DOCSLIB.ORG

For Delisting of Securities)

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
For Delisting of Securities) (Translation) Opinion of the Company on the Tender Offer for Securities (Form 250-2) (For Delisting of Securities) of Eternity Grand Logistics Public Company Limited Tender Offerors: Hitachi Transport System (Thailand), Limited And Hitachi Transport System (Asia) Pte. Limited Shareholders’ Advisor: Advisory Plus Company Limited August 11, 2011 Table of Contents Page 1. The Company’s status in terms of past and projected operational performance 2 2. Opinion on the accuracy of the Company’s information shown in the tender 14 offer statement 3. Any relationship or agreement between the Company’s director/s, whether on 14 his/their own behalf or in capacity as the Company’s director/s or as the Offerors’ representative/s, and the Offerors, including the shareholding by the Company’s director/s in the Offerors’ juristic entity and any contract or agreement made or to be made between them in various matters (such as management, etc.) 3.1 Relationship between the Company’s director/s and the Offerors 14 3.2 Shareholding by the Company’s directors in the Offerors, persons in the 14 same group as the Offerors and persons under Section 258 of the Offerors 3.3 Related party transactions 14 3.4 Other agreements or contracts 15 4. Opinion of the Board of Directors of the Company to the securities holders 18 4.1 Reasons to accept and/or reject the tender offer 18 4.2 Opinions and reasons of the individual directors and the number of shares 19 held by them 4.3 Benefits or impacts from the plans and policies indicated in the tender offer 19 and viability of such plans and policies 4.4 Additional opinions of the Board of Directors of the Company 22 5. Opinion of the Shareholders’ Advisor 24 5.1 Appropriateness of the offering price 24 5.2 Reasons to accept and/or to reject the tender offer 55 5.3 Benefits or impacts from the plans and policies indicated in the tender offer 57 and viability of such plans and policies 5.4 Benefit to and impacts on the shareholders who decline the tender offer 60 5.5 Conclusion of opinion of the shareholders’ advisor 61 Form 250-2 “This English Translation has been prepared solely for the convenience of foreign shareholders of Eternity Grand Logistics Public Company Limited and should not be relied upon as the definitive and official Opinion of the Company on Tender Offer for Securities. The Thai language version of the Opinion of the Company on Tender Offer for Securities is the definitive and official document for the Opinion of the Company on Tender Offer for Securities and shall prevail in all respects in the event of any inconsistency with the English translation.” Opinion of the Company on the Tender Offer for Securities August 11, 2011 Dear Securities Holders: On July 22, 2011, Eternity Grand Logistics Plc. (hereinafter called “ETG” or “the Company”) received a copy of the statement of a tender offer for our securities from Hitachi Transport System (Thailand), Ltd. (“HTST”) and Hitachi Transport System (Asia) Pte. Ltd. (“HTSA”) (hereinafter collectively called “the Offerors”), with details as follows: Amount of securities Amount of securities to be Offer price per Total tender to be purchased purchased as % of unit 1/ offer value Total amount (Bt.) (Bt.) Total amount of Type of Shares/Un Voting of voting securities sold of securities its rights rights of the the Company Company Ordinary shares 701,819 701,819 0.50 0.50 5.74 4,028,441.06 Preferred - - - - - - shares Warrants - - - - - - Convertible - - - - - - debentures Other - - - - - - securities (if any) Total 0.50 Total 4,028,441.06 Note 1/ The Offerees are obligated to pay a brokerage fee of 0.25% of the offer price and a value added tax of 7% of the brokerage fee. Therefore, they will receive a net price of Bt. 5.724645 per share. The tender offer period will cover 45 business days from July 25 to September 26, 2011 during the office hours of 9.00 a.m. - 4.30 p.m. of every business day. The said tender offer period is a final period without any further extension, unless any of the following conditions takes place: - The Offerors may reduce the offer price or extend the tender offer period if there is any event with a material adverse impact on the Company’s status or assets occurring during the tender offer period. - 1 - - The Offerors may amend the offer terms or extend the tender offer period in order to compete with any other person who has also submitted a tender offer for the Company’s securities during the said tender offer period. The Company has considered the tender offer proposal by paying due regards for the securities holders’ interest and would like to express our opinion as follows: 1. The Company’s status in terms of past and projected operational performance together with the assumptions applied Past performance Eternity Grand Logistics