industry Outlook

Industrial estate was considered the most important fundamental factor for an establishment of the production

base of operators in various industries. Trend of each industry, therefore, inevitably had a direct impact on the

industrial estate industry in Vietnam. Apart from domestic economic condition, industry growth also depended

upon world economy, especially the countries with free trade and economic system such as Vietnam. Decent

economic condition would increase consumption rate of the population, allowing the operators in various industries

to expand their production base to increase the production capacity to serve the consumers’ needs, thereby

increasing demand in the areas in industrial estate.

Overview of Economy and Investment of Vietnam

Vietnam was situated on the western part of Indochina Peninsula, covering total of approximately 331,150

square kilometers. The northern part was adjacent to China, the western part adjacent to Laos, the southwest

adjacent to Cambodia, and the eastern part with long coast adjacent to South China Sea. Hanoi was the

capital of Vietnam, and was the center of the nation’s government and the hub for the northern commerce.

However, Ho Chi Minh City was Vietnam’s most important economic city, the hub of trading and services,

import-export and investment. Vietnam was governed under socialist system with one political party, i.e.

Communist Party of Vietnam. The country’s population stood at 91 million people, which was ranked the

third of the southeast Asia region (“Region”) after Indonesia and the Philippines, and was ranked the 14

globally. Its official national language was Vietnamese and English as the second language.

Most industrial estates in Vietnam were the areas where the government, private sectors, or a joint venture

between the government and the private sectors allocated the land for factories to operate systematically

within the same zones. Infrastructure and utilities were provided to the factories and staff in the industrial

estates, i.e. road, electricity, water, telecommunication and waste water treatment systems as well as other

facilities, etc. It was intended for appropriate city layout, and to solve environmental problem and city

congestion. Additionally, it allowed for the distribution of income and civilization to the region. Currently,

the industrial estate business had continually grown and tended to continue to grow in the future, as driven

by the investment expansion of domestic private sectors and foreign direct investment (FDI) in response

to consistent growth in domestic consumption demand and the expansion of export market. As at 2014,

according to the Market Potential Index of Global Business Knowledge, a research and information center

of Michigan State University, USA, which analyzed investment attractiveness of various countries around

the world based on several fundamental factors, e.g. size of the country, population, readiness of the

infrastructure, country risk, economic and consumption growth, etc., it scored investment attractiveness of

Vietnam at 24, which was ranked the 50 globally, and the 15 in Asia, close to the Region’s competitors,

i.e. Indonesia which was ranked the 39 , Thailand which was ranked the 45 and the Philippines which

was ranked the 47 . However, based mainly on the economic growth, Vietnam would be ranked the 7

globally and in Asia, which was more distinguished than Thailand, Indonesia and the Philippines which were

ranked the 11 , the 13 and the 17 , respectively.

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Moreover, another crucial factor which would support the operating performance of the industrial estate

developers in the future is the governmental policy which comprised the limitation of the number of granted

industrial estates in the future and the requirement for a number of factories in the country which were

situated outside the industrial estates to relocate to the industrial estates for an orderliness of the country

and for better quality of life of the population. At present most factories which were still outside the industrial

estates were operated by domestic private sectors while those of the foreign investors were mostly situated

within the industrial estates.

According to the Foreign Investment Agency, in 2014, foreign direct investment in Vietnam stood at

approximately USD 21,920 billion, or an average growth of more than 24% in the past 10 years.

Vietnam’s consistent growth of the investment from the private sectors and its attractiveness to foreign

investors were the result of high and continually growing economic potential attributable to the economic

and social reform according to “Doi Moi” Policy which commenced in 1986 to adjust itself with the world’s

open economy system in order to open goods, services and investment market to the foreign countries.

Rules, regulations, law and governmental mechanism were amended to conform with the regulations of

the international organizations, e.g. World Trade Organization (WTO), the Association of South East Asian

Nations (ASEAN), Asia-Pacific Economic Cooperation (APEC) and the ASEAN Economic Community

(AEC), etc. Simultaneously, Vietnam continued to hold the policy to prevent the use of domestic assets

and natural resources as well as protecting certain businesses such as telecommunication, weaponry, etc.

Another factor attracting foreign investment was the country’s diversified climate and geography, allowing

Vietnam to be rich in valuable natural resources such as natural gas, oil and minerals, e.g. coal, steel,

copper, and to be suitable for agriculture. Vietnam was ranked the first exporter of black pepper and coffee

worldwide, and was rank the second rice exporter after Thailand.

Moreover, Vietnam entered into various free trade agreements, i.e. Vietnam-EU Trade Agreement (FTA)

and Trans-Pacific Strategic Economic Partnership Agreement (TPP). These agreements helped attracted

foreign investors to the country for increasing export.

In the past, Vietnam’s export market had consistently risen at the average growth rate of 21% p.a. In 2009

- 2014 its export value totaled approximately USD 150,000 million, which was the highest in the history.

Most exports were products manufactured by foreign operators invested in Vietnam.

Another reason for Vietnam to become production hub for export and to attract investment from foreign

investors was the relatively low labor wage compared with several countries in Asia region. In 2014 Vietnam’s

minimum wage stood at USD 1,220 p.a., which was ranked the fourth lowest wage of the countries with

competiveness in Asia after Indonesia, India and Laos. In addition to labor wage which was relatively lower

than average, the country was full of working age population (15 - 64 years old), which was accounted for

more than 70% of total population.

The government also focused on continual education and skill development of the population, as illustrated

by the population’s literacy rate of more than 90.3% and internet accessibility rate of 39.5% which was

higher than those of several countries in the Region.

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In addition to labor advantage, transportation and logistics system was another factor vital to the foreign

investors. One advantage of Vietnam was its 3,444 kilometer border with South China Sea, the world’s

major shipping route connecting with the east Asia region, in the east. The S-shape coast was suitable

for the construction of maritime logistics system as well as deep-water seaport to support the export to

nearby countries, e.g. Thailand, Malaysia, Singapore, the Philippines, Indonesia, China, Hong Kong, Taiwan,

Japan, South Korea and world market. According to the Trade and Investment Manual of Vietnam

prepared by the Department of Export Promotion, the Ministry of Commerce, at present there were

17 commercial seaports in Vietnam, supporting 15 million tons of goods per day. Major seaports were:

1. Saigon Port, the largest port in Vietnam, situated in Ho Chi Minh City in the southern part of the country.

It supported 10 million tons of goods p.a.

2. Da Nang Port, a major port in the central region, situated in Da Nang. It supported 8 million tons of

goods p.a. Currently the government had a policy to push forward this port to be the fifth largest port

of the world.

3. Haiphong Port, the second largest port of the country, situated in Haiphong in the northern part of

Vietnam. It supported 7-10 million tons of goods p.a.

4. Tan Cang Cai Mep Port, a major port in the southern region, situated on Cai Mep Estuary in Ba Ria

- Vung Tau Province. It supported 1-2 million tons of goods p.a.

In term of air transportation, Vietnam had four international airports, including one under development, as

follows:

1. Tan Son Nhat International Airport, the largest airport of the country, situated only 7 kilometers far from

Ho Chi Minh City. It supported approximately 600,000 tons of goods transportation in 2010 according

to the report by Airports Council International.

2. Da Nang International Airport, situated in Da Nang in the central part of the country approximately 2.5

kilometers far from the center of Da Nang.

3. Noi Bai International Airport, situated approximately 30 kilometers far from Hanoi in the northern part

of the country.

4. Long Thanh International Airport, situated in Dong Nai Province in the southern part of Vietnam,

approximately 30 kilometers far from Ho Chi Minh City. When phase 1 construction is completed in

2023, it will be the largest airport in southeast Asia. It is expected to support 80-100 million passengers

and around 5 million tons of goods transportation p.a.

Inland transportation network was vital to the connection of water and air transportation systems. It also

strengthened domestic logistics system. Presently Vietnam’s road network was 210,000 kilometers,

comprising approximately 14,935 kilometers of highway connecting with neighboring countries, e.g. the

northern part connecting with China, a large and high potential market of the world, and the western part

connecting with Laos whose economy grew continuously. However, road traffic congestion in the city and

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insufficient road network which connected among the cities were major obstacles to the domestic

transportation. The government, therefore, planned to construct several expressways and additional road

network, as well as to standardize all public highway. Apart from the development of domestic inland

transportation network, the government of Vietnam also jointly planned with the government of four countries

in the Mekong River Sub-Region, i.e. Thailand, Laos, Cambodia and Myanmar, in the development of the

East-West Economic Corridor (EWEC) to connect Vietnam, Laos, Thailand and Myanmar, with the

destination in Da Nang, Vietnam and Mawlamyine, Myanmar. This would be the route connecting South

China Sea with Andaman Sea which was considered a major nautical route of the world. Additionally, the

Southern Economic Corridor (SEC) would be developed to connect Vietnam, Cambodia, Thailand and

Myanmar, with the destination in Vung Tau and Quy Nhon, Vietnam, and Dawei (Tavoy), Myanmar. The

development of these two economic corridor projects would not only reduce transportation cost and

increase the transportation efficiency but also increase the investment in Vietnam to respond to the expansion

of trade along the economic corridor, regional trade and export to the world market.

To support foreign investment, a crucial mechanism supporting economy of Vietnam, the government

facilitated domestic investment by foreign investors by granting the foreign investors to hold 100% shares

in several businesses. Simultaneously, tax privileges were granted to domestic private investors and

foreign investors.

In addition to the above factors illustrating the potentials of Vietnam, the Asean Economic Community

(AEC) which would take place in 2015 was another factor which would help strengthen the potential and

competition capability of the country. The Asean Economic Community was the integration of 10 countries

within the Region, i.e. Thailand, Myanmar, Laos, Vietnam, Malaysia, Singapore, Indonesia, the Philippines,

Cambodia and Brunei, for the economic unity of member countries, which would help increase their bargaining

power and position in the world economic forum. Four major aspects of the blueprint were 1) a single market

and production base, 2) a highly competitive economic region, 3) a region of fair economic development,

and 4) a region fully integrated into the global economy. An achievement of such blueprint included free

trade and services, facilitation of capital and labor movement as well as standardization of various rules

and regulations, e.g. economic policy, customs’ regulations and standard of goods quality, etc. Apart from

increasing the investment by domestic and foreign investors in response to the need of large consumer

base of the AEC which covered 621 million people in total, the Asean Economic Community would also

cause the increase in the movement of production base from other countries in the Region to Vietnam to

obtain benefits from several strengths of the country, such as low labor cost, rich natural resources and

efficient logistics system for the export to China and the world market.

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Overview of the Economic Hubs in Vietnam

Key economic hubs of Vietnam were situated in three regions as follows:

1. Northern Economic Region

The northern region was divided into 26 provinces while the economic hubs consisted of seven

provinces, i.e.Ha Noi, Quang Ninh, Hai Phong, Hai Duong, Hung Yen, Vinh Phuc and Bac Ninh.

Strong points of the northern economic region were its connection with China, site for major cities

which were Hanoi, the country’s capital, and Hai Phong, a major industrial and port city. Industries

with investment potential were electronics and electrical appliances, machinery, auto parts,

construction materials, etc.

2. Central Economic Region

The central region was divided into 19 provinces while the economic hubs consisted of five

provinces, i.e. Thua Thien Hue, Quang Nam, Quang Ngai, Binh Dinh and Da Nang City. Strong

points of the central economic region were its beautiful scenery and rich natural resources.

Key economic center was Da Nang. Industries with investment potential were petroleum,

chemicals, plastics, heavy industry, tourism and related services.

3. Southern Economic Region

The southern region was divided into 19 provinces while the economic hubs consisted of eight

provinces, i.e. Ho Chi Minh City, Binh Duong, Ba Ria - Vung Tau, Dong Nai, Tay Ninh, Binh Phuoc

and Long An. Ho Chi Minh City was the region which could attract the highest investment from

overseas. In 2014 the southern economic region was the region with the most involvement in

economic development, attracting more than 58% of foreign direct investment, and accounting

for more than 40% of the country’s gross domestic product.

(Northern Key Economic Region)

(Southern Key Economic Region)

(Central Key Economic Region)

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Investment Overview of Dong Nai Province

For the distinguished provinces targeted by the investors who wanted to invest in Vietnam, apart from Ho

Chi Minh City, the country’s most prominent economic center, and Hanoi, the commercial hub in the northern

region, Dong Nai was another alternative with high investment potential, as considered from the continually

increasing number of projects and investment value of foreign investors. In 2014 the number of projects

by new investors stood at 86 projects with a total value of as much as USD 638 million, ranked the 7

provinces with the highest foreign direct investment.

According to the statistics from the General Statistic Office of Vietnam, during the first ten months of 2015,

the investment in Dong Nai by foreign investors was ranked the third highest of the country, totaling USD

1.26 billion of registered capital and 88 projects by new investors. This illustrated its competitiveness

potential and readiness to be the investment base which had considerably developed.

In addition to the investment value within the province, the amount of gross domestic product of Dong Nai

province was another indicator of its importance to Vietnam’s economy. In 2014, Dong Nai’s gross

domestic product stood at approximately USD 8,000 million, which had been consistently growing at the

average growth rate of 12% p.a. during 2010 - 2014. Key industries which moved Dong Nai’s economy

were construction, services, agriculture and fishery.

Dong Nai province was situated in the southeastern part of the country at the heart of the southern economic

region. Its total area stood at 5,907 square kilometers, consisting of 11 cities with Bien Hoa as the economic,

political, social and cultural center. Dong Nai was on the west and only 30 kilometers away from Ho Chi

Minh City, and was in the midst of inland transportation network which connected major roads of the

country, including the road connecting major ports and airports, e.g. connecting with Saigon Port at the

distance of merely 32 kilometers, and connecting with Tan Son Nhat International Airport at the distance

of merely 35 kilometers.

In 2014, Dong Nai province occupied 2.8 million of population with the average growth rate of 2.6% p.a.

during 2010 - 2014, which was greater than the country’s average. This was partly due to the relocation to

Dong Nai by the population from other provinces. 1.9 million of total population, accounting for 69.3%, were

the working age while approximately 58% were in the labor market. Such factor allowed Dong Nai to be

the 5 largest labor market of the country. In addition to its efficiency and good education equivalent to

labor in key provinces of the country such as Hanoi and Ho Chi Minh City, labor wage in Dong Nai was

lower than that in Ho Chi Minh City, Hanoi and several other provinces in Vietnam. Moreover, its connectivity

with Ho Chi Minh City, Vietnam’s educational center, allowed for relatively ease of procuring quality labor

with high education to hold the key positions of the companies, especially middle and high level management.

With its border with civilization area and society as well as cheaper cost of living than that in Ho Chi Minh

City, e.g. food, rental, utility expenses and land price, a number of labor decided to work in Dong Nai,

especially in Bien Hoa city, the economic and social hub of the province with high development in residential

property. Compared with the provinces in the southern economic region, Dong Nai was the second most

populous province after Ho Chi Minh City.

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The construction of production base in Dong Nai not only reduced the cost of labor with efficiency and

education similar to those in other key provinces but also reduced other investment costs compared with

the investment in other provinces, especially Ho Chi Minh City, an adjacent province, e.g. land and office

rental, commercial building rental, utility expenses, etc. Although Dong Nai’s infrastructure was less

efficient than that of major provinces such as Ho Chi Minh City and Hanoi, the quality of its infrastructure

was considered close to that in such provinces and more efficient than that in several provinces. The

government had consistently developed the infrastructure, and had long-term development plan jointly

with the private sectors and foreign investors to cover major utilities, e.g. electricity, water and

telecommunication. Also, the government entities of Dong Nai province extensively supported the investment,

as seen from the amendments of policy and measures to facilitate the investment such as the shortening

of processes for investment license application, contact with the governmental entities, and project application,

etc.

Being the populous province with the population accounting for 3.1% of total population and ranked the 5

most populous province of the country was another key factor for domestic private investors and foreign

investors to choose Dong Nai as their production base to respond to the need of large market. Apart from

the number of population in the province, it also had higher purchasing power than the average of other

provinces in Vietnam, as seen from the consistent increase in GDP per capita in the previous years.

In 2014 the GDP per capita of Dong Nai stood at USD 2,778 per annum, which was higher than the country’s

average of approximately USD 2,052. According to the report of the Ministry of Labor of Vietnam, Dong

Nai succeeded in the reduction of the proportion of low income population from 7% of total population in

2011 to 1.9% in 2013. This illustrated significant improvement in the living condition of the population in

Dong Nai province. Additionally, comparing with the provinces in the southern economic region, Dong Nai

was the province which earned the 2 highest gross domestic product after Ho Chi Minh City.

Apart from the continual growth of the gross domestic product and the GDP per capita of Dong Nai, its

consumption value also grew constantly from the increasing purchasing power of the population. In 2010

- 2014, the average growth rate of household consumption value stood at16%. As at 2014, the household

consumption value of Dong Nai was ranked the 3 highest of the southern region of Vietnam, after Ho Chi

Minh City (HCMC) and Binh Duong provinces.

A majority of household consumption of Dong Nai was from Bien Hoa, its capital and the center of economy

and the government of Dong Nai province. As at 2014,urban population was as high as 904,000 people

with the urbanization rate of greater than 90%. Civilization expanded from the capital urged certain cities

in Dong Nai province to start to develop residential areas. More than 93% of trading value of the residential

property was still a sale and purchase of land plot. Most transactions took place in the areas close to the

potential areas for infrastructure development to support the continually growing population as a result of

the developing industrial city. As at the second quarter of 2015, price of the vacant land for residential

property in Dong Nai ranged from USD 108 to USD 471 per square meter. The selling price varied

depending upon the location and the civilization of theinfrastructure in such area. The average price of

vacant land in Bien Hoa and Long Thanh stood at USD 199 and USD 336 per square meter, respectively.

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Dong Nai Industry Outlook

In the past, the development of industrial estate would be conducted solely by the government of Vietnam through

related state enterprise or governmental entity such as Sonadezi so that the industrial factories systematically

operated in the same area. The utility system and facility were allocated for the factories and staff in the industrial

estates. However, after the government conducted economic and social reform policy for a while, the international

trade and services was opened, including a grant for the foreign investors to invest in Vietnam more conveniently.

As a result, Vietnam’s economy and purchasing power gradually increased while the foreign investors started

to move their production base to Vietnam to export goods to the world market in response to increasing demand.

Accordingly, domestic and foreign investors needed to expand their investment in the country, resulting in

insufficiency of the industrial estates operated solely by the government to the need of the investors. The

government then started to allow both domestic and foreign private investors to operate the industrial estate

business in Vietnam. The government jointly invested with the private sectors through the government entities

or state enterprises in some projects. In several projects, the government even allowed private sectors to solely

own and operate the projects. Therefore, currently there were four approaches for the establishment of industrial

estate according to the type of ownership and project operator as follows:

1. Industrial estates owned and operated by the state enterprises or governmental entities

2. Industrial estates owned and operated by domestic private sectors

3. Industrial estates jointly owned and operated by foreign private sectors and the state enterprises or the

governmental entities

4. Industrial estates jointly owned and operated by foreign and domestic private sectors

However, the government of Vietnam did not have a policy for the industrial estates owned and operated by the

state enterprises or the governmental entities to sell the land to target customers. It only allowed for the lease

of land in a period of not more than 50 years. For the industrial estates type 2 to 4, the government of Vietnam

did not grant land ownership to the industrial estate developers. It only granted the long-term lease of such

land for industrial estate development. The period of land lease to each operator varied with the maximum

period of 50 years. Therefore, an authorization to use land within the industrial estates for the target group of

customers of every industrial estate operator both governmental and private sectors would be in form of

long-term land lease with the maximum rental period of 50 years.

In 2015, there were 299 industrial estates in Vietnam, covering total areas of 84,000 hectares throughout the

country. However, most industrial estates were clustered in the southern part of the country in response to

the need of manufacturers which clustered in the southern part of Vietnam, particularly in key economic

and commercial cities, i.e. Ho Chi Minh City, Dong Nai, Ba Ria-Vung Tau and surrounding provinces. Therefore,

the number of industrial estates and total project value were obviously greater than that in other regions.

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However, demand for the industrial estates by the manufacturers had been growing constantly. The existing

salable or rental areas of the industrial estates in Hanoi and Ho Chi Minh City started to be insufficient to support

the expected demand in the future. As such, land selling price and long-term rental rate within the industrial

estates in Hanoi and Ho Chi Minh increased. Additionally, the establishment of new industrial estates or the

expansion of the existing industrial estates were limited as several areas were developed into residential area

or other facilities, e.g. department store, school, hospital and governmental office, etc., to be fully developed

into urban society. As a result of such imbalance in demand and supply, the government and private industrial

estate developers expanded investment in the neighboring areas of Hanoi and Ho Chi Minh City, as well as the

expansion of investment towards other potential regions, both in form of the establishment of new industrial

estates and the expansion of the existing industrial estates.

Comparing with other provinces in the south, Dong Nai province was outstanding and targeted by the manufacturers

based on its location next to Ho Chi Minh City, readiness on labor and efficient transportation system. The

long-term land rental was also cheaper than that in key economic city such as Ho Chi Minh City and Hanoi.

Dong Nai, therefore, became the province with high potential for industrial estate development of the government

and private developers. In 2014, the Provincial Competitiveness Index of Dong Nai stood at 57.3, which was

ranked the 7 of the southern provinces of Vietnam, and ranked the 42 of the whole country.

As at December 31, 2015, there were 32 industrial estates in Dong Nai province, covering total area of

approximately 9,970 hectares. Presently, rentable area stood at approximately 6,330 hectares, approximately

4,520 hectares were leased, or the occupancy rate of 72.71% of total rentable area. Considering the occupancy

rate of the industrial estates in each city, the occupancy rate of the industrial estates in Dinh Quan with only one

operator stood at 100%, the highest in Dong Nai province. The second highest occupancy rate of the province

was the industrial estates in Bien Hoa with four operators with the occupancy rate of 97%.

Most industrial estates in Dong Nai were located in the area next to Ho Chi Minh City and Binh Duong province,

e.g. Bien Hoa Nhon Trach, Long Thanh and Bien Hoa. Nhon Trach occupied the highest number of 10 industrial

estates with total long-term rentable area of approximately 2,258 hectares, accounting for 35.3% of total

industrial estate area in Dong Nai province. There were six industrial estates in Long Thanh with total long-term

rentable area of approximately 1,311 hectares, accounting for 20.5% of total industrial estate area in Dong Nai

province. There were four industrial estates in Bien Hoa with total long-term rentable area of approximately1,022

hectares, accounting for 16.1% of total industrial estate area in Dong Nai province.

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The average remaining period of land of the industrial estates in Bien Hoa stood at approximately 33 years,

which was the lowest compared with other cities in the province. In addition to Amata VN’s industrial estate,

three other industrial estates had the remaining rental period of less than 40 years. However a part of future

expansion area of Amata VN’s industrial estate which is “Phase 3A and 3B” has remaining period of land as

45 years (Phase 3A) and 50 years (Phase 3B) totally more than 60 hectares as sellable area.

Average long-term rental rate of the industrial estates in Dong Nai as at quarter 2, 2015

Source: Savills Research & Consultancy

0

20

NhonTrach

LongThanh

BienHoa

90

33

4038

4244 46

3842

37

37

88

78 75

55

4530

25 25 25

TrangBom

LongKhanh

Average rental rate (USD/ sq.m.) The average remaining period of land (years)

ThongNhat

VinhCuu

XuanLoc

DinhQuan

TanPhu

40

60

100

120 70

65

60

55

50

45

40

35

30

25

20

80

Unit: USD/ sq.m. YEARs

42%

10%26%

23%

Proportion of the industrial estates in Dong Nai according to the remaining period of land as at quarter 2, 2015


28-34 Years

35-39 Years

40-44 Years

45-47 Years

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According to the information from Savills Research & Consultancy, three major industrial estate cities of Dong

Nai based on the long-term rental areas were Nhon Trach, Bien Hoa and Long Thanh, accounting for 72% of

total industrial estate areas in Dong Nai, and were the cities with the highest long-term rental rate of Dong Nai.

Long Thanh had the highest average growth rate of 14% during 2011 to quarter 2 of 2015, followed by 13% of

Bien Hoa and 3% of Nhon Trach.

Competition of the industrial estate operators in such province was relatively not intense since the success of

the industrial estate operation required, apart from skills and extensive experiences as well as intensive investment,

a good relationship with the government and other governmental entities. Such factor was considered a major

obstacle for new operator to compete in the industry (Barrier of Entry). As such,there were only 32 industrial

estates where as currently Amata VN’s project was considered the third largest industrial estate of the province

and was greater than the average of the industrial estates of the province of 300 hectares. Moreover, the

investment value of such project was the highest of the province. The competition among operators was limited

as there was no remaining vacant land or a small amount of remaining rentable area in some industrial estates.

Long-term land rental rate in key industrial cities in Dong Nai

Nhon TrachLong ThanhBien Hoa

110

100

90

80

70

60

50

402011 2013 2Q2015

Unit: USD / sq.m.

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Top-10 industrial estates with the highest existing project values in Dong Nai

Top-10 industrial estates with the largest project areas in Dong Nai



0

100

OngKeo

823

529 513 500 498 488447

365 351 347

GiangDien

Amata BauXeo

Loc An -Binh Son

Long Thanh

NhonTrach I

BienHoa II

NhonTrach III- Phase2

NhonTrach II

300

200

400

500

600

900

800

700

Unit: Hectares

0

5

Amata

40.4 40.3

32.6

22.8 22.020.9 17.1 17.0

16.613.8

Giang Dien

Loteco BauXeo

Long Thanh

BienHoa II


NhonTrach I


NhonTrach VI

15

10

20

25

30

45

40

35

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The operator with the largest rentable area in Dong Nai was Sonadezi, operating 30% of total rental area of the

industrial estates, followed by Tin Nghia and VRG, operating 25% and14% of total rental area, respectively.

Amata VN was in the 5 rank with the proportion of 6% of total rental area. Although there were several industrial

estate operators in Dong Nai, only three industrial estates were jointly invested by foreign private operators, i.e.

(1) Amata City (Bien Hoa) Industrial Estate, owned by Amata VN, (2) Loteco Industrial Estate, operated by

Sojitz Corporation, a leading corporation in trading and investment from Japan, jointly with Thai Son

Corporation (Thasimex), a state enterprise under the Ministry of Defense at the shareholding proportion of

60:40, respectively, and (3) Long Duc Industrial Estate, operated by Sojitz Corporation jointly with Daiwa House

Industry Company Limited (Daiwa), a leading construction and real estate development company from Japan,

Kobelco Eco-Solutions Company Limited (Kobelco Eco), a leading environmental management system

company from Japan, and Dong Nai Import Export Processing Agricultural Products and Foods Company

(DONAFOODS), a state enterprise established by resolution of the People’s Committee of Dong Nai Province

to produce and export cashew nuts. Loteco Industrial Estate was jointly owned by four shareholders at the

proportion of 57.3%, 22.0%, 8.7% and 12%, respectively.

25%

14%

8%6%5%

30%

12%

Proportion of the rental area of the operators in Dong Nai province as at quarter 2, 2015


Tin Nghia

VRG

Thong Nhat JSC

Idico

Others

Amata

Sonadezi

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Competition of the Industrial Estates in Bien Hoa and Long Thanh

Since the projected revenues of Amata VN and Amata City Long Thanh would be mainly derived from the

long-term rental of land in the industrial estates in Bien Hoa and Long Thanh in the future, the study of market

and competitors was vital to the planning of marketing strategy.

Industrial estates in Bien Hoa as at December 31, 2015

Name of industrial estates Operators Long-term rental

area (hectares)

Average long-term rental rate (USD/sq.m.)

Average occupancy rate

(%)

Remaining land period

(years)

Amata City

(Bien Hoa) Amata VN 308 90 92.4% 29

Bien Hoa 2 Sonadezi 261 100 100.0% 30

Bien Hoa 1 Sonadezi 248 100 100.0% 35

Loteco Sojitz 205 100 100.0% 31


As at December 31, 2015, Bien Hoa occupied approximately 1,022 hectares for long-term rental area in four

industrial estates, approximately 979 hectares of which were rented with the average occupancy rate of 97%

(the increase from the average occupancy rate of 90% in 2013). There were four industrial estates in Bien Hoa,

including that of Amata VN, which was the only industrial estate with the remaining rental area

Industrial estates in Long Thanh as at December 31, 2015

Name of industrial estates Operators Total area

(hectares)

Average long-term rental rate (USD/sq.m.)

Average occupancy rate

(%)

Remaining land period

(years)

Long Thanh Sonadezi 283 95 96.0% 38

Long Duc Sojitz 200 90 27.0% 42

Tam Phuoc Tin Nghia 215 120 100.0% 38

An Phuoc Tin Nghia 140 63 29.0% 37

Loc An - Binh Son VRG 336 68 11.0% 45

Go Dau Sonadezi 137 100 100.0% 30


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As at quarter 2 of 2015, Long Thanh occupied total long-term rental area of approximately 1,311 hectares in six

industrial estates, approximately 760 hectares of which were rented with the average occupancy rate of 58%

(the increase from the average occupancy rate of 52% in 2013). This excluded Amata City Long Thanh project

which was under construction and expected to complete in 2017. It can be observed that there were only three

industrial estates with high quality of facility (average long-term rental rate of more than USD 90 per square

meter), i.e. Long Thanh Industrial Estate operated by Sonadezi, Long Duc Industrial Estate operated by Sojitz

and Go Dau operated by Sonadezi. Only Long Duc Industrial Estate had remaining area with the average

occupancy rate of only 27%.

Amata Vietnam had strong point over other competitors in term of the large capital base as currently, supported

by Amata Corp, the parent company of Amata Vietnam in the past. Additionally, Amata Vietnam would be

continually supported financially by the Company which was the parent company of Amata Vietnam at present

as the Company would be able to regularly raise fund through the Stock Exchange of Thailand after its listing

on the Stock Exchange of Thailand. Such large capital base enabled Amata Vietnam to have strong financial

position and be ready for the continuous expansion of industrial estate area in the existing projects and the

investment for the establishment of new industrial estates in the future to fully support the business opportunity

and economic growth in Vietnam. Apart from its financial strength, Amata Vietnam, as an experienced operator

in industrial estate development in Vietnam, was also equipped with a number of professional resources with

expertise in industrial estate development and management. Some management and staff worked with Amata

Corp, the Company’s parent company and a leading industrial estate operator in Thailand. As such,

Amata Vietnam could well respond to the need of the customers with excellent quality of services. Moreover,

Amata Vietnam had a good relationship with related governmental entities.

Apart from the aforementioned strengths, Amata VN also enhanced its competitiveness with several business

strategies as follows:

1. Amata Vietnam had a policy to differentiate its industrial estates from other operators through the development

of superior quality of infrastructure and utility system coupled with the development of land for long-term

lease so that the customers could be ensured of continual business operation should the infrastructure and

utility system supplied by the government crash. Samples of the infrastructure serviced by Amata Vietnam

to the customers within the industrial estates were water, wastewater treatment system, electricity, etc.

Such policy of Amata Vietnam differed from that of other operators which focused mainly on the development

of land for long-term lease or sale. Even though the infrastructure and utility system were supplied by some

projects, the quality of such system was not of the international standard. In addition, some operators did

not have infrastructure and utility system in place, exposing the customers to high risk of continual

business operation, especially for those with continual production line.

2. Amata Vietnam had allocated part of developed land for commercial and residential projects within the

industrial estates, e.g. shop, showroom, restaurant, hospital, school, sports and recreational center, apartment,

executive villa, hotel and office building, etc., with the objective to upgrade its industrial estates to be an

ideal city under “Perfect Smart City” concept fully equipped with facility for the executives and staff of the

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operators in the industrial estates. Such policy clearly differentiated Amata VN’s industrial estates with

those of other operators, enabling it to attract upper-class customers. Therefore, such project was a crucial

factor which truly supported main business of Amata VN.

