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"//6"-3&1035 4")"1"5)"/"*/5&3)0-%*/(16#-*$$0.1"/:-*.*5&% ALWAYS MOVING FORWARD TOGETHER (PPE1FPQMF(PPE1SPEVDUT(PPE4PDJFUZ 4")"1"5)"/"*/5&3)0-%*/(16#-*$$0.1"/:-*.*5&% *OWFTUPST$IPJDF"XBSE 530 Soi Sathupradit 58, Bangpongpang, ZFBSTPG4DPSFT Yannawa, Bangkok 10120 Tel: +66 2293 0030 Fax: +66 2293 0040 "'VMM.FNCFSPGUIF$"$$PVODJM "//6"-3&1035 www.spi.co.th "OUJ$PSSVQUJPO 4")"1"5)"/"*/5&3)0-%*/(16#-*$$0.1"/:-*.*5&% VISION “To be a leading investment company that serves customers with heartfelt service, dedication to ongoing development and social contribution values.” MISSION • To invest in high-potential business. • To increase satisfaction of the supporting trades and services. • To develop industrial parks to an international standard level. • To incorporate good corporate governance principles, as well as, promote ongoing personnel development in terms of business expertise, moral and ethics, and social and environmental awareness. TARGET To achieve sustainable business growth. His Majesty will live in our hearts eternally Awards and Recognition Certified as a member of the Private Sector The Company achieved the full score of 100 Collective Action Coalition against Corruption along with the “Excellent” status for the quality (CAC) on 14 October 2016. assessment for its 2016 Annual General Meeting of Shareholders for the eighth consecutive year. The Company achieved the CSR-DIW Continuous Award 2016 by the Ministry of Industries on July 28, 2016. This award is a testament to our commitment to developing our organization towards sustainability . Contents ● Financial Highlights 004 ● Internal Control and Risk Management 119 ● Report of the Board of Directors 005 ● Accounting Internal Control System Report 123 ● Report of the Audit Committee 006 ● Related Transactions 124 ● Report of Nomination and ● Explanation and Analysis of Financial Position Remuneration Committee 007 and Operating Performance of the Management 134 ● Report of Good Governance and ● Report on the Board of Director’s Responsibility Risk Management Committee 008 for Financial Statements 139 ● Independent Auditor’s Report 140 ● Business Operations 009 ● Financial Statements 145 - The Policy and Overview of The Company’s ● Financial Statistics and Financial Ratios 198 Business Operation 009 ● Synopsis Operations 199 - Vision, Objectives, Target and Operational Strategies 010 ● Corporate Profile and Any Other Significant - Background and Significant Development 011 Matters 200 - Shareholding Structure of the Group Company 017 - Investment 202 - Nature of Business 021 - The Risk Factors 042 ● Board of Directors and Executive Board 205 - Legal Dispute 046 - Board of Directors 206 - Executive Board 209 ● Management 047 - Information of the Directors, Executives, - Securities and Shareholders 047 Controlling Persons and Company Secretary 210 - Management Structure 050 - Company Directors Who Seats In Related Companies 224 ● Good Corporate Governance 066 - Corporate Governance Policies 067 ● Corporate Social Responsibility 226 - Subcommittees 099 - Nomination and Appointment of Company Directors and Executives 110 - Corporate Governance of Subsidiaries and Jointed Venture 115 - Control of Internal Data Usage 116 - Auditor’s Fee 116 - Compliance with Other Principles of Good Corporate Governance 117 Investors are able to access more information of securities issuer from the annual report (Form 56-1) of Company on www.sec.or.th or Company’s website, www.spi.co.th FINANCIAL HIGHLIGHTS FINANCIAL HIGHLIGHTS (Unit : Thousand Baht) 2014 2015 2016 Total Revenues 4,209,136 4,210,735 4,557,372 Net Profit 1,150,142 1,317,087 1,682,271 Basic Earnings Per Share (Baht) 2.33 2.67 3.41 Dividend Payment 113,628 113,628 163,031 Dividend Payout Ratio (%) 9.88 8.63 9.69 Total Assets 21,854,248 23,087,821 25,015,700 Investment 17,260,932 17,923,734 19,805,012 Real Estate 3,951,649 4,325,768 4,643,291 Total Liabilities 2,500,608 2,730,573 2,638,123 Total Shareholders’ Equity 19,353,640 20,357,248 22,377,577 Book Value per Share (Baht) 39.17 41.21 45.30 Revenue Structure 171 182 (4.1%) 272 1,860 (4.3%) (6.0%) (40.8%) 1,427 1,599 (33.9%) (38.0%) 2014 2015 2016 Total Revenues Total Revenues Total Revenues 4,209 4,211 4,557 Million Baht Million Baht Million Baht 2,425 2,611 2,430 (53.2%) (62.0%) (57.7%) Investment and Others Rental and Services Industrial Park Total Revenues Total Assets Net Profit Total Shareholders’ Equity Total Expenses Total Liabilities (Unit : Million Baht) (Unit : Million Baht) 25,016 23,088 21,854 2,638 2,731 4,557 2,500 4,209 4,211 19,354 20,357 22,378 88.6% 88.2% 89.5% 1,682 1,150 1,317 36.9% 27.3% 31.3% 2014 2015 2016 2014 2015 2016 004 ANNUAL REPORT 2016 REPORT OF THE BOARD OF DIRECTORS Report of the Board of Directors The year 2016 marks a year of greatest loss for all Thais when the most devastating news about the passing of H.M. King Bhumibol Adulyadej was announced by the Bureau of The Royal