Plc. (“ETG” or “the Company”) was incorporated on May 13, 2002 in the name “Eternity Transport 2002 Co., Ltd.” (later renamed Eternity Grand Logistics Plc.) with an initial registered capital of Bt. 5 million. Its promoter is the Thiapairat Family which has more than 30 years of skill and experience in the customs clearance service and the fully- integrated logistics service. The business objective of ETG is to operate the domestic goods transportation and distribution services, auxiliary equipment procurement services for transportation, and transport-related consulting services. ETG registered a conversion into a public limited company on September 9, 2005 and listed its shares on the Market for Alternative Investment (“MAI”) on November 29, 2006. In 2008, it increased the registered capital from Bt. 115 million to Bt. 140 million (current registered capital) through an issuance and offering of 25 million new ordinary shares, representing 17.86% of the paid-up registered capital after such capital increase, for sale at a price of Bt. 5.10 per share to Aichi Kaiun Co., Ltd. (“Aichi”), a Japan-based entity providing a full range of transport and logistics services in Japan. Presently, ETG and its subsidiaries are operating fully-fledged logistics services, entailing three core activities, namely, 1) customs clearance services with a license for customs brokerage No. 12 granted by the Customs Department; 2) transportation and distribution services consisting of container haulier services, contract transport services, and cross border transport services to countries in the Great Maekhong Sub-region (GMS); and 3) warehouse management services with its own warehouses. In addition, they have provided other support services such as duty refund services, application for customs-related documents or permits, auxiliary service and equipment procurement services, packing services, goods handling services, goods sourcing according to customers’ requirements, etc. - 2 - Structure of ETG Group HTST HTSA Others 51.00% 58.50% 0.50% Eternity Grand Logistics Plc. (ETG) Paid-up share capital of Bt. 140 million 100% 100% 70% 70%* Eternity Transport Eternity Logistics Eternity Consulting and Service Pands Group Logistics Co., Ltd. Co., Ltd. Co., Ltd. Co., Ltd. (ETC) (ETL) (ECS) (PGL) Paid-up share capital Paid-up share Paid-up share capital of Bt. 20 Paid-up share capital of of Bt. 20 million capital of Bt. 5 million Bt. 100 million (Ceased operation and million under liquidation) 50% 30% M Transport Co., Ltd. (EMT) * Other shareholders of PGL are Mr. Thumchal Samitasiri, 19%; Mrs. Thidaporn Paid-up share capital of Samitasiri, 7%; and other six shareholders, 4%; neither of whom are related persons with Bt. 1 million the Company. (Ceased operation and under liquidation) ETG and its three subsidiaries (still operational) have engaged in businesses that are related to and supporting each other, as described below: - ETG: Providing customs clearance services for import and export of goods and other customs-related services, container haulier services, and transportation and distribution services. - ETL: Providing warehousing services, warehouse management services, cargo transportation and distribution, sourcing goods according to customers’ requirements, sales promotion and other related basic auxiliary services such as pick and pack, packing, etc. - ECS: Providing real estate management services to subsidiaries in the group, including administration of the group’s office buildings and warehouses, truck parking and container yard on Lat Krabang Road, etc. - PGL: Providing logistics services for bulk cargoes, including agricultural raw materials (rice, corn and soy beans), fertilizers, minerals, etc., land and marine cargo handling, warehouse management, and cross border transport to neighboring countries such as Laos, Vietnam, Cambodia, etc. - 3 - On April 5, 2011, ETG’s major shareholders, namely the Thiapairat Family and their related persons and Aichi Kaiun Co., Ltd. (“Aichi”), sold their aggregate 108,908,071 shares in the Company, representing 77.79% of ETG’s total paid-up share capital,1 to HTST and HTSA. This has led to a material change in the Company’s major shareholding structure, with HTST and HTSA owning a stake of 51.00% and 26.79% of ETG’s total paid-up share capital respectively. As such, HTST and HTSA are obligated to make a mandatory tender offer for all shares from other minority shareholders in accordance with the SEC Notification No. KorChor.53/2545 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (“SEC Notification No. KorChor.53/2545”). The tender offer was already filed on April 21, 2011, with a tender offer period from April 26 to June 3, 2011. After the end of the said tender offer period, the Offerors, as of June 9, 2011, held an aggregate of 99.50% of ETG’s total paid-up share capital (with HTST and HTSA holding a stake of 51.00% and 48.50% respectively).