3. Amata VN allocated part of land for the construction of ready-made factory in its industrial estates for rent

by the operators in need of readiness and convenience for the commencement of business, the operators

who did not want to make an initial large investment for long-term land rental and plant construction to

mitigate business risk, and small or medium operators with limited capital. Such policy not only helped

diversify the group of customers and source of income of Amata VN, there by strengthening its

operating performance, but also differentiated it with most operators in Dong Nai. There were only 12

industrial estates equipped with ready-made factory for rent. Therefore, Amata VN had a competitive edge

over its rivals in attracting certain group of customers.

4. Amata VN focused on providing best services under international standard to all customers both before

and after the signing of long-term lease. It provided various advices such as assistance in obtaining

investment certificates and other licenses required for the business of the customers, etc. Such complete

services could well respond to the need of the customers, leading to continual customers’ satisfaction of

Amata VN’s services and its maintenance of a long-term relationship with the customers. Such policy was

a crucial factor for the positive public relations of Amata VN’s industrial estates amongst existing and new

target customers, enabling Amata VN to consistently expand its customer base.

With the above strengths and distinguished competition strategy, the industrial estates operated by Amata VN

was considered one of a few premium grade projects in Dong Nai. The long-term rental rate of land and utility

services of Amata VN stood at approximately USD 85-90 per square meter, which was greater than that of all

operators in Dong Nai, and was greater than the average long-term rental rate of land of the industrial estates

in each city within the province, as well as greater than the average long-term rental rate of Dong Nai which

stood at approximately USD 70-80 per square meter.

With the higher long-term rental rate of land and utility services compared with that of other industrial estates,

the industrial estates of Amata VN focused mainly on the upper-class customers, especially leading corporations

with high technology of production from Japan and Taiwan, which was the main target group that Dong Nai

Industrial Zone Authority (DIZA) wanted to attract their investment to Dong Nai province under the existing plan.

Except Amata VN, other operators in Dong Nai province would operate low to middle grade projects and did not

focus on the quality of the infrastructure and utility system. They also did not develop commercial and residential

areas within the industrial estates. Additionally, their service quality was inferior to the premium grade project

such as Amata VN. Therefore, competition strataegy of these industrial estates was mainly pricing and targeting

low to middle level customers with relatively low production technology, which was a different target group of

Amata VN.

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Sources of Supply Land Sourcing

According to Vietnamese laws, non-Vietnamese are not allowed to own land; hence most of the industrial estate

developers will enter into a 50 year land lease agreement with the government and pay on an annual or one-time

lump-sum basis when the agreement is signed. Amata Vietnam will pass-through land lease cost to the customers

especially those who operate factories and have demand for long-term lease agreement.

Amata Vietnam has been granted the total land area of around 700 hectares (or 4,375 rais) for project development.

However, if Amata Vietnam would like to expand its project, it will need to obtain the approval for each project phase

from Dong Nai Industrial Zone Authority (DIZA) as per requirement from Investment Certificate (IC). At present, Amata

Vietnam’s projects that have been already granted Investment Certificates are project phase 1 2A 2B 2D 2E 3A and

the Amata Commercial Complex with the total area of around 532.1 hectares (or 3,326 rais) with details per below

Area Granted Investment Certificate (Hectares)

Investment Certificate Expires

Phase 1

347.0 31 December 2044Phase 2A

Phase 2B

Phase 2D 46.15 February 2058

Phase 2E 55.4

Phase 3A 64.5 9 September 2061

Total Industrial area 513.0

Amata Commercial Complex 19.1 21 August 2057

Total land 532.1

Land Under IC Approval Process 30.0

However, there are additional areas of 137 hectares (or 856 rais) where Amata Vietnam has not considered asking

for Investment Certificate yet. For these land areas, Amata Vietnam will submit Investment Certicate approval when

appropriate

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Environment Impact Amata Vietnam Industrial Estate is built by considering the environmental impact. Amata Vietnam utilizes world-class

standard of technology in infrastructure development to minimize the impact to the environment. Amata Vietnam’s wastewater

treatment system are under activated sludge system and sequential batch reactors system in order to maintain high quality

and meet the standard level set by the related regulators. Moreover, Amata Vietnam sets the quality level of wastewater

released from factories located in the Amata Vietnam Industrial Estate before the wastewater is treated to ensure that the

quality of wastewater is under the standard level. Amata Vietnam installed automated inspection and monitoring systems

of treated water which will directly send the report to Amata Vietnam and Dong Nai Department of Natural Resources and

Environment every 5 minutes. Dong Nai Department of Natural Resources and Environment will check the quality of the

treated water of Amata Vietnam through sampling test every month. Furthermore, Amata Vietnam provides green areas

in Amata Vietnam Industrial Estate in order to reduce the air pollution and create beautiful scenery in the Amata Vietnam

Industrial Estate.

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RISK

FACTORS

Source: IMF (World Economic Outlook Database) และ The World Bank

0%

5%

10%

15%

20%

25%

2008 2009 2010 2011 2012 2013 2014 E2015 E2016 E2017

23.1%

6.7%

9.2%

18.7%

9.1%

6.6%

4.1%

5.2% 4.9% 4.7%

Vietnam’s Inflation Rate in the year 2008-2014 and Projection for the year 2015-2017

Amata VN Public Company Limited is a holding company investing in the development and management of industrial

estates and related supporting businesses in Vietnam. The Company presently considers the key risk factors that may

have significant impacts on its business earnings, financial position or future performance. However, there may be other

risks of which the Company is currently unaware or has deemed immaterial to its operations.

Business risksNature of business correlates with both Global and Vietnam economic changes

The global economic slowdown usually impacts investment decisions, which could lead to the decline in demand for

industrial land plots or more price pressure to stimulate the bearish demand. As a result, the performance of Amata Vietnam,

which is mainly tied to the foreign direct investment from multinational companies, could be jeopardized.

However, the statistics show that Vietnam still has strong exports and record-high foreign direct investments despite the

broader regional trend of economic slowdown, leading to a stronger sales of Amata Vietnam in terms of bookings during

the year.

Besides the economic growth factor, the unpredictable inflation in Vietnam that grew relatively fast during 2008-2013 at

the average rate of 11% per year might also reflect the extent of unpredictability of Vietnam Dong (VND) value that Amata

Vietnam might face in the future. However, the Vietnamese government fully realizes that foreign investors consider inflation

as one of decisive factors when placing their investments. Therefore, several new and amended policies are implemented

in order to cope with the problems and the outcome of which has been quite successful as the inflation in 2014 was reduced

to 4.1% from 18.7% in 2011. Consequently, IMF has predicted that the nation’s inflation will stabilize between 4-5% over

the years to come.

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Although these risks are uncontrollable, the Company has been monitoring economic indicators and see more potential

for investments in Vietnam. The country has grown its attractiveness as an investment destination due to geographic

advantage and abundant labor at low cost as well as its participation in regional trade pacts. Its demographics and

development cycle, together with the diversification in terms of export products and markets, could bring more growth

to the country and at the same time generate more demand for industrial estate, which benefits Amata Vietnam’s

operating performance.

Uncertainty in Government Policie

Vietnam is considered as a socialist or not fully democratic country that has only a single political party in charge for

a long time so the government could fully exercise its power in driving the whole country towards a particular focus.

Vietnam has been in absence of violent political protest or significant rebel over the past years. Therefore, the likelihood

of political disruption or significant policy change that will impact the nation’s economy and investment is considered

low.

However, Vietnamese government has decentralized management power to provincial governmental authorities

allowing them to create their own commercial and investment management policies. As a result, governmental rules

might vary across provinces requiring Amata Vietnam to follow the rules closely in order to promptly adjust for any

changes.

Therefore, Amata Vietnam has an assigned project team, which includes those who have a clear local industry

knowledge and expertise about market, rules and regulations and industry landscape to understand the local regulations

and ensure its compliance when there is a change or when the company seeks any investment opportunities in

different locations. Moreover, the overall government policy will revolve around international integration through trade

deals and the pursuit of foreign investments in export manufacturing, which are key contributions for economic growth

in Vietnam. Thus, most changes in the government policies relating to investments are to facilitate foreign direct

investment inflows to Vietnam and this will be advantageous to Amata Vietnam.

Operational Risks Land Sourcing Risk

Amata Vietnam operates its business by engaging in long-term land lease from Vietnamese government to develop

into industrial estates and provide related supporting services. Its main location in Bien Hoa district has been developed

at a fast pace as it is economically and socially in the center of Dong Nai province. Residential and commercial

properties, such as schools, hospitals, shopping malls, and banks have been constructed widely in the city.

Over the recent years, the government has incentivized industrial development in Bien Hoa, causing less available

land for industrial estate development or delay in the investment certificate approval process due to the increased

difficulty in land expropriation process. The government may take a long time to involve community and start land

clearance process. However, there could be a potential for land disputes from community. As a result, Amata Vietnam

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is exposed to project expansion risk which can impact directly to Amata Vietnam’s revenue.

To solve the limited expansion opportunity in the current project in Bien Hoa district, Amata Vietnam has another

expansion project in Long Thanh district, Dong Nai province. This project has received land demarcation approval

from the authority and received an investment certificate for a part of the project. The total area of the new project is

almost doubled in size as compared to the current site in Bien Hoa so this will provide more rooms for the Company’s

operating performance to grow.

Risk from Investment Certificate Expiration

Amata Vietnam is granted Investment Certificates to operate industrial estate development business over a certain

period of time, namely 50 years. However, investment certificate expiration is an incident that has never occurred,

so there has been no sample case for which Amata Vietnam can use as reference.

Vietnamese government has no rules and conditions upon the investment certificate renewal after the expiration of

the current investment certificates. Hence, Amata Vietnam is exposed to this uncertainty whether it will be able to

renew the certificates or operate the business once the current Investment Certificates expire.

However, Amata Vietnam believes the government still has adequate time to design the rules and conditions upon

expiration of the current Investment Certificates. Vietnamese government has also fully realized that this uncertainty

might affect the confidence among foreign investors which will be harmful to Vietnam economy as a whole. Hence,

Amata Vietnam expects itself to be granted Investment Certificates to continue its business since Amata Vietnam

meets all the granting criteria and has never violated any rules under its current granted Investment Certificates.

Uncertainty Risk of Future Projects

The company currently has two future projects in the pipeline under Amata City Long Thanh JSC consisting of Amata

City Long Thanh with the area of 410 hectares (2,562.5 Rai) and Amata Service City Long Thanh with the area of

122 hectares (762.5 Rai). Amata City Long Thanh has already received approval for the investment certificate and

currently under the land compensation process, while Amata Service City Long Thanh is expected to receive the

investment certificate in 2016.

With such investments, the company is exposed to operating risks both in terms of project schedule and cost control,

thus the effect of which might deter the company from achieving planned revenue and return.

The Company has focused on project management and assigned project team, comprising of experts and experienced

management to follow up on the progress and solve any possible issues in order to ensure that the project will not

face any delays or cost overruns. The project team also arranges a weekly meeting to report on the progress of the

project to the management.

Major Shareholder risk

As at 31 December 2015, the largest group of shareholders is under Amata Group, which holds 683,264,780 shares

or approximately 73 percent. Amata Corp and its subsidiaries, the current major shareholders of the Company, will

assign representatives to participate in the Company’s management team as well as to be directors with authorized

signatories.

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The concentration of the controlling power enables Amata Corp to be able to determine policies and control management

of the Company through manipulating decision making in several topics such as committee selection, dividend

payments, or other business transactions. However, Amata Corp’s interest might be in conflict with that of other

shareholders. Other shareholders cannot violate the decision except for particular cases that require more than

three-fourths votes from shareholder meeting or cases that major shareholders have owned interest in the issue and

are exempted from the vote.

However, to create transparency and balance the managing power, the Company has created a proper governance

structure that clearly delegates power to management and committee. In addition, there must be 4 out of 9 board

members to be independent directors in order to counterbalance decision making power of the Board of Directors

before proposing to shareholders.

Financial Risks The Company is a holding company with investments in other businesses

As a holding company, the Company’s cash flows and performance are dependent on the receipt of dividends from

its subsidiary, which is Amata Vietnam. The subsidiary has business risks that may impact on its individual financial

performance under Vietnamese regulations and Vietnamese Accounting Standards (VAS) and may result in

lower-than-expected dividends, which will subsequently have the same impact on the Company as the dividend payout

is based on the net profit appearing on individual financial statement, and not at consolidated level.

In addition, according to the Public Limited Company Act 1992 regarding dividend payout policy, no dividend shall be

paid out of the Company other than profit. The Company can only pay dividends to its shareholders only if retained

earnings is at a profit. Moreover, dividends are also bounded by restrictions or covenants contained in each company’s

debt instruments and credit agreements.

In order to mitigate risks, Amata Vietnam is required to prepare an annual budget plan, which will be reviewed and

approved by the Board of Directors. The Company has complete control over its subsidiary as all board members of

Amata Vietnam are also members of the Board of Directors of the Company. In addition, the management meeting

is held on a weekly basis to closely monitor and evaluate business performance in order to identify and effectively

manage risks on a timely basis.

Foreign Exchange Risk

Main sources of revenues and costs of industrial estate businesses in Vietnam from land lease, ready built factory

and commercial rental services, and the infrastructure and other facility services are settled in VND currency. Despite

the price reference for initial quotation to customers is in US Dollar (USD), the official quotation is still in VND. Therefore,

the company’s business is inherently exposed to the USD/VND currency risk at a minimal level. From the statistical

data between the year 2010 and 2012, Vietnam experienced the depreciation of VND value over time, thus could

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lead to an upside risk to the revenue of the Company.

The consolidated financial statements are presented in Thai Baht (THB) currency. However, the local statutory requires

Amata Vietnam, its foreign subsidiary, to present its financial statements in VND, its local currency. Therefore, when

assets and liabilities denominated in foreign currencies are translated into the home currency of the reporting entity

according to the accounting policy, the Company is also exposed to the translation risk.

Despite the minimal exposure to the foreign exchange risk in day-to-day operations, the Company is aware of such

risk and attempt to prudently manage its currency risk, especially the devaluation of VND, through monitoring the

foreign exchange movement on a regular basis and reduce the gap between the contract booking (official quotation

issued) and the land transfer. With respect to the dividend payment, Amata Vietnam pays the dividends to the Company

in VND, therefore, it may subject to exchange rate risk. However, the transaction will be settled within a day so there

should be minimal effect from exchange rate exposure.

As the Company reports its functional currency according to the Thai Financial Reporting Standards (TFRS) in THB,

the translation effect between VND and THB is reported in the comprehensive income statement at an exchange gain

of Baht 72.8 million, which is accounted for 9% of total revenue.

On top of that, the Company also conducts the research, plans to enhance their return to overcome the challenge

from the depreciation of VND and controls such risk within their manageable limit.

Dividend payout risk from the discrepancy between Vietnamese and Thai accounting standard

As Amata Vietnam is established under Vietnamese regulations, Amata Vietnam needs to follow Vietnamese Accounting

Standard (VAS), while the Company, which holds 89.99% stake in Amata Vietnam, is registered as a listed company

under Thai regulations which follow Thai Financial Reporting Standard (TFRS). The financial performance reported

in Amata Vietnam’s individual financial statements and that reported in the Company’s consolidated one will have

some discrepancies due to the difference in accounting standard in terms of recognition of sales and cost from real

estate sales. For VAS, Amata Vietnam has to amortize revenue from the sale of real estate over the remaining

leasehold periods to match the lease schedule. On the other hand, under TFRS, the revenue from long term lease

can be wholly recognized at once because the contractual rights and obligations have already transferred to customers.

For investors, this might affect their analysis on the Company, especially in terms of dividend capacity which has to

be analyzed from Amata Vietnam financial statements in which revenue and profit at the beginning period will be

lower than that of the Company. For the year ended 2015, Amata Vietnam reports net profit of VND 119,562 million

or Baht 185.8 million, while the Company reports net profit attributable to equity holders of the Company in its

consolidated financial statements at Baht 121.4 million. Therefore, investors should understand the differences in

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order to analyze financial information and ability to pay dividends.

Capital sufficiency risk

With its expansion plan to invest in Amata City Long Thanh project, the Company requires significant funding at

appropriate cost to satisfy investment in its expansion and provide its flexibility for its operations.

The ability to raise fund or refinance its debt and get access to capital market is one of a key factors that impact all

new and ongoing projects. The insufficient funding could stretch out the duration of a project or increase the cost of

fund, which in turn could lead to liquidity crunch problem and impact overall return and margin on the project.

However, the Company will progressively invest in this project. The initial investment will include the development of

infrastructure and land compensation expenses. As government will be responsible for the land compensation expenses,

the amount paid will be settled through raw land rental exemption. Therefore, the development of infrastructure

expenses will happen only when the Company book land sale and transfer the right to customers.

In addition, the Company expects to invest prudently considering its source of capital and its current capital structure

in order to maintain financial ratios such as net interest-bearing debt to equity ratio or interest coverage ratio at an

appropriate level in order to secure sufficient and suitable funds for the project expansions. As of 31 December 2015,

the total long term loan accounted as 6% of total assets and the net interest-bearing debt to equity ratio was 0.31 to

1 times with cash balance of Baht 1,689 million. The Company constantly monitors its financial position, current debt

level and cash on hand whether it has enough funding to finance all projects in order to minimize the financial risk.

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OTHER

INFORMATION

Amata VN Public Company Limited

Business Activity : Holding Company

Company Registration Date : August 30 , 2012

Company Registration No. : 0107555000325

Registered and paid up share capital : 935,000,000 ordinary shares at Baht 0.50 each

Head office : 2126 Kromadit Building, New Petchburi Road,

Bangkapi, Huay Kwang,

Bangkok 10310, Thailand

Phones : (02) 792-0000

Fax : (02) 318-1096

Email : [email protected]

Management : Mrs. Somhatai Panichewa (Chief Executive Officer)

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

1. Amata (Vietnam) Joint Stock Company

Business 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 : Dong 365,996.40 million

Percentage owned by Amata Corporation : 89.9997%

Head Office : Long Binh Ward, Bien Hoa City

Dong Nai Province, Vietnam

Phones : (84) 61-3991-007

Fax (84) 61-3892-895


Management : Mrs. Somhatai Panichewa, President and CEO

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2. Amata City Long Thanh JSC

Business Activity : Lease land 50 years from Dong Nai Province and develop a High

Technology Industrial City to sublease land for mainly manufacturing

activities.

Company Registration Date : June 25, 2015

Company Registration No. : 472033001249

Registered and paid up share capital : Dong 1,213,305.20 million

Percentage owned by Amata Corporation : 93.50%

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

Phones : (84) 61-3991-007

Fax (84) 61-3891-251


Management : Mr. Surakit Kiatthanakorn (CEO)

Reference

Share Registar The Thailand Securities Depository Co., Ltd.

Address : The Stock Exchange of Thailand Building, 93 Ratchadapisek

Road, Dindaeng, Dindaeng, Bangkok 10400, Thailand

Phones : (02) 009-9999

Fax : (02) 009-9991

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Auditor

Ms. Siraporn Ouaanunkun

Auditor No : 3844

Company Name : EY Office Limited (Formerly 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

Kudan and Partners Ltd.

Address : 973 President Tower, 14th Floor,Unit 14C Ploenchit Road,

Lumpini, Pathumwan, Bangkok 10330,Thailand

Phones : (02) 656-0818

Fax : (02) 656-0819

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.amatavn.com

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Registered and paid up share capital Amata VN Public Company Limited

As of 30 December 2015, the company’s registered and paid up share capital is Baht 467,500,000.(935,000,000

ordinary shares at Baht 0.50 each)


As of 30 December 2015, the company’s registered and paid up share capital is Dong 365,996.40 million. (36,599,640

ordinary shares at Dong 10,000 each)

Amata City Long Thanh Joint Stock Company

As of 30 December 2015, the company’s registered and paid up share capital is Dong Dong 1,213,305.20 million.

(121,330,520 ordinary shares at Dong 10,000 each)

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MAJOR SHAREHOLDERS

Amata VN Public Company LimitedAs of 23 December 2015, the shareholder structure of the Company can be concluded as follows

No. Shareholder Name No. of Shares Percentage

1 Amata Group 694,401,710 74.27

1.1 Amata Corporation PCL 342,864,560 36.67

1.2 Amata Asia Company 1/ 338,536,220 36.21

1.3 Mr. ViKrom Kromadit 2/ 7,652,400 0.82

1.4 Ms. Somhatai Panichewa 2/ 2,805,600 0.30

1.5 Ms. Vipavee Kromadit 2/ 1,430,000 0.15

1.6 Mr. Vitoon Kromadit 2/ 890,310 0.10

1.7 Mr. Viboon Kromadit 2/ 180,000 0.02

1.8 Mr. Viwat Kromadit 2/ 40,000 -

1.9 Mr. Vitit Kromadit 2/ 2,620 -

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No. Shareholder Name No. of Shares Percentage

2 Sahapat Group 23,058,000 2.47

2.1 Saha Patthanapibul PLC3 3/ 7,686,000 0.82

2.2 Saha Pathana Inter Holding PLC 3/ 7,686,000 0.82

2.3 I.C.C International PLC 3/ 7,686,000 0.82

3 Sihanatkathakul 9,716,000 1.04

3.1 Mrs. Waree Sihanatkathakul 7,915,640 0.85

3.2 Mr. Anucha Sihanatkathakul 1,414,932 0.15

3.3 Mr. Montri Sihanatkathakul 249,800 0.03

3.4 Mrs. Naparat Sihanatkathakul 135,628 0.01

4 E.C.I Group C0., Ltd. 9,500,000 1.02

5 Mr. Harald Link 7,686,000 0.82

6 Dr. Lin Wei Tong 7,686,000 0.82

7 กองทุนส�ำรองเลี้ยงชีพทิสโก้มำสเตอร์ร่วมทุน ซึ่งจดทะเบียนแล้ว 6,593,100 0.71

8 Dr. Huynh Ngoc Phien 6,249,760 0.67

9 กองทุนเปิดทิสโก้ Mid/Small Cap อิควิตี้ 4,400,200 0.47

10 The Hongkong and Shanghai Banking Corporation Limited, Fund

Service Department

4,000,000 0.43

Total 773,290,770 82.70

Remark: 1/ Amata Asia Limited Company (previously, Amata Hong Kong Limited Company) is a wholly owned

subsidiary under Amata Corporation PLC

2/ Ms. Somhatai Panichewa is a sister of Mr Vikrom Kromadit who is a director and executive of Amata

Corporation PLC. The arrangement of this group has been done according to the definition of related

parties in SEC announcement kor jor 17/2551 dated 15 December 2008 only, not under the section 258

of Securities and Exchange Act B.E. 2535 (including amended versions)

3/ Saha Pathanapibul PLC, Saha Pathana Inter Holding PLC, I.C.C International PLC are related parties

as a matter of fact that Saha Pathana Inter Holding PLC is a major shareholder of Saha Pathanapibul

PLC and I.C.C International PLC

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Amata (Vietnam) Joint Stock Company (subsidiary)

As of 31 December 2015, the shareholder structure of Amata Vietnam can be concluded as follows

Shareholders No. of shares Percentage

1. Amata VN PCL 32,939,576 89.9997*

2. Sonadezi Corporation 3,659,964 10.000

3. Amata Water Co., Ltd. 100 0.0003

Total 36,599,640 100.00

Remark: *Company purchased additional Amata Vietnam shares from Sonadezi for 20% of paid-up capital in May

2015; therefore the company’s current holding position in Amata Vietnam becomes 90% of paid-up capital.

Amata City Long Thanh Joint Stock Company (subsidiary)

As of 31December 2015, the shareholder structure of Amata City Long ThanhJSCcan be concluded as follows

Shareholders No. of shares Percentage

1. Amata VN PCL 42,465,679 34.999998

2. Amata (Vietnam) Joint Stock Company 78,864,838 65.000000

3. Ms. Somhatai Panichewa 3 0.000002

Total 121,330,520 100.00

Remark: The Company is in the process of registering a change of the capital increase of Amata City Long Thanh

JSC to the related Vietnamese government authorities after obtaining the Board of Directors’ meeting

resolution No. 5/2015 dated 29 October 2015

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DIVIDEND POLICY

The annual dividend payment needs to obtain the approval from the shareholders’ meeting except the interim dividends

for which the Board of Directors can use their discretion to do so considering the company’s sound profitability. Any interim

dividend payment decision shall be reported to the shareholders in the subsequent meeting.

Dividend policy of Amata VN PCLThe company intends to pay the dividend not less than 40% of net profits after tax and legal reserves of unconsolidated

financial statement. However, the Board of Directors will make decisions regarding dividend payment for the greatest

benefits to shareholders. To illustrate, retaining profits for the purpose of future capital expansion or debt repayment or

working capital management may be more prefer able to dividend payment in some cases.

Dividend policy of Amata (Vietnam) Joint Stock CompanyAmata Vietnam intends to pay dividend not less than 50% of net profits after tax and legal reserves of unconsolidated

financial statement in compliance with the Vietnamese accounting standard. However, the Board of Directors of Amata

Vietnam and/or shareholders of Amata Vietnam can adjust the company’s dividend policy as appropriate depening upon

the business conditions such as the Amata Vietnam’s investment plan to expand their business.

In compliance with the Vietnamese accounting standard, Amata Vietnam’s financial statement may contain some differences

from those following the Thai accounting standard. Hence the net profit of Amata Vietnam is different from what is reported

in the consolidated financial statement of the company as are sult of the accounting differences about revenue and expense

recognition in two countries. Although Amata Vietnam collects the lump sum rent on one time basis at the beginning of

land lease contract, the Vietnamese accounting standard requires the company to recognize the revenue and expense

gradually over land lease period. On the other hand, the Thai accouting standard allows the booking of lump sum revenue

and expense on one time basis at the beginning of lease period. As a result of the two accounting methods, the net profit

of company under the Vietnamese accounting standard is lower than that of Thai. Further to the dividend policy of Amata

Vietnam, the company intends to pay based on net profit safter tax and legal reserves under the Vietnamese accounting

standard.

Additionally, the Vietnamese regulation allows more flexibility for companies to pay dividend in term of other assets, not

limited to only cash or stock term. In contrast, only cash or stock dividend is permissible by Thai law. Therefore, if Amata

Vietnam decides to pay dividend neither in cash nor stock term, this could result in lower company’s cash dividend available

for shareholders.

Dividend policy of Amata City Long Thanh Joint Stock CompanyThe company will determine the dividend policy of Amata City Long Thanh JSC to be aligned with that of the Amata

Vietnam. Also the company, on behalf of the direct and indirect shareholders, who gain the controlling interests over Amata

City Long Thanh JSC has no policy to let Amata City Long Thanh JSC pay dividend in other asset terms apart from cash

or stock unless it is necessary to do so.

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MANAGEMENT

STRUCTURE

Organization Structure of Amata VN Public Company Limited as of December 31, 2015

* Amata VN PCL. has hired A&C Auditing and Consulting Co., Ltd. to evaluate Amata (Vietnam) JSC’s internal control system.

The report has to be submitted to the company’s Audit Committee and also Amata (Vietnam) JSC’s Board of Directors for

acknowledgment and action on part related with the internal control as audited by the internal auditors.

Board of Directors

Chief Executive Officer

Chief Operating Officer

Audit Committee

Internal Audit*

Accounting Department Manager

Business Development Department Manager

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Boad of Directors Board of Directors of Amata VN PCL

As of 31 December 2015, the Board of Directors is comprised of nine directors. Ms Varaporn Vatcharanukroh has

been appointed as the Company Secretary.

Name Position Appointed Date

1. Dr. Surin Pitsuwan Chairman / Independent Director 11 August 2015

2. Dr. Huynh Ngoc Phien Vice-chairman 30 August 2012

3. Ms. Somhatai Panichewa Director / CEO 30 August 2012

4. Mr. Kampol Tatiyakavee Director / COO 7 August 2014

5. Prof. Dr Warapatr Todhanakasem Director 30 August 2012

6. Ms. Songchom Tangnawapan Director 30 August 2012

7. Ms. Ajarie Visessiri Independent Director and Chairman

of Audit Committee

30 August 2012

8. Mr. Do Ngoc Son Independent Director and Audit

Committee

30 August 2012

9. Mr. Mats Anders Lundqvist Independent Director and Audit

Committee

14 December 2012

Remark: Mr Kampol Tatiyakavee has been appointed as director due to the meeting resolution No. 3/2014 dated 7

August 2014 to replace Mr Chuchart Saithin who resigned from his position

Mr Surin Pitsuwan has been appointed as the Board of Directors due to the meeting resolution No. 4/2015

dated 11 August 2015 to replace Mr Vikrom Kromadit who resigned from his position

All Directors have passed IOD’s Director Certified Program (DCP) or Director Accredited Program (DAP).

Prof. Dr Warapatr Todhanakasem has also passed Role of the Chairman Program (RCP), The Role of

Chairman (RCM) and Role of the Compensation Committee (RCC)

Dr. Surin Pitsuwan, the Chairman, is also Independent Director. Hence the Board’s structure comprising of 7

non-executives and 2 executives where as 4 members are independent, will cause a balance in voting for

all matters, conforming to the company’s recguration, the SEC’s govennance reguration and other related

regulation as well.

Number or Name of Dirctors authorized to affix signature and be binding on the Company are any two

directors joinly sign with the Company’s common seal affixed.

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Scope of duties and job responsibilities

Board of Directors Meeting No. 1/2012 dated September 7, 2012 has passed the resolution approving the scope of

duties and responsibilities of the Board of Directors 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;

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;

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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 details of the composition and appointment of the Board of Directors and the Audit Committee are as follows.

1. The composition and appointment of the Board of Directors

The Board of Directors shall consist of at least 5 (five) Directors and at least half of the total number of Directors

must be residents in Thailand. The Directors may be or may not be shareholders of the Company.

Regarding the appointment of the Board of Directors, there shall be the consideration of knowledge, capability,

and work experience concerning the business operation or the major shareholders of the Company who have

experience which shall be beneficial to the Company. However, the appointment of the new Directors shall obtain

approval from the Meeting and/or the Shareholders Meeting (as the case may be). In this regard, the Articles of

Association of the Company state that the Shareholders’ Meeting appoints the Directors in accordance with the

following rules and methods:

(1) Each shareholder shall have 1 (one) share per 1 (one) vote;

(2) Each shareholder shall be able to use all their votes in respect of (1) electing one or more candidates to

be Director(s). In the case of appointing several candidates to be Directors, it is not allowed to allot votes

to any candidates specifically.

(3) the candidates shall be ranked in order descending from the highest number of votes received to the lowest,

and shall be appointed as directors in that order, until all of the director positions are filled. Where there is

an equality of votes cast for candidates in descending order causing the number of directors to be exceeded,

the Chairman shall have a casting vote.

At every General Meeting of Shareholders, one-third of the total number of Directors shall vacate in proportion,

in the case that the number of Directors is not able to be divided into three, the number of Directors closest to

one-third shall vacate. The vacated Directors may be re-elected. In this regard, the directors vacating from the

first and second years after registration of the Company shall be selected by drawing lots. For the subsequent

years, the Director who has occupied the position for the longest shall vacate. In the case that the position on

the Director is vacant as a result of reasons other than rotation, the Board of Directors of the Company shall

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appoint a qualified person as mentioned above to be the Director in the next Board of Directors’ meeting, unless

the remaining term of office of the said Director is less than 2 months. In this regard, the resolution of the Board

of Directors shall be passed by a vote of not less than three-quarters of the number of Directors remaining. The

person who is appointed as a Director shall remain in that position for the same term as that to which the previous

person was appointed.

