20190513-Ori-Ar2018-En.Pdf
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CONTENT 03 11 29 Vision Statement, Audit Committee Report Company Structure Mission Statement, Values and Corporate Strategy 05 15 31 Awards 2018 Board of Directors Business Operations 07 17 44 Major Change and Executive Committee Marketing and Major Developments Competitive Environment 09 18 53 Message from Management Team Revenue Structure Chairman of the Board 10 19 54 Message from Chief Directors and Important Financial Executive Officer Management Team Information Details 58 101 146 Risk Factors and Risk Good Corporate Independent Management Governance Auditor’s Report 62 123 150 Management Structure Corporate Social Statement of Responsibility financial position 81 139 161 Connected Transactions Anti-Corruption Notes to consolidated financial statements 99 140 213 Legal Disputes Insider Trading Policy Management Discussion and Analysis 100 141 223 Report of the Responsibilities Internal Control General and Other of the Board of Directors to the Important Information Financial Report 01 VISION STATEMENT, MISSION STATEMENT, VALUES AND CORPORATE STRATEGY VISION STATEMENT Origin aims to become a development company that covers the entire real estate industry, drive the company with good governance to have sustainable development. We, a customer driven company will deliver great products with excellent service. We think more, to offer more so that our customers will benefit more. MISSION STATEMENT We pay attention to every detail of customer’s needs, by creatively develop and enhance our project designs, so that we could deliver a better product and service to achieve customer satisfaction. We also emphasize on sustainable growth of human and organizational development along with our partners, customers, shareholders, associates, employees and the society. CORPORATE STRATEGY 1. Expanding developments along mass rail transits lines in suburban areas and in major industrial estate areas. 2. Unique concept and project designs. 3. Expand various residential business opportunities. 4. Consider joint business investment opportunities or invest in other developers’ projects. 5. Business Expansion in the Form of Joint Ventures 3 Origin Property Public Company Limited / Annual Report 2018 VALUES O R I G I N S T O optimize G growth S service Excellence Enhancing excellent results Growing successfully together Excellence delivering the best service is our priority and dedication R responsive I integrity T teamwork Very adaptable to rapidly Honesty-Oriented in business Working together as a whole changing environment I innovation N neat Creating new values Punctilious result oriented and implement and cooperation Annual Report 2018 / Origin Property Public Company Limited 4 02 AWARDS RECEIVED IN 2018 DUE TO THE COMMITMENT OF VALUING THE PURSUIT OF GOOD CORPORATE GOVERNANCE, THE COMPANY RECEIVES EVALUATION SCORES AND AWARDS IN 2018 AS FOLLOWS; 1. THE ANNUAL GENERAL MEETING (AGM) ASSESSMENT PROJECT FOR 2018 The Company received evaluation score of 97 points out of 100 points from the Thai Investors Association. THE DIRECTOR OF THE THAI INSTITUTE (IOD) GAVE THE RESULTS OF THE CORPORATE 2. GOVERNANCE REPORT EVALUATION OF THAI LISTED COMPANIES FOR THE YEAR 2018. Origin Public Company Limited was rated at the level of “Excellent” with an average score of 87 points out of 100. There were 657 other listed companies that were evaluated this year. 3 4 3. 2018 ASIA CEO SUMMIT & AWARD CEREMONY • “OUTSTANDING BRAND” AWARD FROM THE 2018 ASIA CEO SUMMIT & AWARD “Outstanding Brand” award presented on this stage is given to companies that have strong corporate management, a clear vision, a concrete business expansion plan, outstanding performance, and continual growth. The award was organized by Influential Brands which is a Singaporean think tank for consumer behavior. 5 Origin Property Public Company Limited / Annual Report 2018 4. PROPERTYGURU THAILAND PROPERTY AWARDS 2018 Origin Company won 4 awards for the best real estate entrepreneurs in the country from PARK ORIGIN PHAYATHAI project. 1. Award Winner: Special Recognition for Smart Home Development 2. Highly Commended Award: Best Luxury Condo Architectural Design (Bangkok) 3. Highly Commended Award: Best Condo Landscape Architectural Design (Bangkok) 4. Highly Commended Award: Best Luxury Condo Development (Bangkok) The event was held at The Athenee Hotel Bangkok on August 31, 2018. 5. FAST-GROWING COMPANY AWARD This is an award for organizations that have had rapid growth over the past 3 years from Thailand Top Company Awards 2018. This was organized by the University of the Thai Chamber of Commerce and Business + Magazine in ARIP Public Company Limited. The event was held at Dusit Thani Hotel in Bangkok. Origin Property’s performance in both revenue and profit grew remarkably and continuously, in particular, profit in 2017 grew by more than 200% from 2016. 