Load more

Recommended publications
  • Ratchaburi Ratchaburi Ratchaburi
    Ratchaburi Ratchaburi Ratchaburi Dragon Jar 4 Ratchaburi CONTENTS HOW TO GET THERE 7 ATTRACTIONS 9 Amphoe Mueang Ratchaburi 9 Amphoe Pak Tho 16 Amphoe Wat Phleng 16 Amphoe Damnoen Saduak 18 Amphoe Bang Phae 21 Amphoe Ban Pong 22 Amphoe Photharam 25 Amphoe Chom Bueng 30 Amphoe Suan Phueng 33 Amphoe Ban Kha 37 EVENTS & FESTIVALS 38 LOCAL PRODUCTS & SOUVENIRS 39 INTERESTING ACTIVITIS 43 Cruising along King Rama V’s Route 43 Driving Route 43 Homestay 43 SUGGEST TOUR PROGRAMMES 44 TRAVEL TIPS 45 FACILITIES IN RATCHABURI 45 Accommodations 45 Restaurants 50 Local Product & Souvenir Shops 54 Golf Courses 55 USEFUL CALLS 56 Floating Market Ratchaburi Ratchaburi is the land of the Mae Klong Basin Samut Songkhram, Nakhon civilization with the foggy Tanao Si Mountains. Pathom It is one province in the west of central Thailand West borders with Myanmar which is full of various geographical features; for example, the low-lying land along the fertile Mae Klong Basin, fields, and Tanao Si Mountains HOW TO GET THERE: which lie in to east stretching to meet the By Car: Thailand-Myanmar border. - Old route: Take Phetchakasem Road or High- From legend and historical evidence, it is way 4, passing Bang Khae-Om Noi–Om Yai– assumed that Ratchaburi used to be one of the Nakhon Chai Si–Nakhon Pathom–Ratchaburi. civilized kingdoms of Suvarnabhumi in the past, - New route: Take Highway 338, from Bangkok– from the reign of the Great King Asoka of India, Phutthamonthon–Nakhon Chai Si and turn into who announced the Lord Buddha’s teachings Phetchakasem Road near Amphoe Nakhon through this land around 325 B.C.
    [Show full text]
  • List of Thai Green Label Update February, 2017
    List of Thai Green Label Update February, 2017 123 Valid Product Criteria of Green Label No. Product Criteria No. Product Criteria 1 Recycled plastics TGL-01-R2-12 63 Electric thermo pot TGL-63-12 2 Fluorescent lamps TGL-2-R4-15 64 Vacuum TGL-64-12 3 Refrigerators TGL-3-R3-11 65 Hand Dryer TGL-65-12 4 Paints TGL-4-R3-14 66 Fabric Softeners TGL-66-12 5 Ceramic Sanitary Wares : Water Closets TGL-5-R3-11 67 Secondary batteries for portable applications TGL-67-12 6 Primary Battery TGL-6-R1-10 68 Car Battery TGL-68-12 7 Room Air Conditioner TGL-7-R3-14 69 Furniture TGL-69-12 8 Paper TGL-8-R2-11 70 Doors and Windows TGL-70-12 9 Printing and writing paper TGL-8/1-15 71 Rubber Floorcovering TGL-71/1-12 10 Sprays with zero ODP & GWP substances TGL-9-R1-06 72 Plastic Floorcovering TGL-71/2-12 11 Laundry Detergent Products TGL-10-R1-10 73 Lubricant oil change service station TGL-72-12 12 Faucets and Water Saving TGL-11-R2-11 74 Electric rice-cooker TGL-73-12 13 Computers TGL-12-R2-15 75 Luminaires for double-capped fluorescent lamp TGL-74-12 14 Clothes Washing Machines for Household Use TGL-13-R2-12 76 Stamps, Stamp ink, and Stamp pads TGL-75-13 15 Building Materials: Thermal Insulation TGL-14-R1-11 77 Adhesive TGL-76-13 16 Rubber Insulations TGL-14/2-R1-11 78 Paper printing service TGL-77-13 17 Motors TGL-15-98 79 Cleaning service TGL-78-13 18 Products Made from Cloth TGL-16-R1-11 80 Meeting, Seminar, and Training Services TGL-79-13 19 Laundry Services and Dry Cleaning Services TGL-17-R1-13 81 Photocopier leasing service TGL-80-13 20 Shampoo TGL-18-R1-11
    [Show full text]
  • Annual Report
