รายงานประจำปี 2552 annual report...

รายงานประจำปี 2552 บริษัท เหมราชพัฒ

นาที่ดิน จำกัด (มหาชน) Annual Report 2009 Hem

araj Land And Developm

ent Public Company Lim

ited

รายงานประจำปี 2552ANNUAL REPORT 2009

บริษัท เหมราชพัฒนาที่ดิน จำกัด (มหาชน) HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED

บริษัท เหมราชพัฒนาที่ดิน จำกัด (มหาชน) HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED ชั้น 18 อาคารยูเอ็มทาวเวอร์ เลขที่ 9 ถนนรามคำแหง สวนหลวง กรุงเทพมหานคร 10250 ประเทศไทย โทรศัพท์ : 66-2719-9555 โทรสาร : 66-2719-9546-7 18th FL., UM Tower, 9 Ramkhamhaeng Rd., Suangluang, Bangkok 10250 THAILAND Tel : 66-2719-9555 Fax : 66-2719-9546-7

e-mail : [email protected], [email protected] www.hemaraj.com, www.theparkresidence.co.th

Registration No. : BORMORJOR.0107536000676 ทะเบียนเลขที่ : บมจ.0107536000676

02 จุดเด่นทางการเงิน

03 สาส์นจากคณะกรรมการบริษัทฯ

04 ข้อมูลของคณะกรรมการและคณะผู้บริหาร

09 ลักษณะการดำเนินธุรกิจและโครงสร้างธุรกิจ

13 เหตุการณ์ที่สำคัญในปี2552

23 ภาวะเศรษฐกิจและการแข่งขัน

24 บทรายงานและการวิเคราะห์ของฝ่ายบริหาร

27 โครงสร้างการจัดการ

32 การปฏิบัติตามหลักการกำกับดูแลกิจการที่ดี

39 รายงานความรับผิดชอบของคณะกรรมการ

ในการจัดทำรายงานทางการเงินประจำปี2552

40 รายงานของคณะกรรมการตรวจสอบประจำปี2552

42 รายงานของผู้สอบบัญชีรับอนุญาต

43 งบการเงิน

53 หมายเหตุประกอบงบการเงิน

89 โครงสร้างผู้ถือหุ้นและโครงสร้างองค์กร

90 รายการระหว่างกัน

94 โครงสร้างการลงทุนและรายได้ของบริษัทบริษัทย่อย

และบริษัทร่วม

96 ข้อมูลการดำรงตำแหน่งของกรรมการและผู้บริหาร

ในบริษัทบริษัทย่อยและบริษัทร่วม

97 ค่าตอบแทนของผู้สอบบัญชี

98 บุคคลอ้างอิงอื่นๆ

99 FinancialHighlights

100 MessagefromtheBoardofDirectors

101 InformationofBoardofDirectorsandManagement

106 TheCompany’sBusinessProfile

andBusinessStructure

110 Major/SignificantEventsin2009

120 Economic&CompetitiveCondition

121 ManagementAnalysis

124 ManagementStructure

129 GoodCorporateGovernance

136 ReportonResponsibilitiesoftheBoardofDirectors

TowardstheFinancialReportoftheYear

137 AuditCommittee’sReportfor2009

139 IndependentCertifiedPublicAccountants’Report

140 FinancialStatements

150 NotestoFinancialStatements

189 Shareholding&OrganizationStructure

190 TransactionswithRelatedParties

194 HoldingStructureandRevenueoftheCompany,

SubsidiariesandAssociatedCompanies

196 InformationofDirectorsinCompany,Subsidiaries

andAssociatedCompanies

197 TheRemunerationoftheAuditorofCompany

198 OtherReferences

สารบัญ CONTENTS

CORPORATE VISION, MISSION & STRATEGY

CORPORATE VISION To create long-term shareholder value in a controlled way achieved through focusedappropriatestrategic,business,financialandgovernancedisciplines.

This long-termvalue canbe realizedbydemonstratingandcommunicating respect forourcustomers,employees,andstakeholderswhilebehaving inamanner that iscommunally,ethically,andenvironmentallyresponsible.

MISSION “ToDevelopWorldClassIndustrialEstatesUtilitiesandPropertyCustomerSolutions”

HEMARAJ STRATEGY 1. Developing industrial estate, utility, and property solutions that have predictable growing

revenueandsuperiorprofitopportunitiesinordertooptimizeshareholdervalue.2. Leveraging complementary management expertise in property, utilities infrastructure and

environmentalcompetence.3. Utilizingcompanyfinancialresourcesselectivelyforcompetinginvestmentopportunities.

6,000

5,000

4,000

3,000

2,000

1,000

0

-1,000

13,897 13,712 13,680

FINANCIAL HIGHLIGHTS

KEY FINANCIAL FIGURES (Million Baht) 2007 2008 2009

Operating Revenue* 5,201 4,714 2,229 Total Industrial Estate Revenue* 2,158 2,854 704

Total Utilities Revenue* 718 922 1,026

Total Rental Property and Services* 381 480 515

Total Sale of Property* 1,944 459 (15)

Total Revenue 5,238 4,983 2,223 Gain from Extraordinary Items - - - Net Income 1,144 1,342 575 Cash 575 932 910 Total Assets 13,897 13,712 13,680 Total Debts/Loans 4,371 3,454 4,023 Total Liabilities 6,279 5,574 5,222 Total Shareholder’s Equity 7,618 8,138 8,458 Earning Per Share (Baht) 0.12 0.14 0.06 Par (Baht) 0.40 0.40 0.40

Current Ratio (Times) 2.40 2.35 2.42 Net Debt to Equity (Times) 0.75 0.57 0.51 Return on Assets 8% 8% 4% Return on Equity 15% 13% 6% Net Profit Margin 22% 27% 26% Earnings per Share (Baht) 0.12 0.14 0.06 Earnings per Share (Baht) - fully diluted 0.12 0.14 0.06 Book Value per Share (Baht) 0.81 0.87 0.87 No. of Shares Issued and Paid 9,354.21 9,381.84 9,705.19 (Million Shares) No. of Warrants Outstanding 355.18 327.55 - (Million Shares)

TOTAL ASSETS AND TOTAL LIABILITIES

0.00

(Times)

2007 2008 2009

0.75

0.57 0.51

15,000

10,000

5,000

0

(Million Baht)

2007 2008 2009

6,279 5,574

5,222

OPERATING REVENUE NET INCOME (Million Baht)

2007 2008 2009

5,201 4,714

2,229

Total Assets Total Liabilities

1,400

1,200

1,000

800

600

400

200

0

(Million Baht)

2007 2008 2009

1,144

1,342

575

1,944

381

718

2,158

459 480

922

2,854 515

1,026

704

(-15) Year Year

Year Year

Total Industrial Estate Revenue

Total Rental Property and Services

Total Utilities Revenue

Total Sale of Property

KEY FINANCIAL RATIOS 2007 2008 2009

NET DEBT TO EQUITY

0.25

0.50

0.75

1.00

Note : *Internal Reclassification

Annual Report 2009Hemaraj Land And Development Public Company Limited 99

We would like to report that Hemaraj Land And Development Public Company Limited finished 2009 with Total Net income of Baht 575 million, a decrease of Baht 767 million or 57%. Total Revenue was Baht 2,223 million compared with Baht 4,982 million for the same period of 2008, representing a 55% decrease.

Financially, Hemaraj has maintained a strong balance sheet and cash flexibility to fund our growth plans. Hemaraj reported 2009 Year-end Total Assets of Baht 13,680 million including Baht 910 million in cash. Total Liabilities were Baht 5, 222 million with Total Shareholders Equity of Baht 8,458 million. The Net Debt to Equity ratio was 0.51 to 1 times.

For the Year 2009 has shown reasonable performance considering the severe international and local disruption while benefiting from increasing broad recurring revenue. We continued to be profitable with a strong balance sheet to take advantage of the future recovery.

As noted at year-end 2008, global economic conditions led to a dramatic collapse in durable goods consumption. Subsequent reductions in production levels to reduce inventory reflecting lower demand have now stabilized. Thailand is returning to more stable run rate levels of production particularly for petrochemicals and automotive with increases in purchasing and other durable goods leading indicators.

Thailand has in the past provided an improving investment climate and predictable rules of law enforcement. However, there are current environmental and health impact concerns where investors have complied with the rules and laws in place and the government has been slow and uncertain to resolve the protection of their rights and investment.

The opportunity for Thailand is to benefit from the investment consolidation of production to strategic locations based on cost currency and market access. Industrial cluster opportunities will continue for automotive, petrochemical, and other industrial sectors long term, particularly at Hemaraj’s “Detroit of the East” automotive cluster in the Eastern Seaboard. The investment in Hemaraj’s business model will remain attractive.

Hemaraj had 75% lower revenue from industrial estate sales for the Year 2009. Encouragingly we saw in 2009 an 11% growth in Utilities revenue and a 7% growth in Rental Property revenue. Our broadened recurring revenue strategy and a strong balance sheet shielded market disruption while recovering to a normal level continues.

Our investment in the Gheco-One IPP power project continued, being on schedule.

The Company has adhered to the good corporate governance principles by always taking into account the significance and responsibilities toward all stakeholders of the Company through our commitment, dedication and efforts as evidenced by the ‘Excellent’ corporate governance rating by Thai Institute of Directors in 2009.

The Hemaraj business and financial plans reflect improving conditions and opportunities in order to optimize predictable returns to shareholders. We are cognizant of economic political and market risks as well as the continued global recovery. The Management and the Board of Directors are grateful to our stakeholders for entrusting us with this responsibility.

MESSAGE FROM THE BOARD OF DIRECTORS

Mr. Chavalit Sethameteekul Chairman of the Board of Directors 10 March 2010

Mr. David R. Nardone President & Chief Executive Officer 10 March 2010

Annual Report 2009Hemaraj Land And Development Public Company Limited100

INFORMATION OF BOARD OF DIRECTORS AND MANAGEMENT

BOARD OF DIRECTORS Mr. Chavalit Sethameteekul Chairman of the Board of Director, Member of Nomination and Remuneration Committee

Age: 62 Years

Education / IOD Trainning: M.B.S. (Political Science), Thammasart University, Bangkok Certificate class 40, National Defence College of Thailand Barrister at Law, Institute of Legal Education of Thai BAR LL.B..(Hons), Thammasart University, Bangkok DAP 6/2003 and DCP 74/2006, Thai Institute of Directors Association (IOD) Kellog School of Management, “Strategic Thinking and Executive

Action” (Kellogg School of Management, Evanston, Illinois, Campus of Northwestern University, USA)

Present Positions:

• Chief Executive Officer Sriracha Harbour PCL. • Director Office of The Council of State • Director The Thai BAR

Previous Positions:

• Director General The Customs Department, Ministry of Finance • Deputy Permanent Secretary Ministry of Finance • Inspectors General Ministry of Finance • Deputy Director General The Excise Department, Ministry of Finance • Chairman The Board of Small Business Credit Guarantee Corporation • Vice Chairmen The Board of Metropolitan Electricity Authority • Vice President The Board of Airports of Thailand Public Compay Limited • Vice President The Board of TOT Public Company Limited

% Hemaraj Stock Held as of 31/12/2009: 0.00%

Mr. Sudhipan CharumaniIndependent Director, Chairman of the Audit Committee, Chairman of the Nomination and Remuneration Committee

Age: 66 Years

Education / IOD Trainning: Institute of Chartered Accountants in England and Wales ACP 6/2005, DAP 2/2003, DCP 57/2005, MIA 3/2008,

MIR 4/2008, QFR 3/2006, RCC 8/2009, DCP Re 2/2009, Thai Institute of Directors Association (IOD) Present Positions:

• Director Vasupak Associates Co., Ltd.



Mr. Thongchai Srisomburananont Director, Chairman of the Executive Committee, Member of Nomination and Remuneration Committee

Age: 57 Years

Education / IOD Trainning: Junior High School, Rojseri-Anusorn School DAP 77/2009, Thai Institute of Directors Association (IOD) Present Positions:

• Chairman Eastern Industrial Estate Co., Ltd. • Director and Executive Director Eastern Seaboard Industrial Estate(Rayong) Co.,Ltd. • Chairman Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd. • Director Eastern Pipeline Services Co.,Ltd. • Chairman The Park Residence Co., Ltd. • Chairman Hemaraj Water Co., Ltd. • Chairman SME Factory Co., Ltd. • Chairman H-Phoenix Property Co.,Ltd • Chairman Hemaraj Clean Water Co.,Ltd. • Director Hemaraj International Co., Ltd. • Director Live Smart Co., Ltd.


Mr. David Richard Nardone

Director and Executive Director, President and Chief Executive Officer

Age: 54 Years

Education / IOD Trainning: MBA, Northeastern University, Boston, USA DCP 57/2005, Thai Institute of Directors Association (IOD) Present Positions:

• Director Eastern Industrial Estate Co.,Ltd. • Director Eastern Seaboard Industrial Estate(Rayong) Co.,Ltd. • Director Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd. • Chairman Eastern Pipeline Services Co.,Ltd. • Director and Executive Director H-Construction Management and Engineering Co.,Ltd • Director The Park Residence Co., Ltd. • Director Hemaraj Water Co., Ltd. • Director SME Factory Co., Ltd. • Director H-Phoenix Property Co.,Ltd • Director Hemaraj Clean Water Co.,Ltd. • Director H-International (BVI) Co., Ltd. • Director Hemaraj International Co., Ltd. • Director S I L Industrial Land (Saraburi) Co., Ltd. • Director Rayong Industrial Land Co., Ltd. • Vice Chairman GHECO-One Co., Ltd. • Chairman Cofely (Thailand) Co.,Ltd. • Director Houay Ho Thai Co., Ltd. • Director Houay Ho Power Co., Ltd.



Mrs. Punnee WorawuthichongsathitIndependent Director, Member of the Audit Committee, Member of the Corporate Governance Committee

Age: 58 Years

Education / IOD Trainning: Master in Accounting, Chulalongkorn University ACP 2/2004, DAP 2/2003, DCP 38/2003, MFM 1/2009, MFR 5/2007, MIA 1/2007, MIR 2/2008, QFR 1/2006, RCC 7/2008, DCP Re 2/2009, Thai Institute of Directors Association (IOD) CPA Certificate, Thailand CIA Certificate, The Institute of Internal Auditors of USA CPIA, QIA Certificates, The Institute of Internal Auditors of Thailand Present Positions:

• Independent Director/ Member of the Audit Committee TT&T PCL. • Independent Director/ Member of the Audit Committee The Brooker Group PCL.


Mr. Vivat JiratikarnsakulDirector and Executive Director, Executive Vice President

Age: 54 Years

Education / IOD Trainning: Bachelor of Sanitary, Faculty of Engineering, Chulalongkorn University DAP 2/2003 and DCP 38/2003, Thai Institute of Directors Association (IOD) Present Positions:

• Director Eastern Industrial Estate Co.,Ltd. • Director and Executive Director Eastern Seaboard Industrial Estate(Rayong) Co.,Ltd. • Director Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd. • Director Eastern Pipeline Services Co.,Ltd. • Director H-Construction Management and Engineering Co.,Ltd • Director The Park Residence Co., Ltd. • Director Hemaraj Water Co., Ltd. • Director SME Factory Co., Ltd. • Director H-Phoenix Property Co.,Ltd • Director Hemaraj Clean Water Co.,Ltd. • Director H-International (BVI) Co., Ltd. • Director Hemaraj International Co., Ltd. • Director S I L Industrial Land (Saraburi) Co., Ltd. • Director Rayong Industrial Land Co., Ltd. • Director GHECO-One Co., Ltd. • Director Cofely (Thailand) Co.,Ltd. • Director Houay Ho Thai Co., Ltd. • Director Houay Ho Power Co., Ltd.


Mr. Peter John EdmondsonIndependent Director, Member of the Audit Committee

Age: 60 Years

Education : Bachelor of Science in Chemistry (Honor), University of Sheffield, England

Present Positions:

• Investor Consultant Private Sector



Ms. Pattama Horrungruang

Director and Executive Director, Senior Vice President and Chief Financial officer, Member of the Corporate Governance Committee

Age: 48 Years

Education / IOD Trainning: MBA, Thammasat University DAP 1/2003, DCP 55/2005, RCC 9/2009, Thai Institute of Directors

Association (IOD) Present Positions:

• Director Eastern Industrial Estate Co.,Ltd. • Director and Executive Director Eastern Seaboard Industrial Estate(Rayong) Co.,Ltd. • Director Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd. • Director Eastern Pipeline Services Co.,Ltd. • Director The Park Residence Co., Ltd. • Director Hemaraj Water Co., Ltd. • Director SME Factory Co., Ltd. • Director H-Phoenix Property Co.,Ltd • Director Hemaraj Clean Water Co.,Ltd. • Director GHECO-One Co., Ltd. • Director Cofely (Thailand) Co., Ltd. • Director Houay Ho Thai Co., Ltd. • Director CA-Post (Thailand) Co.,Ltd


Mr. Somphong WanaphaIndependent Director, Chairman of the Corporate Governance Committee

Age: 66 Years

Education / IOD Trainning: MBA, Finance, Michigan State University, USA (Royal Thai Government Scholarship)

ACP 13/2006, DCP 62/2005, MFM 1/2009, MFR 9/2009, MIA 5/2009, MIR 6/2009, RCP 17/2007, DCP Re 2/2009, Thai Institute of Directors Association (IOD) Present Positions:

• Chairman of the Audit committee Government Savings Bank • Chairman of the Audit committee Prasit Patana PCL. • Chairman Executive Board on M.B.A. Program, Thammasat University • Chairman Public Warehouse Organization, Ministry of Commerce • Director State Enterprise Performance agreement Evaluation Committee,

Ministry of Finance • Director Sahapatana Interholding PCL.

Previous Position :

• Secretary General Thailand Board of Investment


Mr. Vikit Horrungruang

Director

Age: 39 Years

Education / IOD Trainning: MBA, Finance, Northeastern University, USA DCP 64/2005, DCP Re 2/2009, Thai Institute of Directors

Association (IOD) Present Positions:

• Managing Director Sriracha Harbour PCL. • Deputy Managing Director T.C.Exhibition Co.,Ltd. • Director Suntec Metal Co.,Ltd. • Director Flaming Property Co.,Ltd. • Director Eastern Enterprise Co.,Ltd. • Director CA-Post (Thailand) Co.,Ltd • Director Phromnares Co.,Ltd.



13 8 5 1 2 4 6 15 12 11 9 3 17 10 14 16

10. Ms. Somjai Wachiraha Age 49 Education Bachelor of Business Administration, General Affairs, Ramkhamhaeng University Position at Hemaraj Director - Finance Year Joined Hemaraj 1990 Hemaraj Stock Held as of 31/12/2009: 0.00%

11. Ms. Jinnapat Tongviseskul Age 40 Education MBA, Economic & Administration, Chulalongkorn University Position at Hemaraj Director - Residential Customer Development Year Joined Hemaraj 1993 Hemaraj Stock Held as of 31/12/2009: 0.00%

12. Ms. Chantana Hinkaew Age 40 Education MBA, University of Nottingham, UK Position at Hemaraj Director - Corporate Marketing Year Joined Hemaraj 2004 Hemaraj Stock Held as of 31/12/2009: 0.00%

13. Mr. Apichat Trongsukson Age 45 Education MBA, Nida University Position at Hemaraj Assistant Director - Information System & Services Year Joined Hemaraj 1994Hemaraj Stock Held as of 31/12/2009: 0.00%

14. Mr. Tanin Subboonrueng Age 46 Education MBA, Business Administration, Assumption University Position at Hemaraj Director - Industrial Estate Development Year Joined Hemaraj 1996 Hemaraj Stock Held as of 31/12/2009: 0.00%

15. Mr. Paopitaya Smutrakalin Age 39 Education MS, Finance, Drexel University, Philadelphia, USA Position at Hemaraj Director - Corporate Planning & Investor Relations Year Joined Hemaraj 1996 Hemaraj Stock Held as of 31/12/2009: 0.00%

16. Mr. Niphone Harnpatanapanich Age 53 Education MBA, Chulalongkorn University Position at Hemaraj Director - Residential Project Planning Year Joined Hemaraj 2003 Hemaraj Stock Held as of 31/12/2009: 0.00%

17. Ms. Prattana Kijjanon Age 45 Education MBA, Thammasat University Position at Hemaraj Director - Procurement Year Joined Hemaraj 2008 Hemaraj Stock Held as of 31/12/2009: 0.00%

MANAGEMENT 1. Mr. David Richard Nardone Age 54 Education MBA, Northeastern University, Boston, USA Position at Hemaraj Director / Executive Director / President / Chief Executive Officer Year Joined Hemaraj 1993Hemaraj Stock Held as of 31/12/2009: 0.43%

2. Mr. Vivat Jiratikarnsakul Age 54 Education Bachelor of Sanitary, Faculty of Engineering, Chulalongkorn University Position at Hemaraj Director / Executive Director / Senior Vice President / Executive Vice President Year Joined Hemaraj 1989Hemaraj Stock Held as of 31/12/2009: 0.09%

3. Ms. Pattama Horrungruang Age 48 Education MBA, Thammasat University Position at Hemaraj Director / Executive Director / Senior Vice President / Chief Financial Officer Year Joined Hemaraj 2003Hemaraj Stock Held as of 31/12/2009: 0.00%

4. Mr. Sunthorn Kongsunthornkitkul Age 59 Education Bachelor of Mechanical Engineering, Chulalongkorn University Position at Hemaraj Vice President - Industrial Estate Operations Year Joined Hemaraj 2007Hemaraj Stock Held as of 31/12/2009: 0.00%

5. Mr. Preeprem Malasitt Age 58 Education MBA, Northern Illinois University, USA Position at Hemaraj Director - IE Training Center and New Projects Year Joined Hemaraj 2007Hemaraj Stock Held as of 31/12/2009: 0.00%

6. Mr. Sirisak Kijraksa Age 49 Education Bachelor of Accounting, Bangkok University Position at Hemaraj Director - Accounting and Legal Year Joined Hemaraj 1990Hemaraj Stock Held as of 31/12/2009: 0.00%

7. Mr. Khamhoung Ratsamany Age 43 Education MBA, Bangkok University Position at Hemaraj Director - Small Power and Water Project Planning Year Joined Hemaraj 1995Hemaraj Stock Held as of 31/12/2009: 0.00%

8. Ms. Ladda Rojanavilaivudh Age 43 Education MBA, Bangkok University and MA, Nara Women University, Nara, Japan Position at Hemaraj Director - Industrial Customer Development Year Joined Hemaraj 2001Hemaraj Stock Held as of 31/12/2009: 0.00%

9. Ms. Anchalee Parsertchand Age 40 Education MBA, Assumption University and MA, Japanese, Keio University, Tokyo, Japan Position at Hemaraj Director - Industrial Customer Development Year Joined Hemaraj 2001Hemaraj Stock Held as of 31/12/2009: 0.00%


Japan31%

Orthers2%

Singapore3%Thailand

21%

Europe13%

Australia5%

Malaysia3%

Taiwan4%

USA11%

Other Asia7%

Over 20 years since established in 1988 with the vision of Mr. Sawasdi Horrungruang, Founder and Chairman of Advisors to the Board of Directors of Hemaraj and listed on the Stock Exchange of Thailand in 1992. Hemaraj has been Thailand’s leading developer of Industrial Estates, Utilities, and Property Customer Solutions through the “Detroit of the East” Automotive Cluster in the Eastern Seaboard and Downstream Petrochemical in MapTaPhut, Rayong and Industrial Clusters. As Hemaraj enters its third decade, it has continued to serve the society and build its future on three key pillars: Industrial Estates, Utilities and Property while maintaining the principle of sustainable development for environment and communities. Achieved ISO 14001, ISO 9001:2000 and the Best Environmental Management EIA awards. In 2009, Hemaraj has opened Environmental Monitoring and Control Center at Eastern Seaboard Industrial Estate (Rayong) as an integral part of Hemaraj’s policies and plans.

Steel/Metal8%

Chemical/Petrochem

12% Automotive34%

Bldg. Material9%Consumer

15%Electronics

7%

Logistics3%

Others12%

1. Industrial Estates

Hemaraj has developed and managed 4 Industrial Estates and 2 Industrial Zones (from April 2005): Hemaraj Chonburi Industrial Estate, Eastern Seaboard Industrial Estate (Rayong), Hemaraj Eastern Industrial Estate (Map Ta Phut), Hemaraj Eastern Seaboard Industrial Estate, S I L Industrial Land (Saraburi), and Rayong Industrial Land. From six locations with a combined land area of 31,307 rai (12,523 acres), Hemaraj’s industrial estates have attracted 407 distinct customers, comprising over 600 industrial estate or building contracts. The 137 automotive customers with 203 automotive contracts include OEM manufacturers such as Ford, Mazda, GM, Suzuki and more.

Hemaraj’s Customer by Industry and by Country as of December 31, 2009

THE COMPANY’S BUSINESS PROFILE AND BUSINESS STRUCTURE



2. Utilities

2.1 Industrial Estate: the largest private supplier of clarified and treated potable water to industrial users with the capacity of 150,000 cubic meters per day. Hemaraj provides dependable utility solutions to industrial customers and manages the industrial estate property and private utilities to allow customers to optimize their efforts in manufacturing. All Hemaraj’s industrial estates have received the Best Environmental Management EIA awards from the Ministry of Sciences, Technology and Environment and are ISO 14001, ISO 9001:2000 certified.

2.2 Power: - GHECO-One Company Limited, a 35/65 Joint Venture in a 660 MW IPP with Thailand’s largest private power provider, Glow Energy, GDF Suez Energy Group, formally named Tractebel, Belgium to supply power to Electricity Generating Authority of Thailand (EGAT). The Gheco-One Project has obtained EIA approval on 15 May 2008 and is under construction with a schedule to have its commercial operation at the end of 2011. - Hemaraj holds 5% equity in Glow IPP, the 713 MW IPP Power Project locating in Hemaraj Chonburi Industrial Estate. - Hemaraj holds 12.75% in Hydro Power Plant Project, Houay Ho Power in Laos People’s Democratic Republic by holding shares in Houay Ho Thai Company Limited, whose shareholders are Hemaraj and Glow group. Houay Ho Power is a company operating a 152 megawatt Hydro Power Plant business in Laos People’s Democratic Republic under a 30 years concession from the Laos Government. 2.3 Water: - Hemaraj Water Company Limited: a 100% subsidiary company to develop and manage Water Resources and to provide treated water to industrial factories. - Hemaraj Clean Water Company Limited: a 100% subsidiary company to produce and distribute the industrial water to supply the industrial factories in the Industrial Estates.


2.4 Other Utilities and Services: Utilities and Industrial Services assist the customers in benefiting from the shared resources and utility expertise of Hemaraj and its global partners. These capabilities extend beyond Hemaraj’s industrial estates and leverage technical resources. - Cofely (Thailand) Limited (Previousely Elyo-H Facilities Management): a 40/60 Joint Venture with GDF Suez Energy and Teo Hong Silom to provide utility and facility management services to industrial customers. Major customers are ESSO, Glow, Lite On, Saint-Gobain Sekurit, Thai German Ceramic, Siam Ceramic Group Industry. - Eastern Pipeline Services Company Limited: a 100% subsidiary company to provide piping distribution for Chemical, Steam and Industrial Gas for Heavy Industrial Users with a total investment of Baht 200 million. - H-Construction Management and Engineering Company Limited: a 100% subsidiary company to provide design, construction supervision, project and construction management services.

3. Property

3.1 SME Factories for Rent and Sales: Hemaraj designs and develops turnkey and expandable SME factories sizing from 750 square meters to 7,500 square meters for rent and sales located in both General Industrial Zone and Duty Free Zone in multiple industrial estates/zones of Hemaraj. H-Construction Management and Engineering, Hemaraj’s subsidiary company, also manages the utility and fit-out requirements to fit customers needs. This rental of SME factories provides customers flexibility on investment and financing as well as a growth path to larger buildings or developed land as their business expands. Hemaraj has built 124 units with over 271,700 square meters to date in its multiple industrial estate locations.

3.2 Selective Property: - H-Phoenix Property Company Limited: a 100% subsidiary company for commercial property lease or sale and management with a registered capital of Baht 800 million and Baht 785 million paid-up. - H-Phoenix Property Company Limited, a 100% subsidiary of Hemaraj, has acquired the majority ownership of office units in UM Tower and an additional adjacent freehold land area of 1 rai 3 ngan 31 square wah (731 square wah or 2,924 square meters) since 2007. UM Tower is a 31-storey juristic office building, set on two rai of land with a total net lettable or salable area of 35,500 square meters. The building is located at 9 Ramkhamhaeng Road, which is close to the expressway, airport, linking the Eastern Seaboard, and downtown as well as next to the Airport Express Station where is about to operate. The current occupancy rate is approximately 77%. The adjacent land will provide Hemaraj with future property development opportunities. - The Park Chidlom, an exclusive Bangkok luxury high-rise condominium residence under the lifestyle concept of “a symphony in living’ with the highest international standards in the most convenient Bangkok city location. The Park Chidlom, set on five and one half rai, has two residential towers: the 35-storey Somkid Tower and the 28-storey Chidlom Tower, with a total of 218 units comprising 87,000 gross square meters and 53,299 net square meters. In 2008, The Park Chidlom won the Best High Rise Development Thailand - Five Star Award of the prestigious CNBC Asia Pacific Property Awards 2008 held in Singapore.


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MAJOR/SIGNIFICANT EVENTS IN 2009


3 Industrial Estate Land Sales Due to the severe international and local economic conditions as well as concerns in politics and environmental issues, the industrial land sales (or rental) in 2009 were dropped significantly to 144 rai. From 18 contracts, 13 new customers and 5 project expansions from existing customers, six new SME factories contracts were signed in 2009 with 4 new factory rentals and 2 factory sales.

After the economic downturn in late 2008 to 2009, Hemaraj sees the plausible outlook in Automotive and Industrial Investment from new and expansion customers who return the production to normalcy. With a Free Trade Agreement for Thailand and a capacity shift from Japan, Australia and others due to the competitive cost structure, Hemaraj continues to be the key automotive cluster “Detroit of the East” in the Eastern Seaboard area and other multiple integrated clusters of Blue Chip Multinational and other customers.

Total industrial customers are 407 distinct new customers with 602 contracts and 137 automotive customers representing some USD 18 billion of customer investment.

3 TRIS Rating Affirms Company Rating at “A-” and Outlook to “Negative” On June 11, 2009, TRIS Rating Co., Ltd has affirmed the company rating of Hemaraj at “A-”, which reflects its proven record in industrial estate development, reliable stream of utilities income, and healthy balance sheet. At the same time, TRIS Rating has revised the rating outlook of Hemaraj to “negative” from “stable”, which reflects the deteriorating performance of the company as a result of global economic recession and the prospect of lower demand for industrial land during the next several years.


According to the “negative” outlook, the deteriorating performance of Hemaraj is due to the plunge in the

industrial estate development industry while the company has also made large capital expenditure commitments.

The outlook of Hemaraj may be revised to “stable” if the general economy sustainably recovers close to the

normal level.

3Hemaraj received “Excellent” Corporate Governance Hemaraj received the “Excellent” corporate governance recognition level in the Corporate Governance Report

of Thai listed Companies in 2009 (CGR). Hemaraj achieved an “Excellent “ scoring in 4 out of 5 categories: Rights

of Shareholders, Equitable Treatment of Shareholders, Role of Stakeholders, and Disclosure and Transparency.

The company receives a “Very Good” scoring under Board Responsibilities.

3Hemaraj Invests in Houay Ho Power Plant Project in Laos Hemaraj paid Baht 267 million to join investment in Houay Ho Thai, a holding company in Houay Ho Power Plant

Project which will bring the company recurring utility income and broaden the company revenue in utilities business.

Houay Ho Power is a company operating a 152 megawatt Hydro Power Plant business in Laos People’s

Democratic Republic under a 30 years concession from the Laos Government to Build, Operate and Transfer

(BOT). Presently, Houay Ho Power has sold electricity through a Power Purchase Agreement with The Electricity

Generating Authority of Thailand (EGAT) with the contractual minimum guarantee of production capacity of 126

megawatt while the total production capacity per year is 394.2 gigawatthour, transmitted to Ubonratchatani.

Additionally, Houay Ho Power has also sold the power through the Power Purchase Agreement with Laos

government electricity authority with contractual minimum guarantee of production capacity of 2 megawatt. The

main shareholder is Glow Energy Public Company Limited.

3 Hemaraj Volunteers for A Better Environmental Watch System On September 30, 2009, Hemaraj has joined force with Industrial Estate Authority of Thailand (IEAT) to open

Environmental Monitoring & Control Center (ESIE), also called E:mc^2, at Eastern Seaboard Industrial Estate

(Rayong).