5 6 6. ASA REAL ESTATE FORUM 2018 • “ASA REAL ESTATE AWARDS 2018” award or Outstanding Real Estate award and the award for the Best Real Estate Entrepreneur of the Year were held for the first time in 80 years since the Association of Siamese Architects Royal Patronage was established. This stage, promotes real estate entrepreneurs in residences to focus on the quality of life of the project consumers in various dimensions. The award was considered by experts in various fields such as architects, engineers and real estate, etc. It is considered a prestigious and valuable award that will help enhance the Thai real estate projects to meet international standards. Annual Report 2018 / Origin Property Public Company Limited 6 03 MAJOR CHANGE AND MAJOR DEVELOPMENTS MAJOR DEVELOPMENTS A SUMMARY OF MAJOR DEVELOPMENTS YEAR 2009 • The Company was established by the Jaroon-ek family income. The location site is across from Kaset University (Mr. Peerapong Jaroon-ek and Mrs. Arada Jaroon-ek), (Sriracha). with an initial registered capital of 10.0 million Baht with • On October 1, 2016, the Company opened condominiums the objective of property development for sale which is the first project located in the heart of the city called KnightsBridge Prime Sathorn, a 43-story YEARS 2010-2013 high project with 726 units. The value of this project is worth 3,800.0 million Baht. Which has been sold out • The Company launched 10 new projects worth 4,5191.4 since the first day that it opened for sale. million Baht. • The Company issued its first 3-year fixed debenture worth 1,200.0 million Baht in November 2016. The YEAR 2014 maturity date for capital withdrawal is in 2019. • Register to transform the company to be a Public Limited • In 2016, the Company officially launched a total of 9 Company under the name of Origin Property Public projects worth 11,545.7 million Baht. Company Limited on November 10, 2014. The Company’s new registered capital was 301.6 million Baht.The YEAR 2017 Companyissued 603,500,000 shares of common stock • According to the Annual General Meeting of Shareholders with a par value of 0.5 Baht and 150,000,000 additional for the year 2017, held on April 4, 2017, the Meeting shares of common stock for the initial public offering. passed a resolution approving the allotment of • The Company issued another 3,200,000 additional 13,500,000 new ordinary shares to support the right to shares of common stock to support the exercising of exercise warrants which were issued and offered to rights in warrants and to offer warrants to directors, directors, management and employees of the Company executives and employees of the Company (ESOP and its subsidiaries (ESOP Warrant: ORI WB). Warrant). • In 2014, the Company officially launched 7 new projects worth 3,800.4 million Baht. YEAR 2015 • October 7, 2015 was the Company’s first official day of trading on the Stock Exchange of Thailand after the Securities and Exchange Commission certified common stock issued by Origin Property Public Company Limited as listed securities. • In 2015, the Company officially launched 8 new projects worth 7,129.5 million Baht. YEAR 2016 • One Origin Company Limited joint ventured with Intercontinental Hotels Group (HG) on June 16, 2016 in order to plan and develop hotel investment projects to be the first hotel project that acknowledged recurring 7 Origin Property Public Company Limited / Annual Report 2018 • According to the Extraordinary General Meeting of the • In 2017, the Company launched 8 new projects totaling Shareholders No. 1/2017, held on July 12, 2016, the 15,443.0 million Baht. Meeting passed a resolution approving the Company’s Acquisition of a total of 10,000,000 shares of Proud YEAR 2018 Residence Company Limited (Proud Residence) with a • On January 25, 2018, the Company issued second par value of 100 Baht per share, which accounted for 100 debentures totaling 2,000.0 million Baht for a period of percent of Proud Residence’s total shares from the 2 years and 6 months. The time of debenture redemption previous shareholders. The total purchase price was is 2020. 4,000,000,000 Baht which the Company purchased on • On May 11, 2018, the Company issued third debentures October 2, 2017. totaling 800.0 million Baht for a period of 3 years. The • According to the Extraordinary General Meeting of time of debenture redemption is 2021. Shareholders No. 2/2017, held on November 1, 2017, • According to the Ordinary General Meeting of Shareholders, the Meeting passed a resolution approving the Company’s held on April 26, 2018, the Meeting passed a resolution issuance of warrants for the purchase of the Company’s approving the Company to increase the credit limit for ordinary shares for Company shareholders (ORI-W1) the issuance debentures for 3,000 million Baht (from No. 1 totaling 406,574,337 units. They were allocated to 4,000 million baht to 7,000 million Baht). Company shareholders according to the proportion • According to the Ordinary General Meeting of Shareholders, of their shares or the Warrant Rights Offering at the same held on April 26, 2018, the Meeting passed a resolution allotment ratio (par value of 0.50 Baht per share) 4 shares approving the allocation of an additional 8,000,000 per 1 unit of warrants.