2. The composition and appointment of the independent directors

The Board of Directors shall consist of at least 1/3 of total directors or not less than 3 (three) independent

directors. The company has a policy of recruiting the Independent Directors in accordance with the following

rules and methods::

(1) Holding shares not exceeding 1% (one percent) of the total number of shares with voting rights of the

Company, its parent company, subsidiaries, associated companies, major shareholder, or controlling person

of the Company. In this regard, the number of shares to be considered shall be calculated from persons

relating to such Independent Director as well;

(2) Neither being nor ever having been a Director who takes part in the management, employee, staff member,

advisor who receives a regular salary, or controlling person of the Company, its parent company, subsidiaries,

associated companies, same-level subsidiaries, major shareholder, or the controlling person of the Company,

unless the foregoing status has ended for at least 2 (two) years prior to the filing of application be made to

the Security and Exchange Commission Thailand (the “SEC”). However, such prohibited characteristic shall

not include the case where the Independent Director used to be a government official or advisor of a

government entity which is a major shareholder or controlling person of the Company;

(3) Not being a person related by blood or by legal registration as father, mother, spouse, sibling, and child,

including spouse of child, of the Executive, major shareholder, controlling person, or person to be nominated

as Executive, or controlling person of the Company, or its subsidiaries;

(4) Not having or never having had a business relationship with the Company, parent company, subsidiaries,

associated companies, major shareholder, or controlling person of the Company in the characteristic that

may prevent its own free consideration, including not being or ever having been a significant shareholder

or controlling person of the person/entity which has a business relationship with the Company, parent

company, subsidiaries, associated companies, major shareholders, or controlling persons of the Company.

Unless they have not had such characteristics for at least 2 (two) years before the date of filing an application

to the SEC.

The term ‘business relationship’ in the first paragraph shall include any ordinary trade for business operation,

rental or lease of immovable property, transaction relating to assets or services or granting or receipt of

financial assistance through receiving or extending loans, guarantee, providing assets as collateral, as well

as any other similar actions, which result in the Company or its counterpart being subject to indebtedness

payable to the other party in the amount of 3% (three percent) or more of the net tangible assets of the

Company or THB 20,000,000 (Twenty million baht) or more, whichever is lower. The amount of such

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indebtedness shall be calculated according to the method for calculation of value of Connected Transactions

under the Notification of the Capital Market Supervisory Board governing rules on the Connected Transactions

mutatis mutandis. The consideration of such indebtedness shall include indebtedness incurred during the

one-year period prior to the date on which the business relationship with such person commences;

(5) Neither being nor ever having been an auditor of the Company, its parent company, subsidiaries, associated

companies, major shareholder, or controlling person of the Company, and not being a significant shareholder,

controlling person, or partner of the audit firm which employs auditors of the Company, its parent company,

subsidiaries, associated companies, major shareholder, or controlling person, unless the foregoing relationship

has ended for at least 2 (two) years prior to the date of filing an application to the SEC;

(6) Neither being nor ever having been any professional service provider including a legal counselor or financial

advisor who receives a service fee of exceeding THB 2,000,000 (Two million baht) per year from the

Company, its parent company, subsidiaries, associated companies, major shareholder, or controlling person

of the Company, and not being a significant shareholder, controlling person or partner of the aforementioned

professional service provider(s), unless the foregoing relationship has ended not less than 2 (two) years

before the date of filing an application to the SEC;

(7) Not being a Director appointed as a representative of Directors of the Company, major shareholder, or

shareholder who is related to the major shareholder;

(8) Not undertaking any business of the same nature as and competing with that of the Company or its

subsidiaries or not being a significant partner in a partnership or being a director who takes part in the

management, employee, staff member, advisor who receives regular salary or holding shares exceeding

1% (one percent) of the total number of shares with voting rights of other companies which undertake

businesses of the same nature as and competing with that of the Company or its subsidiaries;

(9) Not having any other characteristics which cause the inability to render independent opinions with regard

to the Company’s business operations;

The Board of Directors Meeting

Meeting Attendance in 2014 and 2015

Name

2014 2015

Meeting Attendance / Total Meeting (Times)


1. Mr.Vikrom Krommadit 4/4 3/5

2. Mr.Surin Pitsuwan - 2/5

3. Dr. Huynh Ngoc Phien 3/4 4/5

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Name

2014 2015



4. Ms. Somhatai Panichewa 4/4 5/5

5. Mr. Kampol Tatiyakavee 1/4 5/5

6. Prof. Dr Warapatr Todhanakasem 4/4 4/5

7. Ms. Songchom Tangnawapan 4/4 5/5

8. Ms. Ajarie Visessiri 4/4 5/5

9. Mr. Do Ngoc Son 4/4 3/5

10. Mr. Mats Anders Lundqvist 4/4 4/5

Remark: Mr. Kampol Tatiyakavee has been appointed as director due to the meeting resolution No. 3/2014 dated 7

August 2014 to replace Mr. Chuchart Saithin who resigned from his position

Mr. Surin Pitsuwan has been appointed as the Board of Directors due to the meeting resolution No. 4/2015

dated 11 August 2015 to replace Mr. Vikrom Kromadit who resigned from his position

Audit Committee Audit Committee of Amata VN PCL

As of 31 December 2015, Audit Committee is comprised of three members as follows;

Name Position Effective date

1. Ms. Ajarie Visessiri Chairman of Audit Committee 30 August 2012

2. Mr. Do Ngoc Son Audit Committee 30 August 2012

3. Mr. Mats Anders Lundqvist Audit Committee 14 December 2012

Ms. Ajarie Visessiri and Mr. Anders Lundqvist have the knowledge and experience in auditing financial report.

Mrs. Varaporn Vatcharanukroh is the Secretary of Audit Committee.

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Scope of duties and job responsibilitiesBoard of Directors Meeting No. 2/2012 dated 14 December 2012 has passed the resolution approving the scope of duties

and responsibilities of Audit Committee as follows;

1. To verify that the Company has an accurate and adequate financial reports

2. To verify that the Company has proper and effective internal control and internal audit system, and to review the

independence of internal audit function as well as to agree on appointment, transfer or disemployment of internal

audit function head or any functions related to the internal audit

3. To verify that the Company complies with the law of Securities and Exchange, the regulations of Stock Exchange or

any laws associated with the Company’s business

4. To consider, select, propose an independent auditor’s appointment as well as their remuneration, and attend the

meeting with the auditor without Management participation at least once a year

5. To consider the connected transactions or those which might lead to the conflicts of interests in accordance with the

laws of Stock Exchange to ensure that such transactions have been reasonably done for the greatest benefits of the

Company

6. To prepare the Audit Committee’s report as disclosed in the Company’s annual report, an Audit Committee’s report

must be signed by the Chairman of Audit Committee and comprised of at least following information:

a. an opinion on the accuracy, completeness and credibility of the company’s financial report;

b. an opinion on the adequacy of the company’s internal control system;

c. an opinion on the compliance with the law of Securities and Exchange, the regulations of the Stock Exchange,

or the laws related to the Company’s business

d. an opinion on the suitability of an auditor

e. an opinion on the transactions that may lead to the conflicts of interests

f. the number of the Audit Committee meetings, and the attendance at such meetings by each committee member;

f. the number of the Audit Committee meetings, and the attendance at such meetings by each committee member

g. an opinion or overview of comments observed by the Audit Committee under their duties and responsibilities in

accordance with the charter, and

h. other transactions which, in accordance with the scope of their duties and responsibilities, should be made the

shareholders and general investors known

7. Perform any other jobs as assigned by the Company’s Board of Directors and obtained the Audit Committee’s approval.

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The composition and appointment of the Audit CommitteeThe Audit Committee consists of at least 3 (three) independent directors. The Audit Committee is not being the Director

who is designated by the Board of Directors to decide the execution of business of the Company, subsidiaries, associated

companies, same-level subsidiaries, major shareholder, or controlling person of the Company and not being a Director of

the Company’s subsidiaries or the same-level subsidiaries which are listed companies.

Moreover, at least one of the Independent Directors shall be the person who possesses an abundance of knowledge and

experience in accounting or financial matters so that he/she can perform his/her duty to review the creditability of the

financial statement of the Company. In addition, the Company shall consider other qualifications such as experience in

this area of business, specific profession in the business matter, and good morals.

The Audit Committee Meeting

Meeting Attendance in 2014 and 2015

Name

2014 2015



1. Ms. Ajarie Visessiri 4/4 4/4


3. Mr. Mats Anders Lundqvist 4/4 4/4

Executives of Amata VN PCL

As of 31 December 2015, Executives are comprised of 4 persons as follow:

Name Position

1. Ms. Somhatai Panichewa Chief Executive Officer

2. Mr. Kampol Tatiyakavee Chief Operating Officer

3. Ms. Pham Thi Thanh Huong Business Development Department Manager

4. Ms. Supaporn Assarasakorn Accounting Department Manager

Remark: Ms. Supaporn Assarasakorn has been appointed as accounting department manager on1 September 2014

to replace Ms. Khantima Deebuk who resigned from her position. Ms. Pham Thi Thanh Huong has been

appointed on 1 June 2o15.

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Scope of Power, Duties and Responsibilities of the Chief Executive OfficerBoard of Directors Meeting No. 1/2012 dated 7 September 2012 has passed the resolution approving the scope of duties

and responsibilities of the Chief Executive Officer as follows;

1. To regulate and oversee the overall operation of the Company to be in accordance with the business objectives of

the Company and as assigned by the Board of Directors of the Company;

2. To determine the strategy and business plans for proposing to the Board of Directors of the Company and to proceed

in order to achieve the strategy and business plans as approved by the Board of Directors of the Company;

3. To proceed and perform any actions as assigned by the Board of Directors and in accordance with the policies of the

Board of Directors;

4. To order, impose regulation, notification, or memorandum in order for that operations to comply with the policy;

5. To coordinate with the Executives and employees to comply with the policy and the business direction as assigned

by the Board of Directors of the Company;

6. To consider the incurrence of encumbrances of the Company’s rights and properties with any person, company,

partnership, or financial institution to be proposed to the Board of Directors for approval;

7. To consider and approve the withdrawal of expenditures for operating normal business in the limited amounts as

approved by the Board of Directors;

7.1 General expenditures in amounts not exceeding THB 2,000,000;

7.2 Operating expenditures for non-budgeting in amounts not exceeding THB 2,000,000; and

7.3 Capital expenditures for non-budgeting in amounts of not exceeding THB 5,000,000;

8. To consider and approve investment in instruments or securities or deposits for the accounts of the Company in

amounts approved and assigned by the Board of Directors;

9. To consider business investment expansions, including joint ventures with other entrepreneurs and to propose the

same to the Board of Directors for approval in the next meeting;

10. To approve the expenditure of the material investment fund stipulated in the annual budget or the principal of such

investment fund approved by the Board of Directors.

11. To supervise employees to work in accordance with the policy, regulations, and to conduct business according to the

principals of the Corporate Governance;

12. To support and develop knowledge, capability, and potential of employees in order to increase the capacity of the

organization;

13. To consider and appoint any advisor(s) necessary for the operation of the Company;

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14. To consider and approve the execution of Connected Transactions which are regarded as general trading conditions,

such as sales and purchases of goods at market price, the calculation of service fees as the normal fees, and

providing the credit terms as an ordinary customer. All such transactions must comply with policy as approved by the

Board of Directors;

15. To approve the appointment, removal, and dismissal of employees and Executives of the Company; and

16. To generally execute any work as assigned by the Board of Directors. In this regard, the Chief Executive Officer shall

not have the power to approve Connected Transactions which are not general trading conditions, the Acquisition

and Disposition of Material Assets of the Company and/or the transactions which the Chief Executive Officer or the

persons who may be interested persons or the person who may have any conflict of interest with the Company and

the subsidiaries, except general trading conditions stipulating the policies and principles of entry into the transactions

such as Connected Transactions and the Acquisition and Disposition of Material Assets of the Company or its

subsidiaries, which have already been approved by the Board of Directors and that have obtained consent from the

shareholders in accordance with the requirements of the Stock Exchange of Thailand.

Scope of Powers, Duties, and Responsibilities of the Company SecretaryBoard of Directors Meeting No. 1/2012 dated 7 September 2012 has passed the resolution approving the appointment of

Mrs. Varaporn Vatcharanukroh as the Company Secretary, and the scope of powers, duties, and responsibilities of the

Secretary of the Company, having details as follows:

The Secretary of the Company shall provide supports for preparing agenda of the meetings, meeting notices, organize

meetings of the Board of Directors, various Committees and the General Meeting of Shareholders. Moreover, the Secretary

of the Company shall support providing minutes of Board of Directors’ meeting, minutes of various Committees’ meeting,

minutes of Shareholders’ meeting, annual report, keep the documents as required by the Law and advice regarding the

implementation of the Board of Directors to be in accordance with the Law, regulations and relevant rules. Besides this,

the Secretary of the Company shall be responsible for Directors and the Company to keep information completely accurate

and evident. The Secretary of the Company appointed by the Board of Directors, the Secretary of the Company must be

a person whose his/her knowledge and ability be appropriate to work as the Secretary of the Company.

The Normination of the Company’s Directors and ExecutivesAmata VN PCL has not set the Normination Committee. When any director has completed his/her term or it is necessary

to appoint more directors, the remaining Board of Directors will consult and select the new member using the guideline

and method based upon the knowledge, capability, and work experience which will benefit the company.

However, a person who is appointed as a Director shall be qualified in accordance with section 68 of the Public Limited

Company Act, B.E. 2535 (1992) (as amended from time to time), and other releted law and reguration as well. After the

Board’s resolution of an appointment, the name of Director has to be submitted for approvel from the Shareholders’ meeting

(case by case). The vote has to be based upon the majority of the attendened shareholders

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The policy of controlling the subsidiaries

The Company shall delegate a person who has an education especially in the related business of the subsidiaries

to be Directors or Executives in the subsidiaries in proportion to its shareholding. The people to be delegated

as Directors or Executives of the subsidiaries shall be approved by the Board of Directors Meeting.

In addition, the Company has clearly stipulated the scope of duties and responsibilities of people to be delegated

as Directors or Executives of the subsidiaries.

The Company delegate 5 persons to be Amata (Vietnam) JSC Directors as follows:

Ms. Somhatai Panichewa

Ms. Songchom Tangnawapan

Mr. Kampol Tatiyakavee

Dr. Huynh Ngoc Phien

Mr. Do Ngoc Son

All Directors have passed IOD’s Director Certified Program (DCP) or Director Accredited Program (DAP)

The Company clearly stipulates the scope of power which the people to be delegated as Directors or Executives

can exercise their discretion, so that the votes of such Directors and Executives at the Board of Directors Meeting

of the subsidiaries in relation to material matters is subject to the approval of the Board of Directors Meeting of

the Company.

However, the people to be delegated as Directors or Executives of the subsidiary must be qualified and perform

in accordance with the relevant regulations of the Securities and Exchange Commission of Thailand and the

Stock Exchange of Thailand, such as the Notification of the Securities and Exchange Commission No. Tor Jor.

28/2551 Re: Application for and Approval of Offer for Sale of Newly Issued Shares (as amended from time to

time), including any regulations to be announced in the future.

The Company shall keep track of the subsidiary to disclose completed and correct information in relation to the

financial status and results of operations, Connected Transactions, and the Acquisition or Dispositionof Material

Assets.

The Company shall keep track of Directors and Executives of the subsidiaries to act in compliance with their

duties and responsibilities, as stipulated by the law.

The Company has a controlling mechanism under which the following transactions require the prior approval of

resolution from the Board of Directors Meeting and/or the Shareholders’ Meeting:

1. transactions between the subsidiary and its Connected Persons;

2. the Acquisition or Dispositionof assets; and

3. any other material transactions of the subsidiary.

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The said procedures prescribe that all such transactions and amount as same as the Company shall be obtained the

prior approval of resolution from the Board of Directors Meeting and/or the Shareholders’ Meeting in accordance with

the relevant Notification of the Capital Market Supervisory Board and the Notification of Notification of the Securities

and Exchange Commission of Thailand which the Annual General Meeting of Shareholders 2014 of Amata Vietnam

on May 10, 2014 had resolved to approve the said acquisition and disposition of assets and connected transactions

policies.

Furthermore, the other material transactions of the subsidiaries shall be regulated by the approval authority policy of

the Company and subsidiaries which stipulatesthe important transactions of Amata Vietnam that has to be resolvedby

Company’s board of directors or the shareholders’ meeting beforeimplement. The details are as follows:

(1) Matters to be approved by the Board of Directors of the Company

a) To Appoint or nominate any person to be a director or executives of subsidiaries and/or affiliates, at

least in proportion to shareholding in such subsidiaries and/oraffiliates. The directors and executives

nominated or appointed by the Company have its own discretion to vote in the Board of Directors of

subsidiaries and/or affiliates in matters relating to the general administration and normal business of

the subsidiary and/or affiliates as a director and executives of subsidiaries and/or affiliates view as

proper for the best benefit of the Company, its subsidiaries and/or affiliates, unless subject to the

matters which have to be approved by the Board of Directors or the shareholders’ meeting of the

Company. (as applicable).

The directors or executives,as the paragraph above which are nominated for such positions, shall be

listed in the list of directors and executives of the security issuance company (White List)

includingqualifications, roles and responsibilities as well as are not lack of trust in accordance with the

notification of the Securities and Exchange Commission re the specify of the lack of trust characteristic

of directors and executives.

(b) To Considerand approve the annual dividend and interim dividend (if any) of subsidiaries.

(c) To amendment theArticle of Association of the subsidiaries except for the amendment in a significant

matter as Clause (2) (f).

(d) To consider and approve the subsidiaries’ annual budget.

(e) To appointthe auditors of the subsidiaries which must be a full member in the same network as the

auditor of the Company.

Clause (f) to (n) are considered as significant transactions and if proceed such transactionswill significantly

impact on the financial status and results of operations of the subsidiaries, the transactions must be prior

approved by the Company’s Board of Directors Meeting, provided that such transactions will be calculatedfrom

the size of the subsidiary compared to the size of the company (by the calculations of the criteria stipulated

in the Notification of the Capital Market Commission and the Securities and Exchange Commission of

Thailand regarding the acquisition or disposition of assets and/or the Connected Transaction(as the case

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may be) applicable mutatis mutandis), then the criteria to be considered to obtain the approval by the Board

of Directors’ Meeting as the following transaction:

(f) In case that the subsidiaries agree to enter into a transaction with a related party to the subsidiaries

or related to the acquisition or disposition of assets of the subsidiaries.

(g) Transferring or waiving the beneficial rights including essential rights of clamis against any person who

causes damage to the Subsidiary of the Company.

(h) Sale or transferring of major subsidiaries’ enterprisein whole or part to other person.

(i) Purchasing or acquisition of other company’s businessto subsidiaries.

(j) The execution, amendment or termination of contracts relating to the important leasing business of

its subsidiaries in whole or in part. The delegation to other person to manage the subsidiaries’ business

or the merger of the subsidiary’s business with other party.

(k) Lease or hire-purchase of all business or property of its Subsidiary or their essential parts.

(l) Borrowing lending, financing guarnteeing, and any other transactions which bind the Subsidiary of the

Company by creting an additional material impact on the financial status in the case that the third

party lacks liquidity or cannot perform its obligations, or any other type of provistion of financial

assistance to the third party whereby such transaction is not in the normal course of business of such

Subsidiary.

(m) The liquidation of a subsidiary.

(n) Any transactions which are not in the normal course of business of such Subsidiaries and will materially

affect the benefit of the Subsidiaries.

(2) Approving authority of the Shareholders Meeting of the Company

The Shareholders’ Meeting of the Company shall have authority to approve and execute transactions as follows:

(a) In case that the subsidiaries agree to enter into the related party transaction or the acquisition or

disposition of assets of the subsidiary, provided that such transactions will be calculated from the

size of the subsidiary compare to the size of the company (by the calculations of the criteria stipulated

in the Notification of the Capital Market Commission and the Securities and Exchange Commission

of Thailand regarding the acquisition or disposition of assets and/or the Connected Transaction (as

the case may be) applicable mutatis mutandis), then the criteria to be considered to obtain the approval

by the Shareholders’ Meeting of the Company.

(b) Increase of capital of the Subsidiary of the Company by issuing new shares and alloating newly issued

shares, including a reduction in registered capital which is not in proportion to the shareholding of the

existing Shareholders, and results in a proportional reduction of the direct and indirect shareholding

of the Company in its Subsidiary and each subsequent subsidiary declining of 10% of the paid-up

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registered capital of such Subsidiary, or results in a proportional reduction of the direct and indirect

shareholding of the Company in the Subsidiary and each subsequent subsidiary that is lower than the

proportion specified in the law governing such Subsidiary, which results in the Company not having

controlling power over the Subsidiary.

(c) Any other action as a result in the proportion of voting rights of the Company both direct and/or indirectin

any wayto the shareholders’ meeting of the subsidiaries which decreases more than ten percent (10)

of the total number of subsidiaries’ voting right. Or result in the proportion of voting rights of the

Company both direct and/or indirect to the shareholders of the subsidiaries less thanthe ratio prescribed

by the law which applies to its subsidiaries to enter into any other transaction, transaction is not in the

normal course of business of such Subsidiary.

(d) Liquidation of subsidiaries, provided that it has to be calculated on the size of the subsidiaries’ business

compare to the size of the Company’s business (by comply with the criteria stipulated in the Notification

of the Capital Market Supervisory Board and the Securities and Exchange Commission regarding the

Acquisition or Disposition of Assets, applicable mutatis mutandis), then the criteria to be considered

approval by the Shareholders’ Meeting of the Company.

(e) Any transactions which are not in the normal course of business of such Subsidiaries and will materially

affect the benefitof the Subsidiaries, provided that it has to be calculated on the size of the subsidiaries’

business compare to the size of the Company’s business (by comply with the criteria stipulated in the

Notification of the Capital Market Supervisory Board and the Securities and Exchange Commission

regarding the Acquisition or Disposition of Assets, applicable mutatis mutandis), then the criteria to

be considered approval by the Shareholders’ Meeting of the Company.

(f) Amendment of Memorandum and Articles of Association of the Subsidiary which will significantly effect

to the financial status and and results of operations of the Subsidiaries, including but not limited to

the voting right of the Company in Board of Directors’ Meeting of the Subsidiaries and/or the Shareholders’

Meeting of the Subsidiaries or the dividends payment of the subsidiaries etc.

The Company has clearly stipulated the duties of directors and executives of the Company and/or its subsidiaries

in the corporate governance of the Company’s subsidiaries in the Articles of Associate as follows:

(1) The Directors and Executives of the Company and/or its subsidiaries to disclose completed and correct

information in relation to the financial status and results of operations, Connected Transactions, and

the Acquisition or Disposition of Material Assets of the Company and/or Subsidiaries within the

reasonable period as stipulated by the Company, provided that the Board of Directors of the Company

and/or the Subsidiaries considers such transaction from the relevant Notification of the Capital Market

Supervisory Board and the Board of the Stock Exchange of Thailand apply mutatis mutandis.

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(2) The Directors and Executivesof the Company and/or the Subsidiaries must disclose and deliver their

interests and related party information to the Board of Directors of the Company and/or its subsidiaries

to be aware of the relationship and the transaction with the Companythat may incur a conflict of interest

and avoid doing any transactions that may cause a conflict of interest or the Company by the Board

of Directors of the Company and/or its subsidiaries are obliged to inform such matter to the Board of

Directors of the Company and/or its subsidiaries within the period as prescribed by the Company in

order to being the information for consideration or decision of any approval. This major of consideration

will take into account the overall interests of the Company and/or its subsidiaries.

The directors of the Company and/or its subsidiaries shall not engage in a matter of self-interest or

conflict of interests, both directly and indirectly as well.

The following transactions shall be deemed that the Directors, Executives or individuals who are

relevant to the Company and/or its subsidiaries receivethe financial benefit other thannormally would

or cause the Company and/or its subsidiariesreceive the damage with presumably to act contrary to

the Company’s interests significantly

The following transactions shall be deemed that the Directors, Executives or individuals who are

relevant to the Company and/or its subsidiaries receivethe financial benefit other thannormally would

or cause the Company and/or its subsidiariesreceive the damage with presumably to act contrary to

the Company’s interests significantly :

(a) Entering into the transactions between the Company and/or its subsidiaries with the directors,

executives or individuals who are not related by the criteria of the related transaction.

(b) The use of the Company and/or its subsidiaries’ information or the Company and/or its subsidiaries

perceive, unless the information is already publicly available.

(c) The use of the property or business opportunity of the Company and/or its subsidiaries in the

same way that the Company and/or its subsidiaries (as applicable) act which violate the rulesor

common practiceaccording to the Notification ofCapital Market Supervisory Board.

(3) The directors and executives of the Company and/or its subsidiaries shall report its business plan,

business growth,large investment projects as well as joint investment with other operators to the

Company via the monthly operating report and clarify or submit documents for considering upon the

Company’s request.

(3) The Directors and executive of the Company and/or its subsidiaries shall deliver the information or

documents concerning the operations of the Company upon receiving the request, as appropriate.

(3) The Directors and Executives of the Company and/or its subsidiaries shall clarify or deliver the supporting

documentsto the Company, in case of the Company detect any significant issues.

(6) the Directors of the Company and/or its subsidiaries shall provide appropriate internal control system

and strong enough to prevent corruption that may occur with the Company including provide the clear

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work system to show that the Company has adequate disclosure, entering into the significant transaction

as guidelines continuously and reliable. And there is a channel for the directors and executives of the

Company and/or its subsidiaries to acquire the information of the Company in order to monitoring the

operating results and financial status, entering into the transaction between the Company and its

directors and executive, the transaction between the subsidiaries and its directors and executive and

transaction that is significant for the Company effectively. In addition to provision of such system

monitoringmechanism in the Company, the team of internal auditors and the independent directors of

the Company can access such information directly and report the results of the such system monitoring

to the directors and executives of the Company and/or its subsidiaries to ensure that the Company

and/or its subsidiaries comply with the system supplied regularly.

In addition, the Board of Directors’ Meeting of the Company Session 5/2015held on October 29, 2015 had

approved in principle to amend the Articles of Association of Amata City Long Thanh Joint Stock Company

(“Amata City Long Thanh JSC”), a subsidiary of the Company recently established (more details about

such company as in Section 10.9), and any subsidiary which the Company may establish in the future. In

order to the Articles of Association of the subsidiary align with therelevant Notifications of the Securities

and Exchange Commission, the Capital Market Supervisory Board and the Office of the Securities and

Exchange Commissionas it does not contravene the laws of that country, the Company has a mechanism

to governance its subsidiaries,for instant, the right to appoint the directors in proportion to its shareholding

in the subsidiaries, any significant transactions of the subsidiaries must be approved by the Board of

Directors’ Meeting and/or the Shareholders’ Meeting of the Company before enter into such transaction

and in case of the subsidiary is a foreign company, the Director of such subsidiary at least one person shall

be a resident in Thailand etc.

As the part of the amendment of the Articles of Association of Amata City Long Thanh JSC, the Company

shall carry out by has Amata City Long ThanhJSC amend the Articles of Association comply to the said

guidelines without delay. In the process of amendment of the Articles of Association of the subsidiary which

if the Company has to exercise its right to control on any matter, the Company shall exercise its right

through the appointed directors of the subsidiary in order to supervision any transactions of the subsidiary

in compliance with the relevant rules and regulations and laws and according to the mechanism for the

subsidiary governance and the Company’s Articles of Association.

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Organization Structure of Amata (Vietnam) Joint Stock Company as of December 31, 2015

Board of Directors

Vice President Vice President

Internal Audit team*

President

HR & Admin Manager

Land & Government Affairs Manager

Legal Manager

Accounting & Finance Manager

Senior Marketing & Sales Manager

Engineer Manager

Water Management Manager

Facilities Management Manager

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Amata (Vietnam) Joint Stock Company (Subsidiary Company) Board of Management

As of 31 December 2015, Board of Management are comprised of 5 persons as follow:

Ms. Pham T. Thu Thuy is the Secretary of the Company

Name Position

1. Dr. Huynh Ngoc Phien* Chairman

2. Mr. Do Ngoc Son* Director

3. Mrs. Somhatai Panichewa * Director

4. Mr. Kampol Tatiyakavee * Director

5. Ms. Songchom Tangnawapan * Director

Remark: * These are the Amata VN’s Directors who have been appointed to be Amata (Vietnam) JSC’s Director

per the company’s Board of Directors’s resolution in the meeting no. 1/2012 dated 7 September 2012

and no. 3/2014 dated 7 August 2014

- Ms. Pham Thi Thanh Huong resigned from Amata (Vietnam) JSC Board on 16 May 2015

- Mr. Chu Thanh Son and Mr. Nguyen Minh Huy resigned from Amata (Vietnam) JSC Board on 1

June 2015 in accordance with new set up of the Board after the company has increased the

shareholding in Amata (Vietnam) JSC to 89.99%

- Mr. Anucha Sihanatkathakul resigned from Amata (Vietnam) JSC Board on 1 July 2015

- Professor Dr. Warapatr Todhanakasem resigned from Amata (Vietnam) JSC Board on

30 October 2015

The Authorized Director of Amata (Vietnam) Joint Stock Company

The Legal Representative is Mrs. Somhatai Panichewa with her signature and the company’s seal.

The scope of power, duties, and responsibilities of the Board of Management

The scope of power, duties, and responsibilities of the Board of Management is as specified below:

1. The Board of Management has duty to mange or direct the implementation in relation to the business

operation of the Company. The Board of Management is entitled to have full power to exercise all rights

and obligations on behalf of the Company, excluding authority which belongs to the General Meeting of

Shareholders;

2. The Board of Management shall be responsible to supervise the managing director or President and other

managers;

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3. The Board of Management shall have the following powers and duties:

3.1 To make decisions on plans for development of annual business and production, and the annual

budget;

3.2 To determine the operational objectives on the basis of the strategic objectives approved by the General

Meeting of Shareholders;

3.3 To appoint and discharge managers of the Company upon the request of the managing director or

President; and to make decisions on their salary;

3.4 To make decisions on the organizational structure of the Company;

3.5 To deal with complaints made by the Company about a manager and to make a decision selecting a

representative of the Company to deal with legal procedural issues against such manager;

3.6 To propose the classes of shares which may be issues and the total number of shares of each class

to be issued;

3.7 To propose the issuance of bonds, bonds convertible into shares and securities rights which entitle

the owner to purchase shares at a pre-determined price;

3.8 To determine the prices at which bonds, shares and convertible securities will be offered for sale;

3.9 To appoint, dismiss or remove the managing director, President, a manager or the representative of

the Company where the Board of Management believes that such action is taken in the best interests

of the Company. Such removal shall not be contrary to the contractual rights (if any) of the person

involved;

3.10 To propose annual dividend rates and to fix temporary dividend rates; to organize payment of dividends;

and

3.11 To propose the restructuring or dissolution of the Company.

4. The Board of Management has power to approve the following matters:

4.1 Establishment of a branch or representative office of the Company;

4.2 Establishment of subsidiaries of the Company;

4.3 The Board of Management may from time to time make decisions on the performance, amendment

or rescission of large contracts of the Company (including contracts for purchase, sale, merger and

takeover of companies and joint venture contracts) within the scope of Article 108.2 of the Law on

Enterprises 60/2005/QH11 passed by the National Assembly on June 29, 2006 (the “Law on

Enterprises”), except for the case stipulated in Article 120.3 of the Law on Enterprises which must be

approved by the General Meeting of Shareholders;

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4.4 Appointment and removal of any person authorized by the Company to act as a commercial

representative or lawyer of the Company;

4.5 Borrowing, and implementation of mortgages, warranties, guarantees and payment of compensation

by the Company;

4.6 Investments which are not included in the business plan or investments exceeding ten percent (10%)

of the value in the business plan and in annual business budget;

4.7 Purchase or sale of shares of the other companies established in Vietnam or overseas;

4.8 Valuation of assets contributed to the Company which are not in cash relating to the issuance of shares

or bonds by the Company, including gold, land use rights, intellectual property rights, technology and

technological know-how;

4.9 Purchase or recovery by the Company of no more than ten percent (10%) of shares of each class;

4.10 Business issues or transactions which the Board of Management decides are required to have its

approval and which are within the scope of its powers and responsibilities; and

4.11 Decision on the buying or recovery price of shares of the Company.

5. The Board of Management must report to the General Meeting of Shareholders its activity being supervision

of the managing director or President and other managers within a financial year. If the Board of Management

fails to submit such report to the General Meeting of Shareholders, the annual financial statements of the

Company shall be deemed invalid and not to have been approved by the Board of Management.