Being the country’s first environmental real time monitoring unit at private sector’s industrial estate, the

center concentrates on real-time processing of environmental reports, with highly reliable and accountable

methodology and transparency policy. The collaboration is a major step forward in the environmental protection

in pursuit of Thailand’s sustainable industrial development and the quality of life of nearby communities.

There are four features that define and characterize the E:mc^2:

1) Water Quality Measuring System (WQMS) processes real-time measurement of the acidity-alkalinity (pH)

as well as its BOD and TDS levels of waste water within the estate’s wastewater treatment plant before piping the

output across the internal pipeline for reuse, or sending out to public water ways. In case the results fail to reach

the required standards, the system immediately sends SMS notification to whom it concerns so that the problems

can be solved on a timely basis. All results are systematically archived for fast and convenient information retrieval.

2) Report on other environmental indicators these include air emission records such as SOx, NOx and TSP as

well as noise level and surface water quality in areas connected with the estate’s effluent point.

3) Listing of factories that need to fulfill requirements on issues concerning air quality (from factory

chimneys), wastewater treatment, EIA compliance, risk analysis, and inspection of stream plants and boilers, for

instance. The listing keeps IEAT informed regularly and enables the organization to follow up the issues more

efficiently.


4) Environmental complaints and feedbacks can be communicated directly to the estate developer through

the phone number 038-954-543 or registration at www.hemaraj.com/envi. The center’s staff will forward the

message to whom it concerns, and keep the sender updated with detailed status and progress of the issue (in the

process or completed). For any case outside the responsibilities of Hemaraj and IEAT, the staff will act as medium

of communication for all parties involved in order to accelerate the problem solving process.

The center is set up on the budget of five million Baht, most of which are used for the development of its

advanced information management system and communication facilities among the government supervisory

office, the estate developer as well as factories and entrepreneurs – for more efficient environmental monitoring

and control.

Prior to launching the center, Hemaraj worked closely with Asian Institute of Technology (AIT) on further

research and development of “Vertical Flow Constructed WetLand” for wastewater treatment in its industrial

estates. The new system has been found more efficient than traditional energy-based system in terms of shock

load capacity, environmental friendliness and energy saving.

In addition, the company has initiated, and given generous support to, many social contribution projects

such as medical mobile units for people in remote areas, professional skills development, educational and sports

development, and scholarship grants to underprivileged school students within the Eastern Seaboard provinces.

3Major Customer Development

Toyo Filling International Grand Opening at Hemaraj Eastern Seaboard Industrial Estate

Toyo Filling International Co., Ltd., a subsidiary of Toyo

Aerosol Industry Co., Ltd., Japan’s leading manufacturer of aerosol

products organized a Grand Opening Ceremony of its factory at

Hemaraj Eastern Seaboard Industrial Estate. The factory will

produce aerosol products for hair and body at a capacity of 60

million cans per year for export to ASEAN countries and other

country in the world.

Foundation Stone Laying for Bisphenol-A Project of PTT Phenol at Hemaraj Eastern Industrial Estate (Map Ta Phut)

PTT Phenol Co., Ltd held a foundation stone laying ceremony

of its Bisphenol-A project located in Hemaraj Eastern Industrial

Estate (Map Ta Phut). Developed from PTT Phenol Project, the

Bisphenol-A project will produce “Polycarbonate” or PC - a high

quality Engineering Plastic predominantly used in the medical

equipment, automotive and construction materials industries.

The Bisphenol-A project is the world’s biggest Single Train

Unit, which has a production capacity of 150,000 tons per year.

The project will help reducing the import of raw materials while

expanding export and creating jobs in Rayong.


Acushnet Titlelist (Thailand) Purchases Land at Hemaraj Eastern Seaboard Industrial Estate

Acushnet Titlelist ( Thailand ) Co., Ltd., a leading manufacturer

of golf balls, signed a contract with Hemaraj Land And

Development Plc. for purchasing 26 rai of land at Hemaraj

Eastern Seaboard Industrial Estate. The plant will primarily

produce and export golf balls with the Titleist brand to the active

South East Asia golf market. Acushnet will break ground in June

of 2009 and begin production by the 3rd quarter of 2010.

K.W. Metal Work Purchases Land at Eastern Seaboard Industrial Estate (Rayong)

K.W. Metal Work Co., Ltd., a leading manufacturer of

agricultural and industrial machines, signed a contract with

Hemaraj Land And Development Plc. for purchasing land to build

its factory at Eastern Seaboard Industrial Estate (Rayong). With a

registered capital 20 million baht, the factory will produce screw

flights and screw conveyors with a capacity of 100,000 meters per

year.

Thai Summit Meiji Forging Co., Ltd. (TSMF) Foundation Pillar Laying Ceremony at Hemaraj Eastern Seaboard Industrial Estate

Thai Summit Meiji Forging Co., Ltd. (TSMF), a joint venture company between Thai Summit Autoparts Industry Co., Ltd.; Meiji Drop Forge Ltd.; Shinko Kogyo Co., Ltd.; and Thai Summit Engineering Co., Ltd. held a foundation pillar laying ceremony of its plant on 20 rai of land in Hemaraj Eastern Seaboard Industrial Estate. Scheduled to begin operation in August 2010, the plant will provide forging and heat treatment for automobile manufacturing industry.

Logistic Alliance (Thailand) Grand Opening at Hemaraj’s Eastern Seaboard Industrial Estate (Rayong)

Logistic Alliance (Thailand) Co., Ltd. (LAT), a leading

Japanese company specialized in packaging technology for

Automotive Logistic Services organized a Grand Opening

Ceremony of its Distribution Center located in Eastern Seaboard

Industrial Estate (Rayong). With a registered capital of Bt. 150

million and creating jobs for 700 workers, the center will provide

Complete Knock Down Packing for Automotive, Automobile

service pallets packaging, Procurement/ Production of packaging

and Container Yard Operation for AutoAlliance (Thailand) Co., Ltd. and Ford Operation (Thailand) Co., Ltd.


AutoAlliance Opens New Passenger Car Plant in Hemaraj’s Industrial Estate

AutoAlliance (Thailand) Co., Ltd. (AAT), a joint venture between Mazda Motor Corporation and Ford Motor Company celebrated the official opening of its new passenger car plant in Eastern Seaboard Industrial Estate.

The new passenger car facility will increase the total annual capacity at AAT to 275,000 units with the production of the Mazda 2 and Ford Fiesta compact cars for sale in Thailand, and export throughout the ASEAN region, as well as Australia, New Zealand and South Africa. At present AAT exports Ford and Mazda pickup trucks to more than 130 markets around the world.

Golcha-Chemintac Purchases Land For Its Expansion at Hemaraj Eastern Seaboard Industrial Estate

Golcha-Chemintac Co., Ltd., India’s foremost and largest producer of Talc powder and the first customer in Hemaraj Eastern Seaboard Industrial Estate, signed a contract to purchase additional land of 5 rai for its factory expansion. This also makes the company the first to extend its investment at Hemaraj Eastern Seaboard Industrial Estate.

Visy Packaging (Thailand) Grand Opening at Hemaraj Eastern Seaboard Industrial Estate

Visy Packaging (Thailand) Ltd., a manufacturer of Multi-layer Barrier sheets & Thermoformed Barrier Plastic Cups organized a Grand Opening Ceremony of its factory in Hemaraj Eastern Seaboard Industrial Estate. With a registered capital of 497.2 million baht, the factory will produce Plastic Sheet and Plastic Cups at a capacity of 11,500 tons and 4,875 tons a year respectively.

Foundation Stone Laying Ceremony of Suzuki’s Eco-car Plant at Hemaraj ESIE

Suzuki Automobile Manufacturing (Thailand) Co., Ltd. organized the Foundation Stone Laying Ceremony for its Eco-car manufacturing plant in Hemaraj Eastern Seaboard Industrial Estate. The company plans to spend 7,500 million baht for the construction and expects to start production in March 2012 with a capacity of 10,000 units for the first year.

Parker Hannifin Grand Opening at Eastern Seaboard Industrial Estate (Rayong)

Parker Hannifin (Thailand) Co., Ltd. a global leader in motion & control technologies organized a Grand Opening Ceremony of its factory located in Eastern Seaboard Industrial Estate (Rayong). With a registered capital of Bht. 93.95 million, the factory will produce automotive filtration, automation, climate control, connector, hydraulic, instrument & seals for domestic market and export with a capacity of 4 million filters per year.

Hemaraj Organizes Blood Donation at Map Ta Phut

Hemaraj Land And Development Plc. organized a blood donation activity at its Hemaraj Eastern Industrial Estate in Map Ta Phut. Hemaraj’s employees and its customers’ representatives donated blood at the camp organized by the Eastern Safety and Environmental Club in association with the Thai Red Cross Society at the industrial estate.


3Hemaraj to Communities

Hemaraj Skill Training and Development Center Provides Basic Skill Course for Students in Rayong

Hemaraj Skill Training and Development Centre located in Hemaraj’s Eastern Seaboard Industrial Estate (Rayong) organizes basic vocational skill training for students in secondary level 3. The objectives are to introduce industrial environment to the youth and provide them with some practical and technical knowledge. Participating schools include Bann Hub Born school and Bann Surasak school. Conducted by teachers from Rayong Technical College, the training includes practical work courses on basic knowledge of electrical measurement equipment, basic repair of rice cooker, iron, table-electric fan and kettle including how to use Microsoft office.

In cooperation with the Vocational Education Commission and the Department of Skill Development, the Skill Training and Development Centre was established as part of Hemaraj’s efforts to support the country’s strategic industrial development by boosting skills and knowledge of those already in employment and those about to enter the manufacturing sector.

Free optical check-up Service by Hemaraj

Hemaraj Land And Development Plc. in cooperation with Tasith Subdistrict Municipality, Nhong Kangkaow and Nhong Bon public health center organized mobile service to provide free optical check-up and eye glasses for community members at Tasith Subdistrict, Pluak Daeng District, Rayong province.

Blood Donation at Eastern Seaboard Industrial Estate (Rayong)

ESIE HR Club in association with Industrial Estate Authority of Thailand, Pluak Daeng District and the Rayong Red Cross, organized a blood donation activity at Eastern Seaboard Industrial Estate (Rayong). Hemaraj’s employees and its customers’ representatives numbering as many as 150 persons donated blood at the camp.

Hemaraj Supports Sweet Pineapple Fair 2009 in Pluakdaeng, Rayong

Hemaraj Land And Development Plc. joined Sweet Pineapple Fair 2009 at Pluakdaeng District Municipality, Rayong Province by arranging exhibition booth and organizing games for children. The company also provided gifts for game winners at the Fair.

Sweet Pineapple Fair is held annually by Rayong Provincial Administrative Organization (PAO) in cooperation with the Tourism Authority of Thailand (TAT), Pluakdaeng District Municipality and industrial sector in Pluakdaeng with the objective to help reduce the over supply of pineapples and at the same time support

agriculturists in creating value for agricultural produce via fruit preservation. This festival also features a variety of activities such as Agricultural Produce Contest, Agriculture Exhibition, traditional recreation and performances, health market, OTOP sale, Singing and Beauty Contest.

Hemaraj Safety Club Seminar Your Style…My Style…The Same Goal - “Zero Incident”

Hemaraj Eastern Industrial Estate (Map Ta Phut)’s Safety And Environmental Club (ESEC) organised a seminar entitled “Your Style…My Style…The Same Goal - Zero Incident” at Plala Cliff Beach Resort & Spa, Rayong. Featuring best practices on safety measures to achieve the ultimate goal for “zero industrial incident”, the seminar was attended by safety officers from manufacturers in Hemaraj’s industrial estates and community leaders from Nong Fab and Mab Cha Lude.

Hemaraj 2009 Annual Contribution to 48 Schools in Chonburi and Rayong

Hemaraj Land And Development Plc, in coordination with customers and alliances in its industrial estates, distributed school kits and sport equipment to over 13,000 students in 48 schools in Rayong and Chonburi provinces under its Annual School Contribution Program. The project is part of Hemaraj’s social contribution activities, which have been continuously implemented for over 10 years.


Hemaraj Presents Full-Board Scholarship to Bankhai Technical College, Rayong

Hemaraj Land And Development Plc., presented a full-board scholarship worth 191,500 baht to Bankhai Technical College, Rayong. The scholarship covers tuition fee, food and accommodation for universities and vocational colleges. To date 17 students finishing secondary education level in the Eastern Seaboard have been awarded the scholarships.


Rayong Province Organizes Emergency Response Drill 2009 at Hemaraj’s Industrial Estate

Rayong Governor’s Office in cooperation with Hemaraj Land And Development Plc., Pluak Daeng Subdistrict Administrative Organization and various government and private agencies held a Fire and Chemical Leakage Drill 2009 at BASF (Thai) Limited. plant in the Eastern Seaboard Industrial Estate (Rayong), Pluak Daeng District, Rayong.

Hemaraj organizes “Art Camp” for Eastern Seaboard Students

Hemaraj Land And Development Plc. cooperating with Inspire Sight Art & Culture Center, organizes “Art Camp” for pupils from 16 schools nearby the Eastern Seaboard Industrial Estate (Rayong). The 1-day program during June – August 2009 provides basic knowledge on arts with fun-filled workshops that relate art to environment and local culture. The activities help enhance art skill among children and instill the sense of pride in their hometown.

Hemaraj Donates Money for Storm Relief in Map Ta Phut

Hemaraj Land And Development Plc. in cooperation with the Industrial Estate Authority of Thailand and Map Ta Phut Municipality donated 120,000 baht (60,000 baht from Hemaraj and 60,000 baht from IEAT) to support 40 families in 10 communities in Map Ta Phut area affected by recent storm.

Hemaraj Installed Alarm Bell for Baan Nong Fab School

The Safety And Environmental Club (ESEC) of Hemaraj Eastern Industrial Estate (Map Ta Phut) installed alarm bell for Nong Fab school as a support for the school’s emergency and safety measure.

Hemaraj Volunteers for A Better Environmental Watch System

Rayong Governor Mr. Sayumporn Limthai presides over the Official Opening of Environmental Monitoring & Control Center (ESIE), together with Mrs. Monta Pranootnorapal, IEAT Governor and Mr.Vivat Jiratikarnsakul, Executive Vice President of Hemaraj Land And Development Plc. at Eastern Seaboard Industrial Estate (Rayong). Local leaders from 8 communities around the industrial estate are also invited to learn about the operation of this center.


Hemaraj Supports Huay Phong Police Station in Hemaraj Eastern Industrial Estate (Map Ta Phut)

Hemaraj Land And Development Plc. organized an official opening ceremony of Huay Phong police station in the Hemaraj Eastern Industrial Estate ( Map Ta Phut) which the company donated one million baht for the construction. The police station will oversee the security in the Hemaraj Eastern Industrial Estate (Map Ta Phut) and nearby areas with policementon duty 24 hours.

Hemaraj Organized Tree Planting to Preserve Environment

Hemaraj Land And Development Plc. in cooperation with the Industrial Estate Authority of Thailand (IEAT) and Industrial Operators in Hemaraj Eastern Industrial Estate (Map Ta Phut) organized tree planting to expand green areas and preserve environment. Over 250 representatives from manufacturing companies, local authorities and community leaders jointly planted 1,200 trees. The activity is the first phase of a 3-year Tree-Planting Project which aims to plant a total of 5,000 trees by the year 2011.

Free Mobile Medical Service by Hemaraj

Hemaraj Land And Development Plc. in cooperation with

Samitivej Sriracha Hospital provided free mobile medical service

for community in Jompoljaopraya Subdistrict Municipality, Rayong

province. The service is part of the Corporate Social Responsibility

(CSR) activities organized annually by Hemaraj.

Blood Donation at Hemaraj Eastern Industrial Estate (Map Ta Phut)

The Eastern Safety and Environmental Club (ESEC), Hemaraj Eastern Industrial Estate (Map Ta Phut) in cooperation with the Industrial Estate Authority of Thailand and Thai Red Cross Society, Rayong organized a blood donation day at Hemaraj Eastern Industrial Estate (Map Ta Phut) sponsored by Hemaraj Land And Development Plc. About 130 employees from Hemaraj and manufacturers from the industrial estate joined the activity with total blood donation of 57,850 cc.


3Environmental Care

Hemaraj Land And Development Plc. maintains the environmental policy in developing the industrial estates by emphasizing on land development as well as increasing the infrastructure service capacities& performance. Besides focusing on environmental management, Hemaraj also encourages companies in the estates to become aware of the significance of environmental care and community relations. Aim to the best result for all stakeholders, the Safety & Environment Clubs are where members from companies in the estates join to share the same objective in caring for the environment. All through the year, the clubs conducted several activities including Environment, Health and Safety activities for members and communities. Internal and external emergency drills were conducted frequently as well among the estates and the communities nearby as one of the major activity. Besides, Hemaraj has been practicing and managing environmental related projects and has received the Environmental Management System Certification: ISO 14001, EIA awards and been chosen as the pilot project of IEAT’ s Eco-Industrial Estates of Thailand

Although year 2009 is the challenging year for developers and industrial section in term of environmental management by the effect from Maptaphut situation, Hemaraj still achieved confidence and respectable collaborations from communities and companies to constantly manage and care for the environment to pass thought this difficulty together. Through last year, to prevent any environmental issues that may affect communities, all parties in the estate run their business very stringent by the rules and regulations. Beside those well preventive action, Hemaraj have successfully set up E=MC2, Environmental Monitoring and Control Center, as the first private environmental center in Eastern Seaboard. This center is the tool enhancing Hemaraj environmental care performance for the ultimate management of environment, health& safety by focus mainly to the benefit of communities nearby.

Hemaraj foresees the significance in maintaining the environment care projects. From day one, Hemaraj believes in the principle of sustainable co-existing of environment and community and this is our commitment to the public.

6.0

5.0

4.0

3.0

2.0

1.0

0.0

-1.0

-2.0

-3.0

-4.0

(Rai)

2005

%

2006 2007 2008 2009P

5,000

4,000

3,000

2,000

1,000

0

2005

3,236

2006

2,865

2007

4,617

2008

4,170

2009

Baht Billion

800

700

600

500

400

300

200

100

0

2005

571

2006

373

2007

744

2008

500

2009

281

ECONOMIC & COMPETITIVE CONDITION

900


The 2009 Thai economy forecasted to contract by –2.8% compared to +3.0% in 2008. Despite the sharp contraction during the first three quarters of the year as a result of the global economic crisis, the Thai economy shows the positive sign of recovery with contributing factor from increasing public spending, public investment and the faster-than-expected of Thailand’s trading partners’ economy.

In 2009, the Private Consumption Index decreased by 1.3% while Manufacturing production reduced by 5.2% and the capacity utilization rate decreased to 61.7%. For the year 2009, the Private Investment Index decreased by 12.7%. Export volumes for Thailand were decreased to US$ 150.8billion, a 13% decrease, while Imports decreased by 25% to US$ 131.5 billion. Current account ended the year with a surplus of US$ 20.3 billion. The balance of payments was US$ 24.1 billion.

The industrial property market sector decreased 78%, from 4,170 rai in 2008 to 900 in 2009. The Board of Investment (BOI) project approval significantly decreased to Baht 281 billion compared with Baht 500 billion in 2008, or 44% decrease. The number of projects approved was 1,003 projects, a 20% decrease from 2008.

Thailand still remained a regional production hub in the ASEAN automotive industry, particularly for one-ton pickups and small passenger cars. In 2009, the vehicle production reduced to 999,378 vehicles from 1.39 million vehicles in 2008, a 28% decrease. Domestic vehicle sale in 2009 was 548,871 vehicles and 535,596 vehicles for export. In 2009, automotive export was 7.86% of total export value.

1 Rai = 1,600 Square Meters or 0.4 Acres Source: Bank of Thailand, March 2010, Board of Investment, January 2010 CB Richard Ellis, Quarter 4, 2009

GPD CAPACITY UTILIZATION

THAILAND INDUSTRIAL PROPERTY MARKET BOI APPLICATION APPROVALS

4.5 5.1 4.9

3.0

-2.8

110

100

90

80

70

60

50

40

30

20

10

1995

%

1998 2001 2004 2007 Q2 2009

January 2010

Total Intermediate Petrochemical Upstream Petrochemical Vehicles & Parts


MANAGEMENT ANALYSIS

3 Operating Performance

For the Year 2009, Hemaraj reported Total Net Income of Baht 575.2 million, or a decrease of Baht 766.8 million or 57% compared with the same period of 2008. The decrease of Net Income from Operating Business for the Year 2009 was mainly due to lower industrial land sales and no property sales compared to the same period of the prior year. Earnings per-share was 0.06 Baht per share, representing a decrease of 58% from the same period of last year.

For the Year 2009, Hemaraj’s Total Revenue was Baht 2,222.7 million compared with Baht 4,982.5 million for the same period of 2008, representing a 55% decrease. Total Operating Revenue from core businesses was Baht 2,229.0 million, a 53% decrease from the same period of 2008. Industrial Estate Land Sales for the Year 2009 were Baht 703.5 million, or a 75% decrease. There is an additional Baht 717 million in deferred revenue from Industrial Estate Land Sales not recognized to date, based on the percent completion method from 3 industrial estate new phase developments and representing sales that will be recognized primarily over the next 3 to 18 months.

Total Utilities Revenue including industrial estate utilities, profit dividend from power utilities associates, and other utilities and services fees increased to Baht 1,025.5 million, an increase of Baht 104 million or 11%. Total Rental Revenue including SME factory rental, pipe-rack rental, and commercial office rental increased to Baht 514.7 million, an increase of 7%.

3 Financial Status The consolidated Balance Sheet in 2009 is summarized as follows.

Total Assets in 2009 were Baht 13,681 million, a 0.2% decrease from Baht 13,712 million in 2008. Total Current Assets in 2009 were Baht 7,684 million compared to Baht 8,171 million in 2008, or a decrease of 6%. This includes Cash on Hand of Baht 910 million, Account Receivable of Baht 350 million and Land held for Real Estate development of Baht 6,371 million.

Other Assets were Baht 5,996 million in 2009. This includes Land held for commercial purposes not under development of Baht 315 million, assets for rent of Baht 2,077 million, and long-term investment in other companies of Baht 763 million. Long term investment includes the 25% holding in S I L Industrial Land Co., Ltd., a joint investment with the company in Siam Cement Group, 5% direct holding in a 713 MW gas-fired power plant Glow IPP Co., Ltd., 51% holding in Houay Ho Thai Co., Ltd. which holds 25% in 152 MW Hydro Power Project in People Democratic Republic of Laos, and 35% holding in 660 MW coal-fire power plant Gheco-One of which Baht 2,059 million deposited for future equity commitment. All power projects are the joint investments with Glow Energy Plc. (GDF Suez).

Total Liabilities in 2009 were Baht 5,222 million a 6% decrease from Baht 5,575 million in 2008. The decrease was mainly from the decrease of deferred income.

Total Shareholders Equity in 2009 was Baht 8,459 million versus Baht 8,138 million in 2008, or a 4% increase due to the Net Operating Profit of 2009, the dividend payment, and the exercise of the warrants. During the Year 2009, 323.34 million units of warrants were exercised to common shares. As of December 31, 2009, there were 9,705.19 million common shares outstanding. The 2009 Net Debt to Equity ratio was at 0.51 to 1.


3Risk Factors & Others External Risks The company faces investment and management risks associated with Thai government and Bank of Thailand policies as well as external political and economic environment in neighboring and other countries. In addition Foreign Direct Investment, oil price, interest rates, land cost, construction cost, delays in construction, and shortages of skilled labor are factors that could affect the company businesses.

The company is aware of the risks and effects associating with such factors and tries to have a systematic monitoring and analytical measurement to prevent and to minimize such risks at the acceptable level when comparing to the expected return. The Board of Directors and Management have also implemented the business strategy with appropriate adjustments based on the situation as witnessed from broadened operating revenue and improved profit margins. Increases in revenue from industrial estates utilities and rental, which are recurring and predictable, have balanced our revenue structure. Our multiple-locations industrial estates with a high percentage of repeat customers and the niche selective property projects have also reduced our risk profile.

The latest global economic downturn as well as the recent local political situation significantly impact on the company’s business in the past year with a reduction in capacity needs and hence in industrial estate demand from new and expansion customers.

However, industrial development is in place, broad revenue cushions this impact, and strong balance sheet minimize disruption.

Financial Risks The operating performance, financial status, economic environment in Thailand and other countries, access to financial and capital market, foreign exchange and interest rates are risk factors to the companies financial management.

An appropriate and sufficient source of funds with a reasonable cost of capital and appropriate financial structure will support the company’s competitiveness. Since the economic crisis, the company’s financial structure has been continuously strengthening resulting in improving in net debt to equity ratio. In 2009 the net debt to equity ratio was 0.51 to 1 times with cash balance of Baht 910 million. With a strong balance sheet and a lower debt level, high level of cash on hands, no foreign currency debts, broader lending sources, these will provide the company more flexibility to grow the business expansion, yet to minimize the financial risks.

Risk from Automotive and Petrochemical Customers The company has 186 customers from automotive (137) and petrochemical (49) sectors out of 407 customers, or 46% of total customers. The company will be affected from the slowdown of investment from these sectors both revenue from land sales and other related revenue.

The company is aware of such factors and has benefited from these clusters, but it is also expanding our customer base in different sectors such as electronic, energy, steel, construction materials, etc. so that the company will not entirely depend on one or two sectors. The company tracks and analyzes the customer mix and demographic on a regular basis and adjusts our strategy accordingly.

Risk from investing in Independent Power Producer (IPP) The company has invested in Independent Power Producer (IPP) project in Gheco-One company limited with Glow Energy. This is in line with our strategy to broaden our revenue by selectively pursuing superior profit opportunities from complementary businesses to increase the predictability and sustainability of the longer-term revenue stream. Risk from changes of rules, regulations, and government policy, delay of construction, financing risk, risk from environmental impact, risk from raw material sourcing, risk from sole customer, foreign exchange risk, and interest rate risk are risks involved the project and the material change in such factors could materially affect the project’s performance as well as the company’s.


The company is aware of the risk from such factors by having a feasibility study as well as the sensitivity analysis cover all areas and considering together with the attractiveness of the project, including the return which is recurring and predictable throughout the project life after the commercial operation. This project will be developed and managed by Glow Energy (GDF Suez), Thailand’s leading private power producer. As of December 2008, Gheco-One has obtained Environmental Impact Assessment (EIA) approval from Office of National Environmental Policy (ONEP), signed Power Purchase Agreement (PPA) with Electricity Generating Authority of Thailand (EGAT), signed Coal Supply Agreements (CSA) with suppliers, secured Project Financing from lenders, and signed the Engineering Procurement Contract (EPC) with contractor. The project is under construction and planned for the commercial operation date (COD) by end of 2011. In addition, Gheco-One signed the foreign exchange rate swap, interest swap, and various contracts on matching currency of lending with costs and revenue streams and interest rate swaps in order to minimize those risks.

The construction of GHECO-One as of December 31, 2009 was 61% complete right on schedule.

Risk from the Map Ta Phut Effect The Central Administrative Court issued an injunction to suspend the 76 projects in Map Ta Phut temporarily until actions made to compliance with the Constitution of The Kingdom of Thailand 2550 Article 67 (2). Later on the Supreme Administrative Court sustained and revised the injunction, released 11 projects but still suspended the remaining 65 projects. 4-Party Committee was appointed by the Prime Minister with Mr. Anand Panyarachun as the Chairperson to resolve the conflict and to draft the framework, guidelines, as well as the rules and regulations in compliance with Article 67 (2) of the Constitution to be appropriate and fair to all parties. Under the current circumstances, the company expected this process to take some time. Thus, the impact will depend upon when to set, resolve and announce with all parties acceptance. Hemaraj has an expansion phase at Hemaraj Eastern Industrial Estate in the area of 478 rai located in Map Ta Phut area where is in a process in compliance with the new regulations yet to be announced. The company also set up a special team to work closely with related government agencies and private sector to provide necessary information and fully cooperate with them in order to resolve this conflict. In longer term, the company’s strategy is to broaden the revenue base into businesses, which have growing, and predictable revenue stream such as utilities business. In 2009, the company had operating revenue from non-industrial land sales as much as 70% of Total Operating Revenue.


3Board of Directors As of December 31, 2009, Board of Directors consists of 10 members as follows: 1. Mr. Chavalit Sethameteekul Chairman of the Board of Directors/ Nomination and Remuneration Committee 2. Mr. Thongchai Srisomburananonta Director/ Chairman of the Executive Committee/ Nomination and Remuneration Committee 3. Mr. David Richard Nardone Managing Director/ Executive Director 4. Mr. Sudhipan Charumani Independent Director/ Chairman of the Audit Committee/ Chairman of the Nomination and Remuneration Committee 5. Mr. Peter John Edmondson Independent Director/ Audit Committee 6. Mrs. Punnee Worawuthichongsathit Independent Director/ Audit Committee/ Corporate Governance Committee 7. Mr. Vivat Jiratikarnsakul Director/ Executive Director 8. Ms. Pattama Horrungruang Director/ Executive Director/ Corporate Governance Committee 9. Mr. Somphong Wanapha Independent Director/ Chairman of the Corporate Governance Committee 10. Mr. Vikit Horrungruang Director With Mr. Sirisak Kijraksa as Company Secretary The Company’s Board of Directors consists of 4 Independent Directors who have qualifications according to such prescribed in regulation of SET and SEC as follows: 1. holding shares not exceeding one per cent of the total number of voting rights of the company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, including the shares held by related persons of the independent director; 2. neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of the company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest unless the foregoing status has ended not less than two years prior to the date of application filing with the Office; 3. not being a person related by blood or registration under laws, such as father, mother, spouse, sibling, and child, including spouse of the children, executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling persons of the company or its subsidiary; 4. not having a business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, in the manner which may interfere with his independent judgement, and neither being nor having been a major shareholder, non-independent director or executive of any person having business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than two years prior to the date of application filing with the Office.

The term “business relationship” includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or grant or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, including any other similar actions, which result in the applicant or his counterparty being subject to indebtedness payable to the other party in the amount of three percent or more of the net tangible assets of the applicant or twenty million Baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the calculation method for value of connected transactions under the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Act of Listed Companies Concerning the Connected Transactions mutatis

MANAGEMENT STRUCTURE


mutandis. The combination of such indebtedness shall include indebtedness taking place during the course of one year prior to the date on which the business relationship with the person commences; 5. neither being nor having been an auditor of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and not being a major shareholder, non-independent director, executive or partner of an audit firm which employs auditors of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than two years from the date of application filing with the Office; 6. neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding two million Baht from the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and neither being nor having been a major shareholder, non-independent director, executive or partner of the professional advisor unless the foregoing relationship has ended not less than two years from the date of application filing with the Office; 7. not being a director who has been appointed as a representative of the company’s director, major shareholder or shareholders who are related to the company’s major shareholder; 8. not having any characteristics which make him incapable of expressing independent opinions with regard to the company’s business affairs.

Basic Scope of Board of Directors’ Responsibility The Board of Directors’ prime responsibility is to formulate corporate visions, overall policies and major strategies with ability, integrity and care, so as to achieve continuous and long lasting benefits to the company and Shareholders. This responsibility includes effective control and supervision of the Management to assure that Board instructions are put into practice with efficiency and in line with relevant rules of law and supervising authorities’ regulations, with the Company’s own requirements, as well as with good corporate governance principles. In discharging its responsibility, the Board may appoint or assign one or more specific directors or any other persons to act on its behalf, and can revoke such appointments or assignments, as it considers necessary or appropriate.

Term of the Board of Directors In every Annual Ordinary Meetings, 1/3 of the board of directors shall be resigned. In case it is undividable, the resigned director must be as close to 1/3 and such resigned director may be re-elected to assume the same position.

3 Executive Committee As of December 31, 2009, Executive Committee consists of 4 members as follows: 1. Mr. Thongchai Srisomburananonta Chairman of the Executive Committee 2. Mr. David Richard Nardone Executive Committee Member 3. Mr. Vivat Jiratikarnsakul Executive Committee Member 4. Ms. Pattama Horrungruang Executive Committee Member The Executive Committee has been assigned by the Board of Directors to help formulate the Company’s operation policy and strategies, to supervise and to ensure that such approved policy and strategies are followed through with responsibilities, integrity and care, and in line with relevant rules of law, the Company’s rules, as well as the Board of Directors and Shareholders approval.

Scope of the Executive Committee’s Authority and Responsibility 1. To screen and review business plans, investment plans, together with the relevant budgets, as prepared by the Management, prior to submitting the said data to the Board of Directors for consideration and approval. 2. To monitor, supervise and control the Company’s work progress, in order to ensure that the Company’s operations are in line with what the authorizing or assigning Board would expect. 3. To consider granting permission to commence important activities, as well as to authorize payments in excess of Management authority, in accordance with the Company’s authorization rules and the approved budgets.


