Annual Registration Statement
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-Translation- Annual registration statement As of December 31, 2011 Electricity Generating Public Company Limited Content Page Part 1 Executive Summary 1 Part 2 Listed Company 2 Section 1 Risk Factors 12 Section 2 Business Characteristic 17 Section 3 Operation of Business Line 29 Section 4 Research and Development 58 Section 5 Operational assets 59 Section 6 Future projects 63 Section 7 Dispute 64 Section 8 Capital Structure 65 Section 9 Management 67 Section 10 Internal Control 120 Section 11 Connected Transaction 124 Section 12 Financial Status and Operational Results 132 Section 13 Others 160 Part 3 The Certification of Information Attachment 1 CV of the Management and the Control Persons Attachment 2 The positions of the Management and the Control Persons Attachment 3 Audit Committee’s Report Attachment 4 The Position of EGCO’s Board of Directors and Management in standing Committees and Management Committee Glossary 1. Companies AE Agro Energy Company Limited APMC Alto Power Management Corporation APPC Absolute Power P Company Limited BLCP BLCP Power Limited BV New Growth B.V. Chaiyaphum Chaiyaphum Wind Farm Company Limited Conal Conal Holdings Corporation Coop New Growth Cooperatief U.A. CPOI Covanta Philippines Operating Inc. DGA Diamond Generating Asia, Limited East Water East Water Resources Development and Management Public Company Limited EGCO Electricity Generating Public Company Limited EGCO BVI EGCO International (B.V.I.) Limited EGCO Cogen EGCO Cogeneration Company Limited EGCO Green EGCO Green Energy Company Limited Egcom Tara Egcom Tara Company Limited ESCO EGCO Engineering and Service Company Limited GCC Gulf Cogeneration Company Limited GEC Gulf Electric Public Company Limited GECC General Electric Capital Corporation GEN Gulf Energy Company Limited GIDEC GIDEC Company Limited GIPP Gulf IPP Company Limited GPG Gulf Power Generation Company Limited GPIQ GPI Quezon Company Limited GPS G-Power Source Company Limited Group companies, Electricity Generating Public Company Limited and its EGCO Group subsidiaries and joint venture companies. Gunkul, Gunkul Engineering Public Company Limited GYG Gulf Yala Green Company Limited KEGCO Khanom Electricity Generating Company Limited IMS Intergen Management Services (Philippines) Limited MME PT Manambang Muara Enim Company Limited NED Natural Energy Development Company Limited NED Wind NED Wind Company Limited NKCC Nong Khae Cogeneration Company Limited NMPC Northern Mindanao Power Corporation North Pole North Pole Investment Company Limited NTPC Nam Theun 2 Power Company Limited OneEnergy OneEnergy Thailand Limited OPDCI Ogden Power Development Cayman Inc. PEPOI Pearl Energy Philippines Operating Inc. PGS Power Generation Services Company Limited QMS Quezon Management Service Inc. Quezon Quezon Power (Philippines) Limited Company REGCO Rayong Electricity Generating Company Limited Roi-Et Green Roi-Et Green Company Limited SCC Samutprakarn Cogeneration Company Limited SK Cogen & TP Banpong Utilities Company Limited Cogen Solarco, Solarco Company Limited SPP2 SPP Two Company Limited SPP3 SPP Three Company Limited SPP4 SPP Four Company Limited SPP5 SPP Five Company Limited SPPC Southern Philippines Power Corporation TEPDIA TEPDIA Generating B.V. Theppana, Theppana Wind Farm Company Limited TJ Cogen Klongluang Utilities Company Limited WMPC Western Mindanao Power Corporation XPCL Xayaburi Power Company Limited Yanhee EGCO, Yanhee EGCO Holding Company Limited Yanhee Power, Yanhee Power Holding Company Limited Yanhee Solar, Yanhee Solar Power Company Limited 2. Government Organizations EGAT Electricity Generating Authority of Thailand EPPO Energy Policy and Planning Office ERC Energy Regulatory Commission NEPC National Energy Policy Council PEA Provincial Electricity Authority PWA Provincial Waterworks Authority SEC Security and Exchange Commission, Thailand SET Stock Exchange of Thailand 3. Other Institutions COSO The Committee of Sponsoring Organizations of the Treadway Commission IOD Thai Institute of Directors JBIC Japan Bank for International Corporation 4. Technical Terms Associated Company A company that: A) Listed company or its subsidiaries hold 20.00% (twenty percent) or more, but not more than 50.00% (fifty percent) of its overall voting stock. B) Listed company or its subsidiary has influence, but not controlling power, over its monetary and operational policies. (The company is not deemed to be a subsidiary or joint venture.) Shareholdings referred to above include those held by related persons. Controlling Person A shareholder or person who, through its behavior, can significantly influence the policy, management and operations of a listed company. This is irrespective of the source of its authority: through