    ANNUAL REPORT 2017 Vision To be the customer’s first in mind of photographic solution provider Mission • We provide photographic solutions to our customers • We offer superior customer service to our customers • We build trust and long-term relationship with our customers Target To be finest-service provider to ensure the effective and maximum satisfaction to customers Content Message from the Board 3 Financial Highlight 5 Broad of Directors and Management 7 General Information 9 Business Characters 16 Major changes and Developments 18 Risk Factors 19 Securities and Shareholders Information 25 Dividend Policy 26 Management Structure 27 Corporate Governance 35 Corporate Social Responsibility 42 Related Transaction 47 Management Discussion and Analysis 52 Financial Position and Financial Performance 59 Report of the Broad of Directors on Financial Report 92 The Audit Committee Report 93 Profile and Detail of Directors and Management 95 Message from the Board Mr. Chan Thienkanjanawong Chairman 3 Dear Shareholders During the last quarter of 2017, Thailand's economic circumstance has shown the sign of improvement. Although there was a slowdown in purchasing power at the first half of the year, including effort to encourage the economy by issuing policies from the government sector in order to help consumers to spend more at the end of the year. This is a good sign for the retail sector in 2018. However, Big Camera Corporation PLC. still able to maintain satisfactory operating performance, even lower than expected target, due to the economy and the slowdown in purchasing power during the important event of Thai people. The total revenue growth in 2017 was 8% , with 6,043 million Baht total revenue and 774 million Baht net profit.
    [Show full text]
  • NCH: N. C. Housing Public Company Limited | Annual Report 2013
    A Happy Living Community Vision TO BE A PROPERTY DEVELOPMENT COMPANY PROVIDING INTERNATIONAL QUALITY OF PRODUCTS AND SERVICES WITH MODERN MANAGEMENT AND UTILIZING THE LATEST TECHNOLOGY AND STANDS READY TO EXPAND BY CO-INVESTMENT DOMESTICALLY OR INTERNATIONALLY. Mission • TO DEVELOP A STRONG AND ENCOMPASSING INVESTMENT AND BUSINESS EXPANSION STRATEGY • TO CONTINUALLY DEVELOP QUALITY PRODUCTS AND SERVICES • MAXIMIZE CUSTOMER SATISFACTION AND MAXIMIZE STAKEHOLDERS’ BENEFIT. • CONTINUALLY DEVELOP STAFF CAPABILITY AND TEAM WORK • EMPHASIZE GOOD CORPORATE GOVERNANCE • STRENGTHEN NETWORK AND BUSINESS RELATIONSHIPS Company’s Value DILIGENCE, DEDICATION HONESTY, INTENT SELF DEVELOPMENT TEAM WORKING CONTENTS 4 FINANCIAL HIGHLIGHTS 6 MESSAGE FROM THE CHAIRMAN 8 BOARD OF DIRECTORS AND SENIOR MANAGEMENT 13 MANAGEMENT’S INFORMATION 33 COMPANY AND SUBSIDIARIES’ BUSINESS PROFILE 33 SHAREHOLDER STRUCTURE OF N.C. GROUP 33 BUSINESS OVERVIEW 37 SALES REVENUE BREAKDOWN BY PURCHASE PREFERENCE 37 OPERATING POLICY OF N.C. HOUSING PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES 38 INCOME STRUCTURE OF N.C. GROUP 39 CURRENTLY ACTIVE PROJECTS 41 INDUSTRY OUTLOOK 45 RISK FACTORS 46 SHAREHOLDER AND MANAGEMENT STRUCTURE 46 CAPITAL STRUCTURE 49 DIVIDEND PAYMENT POLICY 50 ORGANIZATION STRUCTURE 51 MANAGEMENT STRUCTURE 55 REMUNERATION FOR BOARD MEMBERS AND SENIOR MANAGEMENT 57 PERSONNEL DEVELOPMENT POLICY 60 GOOD CORPORATE GOVERNANCE 78 CORPORATE SOCIAL RESPONSIBILITIES 84 INTERNAL CONTROL AND RISK MANAGEMENT 88 GOOD CORPORATE GOVERNANCE REPORT FROM THE AUDIT COMMITTEE 89
    [Show full text]
  • EN Cover AR TCRB 2018 OL