4. To set the Company’s organization chart, authority of the Management, the remuneration policy and salary structure of the Company for Board consideration. 5. To assign one or more specific persons to act on behalf of the Executive Committee, or to revoke such assignments as the Executive Committee may consider appropriate. 6. To perform any other tasks, as assigned by the Board of Directors. The above-stated scope of authority would not apply where a vested interest or a conflict of interest concerning a related-party transaction under SEC regulations is at issue. In such a case, the Executive Committee would need to refer the matter to the Board of Director or to a Shareholders’s Meeting, as the case may be, for consideration and approval, unless appropriate pre-set permission is already in evidence.

3 Audit Committee As of December 31, 2009, Audit Committee consists of 3 members as follows: 1. Mr. Sudhipan Charumani Audit Committee Chairman who has knowledge, and experiences to audit Company’s financial statements 2. Mr. Peter John Edmondson Audit Committee Member 3. Mrs. Punnee Worawuthichongsathit Audit Committee Member who has knowledge, and experiences to audit Company’s financial statements

The Audit Committee Charter endows the Audit Committee with the following duties and responsibilities to the Company’s Board of Directors: 1. To review that the Company’s financial reports are correct and sufficient; 2. To review that the Company has appropriate and efficient internal control and internal audit system; to determine an internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit; 3. To review that the Company complies with laws relating to securities and securities markets, as well as with SET’s rules and regulations and any other laws relating to the Company’s business; 4. To consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year; 5. To review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Exchange’s regulations, and are reasonable and for the highest benefit of the Company; 6. To prepare, and to disclose in the Company’s annual report, an audit committee’s report which must be signed by the audit committee’s chairman and consist of at least the following information; - An opinion on the accuracy, completeness and creditability of the Company’s financial report, - An opinion on the adequacy of the Company’s internal control system, - An opinion on the compliance with the law on securities and exchange, the Exchange’s regulations,

or the laws relating to the Company’s business, - An opinion on the suitability of an auditor, - An opinion on the transactions that may lead to conflicts of interests, - The number of the audit committee meeting, and the attendance of such meeting by each

committee member, - An opinion or overview comment received by the audit committee from its performance of duties in

accordance with the charter, and - Other transactions which, according to the audit committee’s opinion, should be know to the

shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s board of directors; and

7. To report the Audit Committee’s performance to the Company’s Board of Directors at least on a quarterly basis; 8. To perform any other work that the Audit Committee agrees to, as may be assigned by the Company’s Board of Directors. The Audit Committee has 3 years period and may be re-elected to assume the same position.


3 Corporate Governance Committee As of December 31, 2009, the Corporate Governance Committee consists of 3 members as follows: 1. Mr. Somphong Wanapha Corporate Governance Chairman 2. Mrs. Punnee Worawuthichongsathit Corporate Governance Member 3. Ms. Pattama Horrungruang Corporate Governance Member The Corporate Governance Committee shall consider and propose practical guidelines and advices of Good Corporate Governance according to the SET and SEC’s regulations including other institutions. The Company has set the Corporate Governance Policies including business ethics according to the advices from the Corporate Governance Committee who has considered, edited and proposed to the Board of Directors. The Board of Directors has approved. The Corporate Governance Committee has 3 years period and may be re-elected to assume the same position.

3 Nomination and Remuneration Committee As of December 31, 2009, the Nomination and Remuneration Committee consists of 3 members as follows: 1. Mr. Sudhipan Charumani Nomination and Remuneration Committee Chairman 2. Mr. Chavalit Sethameteekul Nomination and Remuneration Committee Member 3. Mr. Thongchai Anankusri Nomination and Remuneration Committee Member

The Nomination and Remuneration Committee handles preliminary selections, as well as to compile relevant data, of suitable candidates for Board’s formal consideration. A short list of suitable Director candidates, together with relevant background information, would be submitted in advance by current directors and/or shareholders for formal consideration in the Board meeting. Such a meeting would first concentrate on the Company’s specific requirements, before proceeding to discuss each candidate in depth on issues of reputation, experience, reliability, known ability and vision, as well as other relevant aspects. Those chosen by the Board would have their names proposed to the forthcoming Shareholders’ Meeting for consideration and approval.

The Board of Directors has appointed the Nomination Committee to be the Nomination and Remuneration Committee since May 2009 to determine the compensation of the Board of Directors and Directors in Sub-Committees for the Board of Directors and the Annual General Meeting of Shareholder’s consideration and approval. Such compensation proposal would be based on the general market trend, information obtained from the Stock Exchange of Thailand, individual responsibility levels and work results, as well as on the Company’s actual performance and prevailing financial strength. The Nomination and Remuneration Committee has 3 years period and may be re-elected to assume the same position.

3 Company Management The Company Management consists of

1. Mr. David Richard Nardone President & Chief Executive Officer

2. Mr. Vivat Jiratikarnsakul Executive Vice President

3. Ms. Pattama Horrungruang Senior Vice President & Chief Financial Officer

4. Mr. Sunthorn Kongsunthornkitkul Vice President - Industrial Estate Operations

5. Mr. Tanin Subboonrueng Director - Industrial Estate Development

6. Mr. Sirisak Kijraksa Director - Accounting and Legal

7. Ms. Somjai Wachiraha Director - Finance

8. Mr. Niphone Harnpatanapanich Director - Residential Project Planning

9. Mr. Khamhoung Ratsamany Director - Small Power and Water Project Planning

10. Mr. Paopitaya Smutrakalin Director - Corporate Planning and Investor Relations

11. Ms. Jinnapat Tongviseskul Director - Residential Customer Development


The President & CEO has the responsibility in assigning each management member with appropriate duties and authority in order to enable the Company to implement its policy and strategies, together with its business plans, in an efficiently effective manner and in accordance with the targets and budgets as determined or approved by the Board and/or the Executive Committee.

3 Remuneration for Directors and Management 1. Total remuneration for the 10 Directors in 2009 was Baht 15,795,000 (Baht 16,922,037 in 2008), being Board and Committee Meeting Fees and being Compensations, as per following individual details:

Name Position Directors’ Remuneration (Baht) Meeting Fees Compensations Total

1. Mr. Chavalit Sethameteekul Chairman of Board of Directors/ 220,000 1,500,000 1,720,000 Nomination and Remuneration Committee 2. Mr. Thongchai Srisomburananonta Director / Chairman of Executive 160,000 2,000,000 2,160,000 Committee / Nomination and Remuneration Committee 3. Mr. Sudhipan Charumani Independent Director/Chairman of 330,000 1,000,000 1,330,000 Audit Committee/ Chairman of Nomination and Remuneration Committee 4.Mr. David Richard Nardone Director/Member of Executive 140,000 1,750,000 1,890,000 Committee 5. Mr. Peter John Edmondson Independent Director/ Audit 270,000 1,000,000 1,270,000 Committee 6. Mrs. Punnee Worawuthichongsathit Independent Director/ Audit 300,000 1,000,000 1,300,00 Committee and CG Committee 7. Mr. Vivat Jiratikarnsakul Director/ Executive Committee 140,000 1,750,000 1,890,000 8. Ms. Pattama Horrungruang Director/ Executive Committee 180,000 1,750,000 1,930,000 and CG Committees 9 . Mr. Somphong Wanapha Director/ Chairman of 165,000 1,000,000 1,165,000 CG Committee 10 . Mr. Vikit Horrungruang Director 140,000 1,000,000 1,140,000 Total 2,045,000 13,750,000 15,795,000

2. Total remuneration for the Company’s Executives and Management by way of salaries, bonuses, and provident fund contributions for 19 persons in 2009 was Baht 107.97million

12. Ms. Ladda Rojanavilaivudh Director - Industrial Customer Development

13. Ms. Anchalee Parsertchand Director - Industrial Customer Development

14. Ms. Chantana Hinkaew Director - Corporate Marketing

15. Mr. Preeprem Malasitt Director - IE Training Center and New Projects

16. Ms. Prattana Kijjanon Director - Procurement

17. Mr. Apichat Trongsukson Assistant Director - Information System & Services


Hemaraj Land and Development Plc., subject to the awareness on the importance of good corporate governance, have thus adopted Good Corporate Governance of the Stock Exchange of Thailand (SET) as practical guidelines and tried to continuously improve those perfect practices to achieve good standards, efficiency and transparency in our business operation and enhance confidence to all shareholders, investors and other related parties based on important contents as follows:-

3 Rights of the Shareholders

The company have well realized to safeguard rights and benefits of the shareholders by effectively operating our business to build permanent growth and provide suitable remuneration to the shareholders including to encourage the shareholders to exercise their rights in the Shareholders’ Meeting and shall not infringe nor prejudice the shareholders’ rights whatsoever.

All shareholders shall be invited to join in Annual Ordinary Meeting or Extraordinary Meeting (if any) as the company shall serve invitation letter and related agendas for consideration prior to all Meetings. The shareholders, as the investors are entitled to vote according to the number of shares holding and each of them shall exercise all votes to conclude the resolution and maintain their benefits and comment toward important decisions, such as, profit allocation and dividend payment, appointment of auditor, prescription of compensation and election the Board of Directors, amendment of Articles of Association and increasing of capital, etc. All shareholders are entitled to receive correct, open, sufficient and update information. The shareholder can appoint any person as its proxy to join in the meeting as deemed appropriate or may appoint Chairman of Audit Committee who is an independent director according to the instruction of the Securities and Exchange Commission (SEC). In such meeting, the company shall provide the shareholders an equal opportunity to inquire company-related business as deemed reasonable.

It is the duties and responsibilities of Board of Directors and related senior Managements to join in each Shareholders’Meeting to jointly clarify related details of the agendas and answer all inquiries of the shareholders. In case of it is necessary and unable to join in the meeting, notice must be given to the Chairman of the Board or Office of the Secretary of the company in advance.

3Equitable treatment of shareholders

The company have emphasized and overseen to maintain equitable treatment of shareholders. To ensure a clear and transparent process while enabling the Company to tangibly observe corporate governance, allowing minor shareholders to propose in advance the agenda items for the AGM and nominate directors, criteria were established for proposals made by minor shareholders to identify items that are truly beneficial to the Company and choose qualified individuals as directors who efficiently perform their roles for the best interest of the Company and stakeholders and also through the Company’s web site.

All shareholders shall be invited to join in all Ordinary or Extraordinary Meetings. The company shall serve the shareholders invitation letter and related agendas for consideration in advance especially before the Ordinary Shareholders’ Meeting which shall be held once a year within April. The company shall not add any important agenda without advance notice to the shareholders to enable the shareholders to study supporting information before making any decision.

Any shareholder unable to personally join in the meeting, the company shall deliver Power of Attorney according to the form prescribed by Ministry of Commerce to such shareholder along with invitation letter to enable such shareholder to assign its proxy to join in the meeting on its behalf. In this regard, the company shall propose name and information of at least one independent director of the company as additional option of the shareholder.

GOOD CORPORATE GOVERNANCE


The shareholder is entitled to vote according to the number of share holding and each of them must exercise all votes to conclude resolution and maintain benefit of the investor for transparency and traceability. For voting in important agenda, the company shall give voting cards equal to the number of agendas to the shareholders upon registration. After the question is satisfactorily answered, the shareholder shall vote on the card of such agenda, the cards shall be gathered and counted by the independent person for transparency.

The company have correctly, adequately and clearly recorded Minutes of Meeting for material content and after submitting to SET and SEC sent to the shareholder after 14 days of the Meeting and further publicized such minutes on company’s website.

The company have prescribed written guidelines to maintain and safeguard internal information related to the good corporate governance for fairness to the shareholders and to prevent the directors, employees and related persons, such as, spouse, under legal age child and nominee from using internal information which is an important content on changing of share price and still undisclosed to the public to sell and purchase share. In this regard, pursuant to the Securities and Exchange Act, B.E. 2535, the directors and Managements must report the possession of company’s securities upon first admission and further report all securities transaction to SEC within 3 working days and the company shall compile such report as agendas to regularly inform the Board of Directors’ Meeting.

3 Roles of the Stakeholders

The company have realized to the rights of all groups of stakeholders, i.e. from shareholder, employee, customer, debtor, supplier and competitor, environment and society and government agencies to receive appropriate care of rights and free from any infringement according to related laws or agreements by prescribing rules on treatment of stakeholders in each group as follows:-

Shareholders Disclosure of important information both related to financial and non-financial to the shareholder correctly, adequately, equally and in time via several channels, such as, company’s website, newspaper advertising or written letter, etc.

Employees Provide equitable and appropriate compensation to the employee and provide them to know policy and their entitled welfare by producing employee manual to prescribe working rules and regulations, group health insurance manual, group life insurance, life provident fund, etc. , emphasize on development of knowledge, ability and skill of employee by promotion them to attend the training, seminar both within and outside the company to enhance their skill, expertise and ability to efficiently perform their duties.

Customers Concern on the customer’s satisfaction and strictly comply with contract or agreed conditions and attentively solve all problems claimed or suggested by the customers.

Creditor, Supplier and Competitor Comply with good competition rules, such as, comply with terms and conditions of the contract, do not take any trading advantage nor exploit benefit by giving false or untrue information nor use dishonest method to destroy the competitor.

Environment and Society The company have environmental policy to develop industrial estate which is the company’s major business simultaneously with environmental conservation according to the environmental management standard ISO 14001. In social respect, the company have policy to promote participation with other social organizations, communities and neighboring establishments in education, safety, fire prevention and others, such as, to establish scholarship project to the community schools, company visitation program and establishment of security center and fire prevention for group of companies.


Government agencies Comply with related laws, rules, regulations and official stipulations including also good cooperation with government agencies.

The company emphasized to strictly comply with environmental laws and standards by prescribing all managements and employees to strictly observe and perform their duties according to the rules, regulations, laws, policies, requirements and standards related to the quality, safety, occupational health and environment. In addition, the company also publicized to build knowledge and understanding on procedures and precautions for correct practice, free from danger to the health, property and environment . Moreover, the company also developed, reviewed and corrected thereof, strongly and continuously shared the responsibility to the safety, occupational health and environment of the society, using natural resources for optimal benefit with awareness to the important of environment and safety of related stakeholders including to promote social activities to conserve environment and develop living quality permanently.

Moreover, the Company provides channel to report any misconduct directly to the board of directors through the Company’s website or any issue can be sent directly as follows:

1. Direct submission to the Company Secretary’s office 1.1 Telephone number 0-2719-9555 1.2 Facsimile number 0-2719-95646-47 1.3 E-mail : [email protected] 2. Direct E-mail the Chairman of the Audit Committee E-mail : [email protected]

3 Disclosure of Information and Transparency

The company have disclosed financial information and other information related to business and operating result in correct, sufficient, regular, update and credible manner via the Stock Exchange in the Annual Information Form (Form 56-1) and Annual Report (56-2) and on www.hemaraj.com and [email protected] both in update Thai and English version to enable the investor to clearly know and/or study about the company. In addition, the senior management also held seminar between senior management and investment facilitator, analyst and economic reporter both domestic and abroad regularly and invite all interesting parties from several important sectors to visit industrial estate of the company. In addition, the company also established “Investor Relation” unit to directly publicize information beneficial to the investors, shareholders, related parties, general publics, financial institute and securities analysts.

Important information of the company is consisted of financial and non-financial information, particularly, the financial statements of the company has been reviewed/audited from the auditor that it is correct in according to the general certified accounting principles and duly approved from the Audit Committee/Board of Directors before disclosing to the shareholders. The Board of Directors have disclosed their responsibilities toward such financial report in the annual report. For the disclosure of non-financial information, the company have disclosed interrelated items, discussion of management and risk management including good corporate governance report in annual report and Form 56-1 and company’s website.

The company have disclosed details of roles and responsibilities of Board of Director, sub-committee, frequency of the Meeting and frequency of participation of each director, comment of the Board on business operation and also disclosed compensation payment policy for directors and senior managements in the annual disclosure form (form 56-1) and annual report of the company.


3 Responsibilities of the Board of Directors

Structure of the Board of Directors The Board of Directors can be divided into groups characterized by qualification prescribe in regulation of SET and SEC as follows: - Directors who are Management groups. - Directors who are not Managment. - Directors who are independent.

At least 1/3 , but not less than 3 members, of the Board of Directors must be independent directors. Presently, the Company has 10 directors, consisted of the directors who are not Management 6 persons of which 4 persons are independent directors.

The Board of Directors shall assume their positions for 3 years whereby 1/3 directors shall be resigned in every Annual Ordinary Meetings. In case it is undividable, the resigned director must be as close to 1/3 and such resigned director may be re-elect to assume the same position.

The Company have prescribed qualification of independent director who have well knowledge in Finance, Economic, Accounting, public administration and other field of businesses suitable as standard factors to safeguard benefit of the shareholders and others. Additionally, to have qualification according to such prescribed in regulation of SET and SEC.

The Company have policy to allow the director to assume as director in other companies as deemed appropriate. In case of being the director in the same business, information about position of each director must be disclosed to the shareholders.

The Company do not allow Chief Executive Officer or senior management to assume the same position in other companies at too high degree until resulting inefficient performance. In case of being the chief executive officer or senior management in other companies in the same business, information about position of each director must be disclosed to the shareholders.

The Company have clearly separated Chairman of the Board, the Chief Executive Officer and their duties.

The Company has appointed a Company Secretary to provide advices on legal aspect, rules and regulations of SEC, SET and other laws which should be known and coordinate to comply with resolution of the Board and oversee activities of the Board.

Roles and Responsibilities of the Board of Directors The roles and responsibilities of the Board of Directors are as prescribed by the relevant laws, rules and regulations while the roles and responsibilities of the committees are also clearly defined. This allows the Board and the committees to review and provide appropriate advice within the scope of its roles and responsibilities.

The roles and responsibilities of the Company’s Board of Directors are as follows: - The Company’s directors must be knowledgeable, capable and experienced. They must also have an interest in the business of the company in which they are directors, as well as having honesty and integrity in conducting such businesses. - The Directors must perform their duties with honesty and care according to the relevant laws, The SET’s and SEC’s roles and regulation as well as with good corporate governance principles. They must also protect the rights of the Company, in addition to being accountable to the Company’s shareholders. - The Board of Directors’ prime responsibility is to formulate corporate vision, overall policies and major strategies with ability, integrity and care, so as to achieve continuous and long lasting benefits for the Shareholders. This responsibility includes effective control and supervision of the Management to assure that Board instructions are put into practice with efficiency and in line with relevant rules of law and supervising authorities’ regulations, with the Company’s own requirements, as well as with good corporate governance principles. The Board of Directors may appoint or designate any committees or others to perform their roles on behalf of the Board of Directors as well as cancel or change or overrule the roles under their consideration. - The Board of Directors must manage to have effective internal control system and internal audit system.


Sub-committee The Board of Directors can set committees to assist in the study and screening of some specific tasks on behalf of the board. The qualifications and scope of work of each sub-committee will be defined. The company have therefore appointed sub-committees as follows: -

- The Executive Committee, presently consisted of 4 directors, has been assigned by the Board of Directors to help formulate the Company’s operation policy and strategies, and to supervise and ensure that such approved policy and strategies are followed through by the Management with efficiency and safety, so that the Company successfully attains its desired goals.

- Audit Committee, having duties and responsibilities to the Board of Directors, as follows:- 1. To review that the Company’s financial reports are correct and sufficient; 2. To review that the Company has appropriate and efficient internal control and internal audit systems; 3. To review that the Company complies with laws relating to securities and securities markets, as well as with SET’s rules and regulations and any other laws relating to the Company’s business; 4. To consider, select and propose the appointment of the Company’s statutory auditor and to propose his professional fees; 5. To consider whether the Company discloses correct and adequate information with regards to third party transactions or any transactions with a conflict-of-interest tendency; 6. To include in the Company’s annual report the Audit Committee’s own review result, expressing opinion on the Company’s internal control system, as well as on the preparatory procedure and data disclosure of the financial statements. This review report shall be signed by the audit committee chairman; 7. To report the Audit Committee’s performance to the Company’s Board of Directors at least on a quarterly basis; 8. To participate in the appointment, removal, work assessment and remuneration granting of the internal auditor; and 9. To perform any other work that the Audit Committee agrees to, as may be assigned by the Company’s Board of Directors.

- The Nomination and Remuneration Committee, consisted of 3 directors, having duties and responsibilities as follows: - As Nomination role, to assist in identifying qualified individuals to be nominated as a Director and Chief Executive Officer based on appropriate criterion for approval by the Company’s Board of Directors and/or the General Meeting of Shareholders, as the case may be. As Remuneration role, to study, evaluate and propose the remuneration of Board of Directors and to propose to be approved by the Annual General Shareholders Meeting.

- The Corporate Governance Committee, consisted of 3 directors, to consider and propose practical guidelines and advices of good corporate governance according to the SET and SEC’s regulations to Board of Directors.

Corporate Governance Policy: The Board of Directors have launched the Good Corporate Governance Policy, complied with and regularly reviewed such policy once a year.

Code of Business Conduct: The Company has established Code of Business Conduct as manual for Board of Directors, executive officer and employee to understand and comply with such code thoroughly. Conflict of Interest: The Company’s Board of Directors and Management have been acknowledged and realized the importance of legal and ethical conflict of interest and related transactions guidelines. The company has disclosed, in accordance with the regulations of Stock Exchange of Thailand, such information, detail and reason/necessity, if any in the company’s Annual Report and the 56-1 Form. The Company further uses the Audit Committee, internal auditors, external auditors, and external lawyers to review compliance.


Additionally, in case of any normal businesses or supporting normal business transactions in the future, therefore, the Board of Directors have approved in principle that the management could approve those above transactions, which must be a transaction with the same commercial terms as those an the company would agree with any unrelated counterparty under the similar circumstances, on the basis of commercial negotiation and without any dependent interest resulted from the status of the director, executive or related person according to the Securities and Exchange Act (No.4) B.E. 2551.

Internal controlling system and internal audit, The Company is aware of the inportance of internal control system and establishes the Company’s internal control system to be applied adequately and appropriately for operations in order to protect any potential damages to the Company. The audit committee is responsible to review that the Company has appropriate and efficient internal control and internal audit systems. Through its basic quarterly discussions with the outsourced professional internal Auditor, the experienced External Auditor, and appropriate Management representatives, the Audit Committee, whose members are also well acquainted with accounting and financial issues, is confident that the Company, together with its subsidiaries, are equipped with a dependable system of internal control, of which the outsourced internal audit function constitutes an important integral part. Such review has been reported for Board acknowledgement subsequent to each quarterly meeting of the Audit Committee.

Risk Management The Board of directors gives high priority to the risk management by assign the Company to consistently evaluate company risk factors and analyze the impacts on those risks and implement the measures to counter those risks and regularly report to the Board of directors.

Usage of internal information: The company have measures to respond SET’s policy to prevent unauthorized use of internal material information of the company by its personnel (or related party) or leakage to specific individual or group of the outsiders before generally publicized by the company. In this regard, the Company has announced to all personnel especially at Management level about ethics, reputation and image of the company including rules and methods of SET and SEC regarding such matter and duties to disclose and report about share holding or changing thereof.

The Board of Directors’ Meeting The Board shall prescribe Meeting date in advance which shall be held at least 4 times a year to certify quarterly financial statement of the company. In this regard, the Audit Committee shall review the accuracy and completeness of information disclosed in financial statements and further report to the Board of Directors on quarterly basis.

In addition to those above mentioned Meetings, the company also holds the meetings to consider business operations as deemed necessary including in urgent matters if necessary.

In each meeting, the Chairman of the Board and Chief Executive Officer shall jointly consider several matters to be included in the agendas. For other matters, each director can propose the matter as he deemed important and necessary to the meeting.

The company shall serve invitation letter, agendas and supporting details to the Board for consideration in advance before each meeting. For matter of nondisclosure agendas shall be discussed in the Meeting.

The Chairman of Board of Directors shall allocate times for the Management to propose its concerned matter and the directors shall sufficiently, carefully and thoroughly debate all problems and allow the Board to carefully discreet all issues included in the Meeting.

The Board shall invite senior executives to join in the Meeting to provide information, details and additional information related to those problems to enable the Meeting to know all adequate information.

The company allows non-management independent directors to hold the meeting to jointly discuss all possible issues without participation of the Management.


During the period from January to December 2009, the Company held 7 Board of Directors’ Meetings of both regular and emergency natures which most Board of Directors attended the Meetings except on urgent business or on the oversea business trips.

Name of Director Board Audit Committee Nomination and Good Corporate of Directors Remuneration Governance Committee Committee

Mr. Chavalit Sethameteekul 4/4 - 1/1 - Mr. Thongchai Srisomburananonta 4/4 - 1/1 - Mr. David Richard Nardone 4/4 - - - Mr. Sudhipan Charumani 4/4 4/4 1/1 - Mr. Peter John Edmondson 4/4 4/4 - - Mrs. Punnee Worawuthichongsathit 4/4 4/4 - 2/2 Mr. Vivat Jiratikarnsakul 4/4 - - - Ms. Pattama Horrungruang 4/4 - - 2/2 Mr. Somphong Wanapha 3/4 - - 2/2 Mr. Vikit Horrungruang 4/4 - - -

Self-assessment of Board of Directors The Board of Directors shall regularly conduct self-assessment according to the form of the company to jointly consider their performances and problems to find out appropriate improvement. Remuneration of Directors and Management Remuneration of the Board of Directors including subcommittees have been evaluated and considered by the Nomination and Remuneration Committee to propose to be considered by the Board of Directors and then proposed for an approval in the Annual General Shareholder’s Meeting. Such compensation proposals are based on market trend including data from SET, individual responsibility level and Board performance, as well as the Company’s actual performance and prevailing financial strength. For the top executive level and CEO, compensations are determined by the Executive Committee, taking into account such factors as the basic in-house rates, the prevailing employment environments, work performance or contribution to the Company, the degree of dedication shown and the Company’s own specific needs. These consideration factors are deemed to provide a suitable package for the recruitment and retention of quality personnel for the Company’s benefits. Directors and Managements Development The Board of Directors has policy to promote training and education to the directors, audit committee, management, secretary and employee of the company about corporate governance, business ethics and compliance with quality management system standard ISO 9001:2000 to continuously improve their performances. The company shall, especially, promote the directors and secretary to attend several training courses of Institute of Directors. The company will provide director manual that included all important information about nature and business operation of the company for new director to study and as guidelines for proper implementation.


(MR.CHAVALIT SETHAMETEEKUL) Chairman of the Board of Directors

(MR.DAVID RICHARD NARDONE) President & CEO

REPORT ON RESPONSIBILITIES OF THE BOARD OF DIRECTORS TOWARDS THE FINANCIAL REPORT OF THE YEAR

The Board of Directors of Hemaraj Land and Development Public Company Limited realizes its role and responsibility as the Directors of a listed company in supervising the Company to have the Financial Reports of year 2009 to present sufficient in materiality, relevant and transparent financial and accounting information. Appropriate accounting policies have been put in place and adhered to on a consistent basis according to the generally accepted accounting principle while due consideration has been placed on the process of preparing the Company’s and the Consolidated fiscal year 2009 financial statements including other information that have been included in the annual report of this year. The Audit Committee, who is appointed by the Company’s Board of Directors, comprising of independent directors fully qualified in accordance with the requirement of the Stock Exchange of Thailand have reviewed and ensure accuracy and sufficiency of the financial report including accurate and complete disclosure of connected transactions or transactions with possible conflict of interests. Also, to have sufficient and effective internal control and internal audit system, risk management and appropriate corporate governance and to be compliance with the requirement of the Stock Exchange of Thailand and relevant rules and regulations.

The Company’s Board of Directors is of the opinion that the financial statements and financial reports for the year 2009 of the Company and the Subsidiaries, which have been reviewed by the Audit Committee in conjunction with the management, and audited by the Company’s auditors, reflect accurate financial position, operational results and cash flow status as appropriate in material aspect in accordance with consistent appropriate accounting policies and with generally accepted accounting standards, according to relevant rules and regulations.


AUDIT COMMITTEE REPORT FOR 2009

The Audit Committee of Hemaraj Land And Development Public Company Limited has the following independent non-executive directors as its members:

1) Mr. Sudhipan Charumani Audit Committee Chairman

2) Mr.Peter J. Edmondson Audit Committee Member

3) Mrs. Punnee Worawuthichongsathit Audit Committee Member

The Audit Committee members are qualified in accordance with the rules and regulations for Audit Committees, as issued by the Securities and Exchange Commission and the Stock Exchange of Thailand. The Audit Committee has fulfilled its responsibilities according to the scope and duties assigned by the Board of Directors in compliance with its Charter and official regulations.

Four formal Audit Committee meetings were held in respect of its 2009 financial year duties. By invitation, such meetings were also attended by the internal and external auditors, as well as by members of the company management, inclusive of the Chief Financial Officer, with occasional participations by the President & CEO upon requests. Moreover, the Audit Committee also arranged time to meet with the internal and external auditors without executives of the Company being present.

The activities of the Audit Committee covered the following areas:

1) Review of the interim and annual financial statements of 2009 to verify that the statements were accurate and complete, and that relevant supporting financial information was disclosed. The review was conducted with input from the management and the external auditors. The Audit Committee and external auditors agreed that the financial statements were correct and had been prepared in accordance with generally accepted accounting principles.

2) Review of the internal control system in order to verify that the system was appropriate and effective in meeting its objectives. The review was conducted with input from the internal auditors, coupled with discussions with the external auditors, which did not reveal any significant weaknesses or deficiencies. The Audit Committee and both the internal and external auditors are of the view that the prevailing internal control system meets the requirements of the SET and SEC, and are adequate to safeguard assets and provide sufficient disclosure of information.

3) Review of the internal audit function to ensure its effectiveness and independence. The internal audit function is conducted by a reputable outsourced audit firm. Work is performed in accordance with a program jointly studied and approved on a continuing basis by the Audit Committee, together with the management . The internal auditors report their findings to both the Audit Committee and the management on a quarterly basis, and the Audit Committee believes that the internal audit function of the Company is appropriate, effective and independent.

4) Review of compliance with the Securities and Exchange Acts, other relevant laws and SEC-SET regulations, as well as the Company’s own rules and obligations to external parties. This review, which was performed by the Audit Committee members, with contracted assistance from the internal auditors, did not find any significant instances of non-compliance.


SUDHIPAN CHARUMANI Chairman of the Audit Committee

11th March 2010

5) Review of, and giving opinion on, connected transactions and transactions potentially giving rise to conflicts of interest, together with the aspect of information disclosure on such transactions in compliance with the regulations of the SET and SEC. The Audit Committee and both the internal and external auditors were of the opinion that such transactions had fully and appropriately been disclosed in the financial statements and notes thereto, and were reasonable, of a normal business nature, as well as being beneficial to the Company.

6) Considering the appointment of external auditors and their remuneration for the year 2010, and recommending such to the Board of Directors for submission to the Shareholders’ Annual General Meeting. Having considered past performance, independence and remuneration issues, the Audit Committee was satisfied with audit personnel of the present external audit firm, A.M.T. & Associates, on all counts. The Audit Committee thus recommended that the 2009-external-auditor Mrs. Natsarak Sarochanunjeen (Certified Public Accountant registration number 4563), or Professor Kesree Narongdej (Certified Public Accountant registration number 76) or Mr.Sumit Khuapiboon (Certified Public Accountant registration number 4885), all of A.M.T. & Associates, be appointed the Company’s external auditor for the financial year ending 31st December 2010 at the same remuneration of Bath 1,130,000 as in 2009.

The Audit Committee also agreed to recommend the appointment of Mrs. Natsarak Sarochanunjeen or Professor Kesree Narongdej or Mr.Sumit Khuapiboon or Mr.Chaiyuth Angsuwithaya (Certified Public Accountant registration number 3885) or Mr. Somchai Kanjanawongpaisarn (Certified Public Accountant registration number 3428), each of A.M.T. & Associates, to serve as the external auditor of the Company’s subsidiaries for the 2010 financial year at the same remuneration of Baht 2,700,000 as in 2009.

The present and proposed external auditors have no family, financial interest, employment, investment or business relationship with the Company or any of its subsidiaries, other than in the normal course of audit business.

In summary, the Audit Committee, in the course of discharging its Chartered responsibilities as assigned by the Board of Directors, found that the Company had presented its financial and operational information in a true and fair manner, had appropriate and effective internal controls and audit and risk management, had complied with laws, regulations and obligations, and had disclosed connected transactions correctly. Moreover, the Company continued to emphasize good corporate governance principles, and received a top-classification score in the National CG Committee’s 2009-reports in respect of its AGM conducting and its comparative CG standing amongst Thai listed companies.