6. The Board of Management may establish a sub-committee and authorize it to act pursuant to the authority

of the Board of Management. Membership of a sub-committee may consist of one (1) or more members

of the Board of Management and one (1) or more non-board members pursuant to a decision of the Board

of Management. During the course of performance of authorized powers, the sub-committee must comply

with the rules stipulated by the Board of Management.

7. The Board of Management has power to appoint a member of the Board of Management or another person

as the managing director or President and shall enter into a contract stipulating the salary, remuneration,

benefits and other terms regarding employment.

8. Any members of the Board of Management shall be responsible for performing his/her duties including

duties in capacity of a member of a sub-committee of the Board of Management in a truthful manner, in

the manner which is believed to be the best interests of the Company, and with the degree of prudence

which a prudent person must have in order to fill a corresponding position in similar circumstances.

9. Any members of the Board of Management who breaches the obligation to act honestly or who fails to fulfill

his/her obligations carefully, diligently and professionally shall be liable for any loss caused by such breach.

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10. The Board of Management shall be honest and avoid conflicts of interests as per the details below:

10.1 Members of the Board of Management shall not be permitted to use business opportunities profitable

to the Company for personal purposes; and shall not be permitted to use information obtained by

virtue of their position for their personal benefit or for the benefit of others.

10.2 Members of the Board of Management shall be obliged to notify the Board of Management of any

interests which may conflict with the interests of the Company and which they may be entitled to via

another economic legal entity or via some other personal transaction. The above-mentioned persons

shall be permitted to use such opportunities where the members of the Board of Management who

do not have related interests have decided not to investigate such issue.

10.3 The Company shall not be permitted to provide loans, guarantees or credit to members of the Board

of Management, to Managers and their families, or to legal entities in which the above-mentioned

persons have a financial interest, unless otherwise decided by the General Meeting of Shareholders,

10.4 A contract or transaction between the Company and one or more members of the Board of Management

or his/her related person or a company, partner, association or organization of which one or more

members of the Board of Management or his/her related person is a member or has related financial

interests shall not be void due to such relationship or due to the fact that such member of the Board

of Management was present or attended a relevant meeting or participated on the Board of Management

or a subcommittee which permitted execution of such contract or transaction, or permitted the inclusion

of his/her votes for such purpose, if:

(a) With respect to a contract valued at twenty percent (20%) or less of the total value of assets

recorded in the most recent financial statements, the important factors regarding the contract or

transaction and the relationship and interests of the member of the Board of Management were

reported to the Board of Management or to the relevant sub-committee; and at the same time,

the Board of Management or such sub-committee honestly permitted the contract or transaction

to be executed on the basis of the majority of votes of members of the Board of Management

without any related interest; or

(b) With respect to a contract valued at more than twenty percent (20%) of the total value of assets


transaction and the relationship and interests of the member of the Board of Management were

reported to the Shareholders without any related interests and with the right to vote on such issue,

and such Shareholders voted in favour of such contract or transaction.

10.5 An independent consultancy organization finds such contract or transaction fair and reasonable in all

respects involving the Shareholders of the Company at the time when such contract or transaction is

permitted to be executed, or is passed or approved by the Board of Management, a sub-committee

under the Board of Management, or the Shareholders.

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Nomination of Directors

1 The Board of Management shall have 5 (five) to 10 (ten) members. The term of office of the Board of Management

shall be 5 (five) years. The term of office of a member of the Board of Management shall not exceed 5 (five)

years; members of the Board of Management may be re-elected for an unlimited number of terms. The total

number of members of the Board of Management who are independent and non-operational must be least

one-third of the total number of the members of the Board of Management.

2. Members of the Board of Management shall be nominated by holders of voting shares in proportion to the ratio

of their voting shares. Shareholders holding shares with voting rights for a consecutive period of at least 6 (six)

months shall have the right to aggregate the number of voting shares of each in order to nominate candidates

to the Board of Management.

3. A Shareholder of group of shareholders holding from 10 (ten) percent to 20 (twenty) percent of shares with voting

rights in a consecutive period of at least 6 (six) months shall have the right to nominate one member candidate.

4. Where the number of candidates is still insufficient, after candidates have run for election or have been nominated

by the Shareholders, the incumbent Board of Management may nominate additional candidates or hold a

nomination in accordance with rules stipulated by the Company. The rules for nomination or the manner used

by the incumbent Board of Management to nominate candidates to the Board of Management must be clearly

announced and must receive approval from the General Meeting of Shareholders before the nomination is held.

5. The membership of a member of the Board of Management shall be terminated in the following cases:

(a) Such member is ineligible to be a member of the Board of Management in accordance with the Law on

Enterprises or is prohibited from being a member of a Board of Management by Law;

(b) Such member sends a written application for resignation to the head office of the Company;

(c) Such member suffers a mental disorder and the other members of the Board of Management have expert

proof of such loss of capacity for civil acts;

(d) Such member is absent from meetings of the Board of Management for a consecutive period of six (6)

months, and the Board did not permit the member to be absent within such period and makes a decision

that the position of such member is vacated; and

(e) Such member is dismissed from the Board of Management by a decision of the General Meeting of

Shareholders.

6. The Board of Management may appoint a new member to the Board in order to fill the vacancy arising, and the

new member must obtain approval from the next General Meeting of Shareholders. Upon such approval, the

appointment of the new member shall be deemed effective as from the date on which the Board of Management

appointed the member.

7. The appointment of members of the Board of Management must be announced in accordance with the Law on

Securities and securities market.

Members of the Board of Management need not necessarily be Shareholders of the Company.

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The Board of Directors Meeting Meeting Attendance in 2014 and 2015

Name

2014 2015

Meeting Attendance/Total Meeting (Times)

Meeting Attendance/Total Meeting (Times)

1. Dr. Huynh Ngoc Phien 4/4 3/4

2. Mr. Chu Thanh Son** 4/4 2/4

3. Mr. Nguyen Minh Huy** 4/4 2/4

4. Ms. Pham Thi Thanh Huong** 1/4 2/4


6. Mrs. Somhatai Panichewa 4/4 4/4

7. Mr. Anucha Sihanatkathakul** 4/4 2/4

8. Mr. Kampol Tatiyakavee* 1/4 4/4

9. Dr. Warapatr Todhanakasem 4/4 2/4

10. Ms. Songchom Tangnawapan 4/4 4/4

Remark: * Mr. Kampol Tatiyakavee has been appointed as director due to the meeting resolution No. 3/2014 dated

7 August 2014 to replace Mr. Chuchart Saithin who resigned from his position

*Ms. Pham Thi Thanh Huong resigned from Amata (Vietnam) JSC Board on 16 May 2015

*Mr. Chu Thanh Son and Mr. Nguyen Minh Huy resigned from Amata (Vietnam) JSC Board on 1 June

2015 in accordance with new set up of the Board after the company has increased the shareholding in

Amata (Vietnam) JSC to 89.99%

*Mr. Anucha Sihanatkathakul resigned from Amata (Vietnam) JSC Board on 1 July 2015

*Professor Dr. Warapatr Todhanakasem resigned from Amata (Vietnam) JSC Board on 30 October 2015

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Inspection Committee of Amata (Vietnam) Joint Stock Company

As of 31 December 2015, Amata Vietnam has three members of Inspection Committee as follows

Name Position Effective date

1. Ms. Dendao Komolmet Chairman of Inspection Committtee 10 May 2014

2. Chindarat Ungsukulchai Inspection Committtee 5 August 2014

3. Miss Cao Thi Thu Inspection Committtee 10 May 2014

Scope of duties and job responsibilities of Inspection Committee of Amata

(Vietnam) Joint Stock Company

The scope of duties and responsibilities of the Board of Directors in accordance with the Company Charter is

as follows;

1. To consider, select, propose an independent auditor’s appointment as well as their remuneration, and other

related matters to the independent auditor’s appointment or removal

2. To discuss with the auditor about the scope of their jobs before commencement of the work

3. To discuss with an independent consultant or legal consultant in order to obtain the professional advice

from external well-experienced experts if necessary

4. To review the annual, semiannual, quarterly financial statement before presenting to the Board of Directors

5. To discuss with the auditor about problems arising from the annual and semiannual audit

6. To consider the independent auditors’ comments and clarifications from the Board of Directors

7. To consider the internal control reports before presenting to obtain the approval from the Board of Directors

8. To verify the internal audit findings and the Board of Directors’ recommendations

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The Executive of Amata (Vietnam) Joint Stock Company

As of 31 December 2015, Amata Vietnam has five executive as follows

Name Position

1. Mrs. Somhatai Panichewa President

2. Ms. Pham Thi Thanh Huong Vice President

3. Mr. Surakit Kiatthanakorn Vice President

4. Mr. Osamu Sudo Senior Manager - Sales and Marketing

5. Ms. Lam Thi Dan An Manager - Accounting and Finance

Remark:: Mr. Surakit Kiatthanakorn has become Vice President, replacing Mr. Chuchart Saithin who resigned from

his position since June 1,2015

Mr. Osamu Sudo has become Senior Manager since 1 March 2015

The scope of power, duties, and responsibilities of the President/managing director

The scope of power, duties, and responsibilities of the managing director and/or the President, as well as the

assignment of authority to the President/managing director to do any acts on behalf of the Company in connection

with the ordinary course of business of the Company are as specified below:

1. The managing director or President shall have the following powers and responsibilities:

1.1 To implement resolutions of the Board of Management and of the General Meeting of Shareholders,

and the business plan and investment plan of the Company approved by the Board of Management

and the General Meeting of Shareholders;

1.2 To make decisions on issues which do not require a resolution of the Board of Management including

the signing of financial and commercial contracts on behalf of the Company, and on the organization

and management of day-to-day business and production activities of the Company in accordance

with best management practices;

1.3 To make recommendations on the number and category of the managing director or President, the

Company needs to employ in order for the Board of Management to appoint or dismiss them when

considered necessary for the purpose of effectively implementing activities and effectively applying

the managerial structure proposed by the Board of Management; and to provide advice to the Board

of Management so that it may decide the salary, remuneration, benefits, and other terms for managers

in their labor contracts;

1.4 To consult with the Board of Management in order to make a decision on the number of employees,

their salary, allowances, benefits, appointment and dismissal and other terms relating to their labor

contracts;

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1.5 On (October 31) each year, the managing director or President must submit a detailed business plan

for the next financial year to the Board of Management for its approval on the basis of satisfying the

appropriate requirements of the budget and the five-year financial plan;

1.6 To implement the annual business plan approved by the General Meeting of Shareholders and the

Board of Management;

1.7 To propose measures to improve the operation and management of the Company;

1.8 To prepare long-term, annual and monthly estimates of the Company (hereinafter referred to as an

estimate) to service the long-term, annual and monthly management activities of the Company in

accordance with the business plan. The annual estimated budget (including the forecast balance sheet,

report on business and production activities and cash flow report) for each financial year must be

submitted to the Board of Management for its approval and must comprise information as stipulated

in the rules of the Company; and

1.9 To carry out other activities in accordance with the Charter of the Company, the rules of the Company,

the resolutions of the Board of Management, the labor contract of the managing director or President,

and in accordance with the laws of Vietnam.

2. The managing director or President shall be liable before the Board of Management and the General Meeting

of Shareholders for implementation of his/her assigned duties and powers, and must report on such

implementation to the authorities if so required.

3. The managing director or President shall be responsible for performing his/her duties including duties in

capacity of a member of a sub-committee of the Board of Management in a truthful manner, in the manner

which is believed to be the best interests of the Company, and with the degree of prudence which a prudent

person must have in order to fill a corresponding position in similar circumstances.

4. The managing director or President who breaches the obligation to act honestly or who fails to fulfill his/her

obligations carefully, diligently and professionally shall be liable for any loss caused by such breach.

5. The managing director or President shall be honest and avoid conflicts of interests as per the details below:

5.1 The managing director or President shall not be permitted to use business opportunities profitable to

the Company for personal purposes; and shall not be permitted to use information obtained by virtue

of his/her position for his/her personal benefit or for the benefit of others.

5.2 The managing director or President shall be obliged to notify the Board of Management of any interests

which may conflict with the interests of the Company and which his/her may be entitled to via another

economic legal entity or via some other personal transaction. The above-mentioned persons shall be

permitted to use such opportunities where the members of the Board of Management who do not have

related interests have decided not to investigate such issue.

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5.3 The Company shall not be permitted to provide loans, guarantees or credit to The managing director

or President and their families, or to legal entities in which the above-mentioned persons have a

financial interest, unless otherwise decided by the General Meeting of Shareholders,

5.4 A contract or transaction between the Company and the managing director or President or his/her

related person or a company, partner, association or organization of which the managing director or

President or his/her related person is a member or has related financial interests shall not be void due

to such relationship or due to the fact that such managing director or President was present or attended

a relevant meeting or participated on the Board of Management or a subcommittee which permitted

execution of such contract or transaction, or permitted the inclusion of his/her votes for such purpose,

if:

(a) With respect to a contract valued at twenty percent (20%) or less of the total value of assets


transaction and the relationship and interests of the managing director or President were reported

to the Board of Management or to the relevant sub-committee; and at the same time, the Board

of Management or such sub-committee honestly permitted the contract or transaction to be

executed on the basis of the majority of votes of members of the Board of Management without

any related interest; or

(b) With respect to a contract valued at more than twenty percent (20%) of the total value of assets


transaction and the relationship and interests of the managing director or President were reported

to the Shareholders without any related interests and with the right to vote on such issue, and

such Shareholders voted in favour of such contract or transaction.

(c) An independent consultancy organization finds such contract or transaction fair and reasonable

in all respects involving the Shareholders of the Company at the time when such contract or

transaction is permitted to be executed, or is passed or approved by the Board of Management,

a sub-committee under the Board of Management, or the Shareholders.

The CEO’s Authority in Budget Approval

Amata (Vietnam) JSC has specified the management ‘s budget in the annual budget for the smooth opration in

accordance with general management. The annual budget has to be approved by the Company’s Board of

Management every year. However, any transaction not specified in the budget can be submitted to the Board

of Management for consideration.

The CEO has the authority in approving the expense outside the budget as follows:

1. Purchase of office equipment with the value not exceeding 300,000,000 Dong

2. Purchase of other asset with the value not exceeding 1,000,000,000 Dong

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Secretary of the Company

The Board of Management appoints 1 (one) or more persons as secretary of the Company. The role and duties of

the secretary of the company comprise:

(a) Organizing meetings of the Board of Management, of the Inspection Committee and of the General Meeting of

Shareholders in accordance with orders from the Board of Management or Inspection Committee;

(b) Preparing minutes of meetings;

(c) Providing advice on procedures for meetings;

(d) Providing financial information, copies of minutes of meetings of the Board of Management and other information

to members of the Board and the Inspection Committee; and

(e) The secretary of the Company shall be responsible for keeping information confidential in accordance with the

Law and this Charter.

Nomination of Directors and Company Executives of Amata (Vietnam) JointStock

Company

The General Meeting of Shareholders or the Board of Management must elect a chairman and deputy chairman

from members of the Board. The chairman of the Board of Management shall not act concurrently as the Chief

Executive Officer of the Company, except where otherwise decided by the General Meeting of Shareholders.

Approval shall be required at the annual General Meeting of Shareholders for the chairman of the Board of

Management to act concurrently as the Chief Executive Officer.

The chairman of the Board of Management shall be responsible to convene and to chair the General Meeting

of Shareholders and meetings of the Board of Management and at the same time shall have other rights and

responsibilities stipulated in this Charter and in the Law on Enterprises. The deputy chairman shall have the

same rights and obligations as the chairman where the deputy chairman is authorized by the chairman, but only

where the chairman has notified the Board of Management of his/her absence or of his/her having to be absent

due to a reason of force majeure or his/her inability to carry out his/her duties. In such cases where the chairman

is absent as stated above, the chairman shall not appoint the deputy chairman to act, but rather the remaining

members of the Board shall appoint the deputy chairman. Where both the chairman and deputy chairman are

temporarily unable to perform their duties for any reason, the Board of Management may appoint, on the principle

of simple majority, another person from the Board to implement the duties of the chairman.

The chairman of the Board of Management must ensure that the Board of Management sends the annual financial

statements, the report on the operation of the Company, the audit report and the inspection report of the Board

of Management to Shareholders at the General Meeting of Shareholders.

Where both the chairman and deputy chairman of the Board of Management resign or are removed, the Board

of Management must elect persons to replace them within a period of 10 (ten) days.

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Appointment, Removal, of the Chief Executive Officer

Appointment:

The Board of Management shall appoint a member of the Board or another person as the General Director or Chief

Executive Officer and shall enter into a contract stipulating the salary, remuneration, benefits and other terms regarding

employment. Information about salary, allowances and benefits of the General Director or Chief Executive Officer

must be reported at the annual General Meeting of Shareholders and must be reflected in the annual report of the

Company.

Term of office:

The Chief Executive Officer may not be the chairman of the Board of Management. The term of office of the General

Director or Chief Executive Officer shall be 03 (three) years except where otherwise stipulated by the Board, and he/

she may be re-appointed. The appointment may become null and void pursuant to terms in the labor contract. The

General Director or Chief Executive Officer may not be a person prohibited by law from holding such position such

as a minor, a person lacking capacity for civil acts, a person sentenced to imprisonment or serving a prison sentence,

an officer of the armed forces, a State official or an employee whom a court verdict states caused a company of

which he was an official to become bankrupt.

Remuneration for Directors and Company Executives Remuneration for Directors

Monetary Remuneration

(1) Amata VN PCL

The Company sets appropriate remuneration for members of the Board of Directors at rates comparable

to those of leading companies listed in the SET, and other top companies in the same industries.

Remuneration for the Board is also considered based on the Company’s operating results, before

being proposed for approval in the Shareholders’ Meeting.

Remunerations to all Committees of the company for the year 2015 payable as follows;

Board of Directors

The Directors are remunerated in 2 parts namely monthly compensation and meeting fee (per time, only

if attend)

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

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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

Audit Committee

The remuneration for Audit Committee is only meetind attendance fee.

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

Chairman 50,000 baht/time

Other board members 30,000 baht/time

In 2013, 2014 and 2015 Directors received monthly allowances and attendance fees as listed below:

(Unit:Baht)

Name

2013 2014 2015

Monthly Allowances

Attendance Fees

Monthly Allowances

Attendance Fees

Monthly Allowances

Attendance Fees

Mr. Vikrom Kromadit 280,000 50,000 420,000 200,000 256,667 150,000

Dr. Surin Pitsuwan - - - - 163,333 100,000

Dr. Huynh Ngoc Phien 200,000 120,000 300,000 120,000 300,000 160,000

Mrs. Somhatai Panichewa 160,000 90,000 240,000 120,000 240,000 150,000

Mr. Chuchart Saitin 160,000 90,000 144,000 60,000 - -

Mr. Kampol Tatiyakavee - - 96,000 30,000 240,000 150,000

Dr. Warapatr Todhanakasem 160,000 90,000 240,000 120,000 240,000 120,000

Ms. Songchom Tangnawapan 160,000 90,000 240,000 120,000 240,000 150,000

Mrs. Ajarie Visessiri 160,000 240,000 240,000 320,000 240,000 350,000

Mr. Do Ngoc Son 160,000 180,000 240,000 240,000 240,000 180,000

Mr. Mats Anders Lundqvist 160,000 180,000 240,000 240,000 240,000 240,000

Total 1,600,000 1,130,000 2,400,000 1,570,000 2,400,000 1,750,000

Remark: Mr. Kampol Tatiyakavee has been appointed as director due to the meeting resolution No. 3/2014 dated 7


Dr. Surin Pitsuwan has been appointed as the Board of Directors due to the meeting resolution No. 4/2015

dated 11 August 2015 to replace Mr. Vikrom Kromadit who resigned from his position

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(2) Amata (Vietnam) Joint Stock Company

In 2013, 2014 and 2015, Amata (Vietnam) Joint Stock Company Directors received monthly

allowances, attendance fees, and bonus as listed below:

Name

2013

Monthly Allowances Attendance Fees 1) Bonus

Thousand Dong Baht

Thousand Dong Baht

Thousand Dong Baht

1. Dr. Huynh Ngoc Phien 175,829 256,417 90,169 131,496 224,302 327,106

2. Mr. Chu Thanh Son 125,842 183,519 41,795 60,951 138,860 202,505

3. Mrs. Somhatai Panichewa 125,592 183,155 64,406 93,926 160,215 233,647

4. Ms. Pham Thi Thanh Huong 104,556 152,478 59,911 87,371 160,215 233,647

5. Mr. Chuchart Saitin 125,592 183,155 64,406 93,926 160,215 233,647

6. Mr. Anucha Sihanatkathakul 125,696 183,307 52,330 76,315 130,175 189,839

7. Dr. Warapatr Todhanakasem 125,696 183,307 52,330 76,315 130,175 189,839

8. Ms. Songchom Tangnawapan 125,696 183,307 39,183 57,141 130,175 189,839

9. Mr. Nguyen Minh Huy 104,868 152,933 46,516 67,836 115,700 168,728

10. Mr. Do Ngoc Son 104,868 152,933 46,516 67,835 115,711 168,745

Total 1,244,235 1,814,511 557,562 813,112 1,465,743 2,137,542

Name

2014


Thousand Dong Baht

Thousand Dong Baht

Thousand Dong Baht


2. Mr. Chu Thanh Son 152,089 230,035 56,376 85,269 140,247 212,124


4. Ms. Pham Thi Thanh Huong 126,741 191,696 46,980 71,058 116,876 176,775

5. Mr. Chuchart Saitin 73,836 111,677 32,363 48,949 161,815 244,746

6. Mr. Anucha Sihanatkathakul 126,741 191,696 52,853 79,939 132,788 200,841

7. Dr. Warapatr Todhanakasem 126,741 191,696 39,705 60,054 132,788 200,841


9. Mr. Nguyen Minh Huy 126,741 191,696 46,980 71,058 116,876 176,775

10. Mr. Do Ngoc Son 126,741 191,696 46,980 71,058 116,867 176,761

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Name

2014


Thousand Dong Baht

Thousand Dong Baht

Thousand Dong Baht

11. Mr. Kampol Tatiyakavee 31,869 48,202 26,558 40,168 - -

Total 1,322,775 2,000,699 557,766 843,621 1,439,402 2,177,094

Remark: 1) USD 750 /time for Chairman and USD 500 /time for Director

\2) Mr. Kampol Tatiyakavee has been appointed as director due to the meeting resolution No. 3/2014 dated 7


Name

2015


Thousand Dong

BahtThousand

DongBaht

Thousand Dong

Baht


2. Mr. Chu Thanh Son* 90,382 136,873 28,754 43,854 144,494 223,966


4. Ms. Pham Thi Thanh Huong* 75,480 114,312 28,717 43,916 166,715 258,409

5. Mr. Anucha Sihanatkathakul * 86,155 130,857 26,824 40,914 135,456 209,957

6. Dr. Warapatr Todhanakasem* 153,505 238,618 41,123 65,119 135,456 209,957


8. Mr. Nguyen Minh Huy* 75,318 114,061 23,962 36,545 120,415 186,644

9. Mr. Do Ngoc Son 187,180 292,498 62,402 98,049 120,406 186,629

10. Mr. Kampol Tatiyakavee 187,180 292,498 68,369 107,387 135,456 209,957

Total 1,359,508 2,107,957 465,433 726,564 1,493,972 2,315,657

Remark: * Ms. Pham Thi Thanh Huong resigned from Amata (Vietnam) JSC Board on 16 May 2015

* Mr. Chu Thanh Son and Mr. Nguyen Minh Huy resigned from Amata (Vietnam) JSC Board on 1 June 2015 in

accordance with new set up of the Board after the company has increased the shareholding in Amata (Vietnam)

JSC to 89.99%

* Mr. Anucha Sihanatkathakul resigned from Amata (Vietnam) JSC Board on 1 July 2015

* Professor Dr. Warapatr Todhanakasem resigned from Amata (Vietnam) JSC Board on 30 October 2015

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Other Remuneration

In 2013 the directors of the Company and Amata Vietnam received Amata VN’s shares at par value of 0.50 Baht

per share as follows:

Name No.of Shares Amount (Baht)

1. Mrs. Somhatai Panichewa 2,800,000 1,400,000

2. Mr. Chuchart Saitin 876,600 438,300

3. Dr. Huynh Ngoc Phien 563,600 281,800

4. Mr. Anucha Sihanatkathakul 500,000 250,000

5. Dr. Warapatr Todhanakasem 340,000 170,000

6. Ms. Songchom Tangnawapan 340,000 170,000

7. Mr. Do Ngoc Son 340,000 170,000

8. Mrs. Ajarie Visessiri 240,000 120,000

9. Mr. Mats Anders Lundqvist 240,000 120,000

Total 6,240,200 3,120,100

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, 2014 and 2015, the Company and Amata Vietnam’s executive received remuneration including salaries,

bonus and provident fund as follows:

2013 2014 2015

Total Rmuneration (Million Baht)

PersonsTotal

Remuneration (Million Baht)

PersonsTotal

Remuneration (Million Baht)

Persons

Amats VN PCL 13.39 4 8.60 4 11.42 4

Amata (Vietnam) Joint Stock

Company

8.58 5 9.28 5 10.99 5

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Employee

Number of employees

Amata VN PCL

As 31 December 2015 the company has 4 employees.


DepartmentNumber of employees as of

31 December 2014 31 December 2015

Business Development 3 2

Accounting and Finance 5 6

Sales and Marketing 8 9

Engineering 8 9

Factoy 60 58

Land 5 5

Water Management 19 19

Administration 21 20

Total 129 128

Remuneration for Employee

Amata VN PCL

The Company does not have any employee who is not the Director and Executive.


In the year 2013, 2014 and 2015 Amata (Vietnam) Joint Stock Company has paid 22,767 mill. Dong or equivalent

33.20 mill.Bath, 23,379 mill. Dong or equivalent 35.36 mill.Bath, and 23,055 mill. Dong or equivalent 36.08

mill.Bath respectively. The xpenses include salary, cost of living, over time, bonus and provident fund etc.

Major labor dispute the past 3 years

None

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Policy in Human Resource

The Company and Amata (Vietnam) Joint Stock Company has planned its Human Resource Strategies in order to

become the High Performance Organization and also to continuously support business growth and expansion. The

Company and Amata (Vietnam) Joint Stock Company have policy in keeping prospect personal by setting the fair

and suitable remuneration as compared to the average in the same industry. Furthermore, Human Resource Development

is one of the most important cause which the Company always realizes and develops its employees to become high

potential workers, professionalism with the intention of becoming global recognized company on the world stage.

The Organization Structure and Management Structure of Amata City Long Thanh Joint Stock Company

Amata City Long Thanh Joint StockCompany (“Amata City Long Thanh JSC”) was set up on June 25, 2015, as a

joint venture between The Company and Amata (Vietnam) Joint Stock Company with the shareholding of 35% and

65% respectively. The objective is to develop the industrial estate and the commercial project under the name Amata

City Long Thanh and Amata Service City Long Thanh in Long Thanh, Dong Nai

As of 31 December 2015, Amata City Long Thanh JSC has three directors as follows

Name Position

1. Mr. Surakit Kiatthanakorn Director

2. Mr. Kampol Tatiyakavee Director

3. Ms.PhamThi Thanh Huong Director

At present the Company is considering the management structure and specifying the related policies to comply with

the Securities and Exchange Commission regulations.

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The Board of Directors of Amata VN Public Company Limited (the “Company”) firmly believes that good business practice

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 and its subsidiaries to operate under

good corporate governance. The Board of Directors, in order for the Company’s subsidiaries to have such good corporate

governance, have passed on the corporate governance policy and principles for its subsidiaries’ Board of Management to

consider and approve as a guideline for the subsidiaries to adopt and practice as well.

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

Corporate Governance for Listed Companies 2006 and observed the Organization for Economic Co-operation and

Development’s (OECD) Principle of Good Corporate Governance, 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

1. The Rights of ShareholdersThe Board of Directors of the Company and its subsidiariesvalues 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

and its subsidiaries’ 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 and its subsidiaries’ shareholders shall convenes an annual general meeting of the shareholders once a

year within 4 months from the end of each fiscal year of the companies. 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 and its subsidiaries 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

CORPORATE

GOVERNANCE

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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.

In addition to the above basic rights, the Company and its subsidiaries will conduct the following actions to promote and

facilitate the use of shareholders’ rights beyond the basic rights of the shareholders:

1.1 The Company and its subsidiaries will host one general meeting of the shareholders on an annual basis in order for

the shareholders to be able to consider and vote on Company’s and its subsidiaries’ activities as required by laws.

The Company and its subsidiaries will send out the invitation of the meeting and all relevant documents to the

shareholders 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, annual report, 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 will publicizea meeting announcement to newspaper three consecutive days and

at least three day prior to the proposed meeting date.

1.2 The Company will publicize the information related to the agenda of the shareholder’s meeting on the Company’s

website 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 n case a shareholder could not attend the meeting in person, the Company will allow 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.

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

shareholders questions.

1.5In every meeting of shareholders the Company and its subsidiaries will arrange to ensure that all shareholders are

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 will be made. In the meetings the

Company and its subsidiaries will also provide experts in each field under the responsibility of the Board of Directors

to answer any questions from the shareholders. The minute will be recorded accurately and completely.

1.6 The shareholders are invited to forward any questions with regard to the meeting agenda in advance via email or

facsimile to The Company and its subsidiaries in order for the shareholders could gain the most benefit from the

meeting and that their rights would be fully observed.

1.7 The Company will videotape every shareholders meeting throughout the meeting, so that doubtful shareholders can

follow all events in any meeting.

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1.8 The Company will announce its meeting resolutions via the news system of the Stock Exchange of Thailand within

the next working day.

1.9 The Company will produce 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.

2. The Equitable Treatment of Shareholders The Company and its subsidiaries are 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 and its subsidiaries provide 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 will send 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’s 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, the Company will collect 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.

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

shareholders combined for at least one year are welcomed to direct their recommendations to the Board.

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2.7 The regulation to prevent Insider Trading by a directors, executives, and staff (including spouse and minor) of the

Company and it subsidiaries who have access to information, is set as follows:

2.7.1 Directors, executives and staff (including spouse and minor) of the Company and its subsidiaries who have

access to information are prohibited 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 directors, executives, and staff of the Company and its subsidiaries 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.

Directors, executives, and staff of the Company and its subsidiaries are also prohibited to disclose any nonpublic

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

information.

2.7.3 Director and executive of the Company and its subsidiaries, 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 best interest of the Company

and its subsidiaries. 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 and its subsidiaries regards the rights of all stakeholder groups to be important, no matter if they are inside

or outside the Company and its subsidiaries. The Company’s and its subsidiaries’ area of concern extends beyond its

customers, shareholders, and staff, to local community, society at large, and natural environment.

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3.1 Shareholders: The Company and its subsidiaries are devoted to become a good agent of our shareholders. The

Company and its subsidiaries are 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.

3.2 Employees: The Company and its subsidiaries value its employees as the key to corporate success. The Company

and its subsidiaries 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. The company also provide providentfund for employees.

3.3 Business Partners: The Company and its subsidiaries 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 or its subsidiaries,

and its partners. The Company and its subsidiaries will treat each business partner equally on the ground of fair

business competition.

3.4 Competitors: The Company and its subsidiaries operate within the framework of fair competition. The Company and

its subsidiaries will not damage its rivals’ reputation without any evidence.

3.5 Creditors: The Company and its subsidiaries are strictly committed to fulfill all obligations to its creditors.

3.6 Customers: The Company and its subsidiaries are 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.

3.7 The Community and Society: The Company and its subsidiaries are deeply concerned for the social safety, environment

quality and society, and local community. The Company and its subsidiaries fully and continually support local

community and social activities. Also the Company and its subsidiaries strictly comply with all regulations and

objectives behind regulations.

3.8 Environment: The Company and its subsidiaries will operate efficiency land development for industrial business,

utilities, and services to foreign investors and in the country that the Company or its subsidiaries invest in. Meanwhile,

it should recognize in important of using natural resources as well as impact of environment and conserving the

community very seriously.