    Vision and Mission The Thai Credit Retail Bank Public Company Limited Vision Thai Credit is passionate about growing our customer’s business and improving customer’s life by providing unique and innovative micro financial services Mission Be the best financial service provider to our micro segment customers nationwide Help building knowledge and discipline in “Financial Literacy” to all our customers Create a passionate organisation that is proud of what we do Create shareholders’ value and respect stakeholders’ interest Core Value T C R B L I Team Spirit Credibility Result Oriented Best Service Leadership Integrity The Thai Credit Retail Bank Public Company Limited 2 Financial Highlight Loans Non-Performing Loans (Million Baht) (Million Baht) 50,000 3,000 102% 99% 94% 40,000 93% 2,000 44,770 94% 2,552 2,142 2018 2018 2017 30,000 39,498 Consolidated The Bank 1,000 34,284 1,514 20,000 Financial Position (Million Baht) 1,028 27,834 Total Assets 50,034 50,130 45,230 826 23,051 500 Loans 44,770 44,770 39,498 10,000 Allowance for Doubtful Accounts 2,379 2,379 1,983 - - Non-Performing Loans (Net NPLs) 1,218 1,218 979 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 Non-Performing Loans (Gross NPLs) 2,552 2,552 2,142 LLR / NPLs (%) Liabilities 43,757 43,853 39,728 Deposits 42,037 42,133 37,877 Total Capital Fund to Risk Assets Net Interest Margin (NIMs) Equity 6,277 6,277 5,502 Statement of Profit and Loss (Million Baht) 20% 10% Interest Income 4,951 4,951 3,952 16.42% 15.87% Interest Expenses 901 901 806 15.13% 8% 13.78% 15% 13.80% Net Interest
    [Show full text]
  • List of Thai Green Label Update January, 2017
    List of Thai Green Label Update January, 2017 117 Valid Product Criteria of Green Label No. Product Criteria No. Product Criteria 1 Recycled plastics TGL-01-R2-12 60 Tyre TGL-60-R1-14 2 Fluorescent lamps TGL-2-R4-15 61 Bricks and blocks TGL-61-11 3 Refrigerators TGL-3-R3-11 62 Buildings envelope glass TGL-62-12 4 Paints TGL-4-R3-14 63 Electric thermo pot TGL-63-12 5 Ceramic Sanitary Wares : Water Closets TGL-5-R3-11 64 Vacuum TGL-64-12 6 Primary Battery TGL-6-R1-10 65 Hand Dryer TGL-65-12 7 Room Air Conditioner TGL-7-R3-14 66 Fabric Softeners TGL-66-12 8 Paper TGL-8-R2-11 67 Secondary batteries for portable applications TGL-67-12 9 Printing and writing paper TGL-8/1-15 68 Car Battery TGL-68-12 10 Sprays with zero ODP & GWP substances TGL-9-R1-06 69 Furniture TGL-69-12 11 Laundry Detergent Products TGL-10-R1-10 70 Doors and Windows TGL-70-12 12 Faucets and Water Saving TGL-11-R2-11 71 Rubber Floorcovering TGL-71/1-12 13 Computers TGL-12-R2-15 72 Plastic Floorcovering TGL-71/2-12 14 Clothes Washing Machines for Household Use TGL-13-R2-12 73 Lubricant oil change service station TGL-72-12 15 Building Materials: Thermal Insulation TGL-14-R1-11 74 Electric rice-cooker TGL-73-12 16 Rubber Insulations TGL-14/2-R1-11 75 Luminaires for double-capped fluorescent lamp TGL-74-12 17 Motors TGL-15-98 76 Stamps, Stamp ink, and Stamp pads TGL-75-13 18 Products Made from Cloth TGL-16-R1-11 77 Adhesive TGL-76-13 19 Laundry Services and Dry Cleaning Services TGL-17-R1-13 78 Paper printing service TGL-77-13 20 Shampoo TGL-18-R1-11 79 Cleaning service TGL-78-13
    [Show full text]
  • Annual Report 2019 2 SCG Packaging Public Company Limited