its rights, contracts, or any others. Specially a “controlling person” includes, but it is not limited to, one who: A) Has direct or indirect voting rights exceeding 25.00% (twenty-five percent) of the total company votes. B) Through its behavior, has control over the appointment or removal of company directors. C) Through its behavior, has de facto control or undue influence over policy, controlling those company members authorized to determine management and operational policies. D) Through its behavior, acts or has the power to act in the same manner as the company management. This includes those who hold other positions in the company, but are able to act in the same manner as the company management. IPP Independent Power Producer Major Shareholder A shareholder, whose shares in a listed company exceeds 10.00% (ten percent) of the listed company’s overall voting shares. PDP Power Development Plan SPP Small Power Producer Subsidiary Company A) Listed company holds over 50.00% (fifty percent) of its total voting shares. B) A company referred to in (A) holds over 50.00 (fifty percent) of its total voting shares. C) Is held by another company in a chain of ownership, no matter how many number in the chain, ending with the company referred to in (B) and D) A company that the company referred to in (A), (B), or (C) hold over 50.00% (fifty percent) of its overall voting stock, either directly or indirectly. E) A company that the company referred to in (A), (B), (C) or (D) have controlling power over its monetary and operational policies, and are able direct and gain interest on its activities. The holding of (A), (B), (C), or (D) is included those held by related persons. VSPP Very Small Power Producer Part 1 Executive Summary Part 1 Executive Summary The Notification of the Capital Market Supervisory Board No. Tor Jor 11/2009 Re: Criteria, Conditions and Procedures of Reporting Disclosure of Financial Status and Results of Business Operations of Issuance Companies dated March 13, 2009 revoked this part. 1 Part 2 Listed Company Part 2 Listed Company 1. EGCO Information Name : Electricity Generating Public Company Limited (EGCO) Business : Holding Company focusing on power business and other related business Registration : 0107537008666 (Previously Number Listed Co. 333) Sector : Energy and Utilities Industry : Resources Registered Capital : 5,300 million baht Paid up Capital : 5,246.65 million baht Par Value : 10 baht Foreign Limit : 44.82% % of Free Float : 50.65% as of March 16, 2013 Head Office : EGCO Tower, 222 Moo 5, Vibhavadi Rangsit Rd., Tungsonghong, Laksi, Bangkok 10210, Thailand. Home Page : http://www.egco.com Tel. : 66 0 2998-5000 Fax : 66 0 2955-0956-7 Board of Directors : Email address : [email protected] Audit Committee : Email address : [email protected] Corporate Secretary : 0 2998-5020-5 Email address : [email protected] IR Contact : 0 29985145-8 Email address: [email protected] 2 Part 2 Listed Company 2. Referenced Persons Regulator The Securities and Exchange Commission, Thailand GPF Witthayu Building, 93/1 Wireless Road, Lumpini, Patumwan, Bangkok 10330, Thailand Tel +66 (0) 2695 9999, +66 (0) 2263 6499 Fax. +66 (0) 2256-7711 Corporate Affairs Department ext. 9535, 9509 E-mail: [email protected] Website: www.sec.or.th Regulator The Stock Exchange of Thailand The Stock Exchange of Thailand Building, 62 Ratchadaphisek Road, Klongtoey, Bangkok 10110, Thailand Tel +66 (0) 2229 2000, +66 (0) 2654 5656 Fax. +66 (0) 2229 2030, +66 (0) 2654 5649 S-E-T Call Center +66 (0) 2229 2222 E-mail: [email protected] Website: www.set.or.th Share and Debenture Thailand Securities Depository Company Limited registrar The Stock Exchange of Thailand Building, 62 Ratchadaphisek Road, Klongtoey, Bangkok 10110, Thailand Tel +66 (0) 2229 2800 Fax. +66 (0) 2359 1259 Call Center +66 (0) 2229 2888 E-mail: [email protected] Website: www.tsd.co.th Auditor 1. Ms. Nangnoi Charoenthaveesub Certified Public Accountant (Thailand) No. 3044 2. Mr. Prasan Chuaphanich Certified Public Accountant (Thailand) No. 3051 3. Mr. Vichien Khingmontri Certified Public Accountant (Thailand) No. 3977 PricewaterhouseCoopers ABAS Limited 15th Floor, Bangkok City Tower, 179/74-80 South Sathorn Road, Bangkok 10120, Thailand Tel +66 (0) 2286 9999, +66 (0) 2344 1000 Fax. +66 (0) 2286 5050 3 Part 2 Listed Company 3. General Information Registered Paid-up Ownership Share Par Share Interest Company Business Capital Value Capital (Direct+Indir (Million (Baht) (Million ect) Baht) Baht) (%) Electricity Generating Public Company Holding Company focusing 5,300 10 5,264.65 - Limited (EGCO) on Power business and others Registration 0107537000866 related to power business (No.BorMorJor.333) Head Office 14th, 15th Floor EGCO Tower, 222, Moo 5, Vibhavadi Rangsit Road, Tungsonghong, Laksi, Bangkok 10210,