3.9 Other Matters: The Company and its subsidiaries adhere to honesty as the principle for conducting its business and

operate its business in compliance with the laws. The Company and its subsidiaries will never assist, encourage or

support any illegal activities or transaction. In addition, the Company and its subsidiaries respect intellectual properties

and copyrights and therefore will never support, or be involved in, any violation of others’ intellectual properties and

copyrights.

The Company and its subsidiaries welcome useful and value-adding opinions from its stakeholders, which can be

communicated to the Board of Directors through the following channels:

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

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

2126 Kromadit Bldg., New Petchburi Rd. Huay Kwang , Bangkok 10310.

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

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:

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

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.

3. Require that all Directors and executives of the Company and its subsidiaries 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. Disclose detailed information on the operation and investment structure in subsidiaries and associates.

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.

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.

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 Board of Directors 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 willbe prepared in accordance with generally accepted accounting principles. Allinformation,

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

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

All 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.

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

The Board of Directors and the company’s executives work in collaboration to decide upon Company’s and its subsidiaries’

policies, short-term and long-term implementation plans, risk management, and the Company’s and its subsidiaries overall

picture. The Board of Directors also has an important role in independently supervising, monitoring, and evaluating an

overall operation of the Company and its subsidiaries including their executives in accordance with the Company’s and its

subsidiaries’ plans.

Currently the Board of Directors consists of 9 directors. There are 7 Non-Executive Directors, 2 Executive Directors as

Directors of the Board, and three Independent Directors. This structure complies with the company’s guideline which is

stricter than the Securities and Exchange Commission’s regulation.

The Company and its subsidiaries clearly separate the responsibility between the Board of Directors and their executives.

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

executives. The company’s executives manage the business according to the policies set forth by the Board. Thus, the

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

Nomination of Directors

The Board of Directors is responsible for selecting highly qualified candidates to succeed directors whose terms have

expired and 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 and its subsidiaries 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 and its subsidiaries 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 and its subsidiaries does not set term limits because the

companies 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 companies. 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 member of the Board, a Director needs to understand the nature of the Company’s

and its subsidiaries’ business operations, especially when the Director is first elected. The Company and its subsidiaries

will arrange for an orientation to introduce the new Director to the overall nature of their 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.

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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 and its subsidiaries. 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/President.

The Chairman and the Chief Executive Officer/President 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.

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 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 and its subsidiaries fully encourage 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

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Accreditation Program (DAP) and Audit Committee Program (ACP).In order to bring the knowledge and experience

to develop the Company and its subsidiaries in the future.

To support the operation of the Board of Directors, the Company and its subsidiaries 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.

Control of Information within the Company

The Company and its subsidiaries fully comply 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 and its subsidiaries.

The Company and its subsidiaries will protect the confidentiality of its customers and shareholders, and maintain the

customer’s trust. The Company and its subsidiaries 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 and its subsidiaries

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

and its subsidiaries reduce 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 and its subsidiaries’ regulation. The

Company and its subsidiaries 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 and its subsidiaries 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 and its subsidiaries

has a clear separation of responsibility between the Board of Directors, executives, 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.

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

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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.

Board of Directors

The company management structure consists of two committees: The Board of Directors and The Audit Committee.

The responsibilities of each committee are presented on page 65 and 70

Appointment of Directors and Top Executives

Appointment of The Board of Directors on page 66

Appointment of The Independent Directors on page 67

Appointment of The Audit Committee on page 71

Appointment of The Top Executives on page 73

Control of the Company and its subsidiary companies on page 74

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.

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Remuneration for the Auditor

1. 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

3,072,207.11

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 0.- and payable for continuing service for Baht 0.-

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CORPORATE SOCIAL RESPONSIBILITY : CSR

Business Operation Principle Vision

The Company invests in companies in the industrial estate business under the concept “The Perfect City”.

The Company vision of the future is not just building more sites of factories. We plan for our industrial estates to

become complete and balanced communities, where business, people and nature can all thrive together. We call this

concept “The Perfect City”, a set of goals and ideas that is guiding us towards better results.

Mission

- To develop the Company toward excellence.

- To create confidence for investors in both property and individual safety.

- To joint venture, invest and expand business related to the core business.

- To provide long-term wealth and value to shareholders.

- To treat all stakeholders fairly and equitably.

- To operate business along with social responsibility.

- To develop manpower to be on par with international standards.

Values

- Teamwork

- Loyalty

- Respect, support and helpfulness

- Confront and solve problems together with the belief that every problem has a solution

- Economize and appreciate the value of money

- Be friendly and honest with related people, not for image

Business Operation GuidelinesThe Company and its subsidiaries operate business based on good business ethics and apply good corporate governance

in managing the business to ensure that business operations have transparent, sufficient standards that are internationally

competitive in order to provide value-added to shareholders and continuous stable growth.

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Sustainable Business Operation Stakeholders Engagement

Amata VN Public Company Limited and its subsidiaries value and take the best care of stakeholders. The Company

and its subsidiaries are focusing on all kinds of stakeholders, both internal and external including customers, shareholders

and employees and also the society and environment. The Company and its subsidiaries take responsibility by

utilizing management tools and methodology through company’s activities such as public forum, satisfaction survey,

complaint management system, company visit through Open-House activities, and meetings. From these activities,

The Company and its subsidiaries are able to incorporate various ideas to improve and develop the guidelines for

business operation in order to continuously meet the stakeholders’ expectation which directly results in the sustainable

growth of business and corporate governance of the company.

Satisfaction

Survey

Shareholder

Customer

Employee

Civil Society/ Academia

Business partnerCreditor

Media Competitor

Government Agency

Community

Public

Hearing

Complaintsopen house

Group meeting

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Stakeholders Guidelines and Strategies

Shareholder Conduct business with transparency according to corporate governance, with consideration

of business growth and information disclosure with equality.

Employee Develop potentials for career stability. Take care of health and safety. Promote moral and

ethic, and adhere to the principles of human rights with equality.

Business Partner Create good relationship according to agreements and code of ethics. Treat with fair

competition.

Competitor Treat with good competition; do not destroy competitor’s reputation.

Civil Society/ Academia Open public forum; build academic network for sustainable development ofcommunity

and society.

Customer Meet demand and create satisfaction with determination to develop full-range products

and services aiming to be Perfect SMART City to support country growth.

Community Be aware of health, safety and co-create good, sustainable quality of life.

Media Disclose accurate data and information responsively, timely and transparently.

Creditor Strictly follow the terms and conditions of agreements.

Government Agency Carry out transactions with the government according to the intendment of law.

Issues of Sustainable DevelopmentThe Company and its subsidiaries have been focusing on sustainable development of the organization that maintains good

balance between the economic growth and the business-community coexistence together with the environmental conservation.

In choosing the issues of sustainable development for 2015, we are in the early state of the implementation of the GRI

Sustainability Reporting Guidelines (GRI-G4) to create “Materiality Matrix”. This “Materiality Matrix” will help to identify and

categorize the issues of sustainable development by the level of materiality and help to create the company’s action plan

on sustainable development as described in the table.

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Air Emission

Indigenous Rights

Local Commuunity

Public Policy

Land Development

Economic Performance

Energy Management

Water Management

Waste Management

Anti-Corruption

Market Presence

Procurement Practices

Employment

Training and Education

Marketing

Communication

Freedom of Association

and Collective Bargaining

Biodiversity

Non-Discrimination

Investment

Amata

Stak

ehol

der

From the analysis of the sustainable development as shown in the table, the company has brought various projects into

action throughout 2015, sorted into 3 categories namely economic, social and environmental. The company has good

cooperation and contribution from stakeholders to carry on all the activities.

Business Operation with Economic Sustainability- Sustainable growth in ASEAN Economic Community

The Company and its subsidiaries aim to take part in building economic foundation for Asian by building the completely

integrated industrial estates that will be part of communities with eco-friendly business operation for sustainable

environmental conservation.

- Human rights, equality and diversity

The Company and its subsidiaries give precedence to human rights, employee right and equality treatment. Our

guidelines are based on human right principles written in the law and international standard related to discrimination,

freedom to form association, labor enforcement and child labor, in order to ensure stakeholders’ confidence.

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The Company and its subsidiaries offer equal opportunity for people of any race, religion, gender, age, status, homeland,

education, discipline and regardless of disability. As a result, we can attract diverse pool of potential employees, local

and international, with talents and capabilities suitable for variety of jobs and customer needs. This diversity promotes

share learning, and cultural exchange which benefits employees, organization and society. Currently, the company

employees also include Japanese, Vietnamese etc.

To Conduct Business with Social Sustainability

Terry Fox Run for Fund Terry Fox Run for FundBlood Donation

Business Operation with Environmental SustainabilityThe Company and its subsidiaries are seriously aware of the importance of natural resource usage and its impact to

environment and environmental conservation. The Company and its subsidiaries management has established the

environmental policies and intention as followed;

1. The Company and its subsidiaries strictly adhere to the law and regulation related to environment.

2. The Company and its subsidiaries focus on prevention of problems.

3. The Company and its subsidiaries strive to reduce waste and recycle it for maximum benefit.

4. The Company and its subsidiaries focus on efficient and economical usage of natural resources and energy.

5. The Company and its subsidiaries will continuously develop the efficiency of environmental management system

in various areas including water management system and waste management system.

6. Cultivate the employees the value of environmental conservation under the concept of “Green and Clean.”

7. Publicly announce the environmental policies.

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Measure against giving bribes and Anti-Corruption practicesThe Company and its subsidiaries are against all forms of corruption, based on the recognition that giving bribes and other

acts of corruption are dangerous and destructive to fair and equitable competition as well as damaging to both the economy

and society as a whole. As such, The Company and its subsidiaries do not have any policy whatsoever to offer any money

or any other types of rewards and inducements to any external organizations or to any officials of public offices/agencies

in order to gain any improper benefits or competitive business advantage; or to offer money so as to speed up any business

procedures or to gain any special treatment and convenience.

The Company and its subsidiaries assess the various risks related to giving bribes and undertaking any acts of corruption;

as well as continually reviews the established associated risk management measures, in order to ensure their relevancy

and appropriateness. The Company and its subsidiaries also trains and informs its Staff accordingly, so that they are fully

aware of the various means of giving bribes by them or by others and can, then, avoid such acts. Additionally, The Company

and its subsidiaries has established various channels of communications for use by whistleblowers, so as to encourage

and support Staff members to be on the alert and to inform the Company immediately if they come across any suspicious

acts or incidents of corruption; as well as has determined procedures to punish those found to involved with any acts of

bribery or corruption, together associated measures to protect any bone fide informants.

The Company and its subsidiaries also regularly reviews the established internal controls system, in order to be confident

of their ongoing efficiency and viability in fighting any acts of bribery and corruption, together with procedures to constantly

monitor internal activities so as to be sure that the established policies and associated procedures are still effective and

valid. Additionally, The Company and its subsidiaries’ regularly communicates and informs all products distributors and

services suppliers, contractors, and business partners of its established anti-bribery and anti-corruption policies-both

immediately at the beginning of any business relationships and thereafter, as appropriate.

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INTERNAL CONTROL

AND RISK MANAGEMENT

Internal controls of Amata VNThe Company operates as an investment business by holding shares in other companies (Holding Company). Currently

the Company invests in Amata (Vietnam) Joint Stock Company (Amata Vietnam) and has not engage in any other business.

Therefore, the Company’s internal control has a primary focus on the internal controls of Amata Vietnam, its subsidiary.

In the committee meeting No. 1/2012 held on September 7, 2012 an executive committee was appointed to act in a subsidiary

of the Company. This has given a priority to continue the internal control assessment. The Board of Directors has assigned the

appointed Audit Committee to review and evaluate internal control systems of its subsidiaries and present to the Board of Directors

for guidelines on corporate governance as well as various aspects of internal control and corporate environments, risk management,

control of the operational management, information systems, data communications, and monitoring system so it can be more

effective and efficient as follows.

Organization and the environment.

The Company values a good organizational structure and good environment which is the cornerstone of an effective

internal control system. Therefore, it is necessary to have a mechanism which allows the internal control system of

the Company and its subsidiaries to follow according to the company’s aims. This encourages everyone to know and

understand the details of the internal control system as indicated below.

The Board of Directors of the Company and its subsidiaries need to define the business goals. Regular Management

meeting can help formulate some plans of the Company and its subsidiaries in order to bring the Company’s

business and its subsidiaries to meet the target and to determine the annual budget. They have to inform

executives of each party to acknowledge and manage in accordance to the goals set.

The Company and its subsidiaries have carefully reconsidered and reviewed the targets set on each operation

by taking into account the past performance, economy and other factors that contribute to the operations. This

is to ensure efficiency and that the employees are motivated and rewarded appropriately.

The Company and its subsidiaries have outlined the structure of the organization considering the efficiency of

corporate management and informed the staff of the structure.

The Company and its subsidiaries have outlined the ethical requirements (Code of Conduct), regulations and

penalties for the Management and staff.

The Company and its subsidiaries have developed policies and procedures in approving financial transactions,

procurement and asset management to prevent any corruption.

The Company and its subsidiaries have developed policies on Corporate Governance and have defined guidelines

and action plans. This has taken into account the fairness in any dealings with all parties concerned and

stakeholders.

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Risk Management

The Company and its subsidiaries have defined clear objectives for the organization and all activities to work

within the annual budget with available resources. The Company and its subsidiaries have performed a risk

analysis and risk management according to current situation. The Management has planned the following.

The meeting to assess and review regularly the risk in doing business and analyze the cause of the risk. It is

also to monitor the situation that is impacted by the risk and a solution to mitigate or to reduce such risks.

Informing supervisors of each department to be aware of policies. The Management will convey to all employees

to operate and follow the guidelines defined for risk management.

The operational control by the Management.

The Company and its subsidiaries have defined a policy and practice to ensure that it is followed by everyone in the

company. Details are indicated below.

The Company and its subsidiaries have the authority to define clearly the scope and limits of executive authority

at each level.

The Company and its subsidiaries have a clear measure in monitoring all transactions with major shareholders,

directors, executives or individuals associated by controlling the transactions of the Company or its subsidiaries

with a person who may have conflicts of interest to be under reasonable conditions, or normal trading conditions

in the market. The transactions must be presented to the Audit Committee on a quarterly basis. The Audit

Committee will review and comment on the appropriateness of making such transaction entry if it is under a

normal commercial transaction. If an abnormal transaction is found, it will be presented to the Audit Committee

of the Company for consideration to give recommendations to the Board of Directors or shareholders, as such

case is necessary to get a prior approval before the transaction takes place. The approval can only be done by

the authorized person who have no interest in that transaction and have to take into account the best interests

of the Company and its subsidiary at most.

In case of transaction with related parties in a manner that is binding the Company and its subsidiary for long

term period, the Company and its subsidiary is required to monitor and ensure the compliance of all conditions

agreed upon and report to the Audit Committee for their review of appropriateness of such items throughout the

whole duration of the contract. The Audit Committee will also prevent against wrong use of the Company and

its subsidiaries’ opportunities or benefits by the related parties.

In order to monitor the management of its subsidiaries and associates, the Company has always provided a

direction to the parties, and to ensure all appointed directors or executives of the Company will apply to the

operation of its subsidiaries and associates according to the company’s goals. In addition, a policy will be created

to monitor the operations of the Company and its subsidiaries and associated companies in accordance to the

relevant laws, and the Company’s remedial measure is to prevent any violation of the law.

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Information Systems and Data Communications

The Company and its subsidiaries’ information system covers the entire enterprise: the financial reporting and operational

units. Regulations are used to control and ensure an effectiveness in communication to achieve the objectives and

goals of the organization. The communication of such information to those involved is essential to ensure the

effectiveness of the internal control system.

The Company and its subsidiaries have provided important and sufficient information to help the Committee

make decisions especially when the data is significant, and will deliver an invitation letter for meeting with

supporting documents at least seven days prior to the meeting so that the Committee have sufficient time to

study unless there are urgent needs in which the documents cannot be delivered beforehand.

The Company and its subsidiaries are to record the minutes in details. This is crucial for the Committee to make

decisions. The minutes also record questions, comments and observations of the Committee on the matters

being considered including the opinion of the directors at the meeting.

The Company and its subsidiaries will store documents, accounting records and all accounts documents in

categories for easy review. The accounting policies of the Company and its subsidiaries are applied in accordance

with the core business of the Company and its subsidiary and not contrary to the generally accepted accounting

principles.

Tracking system

The Company and its subsidiaries follow up the work that is carried out regularly. This includes continuous reviews

and amendment of the internal control system to comply with changing circumstances and resolve the defects in a

timely manner. Details are as follows.

The Company and its subsidiaries have assessed the internal control system based on performance regularly.

This is to consider if the results of the operation are different from the goal set and to offer practical guidance if

needed so that the Company and its subsidiaries will continue to improve within a reasonable period.

The Company, which operates as an investment business by holding shares in other companies (Holding

Company), does not appoint an internal auditor of the company. However, a subsidiary of the Company has

appointed an internal auditor to audit the operations of all departments of the company and report directly to the

Audit Committee , the Chief Executive Officer and Managing Director of the Company so that the Management

can resolve any urgent risk problem immediately and also will receive an evaluation from the Audit Committee .

The secretary of the Audit Committee of the Company has to oversee and coordinate between the internal

auditors and the Audit Committee .

The Management and Audit Committee have to present the information and report the progress of the audit and

internal control issues to the Company’s Board of Directors on quarterly basis. As of now the Company’s Board of

Directors and Management have an opinion that internal control of Amata Vietnam is sufficient and appropriate for

the size of the business and the current circumstances of Amata Vietnam. The Company’s Board of Directors is aware

of the risk control of the Company and take appropriate measures to mitigate risks and continue to improve the control

system to be more efficient.

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The internal control system of Amata (Vietnam) Joint Stock CompanySince 2012, the company has hired A&C Auditing and Consulting Co., Ltd (“A&C”) to review the internal control of Amata

Vietnam on a quarterly basis, in which they examine the internal control system and monitor all processes for the year in

respective defined areas. According to the assessment of COSO within the scope of practice of five areas: 1) Organization

and the environment 2) Risk management, 3) The operational control by the Management 4) Information systems and data

communications 5) Tracking system. According to the Board of Directors meeting No. 1/2012 held on September 7, 2012,

the Board has agreed for A&C to report quarterly to the Audit Committee of the Company.

The company has hired A&C Auditing and Consulting Co., Ltd (“A&C”) to review the internal control of Amata Vietnam.

The head of internal audit and supervisory team are as follows:

Name Position

Vo Hung Tien Chief Excutive Officer

Nguyen Ngoc Thanh Consulting Partner

Duong Thi Hong Huong Consulting Manager

Hoang Lan Huong Team Leader

The Board of Directors has considered the report of monitoring and reviewed the progress of the internal control system

on a quarterly basis. After reviewing the progress of the internal control system from 2014 to Q4 2015 reported by A&C

Auditing and Consulting Co., Ltd, it appears that Amata Vietnam has made a good progress and improved on the points

recommended by the Audit Committee in previous quarters. For the fourth quarter of the Year 2015, the internal auditors

have reviewed various issues and commented that there is no risk to the Company and the Audit Committee of the Company

has an opinion that the review is complete and appropriate.

In addition, auditors of Amata Vietnam, Ernst & Young Vietnam Limited, have audited Financial Statements for the year

and have evaluated the effectiveness of the internal accounting control system that it is appropriate.

Guidelines on the appointment, transfer and dismissal of the head of internal audit.The appointment, transfer and dismissal of the Chief Internal Auditor of the Company must be approved by the Audit

Committee. This is defined in the duties and responsibilities of the Audit Committee of the Company and approved by the

Board of Directors in the meeting No. 2/2012 held on December 14, 2012.

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Rela

ted

party

tran

sact

ions

bet

wee

n af

filia

ted

com

pani

es /

pers

ons

Related pa

rty tr

ansa

ctions

betwe

en th

e Co

mpa

ny and

sub

sidiarie

s, and

affilia

ted co

mpa

nies

/ pe

rson

s for t

he yea

r 201

3 - 20

15, c

an be co

nclude

d as

follo

ws

Am

ata

Pow

er (B

ien

Hoa)

Lim

ited

Am

ata

Powe

r (Bi

en H

oa) L

imite

d (“A

PBH”

) ope

rates the

busin

ess as

the

elec

tricity g

ener

ating

and

distrib

uting

compa

ny in

indu

stria

l estate. A

BPH

is a

related

compa

ny a

s an

asso

ciate an

d he

ld by mutua

l major

sha

reho

lder

s; A

mata B.

Grim

m P

ower

Lim

ited ho

lds 60

% o

f all sh

ares

in A

PBH

and

Amata Co

rp holds

15%

of a

ll sh

ares

Tran

sact

ion

Desc

riptio

n

Tran

sact

ion

valu

e (m

illio

n ba

ht)

Ratio

nale

Opin

ion

of A

udit

Com

mitt

eeFo

r the

yea

r end

ed

31 D

ec 1

3Fo

r the

yea

r end

ed

31 D

ec 1

4

For t

he y

ear e

nded

31

Dec

15

Rental and

servic

e reve

nue

1) R

even

ues f

rom le

ase

of tr

ansm

issi

on

asse

ts c

ompr

ised

of

elec

tricity p

osts a

nd

tran

smission

lin

es

size 11

0kV

2) M

anag

emen

t Fe

e,

reve

nues

from

water

su

pply

and

was

te

wat

er tr

eatm

ent

service

3.05

1.33

1.73

1) T

he o

wne

rship

of e

lectric

ity

posts

and

trans

mission

lines

be

long

to A

mata

Vietna

m a

nd

ABPH

is in

char

ge of g

ener

ating

and

distrib

uting

elec

tricity to

serve

within in

dustria

l estates

. Th

erefor

e, it is

nece

ssar

y for

the

compa

ny to

do the

leas

e co

ntra

ct for

suc

h as

sets a

nd

Amat

a Vi

etna

m c

harg

es the

re

ntal rates

as

agre

ed in

the

contra

ct

1) L

ease

of t

rans

miss

ion

asse

ts is

an

Am

ata

Viet

nam

’s r

egular

tra

nsac

tion

of w

hich

the

ren

tal

rate

s an

d co

nditio

ns a

re

prov

ided

in

the

cont

ract

. Co

nsider

ing

the

give

n ra

te a

nd

cond

ition

, it is re

ason

ably d

one

on a

n ar

m’s

leng

th tr

ansa

ction

basis

. Hen

ce th

e tra

nsac

tion

is de

emed

app

ropr

iate.

RELA

TED

PART

Y

TRAN

SACT

ION

S

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Tran

sact

ion

Desc

riptio

n

Tran

sact

ion

valu

e (m

illio

n ba

ht)

Ratio

nale

Opin

ion

of A

udit

Com

mitt

eeFo

r the

yea

r end

ed

31 D

ec 1

3Fo

r the

yea

r end

ed

31 D

ec 1

4

For t

he y

ear e

nded

31

Dec

15

Acco

unt R

eceiva

bles

Acco

unt

Rec

eiva

bles

fro

m the

rev

enue

s on

man

agem

ent fee

, water

su

pply a

nd w

aste w

ater

treatmen

t ser

vice

0.28

0.02

0.02

2.) A

PBH,

an elec

tricit

y gen

erating

and

distrib

uting

com

pany

, is

also

one

of t

he la

nd le

ssee

s in

indu

strial

est

ate,

so

the

man

agem

ent, wa

ter s

upply a

nd

waste wa

ter tre

atmen

t ser

vices

ar

e ch

arge

d by

APB

H at the

sa

me

rate

s ap

plied

to o

ther

ge

nera

l cus

tomer

s in in

dustria

l es

tate

2.) P

rovid

ing

man

agem

ent,

wat

er

supp

ly, an

d was

te w

ater trea

tmen

t se

rvice

s ar

e Am

ata

Vietna

m’s

regu

lar t

rans

actio

ns. C

onsid

ering

the

given

rate a

nd con

ditio

n, it is

re

ason

ably d

one

on a

n ar

m’s

leng

th tr

ansa

ction

basis

. Hen

ce

the

tran

sact

ion

is d

eem

ed

approp

riate

Expe

nse

Elec

tricity b

ill to A

PBH

as an

el

ectr

icity

genera

ting

and

distrib

uting

prov

ider

to

indu

stria

l estates

4.76

6.01

5.22

APBH

is a

n elec

tricity g

ener

ating

and distrib

uting pr

ovider

to A

mata

Vietna

m in

dustria

l estates

, hen

ce

the

purcha

se o

f electric

ity fo

r the

purp

ose

of u

sing

in

indu

stria

l es

tate

s’ c

entral

are

as a

nd

prod

ucing wa

ter s

upply as

well a

s wa

ste wa

ter t

reatmen

t sys

tem via

APBH

is nec

essa

ry

The elec

tricit

y purch

ase tra

nsac

tion

is c

onside

red

nece

ssar

y an

d re

gular,

the

elec

tricity r

ates

and

co

nditi

ons

offe

red

to A

mat

a Vi

etna

m a

re rea

sona

bly

done

on

an a

rm’s

leng

th tr

ansa

ction

basis

. He

nce

the

trans

actio

n is

deem

ed

appr

opria

te.

Acco

unt P

ayab

le0.51

0.61

0.45

122

Viet

nam-The

New

Pha

se o

f Su

cces

s

Am

ata

Corp

orat

ion

PCL

Am

ata

Corp

ope

rates

the

indu

stria

l estate

deve

lopm

ent b

usines

s. A

mata

is a

related

compa

ny a

s a

major

sha

reho

lder

holding

dire

ctly a

nd in

dire

ctly to

talin

g 73

%

of sha

res

Tran

sact

ion

Desc

riptio

n

Tran

sact

ion

valu

e (m

illio

n ba

ht)

Ratio

nale

Opin

ion

of A

udit

Com

mitt

eeFo

r the

yea

r end

ed

31 D

ec 1

3Fo

r the

yea

r end

ed

31 D

ec 1

4Fo

r the

yea

r end

ed

31 D

ec 1

5

Shor

t ter

m lo

anTh

e sh

ort term

loa

n ha

s be

en pro

vided

by

Am

ata

as w

orking

ca

pital

for th

e com

pany

Beginn

ing ba

lanc

e

-

Increa

se 3

.90

Repa

id (0

.90)

Remain

ing

balan

ce .

3.00

.

Beginn

ing ba

lanc

e

3.00

Increa

se -

Repa

id (3

.00)

Remain

ing

balan

ce .

- .

-Th

e co

mpa

ny e

xper

ienc

ed t

he

insu

fficien

t liquidity in

the ea

rly stage

of e

stab

lishm

ent d

ue to

no

inco

ming

cash

flows

to fu

nd th

e bu

sines

s. A

lso,

there we

re so

me othe

r bus

ines

ses t

he

compa

ny in

vested

in. P

uttin

g all th

ese

reas

ons, the

com

pany

nee

ded

the

shor

t ter

m fu

nding fro

m Amata a

t 3.00-

5.25

%, r

ates

cha

rged

wer

e ba

sed on

the f

inan

cial cos

t / opp

ortunity cos

t of

Amata

This

trans

actio

n is

done

on ne

cess

ary

basis

. The

rates

char

ged

are

base

d on

the fin

ancia

l cos

t / opp

ortunity co

st

of A

mat

a. H

ence

the

trans

actio

n is

deem

ed a

ppro

priate. Th

e co

mpa

ny

has alre

ady pa

id o

ff the en

tire de

bt.

Intere

st exp

ense

0.07

0.07

-

Accrue

d intere

st

expe

nse

0.06

--

123

Amat

a VN

Pub

lic C

ompa

ny Lim

ited

Tran

sact

ion

Desc

riptio

n

Tran

sact

ion

valu

e (m

illio

n ba

ht)

Ratio

nale

Opin

ion

of A

udit

Com

mitt

eeFo

r the

yea

r end

ed

31 D

ec 1

3Fo

r the

yea

r end

ed

31 D

ec 1

4Fo

r the

yea

r end

ed

31 D

ec 1

5

Other

Pay

ables

The

compa

ny h

as an

accrue

d ex

pens

es to

Amata

0.02

2.00

0.10

For the

remaining

balan

ce in

the ye

ar

2013

, th

e ac

crue

d ex

pens

es a

re

related to th

e offic

e, th

e ex

ecutive

s’ bu

dget fo

r leisu

re.

For the

remaining

balan

ce in

the ye

ar

2014

, th

e ac

crue

d ex

pens

es a

re

related to M

s. Som

hatai P

anich

ewa’s

hire

car

since

Dec

embe

r 201

2. T

his

item d

id n

ot re

cogn

ize a

s a

liability

in th

e ye

ar 201

2 an

d 20

13. T

he detail

of w

hich

can

be

catego

rized

as the

car

hire

exp

ense

am

ount

ed

1,72

8,05

0 ba

ht and

the ad

mini

strative

ex

pens

es suc

h as

fuel cos

t, pa

rking

fee, to

llway

fee a

mou

nted

267,21

6.10

ba

ht in

total.

For the

remaining

balan

ce in

the ye

ar

2015

, th

e ac

crue

d ex

pens

es a

re

related to M

s. Som

hatai P

anich

ewa’s

hire

car

suc

h as

the

fue

l co

st

amou

nted

95,44

2 ba

ht

This

trans

actio

n is d

one o

n nec

essa

ry

and at arm

’s leng

th bas

is. H

ence

the

trans

actio

n is

deem

ed app

ropr

iate.

As

a m

atter o

f fac

t tha

t Amata

entere

d the

car h

ire c

ontra

ct fo

r Ms. S

omha

tai P

aniche

wa, A

mata

paid s

uch

the

expe

nse

amou

nted

69,11

2 ba

ht o

n mon

thly b

asis

to th

e co

mpa

ny. T

his

item

appe

ared

as on

e of other

pay

ables in th

e fin

ancial statemen

t till

Janu

ary 20

15. H

owev

er, t

here

was

a cha

nge in cou

nter

party

from

Amata to th

e co

mpa

ny, e

ffective

from

Feb

ruar

y 20

15 onw

ards

. Th

is ac

crue

d tra

nsac

tion be

twee

n Am

ata an

d the co

mpa

ny still e

xists till the ex

piry o

f car

hire

con

tract.

Th

e co

mpa

ny is

resp

onsib

le fo

r pay

ing the ca

r hire

-related

exp

ense

from

201

5 on

ward

s

124

Viet

nam-The

New

Pha

se o

f Su

cces

s

Am

ata

City

Com

pany

Lim

ited

Am

ata

City C

ompa

ny L

imite

d (“A

mata

City”)

oper

ates

the

indu

stria

l estate

deve

lopm

ent bu

sines

s. A

mata

City is

a related

com

pany

as

a su

bsidiary in

which

Amata, a

major s

hare

holder

, holds

84%

of t

otal sha

res.

Tran

sact

ion

Desc

riptio

n

Tran

sact

ion

valu

e (m

illio

n ba

ht)

Ratio

nale

Opin

ion

of A

udit

Com

mitt

eeFo

r the

yea

r end

ed

31 D

ec 1

3Fo

r the

yea

r end

ed

31 D

ec 1

4Fo

r the

yea

r end

ed

31 D

ec 1

5

Shor

t ter

m lo

anTh

e sh

ort term

loa

n ha

s be

en pro

vided

by

Amata C

ity as

workin

g ca

pital

for th

e com

pany

Beginn

ing

balanc

e 22

.00

Increa

se -

Repa

id (1

7.00

) Re

main

ing

balan

ce .

5.00

.

Beginn

ing

ba

lanc

e 5

.00

Increa

se 10

.00

Repa

id (1

5.00

)Re

main

ing

balan

ce .

- .

Beginn

ing

ba

lanc

e -

Increa

se 5

.00

Repa

id (5

.00)

Remain

ing

balan

ce .

-

.