To the Shareholders of Hemaraj Land and Development Public Company Limited

I have audited the consolidated balance sheets of Hemaraj Land and Development Public Company Limited and its subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of changes in shareholders’ equity, income and cash flows for the years then ended. I have also audited the financial statements for the same periods of Hemaraj Land and Development Public Company Limited. These financial statements are the responsibility of the Company’s management as to their correctness and completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hemaraj Land and Development Public Company Limited and its subsidiaries and of Hemaraj Land and Development Public Company Limited as of December 31, 2009 and 2008, the results of their operations, and cash flows for the years then ended in conformity with generally accepted accounting principles.

A.M.T. & ASSOCIATES Bangkok, Thailand February 26, 2010

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS’ REPORT

(NATSARAK SAROCHANUNJEEN) C.P.A (THAILAND) Registration No. 4563


CURRENT ASSETS Cash and cash equivalents 6 909,430,084.97 931,687,150.06 525,127,783.23 415,108,255.26 Temporary investments - marketable securities, net 600,342.36 373,145.70 600,342.36 373,145.70 Trade account receivables Related parties, net 7 2,286,088.44 3,439,229.67 29,175,393.14 104,359,620.24 Other parties, net 7 132,980,476.01 133,273,867.96 9,268,004.19 5,389,105.90 Unbilled completed work 7 215,482,928.21 1,096,127,916.22 63,380,832.09 878,770,811.03 Short - term loans and advance to related parties 5 5,627,942.47 - 724,452,492.75 230,223,803.73 Inventory 11,520,000.00 11,760,000.00 11,520,000.00 11,760,000.00 Cost of real estate developments, net 9, 29 and 30 6,371,980,818.17 5,930,412,764.03 1,884,398,188.52 1,723,431,903.75 Other current assets Revenue department receivable 2,171,777.95 34,082,554.44 - - Interest receivables 4,340,592.42 6,750,603.29 4,340,592.42 6,750,603.29 Others 28,019,473.20 23,659,214.16 8,067,948.54 9,278,518.24 Total Current Assets 7,684,440,524.20 8,171,566,445.53 3,260,331,577.24 3,385,445,767.14

NON - CURRENT ASSETS Deposit at financial institution with commitment 6 and 29 2,059,901,000.00 2,059,901,000.00 2,059,901,000.00 2,059,901,000.00 Investments in subsidiaries 5, 10 and 29 - - 2,931,595,206.50 3,172,095,185.50 Investments in associates 2.2, 5, 10, 29 and 30 763,408,020.52 424,844,687.27 640,369,244.04 373,149,970.00 Other long - term investments Related parties, net 11 1,500,000.00 1,500,000.00 - - Other parties, net 11, 29 and 30 142,783,002.50 142,783,002.50 142,500,002.50 142,500,002.50 Assets for rent, net 12 and 29 2,077,394,869.55 2,041,393,509.47 91,324,397.16 94,913,361.33 Property, plant and equipment, net 13 and 29 440,117,205.76 383,552,587.67 94,123,951.27 108,402,629.04 Other non - current assets Leasehold land and land held for commercial purposes, net 14 and 29 314,936,500.00 314,936,500.00 314,936,500.00 314,936,500.00 Sinking fund, net 15 and 30 82,359,744.69 80,657,572.33 21,214,259.95 22,744,797.82 Advance payment for right 30 106,937,302.50 78,422,355.20 106,937,302.50 78,422,355.20 Others, net 6,891,466.15 12,777,715.89 2,935,055.66 3,079,107.04 Total Non - Current Assets 5,996,229,111.67 5,540,768,930.33 6,405,836,919.58 6,370,144,908.43 TOTAL ASSETS 13,680,669,635.87 13,712,335,375.86 9,666,168,496.82 9,755,590,675.57

HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES AS AT DECEMBER 31, 2009 AND 2008

BALANCE SHEETS

BAHT CONSOLIDATED FINANCIAL SEPARATE FINANCIAL STATEMENTS STATEMENTS ASSETS NOTE 2009 2008 2009 2008

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


BALANCE SHEETS (CONTINUED) HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES

AS AT DECEMBER 31, 2009 AND 2008

CURRENT LIABILITIES Short-term loans from financial institutions 16 450,000,000.00 1,135,000,000.00 450,000,000.00 1,135,000,000.00 Trade account payables Related parties 2,921,314.93 3,214,198.02 6,991,431.36 1,601,336.32 Other parties 216,492,490.17 324,094,734.68 9,479,728.02 38,636,444.15 Current portion of long - term loans 19 and 29 719,483,965.00 308,840,336.05 389,805,500.00 50,000,000.00 Current portion of long - term loans by scheduled transfer 19 and 29 311,641,440.00 127,248,706.25 244,885,250.00 - Short - term loans and advance from related parties 5 267,394,103.76 40,000,000.00 237,394,103.76 793,553,232.03 Short - term loans from other parties and other person 17 and 29 450,000,000.00 30,000,000.00 420,000,000.00 - Other current liabilities Unearned income and income received in advance 8 599,683,192.77 1,026,433,466.02 20,178,712.02 41,340,342.66 Accrued interest expenses 5,204,181.87 19,485,905.16 4,895,318.17 19,158,767.08 Accrued expenses 29,329,504.66 70,478,254.94 18,032,693.99 53,493,707.42 Other account payables 6,815,234.01 8,020,309.51 1,155,885.37 135,554.95 Accrued income tax 26 62,921,742.41 284,559,588.47 44,636,676.76 248,172,689.92 Withholding tax payable 12,562,607.03 50,994,493.31 6,872,793.47 43,489,403.03 Dividend payable 21 6,425,129.06 7,918,739.08 6,424,825.22 7,918,718.79 Others 35,337,786.71 47,807,345.08 10,814,358.09 21,685,906.75 Total Current Liabilities 3,176,212,692.38 3,484,096,076.57 1,871,567,276.23 2,454,186,103.10 NON - CURRENT LIABILITIES Long - term loans and advance from related party 5 and 18 - - 1,058,559,125.42 1,113,099,456.01 Other long - term loans, net 19 and 29 1,859,139,214.38 1,852,938,254.68 1,135,114,750.00 900,000,000.00 Other non - current liabilities Retention payables 78,731,424.74 121,957,853.99 27,869,881.94 70,016,521.44 Guarantee received 96,831,540.63 99,902,309.54 5,169,050.00 5,693,737.90 Deferred leasehold right income Related party, net 5 - - 58,363,791.84 60,847,791.80 Other parties, net 5,814,568.18 7,187,076.27 - - Others 5,353,007.81 8,646,273.78 2,705,526.11 4,840,404.21 Total Non - Current Liabilities 2,045,869,755.74 2,090,631,768.26 2,287,782,125.31 2,154,497,911.36 Total Liabilities 5,222,082,448.12 5,574,727,844.83 4,159,349,401.54 4,608,684,014.46

BAHT CONSOLIDATED FINANCIAL SEPARATE FINANCIAL STATEMENTS STATEMENTS LIABILITIES AND SHAREHOLDER’S EQUITY NOTE 2009 2008 2009 2008


142 Annual Report 2009Hemaraj Land And Development Public Company Limited

SHAREHOLDERS’ EQUITY Share capital - Baht 0.40 par value Authorized share capital Common stocks 15,000,000,000 shares 6,000,000,000.00 6,000,000,000.00 6,000,000,000.00 6,000,000,000.00 Issued and paid-up share capital Common stocks 9,705,186,191 shares for the year 2009 3,882,074,476.40 3,752,736,411.60 3,882,074,476.40 3,752,736,411.60 and 9,381,841,029 shares for the year 2008 Warrants 20 - 927,637.64 - 927,637.64 Premium (discount) on common stocks, net 438,704,620.10 475,608,366.36 438,704,620.10 475,608,366.36 Unrealized gain (loss) from changes in carrying amount of available-for-sale securities 321,755.02 94,558.36 321,755.02 94,558.36 Translation of financial statements differences (30,268,955.06) (28,991,779.31) - - Retained earnings Appropriated - legal reserve 21 535,664,645.14 467,851,405.48 378,570,532.18 348,743,645.21 Unappropriated 3,265,337,687.05 3,086,271,483.08 807,147,711.58 568,796,041.94 Total Equity of Parent Company’s Shareholders 8,091,834,228.65 7,754,498,083.21 5,506,819,095.28 5,146,906,661.11 Minority interest 366,752,959.10 383,109,447.82 - - Total Shareholders’ Equity 8,458,587,187.75 8,137,607,531.03 5,506,819,095.28 5,146,906,661.11 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 13,680,669,635.87 13,712,335,375.86 9,666,168,496.82 9,755,590,675.57

BAHT CONSOLIDATED FINANCIAL SEPARATE FINANCIAL STATEMENTS STATEMENTS NOTE 2009 2008 2009 2008

HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES AS AT DECEMBER 31, 2009 AND 2008

BALANCE SHEETS (CONTINUED)


143Annual Report 2009Hemaraj Land And Development Public Company Limited

STATEMENTS OF INCOME HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

REVENUES Sales of land 688,618,386.66 2,847,735,037.85 1,199,909.36 9,779,258.16 Sales of pre-fabricated factory 42,776,200.00 235,544,864.33 - - Sales of condominium (57,472,769.71) 146,294,588.36 (57,472,769.71) 146,294,588.36 Services income 5 1,375,831,672.83 1,262,353,860.48 156,260,762.96 131,966,051.13 Other income Adjustment of accrual for transfer fee and specific business tax 1.3 - 248,230,298.22 - 166,726,760.20 Income from increase of salable area 22 - 76,667,807.84 - 76,667,807.84 Interest income 5 73,798,505.45 46,558,419.42 83,133,604.49 53,441,456.93 Management income 5 33,184,365.20 24,491,748.25 66,754,228.20 56,451,665.04 Commission income 5 - - 246,365.40 82,313,577.59 Dividend income 10 35,966,583.35 46,151,176.28 695,536,334.94 1,019,860,459.99 Gain from sales of investments in subsidiary 5 and 10 - - - 1,124,998.95 Gain on exchange rate 30,122.33 - 33,984,147.92 - Others 29,968,823.69 48,485,658.63 13,134,084.21 10,315,897.03 Total Revenues 2,222,701,889.80 4,982,513,459.66 992,776,667.77 1,754,942,521.22 EXPENSES Cost of land sales 385,271,928.68 1,611,439,703.38 335,239.42 5,829,511.85 Cost of pre-fabricated factory sales 35,654,970.94 158,112,098.31 - - Cost of condominium sales (20,538,302.18) 251,726,411.10 (14,418,302.18) 252,037,103.51 Cost of services 5 789,102,263.82 645,157,478.29 125,621,493.82 95,236,445.75 Selling expenses 59,537,781.15 106,866,490.95 32,975,439.02 44,649,438.97 General and administrative expenses 334,114,552.48 393,800,598.51 193,565,634.31 250,267,694.13 Director remuneration 23 24,335,000.00 29,312,037.00 15,795,000.00 16,922,037.00 Other expenses Share option cancellation expenses - 40,000,000.00 - 40,000,000.00 Written-off deposit for land purchase 30 - 32,829,875.00 - 32,829,875.00 Loss from sales of investments 5 and 11 - 31,840,000.00 - 16,840,000.00 Provision for loss on diminution in value of leasehold land and land held for commercial purposes 14 - 11,200,000.00 - 11,200,000.00 Loss on exchange rate - 59,095.25 - 27,272,674.01 Total Expenses 1,607,478,194.89 3,312,343,787.79 353,874,504.39 793,084,780.22




PROFIT BEFORE SHARE OF PROFITS FROM INVESTMENTS IN ASSOCIATES 615,223,694.91 1,670,169,671.87 638,902,163.38 961,857,741.00 SHARE OF PROFITS FROM INVESTMENTS IN ASSOCIATES 2.2 and 10 80,619,045.21 28,587,363.69 - - PROFIT BEFORE FINANCE COSTS AND INCOME TAX EXPENSES 695,842,740.12 1,698,757,035.56 638,902,163.38 961,857,741.00 FINANCE COSTS 5 (143,753,206.61) (136,958,468.93) (144,660,125.59) (138,417,762.25)PROFIT BEFORE INCOME TAX EXPENSES 552,089,533.51 1,561,798,566.63 494,242,037.79 823,439,978.75 INCOME TAX EXPENSES 26 46,793,493.91 (98,139,254.60) 102,295,701.62 - NET PROFIT 598,883,027.42 1,463,659,312.03 596,537,739.41 823,439,978.75 Profit attributable to: Equity holders of the parent 575,238,626.43 1,342,023,623.30 596,537,739.41 823,439,978.75 Minority interests 23,644,400.99 121,635,688.73 - - 598,883,027.42 1,463,659,312.03 596,537,739.41 823,439,978.75 BASIC EARNINGS PER SHARE 27 Net profit attributable to equity holders of the parent 0.06 0.14 0.06 0.09 Weighted average number of ordinary shares (shares) 9,482,856,164 9,373,466,783 9,482,856,164 9,373,466,783 DILUTED EARNINGS PER SHARE 27 Net profit attributable to equity holders of the parent 0.06 0.14 0.06 0.09 Weighted average number of ordinary shares (shares) 9,482,856,164 9,615,635,613 9,482,856,164 9,615,635,613

HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESFOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

STATEMENTS OF INCOME (CONTINUED)



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riate

d -

lega

l res

erve

21

-

-

-

-

29

,826

,886

.97

(2

9,82

6,88

6.97

) -

-

Divid

end

paid

21

-

-

-

-

-

(328

,359

,182

.80)

-

(3

28,3

59,1

82.8

0)Ex

ercis

e of

war

rant

20

129,

338,

064.

80

(927

,637

.64)

(3

6,90

3,74

6.26

) -

-

-

-

91

,506

,680

.90

Endi

ng b

alan

ce a

s of D

ecem

ber 3

1, 2

009

3,

882,

074,

476.

40

-

438,

704,

620.

10

321,

755.

02

378,

570,

532.

18

807,

147,

711.

58

-

5,50

6,81

9,09

5.28

Be

ginn

ing

bala

nce

as o

f Jan

uary

1, 2

008

3,

741,

684,

198.

40

1,00

5,89

8.58

47

8,76

2,87

7.78

(3

1,73

8,15

4.44

) 30

7,57

1,64

6.27

2,1

65,1

84,9

69.1

1 (1

,675

,275

,058

.03)

4,9

87,1

96,3

77.6

7 R

ever

sal o

f cum

ulat

ive e

ffect

of t

he ch

ange

in a

ccou

ntin

g po

licy

from

equ

ity m

etho

d to

cost

met

hod

for i

nves

tmen

t in

subs

idia

ries

-

-

-

-

(1,6

75,2

75,0

58.0

3) 1

,675

,275

,058

.03

-

B

alan

ce a

fter a

djus

tmen

t

3

,741

,684

,198

.40

1,

005,

898.

58

478,

762,

877.

78

(31,

738,

154.

44)

307,

571,

646.

27

489

,909

,911

.08

-

4,

987,

196,

377.

67

Unr

ealiz

ed g

ain

from

chan

ges i

n ca

rryin

g am

ount

of

av

aila

ble-

for-

sale

secu

ritie

s

-

-

-

31

,832

,712

.80

-

-

31

,832

,712

.80

-

Net p

rofit

-

-

-

-

82

3,43

9,97

8.75

-

8

23,4

39,9

78.7

5 Ap

prop

riate

d -

lega

l res

erve

21

-

-

-

-

41,1

71,9

98.9

4

(41,

171,

998.

94)

-

-

Divid

end

paid

21

-

-

-

-

-

(7

03,3

81,8

48.9

5)

-

(703

,381

,848

.95)

Exer

cise

of w

arra

nt

20

11

,052

,213

.20

(7

8,26

0.94

) (3

,154

,511

.42)

-

-

-

-

7,

819,

440.

84

Endi

ng b

alan

ce a

s of D

ecem

ber 3

1, 2

008

3,

752,

736,

411.

60

927,

637.

64

475

,608

,366

.36

94

,558

.36

34

8,74

3,64

5.21

56

8,79

6,04

1.94

-

5

,146

,906

,661

.11

HEM

ARAJ

LAN

D A

ND D

EVEL

OPM

ENT

PUB

LIC

COM

PANY

LIM

ITED

AND

ITS

SUB

SIDI

ARIE

S F

OR T

HE Y

EARS

END

ED D

ECEM

BER

31, 2

009

AND

2008

STAT

EMEN

TS O

F CH

ANGE

S IN

SHA

REHO

LDER

S’ E

QUIT

Y

The

acco

mpa

nyin

g no

tes

to fi

nanc

ial s

tate

men

ts a

re a

n in

tegr

al p

art o

f the

se s

tate

men

ts.

SEPA

RATE

FIN

ANCI

AL S

TATE

MEN

TS


BAHT

Eq

uity

of P

aren

t Com

pany

’s S

hare

hold

ers

Un

real

ized

Rat

aine

d ea

rnin

g

ga

in (l

oss)

from

Prem

ium

ch

ange

s in

Tr

ansl

atio

n of

Tota

l

Issu

ed a

nd

(d

isco

unt)

ca

rryi

ng a

mou

nt o

f

finan

cial

Equ

ity o

f Par

ent

paid

-up

W

arra

nts

on

com

mon

av

aila

ble-

for-

sale

st

atem

ents

Ap

prop

riate

d

Com

pany

’s

Min

ority

NO

TE

shar

e ca

pita

l

stoc

ks, n

et

sec

uriti

es

diff

eren

ces

le

gal r

eser

ve

Una

ppro

pria

ted

Sh

areh

olde

rs

inte

rest

To

tal

Begi

nnin

g ba

lanc

e as

of

J a

nuar

y 1,

200

9

3,

752,

736,

411.

60

927

,637

.64

47

5,60

8,36

6.36

94

,558

.36

(2

8,99

1,77

9.31

) 46

7,85

1,40

5.48

3,0

86,2

71,4

83.0

8 7

,754

,498

,083

.21

383

,109

,447

.82

8,1

37,6

07,5

31.0

3

Unre

alize

d ga

in fr

om c

hang

es in

c a

rryin

g am

ount

of a

vaila

ble-

fo

r-sa

le s

ecur

ities

-

-

-

227,

196.

66

-

-

-

2

27,1

96.6

6

- 2

27,1

96.6

6

Tran

slatio

n of

fina

ncia

l sta

tem

ents

diff

eren

ces

-

-

-

-

(1

,277

,175

.75)

-

-

(1

,277

,175

.75)

-

(1,2

77,1

75.7

5)

Tran

sact

ion

not r

ecog

nize

d in

the

stat

emen

ts o

f inc

ome

-

-

22

7,19

6.66

(1

,277

,175

.75)

-

- (1

,049

,979

.09)

-

(1,0

49,9

79.0

9)

Net p

rofit

-

-

-

-

-

-

575,

238,

626.

43

575,

238,

626.

43

23,6

44,4

00.9

9 5

98,8

83,0

27.4

2

Appr

opria

ted

- le

gal r

eser

ve

21

- -

- -

- 6

7,81

3,23

9.66

(6

7,81

3,23

9.66

) -

-

-

Divid

end

paid

21

-

-

-

-

-

-

(328

,359

,182

.80)

(32

8,35

9,18

2.80

) -

(3

28,3

59,1

82.8

0)

Decr

ease

in m

inor

ity d

urin

g th

e ye

ar

-

-

-

-

-

-

-

-

(21

.00)

(2

1.00

)

Divid

end

from

sub

sidia

ries

paid

to m

inor

ity

-

-

-

-

-

-

-

-

(40,

000,

868.

71)

(40,

000,

868.

71)

Exer

cise

of w

arra

nt

20

129,

338,

064.

80

(927

,637

.64)

(3

6,90

3,74

6.26

) -

-

-

-

9

1,50

6,68

0.90

-

91,5

06,6

80.9

0

Endi

ng b

alan

ce a

s of

Dec

embe

r 31,

200

9

3,

882,

074,

476.

40

-

438,

704,

620.

10

321,

755.

02

(30,

268,

955.

06)

535,

664,

645.

14 3

,265

,337

,687

.05

8,0

91,8

34,2

28.6

5 3

66,7

52,9

59.1

0 8

,458

,587

,187

.75

Begi

nnin

g ba

lanc

e as

of J

anua

ry 1

, 200

8

3,

741,

684,

198.

40

1,0

05,8

98.5

8

478

,762

,877

.78

(31

,738

,154

.44)

(2

8,66

3,38

1.84

) 42

2,72

2,61

0.39

2,4

92,7

58,5

03.8

2 7

,076

,532

,552

.69

541

,474

,411

.68

7,61

8,00

6,96

4.37

Unre

alize

d ga

in fr

om c

hang

es in

car

ryin

g am

ount

of

av

aila

ble-

for-

sale

sec

uriti

es

-

-

-

31

,832

,712

.80

-

-

-

31,8

32,7

12.8

0

-

31

,832

,712

.80

Curre

ncy

trans

latio

n di

ffere

nces

-

-

-

-

(3

28,3

97.4

7)

-

-

(328

,397

.47)

-

(328

,397

.47)

Net l

oss

not r

ecog

nize

d in

the

stat

emen

ts o

f inc

ome

-

-

31

,832

,712

.80

(3

28,3

97.4

7)

-

-

31

,504

,315

.33

-

3

1,50

4,31

5.33

Net p

rofit

-

-

-

-

-

-

1

,342

,023

,623

.30

1,3

42,0

23,6

23.3

0 1

21,6

35,6

88.7

3 1

,463

,659

,312

.03

Appr

opria

ted

- le

gal r

eser

ve

21

-

-

-

-

4

5,12

8,79

5.09

(4

5,12

8,79

5.09

) -

-

-

Divid

end

paid

21

-

-

-

-

-

-

(703

,381

,848

.95)

(70

3,38

1,84

8.95

) -

(703

,381

,848

.95)

Incr

ease

in m

inor

ity d

urin

g th

e ye

ar

-

-

-

-

-

-

-

-

63.0

0 6

3.00

Divid

end

from

sub

sidia

ries

Paid

to m

inor

ity

-

- -

- -

- -

- (2

80,0

00,7

15,.5

9) (

280,

000,

715,

.59)

Exer

cise

of w

arra

nts

20

11

,052

,213

.20

(7

8,26

0.94

) (3

,154

,511

.42)

-

-

-

- 7,

819,

440.

84

-

7,81

9,44

0.84

Endi

ng b

alan

ce a

s of

Dec

embe

r 31,

200

8

3,

752,

736,

411.

60

927,

637.

64

475,

608,

366.

36

94,5

58.3

6

(28,

991,

779.

31)

467,

851,

405.

48 3

,086

,271

,483

.08

7,7

54,4

98,0

83.2

1 3

83,1

09,4

47.8

2 8

,137

,607

,531

.03

HEM

ARAJ

LAN

D A

ND D

EVEL

OPM

ENT

PUB

LIC

COM

PANY

LIM

ITED

AND

ITS

SUB

SIDI

ARIE

S F

OR T

HE Y

EARS

END

ED D

ECEM

BER

31, 2

009

AND

2008

STAT

EMEN

TS O

F CH

ANGE

S IN

SHA

REHO

LDER

S’ E

QUIT

Y CO

NSOL

IDAT

ED F

INAN

CIAL

STA

TEM

ENTS

The

acco

mpa

nyin

g no

tes

to fi

nanc

ial s

tate

men

ts a

re a

n in

tegr

al p

art o

f the

se s

tate

men

ts.

CONS

OLID

ATED

FIN

ANCI

AL S

TATE

MEN

TS


STATEMENTS OF CASH FLOWS HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES

FOR THE YEARS END DECEMBER 31, 2009 AND 2008


CASH FLOWS FROM OPERATING ACTIVITIES Net profit 598,883,027.42 1,463,659,312.03 596,537,739.41 823,439,978.75 Adjustments to reconcile net profit to net cash provided by (used in) Allowance for doubtful accounts 1,356,103.56 873,263.23 1,558,600.82 324,524.59 Share of profits from investments in associates 2.2 and 10 (80,619,045.21) (28,587,363.69) - - Adjustment of accrual for transfer fee and specific business tax 1.3 - (248,230,298.22) - (166,726,760.20) Income from increase of salable area 22 - (76,667,807.84) - (76,667,807.84) Provision (reversal) of impairment on assets - 11,200,000.00 - 11,200,000.00 Loss (gain) on exchange rate - - (33,915,610.59) 26,280,259.80 Gain from sales of equipment (1,862,605.82) (159,394.64) (775,697.93) (93,040.50) Donation of equipment 2,957,619.47 3,130,012.50 2,957,619.47 - Gain from sales of investments in subsidiary 5 and 10 - - - (1,124,998.95) Loss from sales of investments 5 and 11 - 31,840,000.00 - 16,840,000.00 Depreciation of assets 12 and 13 169,960,500.15 151,261,750.36 22,015,880.53 22,149,038.99 Amortization of sinking fund 15 5,077,961.10 4,538,071.32 1,530,537.87 1,530,537.92 Provision for maintenance 4,639,857.92 (1,842,288.86) 74,522.47 2,931,114.79 Provision for unclaimed withholding tax deduct at source 1,942,929.98 - - - Adjustment of retention payable (1,002,190.75) - (1,002,190.75) - Dividend income 10 (35,966,583.35) (46,151,176.28) (695,536,334.94) (1,019,860,459.99) Written-off deposit for land purchase 30 - 32,829,875.00 - 32,829,875.00 Realization of deferred leasehold right income - related party 5 - - (2,483,999.96) (1,252,208.20) Realization of deferred leasehold right income - others (1,372,508.09) (1,372,508.04) - - Finance costs 5 143,753,206.61 136,958,468.93 144,660,125.59 138,417,762.25 Income tax expenses 26 (46,793,493.91) 98,139,254.60 (102,295,701.62) - 760,954,779.08 1,531,419,170.40 (66,674,509.63) (189,782,183.59) Decrease (increase) in operating assets : Account receivables - related parties 1,153,141.23 (1,394,292.42) 75,184,227.10 (9,676,036.97) Account receivables - other parties (1,062,711.61) 25,529,631.06 (5,437,499.11) 18,721,174.96 Unbilled completed work 880,644,988.01 2,696,978,184.08 815,389,978.94 2,134,570,625.89 Inventory 240,000.00 1,680,000.00 240,000.00 1,680,000.00 Cost of real estate developments (459,654,295.91) 143,539,830.66 (159,799,082.31) (126,652,140.24) Other current assets 31,511,183.52 (37,838,600.14) 3,620,580.57 (9,988,596.35) Other non - current assets (24,571,627.54) (34,866,850.26) (28,370,895.92) (36,851,170.61)





STATEMENTS OF CASH FLOWS (CONTINUED)

Increase (decrease) in operating liabilities : Trade account payables - related parties (292,883.09) 854,395.02 5,390,095.04 (7,578,846.28) Trade account payables - other parties (107,602,244.51) 69,764,608.72 (29,156,716.13) (22,392,401.92) Unearned income and income received in advance (426,750,273.25) 781,017,388.08 (21,161,630.64) 15,644,919.37 Accrued expenses (41,148,750.28) 30,061,790.13 (35,461,013.43) 34,045,637.07 Other account payables (1,205,075.50) (25,767,875.93) 1,020,330.42 (940,161.57) Accrued specific business tax and transfer fee (344,768.73) (28,340,518.08) (1,326,513.32) (20,660,347.35) Other current liabilities (55,196,533.84) 39,552,888.59 (46,213,436.35) 36,515,884.98 Retention payables (42,224,238.50) (38,675,555.75) (41,144,448.75) (20,714,987.34) Guarantee payable (3,070,768.91) 12,056,571.28 (524,687.90) 1,059,637.90 Deferred leasehold right income - - - 62,100,000.00 Other non - current liabilities (3,293,265.97) 1,741,450.49 (2,134,878.10) (261,016.71) Cash Provided by (Used in) Operating Activities 508,086,654.20 5,167,312,215.93 463,439,900.48 1,858,839,991.24 Cash paid for finance costs (216,739,384.17) (237,530,395.22) (168,649,632.28) (122,095,880.58) Cash paid for corporate income tax (176,395,007.35) (177,604,754.67) (101,240,311.54) (49,196,003.18) Net Cash Provided by (Used in) Operating Activities 114,952,262.68 4,752,177,066.04 193,549,956.66 1,687,548,107.48



CASH FLOWS FROM INVESTING ACTIVITIES Cash received from sales of the investments in securities - 1,320,000.00 - 1,320,000.00 (Increase) decrease in short - term loans and advance to related parties (5,627,942.47) 15,092,491.00 (580,658,648.28) 261,346,325.07 (Increase) decrease in investments in subsidiaries - - 240,499,979.00 (580,499,937.00) Increase in investments in associate (267,219,274.04) (78,400,000.00) (267,219,274.04) (78,400,000.00) Cash received from sales of investment in subsudiary - - - 76,124,928.95 Cash received from sales of investment in associate - 20,092,203.04 - 20,092,203.04 Cash received from sales of investment in other company - - - 15,000,000.00 Dividend received from subsidiaries - - 737,774,717.85 912,185,340.02 Dividend received from associates 9,274,986.00 999,990.00 9,274,986.00 999,990.00 Dividend received from other companies 35,966,583.35 46,151,176.28 34,916,590.35 45,101,183.26 Increase in deposit at financial institution with commitment - (2,059,901,000.00) - (2,059,901,000.00) Cash received from sales of building and equipment 1,862,616.82 163,813.08 775,700.93 97,457.94 Increase in building and equipment (113,031,157.23) (73,158,645.14) (4,170,972.61) (8,578,792.23) Increase in assets for rent (70,326,192.15) (44,072,620.14) - (766,916.00) Increase in sinking fund (6,780,133.46) (14,566,093.41) - - Net Cash Provided by (Used in) Investing Activities (415,880,513.18) (2,186,278,685.29) 171,193,079.20 (1,395,879,216.95)

CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans from financial institutions (685,000,000.00) 775,000,000.00 (685,000,000.00) 775,000,000.00 Increase in short - term loans from other parties and other persons 420,000,000.00 - 420,000,000.00 - Increase (decrease) in short - term loans and advance from related parties 222,058,040.39 (39,904,007.61) (550,557,892.42) 719,842,159.76 Decrease in long - term loans from related party - - (20,624,720.00) (13,673,800.00) Increase (decrease) in other long - term loans 601,237,322.40 (1,691,498,481.64) 819,805,500.00 (674,389,595.86) Proceeds from exercise of warrants 91,506,680.90 7,819,440.84 91,506,680.90 7,819,440.84 Cash paid for dividend 21 (329,852,792.82) (979,822,732.19) (329,853,076.37) (979,822,732.19) Dividend paid to minority interest (40,000,868.71) (280,000,715.59) - - Cash received from minority interest (21.00) 63.00 - - Net Cash Provided by (Used in) Financing Activities 279,948,361.16 (2,208,406,433.19) (254,723,507.89) (165,224,527.45) Translation of financial statements differences (1,277,175.75) (328,397.47) - -

Increase (decrease) in cash and cash equivalents, net (22,257,065.09) 357,163,550.09 110,019,527.97 126,444,363.08 Cash and cash equivalents, beginning of years 931,687,150.06 574,523,599.97 415,108,255.26 288,663,892.18 Cash and cash equivalents, end of years 6 909,430,084.97 931,687,150.06 525,127,783.23 415,108,255.26


STATEMENTS OF CASH FLOWS (CONTINUED)

HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008


NOTES TO FINANCIAL STATEMENTS


1. GENERAL INFORMATION 1.1 General matter On August 15, 1988, Hemaraj Land and Development Public Company Limited (“the Company”) was

incorporated under the Civil and Commercial Code of Thailand and was subsequently listed on the Stock Exchange of Thailand and transformed as a Public Company Limited on July 10, 1992 and July 12, 1993, respectively.

The Company, which is the parent company of Hemaraj Group, operates its business as a real estate developer as follows:

1. Industrial estate development projects located in the Eastern Seaboard of Thailand. The projects are operating under the joint operation agreements with the Industrial Estate Authority of Thailand (“IEAT”), in the names of the Company and its 3 subsidiaries as follows:

Company Name Industrial Estate Site Location Hemaraj Land and Development Plc. Hemaraj Chonburi Sriracha district, Chonburi province

Eastern Industrial Estate Co., Ltd. Hemaraj Eastern (Map Ta Phut) Muang district, Rayong province

Eastern Seaboard Industrial Estate (Rayong) Co., Ltd. Eastern Seaboard (Rayong) Pluak Daeng district,

Rayong province

Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd. Hemaraj Eastern Seaboard Pluak Daeng district,

Rayong province

2. A condominium for sale being developed under the Company’s name is called “The Park Chidlom”, which located at Chidlom Road, Bangkok.

3. Service business related to the mentioned industrial estates consisting of service providing for public utilities, office building and prefabricated factory for sale and lease, land rental, commercial plaza rental, pipe rack rental in Industrial Estates, building contractor and others.

Hemaraj Group’s head office is located at 18th floor, UM Tower, 9 Ramkhamhaeng Road, Suanluang subdistrict, Suanluang district, Bangkok, Thailand 10250.

