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Annual Report Vision ANNUAL REPORT VISION CHEWATHAI aspires to be the preferred choice in real estate by relentlessly enhancing its products and services to transcend customers’ satisfaction MISSION 1. Nurture Life-partnerships with customers 2. Invest continuously in its human capital 3. Foster resilient bonds with business associates 4. Embrace utmost responsibility towards its commuity & environment CONTENT 1.Vision and Mission 1 17. Dividend Payment Policy 63 2.Financial Highlights 14 18. Risk Factors 64 3.Message from Chairman 17 19. Summary of Property Market in 2018 68 4.Report of the Audit Committee 18 20. Management Structure 72 5.Report of the Nomination and 20 21. Corporate Governance 92 Remuneration Committee 22. Corporate Social Responsibilities 121 6.Report of the Corporate Gorvernance 21 and Environment Committee 23. Internal Control and Risk Management 135 7.Report of the Risk Management 23 Committee 24. Review of Business Assets 139 8.Detail of Directors and Management Team 24 25. Related Party Transactions 147 9.Activities in 2018 35 26. Overview and Thailand’s 153 Economic Situations in 2018 10.General Information 38 27. Management Discussion and Analysis 155 11.Nature of Business 40 28. Board of Directors’ responsibility for 163 12.Policy and Bussiness Overview 51 financial reporting 13.Major Change and Development 53 29. Auditor’s Report 164 14.Group of the company structure 57 30. Financial Statments 170 15.Report of Changes in Securities 59 31. Notes to Financial Statements 178 Holdings of Directors and Top Executives 16.Securities and Shareholders 61 Information BUILD A LIFE Build a life with top convenience living. Located in a desirable location with an international standard of constructions completed with professional teams that are ready to welcome every Chewathai residents. CHEWATHAI RESIDENCE SERIES CHEWATHAI RESIDENT is a High-rise project the answer of luxury life style. The unique design focus on privacy with delicacy to choose the best thing for every detail. CHEWATHAI SERIES CHEWATHAI Brand is a High-rise project focus on convenience and comfort. Living functions are the answer of your expectations and full of desired utilities. HALLMARK SERIES HALLMARK by Chewathai is the high standard project with the reachable price. The answer for city living for the new generations. HOUSES& TOWNHOMES SERIES Creating a sustainable family living with Chewa Home - the beyond quality home in charming location. Aesthetic in view and outstanding in function common area for the leisure of all residents. INDUSTRIAL CHEWATHAI has Ready Built Factories for Rent which cater to various needs andrequirements. Our factories are designed to give tenants great flexibility andconvenience to shorten start - up period and save start - up costs. CHEWATHAI also provides built - to - suit factories for tenants with specific technical or location requirements. FINANCIAL HIGHLIGHTS (Unit : Million Baht) For the year ended 31 December 2018 2017 2016 2015 Financial position Total Assets 4,465.39 3,646.39 3,171.30 2,354.98 Total Liabilities 2,623.80 2,537.12 2,195.03 1,667.85 Total Shareholders’ Equity 1,841.59 1,109.27 976.27 687.13 Operating Results Total Revenues 2,676.34 2,042.42 1,200.72 1,429.94 Revenue from sales of real estate 2,621.60 2,013.69 1,158.13 1,401.58 Rental and services income from factory 20.45 19.59 16.53 13.54 Gross Profit from sales of real estate 782.87 573.09 327.76 390.92 Selling & Administrative expenses 444.15 360.88 239.94 247.71 Profit for the Years 264.81 155.50 63.08 83.22 Financial Ratio Current Ratio (times) 6.38 1.63 1.59 1.66 Return on Assets (%) 9.37 6.77 4.42 7.29 Return on Equity (%) 17.95 14.91 7.58 15.96 Gross Profit Margin from sales of real estate (%) 29.86 28.46 28.30 27.89 Gross Profit Margin from rental (%) 40.07 44.98 34.82 20.38 Net Profit Margin (%) 9.89 7.61 5.25 5.82 Debt to Equity Ratio (Times) 1.42 2.29 2.25 2.43 Interest-Bearing Debt to Equity Ratio (Times) 1.30 1.71 1.87 2.03 Stock detail Basic Earnings per Share (Baht) 0.24 0.21 0.09 0.25 Book Value per Share (Baht) 1.44 1.48 1.30 1.41 Market price per Share (Baht) 1.08 1.34 1.62 - 14 ANNUAL REPORT 2018 Financial Position (Unit : Milion Baht) 2018 4,465 2017 3,646 ASSETS 2016 3,171 (Unit : Milion Baht) 2018 2,624 2017 2,537 LIABILITIES 2016 2,195 (Unit : Milion Baht) 2018 1,842 2017 1,109 2016 976 SHAREHOLDER’S EQUITY SHAREHOLDER’S CHEWATHAI PUBLIC COMPANY LIMITED 15 16 ANNUAL REPORT 2018 MESSAGE FROM CHAIRMAN 2018 is another wonderful year when the continuous growth of Chewathai Public Company Limited has been witnessed. We manage to gain income as expected, which reflects efficiency of the Company’s operation plans including internal system improvement for increasing the value of existing assets and development of new projects to generate sustainable income. The overall Thai economy and property market in 2018 were fairly good. Products have been released and ready to move in inspite of the Bank of