The

com

pany

exp

erie

nced

the

insu

fficien

t liqu

idity

in th

e ea

rly st

age

of estab

lishm

ent d

ue to

no inco

ming

cash

flows

to fu

nd th

e bu

sines

s. Also

, ther

e we

re s

ome

othe

r bu

sines

ses

the co

mpa

ny in

vested

in. P

uttin

g all

thes

e re

ason

s, th

e co

mpa

ny nee

ded

the

shor

t ter

m fu

nding

from A

mata

City a

t 3.00-

5.25

%, ra

tes

char

ged

were

bas

ed o

n the

finan

cial c

ost /

oppo

rtunity cos

t of A

mata Ci

ty

This

trans

actio

n is d

one o

n nec

essa

ry

basis

. The

rates ch

arge

d ar

e ba

sed

on the

finan

cial c

ost / op

portu

nity

cost of A

mata. H

ence

the tra

nsac

tion

is de

emed

approp

riate. T

he co

mpa

ny

has alre

ady pa

id o

ff the en

tire de

bt.

Intere

st exp

ense

0.13

0.21

0.01

Accrue

d intere

st

expe

nse

0.04

--

125

Amat

a VN

Pub

lic C

ompa

ny Lim

ited

Am

ata

Asia

Com

pany

Lim

ited

Am

ata

Asia C

ompa

ny L

imite

d (“A

mata

Asia”)

oper

ates

inve

stmen

t bus

ines

s as

a h

olding

com

pany

. Amata

Asia is

a re

lated

compa

ny a

s a

major

sha

reho

lder

holding

36%

of t

otal com

pany

sha

res an

d ha

ving Am

ata as

a m

utua

l major

sha

reho

lder

Tran

sact

ion

Desc

riptio

n

Tran

sact

ion

valu

e (m

illio

n ba

ht)

Ratio

nale

Opin

ion

of A

udit

Com

mitt

eeFo

r the

yea

r end

ed

31 D

ec 1

3Fo

r the

yea

r end

ed

31 D

ec 1

4Fo

r the

yea

r end

ed

31 D

ec 1

5

Other

Rec

eiva

bles

Oth

er r

ecei

vabl

es

from

ref

unding

the

ex

cess

div

iden

d am

ount

0.35

--

Ther

e was

an

erro

r on

for

eign

ex

chan

ge r

ate

used

whe

n pa

ying

divid

end

to A

mata

Asia, he

nce

the

actual amou

nt paid to Amata As

ia w

as

high

er tha

n ex

pected

. Th

e sp

ecial

item of r

eceiva

ble ha

s be

en set up to

refle

ct t

he a

djus

tmen

ts a

nd it

is

curre

ntly in

the

proc

ess of re

fund

ing

the diffe

rent amou

nt.

This

trans

actio

n ar

ises fro

m a

n er

ror

and t

he co

mpa

ny ha

s alre

ady r

esolve

d su

ch iss

ue b

y mak

ing

Amata

Asia

refund

the

diffe

renc

e. H

owev

er, t

his

erro

r sh

ould n

ot o

ccur

aga

in in

the

future

.

126

Viet

nam-The

New

Pha

se o

f Su

cces

s

Am

ata

Faci

lity

Serv

ice

Com

pany

Lim

ited

Am

ata

Facility

Service

Compa

ny L

imite

d op

erates

as se

rvice

prov

ider

to ta

ke c

are

of in

dustria

l estates

’ com

mon

are

as. A

mata

Facility

is a

related

compa

ny a

s a

subs

idiary o

f

which Am

ata ho

lds

91%

of a

ll sh

ares

Tran

sact

ion

Desc

riptio

n

Tran

sact

ion

valu

e (m

illio

n ba

ht)

Ratio

nale

Opin

ion

of A

udit

Com

mitt

eeFo

r the

yea

r end

ed

31 D

ec 1

3Fo

r the

yea

r end

ed

31 D

ec 1

4Fo

r the

yea

r end

ed

31 D

ec 1

5

Shor

t ter

m lo

anTh

e sh

ort t

erm lo

an

has b

een prov

ided

by

Amat

a Fa

cilit

y as

wor

king

cap

ital fo

r

the co

mpa

ny

Beginn

ing

balanc

e -

Increa

se -

Repa

id -

.

Remaining

balanc

e .

- .

Beginn

ing

balanc

e -

Increa

se

-

Repa

id -

.

Remaining

balanc

e .

- .

Beginn

ing

balanc

e -

Increa

se

45

.00

Repa

id (4

5.00

)

Remaining

balanc

e

. - .

The

compa

ny is

in the

pro

cess

of

getting

cre

dit lin

e ap

prov

al fro

m a

finan

cial ins

titut

ion. T

here

fore

it is

nece

ssar

y to

do

the

shor

t te

rm

borro

wing

from

Am

ata

Facility

at

4.00

%, r

ate

char

ged

was

base

d on

the fin

ancial cos

t / opp

ortunity cos

t of

Amata Fa

cility

This

trans

actio

n is

done

on ne

cess

ary

basis

. The

rate cha

rged

is b

ased

on

the fin

ancial cos

t / opp

ortunity cos

t of

Amata Fa

cility

. Hen

ce th

e tra

nsac

tion

is de

emed

app

ropr

iate. H

owev

er, the

compa

ny w

ill pa

y this

loan

whe

n the

cred

it lin

e is

offic

ially

app

rove

d.

Intere

st exp

ense

--

0.43

Accrue

d intere

st

expe

nse

--

-

127

Amat

a VN

Pub

lic C

ompa

ny Lim

ited

Am

ata

Wat

er C

ompa

ny L

imite

d

Am

ata W

ater

Com

pany

Lim

ited is

principa

lly eng

aged

in th

e man

ufac

ture

and

dist

ribution of w

ater

for u

se in

indu

stry. A

mata W

ater

is a re

lated co

mpa

ny as a su

bsidiary of w

hich

Amata ho

lds

100%

of a

ll sh

ares

Tran

sact

ion

Desc

riptio

n

Tran

sact

ion

valu

e (m

illio

n ba

ht)

Ratio

nale

Opin

ion

of A

udit

Com

mitt

eeFo

rr th

e ye

ar e

nded

31

Dec

13

For t

he y

ear e

nded

31

Dec

14

For t

he y

ear e

nded

31

Dec

15

Shor

t ter

m lo

anTh

e sh

ort t

erm lo

an

has

been

pro

vided

by

Amata

Water

as

wor

king

cap

ital for

the co

mpa

ny

Beginn

ing

ba

lanc

e

- Increa

se

-

Repa

id -

.

Remaining

ba

lanc

e .

- .

Beginn

ing

ba

lanc

e -

Increa

se

-

Repa

id - .

Re

maining

Ba

lanc

e .

- .

Beginn

ing

ba

lanc

e -

Increa

se 6.00

Re

paid (6

.00)

Remaining

Ba

lanc

e

. -

.

The c

ompa

ny is

in th

e pro

cess

of g

ettin

g cred

it lin

e ap

prov

al fro

m a

finan

cial

institu

tion. T

here

fore

it is

nec

essa

ry to

do

the sh

ort ter

m bor

rowi

ng from

Amata

Wat

er a

t 4.

00%

, ra

te c

harg

ed w

as

base

d on

the fin

ancia

l cos

t / opp

ortunity

cost o

f Amata Fa

cility

This

trans

actio

n is d

one o

n nec

essa

ry

basis

. The

rate cha

rged

is bas

ed on

the

finan

cial cos

t / o

ppor

tunity cos

t of

Am

ata

Faci

lity.

Hen

ce t

he

trans

actio

n is

deem

ed a

ppro

priate.

Howe

ver,

the co

mpa

ny w

ill pa

y this

loan

whe

n the cred

it lin

e is

offic

ially

ap

prov

ed.

Intere

st exp

ense

--

0.02

Accrue

d intere

st

expe

nse

--

-

128

Viet

nam-The

New

Pha

se o

f Su

cces

s

Cons

olid

ated

fina

ncia

l sta

tem

ents

Sepa

rate

fina

ncia

l sta

tem

ents

As a

t 31

Dece

mbe

r 20

15

As a

t 31

Dece

mbe

r 20

14

As a

t 31

Dece

mbe

r 20

13

As a

t 31

Dece

mbe

r 20

15

As a

t 31

Dece

mbe

r 2

014

As a

t 31

Dece

mbe

r 20

13

Liqu

idity

Ratio

Cu

rrent R

atio

(Tim

es)

2.71

17.60

1

5.38

1

.47

14.75

0

.80

Quick

Ratio

(Tim

es)

2.18

13.18

1

1.70

1

.47

12.81

0

.16

Ca

sh F

low

Liqu

idity

(Tim

es)

0.71

0.96

2.04

(0.03)

(3.28)

(3.10)

Ac

coun

ts R

eceiva

ble Tu

rnov

er(T

imes

) 8

.49

4.69

5.95

-

-

-

Av

erag

e Co

llection Pe

riod

(Day

s) 4

3 7

8 6

1 -

-

-

Inve

ntor

y Tu

rnov

er(T

imes

) 0

.34

0.21

0.29

-

-

-

Av

erag

e Inve

ntor

y Tu

rnov

er P

eriod

(Day

s) 1

,065

1

,700

1

,242

-

-

-

Ac

coun

ts P

ayab

le T

urno

ver

(Tim

es)

4.25

4.25

4.13

-

-

-

Pa

ymen

t Per

iod

(Day

s) 8

6 8

6 8

8 -

-

-

Ca

sh C

ycle

(Day

s) 1

,022

1

,692

1

,215

-

-

-

KEY

FIN

ANCI

AL R

ATIO

129

Amat

a VN

Pub

lic C

ompa

ny Lim

ited

Cons

olid

ated

fina

ncia

l sta

tem

ents

Sepa

rate

fina

ncia

l sta

tem

ents

As a

t 31

Dece

mbe

r 20

15

As a

t 31

Dece

mbe

r 20

14

As a

t 31

Dece

mbe

r 20

13

As a

t 31

Dece

mbe

r 20

15

As a

t 31

Dece

mbe

r 2

014

As a

t 31

Dece

mbe

r 20

13

Profita

bility

Ratio

Gro

ss P

rofit M

argin - Fr

om R

eal E

state Sa

les

(%)

56.37

5

4.08

6

7.44

-

-

-

Gro

ss P

rofit M

argin - F

rom U

tility

Ser

vices

(%)

38.85

3

4.94

4

0.92

-

-

-

Ope

ratin

g Pr

ofit Mar

gin

(%)

16.67

2

2.67

2

7.10

-

80.01

5

4.47

Ca

sh F

low

from O

pera

ting Ac

tivities

Mar

gin

(%)

199

.86

59.98

8

5.35

2

2.75

(2

7.01

) (9

7.06

)

Ne

t Pro

fit M

argin

(%)

14.99

1

8.97

2

3.93

(3

,798

.11)

79.89

5

4.43

Re

turn

on Eq

uity (R

OE)

(%)

5.27

8.23

12.74

(4

.99)

20.36

7

.31

Effic

ienc

y Ra

tio

Re

turn

on As

set (

ROA)

(%)

3.18

4.67

7.09

(3.28)

19.89

7

.12

As

sets T

urno

ver

(Tim

es)

0.21

0.25

0.30

0.00

0.25

0.13

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olicy Ra

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bt to

Equ

ity(T

imes

) 0

.49

0.24

0.26

0.66

0.01

0.03

Intere

st C

over

age

(Tim

es)

19.21

5

79.18

121

.92

0.52

(78.85

) (1

39.06)

Ca

sh F

low

Adeq

uacy

(Cas

h Ba

sis)

(Tim

es)

0.17

0.75

1.30

(0.01)

(0.72)

(0.88)

Di

viden

d Pa

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(%)

- 2

4.71

1

7.77

-

37.27

1

10.39

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MANAGEMENT DISCUSSION

AND ANALYSIS : MD&A

HISTORY AND BUSINESS OVERVIEWAmata VN was established on 30 August 2012 as a Thai holding company to invest in Amata Vietnam in Vietnam.

Amata Vietnam was established in 1994 as a Joint Venture Company between Amata Corp and Sonadezi a state-owned

industrial estate developer in Vietnam. As of June 2015, Amata Vietnam is held by Amata VN at 89.99% stake and Sonadezi

at 10% stake. Amata Vietnam is a leading industrial estate developer in Vietnam, operating Amata City (Bien Hoa) industrial

estate in Bien Hoa, Dong Nai Province.

Amata City (Bien Hoa) industrial estate offers full range of products and services catering to the needs of clients and to

society which including Industrial Land Lease, Ready-built Factory, Commercial Land Lease, Office Rental Service and

Infrastructure Service.

Ready-built Factories ranging from the size of 1,000 to 5,000 m2 offers sale or lease to clients with the option to enter

the market with lower investments while providing Amata Vietnam Joint Stock Company with recurring income.

Amata Commercial Complex will be developed under service and residential township, aiming to meet the demands

of not only the foreign and local investors of the Industrial Estate, but also the growing demands of the workers,

tourists and travelers to Bien Hoa City.

Amata City (Bien Hoa) industrial estate represents one of the most modern and best-equipped industrial estates in

Vietnam offering high-quality infrastructure services including solid ground foundation built average 40 meters higher

than the mean sea level, eliminating potential flooding problems. The high land terrain and solid packed soil are

favorable for industrial development. Ideal proper and concreted road network, high quality stable power supply,

sufficient water supply and waste water management system, and international standard of telecommunication.

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REVENUE ANALYSISTotal Revenue for the year 2015 was Baht 809.7 million, an increase by Baht 153.9 million or a growth of 23.4% from the

year 2014. The key factors are as follows:

Revenue

2011 2012 2013 2014 2015

777685 723 656

810

A) Revenue from real estate sales

For the year 2015, Sales of Land was Baht 320.2 million, or an increase of Baht 139.2 million or equivalent to a growth

of 77% comparing to the year 2014 of Baht 180.9 million. The main contribution of such increase was coming from

its subsidiaries (Amata Vietnam Joint Stock Company), where we can see the overall impact coming the increase in

foreign direct investment into Vietnam has increased gone up to more than 50% as compared to the year 2014.

The Industrial Estate Pre-Land Sales for the year 2015 were booked at 18.24 hectares or equivalent to 114 rais

compared with 6.24 hectares or equivalent to 39 rais for the same period of the year 2014, representing a growth of

192.3%.

B) Revenue from Others(Unit: Million Baht)

Revenue Year 2015 Year 2014 Change %

Revenue from Utility Services 215.7 186.0 29.6 15.9

Revenue from Rental 192.0 181.9 10.1 5.6

Interest Income 40.7 81.0 (40.3) (49.7)

Other Income 41.1 25.9 15.2 58.8

Total 489.5 474.8 14.7 3.1

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The table above has shown an increase of income mainly from its subsidiary as follows:-

1. The increase of income from utility services by 15.9%, where 12.4% was coming from water business and 3.5%

from facility services. For the growth in water business reflecting a demand in the volume of raw water and

waste water treatment supply from the industrial estate customers.

2. Overall revenue from rental income has increased 5.6% mainly coming from the rental operation of ready built

factories and office building due to the higher demand from different industry sectors.

3. Interest income has decreased because of the interest deposit rates in Vietnam has been decreasing from

5.1% - 8.0% per annum to 4.3% - 6.5% per annum.

4. Other income has increased by 58.8%, which was linked mainly to the sale of investment properties (ready built

factory and its land).

ANALYSIS OF GROSS PROFIT

(Unit: Million Baht)

Year 2015 Year 2014 Change

Revenue Gross profit % Revenue Gross profit % In Points

Real Estate Sales 320.2 180.5 56.4% 180.9 97.8 54.1% 2.3

Utility Services 215.7 42.6 19.8% 186.0 29.0 15.6% 4.2

Rental 192.0 115.8 60.3% 181.9 99.6 54.7% 5.6

Total 727.9 338.9 46.6% 548.9 226.4 41.2% 5.3

In Y2015, the Gross Profit was Baht 338.9 million, a 49.7% increase from the same period of last year. The Gross

Profit margin was posted in Y2015 and Y2014 of 46.6% and 41.2% respectively, main contribution was coming from

the increase in the gross profit of sales of land.

The overall improvement on the recurring income gross margin for both utility services and rental businesses as shown

above where it has reached 38.9%, or +4.0 points as compared to Y2014. Both businesses of utility services and

rental have made almost proportionally to such gross margin growth.

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ANALYSIS OF ALL EXPENSES


Year 2015 Year 2014 Change %

Selling expenses 10.4 4.8 5.6 117.6

Administrative expenses 91.2 83.3 7.9 9.4

Allowance for doubtful accounts 15.8 - 15.8 -

Provision for impairment in investment 20.0 - 20.0 -

Other expenses 11.5 8.9 2.6 29.4

Finance cost 23.5 0.3 23.3 8,337.3

Income tax expenses 67.6 49.4 18.2 36.9

Total 240.0 146.7 93.4 63.6

1. Selling and Administrative expenses for Y2015 reached Baht 101.6 million, an increase of Baht 13.3 million or

15.3% in comparison to Y2014 due to mainly coming from marketing and promotion expenses, commission fee,

salaries & wages and other employee benefits.

2. Record of allowance for loss incurred from impairment amounting to Baht 20 million for investment in Amata

Power (Bien Hoa).

3. Finance cost accounted of Baht 23.5 million, increased by Baht 23.3 million comparing to amount of Baht 0.3

million from Y2014. Main reason was for use in the purchase of ordinary shares of its subsidiary from

non-controlling interest of the subsidiary and land acquisition in the industrial estate of Amata City Long Thanh

Joint Stock Company.

FINANCIAL ANALYSIS



Total assets 4,915.2 2,713.3 2,201.9 81.1

Total liabilities 1,625.1 516.9 1,108.2 214.4

Total shareholders’equity 3,290.1 2,196.4 1,093.7 49.8

1. As of 31 December 2015 the Company’s total assets amounted of Baht 4,915.2 million, an increased by Baht

2,201.9 million per year or 81.1%. The major change of asset components in 2015 are as follows:

Real estate development costs was increased by Baht 1,695.1 million as compared to Y2014, mainly was

the cost of real estate to the latter for development of industrial estate, and other development cost such

as land improvement cost and construction cost.

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2. As of 31 December 2015 the Company’s total liabilities amounted of Baht 1,625.1 million, an increased by Baht

1,108.2 million or up by 214.4% as compared to last year, mainly due to the increase of loans from financial

institutions at the amount of Baht 1,021 million. The main purpose of the loan is for land purchase and development

cost around Amata industrial estates in Vietnam.

ANALYSIS OF TRADE AND OTHER RECEIVABLESAs at 31 December 2015, the Company and its subsidiaries have a total trade and other receivables amounting to Baht

79.9 million, from trade and other receivables-unrelated parties amounting to Baht 53.8 million and other receivables-related

parties amounting to Baht 26.1 million, age of receivables as follow:

• Not yet due amounting to Baht 33.1 million

• Past due up to 3 months amounting to Baht 4.4 million

• Past due longer than 3 to 9 months amounting to Baht 16.2 million

For the unrelated party debts of Baht 53.8 million in Y2015, the Company has made a provision of debts amounting to

Baht 16.2 million. As the Company has a good policy and the protective measure on this debt collection, there will be no

bad debt.

ANALYSIS OF CASH FLOWS



Cash and cash equivalents at the beginning of period 372.8 491.3 (118.5) (24.1)

Net cash flows from operating activities 361.0 111.9 249.1 222.6

Net cash flows used in investing activities (946.4) (146.4) (800.0) 546.4

Cash flows used in financing activities 1,840.3 (8.4) 1,848.7 (22,086.8)

Dividend paid to the shareholders - (72.5) 72.5 (100.0)

Net decrease in cash and cash equivalents 1,306.0 (118.5) 1,424.5 (1,201.9)

Cash and cash equivalents at the end of period 1,678.8 372.8 1,306.0 350.3

1. Cash flows from operating activities in 2015 was Baht 361.0 million, an increase of Baht 249.1 million from last

year. The key changes in cash flows from operating activities along with the changes in assets and liabilities

have already been mentioned in the above analysis of the financial performance and financial position.

2. Cash flows used in investing activities in Y2015 amounted Baht 946.4 million, an increase of Baht 800.0 million

due primarily to the cash paid out for real estate land acquisition cost and investment properties, and also

reduction in deposits placed with financial institutions.

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3. Cash flow from financing activities amounted to Baht 1,840.3 million, an increase of Baht 1,848.7 million due to

the cash received from financial institutions for short-term and long-term loans, and cash receipt from share

capital increased. As for cash paid, it was mainly for investments in subsidiary, repayment a portion of long-term

loan and interest expenses.

FINANCIAL RATIO ANALYSIS

Year 2015 Year 2014 Change in Point / Time Favorable / Unfavorable

Net profit margin (%) 15.0 19.0 (4.0) Unfavorable

Return on equity (%) 5.3 8.2 (3.0) Unfavorable

Return on total assets (%) 3.2 4.7 (1.5) Unfavorable

Debt to equity ratio (time) 0.49 0.24 0.25 Unfavorable

* Return on equity (%) = Net profit attributable to Equity holders of the Company *100

Equity holders of the Company (average)

* * Return on total assets (%) = Net profit attributable to Equity holders of the Company *100

Total assets (average)

As at 31 December 2015, the Company and its subsidiaries have contributed a net profit of Baht 121.4 million compared

with the same period of last year, an unfavorable decrease of Baht 3.0 million or equivalent to down by 2.4%.

The main driver came from one time cost incurred in Phase 1 for the development of road, water supply and improved

storm rain, and set up allowance for impairment and debt resulting the net profit margin of Y2015 posted at 15.0%

as compared to Y2014 at 19.0%.

Debt to equity ratio was 0.49 to 1 at year end 2015 and 0.24 to 1 at year end 2014, the increase was mainly due to

the borrowings for short-term and long-term loans from financial institutions.

With a lower debt to equity ratio reflected a strong funding structure with flexibility.

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OTHERS Changes in investments during the year

1. In the current year, Amata VN made an initial public offering of 166 million shares with a par value of Baht 0.50

each, at a price of Baht 7.50 per share, for total proceeds of Baht 1,248 million. Amata VN received a total of

Baht 1,201 million from sales of their additional ordinary shares, net of direct expenses. Amata VN registered

the increase of its paid-up share capital to Baht 468 million (935 million ordinary shares of Baht 0.50 each) with

the Ministry of Commerce on 9 December 2015. Amata VN listed these shares on Stock Exchange of Thailand

(“SET”) with the first trading date being on 16 December 2015.

2. In the current year, Amata VN invested VND 424,657 million (equivalent to Baht 712 million) in the ordinary

shares of Amata City Long Thanh Joint Stock Company, a company established in Vietnam, and engaged in

the industrial estate development (representing 35% of its call-up share capital). The remaining shares of Amata

Long Thanh Joint Stock Company were held by Amata Vietnam Joint Stock Company (representing 65% of its

call-up share capital).

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REPORT ON THE BOARD OF DIRECTORS’

RESPONSIBILITIES FOR FINANCIAL STATEMENTS

The consolidated and the company financial statements of Amata VN 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 VN Public Company Limited and its subsidiary companies as of December 31, 2015,

represent fairly the financial position, results of operations, and cash flow statements prepared in accordance with Thai

Financial Reporting Standards.

(Dr. Surin Pitsuwan) (Mr. Kampol Tatiyakavee)

Chairman Director and COO

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REPORT OF THE

AUDIT COMMITTEE

To: The shareholders of Amata VN Public Company LimitedIn the year 2015, the Board of Directors of Amata VN 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 Mrs. Ajarie

Visessiri, Audit Committee Chairman, Mr. Do Ngoc Son and Mr. Mats Anders Lundqvist, Audit Committee 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 4 Audit Committee meetings

in the financial year of 2015 and 1 Audit Committee meetings in 2016 until the reporting date, totally 5 Audit Committee

meetings. Mrs. Ajarie Visessiri and, Mr. Mats Anders Lundqvist attended every meeting and Mr. Do Ngoc Son attended 4

meetings with management executives, external auditors and internal auditors when appropriate, pertaining to the following

issues:

1. Review the interim and annual financial statements of 2015, 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

2015. 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

A&C Auditing and Consulting Co., Ltd the subsidiary’s internal auditor, 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 and its subsidiary 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.

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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 2016 to propose to the Board of

Directors to ask for the approval of the Annual Shareholder Meeting for the year 2016, which the Audit Committee

considered the performance, independency and remuneration and concluded to propose appointing Ms. Supannee

Triyanantakul (C.P.A. Registration No. 4498) and/or Mr. Supachai Phanyawattano (Certified Public Accountant

No. 3930) and/or Ms. Waraporn Prapasirikul (C.P.A. Registration No. 4579) of EY Office Limited to serve as the

Company external auditor for the year 2016, with the remuneration of Baht 550,000. 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 550,000 is reasonable. It is Baht 550,000 or 10% higher than last year.

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 2016, it shall be the first year.

The external auditors had no relation with the Company and its subsidiaries.

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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.

(Mrs. Ajarie Visessiri)

Chairman of the Audit Committee

On behalf of the Audit Committee

February 16 , 2016

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To the Shareholders of Amata VN Public Company Limited

I have audited the accompanying consolidated financial statements of Amata VN Public Company Limited and its subsidiaries,

which comprise the consolidated statement of financial position as at 31 December 2015, and 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 VN Public Company Limited for the same period.

Management’s Responsibility for the Financial Statements

Management 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 Responsibility

My 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 judgement, 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.

INdePeNdeNT AudIToR’S RePoRT

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I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.

opinion

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of

Amata VN Public Company Limited and its subsidiaries and of Amata VN Public Company Limited as at 31 December

2015, and their financial performance and cash flows for the year then ended, in accordance with Thai Financial Reporting

Standards.

Siraporn Ouaanunkun

Certified Public Accountant (Thailand) No. 3844

EY Office Limited

Bangkok: 16 February 2016

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(Unit: Baht)

Consolidated financial statements

Separate financial statements

Note 2015 2014 2015 2014

Assets

Current assets

Cash and cash equivalents 7 1,678,775,736 372,788,579 1,161,491,636 43,044,707

Current investments - deposit

with financial institutions 8 241,849,600 975,900,770 - -

Trade and other receivables 9 63,717,262 107,838,450 763,552 -

Real estate development costs 10 414,644,480 400,642,900 - -

Other current assets 71,720,649 87,021,759 19,061 6,523,015

Total current assets 2,470,707,727 1,944,192,458 1,162,274,249 49,567,722

Non-current assets

Investments in subsidiaries 11 - - 1,456,772,818 384,300,000

Investment in related company 12 71,758,862 91,758,862 - -

Investment properties 13 513,691,528 502,823,337 - -

Buildings and equipment 14 158,325,424 171,044,799 42,019 59,130

Real estate development costs,

net of current portion 10 1,695,077,915 - - -

Other non-current assets 5,623,303 3,509,811 5,323,877 2,978,961

Total non-current assets 2,444,477,032 769,136,809 1,462,138,714 387,338,091

Total assets 4,915,184,759 2,713,329,267 2,624,412,963 436,905,813

STATeMeNT oF FINANCIAL PoSITIoNAmata VN Public Company Limited and its subsidiary

As at 31 December 2015

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

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Note 2015 2014 2015 2014

Liabilities and shareholders' equity

Current liabilities

Short-term loans from financial institutions 711,753,575 - 711,753,575 -

Trade and other payables 15 103,814,886 79,450,233 17,607,377 3,359,302

Current portion of long-term loan 16 60,000,000 - 60,000,000 -

Current portion of revenue received in

advance 23,076,038 16,949,119 - -

Income tax payable 7,298,879 9,073,494 - -

Current portion of land rental payables 17 5,894,260 5,009,181 - -

Total current liabilities 911,837,638 110,482,027 789,360,952 3,359,302

Non-current liabilities

Long-term loan, net of current portion 16 250,000,000 - 250,000,000 -

Rental deposits and advance received

from customer 113,169,497 82,474,670 - -

Revenue received in advance 36,468,297 35,811,644 - -

Deferred tax liabilities 21 220,017,774 195,730,158 - -

Land rental payables 17 87,180,774 84,274,132 - -

Other non-current liabilities 6,447,000 8,146,105 3,261,455 2,502,250

Total non-current liabilities 713,283,342 406,436,709 253,261,455 2,502,250

Total liabilities 1,625,120,980 516,918,736 1,042,622,407 5,861,552

STATeMeNT oF FINANCIAL PoSITIoN(continued)Amata VN Public Company Limited and its subsidiaryAs at 31 December 2015


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STATeMeNT oF FINANCIAL PoSITIoN(continued)

Amata VN Public Company Limited and its subsidiaryAs at 31 December 2015

(Unit: Baht)



Note 2015 2014 2015 2014

Shareholders' equity

Share capital

Registered

935,000,000 ordinary shares of

Baht 0.50 each 467,500,000 467,500,000 467,500,000 467,500,000

Issued and fully paid-up

935,000,000 ordinary shares of

Baht 0.50 each (2014: 768,630,000ordinary shares of Baht 0.50 each) 18 467,500,000 384,315,000 467,500,000 384,315,000

Share premium 18 1,117,734,742 - 1,117,734,742 -

Retained earnings

Appropriated-statutory reserve 19 5,516,985 5,516,985 5,516,985 5,516,985

Unappropriated (deficit) 371,324,885 249,955,274 (8,961,171) 41,212,276

Other components of shareholders' equity 1,084,541,703 917,500,412 - -

Equity attributable to owners of the Company 3,046,618,315 1,557,287,671 1,581,790,556 431,044,261

Non-controlling interests of the subsidiary 243,445,464 639,122,860 - -

Total shareholders' equity 3,290,063,779 2,196,410,531 1,581,790,556 431,044,261

Total liabilities and shareholders' equity 4,915,184,759 2,713,329,267 2,624,412,963 436,905,813

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Note 2015 2014 2015 2014

Revenues

Revenue from real estate sales 320,154,111 180,914,803 - -

Revenue from rental and utility services 407,718,072 367,967,562 - -

Dividend income - - - 103,102,155

Interest income 40,719,386 80,978,881 1,319,456 121,462

Other income 41,061,428 25,864,721 912 22,552

Total revenues 809,652,997 655,725,967 1,320,368 103,246,169

Expenses

Cost of real estate sales 139,675,361 83,071,467 - -

Cost of rental and utility services 249,307,751 239,411,042 - -

Selling expenses 10,419,787 4,787,503 - -

Administrative expenses 91,191,923 83,334,349 27,953,722 20,479,435

Allowance for doubtful accounts 9 15,774,063 - - -

Loss from provision for impairment in

investment in related company 12 20,000,000 - - -

Other expenses 11,482,858 8,872,665 - -

Total expenses 537,851,743 419,477,026 27,953,722 20,479,435

Profit (loss) before finance cost and

income tax expenses 271,801,254 236,248,941 (26,633,354) 82,766,734

Finance cost (23,540,093) (278,527) (23,540,093) (278,527)

Profit (loss) before income tax expenses 248,261,161 235,970,414 (50,173,447) 82,488,207

Income tax expenses 21 (67,623,208) (49,407,249) - -

Profit (loss) for the year 180,637,953 186,563,165 (50,173,447) 82,488,207

Profit (loss) attributable to:

Equity holders of the Company 121,369,611 124,410,031 (50,173,447) 82,488,207

Non-controlling interests of the subsidiary 59,268,342 62,153,134

180,637,953 186,563,165

Earnings per share 22

Basic earnings per share

Profit (loss) attributable to equity holders

of the Company 0.16 0.16 (0.06) 0.11


INCoMe STATeMeNTAmata VN Public Company Limited and its subsidiaryFor the year ended 31 December 2015

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2015 2014 2015 2014

Profit (loss) for the year 180,637,953 186,563,165 (50,173,447) 82,488,207

Other comprehensive income:

Exchange differences on translation of financial statements in foreign currency 72,814,796 (3,133,785) - -

Other comprehensive income for the year 72,814,796 (3,133,785) - -

Total comprehensive income for the year 253,452,749 183,429,380 (50,173,447) 82,488,207

Total comprehensive income attributable to:

Equity holders of the Company 185,865,870 122,216,382 (50,173,447) 82,488,207

Non-controlling interests of the subsidiary 67,586,879 61,212,998

253,452,749 183,429,380

STATeMeNT oF CoMPReheNSIVe INCoMe

Amata VN Public Company Limited and its subsidiaryFor the year ended 31 December 2015