1.2 The Central Administrative Court ordered to suspend the construction of 76 projects in Rayong Province Reference is made to the injunction of the Central Administrative Court, ordering 8 government authorities

to order the temporary suspension of the projects or activities altogether 76 projects in Rayong Province until the Court renders a judgment or an order otherwise except the projects or activities which had received the permits before the effectiveness of the Constitution of Thailand B.E.2550 and the projects or activities which are not required the Environmental Impact Assessment according to the Declaration of the Ministry of Natural Resources and Environment dated June 16, 2009. On December 2, 2009, the Supreme Administrative Court has an order amending the injunction order of the Central Administrative Court’s the temporary suspension of the 76 projects to release 11 projects from such suspension and remain other 65 projects suspended in which if the suspending 65 projects have an operation under Constitutional Law of Thailand B.E. 2550 section 67 paragraph 2, the effected projects could submit a motion to release from such temporary suspension. In January 2010, one of the subsidiary’s project which is effected from the court order, had requested the Industrial Estate Authority of Thailand (IEAT) to consider whether the obtaining of Industrial Estate permission for these expansion land from IEAT since September 2006 are considered to be such permission by the government allowing according to the specific law, which means that such project has obtained the permission before the Constitution Announcement (B.E. 2550) as the Central Administrative Court’s order in December 2009, and it was informed by IEAT that the company is the one who has obtained the permission in the mean of Administrative Court’s consideration.



1.3 Transfer fee and specific business tax Due to the Royal Decree issued pursuant to the Revenue Code relating to the reduction of tax (No. 472

B.E. 2551 and No. 488 B.E. 2552), Announcement of Interior Ministry relating to collection of fees for registration and transfer pursuant to the Land Law in case of the promotion of sale and purchase of real estates according to the criteria set by the cabinet and Announcement of Interior Ministry relating to the collection of fees for registration of condominium unit in case of the promotion sale and purchase of condominium unit according to the criteria set by the cabinet to reduce specific business tax from 3.3% to 0.11% and reduce registration fees for transfer real estates from 2% to 0.01% for registration made during March 28, 2008 until March 28, 2010, the Company and subsidiaries have revised effect from such measures by making adjustment of accrual for transfer fee and specific business tax in statements of income for the year ended December 31, 2008 in the amount of Baht 248.23 million (separate financial statement : Baht 166.73 million).

1.4 Adoption of new accounting standards In May 2009, the Federation of Accounting Professions (FAP) has issued Notifications No. 12/2552

regarding the renumbering of Thai Accounting Standards to match correspondingly with the International Accounting Standards. Therefore the numbers of Thai Accounting Standards as used in these financial statements are corresponding to those according to this notification.

The Federation of Accounting Professions (FAP) has issued Notifications No. 86/2551 and 16/2552 regarding Accounting Standards, Financial Reporting Standards and Accounting Practice Guidances which have been published in the Royal Gazette as follows :

1) Accounting standards, financial reporting standard and accounting practice guidances which are effective for year 2009 as follows :

Framework for the Preparation and Presentation of Financial Statements (revised 2007) Accounting Standard No. 36 Impairment of Assets (revised 2007) Financial Reporting Standard No. 5 Non - Current Assets Held for Sale and Discontinued Operations (revised 2007) Accounting Practice Guidance for Leasehold Right Accounting Practice Guidance for Business Combinations under Common Control These accounting standards, financial reporting standard and accounting practice guidances become

effective for financial statements for fiscal years beginning on or after January 1, 2009. However, compliance with these accounting standards, financial reporting standard and accounting

practice guidances does not have any significant impact on the financial statements for the current period. 2) Accounting standards which are not effective for the current year as follows :

Effective date

Accounting Standard No. 20 Accounting for Government Grants

and Disclosure of Government Assistance January 1, 2012

Accounting Standard No. 24 Related Party Disclosures (revised 2007) January 1, 2011

Accounting Standard No. 40 Investment Property January 1, 2011

The management of the Company is still evaluating the effect of these accounting standards as to their effect to the financial statements for the year in which they are initially applied.


2. BASIS OF CONSOLIDATED FINANCIAL STATEMENT PRESENTATION 2.1 Basis for preparation of financial statements The financial statements of the company have been prepared in accordance with generally accepted

accounting standards including related interpretations and guidelines promulgated by the Federation of Accounting Professional.

The Company’s financial statements are prepared in the Thai language as required by Thai law, and translated into English for the convenience of a reader of the financial statements.

Certain amounts in the 2008 financial statements have been reclassified to conform to the 2009 financial statement presentation, without effect on previously reported net profit and shareholders’ equity.

2.2 Basis for preparation and presentation of consolidated financial statements The consolidated financial statements incorporate the financial statements of the Company and its majority

owned directly and indirectly (over 50% of their paid-up capital) in subsidiaries and are prepared on the same basis as the consolidated financial statements for the year ended December 31, 2008. There have been no significant changes in the composition of the Group during the current period.

All subsidiaries were registered and incorporated in Thailand except H-International (BVI) Company Limited and Hemaraj International Limited which were incorporated in British Virgin Islands and Cayman Islands, respectively.

In addition, the consolidated and the Company’s financial statements for the years ended December 31, include share of profits (losses) from associates as follows:

MILLION BAHT 2009 2008

Cofely (Thailand) Company Limited (Formerly known as “Elyo-H Facilities Management Limited”) 3.60 2.76SIL Industrial Land Company Limited (Consolidated financial statements) 14.85 6.14GHECO - One Company Limited 74.25 19.69Houay Ho Thai Company Limited (Consolidated financial statements) (12.08) -Total 80.62 28.59

Based on the information from the financial statements which were audited by other auditors.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 3.1 The measurement bases used in preparing the financial statements Other than those disclosed in other topics, significant accounting policies and other notes to the financial

statements, the financial statements are prepared on the historical cost basis. 3.2 Cash and cash equivalents Cash and cash equivalents represent cash on hand and at banks, and temporary investments net of cash

at banks pledged as collateral. 3.3 Temporary investments Available-for-sale securities consist of investments in marketable securities, which are stated at fair

value (net of allowance for investments revaluation). Gain (loss) on investment revaluation is included in the equity. 3.4 Trade account receivables and allowance for doubtful accounts Trade account receivables are stated at net realizable value. The Company and subsidiaries provide

allowance for doubtful accounts for estimated losses that may incurred in collection of receivables. The allowance for doubtful accounts is generally considered from collection experience and aging analysis.

Allowance for doubtful accounts is based on receivables from services which are overdue by more than 90 days.

3.5 Inventories Inventories are valued at the lower of cost (the average cost method) or net realizable value.


3.6 Cost of real estate developments Cost of real estate developments consists of land costs, development costs, pre-fabricated factory costs,

condominium construction costs, and finance costs on loans for projects development, pre- fabricated factory, condominium construction, land deposits and advances for construction costs. These costs are transferred to cost of sales when revenue from sales is recognized.

Cost of real estate developments is stated at the lower of cost or net realizable value. Loss on projects revaluation is included in the statements of income. 3.7 Capitalization of borrowing costs Borrowing costs are expensed in the period in which they are incurred, except borrowing costs of long

term loan and loan from other parties in relation to the cost of real estate should be treated as part of the cost of the relevant assets. Capitalization should cease when substantially all of the activities necessary to prepare the asset for its intended use or sale are completed and should be suspended during periods in which active development is interrupted. The Company and its subsidiaries will recognize impairment loss when the carrying amount of an asset exceeds its recoverable amount.

3.8 Investments and loans Investments A. Investments in subsidiaries and associates are recorded by using the cost method. B. Other investments represent investments in related and other companies which are stated at cost

net of provision for impairment loss. Impairment loss on other investments is included in the statements of income. Loans The Company and its subsidiaries have recorded allowance for doubtful debts by using uncollectible

amounts, based on a review of the current financial status and the repayment ability. The recognition of interest income is ceased when overdue by more than 180 days.

3.9 Assets for rent Land for rent is stated at cost. Assets for rent, excepted land, are stated at cost less accumulated

depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets of 15 years for pipe rack and 20 years for building. No depreciation is provided for land for rent.

3.10 Property, plant and equipment Land is stated at cost. Property, plant and equipment are stated at cost less accumulated depreciation

and provision for impairment loss. Motor vehicles under financial lease are stated at fair value less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets of 5 years for equipment and 20 years for building and structures. No depreciation is provided for land.

3.11 Leasehold right and land held for commercial purposes Leasehold right and land held for commercial purposes consist of land leasehold right, land costs,

development costs and capitalized finance costs on loans for undeveloped projects and projects which were temporarily suspended from development.

Leasehold land and land held for commercial purposes are stated at the lower of cost or net realizable value.

Loss on projects revaluation is included in the statements of income. 3.12 Sinking fund The Company and its subsidiaries have recorded a fund for the major maintenance and replacement

of utilities systems and facilities for the customers in the industrial estate, under the joint operating agreements with the Industrial Estate Authority of Thailand (“IEAT”) to be Deferred Sinking Fund and has recorded amortization to be cost of services by the straight-line method over 20 years of useful lives.


3.13 Deferred interest expense on hire-purchase agreement Deferred interest expense on hire-purchase agreement, which is amortized according to the effective

rate, presented net from hire-purchase payable. 3.14 Impairment of assets The Company and its subsidiaries have evaluated the impairment of properties, plant and equipment

and other assets when the event is occurred or there is the situational change, which indicates that the recoverable amount of assets will be lower than their book value. The Company and its subsidiaries will recognize the loss from impairment as an expense in the statements of income.

3.15 Unearned income and income received in advance Unearned income and income received in advance represents the amounts received from real estate

and condominium sales contracts, in excess of the revenue recognized by using the percentage of completion method, and from utilities and rental income received in advance.

3.16 Employee benefits Salaries, wages, bonuses, contributions to the social security fund and provident fund and other benefits

are recognized as expenses when incurred. The Company and its subsidiaries do not recognize liabilities in respect of employee benefit potentially

payable under the Thai Labour Law. 3.17 Deferred leasehold right income Deferred leasehold right income represents leasehold right received from rental of land, building, pipe

rack and leasehold right income to produce and distribute the industrial water which are recognized as revenue over the period of rental contract.

3.18 Revenue and expense recognition Other than those disclosed in other topics, the policy of the Company and its subsidiaries on revenue

and expense recognition are as follows: A. Recognition of revenue and cost of land sales Revenue from land sales are recognized upon signing of contract and receiving of installments by

the percentage of completion method, using the ratio of actual development costs incurred to total estimated development costs for each projects excluding land cost. Cost of sales is calculated from the realized sales contracts based on the ratio of total estimated project costs to total estimated project sales of each projects.

Total estimated costs and sales of each project shall be revised when there are significant changes in the estimated costs and expected sales price of each project.

B. Recognition of revenue and cost of pre-fabricated factory sales Revenue and cost of pre-fabricated factory sales are recognized upon signing of sales contract on

the percentage of completion method. C. Recognition of revenue and cost of condominium sales The Company recognizes the revenue and cost of condominium sales by the percentage of completed

work which is based on the proportion of actual costs (excluding cost of land) to the total estimated costs which are estimated by the Company’s engineer advisor. The Company recognizes revenue when sales contracts have been executed not less than 40% of the area opened for sales and collection received exceeds 20% of each contract value, and the progress of completed construction work is more than 10%.

D. Recognition of income and cost of services Income and cost of services are recognised on the accrual basis. Service income represents income

received from providing of public utilities, potable water, raw water and reused water, waste water treatment processing, additional work in building construction and rental services in respect of land, commercial plaza, warehouse, factory, resident and pipe rack to the Industrial Estate, training center and business center. Cost of services represents cost incurred from providing of such services.


Revenue and cost from mini and micro pre-fabricated factory construction are recognized upon signing of contract and receiving of installments by the percentage of completion method.

The recognition of income from public utilities service is ceased when the customers cease their business operations and have payment difficulties.

E. Other incomes and expenses. Other incomes, selling and administration expense, finance costs and other expenses are recognized

on the accrual basis. 3.19 Accounts in foreign currency A. The financial statements of our overseas subsidiary are translated into Baht for consolidation

purposes using rates of exchange as follows: A.1 Assets and liabilities are translated at the average selling and purchasing price of exchange

rate at the end of the year. A.2 Revenues and expenses are translated at the average selling and purchasing price of exchange

rate at the end of each month. A.3 Share capital is translated at the exchange rate on the transaction date. Translation of financial statements differences of foreign financial statements are included under

shareholders’ equity. B. Other foreign currency transactions occurring during the year are converted into Baht at the rates

prevailing on the dates of the transactions. Assets and liabilities at the end of the year are converted into Baht at the rates of exchange on that date.

Gain and loss on exchange rate is included in the statements of income. 3.20 Corporate income tax Corporate income tax is recognized on the accrual basis. 3.21 Earnings per share Basic earnings per share is computed by dividing net profit attributable to ordinary shareholders for

the year by the weighted average number of ordinary shares issued and paid up during the year. Diluted earnings per share is computed by dividing net income attributable to ordinary shareholders

for the year, as adjusted for the effect of dilutive ordinary shares, by the weighted average number of ordinary shares paid up and issued during the year plus the number of dilutive ordinary shares.

4. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires

management to make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates affect reported amounts and disclosures and actual results could differ.

5. TRANSACTIONS WITH RELATED PARTIES The Company has certain transactions with its related parties. Significant balances and inter-company

transactions are eliminated from the consolidated financial statements. Such transactions, which have been concluded on the term and the basis agreed between the relevant parties. Certain loans between each party are related to the business jointly operated.


Enterprises that directly or indirectly through one or more intermediaries, control, or under common control with the Company by through same shareholders and co-directors as at December 31, were as follows:

PERCENTAGE OF HOLDING

COMPANY NAME TYPE OF BUSINESS RELATIONSHIP 2009 2008

Subsidiaries

Eastern Industrial Estate Company Limited Industrial Estate Common shareholders 99.99 99.99

Development and co-directors

Eastern Seaboard Industrial Estate Industrial Estate ,, 60.00 60.00

(Rayong) Company Limited Development

Hemaraj Eastern Seaboard Industrial Estate Industrial Estate ,, 99.99 99.99

Company Limited Development

Eastern Pipeline Services Company Limited Pipe Rack Rental ,, 99.99 99.99

H-International (BVI) Company Limited Holding Company ,, 100.00 100.00

Hemaraj International Limited Holding Company ,, 100.00 100.00

H-Construction Management and Design and Construction ,, 99.99 99.99

Engineering Company Limited Supervision Service

The Park Residence Company Limited Real Estate Development ,, 99.99 99.99

and Service Management

Hemaraj Water Company Limited Water Resources Development ,, 99.99 99.99

and Management

SME Factory Company Limited Sell and Lease of Factory ,, 99.99 99.99

H - Phoenix Property Company Limited Condominium office ,, 99.99 99.99

for sales, rent and services

Hemaraj Clean Water Company Limited Produce and distribute the ,, 99.99 99.99

industrial water

Associates

Cofely (Thailand) Company Limited Facilities Management Common shareholders 39.99 39.99

(Formerly known as “Elyo-H Facilities Service and co-directors

Management Limited”)

GHECO - One Company Limited Electricity and Power Generation ,, 35.00 35.00

SIL Industrial Land Company Limited Industrial Estate Development ,, 25.00 25.00

Rayong Industrial Land Company Limited Industrial Estate Development ,, 25.00 25.00

Houay Ho Thai Company Limited Holding Company ,, 51.00 -

Houay Ho Power Company Limited Electricity and Power Generation ,, 12.75 -

Related Companies

Sriracha Harbor Public Company Limited Port Service and Transportation Common shareholders 6.40 6.40

and co-directors

Eastern Fluid Transport Company Limited Pipe Rack Maintenance ,, 15.00 15.00

Steel Top Company Limited Steel Manufacturer and Relationship - -

Distributor through director

Siam Food Products Public Company Limited Processing Agriculture Producer Co-investors - -

Teo Hong Silom Company Limited Facilities Management Service ,, - -

Cementhai Property (2001) Public Company Holding Company ,, - -

Limited

Cementhai Holding Company Limited Holding Company ,, - -

Glow Energy Public Company Limited Energy ,, - -

Glow IPP2 Holding Company Limited Holding Company ,, - -

Cofely South East Asia Pte Ltd. Energy ,, - -


THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS INTERCOMPANY 2009 2008 2009 2008 TERM

* The Company provided the provision for doubtful debt in full amount as the Company’s basis. This company entered into the Business Reorganization Plan under the Bankruptcy Court, and now is under the process of the Business Reorganization Plan. The Company has not yet adjusted the provision for the receivable under the Business Reorganization Plan and will adjust accordingly when obtaining the settlement from it as the Plan.

Short - term loans and advance to related parties: Subsidiaries: Eastern Industrial Estate Company Limited - - - 110,000 Dividend receivable Eastern Seaboard Industrial Estate - - 55,138 60,000 Advance (Rayong) Company Limited and dividend receivable H-Construction and Engineering Company Limited - - - 10,074 MLR - 0.50% SME Factory Company Limited - - 27,268 38,720 MLR - 0.50% Hemaraj Clean Water Company Limited - - 24,353 9,030 MLR - 0.50% and dividend receivable H - Phoenix Property Company Limited - - 270,829 2,400 MLR - 0.50% and dividend receivable Eastern Pipeline Services Company Limited - - 20,067 - MLR - 0.50% Hemaraj Eastern Seaboard Industrial Estate - - 321,169 - MLR - 0.50% Company Limited and dividend receivable Associates: Cofely (Thailand) Company Limited 5,628 - 5,628 - MLR (Formerly known as “Elyo-H Facilities Management Limited”) Related company : Sriracha Harbor Public Company Limited * 11,355 11,355 11,355 11,355 Rate as mentioned in business reorganization plan Total 16,983 11,355 735,807 241,579 Less Allowance for doubtful debts (11,355) (11,355) (11,355) (11,355) Net 5,628 - 724,452 230,224

As at December 31, balances with related parties, which were shown in the balance sheets, were as follows:

Assets


Balance of assets with related parties and its movement for the year 2009 were as follows:

THOUSAND BAHT As of 31st During the year As of 31st

December, 2008 Increase Decrease December, 2009

Liabilities

Consolidated financial statements Short - term loans and advance to related parties: Associates - 15,012 (9,384) 5,628 Related company 11,355 113 (113) 11,355 Total 11,355 15,125 (9,497) 16,983 Less Allowance for doubtful debts (11,355) - - (11,355) Net - 15,125 (9,497) 5,628

Separate financial statements Short - term loans and advance to related parties: Subsidiaries 230,224 1,402,182 (913,582) 718,824 Associates - 15,012 (9,384) 5,628 Related company 11,355 113 (113) 11,355 Total 241,579 1,417,307 (923,079) 735,807 Less Allowance for doubtful debts (11,355) - - (11,355) Net 230,224 1,417,307 (923,079) 724,452

THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS INTERCOMPANY 2009 2008 2009 2008 TERM

Short - term loans and advance from related parties: Subsidiaries: Eastern Seaboard Industrial Estate - - - 76,855 Advance (Rayong) Company Limited Eastern Industrial Estate Company Limited - - - 311,824 MLR – 0.50% Hemaraj Eastern Seaboard Industrial Estate - - - 310,085 MLR – 0.50% Company Limited Hemaraj Water Company Limited - - - 56,715 MLR - 0.50% Eastern Pipeline Services Company Limited - - - 10,821 MLR - 0.50% H - Phoenix Property Company Limited - - - 27,253 MLR - 0.50% Related company : Glow Company Limited (1) 237,394 - 237,394 - MLR – 2% Siam Food Products Public Company Limited 30,000 40,000 - - Dividend payable Total 267,394 40,000 237,394 793,553

Long - term loans from related party: Subsidiary: H-International (BVI) Company Limited - - 1,058,559 1,113,099 -

Deferred leasehold right income: Subsidiary: Hemaraj Clean Water Company Limited (2) Deferred leasehold right income - - 62,100 62,100 Rate mutually agreed

Less Accumulated amortization - - (3,736) (1,252) between both parties Deferred leasehold right income, net - - 58,364 60,848


(1) The company had entered into the Short Term Loan Agreement with Glow Company Limited for the pur-pose of acquisition and subscription of share capital increase in Houay Ho Thai Company Limited.

(2) The Company and its 3 subsidiaries have entered into 25-year leasehold right contracts, in the total amount of Baht 559 million, for production and distribution of industrial water with Hemaraj Clean Water Company Limited.

Balance of Liabilities with related parties and its movement for the year 2009 were as follows:

THOUSAND BAHT As of 31st During the year As of 31st

December, 2008 Increase Decrease December, 2009

Consolidated financial statements Short - term loans and advance from related parties: Related parties 40,000 277,394 (50,000) 267,394

Separate financial statements Short - term loans and advance from related parties: Subsidiaries 793,553 261,727 (1,055,280) - Related parties - 237,394 - 237,394 Long - term loans from related party: Subsidiary 1,113,099 10,000 (64,540) 1,058,559

The significant transactions with related parties for the years ended December 31, were as follows:

6. CASH AND CASH EQUIVALENTS For the purpose of preparation of the statements of cash flows in accordance with the relevant Accounting

Standard, as of December 31, cash and cash equivalents consisted of:

Service income 0.01 1.01 11.53 6.91 Market price Interest income 0.25 29.95 10.66 38.71 MLR – 0.5% and MLR Commission and management 33.18 24.49 67.00 138.77 5% - 10% of contract price income and 5% of service income received Cost of service 12.18 10.47 1.21 1.15 Market price Finance costs 5.34 - 24.24 24.42 MLR – 2.00% and MLR – 0.50% Deferred leasehold right income - - 2.48 1.25 Rate mutually agreed between both parties Gain from sell of investment - - - 1.12 Rate mutually agreed in subsidiary between both parties Gain from sell of other - - - 15.00 Rate mutually agreed long term investment between both parties

MILLION BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS INTERCOMPANY 2009 2008 2009 2008 COST POLICY

Cash and deposits at financial institutions 904,334 931,592 525,111 415,091 Current investments - Time deposits 5,096 95 17 17 Deposit with commitment 2,059,901 2,059,901 2,059,901 2,059,901 Total 2,969,331 2,991,588 2,585,029 2,475,009 Less Deposit with commitment (2,059,901) (2,059,901) (2,059,901) (2,059,901) Cash and cash equivalents 909,430 931,687 525,128 415,108

THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008


7. TRADE ACCOUNT RECEIVABLES, NET As of December 31, trade account receivables, net consisted of:

Related parties Service receivables Accrued service income 9,691 10,844 29,175 104,360 Less Allowance for doubtful accounts (7,405) (7,405) - - Service receivables, net 2,286 3,439 29,175 104,360 Trade account receivables - related parties, net 2,286 3,439 29,175 104,360

Other parties Service receivables Accrued service income 107,211 100,922 28,854 23,317 Less Allowance for doubtful accounts (22,445) (21,089) (19,586) (18,028) Service receivables, net 84,766 79,833 9,268 5,289 Real estate sales contracts receivables Total value of contracts signed 28,859,504 28,585,410 7,879,676 7,797,118 Installments due 28,294,718 27,194,982 7,690,249 6,918,365 Less Installments received (28,246,504) (27,141,541) (7,690,249) (6,918,265) Installments receivables, net 48,214 53,441 - 100 Trade account receivables - other parties, net 132,980 133,274 9,268 5,389


As at December 31, unbilled completed work and unearned income comprised:


Accumulated amount recognised as revenue on percentage of completion basis 27,998,012 27,359,896 7,736,000 7,793,443 Less Installments due (28,294,718) (27,194,982) (7,690,249) (6,918,365) Net (296,706) 164,914 45,751 875,078 The balance comprises : Unbilled completed work 215,483 1,096,128 63,381 878,770 Unearned income (512,189) (931,214) (17,630) (3,692) Net (296,706) 164,914 45,751 875,078


As of December 31, trade account receivables - other parties, net classified by aging were as follows:

Accrued service income Less than 3 months 84,766 79,833 9,268 5,289 Over 3 months to 6 months 868 304 526 62 Over 6 months to 12 months 1,423 246 1,357 124 Over 12 months 20,154 20,539 17,703 17,842 Total 107,211 100,922 28,854 23,317 Less Allowance for doubtful accounts (22,445) (21,089) (19,586) (18,028) Accrued service income, net 84,766 79,833 9,268 5,289

Real estate sale contracts receivables Less than 3 months 48,214 53,441 - 100 Over 3 months to 6 months - - - - Over 6 months to 12 months - - - - Over 12 months - - - - Total real estate sale contracts receivables 48,214 53,441 - 100 Trade account receivables - other parties, net 132,980 133,274 9,268 5,389


For the allowance for doubtful accounts of related party receivables in the amount of Baht 7.40 million and other parties in the amount of Baht 16.71 million, which obtain facility services in the industrial estate, are provided and charged by the Company. With the economic crisis in 1997 in Thailand, these companies have encountered with operation problem and the Company provided the provision for doubtful debt in full amount as the Company’s basis. Consequently, these companies entered into the Debt Restructure under CDRAC or Business Reorganization Plan under the Bankruptcy Court. The Company has not yet adjusted the provision for these receivables under the Business Reorganization Plan until obtaining the settlement as the Plan or debt restructure from each receivable.Balance of Allowance for doubtful accounts and its movement for the years ended December 31, were as follows:

Related parties Beginning balance 7,405 7,405 - - Additional allowance during the year - - - - Received during the year - - - - Ending balance 7,405 7,405 - -

Other parties Beginning balance 21,089 20,786 18,028 17,722 Additional allowance during the year 2,353 873 1,944 325 Received during the year (997) (570) (386) (19) Ending balance 22,445 21,089 19,586 18,028



8. UNEARNED INCOME AND INCOME RECEIVED IN ADVANCE As of December 31, unearned income and income received in advance consisted of:

Unearned income Land and condominium sale contracts (10,834,878) (14,311,290) (211,459) (226,132) Less Installments received 10,739,822 14,182,426 225,509 226,245 Installments receivables (95,056) (128,864) 14,050 113 Less Deferred income 607,245 1,060,078 3,580 3,579 Unearned income 512,189 931,214 17,630 3,692 Deposit for real estate 2,000 - 2,000 - Income received in advance – service and rental 85,494 95,219 549 37,648 Total unearned income and income received in advance 599,683 1,026,433 20,179 41,340


9. COST OF REAL ESTATE DEVELOPMENTS, NET As at December 31, cost of real estate developments, net consisted of:

Land cost under developments 7,682,741 7,133,557 1,909,333 1,648,684 Project development costs 13,491,101 12,802,091 4,285,231 4,253,991 Capitalized finance costs 2,571,601 2,513,350 750,000 746,020 Additional utility costs 7,751 7,788 7,581 7,581 Advance for constructions 3,023 13,562 1,150 1,636 Advance for land purchases - 386,579 - 148,500 Total 23,756,217 22,856,927 6,953,295 6,806,412 Less Accumulated costs transferred to cost of land sales (15,729,303) (15,373,255) (4,878,285) (4,892,368) Accumulated costs transferred to assets for rent (1,511,095) (1,409,421) (46,774) (46,774) Accumulated costs transferred for debt settlement (143,838) (143,838) (143,838) (143,838) Cost of real estate developments, net 6,371,981 5,930,413 1,884,398 1,723,432 Capitalized finance costs for the year ended December 31 included in cost of real estate developments 64,041 114,544 4,125 6,954


Information of cost of real estate developments of Hemaraj Land and Development Public Company Limited, Eastern Industrial Estate Company Limited, Eastern Seaboard Industrial Estate (Rayong) Company Limited and Hemaraj Eastern Seaboard Industrial Estate Company Limited is as follows:-

Valuation Stated in the Financial StatementsAs at December 31, 2009 and 2008, cost of real estate developments is stated at the lower of cost and net realis-able value for the projects in the same area.

Obligation of AssetsAs at December 31, 2009 and 2008, the portion of land in the projects of the Company and the subsidiaries has been mortgaged as collateral for loans from local financial institutions, other companies and other persons.


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00

40

0.00

99.9

9

99.9

9

-

-

400.

00

40

0.00

515.

85

57

9.45

462.

00

51

4.00

East

ern

Seab

oard

Indu

stria

l Est

ate

358.

00

35

8.00

60.0

0

60.0

0

-

-

214.

80

21

4.80

550.

13

57

4.66

60.0

0

420.

00

(Ray

ong)

Com

pany

Lim

ited

He

mar

aj E

aste

rn S

eabo

ard

Indu

stria

l 1,

000.

00

1,

000.

00

99

.99

99

.99

-

-

1,

080.

96

1,

080.

96

2,

076.

97

2,

058.

88

50

.00

-

Esta

te C

ompa

ny L

imite

d

Ea

ster

n Pi

pelin

e Se

rvic

es

100.

00

10

0.00

99.9

9

99.9

9

-

-

56.3

4

56.3

4

108.

85

10

7.52

17.5

9

-

Com

pany

Lim

ited

(1)

H-In

tern

atio

nal (

BVI)

Com

pany

Lim

ited

(2)

0.08

0.08

100.

00

10

0.00

-

-

0.07

0.07

1,07

4.29

1,11

5.04

-

-

Hem

araj

Inte

rnat

iona

l Lim

ited

(3)

0.03

0.03

100.

00

10

0.00

-

-

0.03

0.03

0.03

0.03

-

-

H-Co

nstru

ctio

n M

anag

emen

t and

17

.15

17

.15

99

.99

99

.99

-

-

17

.15

17

.15

17

.86

17

.45

-

-

En

gine

erin

g Co

mpa

ny L

imite

d

Th

e Pa

rk R

esid

ence

Com

pany

Lim

ited

0.25

0.25

99.9

9

99.9

9

-

-

0.25

0.25

1.34

1.88

5.00

4.00

Hem

araj

Wat

er C

ompa

ny L

imite

d (4

) 10

0.00

100.

00

99

.99

99

.99

-

-

-

-

11

8.15

107.

46

-

21

.00

SM

E Fa

ctor

y Co

mpa

ny L

imite

d 37

.00

37

.00

99

.99

99

.99

-

-

37

.00

37

.00

37

.21

37

.25

0.

05

3.

33

H

– Ph

oeni

x Pr

oper

ty C

ompa

ny L

imite

d (5

) 48

0.00

785.

00

99

.99

99

.99

-

-

48

0.00

785.

00

48

3.57

787.

77

6.

40

2.

40

He

mar

aj C

lean

Wat

er C

ompa

ny L

imite

d (6

) 64

5.00

580.

50

99

.99

99

.99

-

-

64

5.00

580.

50

66

3.72

593.

81

50

.31

9.

03

Inve

stm

ents

in s

ubsi

diar

ies

-

-

2,93

1.60

3,17

2.10

5,64

7.97

5,98

1.20

651.

35

97

3.76

In

vest

men

ts (M

illio

n Ba

ht)

Pa

id-u

p Ca

pita

l P

erce

ntag

e of

sha

res

held

by

Cons

olid

ated

fina

ncia

l Se

para

te fi

nanc

ial s

tate

men

ts

Net b

ooke

d va

lue

in th

e

Divi

dend

for t

he y

ear e

nded

(M

illio

n Ba

ht)

th

e Co

mpa

ny (P

erce

nt)

stat

emen

ts

(at C

ost)

po

rtio

n of

inve

stm

ents

De

cem

ber 3

1,

Co

mpa

ny

2009

2008

2009

2008

2009

2008

2009

2008

2009

2008

2009

2008

(1)

74.9

9% d

irect

ly h

eld

by th

e Co

mpa

ny a

nd 2

5% in

dire

ctly

hel

d by

Eas

tern

Indu

stria

l Est

ate

Com

pany

Lim

ited.

(2)

H-In

tern

atio

nal (

BVI)

Com

pany

Lim

ited

was

regi

ster

ed in

the

Briti

sh V

irgin

Isla

nds

(US.

cur

renc

y is

used

for b

usin

ess

oper

atio

n). N

o Th

ai in

com

e ta

x ha

s be

en a

ccru

ed fo

r und

istrib

uted

net

inco

me

of th

e ov

erse

as s

ubsid

iary

, sin

ce th

e ne

t inc

ome

are

inte

nd to

be

reta

ined

by

the

subs

idia

ry fo

r rei

nves

tmen

t pur

pose

s.(3

) He

mar

aj In

tern

atio

nal L

imite

d wa

s reg

ister

ed in

the

Caym

an Is

land

s (US

. cur

renc

y is u

sed

for b

usin

ess o

pera

tion)

. The

Com

pany

obt

aine

d th

e in

form

atio

n fro

m th

e fin

ancia

l sta

tem

ents

whi

ch w

ere

prep

ared

by t

he su

bsid

iary

’s m

anag

emen

t an

d we

re n

ot a

udite

d by

an

audi

tor.