    SCG Packaging Public Company Limited First 10 major Shareholders (As of December 31, 2019) Company Profile No. of Ordinary Percent of Shareholders Shares Total Shares Registration No. 0107537000921 (Issued and Paid-up) Head Office Address 1 Siam Cement Road, Bangsue, Bangkok 10800 1. The Siam Cement Public Company Limited 3,095,882,660 99.037 Business Type The Company generates revenue from holding shares in other 2. Mr. Taewan Tantichattanont 2,320,000 0.074 companies (Holding Company), operating core business for 3. Randery Burahmakan Company Limited 1,872,000 0.060 packaging solutions provider which are organized into two main 4. Ms. Orapin Thidarat 1,634,000 0.052 operating segments: integrated packaging chain and fibrous chain, also other relating businesses. 5. Mr. Man Nana 1,563,200 0.050 Initial Registered Capital (as at the registration date of conversion into the Public Limited 6. Roman Catholic Mission of Bangkok 1,068,960 0.034 Company on March 24, 1994) 7. Mr. U-thane Tantichattanont 1,000,000 0.032 Registered Capital: 1,000 Million Baht 8. Mr. Somsak Nana 931,440 0.030 Paid-up Capital: 1,000 Million Baht Issued and paid up ordinary shares of: 100 Million shares 9. Mr. Pipatpong Israsena Na Ayudhya 528,880 0.017 Issued and paid up preference shares: - None - 10. Mr. Yuph Nana 499,440 0.016 Par value of 10 Baht per share 11. Other Shareholders 18,699,420 0.598 Present Registered Capital Registered capital: 4,500 Million Baht Total 3,126,000,000 100.000 Paid-up capital: 3,126 Million Baht Issued and paid up ordinary shares of: 3,126 Million shares Issued and paid up preference shares: - None - Par value of 1 Baht per share Website www.scgpackaging.com Share Registrar Tel: +66 2586 2894 Fax: +66 2586 3007 E-mail: [email protected] Investors can find further information regarding the Company from the Registration Statement for Securities Offering (Form 69-1) and Prospectus which has been disclosed at www.sec.or.th or www.scgpackaging.com.
    [Show full text]
  • The Name List of the Places Participating in the Project
    The name list of the places Camillian Hospital participating in the project: Sukhumvit Hospital Total 2,354 places Wat Pasee School Darakam School Wichit Witthaya School Triam Udom Suksa Pattanakarn School Surao Bang Makhuea School Pathum Kongka School Suraosam-in School Wat Thepleela School Naknawa Uppatham School (Singhaprasitwittaya) Khlong Klantan School Sai Nam Thip School Surao Thap Chang Khlong Bon School Sai Namphueng School Wat Si Bun Rueang School Phibunwet Kindergarten School Triamudomsuksanomklao School Chaem Chan School The Sports Authority of Thailand (Hua Sun Ruam Namchai School Mak) Wattana Wittayalai School Public Health Center 37 (Prasong- Thonglor Police Station Sudsakhon Tuchinda) Khlong Tan Police Station Thawsi Kindergarten School Hua Mak Police Station Wat That Thong Kindergarten School The National Broadcasting Services of Jindawit Kindergarten School Thailand Wat Uthai Tharam School Prawet Police Station Wat Di Sahasaram School Khlongtoei District Office Wat Mai Chong Lom School Suan Luang District Office Tha Ruea Police Station Wat That Thong School Department of Skill Development Tat Thanom But School Thong Temple (Wat That Thong) Somapanusorn School Port of Bangkok Plant Quarantine Station Tubkaew Kindergraten School Panaya Kindergarten School Lamsalee School (Rat Bamrung) Suwattana Kindergarten School Phra Khanong Post Office Srisermwit Kindergarten School Makkasan Police Station Wanlapha Kindergarten School Public Health Center 21 (Wat That Thong) Piyajitvittaya School Public Health Center 35 (Hua Mak) Yukhonthon
    [Show full text]
  • Annual Report 2019 M.K