148 Vietnam-The New Phase of Success

STATeMeNT oF ChANgeS IN ShARehoLdeRS’ equITyAmata VN Public Company Limited and its subsidiaryFor the year ended 31 December 2015


(Unit: Baht)


equity attributable to owners of the Company

equity attributable to

non-controlling interests of

the subsidiary

Total shareholders’

equity

other component of equity

other comprehensive

income

Issued and fully paid-up share capital

Share premium

Retained earnings exchange differences

on translation of financial statements in foreign currency

Reserve for share-based

payment

Business combination

under common control

Surplus on changes

in shareholding of subsidiary

Total other component of shareholders’

equity

Total equity attributable to

owners of the Company Appropriated unappropriated

Balance as at 1 January 2014

384,315,000 -

1,392,575 160,414,853 50,921,060 22,442,281 846,330,720 - 919,694,061

1,465,816,489 619,677,705 2,085,494,194

Profit for the year - - - 124,410,031 - - - - - 124,410,031 62,153,134 186,563,165

Other comprehensive income for

the year - - - - (2,193,649) - - - (2,193,649) (2,193,649) (940,136) (3,133,785)

Total comprehensive income for

the year - - - 124,410,031 (2,193,649) - - - (2,193,649) 122,216,382 61,212,998 183,429,380

Dividend paid to non-controlling

interests of the subsidiary - - - - - - - - - - (41,767,843) (41,767,843)

Dividend paid to the Company’s

shareholders (Note 25) - - - (30,745,200) - - - - - (30,745,200) - (30,745,200)

Unappropriated retained earnings

transferred to statutory reserve - -

4,124,410 (4,124,410) - - - - - - - -

Balance as at 31 December 2014

384,315,000 -

5,516,985 249,955,274 48,727,411 22,442,281 846,330,720 - 917,500,412 1,557,287,671 639,122,860 2,196,410,531

149 Amata VN Public Company Limited

STATeMeNT oF ChANgeS IN ShARehoLdeRS’ equITy (continued)Amata VN Public Company Limited and its subsidiaryFor the year ended 31 December 2015

(Unit: Baht)Consolidated financial statements

equity attributable to owners of the Company

equity attributable to

non-controlling interests of

the subsidiary


equity

other comprehensive

income

Issued and fully paid-up share capital Share premium

Retained earnings exchange differences

on translation of financial statements in foreign currency

Reserve for share-based

payment

Business combination

under common control

Surplus on changes

in shareholding of subsidiary

Total other component of shareholders’

equity

Total equity attributable to

owners of the Company Appropriated unappropriated

Balance as at 1 January 2015

384,315,000 - 5,516,985 249,955,274 48,727,411 22,442,281 846,330,720 - 917,500,412 1,557,287,671 639,122,860

2,196,410,531

Profit for the year - - - 121,369,611 - - - - - 121,369,611 59,268,342 180,637,953

Other comprehensive income

for the year - - - - 64,496,259 - - - 64,496,259 64,496,259 8,318,537 72,814,796

Total comprehensive income

for the year - - - 121,369,611 64,496,259 - - - 64,496,259 185,865,870 67,586,879 253,452,749

Increase share capital (Note 18 ) 83,185,000 1,117,734,742 - - - - - - - 1,200,919,742 - 1,200,919,742

Surplus on investments in subsidiary

arising as a result of purchase the

investment in subsidiary at

a price less than the net book value

at the purchase date (Note 11) - - - - - - - 102,545,032 102,545,032 102,545,032 (463,264,275) (360,719,243)

Balance as at 31 December 2015 467,500,000 1,117,734,742 5,516,985 371,324,885 113,223,670 22,442,281 846,330,720 102,545,032 1,084,541,703 3,046,618,315 243,445,464 3,290,063,779


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STATeMeNT oF ChANgeS IN ShARehoLdeRS’ equITy (continued)Amata VN Public Company Limited and its subsidiaryFor the year ended 31 December 2015

(Unit: Baht)


Retained earnings

Issued and fully paid-up share capital Share premium Appropriated

unappropriated (deficit)


equity

Balance as at 1 January 2014 384,315,000 - 1,392,575 (6,406,321) 379,301,254

Total comprehensive income for the year - - - 82,488,207 82,488,207

Dividend paid to the Company's shareholders

(Note 25) - - - (30,745,200) (30,745,200)

Unappropriated retained earnings

transferred to statutory reserve - - 4,124,410 (4,124,410) -

Balance as at 31 December 2014 384,315,000 - 5,516,985 41,212,276 431,044,261

Balance as at 1 January 2015 384,315,000 - 5,516,985 41,212,276 431,044,261

Total comprehensive income for the year - - - (50,173,447) (50,173,447)

Increase share capital (Note 18) 83,185,000 1,117,734,742 - - 1,200,919,742

Balance as at 31 December 2015 467,500,000 1,117,734,742 5,516,985 (8,961,171) 1,581,790,556


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2015 2014 2015 2014

Cash flows from operating activities

Profit (loss) before income tax expenses 248,261,161 235,970,414 (50,173,447) 82,488,207

Adjustments to reconcile profit before income tax

expenses to net cash provided by (paid from)

operating activities:

Depreciation 91,103,377 81,002,162 17,110 16,911

Allowance for doubtful accounts 16,239,250 - - -

Gain on sales of investment properties (32,084,943) (21,016,565) - -

Allowance for impairment loss on

investments in related company 20,000,000 - - -

Dividend income from investments in

subsidiary - - - (103,102,155)

Provision for long-term employee benefits 759,205 (545,313) 759,205 (545,313)

Interest income (40,719,386) (80,978,881) (1,319,456) (121,462)

Interest expenses 23,540,093 278,527 23,540,093 278,527

Profit (loss) from operating activities before

changes in operating assets and liabilities 327,098,757 214,710,344 (27,176,495) (20,985,285)

Operating assets (increase) decrease

Trade and other receivables 27,881,939 18,416,636 (763,194) 361,026

Real estate development costs (23,332,953) (57,055,870) - -

Other current assets 15,301,110 (5,104,099) 6,503,598 68,660

Other assets (2,113,491) (1,711,679) (2,344,916) (2,955,466)

Operating liabilities increase (decrease)

Trade and other payables 61,295,777 (11,223,860) 12,367,389 1,232,233

Cash flows from (used in) operating activities 406,131,139 158,031,472 (11,413,618) (22,278,832)

Cash paid for corporate income tax (45,110,207) (46,125,339) - -

Net cash flows from (used in) operating activities 361,020,932 111,906,133 (11,413,618) (22,278,832)

CASh FLow STATeMeNTAmata VN Public Company Limited and its subsidiary

For the year ended 31 December 2015


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CASh FLow STATeMeNT (continued)Amata VN Public Company Limited and its subsidiaryFor the year ended 31 December 2015

(Unit: Baht)



2015 2014 2015 2014

Cash flows from investing activities

Interest income 40,719,386 80,978,881 1,319,456 121,462

Decrease (increase) in current investment -

deposits with financial institutions 734,051,170 (152,901,362) - -

Cash paid for investments in subsidiary - - (711,753,575) -

Dividend income from investments in subsidiary - - - 103,102,155

Acquisitions of investment properties (80,319,868) (68,174,084) - -

Acquisitions of equipment (1,499,126) (50,562,485) - (21,400)

Proceeds from sales of investment properties 49,711,210 44,246,090 - -

Cash paid for real estate development costs (1,689,070,235) - - -

Net cash flows from (used in) investing activities (946,407,463) (146,412,960) (710,434,119) 103,202,217

Cash flows from financing activities

Increase in short-term loans from financial

institutions 711,753,575 - 711,753,575 -

Interest expenses (21,659,408) (370,247) (21,659,408) (370,247)

Cash receipt from short-term loans from related

parties 56,000,000 10,000,000 56,000,000 10,000,000

Repayment of short-term loans from related

parties (56,000,000) (18,000,000) (56,000,000) (18,000,000)

Cash receipt from long-term loans 350,000,000 - 350,000,000 -

Repayment of long-term loans (40,000,000) - (40,000,000) -

Cash paid for investments in subsidiary (Note 11) (360,719,243) - (360,719,243) -

Cash receipt from share capital increased (Note 18) 1,200,919,742 - 1,200,919,742 -

Dividend paid to the Company's shareholder - (30,745,200) - (30,745,200)

Dividend paid for non-controlling interest

of the subsidiary - (41,767,843) - -

Net cash flows from (used in) financing activities 1,840,294,666 (80,883,290) 1,840,294,666 (39,115,447)

Increase (decrease) in translation adjustments 51,079,022 (3,133,785) - -

Net increase (decrease) in cash and cash

equivalents 1,305,987,157 (118,523,902) 1,118,446,929 41,807,938

Cash and cash equivalents at beginning of year 372,788,579 491,312,481 43,044,707 1,236,769

Cash and cash equivalents at end of year 1,678,775,736 372,788,579 1,161,491,636 43,044,707

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NoTeS To CoNSoLIdATed FINANCIAL STATeMeNTS

Amata VN Public Company Limited and its subsidiariesFor the year ended 31 December 2015

1. general information Amata VN Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand.

Its parent company is Amata Corporation Public Company Limited, which was incorporated in Thailand. The Company is a holding company with an investment focus in the industrial estate development companies and other related business in Vietnam. The registered office of the Company is at 2126, New Petchburi Road, Bangkapi, Huay Kwang, Bangkok.

The Company listed its ordinary shares on the Stock Exchange of Thailand on 16 December 2015.

2. Basis of preparation2.1 The financial statements have been prepared in accordance with Thai Financial Reporting Standards enunciated

under the Accounting Professions 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 Amata VN Public Company Limited (“the Company”) and the following subsidiary companies (“the subsidiaries”):

Company’s name Nature of businessCountry of

incorporationPercentage ofshareholding

2015 2014Percent Percent

Amata (Vietnam) Joint Stock Company (AVN)

Industrial estate development Vietnam 90.0 70.0

Amata City Long Thanh Joint Stock Company (ACLT) (35% held by the Company and 65%

held by AVN)Industrial estate

development Vietnam 93.5 -

b) The Company is deemed to have control over an investee or subsidiaries if it has rights, or is exposed, to variable returns from its involvement with the investee, and it has the ability to direct the activities that affect the amount of its returns.

c) 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.

d) The financial statements of the subsidiaries are prepared using the same significant accounting policies as the Company.

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Notes to coNsolidated fiNaNcial statemeNts (continued)Amata VN Public Company Limited and its subsidiariesFor the year ended 31 December 2015

e) 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.

f) Material balances and transactions between the Company and its subsidiaries have been eliminated from the consolidated financial statements.

g) 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 in shareholder’s equity of the consolidated statement of financial position.

2.3 The separate financial statements present investments in subsidiary companies under the cost method.

3. New financial reporting standards Below is a summary of financial reporting standards that became effective in the current accounting year and those

that will become effective in the future.

(a) Financial reporting standard that became effective in the current year

The Company and its subsidiaries have adopted the revised (revised 2014) and new financial reporting standards issued by the Federation of Accounting Professions which became effective for fiscal years beginning on or after 1 January 2015. These financial reporting standards were aimed at alignment with the corresponding International Financial Reporting Standards, with most of the changes directed towards revision of wording and terminology, and provision of interpretations and accounting guidance to users of standards. The adoption of these financial reporting standards did not have any significant impact on the financial statements of the Company and its subsidiaries. However, some of these standards involve changes to key principles, which are summarised below:

TAS 19 (revised 2014) Employee Benefits

This revised standard requires that the entity recognise actuarial gains and losses immediately in other comprehensive income while the former standard allowed the entity to recognise such gains and losses immediately in either profit or loss or other comprehensive income, or to recognise them gradually in profit or loss.

This revised standard does not have any impact on the financial statements as the Company already recognise actuarial gains and losses immediately in other comprehensive income.

TFRS 10 Consolidated Financial Statements

TFRS 10 prescribes requirements for the preparation of consolidated financial statements and replaces the content of TAS 27 Consolidated and Separate Financial Statements dealing with consolidated financial statements. This standard changes the principles used in considering whether control exists. Under this standard, an investor is deemed to have control over an investee if it has rights, or is exposed, to variable returns from its involvement with the investee, and it has the ability to direct the activities that affect the amount of its returns, even if it holds less than half of the shares or voting rights. This important change requires the management to exercise a lot of judgement when reviewing whether the Company and its subsidiaries have control over investees and determining which entities have to be included in preparation of the consolidated financial statements.

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Notes to coNsolidated fiNaNcial statemeNts (continued)


This standard does not have any impact on the Company’s and its subsidiaries financial statements.

TFRS 11 Joint Arrangements

TFRS 11 supersedes TAS 31 Interests in Joint Ventures. This standard requires an entity investing in any other entity to determine whether the entity and other investors have joint control in the investment. When joint control exists, there is deemed to be a joint arrangement and the entity then needs to apply judgement to assess whether the joint arrangement is a joint operation or a joint venture and to account for the interest in the investment in a manner appropriate to the type of joint arrangement. If it is a joint operation, the entity is to recognise its shares of assets, liabilities, revenue and expenses of the joint operation, in proportion to its interest, in its separate financial statements. If it is a joint venture, the entity is to account for its investment in the joint venture using the equity method in the financial statements in which the equity method is applied or the consolidated financial statements (if any), and at cost in the separate financial statements.

This standard does not have any impact on the Company’s and its subsidiaries financial statements.

TFRS 12 Disclosure of Interests in Other Entities

This standard stipulates disclosures relating to an entity’s interests in subsidiaries, joint arrangements and associates, including structured entities. This standard therefore has no financial impact on the financial statements of the Company and its subsidiaries.

TFRS 13 Fair Value Measurement

This standard provides guidance on how to measure fair value and stipulates disclosures related to fair value measurement. Entities are to apply the guidance under this standard if they are required by other financial reporting standards to measure their assets or liabilities at fair value. The effects of the adoption of this standard are to be recognised prospectively.

This standard does not have any significant impact on the Company’s and its subsidiaries financial statements.

(b) Financial reporting standard that will become effective in the future

During the current year, the Federation of Accounting Professions issued a number of the revised (revised 2015) and new financial reporting standards and accounting treatment guidance which is effective for fiscal years beginning on or after 1 January 2016. These financial reporting standards were aimed at alignment with the corresponding International Financial Reporting Standards. The management of the Company and its subsidiaries believe that the revised and new financial reporting standards and accounting treatment guidance will not have any significant impact on the financial statements when it is initially applied.

4. Significant accounting policies 4.1 Revenue recognition

Revenue from real estate sales

Revenue from sales of property interests under operating lease with infrastructure system are recognised as revenue in full when the significant risks and rewards of ownership are transferred to the buyer.

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Rendering of services

Service revenue is recognised when services have been rendered taking into account the stage of completion.

Rental income

Rental income under operating lease agreement is recognised as an income on a straight-line basis over the lease term.

Interest income

Interest income is recognised on an accrual basis based on the effective interest rate.

Dividends

Dividends are recognised when the right to receive the dividends is established.

4.2 Cash and cash equivalents

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

4.3 Trade 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.

4.4 Real estate development costs

Property interests under operating lease with infrastructure systems are valued at the lower of specific cost or net realisable value. Cost included expenses directly related to real estate development and infrastructure systems (presented under to caption of “real estate development costs” in the consolidated financial statements).

4.5 Investments

a) Investments in non-marketable equity securities, which the Company classifies as other investments, are stated at cost net of allowance for impairment loss.

b) Investments in subsidiaries are presented in the separate financial statements using the cost method.

The weighted average method is used for computation the cost of investments.

4.6 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 35-44 years. Depreciation of the investment properties is included in determining income.

On disposal of investment properties, the difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period when the asset is derecognised.

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4.7 Buildings and equipment / depreciation

Buildings and equipment are stated at cost less accumulated depreciation and allowance for loss on impairment of assets (if any).

Depreciation of buildings and equipment is calculated by reference to their costs or on the straight-line basis over the following estimated useful lives:

Buildings and installations - 3 - 40 years

Machinery and equipment - 2 - 7 years

Office equipment - 3 - 5 years

Office equipment - 3 - 15 years

Depreciation is included in determining income.

No depreciation is provided on assets under construction.

An item of buildings 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 profit or loss when the asset is derecognised.

4.8 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 individuals which directly or indirectly own a voting right 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 operations of the Company and its subsidiaries.

4.9 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 profit or loss over the lease period. The assets acquired under finance leases is depreciated over the useful life of the asset and the lease period.

Leases of property, plant or equipment which was not transferred substantially all the risks and rewards of ownership are classified as operating lease. Operating lease payments are recognised as an expense in profit or loss on a straight line basis over the lease term.

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4.10 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 of each entity are measured using that the functional currency of that entity.

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 the end of reporting period.

Gains and losses on exchange are included in determining income.

4.11 Impairment of assets

At the end of each reporting period, the Company and its subsidiaries perform impairment reviews in respect of the assets of the Company and its subsidiaries 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 profit or loss.

4.12 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 and its employees have jointly established a provident fund. The fund is monthly contributed by employees and by the Company. The fund’s assets are held in a separate trust fund and the contributions of the Company is recognised as expenses when incurred.

Defined benefit plans

The Company has obligations in respect of the severance payments it must make to employees upon retirement under labor law. The Company treats 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 statement of other comprehensive income.

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4.13 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.

4.14 Income tax

Income tax 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 rates enacted at the end of the reporting period.

The Company and its subsidiaries recognise deferred tax liabilities for all taxable temporary differences while they 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.

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 shareholders’ equity if the tax relates to items that are recorded directly to shareholders’ equity.

4.15 Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between buyer and seller (market participants) at the measurement date. The Company and its subsidiaries apply a quoted market price in an active market to measure their assets and liabilities that are required to be measured at fair value by relevant financial reporting standards. Except in case of no active market of an identical asset or liability or when a quoted market price is not available, the Company and its subsidiaries measure fair value using valuation technique that are appropriate in the circumstances and maximises the use of relevant observable inputs related to assets and liabilities that are required to be measured at fair value.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy into three levels based on categorise of input to be used in fair value measurement as follows:

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Level 1 - Use of quoted market prices in an observable active market for such assets or liabilities

Level 2 - Use of other observable inputs for such assets or liabilities, whether directly or indirectly

Level 3 - Use of unobservable inputs such as estimates of future cash flows

At the end of each reporting period, the Company and its subsidiaries determine whether transfers have occurred between levels within the fair value hierarchy for assets and liabilities held at the end of the reporting period that are measured at fair value on a recurring basis.

5. Significant accounting judgements and estimates The preparation of financial statements in conformity with financial reporting standards at time requires management

to make subjective judgements and estimates regarding matters that are inherently uncertain. These judgements and estimates affect reported amounts and disclosures; and actual result could differ from these estimates. Significant judgements 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 risks and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement.

Allowance for doubtful accounts

In determining an allowance for doubtful accounts, the management needs to make judgement and estimates based upon, among other things, past collection history, aging profile of outstanding debts and the prevailing economic condition.

Impairment of investments

The Company and its subsidiaries treat investments as impaired where other objective evidence of impairment exists by using discounted expected future cash flow received from investments with the appropriate discount rate and related risks.

Buildings and equipment, investment properties and depreciation

In determining depreciation of buildings and equipment, and investment properties, the management is required to make estimates of the useful lives and residual values of buildings 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 buildings 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 judgements regarding forecast of future revenues and expenses relating to the assets subject to the review.

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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 can 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.

6. Related party transactions 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 its subsidiaries and those related parties.

(Unit: Thousand Baht)

Consolidated financial statements Transfer Pricing Policy

2015 2014

Transactions with parent company

Interest expenses - 67 5.25% per annum

Other expenses 168 - agreed upon

Transactions with related companies

Rental and utility income 1,731 1,331 Contract price or as agreed upon

Interest expenses 462 212 4.00% and 4.50% per annum

(2014: 3.50% - 5.25% per annum)

Electricity expenses 5,224 6,012 Market price


Separate financial statements Transfer Pricing Policy

2015 2014

Transactions with parent company

Interest expenses - 67 5.25% per annum

Other expenses 168 - agreed upon

Transactions with related companies

Interest expenses 462 212 4.00% and 4.50% per annum

(2014: 3.50% - 5.25% per annum)

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As at 31 December 2015 and 2014, the balances of the accounts between the Company and its subsidiaries and those related companies are as follows:



Separatefinancial statements

2015 2014 2015 2014

Account receivables - related party (Note 9)

Related Company

Amata Power (Bien Hoa) Limited 21 19 - -

Total 21 19 - -

Account payables - related parties (Note 15)

Parent company

Amata Corporation Public Co., Ltd. 95 1,995 95 1,995

Related Company

Amata Power (Bien Hoa) Limited 453 609 - -

Total 548 2,604 95 1,995

Short-term loans from related companies

As at 31 December 2015 and 2014, the balance of loans between the Company and those related companies and the movement are as follows:


Consolidated/Separate financial statements

Balance as at31 december 2014

during the yearBalance as at

31 december 2015Increase decrease

Short-term loans from related parties

Amata Facility Services Co., Ltd. - 45,000 (45,000) -

Amata Water Co., Ltd. - 6,000 (6,000) -

Amata City Co., Ltd. - 5,000 (5,000) -

Total - 56,000 (56,000) -

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Directors and management’s benefits

During the year ended 31 December 2015 and 2014, the Company and its subsidiaries had employee benefit expenses payable to its directors and management as below.




2015 2014 2015 2014

Short-term employee benefits 30,377 25,718 13,730 11,579

Post-employment benefits 1,456 675 1,456 675

Total 31,833 26,393 15,186 12,254

7. Cash and cash equivalents (Unit: Thousand Baht)



2015 2014 2015 2014

Cash 1,254 347 15 28

Bank deposits 1,677,522 372,442 1,161,477 43,017

Total 1,678,776 372,789 1,161,492 43,045

As at 31 December 2015, bank deposits carried interests between 0.5 and 5.0 percent per annum (2014: between 0.4 and 5.0 percent per annum) (the Company only: between 0.5 and 1.3 percent per annum and 2014: between 0.4 and 0.5 percent per annum).

8. Current investments - deposit with financial institutions The balance represents the amount of short-term deposit at banks in Vietnam of the subsidiaries with term of 3 months

to 1 year and earns interest at the interest rate between 4.3 and 6.5 percent per annum for VND deposit (2014: between 5.1 and 8.0 percent per annum) and between 1.8 and 2.3 percent per annum for USD deposit (2014: between 1.8 and 2.3 percent per annum).

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9. Trade and other receivables The outstanding balances of trade and other receivables as at 31 December 2015 and 2014 are as follows:




2015 2014 2015 2014

Trade receivables - related party 21 19 - -

Trade receivables - unrelated parties 53,779 75,284 - -

Other receivables - unrelated parties 26,156 32,535 764 -

Total 79,956 107,838 764 -

Less: Allowance for doubtful debts (16,239) - - -

Total trade and other receivables - net 63,717 107,838 764 -

The balances of trade receivables as at 31 December 2015 and 2014, aged on the basis of due dates, are summarised below.




Age of receivables 2015 2014 2015 2014

Related party

Not yet due 21 19 - -

Total trade receivables - related party 21 19 - -

Unrelated parties

Not yet due 33,098 71,872 - -

Past due

Up to 3 months 4,442 3,412 - -

Longer than 3 - 9 months 16,239 - - -

Total 53,779 75,284 - -

Less: Allowance for doubtful debts (16,239) - - -

Total trade receivables -

unrelated parties - net 37,540 75,284 - -

Total trade receivables - net 37,561 75,303 - -

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10. Real estate development costs The balance represents the cost of real estate to the latter for development of the industrial estate, and other

development cost such as land improvement cost and construction cost. The outstanding balances of real estate development costs as at 31 December 2015 and 31 December 2014 are as follows:




2015 2014 2015 2014

Real estate development costs 2,109,722 400,643 - -

Real estate development costs -

current portion (414,644) (400,643) - -

Real estate development costs -

net of current portion 1,695,078 - - -

11. Investments in subsidiaries11.1 details of investments in subsidiaries as presented in separate financial statements are

as follows:


Company’s name Paid-up capitalShareholding percentage Cost

dividend received during the year*

2015 2014 2015 2014 2015 2014 2015 2014

(Million VND) (%) (%)

Amata (Vietnam)

Joint Stock Company 365,996 365,996 90.0 70.0 745,019 384,300 - 103,102

Amata City Long Thanh

Joint Stock Company 424,657 - 35.0 - 711,754 - - -

1,456,773 384,300 - 103,102

*The subsidiaries pay dividend from profit reported in the official statutory financial statements under the law of Vietnam.

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11.2 details of investments in subsidiaries that have material non-controlling interests


Company’s name

Proportion of equity interest held by non-controlling

interests

Accumulated balance of

non-controlling interests

Profit allocated to non-controlling

interests during the year

dividend paid to non-controlling

interests during the year

2015 2014 2015 2014 2015 2014 2015 2014

(%) (%)

Amata (Vietnam) Joint Stock Company 10.0 30.0 245 639 70 61 - 42

11.3 Summarised financial information that based on amounts before inter-company elimination about subsidiaries that have material non-controlling

Summarised information about financial position as at 31 December 2015 and 2014



2015 2014

Current assets 2,292,929 1,892,166

Non-current assets 744,033 766,099

Current liabilities 122,451 107,123

Non-current liabilities 456,836 398,291

Summarised information about comprehensive income for the year ended 31 December 2015 and 2014.



2015 2014

Revenue 807,913 655,582

Profit for the year 320,936 207,177

Other comprehensive income 73,887 (3,134)

Total comprehensive income 304,823 204,043

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Summarised information about cash flow for the year ended 31 December 2015 and 2014



2015 2014

Cash flow from operating activities 386,057 179,817

Cash flow used in investing activities (388,617) (192,342)

Cash flow used in financing activities - (143,928)

Increase (decrease) in translation adjustments 10,462 (3,879)

Net increase (decrease) in cash and cash equivalents 7,902 (160,332)

11.4 In the third quarter of the current year, the Company invested VND 424,657 million (equivalent to Baht 712 million) in the ordinary shares of Amata City Long Thanh Joint Stock Company, a company established in Vietnam, and engaged in the industrial estate development (representing 35% of its call-up share capital). The remaining shares of Amata City Long Thanh Joint Stock Company were held by Amata (Vietnam) Joint Stock Company (representing 65% of its call-up share capital). Therefore, the consolidated financial statements included the financial statements of Amata City Long Thanh Joint Stock Company from the third quarter of current year.

11.5 On 11 November 2014, a meeting of the Company’s Board of Directors passed a resolution to approve the Company entering a bid at auction to purchase 7,319,928 ordinary shares of Amata (Vietnam) Joint Stock Company from an unrelated party in Vietnam, at a price of VND 32,500 per share, or for a total of VND 237,898 million (equivalent to Baht 361 million). The processes followed in order to make the purchase were completed in the second quarter of 2015, and as a result, the Company’s shareholding in the Amata (Vietnam) Joint Stock Company increased from 70% to 90% of all issued shares of Amata (Vietnam) Joint Stock Company.

The Company’s shareholding in Amata (Vietnam) Joint Stock Company has increased since the acquisition date. However, the management believed that the assets and liabilities of Amata (Vietnam) Joint Stock Company as at the acquisition date and 30 June 2015 were not significantly different. The Company therefore recorded the difference between the net book value of the investment as at 30 June 2015 and the selling price, amounting to Baht 103 million, under the caption of “Surplus from change in shareholding of subsidiary” in other components of equity.

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12. Investments in related company The balance represents the amount of investment in Amata Power (Bien Hoa) Limited which engaged in the power

plant in the industrial estate of Amata (Vietnam) Joint Stock Company, which holds 10% of the registered share capital of that company. Details of these investments are as follows:



2015 2014

Investments in related company 91,759 91,759

Less: provision for impairment (20,000) -

Investments in related company - net 71,759 91,759

13. Investment properties The net book value of investment properties as at 31 December 2015 and 2014 is presented below.



2015 2014

Industrial zone 5,398 4,415

Ready built factories for lease 459,176 445,079

Construction in progress 49,117 53,329

Total 513,691 502,823

A reconciliation of the net book value of investment properties for the years 2015 and 2014 is presented below.

13.1 Industrial zone



2015 2014

Net book value at beginning of year 4,415 3,039

Transfer from real estate development cost 1,211 1,704

Depreciation for the year (371) (328)

Translation adjustments 143 -

Net book value at end of year 5,398 4,415

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13.2 Ready built factories for lease



2015 2014


Acquisitions of assets 3,587 2,664

Transfer from construction in progress 68,125 30,598

Transfer from real estate development cost 5,421 26,101

Transfer to plant and equipment - net book value - (119)

Disposals - net book value (9,095) (30)

Depreciation for the year (68,298) (65,853)

Translation adjustments 14,357 -


13.3 Construction in progress



2015 2014


Acquisitions of assets 76,733 65,510

Transfer to real estate development cost (6,008) -

Transfer to ready built factories for lease (68,125) (30,598)

Disposals - net book value (8,531) (23,199)

Translation adjustments 1,719 -


The fair value of the investment properties as at 31 December 2015 and 2014 stated below:



2015 2014

Industrial zone and ready built factories for lease 1,615 1,197

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The fair value of the above investment properties has been determined based on valuation performed by an accredited independent valuer. 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., which is the fair value measurement level 3 based on the fair value hierarchy. Key assumptions used in the valuation include yield rate, inflation rate, long-term vacancy rate and long-term growth in real rental rate.

14. Buildings and equipment(Unit: Thousand Baht)


Buildings and

installations

Machinery and

equipmentoffice

equipment othersAsset under construction Total

Cost:

1 January 2014 173,540 30,571 6,027 12,253 385 222,776

Additions 672 984 128 - 48,778 50,562

Transfers 48,898 (46) (230) (18) (49,163) (559)

Transfers from real estate development

cost 1,582 - - - - 1,582

Transfers from investment properties 119 - - - - 119

31 December 2014 224,811 31,509 5,925 12,235 - 274,480

Additions - 488 1,011 - - 1,499

Transfers from real estate development

cost 2,700 - - - - 2,700

Translation adjustments 7,236 1,001 137 388 - 8,762

31 December 2015 234,747 32,998 7,073 12,623 - 287,441

Accumulated depreciation:

1 January 2014 65,988 9,589 4,132 8,905 - 88,614

Depreciation for the year 10,120 3,323 529 849 - 14,821

31 December 2014 76,108 12,912 4,661 9,754 - 103,435

Depreciation for the year 17,369 3,518 712 835 - 22,434

Translation adjustments 2,439 401 99 308 - 3,247

31 December 2015 95,916 16,831 5,472 10,897 - 129,116

Net book value:

31 December 2014 148,703 18,597 1,264 2,481 - 171,045

31 December 2015 138,831 16,167 1,601 1,726 - 158,325

Depreciation for the year

2014 (Baht 10 million included in cost of rental and utility service, and the balance in selling and administrative expenses) 14,821

2015 (Baht 17 million included in cost of rental and utility service, and the balance in selling and administrative expenses) 22,434

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office equipment Total

Cost:

1 January 2014 64 64

Additions 21 21

31 December 2014 85 85

Additions - -

31 December 2015 85 85

Accumulated depreciation:

1 January 2014 9 9

Depreciation for the year 17 17

31 December 2014 26 26

Depreciation for the year 17 17

31 December 2015 43 43

Net book value:

31 December 2014 59 59

31 December 2015 42 42

Depreciation for the year

2014 (included in administrative expenses) 17

2015 (included in administrative expenses) 17

As at 31 December 2015, certain building and equipment items of the subsidiary were fully depreciated but are still in use. The gross carrying amount before deducting accumulated depreciation of those assets amounted to approximately Baht 39 million (2014: Baht 34 million).

15. Trade and other payables (Unit: Thousand Baht)



2015 2014 2015 2014

Trade payables - related parties 453 609 - -

Trade payables - unrelated parties 41,631 35,036 - -

Other payables - related parties 95 1,995 95 1,995

Other payables - unrelated parties 59,756 41,810 15,632 1,364

Accrued interest expenses 1,880 - 1,880 -

Total 103,815 79,450 17,607 3,359

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16. Long-term loans(Unit: Thousand Baht)

Consolidated / Separate financial statements

2015 2014

Long-term loans 310,000 -

Less: Current portion (60,000) -

Long-term loans - net of current portion 250,000 -

Movements in the long-term loans account during the year ended 31 December 2015 are summarised below.