Thailand’s announcement of down payment for home which causes a slight delay of customers’ decision making, yet not significant effects were found. The Company still strives for developing quality products and provide effective services to customers. Strategies have been adjusted by focusing on more horizontal development projects. Currently, we have 11 projects, both horizontal and condominium, being developed in Bangkok Metropolitan Regions, accounting for 12,000 million Baht and still seek for prospective partners to develop projects in provincial cities. In addition, the Board of Directors acknowledge the importance of management under corporate governance principles and aim to operate the business for sustainable growth and in conformity to the changing social and economic environment while taking account of transparency development and adhering to good corporate governance principles for investors, shareholders and related parties to be able to monitor and audit. Directors, executives and employees are encouraged to be aware of and comply with good corporate governance policy to create reliability and for the utmost benefit of all stakeholders. Lastly, I, as the President, would like to take this opportunity to express my gratefulness to all customers, shareholders, general investors and institutional investors, employees, and partners for your kind support in the past years. The Company promises that the shareholders’ interest will be protected with all our might for sustainable growth and advancement of the Company. Mr. Chatchai Panichewa Chairman CHEWATHAI PUBLIC COMPANY LIMITED 17 REPORT OF THE AUDIT COMMITTEE Dear Shareholders The Audit Committee of Chewathai Public Company Limited consist of 3 directors who are expert and have experience in finance, accounting, law, and management. Mrs. Supaporn Burapakusonsri is the Chairman of Audit Committee while Mr. Chaiyut Techatassanasoontorn and Mr. Pinit Hanpanich are the Audit Committee. The three Audit Committee members do not take part in the management and are not the Company’s employees. All members are fully qualified as determined the Securities and Exchange Commission of Thailand. In 2018, the Audit Committee organized 6 meetings and had meetings with the internal auditor and the auditor without the management’s presence for acknowledgement, discussion and exchange of the opinions. The subject matters can be summarized as follows: 1. Audit of the financial statements of 2018: The Audit Committee considered and audited the quarterly financial statements and the financial statements of 2018 with the internal auditor and the auditor. Independency of performance, the auditor’s expression of opinions which may affect the financial statements, appropriateness of the accounting record, scope of audit, correct, complete, and sufficient disclosure of information as well as independency of the auditor were discussed to ensure that the financial statements were prepared in accordance with the legal provisions and financial report standards and that the auditor did not express opinions indicating that the Company’s financial statements contain important remarks. In each quarterly meeting, opinions were exchanged and remarks were acknowledged from the auditor. The Company is prepared to support the improved accounting system in timely, reliable and complete manner to endure accurate financial statements. 2. Audit of connected transactions or related transactions or transactions which may cause conflict of interest: The Audit Committee audited connected transactions or related transactions or transactions which may cause conflict of interest of the Company and its subsidiaries to ensure that the Company strictly complied with the rules and regulations of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC), had transparency in operations and reasonably made connected or related transactions or the transactions which may cause conflict of interest as defined by the Stock Exchange of Thailand by considering the stakeholders’ benefit. The Audit Committee suggests that the related transactions incurred during the year were normal course of business and made for the benefit of the Company. Also, the information was appropriately disclosed. 3. Audit of the internal control system: The Audit Committee audited the internal control system for the year 2018. The Company appointed Miss Watthanee Wongbutrod of Dharmniti Internal Audit Company Limited to be the Company’s auditor who performed audit on the Company’s operations, provided suggestions and followed up the results of performances. Also, the auditor reported the results of internal control system audit to the Audit Committee. According to the results, no weaknesses or faults were found in the internal control system which may significantly affect the Company’s business operations. The Audit Committee expressed the opinion that the Company has effective and appropriate internal control system and risk management.
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