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Annual Report 2016 EN.Pdf [Blank Page] AQUA CORPORATION PUBLIC COMPANY LIMITED Annual Report 2016 Contents Message from the Chairman 2 Message from the Chairman of the Audit Committee 4 Financial Highlights 6 Board of Directors and Executive 7 Policy Overview of Business 9 Group Structure 13 Business Operations of the Company 21 Competition status and industry trends 24 Risk Factors 29 Company Profile 35 Dividend Policy 39 Structure of shareholders and Management 40 Corporate Governance 51 Corporate Social Responsibility 60 Connected Transactions 65 Details of the Board and Executive 70 Financial Analysis and Operation Results 75 Independent Auditor8s Report 92 Financial statements and notes to financial statements 97 1 AQUA CORPORATION PUBLIC COMPANY LIMITED Annual Report 2016 Message from the Chairman The Company aims to become the Investment Management Company with high performance and growth opportunities in the future in order to maximize the returns on investments. For the past four years, the Company has exponentail growth. At the end of 2013, the Company had total assets of Baht 1,547 million and the shareholders equity of Baht 1,224 million or Baht 0.68 per share, while, at the end of 2016, the company had total assets of Baht 5,432 million and the shareholders equity of Baht 3,224 million or Baht 0.71 per share. The Company has been able to generate the profit from operations continuously. By 2013, the Company was able to generated positive retain earning (as at the end of 2012, total deficit was Baht 69.40 million) and started the dividend payment to the shareholders. For the Annual General Meeting of Shareholders for the year 2017, the Board of Directors considered and proposed to the shareholders to approve of dividend payout of Baht 0.01 per share, which is lower than last year payout rate. The reasons are that, during the end of 2016 throughout 2017, the Company has set out the investment plans in order to expand the business and creat growth to the Group company. Therefore, cash reserved for investments will be necessary during this period. In addition, in 2016, the Company had its financing through the issuance and selling of the short-term debt securities (B/E) with the limit of not exceeding of Baht 800 million as another sources of funds. Main businesses of the Group company consists of (1) advertising media (2) Warehouse for rent and services (3) real estate for rent and services, which is anticipated to realize the revenues in quarter 2/2017 (4) comprehensive printing and publishing as well as the renewable engery. All four businesses have good operating performance and reflect back to the Company in the form of dividends. During 2016, the Company realized the whole income from investment in AWH, a subsidiary of TCDC, which contributed to the profit from operating warehouse for rent and services amounting to Baht 25.16 million or an equivalent of 15.25% of investment amount. Also, the Company has invested in construction of property with the characteristic of resorts and rent the entire property to The Cabin Chiang Mai Co., Ltd for operating the retreatment ceter for 10 years, with an option to renew the terms for another 10 years. Total value of this investment is estimated at Baht 450 million. Such investment is anticipated to generate the revenue starting from April 2017 going forward. The return on this investment is approximately 12% per year. The Board of Directors and managements of the Company aim to generate growth along with care and give back to the society, community, and environment. Every year, the Group company set the budget specifically for supporting activities and projects invovling education, social and community development, and environment protection, and encourages the executives and employees to participate in all activities. The "AQUA fulfilling and creating dream and sharing happiness" project is the project that the Company will participate in social and community developments or activities. The Project was launched for the first time in early 2014 and has been conducted continuously ever since. 2 AQUA CORPORATION PUBLIC COMPANY LIMITED Annual Report 2016 In conclusion, on behalf of the Board of Directors of Aqua Corporation Public Company Limited and all executives, I ensure that we will perform our duties in order to maximize the benefits for the sharesholds in compliance with the the good coportate governance, and would like to say thank you for the cooperation and trust of shareholders, business partners, employees, and any others parties as being part of the success of the Company with all the supports. We hope that the next year will be another year that all of us will appreciate and be proud of the growth, strength and stability of the Company, which is the results from the cooperation from all of you. (Mr. Chulasingh Vasantasingh) Chairman of the Board 28 February 2017 3 AQUA CORPORATION PUBLIC COMPANY LIMITED Annual Report 2016 Message from the Chairman of the Audit Committee The Audit Committee of Aqua Coperations Public Company Limited consists of three independent directors, Pol.Lt.Gen. Wiboon Bangthamai as a Chairman of the Audit Committee, Ms. Pranee Rattakam and Mrs. Podchanee Phaosavasdi as Audit Committee with Ms. Rewadee Whanchid, Executive Vice President of Accounting and Finance as a secretary of the Audit Committee. The Audit Committee has performed its duties and responsibilities as set out in the Charter of the Audit Committee and as assigned by the Board of Directors. This is consistent with the requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand. In 2016 the Audit Committee has held total of 5 meetings with the auditors, internal auditor and the managements of the Company which can be summarized as follows: 1. Reviewed the quarterly financial statements and the annual financial statements for the year 2016. The Audit Committee reviewed the quarterly financial statements and the annual financial statements for year 2016 of the Company and its subsidiaries, including related party transactions, transactions that may have a conflict of interest with the management and the internal auditor. The independent auditor was invited to attend every meeting that considered the quarterly financial statements and the annual financial statements. The Audit Committee inquired the auditor about the accuracy and completeness of the financial statements, significant adjusting entries which have impacts on the financial statements, the sufficiency and appropriateness of accounting methods, and the scope of auditing the accuracy and sufficiency of the disclosure, and independence of the auditor, to ensure that the preparation of the financial statements meets legal requirements and the accounting standards in accordance with generally accepted accounting principles, is reliable and timely, including the disclosures in the financial statements to be sufficient and useful to the investors or users of financial statements. 2. Reviewed the internal control systems and internal auditing . The Audit Committee reviewed and assessed the internal controls together with the internal auditors as well as monitored the performances, the audit results, the recommendations, and the progress of implementation on a quarterly basis. In addition, the Company has assessed the adequacy of the internal control system based on the internal control frameworks in accordance with the international standards (The Committee of Sponsoring Organizations of the Treadway Commission: COSO), to achieve more confidence. The managements, internal auditors and the Audit Committee had the opinions that the internalcontrol systems of the Company was adequate and appropriate. 3. Reviewed the corporate governance. The Audit Committee reviewed the performance according to the defined systems. The Company has operated based on the moral, been compliance with laws governed by Securities and Exchange Commission and terms of the Stock Exchange of Thailand as well as other laws and regulations related to the business operations of the Company, particularly, the connected transactions and related party transactions 4 AQUA CORPORATION PUBLIC COMPANY LIMITED Annual Report 2016 between group Companies in order to ensure that the Company has operated based on the normal course of business sensibly. The Audit Committee also reviewed the process of complaint and report the fraud of the Company in order to comply with the good corporate governance principles and business philosophy of the Company, including supporting for anti-corruption policy. Furthermore, the Audit Committee has evaluated the performance of the Audit Committee which included the self-assessment panels based on the best practices of the Audit Committee of the Stock Exchange of Thailand. 4. To appoint the auditors for the year 2016. The Audit Committee has approved the office of Pitisevi Co., Ltd. as auditors of the Company and its subsidiaries for the year 2016 and presented it to the Board of Directors to consider and ask for approval at the annual general meeting of shareholders of the year 2016 in order to appoint auditors and approve the audit fees . In conclusion, the Audit Committee has performed its duties and responsibilities as outlined in the Audit Committee Charter as approved by the Board of Directors by using knowledge, abilities, carefulness, and independence sufficiently for the benefits of all stakeholders equally. The Audit Committee has the opinions that the financial statements of the Company were accurate, reliable, and
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