Consolidated / Separate

financial statements

Balance as at 1 January 2015 -

Add Additional borrowings 350,000

Less Repayments (40,000)

Balance as at 31 December 2015 310,000

A Baht 350 million loan facility has been obtained by the Company from a local bank for use in the purchase ordinary shares of its subsidiary from non-controlling interest of the subsidiary. The loan carries interest at MLR minus certain rate per annum, payable every month-end. The loan principal is to be repaid in 10 semi-annually installments, with the last installment due in March 2020.

This loan agreement contains several covenants which, among other things, require the Company to maintain debt-to-equity ratio and debt service coverage ratio at the rate prescribed in the agreement, and the Company agreed not to mortgage or otherwise encumbers the Company’s property and shares of the subsidiary held by the Company with any other parties throughout the loan periods.

17. Land rental payable Land rental payable represents the future land rental fee payable to government for sold lands.

18. Share capital On 16 December 2015, the Company made an initial public offering of 166 million shares with a par value of Baht

0.50 each, at a price of Baht 7.50 per share, for total proceeds of Baht 1,248 million. The Company incurred expenses relating to the share offering totaling Baht 47 million, and these were presented as a deduction from the premium on ordinary shares. The Company registered the increase of its paid-up share capital to Baht 468 million (935 million ordinary shares of Baht 0.50 each) with the Ministry of Commerce on 9 December 2015.

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On 2 December 2014, the Extraordinary General Meeting of the Company’s shareholders passed a resolution approving the followings.

a) Approve to decrease the registered share capital by cancelling 151,370,000 unissued shares with the par value of Baht 0.50 per share or Baht 75,685,000, resulting in a capital decrease from the existing registered capital of Baht 460,000,000 to Baht 384,315,000. The Company registered the decrease in registered capital with the Ministry of Commerce on 9 December 2014, and

b) Approve to increase the registered share capital by Baht 83,185,000 or 166,370,000 newly issued shares with the par value of Baht 0.50 per share, from the existing registered capital of Baht 384,315,000 to Baht 467,500,000 in order to accommodate the initial public offering. The Company registered the increase in registered capital with the Ministry of Commerce on 11 December 2014.

19. Statutory reserve Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside to

a statutory reserve at least 5 percent of its net profit after deducting accumulated deficit brought forward (if any), until the reserve reaches 10 percent of the registered capital.

20. Selling and administrative expenses Significant expenses classified by nature are as follows:




2015 2014 2015 2014

Salaries and wages and other employee benefits 45,168 38,759 17,507 12,832

Utility expenses 3,366 3,105 - -

Rental expenses 17,957 18,623 1,073 1,697

Depreciation and amortization 5,369 5,952 17 17

Others 29,752 21,683 9,357 5,933

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21. Income tax Income tax expenses for the years ended 31 December 2015 and 2014 are made up as follows:




2015 2014 2015 2014

Current income tax:

Current income tax charge 43,335 38,447 - -

Deferred tax:

Related to origination and reversal of temporary differences 24,288 10,960 - -

Income tax expenses reported in the income statement 67,623 49,407 - -

The reconciliation between accounting profit and income tax expense is shown below.




2015 2014 2015 2014

Accounting profit before tax 248,261 235,970 (50,173) 82,488

Applicable tax rate 20%, 22% 20%, 22% 20% 20%

Accounting profit before tax multiplied by

income tax rate 60,022 52,326 (10,035) 16,498

Effects of employee welfare expenses 6,144 - - -

Effects of non-deductible expenses 5,016 6,484 214 570

Effects of unrealized taxable profit from sale of real

estate development costs (25,495) (13,951) - -

Effects of promotion privileges (13,579) (8,817) - -

Effect of additional expense deductions allowed (8,080) - (8,080) (20,620)

Effects from temporary differences 24,288 10,960 148 -

Others 19,307 2,405 17,753 3,552

Income tax expenses reported in the income statement 67,623 49,407 - -

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The components of deferred tax assets and deferred tax liabilities as at 31 December 2015 and 2014 are as follows:




2015 2014 2015 2014

Deferred tax assets (liabilities)

Accrual for interest income (480) (5,711) - -

Advances received (272,966) (236,502) - -

Real estate development costs 2,199 1,862 - -

Land rental payables 25,086 25,220 - -

Allowance for doubtful debts 3,573 - - -

Others 22,570 19,401 - -

Total deferred tax liabilities (220,018) (195,730) - -

As at 31 December 2015, the Company has unused tax losses totaling Baht 134 million (2014: Baht 45 million). No deferred tax assets have been recognised on these amounts as the Company believes future taxable profits may not be sufficient to allow utilisation of unused tax losses, which gradually expire by 2020.

22. 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.

The following table sets forth the computation of basic earnings per share:

For the year ended 31 december



2015 2014 2015 2014

Profit (loss) attributable to equity holders of

the parent for the year (Thousand Baht) 121,370 124,410 (50,173) 82,488

Weighted average number of ordinary shares

(Thousand shares) 782,760 768,630 782,760 768,630

Basic earnings (loss) per share (Baht per share) 0.16 0.16 (0.06) 0.11

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23. 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 6 to the financial statements.

The following tables present revenue, profit and total assets information regarding the Company and its subsidiaries’ operating segments for the year ended 31 December 2015 and 2014, respectively.


Industrial estate development

segment Rental segmentutility services

segment Consolidation

2015 2014 2015 2014 2015 2014 2015 2014

Revenues 320,154 180,915 192,040 181,923 215,678 186,044 727,872 548,882

Segment income 180,479 97,843 115,792 99,590 42,618 28,967 338,889 226,400

Unallocated income and

expense:

Interest income 40,719 80,979

Other income 41,062 25,865

Selling expenses (10,420) (4,788)

Administrative expenses (91,192) (83,334)

Allowance for doubtful

accounts (15,774) -

Loss from provision for

impairment in investment

in related company (20,000) -

Other expenses (11,483) (8,873)

Finance cost (23,540) (279)

Income tax expenses (67,623) (49,407)

Profit for the year 180,638 186,563

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Industrial estate development

segment Rental segmentutility services

segment Consolidation

2015 2014 2015 2014 2015 2014 2015 2014

Real estate

development costs 2,109,722 400,643 - - - - 2,109,722 400,643

Investment properties - - 513,691 502,823 - - 513,691 502,823

Plant and equipment 138,831 148,703 - - 19,453 22,283 158,284 170,986

Unallocated assets 2,133,488 1,638,877

Total assets 4,915,185 2,713,329

The Company and its subsidiaries operated business in Vietnam only. As a result, all of the revenues and assets as reflected in these financial statements exclusively pertain to this geographical segment.

24. Provident fund The Company and its employees have jointly established a provident fund in accordance with the Provident Fund

Act B.E. 2530. Both employees and the Company 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 with the fund rules. The contributions for the year 2015 amounting to approximately Baht 1 million (2014: Baht 1 million) were recognized as expenses.

25. dividends Dividends declared for the years ended 31 December 2014 consisted of the following:


dividends Approved by Total dividends dividend per share

(Baht)

Interim dividends for 2014 Board of Director’s meeting of

the Company on 12 May 2014 30,745 0.04

Total dividends for 2014 30,745 0.04

26. Commitments and contingent liabilities26.1 Capital commitments

As at 31 December 2015, the subsidiary company had capital commitments of approximately Baht 62 million (2014: Baht 147 million), relating to the construction of ready built factories and drainage system.

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26.2 Long-term commitments

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 241.04 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 0.47 hectare at the rate of VND 58 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 140.75 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 67.97 hectare at the rate of VND 20.995 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 17.10 hectare at the rate of VND 36.225 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 commercial land area of 15.39 hectare at the rate of VND 750 million per hectare per annum for the first five years, after that it will be adjusted in accordance with approval of the Vietnamese government.

27. operating lease for which the subsidiary company acts as a lessor The subsidiary company has entered into several operating lease agreements in respect of the lease of land, ready

built factory and office building. As at 31 December 2015 and 2014, future minimum rental income to be generated under these operating leases were as follows.


2015 2014

Less than 1 year 193,110 93,611

1 to 5 years 349,362 172,464

More than 5 years 69,314 178,539

28. Financial instruments28.1 Financial risk management

The financial instruments of the Company and its subsidiary, as defined under Thai Accounting Standard No.107 “Financial Instruments: Disclosure and Presentations”, principally comprise cash and cash equivalents, trade and other receivables, current investments, trade and other payables, and loans. The financial risks associated with these financial instruments and how they are managed is described below.

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Credit risk

The Company and its subsidiaries are exposed to credit risk primarily with respect to trade and other receivables. 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 it has a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of trade and other receivables and notes receivable 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 bank and loans. However, since most of financial assets and liabilities of the Company and its subsidiary 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 subsidiary companies exposure to foreign currency risk arises mainly from bank deposits in foreign currency. As at 31 December 2015, the subsidiary company had deposit balance in US Dollar amounting USD 8 million (2014: USD 3 million).

28.2 Fair values of financial instruments

Since the majority of the financial instruments of the Company and its subsidiaries are short-term in nature, their fair value is not expected to be materially different from the amounts presented in the statement of financial position.

29. 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 2015, the Group’s debt-to-equity ratio was 0.49:1 (2014: 0.24:1) and the Company’s was 0.66:1 (2014: 0.01:1)

30. Approval of financial statements These financial statements were authorised for issue by the Company’s Board of Directors on 16 February 2016.

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, Ac

coun

ting, B

ankin

g Un

iversity

of

Ho C

hi M

inh

City, V

ietnam

Mas

ter’s

deg

ree,

Intern

ationa

l Bus

ines

s Man

agem

ent,

Curtin

Unive

rsity

, Aus

tralia

--

2007

- Pr

esen

t 20

15 -

Pres

ent

2015

- Pr

esen

t

Vice

Pre

siden

t Bu

sines

s De

velopm

ent

Depa

rtmen

t Man

ager

Di

rector

Amata (V

ietnam

) Jo

int S

tock

Compa

ny

Amata VN

PCL

Am

ata Ci

ty Lon

g Th

anh Jo

int S

tock

Co

mpa

ny

Indu

stria

l Estate

Deve

lope

r Ho

lding Co

mpa

ny

Indu

stria

l Estate

Deve

lope

r

EXEC

UTIV

ES’

BIOG

RAPH

IES

(sub

sidi

arie

s)

181

Amat

a VN

Pub

lic C

ompa

ny Lim

ited

Nam

e / P

ositi

onAg

e(Y

ears

)Ed

ucat

ion

The

Com

pany

Sh

areh

oldi

ng

*(31

/12/

58)

Clos

e re

lativ

es to

m

anag

emen

t

Expe

rienc

e in

Las

t 5 Y

ears

Perio

dPo

sitio

nCo

mpa

ny N

ame

Busi

ness

Typ

e

Ms. S

upap

orn

Assa

rasa

korn

Ac

coun

ting De

partm

ent

Man

ager

38Ba

chelor

’s de

gree

in

Acco

untin

g, C

hulalong

korn

Un

iversity

Mas

ter’s

deg

ree in F

inan

ce,

Chulalon

gkor

n Un

iversity

--

2014

- Pr

esen

t 20

11 -

2014

20

07 -

2014

Acco

untin

g De

partm

ent

Man

ager

Ac

coun

ting

Man

ager

Ac

coun

ting

Man

ager

Amata VN

PCL

Sy

ngen

ta C

rop

Protec

tion Limite

d OHT

L PC

L.

Holding

Com

pany

Ag

roch

emicals

Man

darin

Orie

ntal H

otel,

Bang

kok

Remar

k: In

clud

e sp

ouse

and

non

lega

l age

of c

onse

nt childre

n’s sh

are

182

Viet

nam-The

New

Pha

se o

f Su

cces

s

Deta

ils o

f Man

agem

ent a

nd C

ontro

lling

per

son

of A

mat

a (V

ietn

am) J

oint

Sto

ck C

ompa

ny

Nam

e / P

ositi

onAg

e (Y

ears

)Ed

ucat

ion

The

Com

pany

Sh

areh

oldi

ng

*(31

/12/

58)

Clos

e re

lativ

es to

m

anag

emen

t

Expe

rienc

e in

Las

t 5 Y

ears

Perio

dPo

sitio

nCo

mpa

ny N

ame

Busi

ness

Typ

e

Dr. H

uynh

Ngo

c Ph

ien

Chairm

an

72Ba

chelor

’s de

gree

of

Scienc

e in M

athe

matical

Educ

ation, H

ue U

nive

rsity

,

Vietna

m

Bach

elor

’s de

gree

of A

rt in

Mathe

matics, S

choo

l of

Scienc

e, H

ue U

nive

rsity

,

Vietna

m

Mas

ter’s

deg

ree of S

cien

ce

in W

ater

Res

ources

Engine

ering, A

sian Institu

te

of T

echn

olog

y, T

haila

nd

Doctor

’s de

gree

of

Tech

nica

l Scien

ce in

Water

Reso

urce

s En

gine

ering,

Asian Institu

te o

f

Tech

nology

, Tha

iland

Dire

ctor

Acc

reditatio

n

Prog

ram (D

AP),

2014

--

2012

- Pr

esen

t

2012

- Pr

esen

t

2005

- 20

12

Char

iman

Dire

ctor

Pres

iden

t

Amata (V

ietnam

) Joint

Stoc

k Co

mpa

ny

Amata VN

PCL

Amata (V

ietnam

) Joint

Stoc

k Co

mpa

ny

Indu

stria

l Estate

Deve

lope

r

Holding Co

mpa

ny

Indu

stria

l Estate

Deve

lope

r

183

Amat

a VN

Pub

lic C

ompa

ny Lim

ited

Nam

e / P

ositi

onAg

e (Y

ears

)Ed

ucat

ion

The

Com

pany

Sh

areh

oldi

ng

*(31

/12/

58)

Clos

e re

lativ

es to

m

anag

emen

t

Expe

rienc

e in

Las

t 5 Y

ears

Perio

dPo

sitio

nCo

mpa

ny N

ame

Busi

ness

Typ

e

Ms. P

ham T

hi T

hanh

Huon

g

Vice

Pre

siden

t

44Ba

chelor

’s de

gree

,

Acco

untin

g,

Bank

ing Un

iversity

of

Ho

Chi M

inh Ci

ty, V

ietnam

Mas

ter’s

deg

ree,

Intern

ationa

l Bus

ines

s

Man

agem

ent,

Curtin

Unive

rsity

, Aus

tralia

--

2007

- Pr

esen

t

2015

- Pr

esen

t

2015

- Pr

esen

t

Vice

Pre

siden

t

Busin

ess

Deve

lopm

ent

Depa

rtmen

t

Man

ager

Dire

ctor

Amata (V

ietnam

) Joint

Stoc

kCom

pany

Amata VN

PCL

Amata Ci

ty Lon

g

Than

h Jo

int S

tock

Compa

ny

Indu

stria

l Estate

Deve

lope

r

Holding Co

mpa

ny

Indu

stria

l Estate

Deve

lope

r

Mr.

Do N

goc So

n

Dire

ctor

65Ba

chelor

’s de

gree

, Fac

ulty

of Letra

s y Ar

tes, U

nive

rsity

of La Ha

bana

, Cub

a

Dire

ctor

Acc

reditatio

n

Prog

ram (D

AP),

2014

-20

09 -

Pres

ent

2012

- Pr

esen

t

2002

- 20

11

2006

- 20

10

Dire

ctor

Inde

pend

ent

Dire

ctor

,

Dire

ctor

,

Audit

Committee

Assis

tant

Minist

er,

Dire

ctor

Gen

eral

Amba

ssad

or

Amata (V

ietnam

) Joint

Stoc

kCom

pany

Amata VN

PCL

Fore

ign se

rvices

Fore

ign se

rvices

Indu

stria

l Estate

Deve

lope

r

Holding Co

mpa

ny

- -

184

Viet

nam-The

New

Pha

se o

f Su

cces

s

Nam

e / P

ositi

onAg

e (Y

ears

)Ed

ucat

ion

The

Com

pany

Sh

areh

oldi

ng

*(31

/12/

58)

Clos

e re

lativ

es to

m

anag

emen

t

Expe

rienc

e in

Las

t 5 Y

ears

Perio

dPo

sitio

nCo

mpa

ny N

ame

Busi

ness

Typ

e

Mrs. S

omha

tai P

anich

ewa

Dire

ctor

, Ch

ief

Exec

utive

Office

r

50Mas

ter’s

deg

ree in

Man

agem

ent,

Sasin

Gra

duate Institu

te o

f

Busin

ess Ad

minist

ratio

n,

Chulalon

gkor

n Un

iversity

Dire

ctor

Cer

tification

Prog

ram (D

CP) 2

008

--

2012

- Pr

esen

t 20

04 -

Pres

ent

2008

- Pr

esen

t 20

14 -

Pres

ent

2013

- Pr

esen

t 20

12 -

Pres

ent

2011

- Pr

esen

t 19

97– P

rese

nt

2007

– 2

012

Dire

ctor

, CEO

Di

rector

, Pr

esiden

t Di

rector

Di

rector

Di

rector

Ch

airp

erso

n of

Inve

stmen

t Bo

ard

Dire

ctor

Di

rector

Ch

ief B

usines

s Office

r

Amata VN

PCL

Am

ata (V

ietnam

) Joint

Stoc

k Co

mpa

ny

Chew

atha

i Pub

lic

Compa

ny Lim

ited

ATP3

0 Pu

blic

Compa

ny Lim

ited

Chew

atha

i Inter

chan

ge

Compa

ny Lim

ited

Amata Co

rpor

ation

PCL.

Globa

l Env

ironm

ental

Tech

nology

Com

pany

Limite

d Ch

artche

wa C

ompa

ny

Limite

d Am

ata Co

rpor

ation

PCL.

Holding Co

mpa

ny

Indu

stria

l Estate

Deve

lope

r

Real E

state

Deve

lopm

ent

Tran

spor

tatio

n Re

al E

state

Deve

lopm

ent

Indu

stria

l Estate

Deve

lope

r

Was

tewa

ter T

reatmen

t Co

nsultants

Indu

stria

l Estate

Deve

lope

r

185

Amat

a VN

Pub

lic C

ompa

ny Lim

ited

Nam

e / P

ositi

onAg

e (Y

ears

)Ed

ucat

ion

The

Com

pany

Sh

areh

oldi

ng

*(31

/12/

58)

Clos

e re

lativ

es to

m

anag

emen

t

Expe

rienc

e in

Las

t 5 Y

ears

Perio

dPo

sitio

nCo

mpa

ny N

ame

Busi

ness

Typ

e

Mr.

Kampo

l Tatiyak

avee

Dire

ctor

56Mas

ter D

egre

e in S

cien

ce

in In

dustria

l Eng

inee

ring,

The Un

iversity

of T

exas

at

Arlin

gton

Dire

ctor

Cer

tification

Prog

ram (D

CP) 2

006

--

2014

- Pr

esen

t

2013

- Pr

esen

t

2015

- Pr

esen

t

2015

- Pr

esen

t

2010

- Pr

esen

t

2010

- 20

13

2008

- 20

10

2006

- 20

08

Dire

ctor

COO

Dire

ctor

Dire

ctor

Dire

ctor

CEO

Dire

ctor

CEO

Dire

ctor

& C

EO

Amata VN

PCL

Amata (V

ietnam

) Joint

Stoc

k Co

mpa

ny

Amata Ci

ty Lon

g

Than

h Jo

int S

tock

Compa

ny

We Re

tail Pu

blic C

o.,

Ltd

Pataya

Foo

d Indu

strie

s

Limite

d

Siam

Foo

d Pr

oduc

ts

Public C

o.,Ltd

Holding Co

mpa

ny

Indu

stria

l Estate

Deve

lope

r

Indu

stria

l Estate

Deve

lope

r

Real E

state

Deve

lopm

ent

Food

Indu

stry

Food

Indu

stry

186

Viet

nam-The

New

Pha

se o

f Su

cces

s

Nam

e / P

ositi

onAg

e (Y

ears

)Ed

ucat

ion

The

Com

pany

Sh

areh

oldi

ng

*(31

/12/

58)

Clos

e re

lativ

es to

m

anag

emen

t

Expe

rienc

e in

Las

t 5 Y

ears

Perio

dPo

sitio

nCo

mpa

ny N

ame

Busi

ness

Typ

e

Mr.S

urak

ij Ki

atthan

akor

n

Vice

Pre

siden

t

49Mas

ter o

f Scien

ce,

Commun

ication &

DSP

Impe

rial C

ollege

Unive

rsity

of Lon

don

--

2015

- Pr

esen

t

2015

- Pr

esen

t

2014

- Pr

esen

t

2012

- 20

14

2007

- 20

12

Vice

Pre

siden

t

Dire

ctor

Depu

ty C

hief

Busin

ess

Deve

lopm

ent /

Infra

stru

ctur

e

Senior

Vice

Pres

iden

t

Busin

ess

Deve

lopm

ent

Head

of S

ales

Amata (V

ietnam

) Joint

Stoc

k Co

mpa

ny

Amata Ci

ty Lon

g

Than

h Jo

int S

tock

Compa

ny

Amata Co

rpor

ation

PCL

Loxle

y W

ireless

PCL

Nokia

Siemen

s

Netw

ork Co

mpa

ny

Indu

stria

l Estate

Deve

lope

r

Indu

stria

l Estate

Deve

lope

r

Indu

stria

l Estate

Deve

lope

r

Teleco

mmun

ication an

d

Netw

ork So

lutio

ns

Mob

ile N

etwo

rk S

olutions

Ms. S

ongc

hom

Tang

nawa

pan

Dire

ctor

54Ba

chelor

’s de

gree

in

English

, Tha

mmas

at

Unive

rsity

Dire

ctor

Acc

reditatio

n

Prog

ram (D

AP),

2013

--

2012

- Pr

esen

t

2012

- Pr

esen

t

2007

- Pr

esen

t

Dire

ctor

Dire

ctor

Vice

Pre

siden

t/

Mar

ketin

g an

d

Sales

Depa

rtmen

t

Amata (V

ietnam

) Joint

Stoc

kCom

pany

Amata VN

PCL

Amata Co

rpor

ation

PCL

Indu

stria

l Estate

Deve

lope

r

Holding Co

mpa

ny

Indu

stria

l Estate

Deve

lope

r

187

Amat

a VN

Pub

lic C

ompa

ny Lim

ited

Nam

e / P

ositi

onAg

e (Y

ears

)Ed

ucat

ion

The

Com

pany

Sh

areh

oldi

ng

*(31

/12/

58)

Clos

e re

lativ

es to

m

anag

emen

t

Expe

rienc

e in

Las

t 5 Y

ears

Perio

dPo

sitio

nCo

mpa

ny N

ame

Busi

ness

Typ

e

Mr.

Osa

mu Su

do

Senior

Mar

ketin

g an

d

Sales Man

ager

38Ba

chelor

’s de

gree

of

Russ

ian Litera

ture

, Sok

a

Unive

rsity

, Jap

an

--

2015

- Pr

esen

t

2007

- 20

15

Senior

Mar

ketin

g an

d

Sales Man

ager

Mar

ketin

g

Exec

utive

Amata (V

ietnam

) Joint

Stoc

k Co

mpa

ny

Amata Co

rpor

ation

PCL

Indu

stria

l Estate

Deve

lope

r

Indu

stria

l Estate

Deve

lope

r

Ms. L

am T

hi D

an A

n

Acco

untin

g an

d Fina

nce

Man

ager

44Ba

chelor

’s de

gree

,

Unive

rsity

of E

cono

mics,

Ho C

hi M

inh Ci

ty, V

ietnam

-20

04 -

Pres

ent

Fina

nce an

d

Acco

untin

g

Man

ager

Amata (V

ietnam

) Joint

Stoc

k Co

mpa

ny

Indu

stria

l Estate

Deve

lope

r

Remar

k: In

clud

e sp

ouse

and

non

lega

l age

of c

onse

nt childre

n’s sh

are

188

Viet

nam-The

New

Pha

se o

f Su

cces

s

Deta

ils o

f Man

agem

ent a

nd C

ontro

lling

per

son

of A

mat

a Ci

ty L

ong

Than

h Jo

int S

tock

Com

pany

Nam

e / P

ositi

onAg

e(Y

ears

)Ed

ucat

ion

The

Com

pany

Sh

areh

oldi

ng

*(31

/12/

58)

Clos

e re

lativ

es to

m

anag

emen

t

Expe

rienc

e in

Las

t 5 Y

ears

Perio

dPo

sitio

nCo

mpa

ny N

ame

Busi

ness

Typ

e

Mr.

Kampo

l Tatiyak

avee

Dire

ctor

56Mas

ter D

egre

e in S

cien

ce

in In

dustria

l Eng

inee

ring,

The Un

iversity

of T

exas

at

Arlin

gton

Dire

ctor

Cer

tification

Prog

ram (D

CP) 2

006

--

2014

- Pr

esen

t

2013

- Pr

esen

t

2015

- Pr

esen

t

2015

- Pr

esen

t

2010

- Pr

esen

t

2010

- 20

13

2008

- 20

10

2006

- 20

08

Dire

ctor

COO

Dire

ctor

Dire

ctor

Dire

ctor

CEO

Dire

ctor

& C

EO

Dire

ctor

& C

EO

Amata VN

PCL

Amata (V

ietnam

) Joint

Stoc

k Co

mpa

ny

Amata Ci

ty Lon

g

Than

h Jo

int S

tock

Compa

ny

We Re

tail Pu

blic C

o.,

Ltd.

Pataya

Foo

d

Indu

strie

s Limite

d

Siam

Foo

d Pr

oduc

ts

Public C

o.,Ltd

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mpa

ny

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stria

l Estate

Deve

lope

r

Indu

stria

l Estate

Deve

lope

r

Real E

state

Deve

lopm

ent

Food

Indu

stry

Food

Indu

stry

189

Amat

a VN

Pub

lic C

ompa

ny Lim

ited

Nam

e / P

ositi

onAg

e(Y

ears

)Ed

ucat

ion

The

Com

pany

Sh

areh

oldi

ng

*(31

/12/

58)

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e re

lativ

es to

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t

Expe

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e in

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t 5 Y

ears

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dPo

sitio

nCo

mpa

ny N

ame

Busi

ness

Typ

e

Mr.S

urak

ij Ki

atthan

akor

n

Vice

Pre

siden

t

49Mas

ter o

f Scien

ce,

Commun

ication &

DSP

Impe

rial C

ollege

Unive

rsity

of L

ondo

n

--

2015

- Pr

esen

t

2015

- Pr

esen

t

2014

- Pr

esen

t

2012

- 20

14

2007

- 2

012

Vice

Pre

siden

t

Dire

ctor

Depu

ty C

hief

Busin

ess

Deve

lopm

ent /

Infra

stru

ctur

e

Senior

Vice

Pres

iden

t

Busin

ess

Deve

lopm

ent

Head

of S

ales

Amata (V

ietnam

) Joint

Stoc

k Co

mpa

ny

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ty Lon

g

Than

h Jo

int S

tock

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ny

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rpor

ation

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y W

ireless

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Siemen

s

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ork Co

mpa

ny

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stria

l Estate

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lope

r

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stria

l Estate

Deve

lope

r

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stria

l Estate

Deve

lope

r

Teleco

mmun

ication an

d

Netw

ork So

lutio

ns

Mob

ile N

etwo

rk

Solutio

ns

Ms. P

ham T

hi Th

anh Hu

ong

Dire

ctor

44Ba

chelor

’s de

gree

,

Acco

untin

g, B

ankin

g

Unive

rsity

of

Ho C

hi M

inh

City, V

ietnam

Mas

ter’s

deg

ree,

Intern

ationa

l Bus

ines

s

Man

agem

ent,

Curtin

Unive

rsity

, Aus

tralia

--

2007

- Pr

esen

t

2015

- Pr

esen

t

2015

- Pr

esen

t

Vice

Pre

siden

t

Busin

ess

Deve

lopm

ent

Depa

rtmen

t

Man

ager

Dire

ctor

Amata (V

ietnam

) Joint

Stoc

kCom

pany

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PCL

Amata Ci

ty Lon

g

Than

h Jo

int S

tock

Compa

ny

Indu

stria

l Estate

Deve

lope

r

Holding Co

mpa

ny

Indu

stria

l Estate

Deve

lope

r

190

Viet

nam-The

New

Pha

se o

f Su

cces

s

Lis

t of C

ompa

ny’s

Dire

ctor

s an

d Ex

ecut

ives

and

Pos

ition

Hol

ding

in C

ompa

ny, S

ubsi

diar

y,

Asso

ciat

e an

d Ot

her C

ompa

ny

Nam

eCo

mpa

nySu

bsid

iary

*Ot

her C

ompa

ny *

12

34

56

78

910

1112

1314

1516

17

Dr. S

urin P

itsuw

anX,

/, //

X, /,

//X

X

Ms. S

omha

tai P

aniche

waC,

//,*

*/

//

//

Dr. H

uynh

Ngo

c Ph

ien

Y, /

X

Prof. D

r War

apatr T

odha

naka

sem

/X

X

Ms. S

ongc

hom T

angn

awap

an/

/*

Mr.

Do N

goc So

n/,

//, //

//

Ms. A

jarie

Vise

ssiri

/, //, D

/, *

Mr.

Mats An

ders Lun

dqvis

t/,

//, //

/**

C/

Mr.

Kampo

l Tatiyak

avee

/, *

//

/

Ms. S

upap

orn As

sara

sako

rnM

Mr.

Sura

kit K

iatth

anak

orn

*/

Ms. P

ham T

hi T

hanh

Huo

ngM

*/

Mr.

Osa

mu Su

doM

Ms. Lam

Thi D

an A

nM

Remar

k

X =

Chairm

an

y =

Vice

-cha

irman

C

= Ch

ief E

xecu

tive Office

r

D =

Chairm

an o

f Aud

it Co

mmittee

/ = D

irector

// =

Inde

pend

ent D

irector

/// =

Aud

it Co

mmittee

* =

Vice Pr

esiden

t

** =

Pre

siden

t

M =

Man

ager

LIST OF COMPANY’S DIRECTORS AND EXECUTIVES

AND POSITION HOLDING IN COMPANY, SUBSIDIARY, ASSOCIATE AND OTHER COMPANY

191

Amat

a VN

Pub

lic C

ompa

ny Lim

ited

Subsidiary *1. Amata (Vietnam) Joint Stock Company

2. Amata City Long Thanh Joint Stock Company

Other Company *3. Amata Corporation Public Company Limited

4. Stone One Public Company Limited

5. INGRESS CORPORATION BERHAD

6. Chewathai PCL.

7. APT 30 Corporation PCL

8. Chewathai Interchange Company Limited

9. Global Environmental Technology Co., Ltd. (GETCO)

10. P&P Inter Corporation Co. Ltd.

11. Pacific 2000 Recruitment Co., Ltd.

12. Pacific2000 (Singapore) International Recruitments Pte. Ltd.

13. Spica Co., Ltd.

14. Chartchewa Company Limited

15. PnatavanijCo.,Ltd.

16. Prinsiri Public company Limited

17. We Retail Public Co., Ltd

192

Viet

nam-The

New

Pha

se o

f Su

cces

s

Subsidiaries

Name Amata (Vietnam) JSC Amata City Long Thanh JSC

Dr. Huynh Ngoc Phien X

Mrs. Somhatai Panichewa /

Mr. Kampol Tatiyakavee / /

Ms. Songchom Tangnawapan /

Mr. Do Ngoc Son /

Mrs. Pham Thi Thanh Huong /

Mr. Surakit Kiatthanakorn /

Remark X = Chairman / = Director

DIRECTORS

IN AMATA SUBSIDIARIES

AmAtA VN Public comPANy limited

2126 Kromadit Building, New Petchburi Road, Bangkapi, Huay Kwang, Bangkok 10310, ThailandTel. (02) 792-0000 Fax. (02) 318-1096

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