Neve

rthel

ess,

its

tota

l ass

ets

and

net p

rofit

pre

sent

ed in

the

finan

cial s

tate

men

ts w

ere

imm

ater

ialit

y to

the

cons

olid

ated

fina

ncia

l sta

tem

ents

.(4

) 99

.99%

indi

rect

ly h

eld

by H

emar

aj C

lean

Wat

er C

ompa

ny L

imite

d (In

200

7, 7

4.99

% d

irect

ly h

eld

by th

e Co

mpa

ny a

nd 2

5% in

dire

ctly

hel

d by

Eas

tern

Indu

stria

l Est

ate

Com

pany

Lim

ited)

.

In 2

008,

the

Com

pany

and

Eas

tern

Indu

stria

l Est

ate

Com

pany

Lim

ited

had

sold

inve

stm

ent i

n He

mar

aj W

ater

Com

pany

Lim

ited

tota

lly 1

0 m

illio

n sh

ares

to H

emar

aj C

lean

Wat

er C

ompa

ny L

imite

d fo

r Bah

t 10.

15 p

er s

hare

.(5

) In

the

seco

nd q

uarte

r of 2

009,

H –

Phoe

nix

Prop

erty

Com

pany

Lim

ited

had

calle

d fo

r ful

ly p

aid

up c

apita

l. In

the

third

qua

rter o

f 200

9, H

– Ph

oeni

x Pr

oper

ty C

ompa

ny L

imite

d re

gist

ered

to d

ecre

ase

shar

e ca

pita

l to

Baht

480

mill

ion.

(6

) In

the

seco

nd q

uarte

r of 2

009,

Hem

araj

Cle

an W

ater

Com

pany

Lim

ited

had

calle

d fo

r ful

ly p

aid

up c

apita

l. In

200

8, th

e Co

mpa

ny h

ad e

stab

lishe

d He

mar

aj C

lean

Wat

er C

ompa

ny L

imite

d, w

hich

had

the

regi

ster

ed c

apita

l in

the

amou

nt

of B

aht 6

45 m

illio

n, a

nd h

ad p

aid

up fo

r sha

re c

apita

l to

Hem

araj

Cle

an W

ater

Com

pany

Lim

ited,

in th

e to

tal a

mou

nt o

f Bah

t 580

.50

mill

ion

of B

aht 9

eac

h.


Asso

ciat

es: C

omm

on s

hare

hold

ers

and

co-d

irect

ors

Co

fely

(Tha

iland

) Com

pany

Lim

ited

50.0

0

50.0

0

39.9

9

39.9

9

25.1

4

22.9

4

20.0

0

20.0

0

25.1

5

22.9

4

1.40

1.00

(F

orm

erly

kno

wn

as “

Elyo

-H F

acili

ties

M

anag

emen

t Lim

ited”

)

GH

ECO

– On

e Co

mpa

ny L

imite

d (7

) 32

4.00

324.

00

35

.00

35

.00

20

7.12

132.

87

11

3.40

113.

40

20

7.12

132.

87

-

-

SI

L In

dust

rial L

and

Com

pany

Lim

ited

50

0.00

500.

00

25

.00

25

.00

27

6.01

269.

03

23

9.75

239.

75

26

5.03

258.

06

7.

87

-

Ra

yong

Indu

stria

l Lan

d Co

mpa

ny L

imite

d (8

) 1,

000.

00

1,

000.

00

25

.00

25

.00

-

-

-

-

-

-

-

-

Ho

uay

Ho T

hai C

ompa

ny L

imite

d (9

) 52

7.69

-

51.0

0

-

255.

14

-

26

7.22

-

277.

17

-

-

-

Ho

uay

Ho P

ower

Com

pany

Lim

ited

(9)

50.0

0

-

12.7

5

-

-

-

-

-

-

-

-

-

(M

illio

n US

D)

Inve

stm

ents

in a

ssoc

iate

s

76

3.41

424.

84

64

0.37

373.

15

77

4.47

413.

87

9.

27

1.

00

Tota

l inv

estm

ents

763.

41

42

4.84

3,57

1.97

3,54

5.25

6,42

2.44

6,39

5.07

660.

62

97

4.76

Di

viden

d in

com

e fo

r the

yea

rs e

nded

Dec

embe

r 31

Su

bsid

iarie

s

651.

35

97

3.76

Rela

ted

com

pani

es

9.

27

1.

00

Ot

her c

ompa

nies

34.9

2

45.1

0 To

tal

69

5.54

1,01

9.86

In

vest

men

ts (M

illio

n Ba

ht)

Pa

id-u

p Ca

pita

l P

erce

ntag

e of

sha

res

held

by

Cons

olid

ated

fina

ncia

l Se

para

te fi

nanc

ial s

tate

men

ts

Net b

ooke

d va

lue

in th

e

Divi

dend

for t

he y

ear e

nded

(M

illio

n Ba

ht)

th

e Co

mpa

ny (P

erce

nt)

stat

emen

ts

(at C

ost)

po

rtio

n of

inve

stm

ents

De

cem

ber 3

1,

Co

mpa

ny

2009

2008

2009

2008

2009

2008

2009

2008

2009

2008

2009

2008

(7)

35%

dire

ctly

hel

d by

the

Com

pany

in G

HECO

– On

e Co

mpa

ny L

imite

d.

In 2

008,

the

Com

pany

had

pai

d th

e sh

are

capi

tal i

ncre

ase

to G

HECO

– On

e Co

mpa

ny L

imite

d, in

the

tota

l am

ount

of B

aht 7

8.40

mill

ion

to m

aint

ain

the

exist

ing

prop

ortio

n of

sha

reho

ldin

g st

ruct

ure.

(8)

25%

dire

ctly

hel

d by

the

Com

pany

in S

IL In

dust

rial L

and

Com

pany

Lim

ited

that

has

hel

d 99

.99%

in R

ayon

g In

dust

rial L

and

Com

pany

.(9

) 51

% d

irect

ly h

eld

by th

e Co

mpa

ny in

Hou

ay H

o Th

ai C

ompa

ny L

imite

d th

at h

as h

eld

25%

in H

ouay

Ho

Powe

r Com

pany

Lim

ited,

a c

ompa

ny re

gist

ered

in L

ao P

eopl

e’s

Dem

ocra

tic R

epub

lic (U

S. c

urre

ncy

is us

ed fo

r bus

ines

s op

erat

ion)

. Th

e Co

mpa

ny d

id n

ot in

clude

the

finan

cial s

tate

men

ts o

f Hou

ay H

o Th

ai C

ompa

ny L

imite

d in

the

cons

olid

ated

fina

ncia

l sta

tem

ents

sinc

e th

e Co

mpa

ny is

the

stra

tegi

c par

tner

. Oth

er in

vest

or h

as ca

pabi

lity

to o

pera

te th

e po

wer p

lant

and

pr

ovid

es fi

nanc

ial s

uppo

rt fo

r the

Com

pany

to in

vest

in H

ouy

Ho T

hai C

ompa

ny L

imite

d.



11. OTHER LONG - TERM INVESTMENTS, NET As at December 31, other long-term investments, net consisted of:

Investments in related parties Sriracha Harbor Public Company Limited 15,000 15,000 - - Eastern Fluid Transport Company Limited 1,500 1,500 - - Total 16,500 16,500 - - Less Provision for impairment loss on investments (15,000) (15,000) - - Other long-term investments - related parties, net 1,500 1,500 - -

Others Glow IPP Company Limited 142,500 142,500 142,500 142,500 Other company 1,000 1,000 - - Total 143,500 143,500 142,500 142,500 Less Provision for impairment loss on investment (717) (717) - - Other long-term investments - others, net 142,783 142,783 142,500 142,500 Other long-term investments, net 144,283 144,283 142,500 142,500

In 2008, the Company had sold investment in Sriracha Harbor Public Company Limited totally 15 million shares to Eastern Pipeline Services Company Limited for Baht 1 per share and Eastern Pipeline Services Company Limited had set up provision for impairment loss on investment for Baht 15 million.


(U

nit :

Tho

usan

d Ba

ht)

Ch

ange

s in

Cos

t Ch

ange

s in

Acc

umul

ated

Dep

reci

atio

n Ne

t Boo

k Va

lue

Be

ginn

ing

Addi

tion

Disp

osal

/Tra

nsfe

r En

ding

Be

ginn

ing

Depr

ecia

tion

Disp

osal

/Tra

nsfe

r En

ding

Be

ginn

ing

Endi

ng

Cons

olid

ated

fina

ncia

l sta

tem

ents

La

nd (*

) 34

1,52

5 37

,525

9,

474

388,

524

- -

- -

341,

525

388,

524

Bu

ildin

gs (*

) 1,

869,

308

5,31

7 42

,426

1,

917,

051

302,

712

95,9

49

(6,3

98)

392,

263

1,56

6,59

6 1,

524,

788

Bu

ildin

g im

prov

emen

ts

14,1

37

368

(1,0

68)

13,4

37

5,85

1 1,

569

(200

) 7,

220

8,28

6 6,

217

Fu

rnitu

re a

nd fi

xtur

e 2,

845

371

191

3,40

7 21

7 67

4 -

891

2,62

8 2,

516

Pi

pe ra

ck

202,

671

- 39

,393

24

2,06

4 96

,452

15

,302

-

111,

754

106,

219

130,

310

Co

nstru

ctio

n in

pro

gres

s 16

,140

48

,293

(3

9,39

3)

25,0

40

- -

- -

16,1

40

25,0

40

Asse

ts fo

r ren

t, ne

t 2,

446,

626

91,8

74

51,0

23

2,58

9,52

3 40

5,23

2 11

3,49

4 (6

,598

) 51

2,12

8 2,

041,

394

2,07

7,39

5

Sepa

rate

fina

ncia

l sta

tem

ents

La

nd (*

) 32

,740

-

- 32

,740

-

- -

- 32

,740

32

,740

Bu

ildin

gs (*

) 70

,897

-

- 70

,897

9,

584

3,54

5 -

13,1

29

61,3

13

57,7

68

Bu

ildin

g im

prov

emen

ts

884

- -

884

24

44

- 68

86

0 81

6

Asse

ts fo

r ren

t, ne

t 10

4,52

1 -

- 10

4,52

1 9,

608

3,58

9 -

13,1

97

94,9

13

91,3

24

Co

nsol

idat

ed

Sepa

rate

fina

ncia

l sta

tem

ents

fi

nanc

ial s

tate

men

ts

20

09

2008

20

09

2008

Depr

ecia

tions

whi

ch in

clud

ed in

sta

tem

ents

of i

ncom

e fo

r the

yea

rs e

nded

Dec

embe

r 31:

Cost

of s

ervi

ces

113,

494

104,

811

3,58

9 3,

112

12. A

SSET

S FO

R RE

NT, N

ET

As a

t Dec

embe

r 31,

200

9 an

d 20

08, a

sset

s fo

r ren

t, ne

t con

sist

ed o

f:

(*) L

and

and

Build

ings

wer

e tra

nsfe

rred

from

real

est

ate

deve

lopm

ent c

ost.

As a

t Dec

embe

r 31,

200

9 an

d 20

08, t

he a

sset

s fo

r ren

t of t

he C

ompa

ny a

nd th

e su

bsid

iarie

s ha

s be

en m

ortg

aged

as

colla

tera

l for

loan

s fro

m lo

cal f

inan

cial i

nstit

utio

ns a

nd o

ther

per

sons

.


(U

nit :

Tho

usan

d Ba

ht)

Ch

ange

s in

Cos

t Ch

ange

s in

Acc

umul

ated

Dep

reci

atio

n Ne

t Boo

k Va

lue

Be

ginn

ing

Addi

tion

Disp

osal

/Tra

nsfe

r En

ding

Be

ginn

ing

Depr

ecia

tion

Disp

osal

/Tra

nsfe

r En

ding

Be

ginn

ing

Endi

ng

Cons

olid

ated

fina

ncia

l sta

tem

ents

Land

4,

579

- -

4,57

9 -

- -

- 4,

579

4,57

9

Bu

ildin

gs a

nd s

truct

ure

135,

209

2,89

6 71

0 13

8,81

5 42

,975

8,

079

- 51

,054

92

,234

87

,761

Bu

ildin

g im

prov

emen

ts

7,54

1 1,

335

- 8,

876

4,71

5 93

6 -

5,65

1 2,

826

3,22

5

Fu

rnitu

re, f

ixtu

re a

nd e

quip

men

t 17

9,36

5 11

,501

5,

872

196,

738

104,

304

17,6

57

(62)

12

1,89

9 75

,061

74

,839

Ve

hicl

es

104,

196

2,42

1 (9

,814

) 96

,803

60

,536

14

,911

(9

,497

) 65

,950

43

,660

30

,853

Ra

w w

ater

pip

e 44

,380

11

8,33

3 (3

3,54

6)

129,

167

6,19

8 6,

431

- 12

,629

38

,182

11

6,53

8

Re

serv

oir

26,3

15

- -

26,3

15

3,60

2 3,

231

- 6,

833

22,7

13

19,4

82

Po

tabl

e w

ater

pro

duct

ion

syst

em

100,

506

- -

100,

506

7,22

5 5,

221

- 12

,446

93

,281

88

,060

Co

nstru

ctio

n in

pro

gres

s 21

,182

32

,609

(2

8,84

5)

24,9

46

- -

- -

21,1

82

24,9

46

Tota

l 62

3,27

3 16

9,09

5 (6

5,62

3)

726,

745

229,

555

56,4

66

(9,5

59)

276,

462

393,

718

450,

283

Le

ss R

eser

ve fo

r im

pairm

ent l

oss

of a

sset

s *

(10,

166)

(1

0,16

6)

Pr

oper

ty, p

lant

and

equ

ipm

ent,

net

383,

552

440,

117

13. P

ROPE

RTY,

PLA

NT A

ND E

QUIP

MEN

T, N

ET

As a

t Dec

embe

r 31,

200

9 an

d 20

08, p

rope

rty, p

lant

and

equ

ipm

ent,

net c

onsi

sted

of:


(U

nit :

Tho

usan

d Ba

ht)

Ch

ange

s in

Cos

t Ch

ange

s in

Acc

umul

ated

Dep

reci

atio

n Ne

t Boo

k Va

lue

Be

ginn

ing

Addi

tion

Disp

osal

/Tra

nsfe

r En

ding

Be

ginn

ing

Depr

ecia

tion

Disp

osal

/Tra

nsfe

r En

ding

Be

ginn

ing

Endi

ng

Sepa

rate

fina

ncia

l sta

tem

ents

La

nd

2,98

3

-

-

2,9

83

-

- -

-

2

,983

2

,983

Bu

ildin

gs a

nd s

truct

ure

88,

874

-

-

8

8,87

4

20,

201

5,

706

-

25,

907

6

8,67

3

62,

967

Bu

ildin

g im

prov

emen

ts

3,4

82

-

-

3,4

82

3,1

57

133

-

3,2

90

325

1

92

Fu

rnitu

re, f

ixtu

re a

nd e

quip

men

t 7

4,82

3

3,4

28

(85)

7

8,16

6

55,

028

6,

506

(62)

6

1,47

2

19,

795

1

6,69

4

Ve

hicl

es

48,

939

7

44

(4,7

56)

44,

927

3

5,30

7

5,68

1 (4

,756

) 3

6,23

2

13,

632

8

,695

Ra

w w

ater

pip

e 6

,008

-

-

6

,008

3

,014

40

1 -

3

,415

2

,994

2

,593

Co

nstru

ctio

n in

pro

gres

s 7

24

-

-

724

-

-

-

-

724

7

24

Tota

l 2

25,8

33

4,1

72

(4,8

41)

225

,164

1

16,7

07

18,4

27

(4,8

18)

130

,316

1

09,1

26

94,

848

Le

ss R

eser

ve fo

r im

pairm

ent l

oss

of a

sset

s *

(724

) (7

24)

Pr

oper

ty, p

lant

and

equ

ipm

ent,

net

108,

402

94,1

24

Co

nsol

idat

ed

Sepa

rate

fina

ncia

l sta

tem

ents

fi

nanc

ial s

tate

men

ts

20

09

2008

20

09

2008

Depr

ecia

tions

whi

ch in

clud

ed in

sta

tem

ents

of i

ncom

e fo

r the

yea

rs e

nded

Dec

embe

r 31:

Co

st o

f ser

vice

s

32

,399

22

,046

1,

905

1,71

8

Se

lling

and

adm

inis

trativ

e ex

pens

es

24,0

67

24,4

06

16,5

22

17,3

19

To

tal D

epre

ciat

ion

for t

he y

ears

56

,466

46

,452

18

,427

19

,037

Cost

of t

he p

rope

rty, p

lant

and

equ

ipm

ent w

hich

hav

e be

en fu

lly d

epre

ciat

ed b

ut a

re s

till i

n us

e

11

3,85

9 10

5,87

6 65

,830

60

,418

*

Rese

rve

for i

mpa

irmen

t los

s of

ass

ets

is pr

ovid

ed fo

r the

cea

sed

cons

truct

ion

in p

rogr

ess.

As

at D

ecem

ber 3

1, 2

009

and

2008

, the

land

with

bui

ldin

g an

d st

ruct

ure

of th

e Co

mpa

ny a

nd th

e su

bsid

iarie

s ha

s be

en m

ortg

aged

as

colla

tera

l for

loan

s fro

m lo

cal f

inan

cial i

nstit

utio

ns.




14. LEASEHOLD LAND AND LAND HELD FOR COMMERCIAL PURPOSES, NET As at December 31, leasehold land and land held for commercial purposes, net consisted of:

Land bank 10,201 10,201 10,201 10,201 Land cost of projects suspended from developments 1,135,711 1,135,711 1,135,711 1,135,711 Suspended development project costs 268,452 268,452 268,452 268,452 Capitalized finance costs 556,119 556,119 556,119 556,119 Leasehold land 77,077 77,077 77,077 77,077 Total 2,047,560 2,047,560 2,047,560 2,047,560 Less Accumulated cost of sales (841,514) (841,514) (841,514) (841,514) Accumulated costs transferred for debt settlement (645,413) (645,413) (645,413) (645,413) Loss on projects evaluation (245,696) (245,696) (245,696) (245,696) Leasehold land and land held for commercial purposes, net 314,937 314,937 314,937 314,937

Information of leasehold land and land held for commercial purpose is as follows:-

Valuation Stated in the Financial Statements In 2008, the leasehold land and land held for commercial purposes have been appraised by an independent appraisal company which caused diminution from assets appraisal in 2006. The Company recorded such decline as “Provision for loss on diminution in value of real estate development cost” amounting to Baht 11.20 million in statements of income for the year ended December 31, 2008.

Obligation of AssetsAs at December 31, 2009 and 2008, portion of land in the projects of the Company and the subsidiaries has been mortgaged as collateral for loans from local financial institutions.

15. SINKING FUND, NET As disclosed in the Note 30 to the financial statements, the Company and its subsidiaries had entered into

the joint operating agreements with the Industrial Estate Authority of Thailand (“IEAT”). The Company and its subsidiaries are committed to be a provider and to set up a fund (“Sinking Fund”) for major maintenance and replacement of utilities systems and facilities for the customers in the industrial estate. The Company and its subsidiaries had made the payment by cash and by transferring of partial piece of land for the Sinking Fund, and in addition, the Company and its subsidiaries had transferred the withdrawal rights over the Sinking fund to IEAT per the terms and conditions of such agreements. The Company and its subsidiaries have recorded the cash paid and land transferred to IEAT for the fund under Sinking Fund accounts. The amortization period of 20 years is applied on the useful future economic life of Sinking Fund under the joint contract agreements with IEAT.

As at December 31, sinking fund, net consisted of:

Sinking Fund 180,423 173,643 52,405 52,405 Less Accumulated amortization (98,063) (92,985) (31,191) (29,660) Sinking fund, net 82,360 80,658 21,214 22,745



16. SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS Short-term loans from local financial institutions As at December 31, 2009 and 2008, the Company had short-term loans from several local financial institutions

in the amount of Baht 450 million and Baht 1,135 million, respectively, with interest rate as at December 31, 2009 ranging between 4.40% to 5.375% per annum. (2008 : 3.70% to 6.25% per annum)

Bank overdraft As at December 31, 2009 and 2008, the Company and its subsidiaries have overdraft credit limit from local

financial institutions in the amount of Baht 140 million. The interest rate is charged at MOR and MOR+0.50% per annum. Such overdraft is guaranteed by the mortgage portion of land in the projects of real estate development of the Company and its subsidiaries.

17. SHORT-TERM LOANS FROM OTHER PARTIES AND OTHER PERSONS As at December 31, 2009 and 2008, short-term loans from other parties and other persons consisted of:

Bill of exchange discounted at 2.90-3.75 % without collateral - Other parties 380,000 - 380,000 - - Other persons 40,000 - 40,000 - Promissory note at 4.75% - 5.75% interest rate - - Other persons 30,000 30,000 - - Total short-term loans from other parties and other persons 450,000 30,000 420,000 -

18. LONG-TERM LOANS FROM RELATED PARTY As at December 31, 2009, the Company had loans from H-International (BVI) Company Limited, an oversea

subsidiary, amounting to USD 21.66 million and Baht 332.48 million (2008 : USD 21.96 million and Baht 342.58 million) which did not have the maturity date and the interest charge.


19. O

THER

LON

G-TE

RM L

OANS

As

at D

ecem

ber 3

1, o

ther

long

-ter

m lo

ans

cons

iste

d of

:

Lo

an c

ondi

tion

Bala

nces

Cr

edit

line

Inte

rest

pay

men

t (M

illio

n Ba

ht)

(Mill

ion

Baht

) Cr

edit

perio

d Pr

inci

pal r

epay

men

t Te

rm

Inte

rest

rate

per

ann

um (%

) 20

09

2008

Hem

araj

Lan

d an

d De

velo

pmen

t Pub

lic C

ompa

ny L

imite

d

A.

Lo

an fr

om lo

cal c

omm

erci

al b

ank

cons

iste

d of

:

A.1

45

0 Ju

ne 2

008

– De

cem

ber 2

015

28

qua

rterly

inst

allm

ents

, com

men

cing

from

the

9th

End

of m

onth

Ye

ar 1

-2: M

LR-1

.50,

40

0.00

45

0.00

mon

th a

fter t

he fi

rst d

raw

dow

n.

Ye

ar 3

-4: M

LR-1

.125

,

Inst

allm

ent 1

-12

: Bah

t 12.

50 m

illio

n ea

ch;

Ye

ar 5

: MLR

–1.0

0

Inst

allm

ent 1

3-20

: Ba

ht 1

5.00

mill

ion

each

;

Inst

allm

ent 2

1-27

: Ba

ht 2

2.50

mill

ion

each

; and

Inst

allm

ent 2

8 : r

epai

d al

l rem

aini

ng b

alan

ce

A.

2

500

Dece

mbe

r 200

8 -

16 q

uarte

rly in

stal

lmen

ts, c

omm

encin

g fro

m M

arch

201

0. E

nd o

f mon

th

MLR

+0.5

0 50

0.00

50

0.00

De

cem

ber 2

013

In

stal

lmen

t 1-8

: Ba

ht 1

2.50

mill

ion

each

;

Inst

allm

ent 9

-12

: Bah

t 37.

50 m

illio

n ea

ch; a

nd

In

stal

lmen

t 13-

16 :

Baht

62.

50 m

illio

n ea

ch.

A.3

70

0 M

arch

200

9 –

Mar

ch 2

012

Re

paym

ent w

hen

mor

tgag

e of

con

dom

iniu

m is

rele

ased

. En

d of

mon

th

Year

1 M

LR-1

.00,

58

9.81

-

Ye

ar 2

MLR

-0.7

5,

Ye

ar 3

MLR

-0.5

0

A.

4

436

Dece

mbe

r 200

9 –

six-

mon

th in

stal

lmen

ts, c

omm

enci

ng fr

om th

e 13

rd

End

of m

onth

M

LR

280.

00

-

De

cem

ber 2

014

m

onth

afte

r the

firs

t dra

wdo

wn.

Inst

allm

ent 1

: Ba

ht 9

2.00

mill

ion

each

;

Inst

allm

ent 2

-7 :

Baht

53.

00 m

illio

n ea

ch;

In

stal

lmen

t 8 :

Baht

13.

00 m

illio

n ea

ch; a

nd

In

stal

lmen

t 9 :

repa

id a

ll re

mai

ning

bal

ance

Or re

paym

ent w

hen

mor

tgag

e of

land

is re

leas

ed.


Lo

an c

ondi

tion

Bala

nces

Cr

edit

line

Inte

rest

pay

men

t (M

illio

n Ba

ht)

(Mill

ion

Baht

) Cr

edit

perio

d Pr

inci

pal r

epay

men

t Te

rm

Inte

rest

rate

per

ann

um (%

) 20

09

2008

A.

5

1,00

0 No

t yet

sta

rt th

e fir

st d

raw

dow

n si

x-m

onth

inst

allm

ents

, com

men

cing

from

the

13rd

En

d of

mon

th

MLR

-

-

mon

th a

fter t

he fi

rst d

raw

dow

n.

In

stal

lmen

t 1 :

Bath

208

.00

mill

ion

each

;

Inst

allm

ent 2

-7 :

Bath

122

.00

mill

ion

each

;

Inst

allm

ent 8

: Ba

th 3

0.00

mill

ion

each

; and

Inst

allm

ent 9

: re

paid

all

rem

aini

ng b

alan

ce

Or

repa

ymen

t whe

n m

ortg

age

of la

nd is

rele

ased

.

A.

6

332

Not y

et s

tart

the

first

dra

wdow

n On

e tim

e re

paym

ent o

n th

e 60

th m

onth

afte

r En

d of

mon

th

MLR

-

-

the

first

dra

wdo

wn.

Or re

paym

ent w

hen

mor

tgag

e of

land

is re

leas

ed.

To

tal

3,

418

(*)

1,76

9.81

95

0.00

(*)

Curre

nt p

ortio

n of

long

term

loan

s in

the

sepa

rate

fina

ncia

l sta

tem

ents

for t

he y

ears

then

end

ed D

ecem

ber 3

1, 2

009

and

2008

is B

aht 3

89.8

1 m

illio

n an

d Ba

ht 5

0 m

illio

n, re

spec

tivel

y.

Curre

nt p

ortio

n of

long

- te

rm lo

ans

by s

ched

uled

tran

sfer

in th

e se

para

te fi

nanc

ial s

tate

men

ts fo

r the

yea

rs th

en e

nded

Dec

embe

r 31,

200

9 is

Baht

244

.89

mill

ion.


Lo

an c

ondi

tion

Bala

nces

Cr

edit

line

Inte

rest

pay

men

t (M

illio

n Ba

ht)

(Mill

ion

Baht

) Cr

edit

perio

d Pr

inci

pal r

epay

men

t Te

rm

Inte

rest

rate

per

ann

um (%

) 20

09

2008

East

ern

Seab

oard

Indu

stria

l Est

ate

(Ray

ong)

Com

pany

Lim

ited

A.

Loan

from

loca

l com

mer

cial

ban

ks c

onsi

sted

of:

A.1

30

0 Ja

nuar

y 20

09 -

Qu

arte

rly in

stal

lmen

ts, B

aht 1

2.00

mill

ion

each

, En

d of

mon

th

MLR

-0.7

5 10

3.06

De

cem

ber 2

010

co

mm

enci

ng fr

om M

arch

200

9. O

r rep

aym

ent

w

hen

mor

tgag

e of

land

is re

leas

ed.

De

cem

ber 2

003

- Re

paym

ent w

hen

mor

tgag

e of

land

is re

leas

ed.

End

of m

onth

Ye

ar 1

-3: M

LR-2

.00,

151.

06

De

cem

ber 2

008

Year

4-5

: MLR

-1.0

0

A.2

50

Ju

ly 2

005

- Ju

ly 2

011

60 m

onth

s in

stal

lmen

ts, B

aht 0

.84

mill

ion

each

, En

d of

mon

th

Year

1-2

: MLR

-1.7

5,

10.7

0 20

.72

co

mm

encin

g fro

m th

e 13

th m

onth

afte

r the

firs

t dra

wdow

n,

Ye

ar 3

-4: M

LR-1

.25,

and

the

rem

aini

ng w

ill b

e re

paid

in th

e la

st p

erio

d.

Ye

ar 5

-6: M

LR-1

.00

A.3

80

De

cem

ber 2

006

-

Quar

terly

inst

allm

ents

, Bah

t 5 m

illio

n ea

ch, c

omm

enci

ng

End

of m

onth

Ye

ar 1

: MLR

-1.0

0,

15.7

3 35

.73

Dece

mbe

r 201

1 fro

m th

e 15

th m

onth

afte

r the

firs

t dra

wdo

wn.

Year

2: M

LR-0

.75,

Year

3: M

LR-0

.50,

Ye

ar 4

-5: M

LR

A.4

25

5 Ju

ly 2

007

– Ju

ly 2

012

48 m

onth

s in

stal

lmen

ts, B

aht 5

.32

mill

ion

each

En

d of

mon

th

Year

1-2

: MLR

-1.0

0,

- 62

.68

co

mm

enci

ng fr

om th

e m

onth

of g

race

per

iod.

Year

3-5

: MLR

-0.5

0

Or re

paym

ent w

hen

mor

tgag

e of

land

and

con

stru

ctio

n

is

rele

ased

.

A.

5

175

Sept

embe

r 200

8 –

25 q

uarte

rly in

stal

lmen

ts, B

aht 7

.0 m

illio

n ea

ch,

End

of m

onth

M

LR-1

.50

118.

00

125.

00

Sept

embe

r 201

5

com

men

cing

from

the

13th

mon

th a

fter t

he fi

rst

dr

awdo

wn

and

the

rem

aini

ng w

ill b

e re

paid

in th

e la

st

pe

riod.

Or r

epay

men

t whe

n m

ortg

age

of la

nd a

nd

co

nstru

ctio

n is

rele

ased

.


Lo

an c

ondi

tion

Bala

nces

Cr

edit

line

Inte

rest

pay

men

t (M

illio

n Ba

ht)

(Mill

ion

Baht

) Cr

edit

perio

d Pr

inci

pal r

epay

men

t Te

rm

Inte

rest

rate

per

ann

um (%

) 20

09

2008

B.

Loan

s fr

om o

ther

per

sons

con

sist

ed o

f:

B.1

63

M

arch

200

8 -

Mar

ch 2

011

Quar

terly

inst

allm

ents

, Bah

t 3 m

illio

n ea

ch, c

omm

enci

ng E

nd o

f mon

th M

LR-0

.875

of

fro

m S

epte

mbe

r 200

8.

Ka

siko

rnba

nk P

lc.

45.0

0 57

.00

To

tal

92

3

29

2.49

45

2.19

He

mar

aj E

aste

rn S

eabo

ard

Indu

stria

l Est

ate

Com

pany

Lim

ited

A.

Loan

from

loca

l com

mer

cial

ban

k co

nsis

ted

of:

A.

1

800

Dece

mbe

r 200

5 -

Re

paym

ent w

hen

mor

tgag

e of

land

is re

leas

ed.

End

of m

onth

MLR

-1.0

0 22

8.30

31

3.44

De

cem

ber 2

010

A.

2

245

June

200

7 –

June

201

2

2 ye

ars

grac

e pe

riod,

qua

rterly

inst

allm

ents

, En

d of

mon

th M

LR-1

.00

196.

92

237.

76

Ba

ht 2

0.42

mill

ion

each

, com

men

cing

from

yea

r 3.

Th

e de

bt m

ust b

e fu

lly re

paid

with

in 5

yea

rs s

ince

the

cont

ract

dat

e. O

r rep

aym

ent w

hen

mor

tgag

e

of

land

is re

leas

ed.

A.3

24

5 No

vem

ber 2

008

–

24 q

uate

rly in

stal

lmen

ts, B

aht 1

2.09

mill

ion

each

, En

d of

mon

th M

LR-1

.00

23

2.91

-

Nove

mbe

r 201

5

com

men

cing

from

the

13th m

onth

afte

r con

tract

dat

e.

Or

repa

ymen

t whe

n m

ortg

age

of la

nd a

nd c

onst

ruct

ion

is re

leas

ed.

B.

Lo

ans

from

oth

er c

ompa

ny c

onsi

sted

of:

B.1

80

0 No

vem

ber 2

004

- 10

inst

allm

ents

eve

ry 6

mon

ths,

Bah

t 80

mill

ion

each

, En

d of

mon

th A

vera

ge M

LR+1

.00

of

- 27

9.53

No

vem

ber 2

011

co

mm

enci

ng fr

om M

ay 2

007.

Or r

epay

men

t whe

n

Ka

siko

rnba

nk P

lc.,

mor

tgag

e of

land

is re

leas

ed.

Ba

ngko

k Ba

nk P

lc. a

nd

Kr

ungt

hai B

ank

Plc.

To

tal

2,

090

658.