    ANNUAL REPORT 2019 M.K. REAL ESTATE DEVELOPMENT PLC. M.K. Real Estate Development Public Company Limited Address 6 th - 8th Floor, 345 Surawong Building, No. 345, Surawong Road, Kwaeng Suriyawong, Khet Bangrak, Bangkok, 10500 Tel. 02 234 8888 Fax. 02 234 8880 ANNUAL REPORT 2019 Public Company Registration No : 0107536001567 M.K. REAL ESTATE DEVELOPMENT PLC. CONTENT Message from the Chairman 1 Message from the Chief Executive Officer 2 Policies and Overview of Business Operations 3 Nature of Business 14 Risk Factor 25 Summary of Financial Information 28 Board of Directors 30 General and Other Significant Information 42 Securities and Shareholders 45 Management Structure 51 Corporate Governance 60 Corporate Social Responsibility (CSR) 127 Internal Controls and Risk Management 141 Related Party Transactions 152 M anagement Discussion and Analysis of Financial 158 Independent Auditor’s Report 162 Statement of Financial Position 166 Remark : Investor can study further information from the Company’s form 56-1 which is disclosed at www.sec.or.th or the Company website at www.mk.co.th Message from the Chairman 2019 marked a major step as we moved to a new office and were able to implement the concept of well-being-happy and healthy living for humans, nature and animals, creating quality living whether in terms of energy, the environment, health and safety, in order to achieve sustainable happiness-in various company operations. This goes hand-in-hand with the Sustainability Development Roadmap, which encourages entrepreneurs to be socially, economically and environmentally responsible in how they do business and interact with both internal and external stakeholders and promote “comprehensive wellbeing” at work for all employees.
    [Show full text]
  • The Opinions of the Independent Financial Advisor on the Acquisition of Asset and the Connected Transaction Regarding Additional Investments in Immovable Properties
    The opinions of IFA on the acquisition of asset and the connected transaction (For the purpose of translation only) The opinions of the Independent Financial Advisor on the acquisition of asset and the connected transaction regarding additional investments in immovable properties of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Presented to Unitholders of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust Prepared by Jaydee Partners Limited 12 May 2016 This English report of the Independent Financial Advisor’s Opinions has been prepared solely for the convenience of foreign Unitholders of WHA Premium Growth Freehold and Leasehold Real Estate Investment Trust and should not be relied upon as the definitive and official document. The Thai language version of the Independent Financial Advisor’s Opinion is the definitive and official document and shall prevail in all aspects in the event of any inconsistency with this English Translation. 0 The opinions of IFA on the acquisition of asset and the connected transaction (For the purpose of translation only) Table of Contents Page Executive Summary 8 Part 1 The approval of the additional investments in immovable properties 12 Part 2 Summary of the opinion of the Independent Financial Advisor 48 Enclosure 1 General Information of WHA Premium Growth Freehold and Leasehold Real Estate 50 Investment Trust Enclosure 2 Summary of the appraisal report of WHA Mega Logistics Center Chonlaharnpichit 62 Km.5 by the Independent Appraiser Enclosure 3 Summary of
    [Show full text]
  • List of Hospital Clinic in AIA FCS and OPD Credit (Group)