Household on October 13, 2016. With our deepest gratitude towards H.M. King Bhumibol Adulyadej’s dedication, compassion and kindness, we, the Board of Directors, as well as all executives and employees of the Company are pledge to perform our duties in response to H.M. King Bhumibol Adulyadej’s aspirations and follow the Royal Footsteps. At the same time, we hereby humbly offer our utmost respect and best wishes to His Majesty King Maha Vajiralongkorn Bodindradebayavarangkun. Long Live His Majesty the King. In 2016, the global economy experienced several changes caused by the effects of political and economic events – some of which included the ‘Brexit’ referendum which led United Kingdom to leave the European Union; US presidential election results; energy price fluctuations; and, interest rate hikes of the US Federal Reserve. Nevertheless, the Thai economy in 2016 enjoyed a 3.2 percent growth from the previous year due largely to private sector consumption and public sector investments, expanding 3.1 percent and 9.9 percent respectively. Also attributable to the growth was increasing tourism revenues, which saw an 11.1 percent increase in comparison with the prior year. Thailand’s exports showed a clearer sign of recovery in the second half of the year as a result of the economic and industrial reform covering various aspects. In terms of the political sector and the general public, a referendum on the latest draft constitutional helped bring the timeframe and national political process into sharp focus. The Company recorded a revenue of Baht 4,557 million in 2016, a growth of 8.2 percent, with its utility expenses (electricity and steam) dropping by 0.7 percent. Share of Profit from Investment in Associates by Equity Method rose 14.2 percent while the Dividend Income surged 51.2 percent thanks to the improved operating results of the companies it has invested in. Other revenues contributing to the figure derived from the Consulting and Services Income along with Sales of Real Estate, which rose 2.8 percent and 49.5 percent respectively while Total Expenses declined by 1.3 percent. The Company’s cost management and expense control led it to gain a record-breaking profit of Baht 1,682 million – the highest profit ever since its establishment, an impressive 27.7 percent increase from the previous year. The Company was rated at “AA” with “Stable” outlook by TRIS Ratings Co., Ltd. It also became a member of Thailand’s Private Sector Collective Action Coalition against Corruption (CAC) on October 14, 2016 certified by the CAC Council. Additionally, it received an Outstanding Award for Industrial Environmental Management from the Engineering Institute of Thailand under H.M. The King’s Patronage. The Company achieved the full score of 100 along with the “Excellent” status for the quality assessment for its 2016 Annual General Meeting of Shareholders for the eighth consecutive year. The year 2017 is yet another year of great challenges either in terms of economic uncertainties, the economic shift toward the Thailand 4.0 model, or internal adjustments within Saha Group. However, the Company has prepared a number of measures to address such challenges. They include reorganization, financial restructuring through the use of multiple financial instruments, changing the shareholding structure in various businesses, increasing investments in Special Economic Zones, particularly in Mae Sot district, Tak province, and the expansion of trade in CLMV countries. All these plans will be rigorously and consistently carried out with strict adherence and compliance with the Corporate Governance (CG), Collective Action Coalition against Corruption (CAC) and Corporate Social Responsibility (CSR). On behalf of the Company’s Board of Directors, we would like to express our heartfelt appreciation to all our executives and employees for their endeavors and dedication. We further extend our sincere gratitude to all shareholders, clients, partners, financial institutions, as well as all government and private agencies for their trust. Such reliance has led the Company to receive continued support and cooperation that have steered it forward in achieving smooth business operations throughout the years. Lastly, the Company will continue to adhere to “good people, good products, good society” practices to ensure its sustainable growth and success in many years to come. SAHA PATHANA INTER-HOLDING PUBLIC COMPANY LIMITED 005 REPORT OF THE AUDIT COMMITTEE Report of the Audit Committee Dear Shareholders of Saha Pathana Inter-Holding Public Company Limited, The Audit Committee of Saha Pathana Inter-Holding Public Company Limited was appointed by the Board of Directors on May 11th, 2016 with three independent and non-executive members: Mr. Nophorn Bhongsvej as Chairman of Audit Committee, Pol. Lt. Gen. Amarin Niemskul and Mrs.Punnee Worawuthichongsathit as Audit Committee having a term of one year. The Audit Committee has held fifteen meetings in 2016.