13

830.

73


Lo

an c

ondi

tion

Bala

nces

Cr

edit

line

Inte

rest

pay

men

t (M

illio

n Ba

ht)

(Mill

ion

Baht

) Cr

edit

perio

d Pr

inci

pal r

epay

men

t Te

rm

Inte

rest

rate

per

ann

um (%

) 20

09

2008

East

ern

Indu

stria

l Est

ate

Com

pany

Lim

ited

A.

Loan

from

loca

l com

mer

cial

ban

k co

nsis

ted

of:

A.

1

300

May

200

9 –

May

201

2 12

qua

terly

inst

allm

ents

, Bah

t 37.

50 m

illio

n ea

ch.

End

of m

onth

Ye

ar 1

MLR

-1,

129.

81

-

Or re

paym

ent w

hen

mor

tgag

e of

land

is re

leas

ed.

Ye

ar 2

-3 M

LR-0

.75

Tota

l

300

129.

81

- He

mar

aj W

ater

Com

pany

Lim

ited

A.

Loan

from

loca

l com

mer

cial

ban

k co

nsis

ted

of:

A.

1

80

Dece

mbe

r 200

6 –

60

mon

ths

inst

allm

ents

, Bah

t 1.3

4 m

illio

n ea

ch,

End

of m

onth

Ye

ar 1

-2: M

LR-0

.50,

40

.02

56.1

0

De

cem

ber 2

012

com

men

cing

from

the

13th

mon

th a

fter t

he c

ontra

ct

Ye

ar 3

onw

ards

: MLR

–0.2

5

sign

ed d

ate,

and

the

rem

aini

ng w

ill b

e re

paid

in th

e la

st p

erio

d.

Tota

l

80

40.0

2 56

.10

Gran

d to

tal

6,

143

2,89

0.26

2,

289.

02

Less

Cu

rrent

por

tion

of o

ther

long

-ter

m lo

ans

(7

19.4

8)

(308

.84)

Curre

nt p

ortio

n of

long

- te

rm lo

ans

by s

ched

uled

tran

sfer

*

(3

11.6

4)

(127

.25)

Othe

r lon

g-te

rm lo

ans,

net

1,

859.

14

1,85

2.93

Su

ch o

ther

long

-ter

m lo

ans

are

guar

ante

ed b

y th

e m

ortg

age

of m

ost o

f lan

d in

the

real

est

ate

deve

lopm

ent p

roje

cts

and

asse

ts fo

r ren

t of t

he C

ompa

ny a

nd it

s su

bsid

iarie

s.*

Cu

rrent

por

tion

of lo

ng -

term

loan

s by

sch

edul

ed tr

ansf

er is

est

imat

ed fr

om th

e lo

ans

paym

ents

to th

e fin

ancia

l ins

titut

ions

for t

he la

nd ti

tle d

eed

to b

e tra

nsfe

rred

in a

ccor

danc

e wi

th th

e lo

ans

cont

ract

s.


20. WARRANTS According to the resolutions of the Annual General Meeting of Shareholders dated April 30, 1999, the Company

issued 141,531,150 warrants to the existing shareholders and specific investors, at the unit price of Baht 0.1. Total cash received from offer of warrants was in the approximate amount of Baht 14.15 million. The Company registered its warrants with the Stock Exchange of Thailand (“SET”) as listed securities and the warrants were approved by the SET to be listed securities from December 15, 1999 onwards.

The Extraordinary Ordinary Meeting of Shareholders No. 1/2001 of the Company held on December 28, 2001 approved the extension of exercised period to 10 years from the issuing date, which will be ended within September 30, 2009 and for the adjustment of exercised price to Baht 3 per share.

Subsequently, the Board of Directors’ Meeting No. 1/2002 held on February 20, 2002 approved the adjustment to the numbers of the existing warrants with the additional ratio of 2.33333 units per each 1 existing warrant, in accordance with the announcement of the Office of the Securities and Exchange Commission regarding guidelines on the adjustment to the exercise price/exercise ratio of warrants. The warrants after the adjustment were 471,686,471 units with the exercise ratio of 1 ordinary share per each warrant and exercise price of Baht 3 per share.

The Board of Directors’ Meeting No. 7/2003 held on September 15, 2003 had passed the resolution in accordance with the provision for the adjustments of warrant exercise ratio as stipulated by the Prospectus that would be changed from 1:1 to be one warrant exercisable to 1.05918 ordinary shares. The Company did not adjust the exercise price, however the Company brought forward the adjustment to be included in following adjustments of rights. The above adjustments would take immediate effect on the first date of the ordinary shares offering.

Accordingly, the Extra-Ordinary Meeting of Shareholders held on October 16, 2003 had passed the resolution of the adjustments of the Company’s par value, resulting in the exercise ratio changing from 1 : 1.05918 to be one warrant exercisable to 10.5918 ordinary shares at the exercise price of Baht 0.283 per share. According to the SEC’s Notification regarding guideline relating to adjustments of the exercise price/ratio of warrants, it allows the Company to adjust the number of warrants rather than to adjust the exercise ratio. Therefore, the Company chose to adjust the number of warrants which resulting that the number of warrants increased from 427,084,638 to 4,527,831,794. Consequently, the warrants had the same exercise ratio at one warrant exercisable to purchase one ordinary share at Baht 0.283 per share.

As at December 31, 2008 there were outstanding 327,547,899 units of unexercised warrants.

As at September 30, 2009, there were outstanding 4,202,737 units of unexercised warrants which is no longer being registered security in the Stock Exchange of Thailand since September 16, 2009 and can no longer be exercised.

21. STATUTORY RESERVE AND DIVIDEND Statutory Reserve of the Company Under the Public Limited Company Act B.E. 2535, the Company is required to set aside as a statutory reserve

at least 5% of its net profit after deducting accumulated deficit brought forward (if any) until the reserve reaches 10% of the registered share capital. The statutory reserve is not available for dividend distributions.

As at December 31, 2009 and 2008, the Company had allocated profit amount of Baht 29.83 million and Baht 41.17 million, respectively as a statutory reserve.

Statutory Reserve of the Subsidiaries Under the Civil and Commercial Code, the subsidiaries are required to set aside as a statutory reserve at least

5% of its net profit every dividend declaration until the reserve reaches 10% of the registered share capital. The statutory reserve is not available for dividend distributions.


As at December 31, 2009 and 2008, the subsidiaries had allocated profit amount of Baht 37.98 million and Baht 3.96 million as a statutory reserve, respectively.

Dividend

Dividend paid Dividend Dividend Approved by (Million Baht) per share Payment date

22. INCOME FROM INCREASE OF SALABLE AREA In 2008, the Company has recorded income from the increase of the change from utility area to salable

area approved by Industrial Estate Authority of Thailand, in amount of Baht 76.67 million. The effect of this change has been presented in the statements of income.

23. DIRECTORS’ REMUNERATION For the years ended December 31, directors’ remuneration consisting of meeting fee and annual compensation

of director and sub-committee were as follows:

2009 Dividend from the profit The Board of Directors’ Meeting 328.36 0.035 May 15,2009 of year 2008 on February 27, 2009 and the 2009 Annual General Meeting of Shareholders on April 29, 2009 Total dividend paid during year 2009 328.36 0.035 2008 Dividend from the profit The 2008 Annual General Meeting 375.03 0.040 May 15, 2008 of year 2007 of Shareholders on April 29, 2008 Interim dividend The Board of Directors’ Meeting 328.35 0.035 December 12,2008 for year 2008 on November 13, 2008 Total dividend paid during year 2008 703.38 0.075

MILLION BAHT 2009 2008

Hemaraj Land and Development Public Company Limited 15.80 16.92 Eastern Seaboard Industrial Estate (Rayong) Company Limited 8.54 12.39 Total 24.34 29.31

24. PROVIDENT FUND The Company and its 5 subsidiaries which are Eastern Industrial Estate Company Limited, Eastern Seaboard

Industrial Estate (Rayong) Company Limited, Eastern Pipeline Services Company Limited, H - Construction Management and Engineering Company Limited and H - Phoenix Property Company Limited, jointly established the provident fund under the Provident Fund Act B.E. 2530, named “Hemaraj Provident Fund”, to provide membership for their employees. According to regulations of the fund, member and the Company contributes 4% - 10% of employees’ monthly salaries, depending on the working period. Members are entitled to their whole contributions plus net benefit thereon, and the Company’s contributions plus benefits thereon at the rates, depending on their working period. The provident fund is managed by Tisco Asset Management Company Limited. During 2009 and 2008, the Company and the above subsidiaries had contributed to provident fund in the total amount of Baht 9.01 million and 8.41 million (Separate financial statements: Baht 4.09 million and Baht 3.85 million), respectively.


25. EXPENSE BY NATURE The major expenses by nature for the years ended December 31, were as follows:

MILLION BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008

Changes in cost of real estate developments (385.37) 79.67 (160.97) (184.60) Investment in cost of real estate developments 800.89 2,089.69 142.76 461.19 Capitalized finance costs 64.04 114.03 4.12 6.95 Investment in cost of real estate developments and capitalized (79.17) (262.11) - (25.67) Employee related expenses 226.72 245.95 110.09 111.80 Depreciation and amortization 175.04 155.80 23.55 23.68 Transfer fee and specific business tax 1.32 9.54 (0.06) 0.90 Share option cancellation expenses - 40.00 - 40.00 Written-off deposit for land purchase - 32.83 - 32.83 Loss from sales of investments in other companies - 31.84 - 16.84 Provision for loss on diminution in value of real estate development cost - 11.20 - 11.20 Loss (gain) from exchange rate (0.03) 0.06 (33.98) 27.27

26. CORPORATE INCOME TAX The Company and its subsidiaries record corporate income tax for real estate business according to the

accounting principle on basis of the percentage of completion for recognition of real estate sales and cost, and compute the corporate income tax in compliance with the Revenue Code on the basis of installments due. The company and subsidiaries will review the difference at the end of fiscal year. Corporate income tax for the years ended December 31, were as follows:

MILLION BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008

Corporate income tax in compliance (46.79) 98.14 (102.30) - with the accounting purposes Corporate income tax in compliance with the 87.90 279.12 34.32 153.86 Revenue Code


27. EARNINGS PER SHARE COMPUTATION Earnings per share computation in the consolidated and the separate financial statements for the years

ended December 31, consisted of: CONSOLIDATED FINANCIAL STATEMENTS Weighted average Net profit number of ordinary shares Earnings per share 2009 2008 2009 2008 2009 2008 Thousand Baht Thousand Baht Thousand Shares Thousand Shares Baht Baht

Basic earnings per share Net profit 575,239 1,342,024 9,482,857 9,373,467 0.06 0.14 The effect of potential ordinary shares from warrants Number of shares that would have been issued without consideration on the average fair value of ordinary shares in excess of the exercise price - 242,169 Diluted earnings per share Net profit attributable to ordinary shareholders in case of all warrants being exercised 575,239 1,342,024 9,482,857 9,615,636 0.06 0.14

SEPARATE FINANCIAL STATEMENTS Weighted average Net profit number of ordinary shares Earnings per share 2009 2008 2009 2008 2009 2008 Thousand Baht Thousand Baht Thousand Shares Thousand Shares Baht Baht

Basic earnings per share Net profit 596,538 823,440 9,482,857 9,373,467 0.06 0.09 The effect of potential ordinary shares from warrants Number of shares that would have been issued without consideration on the average fair value of ordinary shares in excess of the exercise price - 242,169 Diluted earnings per share Net profit attributable to ordinary shareholders in case of all warrants being exercised 596,538 823,440 9,482,857 9,615,636 0.06 0.09


28. B

USIN

ESS

SEGM

ENT

INFO

RMAT

ION

As

of D

ecem

ber 3

1, b

usin

ess

segm

ent i

nfor

mat

ion

in th

e co

nsol

idat

ed b

alan

ce s

heet

s cla

ssifi

ed b

y do

mes

tic a

nd o

vers

eas

busin

ess

was

as fo

llows

:

M

ILLI

ON B

AHT

20

09

2008

Dom

estic

Ov

erse

as

Dom

estic

Ov

erse

as

Re

al E

stat

e Ot

hers

Ho

ldin

g Co

mpa

ny

Tota

l Re

al E

stat

e Ot

hers

Ho

ldin

g Co

mpa

ny

Tota

l

Cost

of r

eal e

stat

e de

velo

pmen

ts, n

et

6,3

71.9

8

-

-

6,37

1.98

5,

930.

41

- -

5,93

0.41

Le

aseh

old

land

and

land

hel

d fo

r com

mer

cial

pur

pose

s, n

et

314

.94

-

-

31

4.94

31

4.94

-

- 31

4.94

As

sets

for r

ent,

net

1,

922.

04

155.

35

-

2,07

7.39

1,

919.

03

122.

36

- 2,

041.

39

Prop

erty

, pla

nt a

nd e

quip

men

t, ne

t 2

44.1

9

195.

93

-

440.

12

272.

34

111.

22

- 38

3.56

Ot

her a

sset

s

4,

340.

96

114.

72

20.5

6

4,47

6.24

4,

862.

03

173.

60

6.41

5,

042.

04

To

tal A

sset

s

13,1

94.1

1

466.

00

20.5

6

13,6

80.6

7

13,2

98.7

5 40

7.18

6.

41

13,7

12.3

4


The

oper

atio

n in

form

atio

n of

the

cons

olid

ated

sta

tem

ents

of i

ncom

e, fo

r the

yea

rs e

nded

Dec

embe

r 31,

cla

ssifi

ed b

y do

mes

tic a

nd o

vers

eas

busi

ness

wer

e as

follo

ws:

M

ILLI

ON B

AHT

20

09

2008

Dom

estic

Ov

erse

as

Dom

estic

Ov

erse

as

Re

al E

stat

e Ot

hers

Ho

ldin

g Co

mpa

ny

Tota

l Re

al E

stat

e Ot

hers

Ho

ldin

g Co

mpa

ny

Tota

l

Sale

s of

land

68

8.62

-

-

6

88.6

2

2,8

47.7

4

-

-

2,8

47.7

4

Sale

s of

pre

-fab

ricat

ed fa

ctor

ies

42.

78

-

-

42.

78

235

.54

-

-

2

35.5

4

Sale

s of

con

dom

iniu

ms

(5

7.47

) -

-

(5

7.47

) 1

46.2

9

-

-

146

.29

Se

rvic

e in

com

e

95

2.01

4

23.8

2

-

1,3

75.8

3

982

.53

2

79.8

3

-

1,2

62.3

6

Inco

me

from

incr

ease

of s

alab

le a

rea

-

-

-

-

76.

67

-

-

76.

67

Tota

l Sal

es a

nd S

ervi

ces

inco

me

1,6

25.9

4

423

.82

-

2

,049

.76

4

,288

.77

2

79.8

3

-

4,5

68.6

0

Prof

it (lo

ss) f

rom

ope

ratio

ns

167

.82

3

05.1

4

(5.2

5)

467

.71

1

,205

.20

17

1.68

(8

.22)

1

,368

.66

Ot

her i

ncom

e

17

2.32

0

.60

-

1

72.9

2

165

.12

0.

56

-

165

.68

Lo

ss o

n sa

les

of in

vest

men

t -

-

-

-

(1

6.84

) (1

5.00

) -

(3

1.84

) Ad

just

men

t of a

ccru

al fo

r tra

nsfe

r fee

and

spe

cific

bus

ines

s ta

x -

-

-

-

2

48.2

3

-

-

248

.23

Ga

in (l

oss)

on

exch

ange

rate

0

.03

-

-

0

.03

(0

.06)

-

-

(0

.06)

Di

rect

or re

mun

erat

ion

(2

5.44

) -

-

(2

5.44

) (2

9.31

) -

-

(2

9.31

) Sh

are

optio

n ca

ncel

latio

n ex

pens

es

-

-

-

-

(40.

00)

-

-

(40.

00)

Prov

isio

n fo

r los

s on

dim

inut

ion

in v

alue

of

le

aseh

old

land

and

land

hel

d fo

r com

mer

cial

pur

pose

s -

-

-

-

(1

1.20

) -

-

(1

1.20

) Sh

are

of p

rofit

from

inve

stm

ents

for u

sing

th

e eq

uity

met

hod

- as

soci

ates

8

0.62

-

-

8

0.62

2

8.59

-

-

2

8.59

Fi

nanc

e co

sts

(140

.94)

(2

.82)

-

(1

43.7

6)

(132

.71)

(4

.24)

-

(1

36.9

5)

Inco

me

tax

expe

nses

62.4

0

(15.

60)

-

46.

80

(82.

62)

(15.

52)

-

(98.

14)

Prof

it (lo

ss) a

fter t

ax

31

6.81

2

87.3

2

(5.2

5)

598

.88

1

,334

.40

13

7.48

(8

.22)

1

,463

.66

Ne

t pro

fit o

f min

ority

inte

rest

(23.

64)

(1

21.6

4)

Net p

rofit

57

5.24

1,3

42.0

2


29. PLEDGED ASSETS As of December 31, 2009, pledged assets were as follows: Hemaraj Land and Development Public Company Limited 1. Time deposit of Baht 2,059.90 million has been pledged as collateral against shareholders’ agreement of

the Company with financial institution for the project of GHECO - One Company Limited. 2. The ordinary shares of Hemaraj Eastern Seaboard Industrial Estate Company Limited, a subsidiary, have

been pledged with lenders secured for loans obtained by that subsidiary. 3. 11.34 million ordinary shares of GHECO - One Company Limited have been pledged with the lender secured

for loan obtained by that company. 4. 14.25 million ordinary shares of Glow IPP Company Limited have been pledged with the lender secured

for loan obtained by that company. 5. The partial land and attachments have been mortgaged as collateral for loans from local commercial

banks and financial institution. 6. The Company had mortgaged their residential condominium in the Company’s project as collateral for the

Company’s loan from a local commercial bank. 7. The Company had mortgaged their condominium office units as collateral for the Company’s loan from a

local commercial bank.

Eastern Industrial Estate Company Limited The Company’s majority land has been mortgaged as collateral for long-term loans from a local commercial

bank.

Eastern Seaboard Industrial Estate (Rayong) Company Limited 1. Time deposit of Baht 0.05 million has been pledged as security for public utility services. 2. The majority of the Company’s land and pre-fabricated factories has been mortgaged as collateral for

overdrafts and loans from one commercial bank. 3. Partial land and micro pre-fabricated factories of the company have been mortgaged as collateral for

loans from other person.

Hemaraj Eastern Seaboard Industrial Estate Company Limited The Company’s partial land and pre-fabricated factories has been mortgaged as collateral for the Company

and Parent company’s long-term loans from local commercial bank.

H - Phoenix Property Company Limited The Company had mortgaged their condominium office units as collateral for the Parent company’s loan from

a local commercial bank.


30. COMMITMENTS UNDER AGREEMENTS As of December 31, 2009, commitments under agreements were as follows: The Company and its subsidiaries have participated in the establishment industrial estate with the Industrial

Estate Authority of Thailand (“IEAT”) as the joint operation agreements as follows: 1. Hemaraj Chonburi Industrial Estate in Phase 1 and Phase 2 according to the joint operation agreements

dated July 5 and December 29, 1989 respectively. On October 31, 2001, the Company entered into the amendment to such joint operation agreements with IEAT. On March 29, 2005, the Company combined such agreement into one joint operation agreement.

2. Hemaraj Eastern Industrial Estate (Map Ta Phut) according to the joint operation agreement dated December 27, 1989. On October 31, 2001, the subsidiary entered into the amendment to such joint operation agreements with IEAT. On March 29, 2005, the Subsidiary combined such agreement into one joint operation agreement.

3. Eastern Seaboard Industrial Estate (Rayong) according to the joint operation agreement No. 1/2539 and 1/2540.

4. Hemraj Eastern Seaboard Industrial Estate according to the joint operation agreement No. 1/2542 (TS 21).

The major conditions are summarized as follows: 1. The Company shall provide utilities systems and facilities to the entrepreneurs in the industrial estate with

payment of expenses on its participation in the procedures to the IEAT. 2. The Company shall not transfer assets, component part and equipment as well as utilities systems and

facilities to the IEAT. 3. The Company shall provide a fund for the maintenance and construction of utilities systems and facilities

in the industrial estate (“Sinking Fund”).

Hemaraj Land and Development Public Company Limited 1. The Company acquired 5% investment in the amount of Baht 142.5 million in Glow IPP Company Limited

and has to maintain the 5% investment ratio to comply with the conditions with Electricity Generating Authority of Thailand.

2. The Company has commitment under construction and infrastructure contracts for the Company’s condominium project, with the remaining commitment balance amounting to Baht 0.36 million.

3. The Company has commitment from entering a purchase and sale contract in a project in amount of Baht 328.30 million. The Company has already paid Baht 32.83 million deposits. In 2008, the Company had written-off the deposit for land purchase in the amount of Baht 32.83 million because of the expiration of such land purchase.

4. In 2007, the Company has entered the partnership agreement to purchase golf member, in the amount of Baht 127.66 million, to support the marketing activities of the company with the remaining commitment balance amounting to Baht 4.97 million. Such memberships have to be transferred within 3 years from the contract date.

5. The Company acquired 35% investment in the amount of Baht 114 million in GHECO-One Company Limited. The Company has commitment to pay for capital increase and grant loan to that company in proportion to the shareholders’ participation. GHECO-One Company Limited entered into a power sale and purchase agreement (PPA) with EGAT on September 10, 2008 where GHECO-One shall supply all its electricity production to EGAT for 25 years from the Commercial Operation Date (COD) under the IPP Program. In addition, GHECO-One Company Limited had pledged the bid bond of USD 10 million to guarantee the bidding with Electricity Generating Authority of Thailand. The electricity generating plant is in the process of construction and guarantee by the company in the portion of investment.


The total project cost of GHECO-One Company Limited is estimated at USD 1,170 million or Baht 38,991 million which require investment from shareholders in the amount of approximately Baht 13,500 million. The Company has commitment to invest in proportion to the shareholders’ participation 35% being Baht 4,750 million. GHECO-One Company Limited is funded by local and international financial institutions of approximately of USD 460 million and Baht 9,960 million with the condition that the Company shall provided deposit or bank letter of credit in the amount of Baht 2,259.90 million to guarantee the joint venture agreement of the Company and the Company shall pledge the ordinary shares of GHECO-One Company Limited with the lender secured for this project loan.

6. The company has commitment to transfer its investment in Glow IPP Company Limited’s shares, with the consent of Glow IPP Company Limited’s lenders, equivalent to the default amount under loan agreement with Glow Company Limited to support for investment in Houay Ho project, in case of default by the company and Glow Company Limited exercise the enforcement event.

Eastern Seaboard Industrial Estate (Rayong) Company Limited The Company has obligations, under a joint-investment agreement with Hemaraj Land and Development

Public Company Limited and another company, that the company has to pay commission on sales of land and management fee to Hemaraj Land and Development Public Company Limited based on revenues from sales of land, public utility service providing and lease of factories.

Hemaraj Eastern Seaboard Industrial Estate Company Limited The Company has commitment under construction contracts to construct pre-fabricated factories and utilities

system, with the remaining commitment balance amounting to Baht 149.91 million.

Hemaraj Clean Water Company Limited The Company has commitment under construction contracts in utilities system, with the remaining commitment

balance amounting to Baht 78.56 million.

31. COMMITMENTS AND CONTINGENT LIABILITIES As of December 31, 2009, commitments and contingent liabilities consisted of: 1. The Company and its subsidiaries have entered into land sale and purchase contracts, which the contract

term requires the Company and its subsidiaries to contingently liable to repay deposits and installments in the event that buyers are unable to obtain satisfactory approvals from the Board of Investment and/or the IEAT to set up their operations.

2. The Company and its subsidiaries have obligation regarding guarantee of the loan agreement of the Company and its subsidiaries in the total credit line of Baht 5,882 million. (Separate financial statements : Baht 2,434 million)

3. The Company and its subsidiaries have obligations regarding guarantee of the hire purchase agreements of its related companies in the total credit line of Baht 6.00 million. (Separate financial statements : Baht 0.41 million)

4. The Company and its subsidiaries have obligations regarding guarantee and under condition of the letters of guarantee issued by the banks for their performance under the joint operation agreements with the Industrial Estate Authority of Thailand, their compliance with the agreement made with the Customs House in the free tax area, the construction of utilities under land sale contract, the construction of utility and power substation, and their performance under the raw water purchase agreement and others in the total amount of Baht 623.17 million. (Separate financial statements : Baht 218.05 million).


32. THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS RESOLUTION ABOUT DEBENTURES The Extraordinary General Meeting of Shareholders of Hemaraj Land and Development Public Company Limited

no 1/2550 on September 11, 2007 had resolved to issue and sale of debentures with the primary details as follows was approved:

Primary Details Type : Secured or unsecured debentures with/without trustee. Denomination : Thai Baht and/or any other currencies. Total value : Up to Baht 6,000,000,000 or in other currency equivalent to it. Term : Up to 10 years from the date of issue. Offering : Public offering and/or private placement and/or offering to institutional investors in

one or several tranches from time to time pursuant to the relevant notifications of the Securities and Exchange Commission.

Early redemption : The early redemption of debentures is an option for both the debenture holders and the Company (as the issuer) this is subject to the terms and conditions of each offering.

Other details and conditions relating to the issue and offer of debentures, such as type, number of debentures to be offered in each tranche, term, offering method, face value, purpose and use of process, offering price, interest rate, and interest payment shall be determined at the discretion of the Board of Directors.


33. PROMOTIONAL PRIVILEGES The Company and its 5 subsidiaries have been granted promotional certificates under the Investment

Promotion Act, B.E. 2520 as follows:

Hemaraj Land and Development Public Company Limited A. Industrial Estate Business A.1 December 29, 1988 1,500 Rai 7 years (*) 5 years (*) A.2 February 15, 1990 2,000 Rai 7 years (*) None A.3 July 25, 2001 1,282 Rai 7 years (**) None B. Industrial Factory Development Business B.1 June 21, 2000 11 Units 7 years None

Eastern Industrial Estate Company Limited A. Industrial Estate Business A.1 May 8, 1989 626 Rai 5 years (*) 5 years (*) September 23, 1992 1,850 Rai 8 years (*) 5 years (*) (Extension) A.2 November 27, 2002 1,240 Rai 8 years 5 years A.3 March 17, 2009 576 Rai 8 years 5 years

Eastern Seaboard Industrial Estate (Rayong) Company Limited A. Industrial Estate Business A.1 June 21, 1995 2,063 Rai 8 years (*) 5 years (*) August 9, 1996 1,532 Rai 8 years (*) 5 years (*) (Extension) A.2 October 27, 1997 2,466 Rai 8 years 5 years July 31, 2000 325 Rai 8 years 5 years (Extension) A.3 July 25, 2001 716 Rai 7 years None A.4 December 8, 2004 1,020 Rai 8 years 5 years A.5 October 17, 2007 520 Rai 8 years 5 years B. Industrial Factory Development Business B.1 January 19, 2000 22 Units 8 years (*) 5 years B.2 June 21, 2000 13 Units 8 years 5 years B.3 November 29, 2000 12 Units 8 years 5 years B.4 January 16, 2002 51 Units 8 years 5 years B.5 March 27, 2002 22 Units 8 years 5 years B.6 September 7, 2006 6 Units 8 years 5 years B.7 March 23, 2007 7 Units 8 years 5 years

Major Privileges Area/units obtained Exemption from Reduction of Date obtained for promotional for promotional corporate 50% of corporate privilege privilege income tax (***) income tax (****)


Major Privileges Area/units obtained Exemption from Reduction of Date obtained for promotional for promotional corporate 50% of corporate privilege privilege income tax (***) income tax (****)

Hemaraj Eastern Seaboard Industrial Estate Company Limited A. Industrial Estate Business A.1 May 22, 1997 1,407 Rai 8 years 5 years A.2 May 22, 1997 1,375 Rai 8 years 5 years A.3 May 22, 1997 1,485 Rai 8 years 5 years A.4 September 26, 1996 1,653 Rai 8 years 5 years A.5 January 11, 2008 1,500 Rai 8 years 5 years B. Industrial Factory Development Business B.1 August 14, 2007 13 Units 8 years 5 years B.2 December 29, 2008 1 Unit 8 years 5 years B.3 December 30, 2009 1 Unit 8 years 5 years B.4 December 30, 2009 1 Unit 8 years 5 years B.5 December 30, 2009 1 Unit 8 years 5 years Hemaraj Water Company Limited A. Utility and Other Services Business A.1 October 25, 2005 12.27 million 8 years 5 years cubic meters SME Factory Company Limited A. Industrial Factory Development Business A.1 May 21, 2007 3 Units 7 years None * Major Privilege was expired. ** Major Privilege still not started because the Company has not earned the revenues yet. *** Starting from the first revenue recognised date. **** Starting from the exemption from corporate income tax is expired.

For the years ended December 31, domestic revenues were classified into the promoted and the non-promoted businesses as follows:

THOUSAND BAHT

BOI NON-BOI TOTAL

2009 2008 2009 2008 2009 2008

Consolidated financial statements Revenue from sales Lands 653,624.67 2,836,588.83 34,993.72 11,146.21 688,618.39 2,847,735.04 Industrial factories 42,776.20 111,123.86 - 124,421.00 42,776.20 235,544.86 Condominiums - - (57,472.77) 146,294.59 (57,472.77) 146,294.59 Service income 551,466.54 507,264.65 824,365.13 755,089.21 1,375,831.67 1,262,353.86 Total 1,247,867.41 3,454,977.34 801,886.08 1,036,951.01 2,049,753.49 4,491,928.35 Separate financial statements Revenue from sales Lands - - 1,199.91 9,779.26 1,199.91 9,779.26 Industrial factories - - - - - - Condominiums - - (57,472.77) 146,294.59 (57,472.77) 146,294.59 Service income - - 156,260.76 131,966.05 156,260.76 131,966.05 Total - - 99,987.90 288,039.90 99,987.90 288,039.90


34. FINANCIAL INSTRUMENTS Risk Management Policy Exposure to interest rate and currency risk arises in normal course of the Hemaraj Group’s business. These

are subject to the risk of market rates changing subsequent to the transaction date. The Hemaraj Group’s policy on interest rate risk and currency risk hedging is as follows: A. Maintaining proportions of domestic and foreign borrowings; B. Borrowing loans at fixed and floating interest rates; C. Pledging assets as collateral against loans. The Hemaraj Group has no policy to speculate on or engage in the trading of any off-balance-sheet derivative

financial statements.

Fair Value of Financial Instruments Except as disclosed in Note 3 to the financial statements, fair value of significant financial instruments

consists of: A. Fair value of cash and cash equivalents, deposits for investment, account receivables, bank overdrafts

and loans from financial institutions, account payables and accrued expenses are approximately equal to the carrying amount because of short maturity of these instruments.

B. Fair value of short-term investments in available-for-sale securities is equal to the market value. C. Fair value of short-term loans and advances to related parties, loans to related parties, other loans,

short-term loans and advances from related parties, amount due to and loans from related parties could not be determined since the repayment period is not specified.

35. SUBSEQUENT EVENTS The Board of Directors’ Meeting of Hemaraj Land and Development Public Company Limited No. 1/2010

held on February 26, 2010 recommended payment of a final dividend of another Baht 0.03 per share to be considered and approved at the Annual General Meeting of Shareholders of the Company.

36. APPROVAL OF FINANCIAL STATEMENTS These financial statements have been approved by the Company’s Board of Directors on February 26,

2010.


SHAREHOLDING & ORGANIZATION STRUCTURE

Top Ten of Hemaraj Land and Development’s Shareholders as at 17/3/09

No. Major Shareholders No. of Shares % of Total Issued Share

1 Miss Phenpunnee Horrungruang 1,082,223,870 11.54 2 Credit Agricole (Suisse) SA, Singapore Branch 849,906,389 9.06 3 Nomura Singapore Limited – Customer Segregated Account 643,484,500 6.86 4 EFG Bank 546,500,000 5.83 5 Mrs. Kanokkarn Siriratanapan 463,106,400 4.94 6 Chase Nominees Limited 42 440,724,327 4.70 7 Mr. Abdhulor Kanda 426,454,200 4.55 8 Mr. Sombat Tepsatist 417,567,600 4.45 9 Miss Kanda Korakochsakulwong 415,266,800 4.43 10 Chase Nominee Limited 1 336,172,395 3.58

Shareholders

Board of Directors

Nominating CommitteeAudit Committee

Corporate Governance Committee

Executive Committee

President & CEO

Internal Audit

Executive Vice President

Industrial Customer

Development

Industrial Estate

Operations

Industrial Estate

Development

Information System & Services

Small Power&Water

Project Planning

Corporate Planning

& Investor Relations

Corporate Marketing

Residential Customer

Development

ResidentialProject

Planning

Senior Vice President

Accounting & Legal

ProcurementFinance


Necessity and Reasonableness of Related Transactions The related transactions between the Company and its subsidiaries, affiliated companies, related companies and/or the third party generally are from normal course of businesses which will be considered based on the reasonable market prevailing rate. The transactions will be approved by the Board of Directors, Executive Committee or top management as the case may be, including to be reviewed by the Audit Committee in compliance with the rules stated by the Stock Exchange of Thailand (SET), Securities and Exchange Commission (SEC), as well as Thai Accounting Standards in relation to information disclosure and practices of listed companies in connected transactions, announced by the Federation of Accounting Profession.