    List of Hospital and Clinic AIA Corporate Solution Data as of 16 August 2021 Region Province Name of Hospital / Clinic Address IPD OPD Dental Telephone No. No.of Total 2 Soi Soonvijai, New Phetchburi Rd., Bangkapi, Huaykwang, Bangkok Bangkok Bangkok 1 1 Bangkok Hospital Medical Center 10310 FCS CS-OPD - 1719, 0 2310 3000 0 2235 1000, Bangkok Bangkok 2 2 The Bangkok Christian Hospital 124 Silom Rd., Surawong, Bangrak, Bangkok 10500 FCS CS-OPD - 0 2625 9000 80 Soi Sangchan-Rubia, Sukhumvit Rd., Phrakhanong, Klongtoey, Bangkok Bangkok 3 3 Kluaynamthai Hospital Bangkok 10110 FCS CS-OPD - 0 2769 2000 Bangkok Bangkok 4 4 Kluaynamthai 2 Hospital 27 Sukhumvit 68, Bangna, Bangna, Bangkok 10260 FCS CS-OPD - 0 2399 4259-63 Bangkok Bangkok 5 5 Kasemrad Hospital Bangkae 586, 588 Phetkasem Rd., Bangkae Nua, Bangkae, Bangkok 10160 FCS CS-OPD - 0 2804 8959 Bangkok Bangkok 6 6 Kasemrad Hospital Prachachuen 950 Prachacheun Rd., Bangsue, Bangkok 10900 FCS CS-OPD Dental 0 2910 1600-45 Bangkok Bangkok 7 7 Kasemrad Hospital Ramkhamhaeng 99/9 Ramkhamhaeng Rd., Sapansung, Sapansung, Bangkok 10240 FCS CS-OPD - 0 2339 0000 The Faculty of Medicine Vajira Hospital, Bangkok Bangkok 8 8 Navamindradhiraj University 681 Samsen Rd., Wachira Phayaban, Dusit, Bangkok 10300 FCS CS-OPD - 0 2244 3000 Bangkok Bangkok 9 9 Naradhiwas Dental Clinic 48 Naradhiwas Rajanagarindra Rd., Silom, Bangrak, Bangkok 10500 - - Dental 0 2635 0995 Bangkok Smile Dental Clinic, Ploenchit Bangkok Bangkok 10 10 Branch 546/2 Ploenchit Rd., Lumpini, Pathumwan, Bangkok 10330 - - Dental 0 2664 2799
    [Show full text]
  • Mk AR En 2.Indd
    ธ สถิตในดวงใจไทยนิรันดร์ ปวงข้าพระพุทธเจ้า ขอน้อมเกล้าน้อมกระหม่อม ร�าลึกในพระมหากรุณาธิคุณหาที่สุดมิได้ ด้วยเกล้าด้วยกระหม่อม ขอเดชะ ข้าพระพุทธเจ้า คณะกรรมการ ผู้บริหาร และพนักงาน บริษัท มั่นคงเคหะการ จ�ากัด (มหาชน) และบริษัทในเครือ ทรงพระเจริญ ทรงพระเจริญ ด้วยเกล้าด้วยกระหม่อม ข้าพระพุทธเจ้า คณะกรรมการ ผู้บริหาร และพนักงาน บริษัท มั่นคงเคหะการ จ�ากัด (มหาชน) และบริษัทในเครือ Content 01 02 08 Massage From the Chairman Policy and Overview Nature of business of Business Operation 16 17 18 Risk Factor Summary of Financial Board and Advisory Information 20 24 27 Board and General and other Securities and shereholders Management History significant information 28 36 63 Management structure Corporate governance CSR 67 71 75 Internal controls Related Party Transactions MD&A and risk management 77 80 Independent Auditor’s Report Statement of financial position Message from the Chairman The company’s action plan has been changing its structure and the business is cumulative for more growth and to be well competitive in real estate market Mr. Suthep Wongvorazathe in all negative facing factors. Chairman / Chief Executive Office Assiduously follow the Father’s Step During the end of the year 2016, when our beloved King forward the real estate business, e.g., hi-growth of tourism passed away, the undeniable deep grievance has been spreading industry, investment policy in country’s transportation and over the country. We, on behalf of executives and employees new sky train line building. of M.K. Real Estate Development Public Company Limited do In 2017, growth ratio of Thai economy should be closed pay our profoundly respect and royalty to the greatest King who to 2016 ratio and to forecast, it will be gradually flourished always gives the peacefulness to all Thais and also brings about for the year 2017 – 2019 around 2.5 - 4.0% with a support the country development in all areas for 70 years.
    [Show full text]