Audit Committee’s Opinion in relation with Related Transactions By having considered and reviewed the disclosure of related-party transactions among the Company and its group with the Company’s internal auditor, external auditor and the Management, the Committee has the opinion that the disclosure of the related transactions was adequate, correct and in compliance with related laws and the regulations of SET, SEC, the Company’s objective, and Thai Accounting Standards in relation to information disclosure and practices of listed companies in related transactions, announced by the Federation of Accounting Profession.

Approval Measures or Procedures of Related Transactions Future related transactions will be considered and approved by the Management, Executive Committee, Board of Directors, or Shareholders’ Meeting, whichever the case maybe according to the Company’s rules and regulations. Meanwhile, prices and other conditions shall be conducted as part of normal of business with reasonable market prevailing rate as if the transaction is made with the third party where directors or staff with an interest in such transaction must not participate in the approval process. The transactions will be audited and reviewed by external auditor, internal auditor, and the Audit Committee of the Company. The Company shall disclose the transaction details in compliance with related laws and the regulations of SET, SEC, the Company’s objective, and Thai Accounting Standards in relation to information disclosure and practices of listed companies in connected transactions, announced by the Federation of Accounting Profession.

In compliance with Securities and Exchange Act (Amended) effective in 2008, the Company has added the rules in relation with any related transactions which are from the normal course of business in order not to obstruct the business operations as follows:

1. For any future related transactions between the Company and its subsidiary companies, affiliated companies, related companies, directors, management, and/or the third party which is a normal course of business, the Management can approve the said transaction by having the terms and conditions the same as part of the normal course of business in the same manner as the Company will conduct with the third party without having any influence from directors, management, or related persons.

2. The Company shall summarize the list of related transactions which has the amount over than 3% of Net Tangible Asset to present to the Board of Directors every quarter.

TRANSACTIONS WITH RELATED PARTIES


1 As

soci

ates

: 1.1

Cofely

(Tha

iland

) Man

agem

ent

- The

Com

pany

hold

s 39

.99%

Lo

an to

- The

Com

pany

obtain

s prev

entiv

e Ut

ilities

Rate

is at th

e m

arke

t rate.

Limite

d

- The

re are 3

com

pany

’s dir

ectors

who

are

- Pr

incipa

l and

Acc

. Int. I

ncom

e

main

tena

nce

service

s an

d repa

iring

Loan

from

Com

pany

is p

ropo

rtion

ate

(Previo

usly

nam

ed E

lyo-H

Fac

ilities

the

direc

tor a

nd th

e ex

ecutive

dire

ctor i

n Be

ginnin

g Ba

lance

-

service

s for S

ME

Factories

and

to o

ther S

hareho

lders.

Man

agem

ent L

imite

d)

an a

ssoc

iated

com

pany

whic

h is

cons

ist

Pr

incipa

l dur

ing

the

year

5,

600

Indu

stria

l Estates

from

the

Asso

ciates.

of M

r. Da

vid Rich

ard

Nardon

e,

Ac

c. Int.

Inco

me

durin

g the

year

137

- Th

e Co

mpa

ny p

rovid

es U

tilitie

s

Mr.

Viva

t Jira

tikarns

akul,

and

Rece

ived

durin

g the

year

(109

) Se

rvice

s to th

e As

socia

tes.

M

s. Pa

ttam

a Ho

rrung

ruan

g En

ding

Banla

nce

5,62

8 - T

he C

ompa

ny p

rovid

es L

oan

to th

e F

acilit

ies M

anag

emen

t Servic

es

- Mr.

Kham

houn

g Ra

tsam

any

is als

o -

Cost o

f Servic

e 1,20

5 As

socia

tes

as th

e Sh

areh

olders

a

direc

tor i

n an

ass

ociat

ed c

ompa

ny

- Se

rvice

Inco

me

13

acco

rding

to it

s sh

areh

olding

stru

cture

with

an

interes

t rate

at M

LR o

f

a

com

mercia

l ban

k. T

he in

terest is

pa

id m

onthly.

1.2

SIL

Indu

stria

l Lan

d Co

mpa

ny L

imite

d - T

he C

ompa

ny h

olds

25 %

Indu

stria

l Estate

Deve

lopm

ent

- The

re a

re 2

com

pany

’s dir

ectors

who

are

- Se

rvice

Inco

me

16

,411

- T

he C

ompa

ny p

rovid

es M

anag

emen

t - M

anag

emen

t Fee

at 5

%-8%

of R

even

ue

the

direc

tor a

nd th

e ex

ecutive

dire

ctor in

-

Trad

e ac

coun

t rec

eivab

les

Se

rvice

s

an

ass

ociat

ed c

ompa

ny w

hich

is co

nsist

B/F

2,03

0 - T

he C

ompa

ny’s s

ubsid

iary

prov

ides

- Man

agem

ent F

ee is

at t

he m

arket ra

te.

of M

r. Da

vid Rich

ard

Nardon

e an

d

Dur

ing

the

year

17

,045

De

sign

and

Cons

truction

Man

agem

ent

M

r. Viva

t Jira

tikarns

akul

C/

F 1,39

6 Se

rvice

s. 1.3

Rayo

ng In

dustria

l Lan

d

- The

Com

pany

hold

s 25

% (

indire

ctly)

-

Service

Inco

me

16,773

- T

he C

ompa

ny p

rovid

es M

anag

emen

t - M

anag

emen

t Fee

at 5

%-8%

of R

even

ue

Com

pany

Lim

ited

throug

h the

hand

of

SIL

Indu

stria

l -

Trad

e ac

coun

t rec

eivab

les

Se

rvice

s. Indu

stria

l Estate

Deve

lopm

ent

Land

Com

pany

Lim

ited

B/

F 1,40

8 - T

he C

ompa

ny’s s

ubsid

iary

prov

ides

- Man

agem

ent F

ee is

at t

he m

arke

t rate.

- T

here a

re 2

com

pany

’s d

irectors

who

Dur

ing

the

year

17

,309

De

sign

and

Cons

truction

Man

agem

ent

are

the

direc

tor a

nd th

e ex

ecutive

dire

ctor

C/

F 87

2 Se

rvice

s.

i n an

ass

ociat

ed c

ompa

ny w

hich

is co

nsist

of M

r. Da

vid Rich

ard

Nardon

e an

d

M

r. Viva

t Jira

tikarns

akul

Co

nnec

ted

Pers

ons/

De

scrip

tion

of R

elat

ions

hip

Tran

sact

ion

Am

ount

De

scrip

tion

Nece

ssity

/Opi

nion

of A

udit

Type

of B

usin

ess

Com

mitt

ee

As o

f Dec

embe

r 31,

2009

, the

Com

pany

and

sub

sidi

arie

s ha

d th

e ou

tsta

ndin

g ba

lanc

es a

nd s

how

ed re

venu

e/ex

pens

es tr

ansa

ctio

ns o

f yea

r 200

9 w

ith a

ssoc

iate

d an

d re

late

d pa

rties

as

follo

ws:

(Uni

t: Th

ousa

nd B

aht)


2. R

elat

ed C

ompa

nies

and

Per

son

2.1

Loan

to

- The

Com

pany

hold

s 6.40

%

Loan

to

11,355

In 1

996, T

he C

ompa

ny p

rovid

ed lo

an

- The

outstan

ding

amou

nt is

a re

sult

2.1.1

Srira

cha

Harbor P

ublic

Com

pany

- T

here a

re 2

com

pany

’s d

irectors

who

Less

Allo

wan

ce fo

r dou

btful d

ebts

( 11,35

5)

to a

s a

shareh

older (1

5% h

olding

) for

from

the

loan

gran

ted

as d

eem

nec

essa

ry

Lim

ited

are th

e ex

ecutive

dire

ctor i

n an

ass

ociat

ed

Be

ginnin

g Ba

lance

Net

- Ba

ht 2

0 m

illion

with

interest ra

te o

f at th

at p

oint o

f tim

e an

d the

interes

t rate

co

mpa

ny, M

r. Vikit

Horrung

ruan

g

Durin

g the

year

- 15

.5%

whic

h was

the

marke

t rate

is ch

arged

at m

arket ra

te d

uring

that

time.

an

d M

r. Ch

avali

t Setha

metee

kul.

En

ding

Balan

ce N

et

- du

ring

that ti

me. S

rirac

ha H

arbo

r

Port

Service

and

Trans

porta

tion

- Interest In

com

e 11

4 repa

id so

me

of p

rincip

al. D

uring

the

-The

Com

pany

has

fully

rese

rved

total

1997

cris

is, S

rirac

ha H

arbo

r was

am

ount o

f dou

btful a

ccou

nt a

t the

tim

e.

unab

le to re

pay

the

debt a

nd w

ent

The

Com

pany

filed

the

petition

und

er th

e

un

der t

he re

habil

itatio

n pla

n. N

ow

reha

bilita

tion

plan

of S

rirac

ha H

arbo

ur P

lc.

Srira

cha

Harbor o

perates

and

repa

ys

as a

resu

lt fro

m e

cono

mic

crisi

s in

1997

the

debt u

nder th

e reha

bilita

tion

plan.

- The

Com

pany

has

fully

rese

rved

the

total a

mou

nt o

f dou

btful a

ccou

nt

acco

rding

to th

e Co

mpa

ny’s

proc

edures

.

Ho

wev

er, t

he C

ompa

ny h

as n

ot

adjus

ted

the

rese

rve

unde

r the

reha

bilita

tion

plan

whic

h will

be

adjus

ted

upon

rece

iving

from

the

de

btor. A

ccordin

g to th

e reha

bilita

tion

pla

n, th

e Co

mpa

ny w

ill rece

ives

the

interes

t at t

he ra

te o

f 1%

p.a.

and

the

princ

ipal w

ill be

repa

id in

full with

in

10 y

ears.

Co

nnec

ted

Pers

ons/

De

scrip

tion

of R

elat

ions

hip

Tran

sact

ion

Am

ount

De

scrip

tion

Nece

ssity

/Opi

nion

of A

udit

Type

of B

usin

ess

Com

mitt

ee

(Uni

t: Th

ousa

nd B

aht)


2.2

Acco

unt R

eceiv

able

2.2.1

Stee

l Top

Com

pany

Lim

ited

- With

a re

lation

ship

throug

h the

Compa

ny’s

- Trad

e Ac

coun

t Rec

eivab

les

7,40

6 - I

t was

the

accrue

d m

aintena

nce

- U

tilitie

s Ra

te is

at t

he m

arke

t rate.

St

eel M

anufac

turin

g an

d Di

strib

ution

Di

rector, M

iss P

attam

a Ho

urrung

ruan

g

Less

Allo

wanc

e for d

oubtful d

ebts

(7,406

) se

rvice

fees

sinc

e 19

97. T

he C

ompa

ny’s

- The

outstan

ding

acco

unt r

eceiv

able

of

ha

s he

r clos

e relat

ive w

ho is

the

direc

tor

Be

ginnin

g Ba

lance

Net

- su

bsidi

ary

prov

ided

utilit

y se

rvice

s to

utilit

ies w

ith S

teel

Top

durin

g the

1997

in Re

lated

Com

panie

s

Durin

g the

year

- St

eel T

op w

ithin

indus

trial

estate in

ec

onom

ic crisi

s de

pend

s up

on th

e

En

ding

Balan

ce N

et

- ac

cordan

ce w

ith th

e co

mm

itmen

t reha

bilita

tion

plan. T

he C

ompa

ny h

as

given

to th

e Indu

stria

l Estate

Authority

fully

rese

rved

the

total a

mou

nt o

f

of T

haila

nd

doub

tful a

ccou

nt

- During

199

7 ec

onom

ic crisi

s, su

ch

com

pany

clos

ed d

own

and

alrea

dy

trans

ferre

d the

land

for d

ebt

restructuring

. The

Com

pany

has

fully

rese

rved

the

total a

mou

nt o

f dou

btful

acco

unt

Co

nnec

ted

Pers

ons/

De

scrip

tion

of R

elat

ions

hip

Tran

sact

ion

Am

ount

De

scrip

tion

Nece

ssity

/Opi

nion

of A

udit

Type

of B

usin

ess

Com

mitt

ee

(Uni

t: Th

ousa

nd B

aht)


HOLD

ING

STRU

CTUR

E AN

D RE

VENU

E OF

THE

COM

PANY

, SUB

SIDI

ARIE

S AN

D AS

SOCI

ATED

COM

PANI

ES

Hem

araj

Lan

d An

d De

velo

pmen

t Pub

lic

18th

Flo

or, U

M T

ower

, 9 R

amkh

amha

eng

Indu

stria

l Est

ates

, Util

ities

3,

882

24

0.85

11

%

649.

00

13%

2,

166.

82

41%

Co

mpa

ny L

imite

d Rd

., Su

anlu

ang,

Ban

gkok

102

50, T

haila

nd

and

Prop

erty

Dev

elop

er

Re

gist

ratio

n No

. Bor

mor

jor 0

1075

3600

0676

Te

l.(66

2) 7

19-9

555

Shar

e Ca

pita

l 15,

000,

000,

000

shar

es

Fax

(662

) 719

-954

6-7

Issu

ed 9

,705

,186

,191

sha

res

www.

hem

araj

.com

E-m

ail:

inve

st@

hem

araj

.com

Subs

idia

ry C

ompa

nies

He

mar

aj In

tern

atio

nal L

imite

d (1

) Sc

otia

Cen

tre, 4

th F

loor

Ho

ldin

g Co

mpa

ny

0.03

10

0

P.

O.Bo

x 28

04, G

eorg

e To

wn,

Gr

and

Caym

an, C

aym

an Is

land

s

H-In

tern

atio

nal (

BVI)

Com

pany

Lim

ited

(2)

Rom

asco

Pla

ce,

Wick

ham

s C

ay 1

, Ho

ldin

g Co

mpa

ny

0.08

10

0 -

0%

-

0%

0.

19

0%

P.O.

Box

314

0, R

oad

Town

, Tor

tola

Briti

sh V

irgin

Isla

nds.

East

ern

Indu

stria

l Est

ate

Com

pany

Lim

ited

18th

Flo

or, U

M T

ower

, In

dust

rial E

stat

e De

velo

per

400

99.9

9 81

9.66

36

%

899.

58

18%

1,

309.

81

25%

9

Ram

kham

haen

g R

oad,

Sua

nlua

ng,

Ba

ngko

k 10

250,

Tha

iland

East

ern

Pipe

line

Serv

ices

Com

pany

Lim

ited

(3)

18th

Flo

or, U

M T

ower

, Pi

pe R

ack

Rent

al

100

99.9

9 75

.38

3%

67

.51

1%

49

.78

1%

9

Ram

kham

haen

g R

oad,

Sua

nlua

ng,

Ba

ngko

k 10

250,

Tha

iland

East

ern

Seab

oard

Indu

stria

l Est

ate

18th

Flo

or, U

M T

ower

, In

dust

rial E

stat

e De

velo

per

358

60

317.

37

14%

1,

216.

06

24%

90

9.94

17

%

(Ray

ong)

Com

pany

Lim

ited

9 R

amkh

amha

eng

Roa

d, S

uanl

uang

,

Bang

kok

1025

0, T

haila

nd

H-

Cons

truct

ion

Man

agem

ent

18th

Flo

or, U

M T

ower

, En

gine

erin

g Pr

ojec

t 17

.15

99.9

9 23

.09

1%

34

.12

1%

51

.33

1%

an

d En

gine

erin

g Co

mpa

ny L

imite

d 9

Ram

kham

haen

g R

oad,

Sua

nlua

ng,

and

Cons

truct

ion

Serv

ice

Bang

kok

1025

0, T

haila

nd

Th

e Pa

rk R

esid

ence

Com

pany

Lim

ited

18th

Flo

or, U

M T

ower

, Pr

oper

ty D

evel

opm

ent a

nd

0.25

99

.99

7.43

0%

5.

64

0%

3.27

0%

9

Ram

kham

haen

g R

oad,

Sua

nlua

ng,

Mar

ketin

g an

d Se

rvice

Ba

ngko

k 10

250,

Tha

iland

M

anag

emen

t

He

mar

aj E

aste

rn S

eabo

ard

Indu

stria

l 18

th F

loor

, UM

Tow

er,

Indu

stria

l Est

ate

Deve

lope

r 1,

000

99.9

9 30

0.24

13

%

1,84

7.48

37

%

675.

97

13%

Es

tate

Com

pany

Lim

ited

9 R

amkh

amha

eng

Roa

d, S

uanl

uang

,

Bang

kok

1025

0, T

haila

nd

He

mar

aj W

ater

Com

pany

Lim

ited

(4)

18th

Flo

or, U

M T

ower

, In

dust

rial W

ater

Util

ity

100

99.9

9 14

7.71

6%

94

.39

2%

28

.27

1%

9

Ram

kham

haen

g R

oad,

Sua

nlua

ng,

Ba

ngko

k 10

250,

Tha

iland

SME

Fact

ory

Com

pany

Lim

ited

18th

Flo

or, U

M T

ower

, Fa

ctor

y fo

r Sal

e an

d Re

ntal

37

99

.99

21.1

3

1%

4.09

0%

2.

06

0%

9 R

amkh

amha

eng

Roa

d, S

uanl

uang

,

Bang

kok

1025

0, T

haila

nd

H-

Phoe

nix

Prop

erty

Com

pany

Lim

ited

18th

Flo

or, U

M T

ower

, Of

fice

for S

ale

and

Rent

al

480

99.9

9 91

.60

4%

80

.28

2%

40

.72

1%

9

Ram

kham

haen

g R

oad,

Sua

nlua

ng,

Ba

ngko

k 10

250,

Tha

iland

Hem

araj

Cle

an W

ater

Com

pany

Lim

ited

(5)

18th

Flo

or, U

M T

ower

, Pr

oduc

e an

d di

strib

ute

the

645

99.9

9 17

8.24

8%

84

.36

2%

9

Ram

kham

haen

g R

oad,

Sua

nlua

ng,

indu

stria

l wat

er

Bang

kok

1025

0, T

haila

nd

Nam

e

Addr

ess

Natu

re o

f Pa

id

% o

f

Re

venu

e (M

il. B

aht)

Bu

sine

ss

Capi

tal

Inve

st

(M

il.Ba

ht)

men

t 20

09

%

2008

%

2007

%


Rem

ark

1) I

ncor

pora

ted

in th

e Ca

yman

Isla

nds

2) I

ncor

pora

ted

in th

e Te

rrito

ry o

f the

Brit

ish

Virg

in Is

land

s

3)

Hel

d 74

.99

% d

irect

ly a

nd 2

5% in

dire

ctly

thro

ugh

East

ern

Indu

stria

l Est

ate

Com

pany

Lim

ited

4) H

eld

99.9

9 %

indi

rect

ly th

roug

h He

mar

aj C

lean

Wat

er C

ompa

ny L

imite

d (In

200

7, 7

4.99

% d

irect

ly a

nd 2

5% in

dire

ctly

thro

ugh

East

ern

Indu

stria

l Com

pany

Lim

ited)

5)

In

2009

, Hem

araj

Cle

an W

ater

Com

pany

Lim

ited

had

calle

d fo

r ful

ly p

aid

up c

apita

l. (In

200

8 He

mar

aj h

ad e

stab

lishe

d He

mar

aj C

lean

Wat

er C

ompa

ny L

imite

d, w

hich

had

the

regi

ster

ed c

apita

l in

the

amou

nt o

f Bah

t 645

mill

ion

an

d ha

d pa

id u

p fo

r sha

re c

apita

l in

the

amou

nt o

f Bah

t 580

.50

mill

ion)

6) H

eld

25%

dire

ct in

S I

L In

dust

rial L

and

(Sar

abur

i) Co

mpa

ny L

imite

d an

d al

so S

I L

held

99.

99%

in R

ayon

g In

dust

rial L

and

Com

pany

Lim

ited

7) O

n 15

Oct

ober

200

7 He

mar

aj s

old

all s

hare

s in

Glo

w H

emar

aj E

nerg

y Co

mpa

ny L

imite

d to

Glo

w E

nerg

y Pu

blic

Com

pany

Lim

ited

8) 5

1% d

irect

ly h

eld

by th

e Co

mpa

ny in

Hou

ay H

o Th

ai C

ompa

ny L

imite

d th

at h

as h

eld

25%

in H

ouay

Ho

Pow

er C

ompa

ny L

imite

d, a

com

pany

regi

ster

ed in

Lao

Peo

ple’

s De

moc

ratic

Rep

ublic

(US.

cur

renc

y is

use

d fo

r bus

ines

s op

erat

ion)

.

9) I

n 20

08, 2

007

Shar

e of

(pro

fits)

loss

es fr

om in

vest

men

ts b

y us

ing

the

equi

ty m

etho

d in

Ass

ocia

ted

Com

pani

es w

as p

rese

nted

as

an e

xpen

ses

in S

tate

men

t of I

ncom

e

Nam

e

Addr

ess

Natu

re o

f Pa

id

% o

f

Re

venu

e (M

il. B

aht)

Bu

sine

ss

Capi

tal

Inve

st

(M

il.Ba

ht)

men

t 20

09

%

2008

%

2007

%

Asso

ciate

d Co

mpa

nies

(9)

Cofe

ly (T

haila

d) M

anag

emen

t Lim

ited

107/

1 M

oo 4

, Eas

tern

Sea

boar

d Fa

ciliti

es M

anag

emen

t Ser

vice

s 50

40

3.

60

0%

2.76

0%

2.

01

0%

Indu

stria

l Est

ate

(Ray

ong)

,

Plua

kdea

ng, R

ayon

g, T

haila

nd

Ra

yong

Indu

stria

l Lan

d Co

mpa

ny L

imite

d

1 Si

am C

emen

t Roa

d, B

angs

ue

Indu

stria

l Est

ate

Deve

lope

r 1,

000

25

11.3

0

1%

(6.5

0)

0%

(0.6

1)

0%

(6)

Bang

kok

1080

0, T

haila

nd

S

I L In

dust

rial L

and

(Sar

abur

i) 11

1 M

oo 7

, Non

g Pl

a M

ao S

ub-D

istric

t In

dust

rial E

stat

e De

velo

per

500

25

3.55

0%

12

.64

0%

0.

92

0%

Com

pany

Lim

ited

Nong

Kha

e Di

stric

t, Sa

rabu

ri

18

140,

Tha

iland

Glow

Hem

araj

Ene

rgy

Com

pany

Lim

ited

(7)

195

Empi

re T

ower

, 38t

h Fl

oor

Elec

tricit

y an

d Po

wer G

ener

atio

n -

- -

0%

-

0%

(2

.68)

0%

Pa

rk W

ing,

Sou

th S

atho

rn R

oad

Ba

ngko

k 10

120,

Tha

iland

GHEC

O-On

e Co

mpa

ny L

imite

d 19

5 Em

pire

Tow

er, 3

8th

Floo

r El

ectri

city

and

Powe

r Gen

erat

ion

324

35

74.2

5

0%

19.6

9

0%

(0.2

2)

0%

Park

Win

g, S

outh

Sat

horn

Roa

d

Bang

kok

1012

0, T

haila

nd

Ho

uay

Ho T

hai C

ompa

ny L

imite

d 10

/ 1

90-1

93 ,

Tren

dy T

ower

, 26t

h Fl

oor,

Hold

ing

Com

pany

52

8 51

(0

.19)

0%

So

i Suk

hum

vit 1

3, S

ukhu

mvi

t Roa

d,

Kw

aeng

Klo

ngto

eynu

a,Kh

et W

atta

na,

Ba

nkok

Houa

y Ho

Pow

er C

ompa

ny L

imite

d (8

) P.

O.Bo

x 54

64, N

ong

Bone

Roa

d El

ectri

city

and

Powe

r Gen

erat

ion

50

12.7

5 (1

1.89

) -1

%

Bane

Fai

, Xay

setta

Dist

rict,

Vien

tiane

(Mill

ion

USD)

Lao

Peop

le’s

Dem

ocra

tic R

epub

lic

Re

late

d Co

mpa

nies

Ea

ster

n Fl

uid

Tran

spor

t Com

pany

Lim

ited

618

Nim

om M

akka

san

Road

M

anag

emen

t and

Mai

nten

ance

10

15

M

akka

san,

Rat

chth

ewi

of P

ipe

Rack

Ba

ngko

k 10

400,

Tha

iland

Glow

IPP

Com

pany

Lim

ited

195

Empi

re T

ower

, 38t

h Fl

oor

Elec

tricit

y an

d Po

wer G

ener

atio

n 2,

850

5

Pa

rk W

ing,

Sou

th S

atho

rn R

oad

Ba

ngko

k 10

120,

Tha

iland

To

tal R

even

ue :

Hem

araj

Lan

d An

d De

velo

pmen

t PLC

. and

Sub

sidi

arie

s

2,30

3.32

10

0%

5,01

1.10

10

0%

5,23

7.58

10

0%

196

Hemaraj Land And Development Plc.

Nam

e

SU

BSID

IARY

COM

PANI

ES

ASSO

CIAT

ED C

OMPA

NIES

1 M

r. Ch

aval

it Se

tham

etee

kul

/, X

2 M

r. Su

dhip

an C

haru

man

i /

3 M

r. Th

ongc

hai

Sr

isom

bura

nano

nt

/, //

X

/, //

X

/ X

X

X

X

X

/ /

4 M

r. Dav

id R

icha

rd N

ardo

ne

/, //

/ /,

// /

X

/ X

/ /

/ /

/ /

/ /

/ X

/ /

5 M

r. Vi

vat Ji

ratik

arns

akul

/,

// /

/, //

/ /

/ /

/ /

/ /

/ /

/ /

/ /

/ /

6 M

r. Pe

ter Jo

hn E

dmon

dson

/

7 M

rs. P

unne

e

W

oraw

uthi

chon

gsat

hit

/

8 M

s. P

atta

ma

Hor

rung

ruan

g /,

// /

/, //

/ /

/

/ /

/ /

/ /

/

9 M

r. So

mph

ong

Wan

apha

/

10 M

r. Vi

kit Hor

rung

ruan

g /

11 M

r. Kh

amho

ung

Rats

aman

y

/

12 M

r. Ta

nin

Subb

oonr

ueng

/

13 M

r. Si

risak

Kijr

aksa

/

Eastern Industrial Estate Co., Ltd.

Eastern Seaboard Industrial Estate (Rayong) Co., Ltd.

Hemaraj Eastern Seaboard Industrial Estate Co., Ltd.

Eastern Pipeline Services Co., Ltd.

The Park Residence Co., Ltd.

H-Construction Management and Engineering Co., Ltd

Hemaraj Water Co., Ltd.

SME Factory Co., Ltd.

H-Phoenix Property Co., Ltd.

Hemaraj Clean Water Co., Ltd.

H-International (BVI) Co., Ltd.

Hemaraj International Co., Ltd.

S I L Industrial Land (Saraburi) Co., Ltd.

Rayong Industrial Land Co., Ltd.

GHECO-One Co., Ltd.

Cofely (Thailand) Co., Ltd.

Note

s:

/ =

Dire

ctor

X

= C

hairm

an

//

= Ex

ecut

ive

Dire

ctor

Houay Ho Thai Co., Ltd.

Houay Ho Power Co., Ltd.

INFO

RMAT

ION

OF D

IREC

TORS

IN C

OMPA

NY, S

UBSI

DIAR

IES

AND

ASSO

CIAT

ED C

OMPA

NIES


Audit Fee

The company and its subsidiary(ies) have made a payment for Audit Fee to A.M.T. Associates which is the regular office of the auditor(s) in the latest accounting year in the total amount of 3.83 Million Baht.

Non-Audit Fee

The company and its subsidiary(ies) have made a payment for Non-Audit Fee of other services such as service fee of the provision of BOI’s report to A.M.T. Associates which is the regular office of the auditor(s) in the latest accounting year in the total amount of 110,000 Baht.

THE REMUNERATION OF THE AUDITOR OF COMPANY


OTHER REFERENCES

Share Registrar Thailand Securities Depository Co., Ltd. 62 The Stock Exchange of Thailand Bldg. 4th Floor 6-7th Floor, Rachadapisek Road, Klongtoey Bangkok 10110, Thailand Tel. 0-2229-2800 Fax 0-2654-5427 Auditor Mrs. Natsarak Sarochanunjeen CPA No. 4563 A.M.T & Associates 491/27 Silom Plaza, Silom Road, Bangruk Silom Road, Bangruk Bangkok 10500, Thailand Tel. 0-2234-1676, 0-2234-1678 Fax 0-2237-2133 Attorney Allen & Overy (Thailand) Co., Ltd. 130 Sindhorn Building III, 22nd Floor, Wireless Road Bangkok 10330, Thailand Tel. 0-2263-7600 Fax 0-2263-7699 Financial Advisor Per Project

02 จุดเด่นทางการเงิน

03 สาส์นจากคณะกรรมการบริษัทฯ

04 ข้อมูลของคณะกรรมการและคณะผู้บริหาร

09 ลักษณะการดำเนินธุรกิจและโครงสร้างธุรกิจ

13 เหตุการณ์ที่สำคัญในปี2552

23 ภาวะเศรษฐกิจและการแข่งขัน

24 บทรายงานและการวิเคราะห์ของฝ่ายบริหาร

27 โครงสร้างการจัดการ

32 การปฏิบัติตามหลักการกำกับดูแลกิจการที่ดี

39 รายงานความรับผิดชอบของคณะกรรมการ

ในการจัดทำรายงานทางการเงินประจำปี2552

40 รายงานของคณะกรรมการตรวจสอบประจำปี2552

42 รายงานของผู้สอบบัญชีรับอนุญาต

43 งบการเงิน

53 หมายเหตุประกอบงบการเงิน

89 โครงสร้างผู้ถือหุ้นและโครงสร้างองค์กร

90 รายการระหว่างกัน

94 โครงสร้างการลงทุนและรายได้ของบริษัทบริษัทย่อย

และบริษัทร่วม

96 ข้อมูลการดำรงตำแหน่งของกรรมการและผู้บริหาร

ในบริษัทบริษัทย่อยและบริษัทร่วม

97 ค่าตอบแทนของผู้สอบบัญชี

98 บุคคลอ้างอิงอื่นๆ

99 FinancialHighlights

100 MessagefromtheBoardofDirectors

101 InformationofBoardofDirectorsandManagement

106 TheCompany’sBusinessProfile

andBusinessStructure

110 Major/SignificantEventsin2009

120 Economic&CompetitiveCondition

121 ManagementAnalysis

124 ManagementStructure

129 GoodCorporateGovernance

136 ReportonResponsibilitiesoftheBoardofDirectors

TowardstheFinancialReportoftheYear

137 AuditCommittee’sReportfor2009

139 IndependentCertifiedPublicAccountants’Report

140 FinancialStatements

150 NotestoFinancialStatements

189 Shareholding&OrganizationStructure

190 TransactionswithRelatedParties

194 HoldingStructureandRevenueoftheCompany,

SubsidiariesandAssociatedCompanies

196 InformationofDirectorsinCompany,Subsidiaries

andAssociatedCompanies

197 TheRemunerationoftheAuditorofCompany

198 OtherReferences

สารบัญ CONTENTS

รายงานประจำปี 2552 บริษัท เหมราชพัฒ

นาที่ดิน จำกัด (มหาชน) Annual Report 2009 Hem

araj Land And Developm

ent Public Company Lim

ited

รายงานประจำปี 2552ANNUAL REPORT 2009

บริษัท เหมราชพัฒนาที่ดิน จำกัด (มหาชน) HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED

บริษัท เหมราชพัฒนาที่ดิน จำกัด (มหาชน) HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED ชั้น 18 อาคารยูเอ็มทาวเวอร์ เลขที่ 9 ถนนรามคำแหง สวนหลวง กรุงเทพมหานคร 10250 ประเทศไทย โทรศัพท์ : 66-2719-9555 โทรสาร : 66-2719-9546-7 18th FL., UM Tower, 9 Ramkhamhaeng Rd., Suangluang, Bangkok 10250 THAILAND Tel : 66-2719-9555 Fax : 66-2719-9546-7

e-mail : [email protected], [email protected] www.hemaraj.com, www.theparkresidence.co.th

Registration No. : BORMORJOR.0107536000676 ทะเบียนเลขที่ : บมจ.0107536000676

รายงานประจำปี 2552 annual report...

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