WHA CORPORATION PUBLIC COMPANY LIMITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL INFORMATION (UNAUDITED) 31 MARCH 2017

Transcription

1 WHA CORPORATION PUBLIC COMPANY LIMITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL INFORMATION (UNAUDITED) 31 MARCH 2017

2 AUDITOR S REPORT ON THE REVIEW OF THE INTERIM FINANCIAL INFORMATION To the Shareholders of WHA Corporation Public Company Limited I have reviewed the interim consolidated of WHA Corporation Public Company Limited and its subsidiaries, and the interim separate of WHA Corporation Public Company Limited. These comprise the consolidated and separate statements of position as at 31 March 2017, and the related consolidated and separate statements of comprehensive income, changes in equity, and cash flows for the three-month period then ended, and the condensed notes to the interim. Management is responsible for the preparation and presentation of this interim consolidated and separate in accordance with Thai Accounting Standard 34, Interim Financial Reporting. My responsibility is to express a conclusion on this interim consolidated and separate based on my review. Scope of review I conducted my review in accordance with the Thai Standard on Review Engagements 2410, Review of interim performed by the independent auditor of the entity. A review of interim consists of making inquiries, primarily of persons responsible for and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Thai Standards on Auditing and consequently does not enable me to obtain assurance that I would become aware of all significant matters that might be identified in an audit. Accordingly, I do not express an audit opinion. Conclusion Based on my review, nothing has come to my attention that causes me to believe that the accompanying interim consolidated and separate is not prepared, in all material respects, in accordance with Thai Accounting Standard 34, Interim Financial Reporting. PricewaterhouseCoopers ABAS Ltd. Chanchai Chaiprasit Certified Public Accountant (Thailand) No Bangkok 11 May 2017

3 Statements of Financial Position As at 31 March 2017 Unaudited Audited Unaudited Audited Notes Assets Current assets Cash and cash equivalents 2,698,932,519 2,635,395,451 97,613, ,120,210 Short-term investments 377,095,778 2,108,326, ,418,782 2,084,758,530 Trade and other receivables, net 6 520,126, ,787,031 28,459,215 17,334,094 Short-term loans to related parties 23 1,062,750,000 1,432,900, ,000, ,500,000 Real estate development costs 7 14,921,613,217 14,648,452,962 13,362,621 - Advance for construction 63,794,333 60,453,000 59,826,378 60,453,000 Other current assets 763,202, ,144,680 31,614,716 26,755,208 Non-current assets held for sale 8 1,516,269, ,959,117 - Total current assets 21,923,785,020 22,059,459,767 2,105,254,590 3,001,921,042 Non-current assets Restricted bank deposits 285, , , ,712 Available-for-sale investment 9 4,002,708,437 4,025,075,674 3,169,545,590 3,170,538,054 Investments in associates 10 10,475,082,574 9,927,971, Investments in subsidiaries ,389,301,939 23,328,121,939 Interests in joint ventures 12 1,417,977,799 1,408,112,963 1,238,450,000 1,238,450,000 Other long-term investments, net ,537, ,958, Investment properties, net 14 9,385,064,644 11,025,585,139 5,417,043,713 6,199,796,080 Property, plant and equipment, net 15 3,870,564,156 3,831,907,853 25,273,508 27,665,208 Intangible assets, net 4,118,659,963 4,118,659, Goodwills 17,575,045,652 17,575,045, Deferred income tax assets 149,713,748 93,350,437 97,535,435 64,701,456 Other non-current assets 415,532, ,222,903 70,659,037 74,187,788 Total non-current assets 51,704,173,207 52,724,176,351 33,407,945,934 34,103,597,237 Total assets 73,627,958,227 74,783,636,118 35,513,200,524 37,105,518,279 Director Director The accompanying notes are an integral part of this interim. 2

4 Statements of Financial Position As at 31 March 2017 Unaudited Audited Unaudited Audited Notes Liabilities and equity Current liabilities Short-term loans from institutions 16 2,849,334,121 3,648,915, ,702,871 Trade and other payables 17 2,257,771,403 2,451,617, ,620, ,734,518 Current portion of long-term loans 16 4,472,824,437 2,491,534, Current portion of debentures 18 5,531,703,317 5,850,823,930 3,234,227,687 3,533,896,676 Current portion of cash received from unearned income ,752, ,940,938 50,647,243 62,594,769 Current portion of unearned income from rental and leasehold rights 6,150,107 6,150, Short-term loans from related parties ,500, ,500,000 Advance received income 974,169, ,706,162 19,330,807 29,044,121 Income tax payable 101,972,268 70,566,419 24,568,642 24,568,642 Provisions from guarantee 8,204,782 8,100,764 8,204,782 8,100,764 Other current liabilities 87,771, ,381,415 3,405,228 57,626,625 Liabilities directly associated with assets classified as held for sale 8 51,788,637-17,905,452 - Total current liabilities 16,495,442,158 15,413,735,901 4,080,410,069 5,332,768,986 Non-current liabilities Long-term loans 16 5,946,549,368 7,929,904, Debentures 18 21,862,696,839 22,073,917,442 11,281,038,916 11,479,577,677 Cash received from unearned income 19 4,010,925,767 4,054,970,533 2,416,052,534 2,433,649,101 Deferred income tax liabilities 2,585,591,721 2,600,518, Deposits from long-term lease agreement 155,522, ,425,112 37,465,054 53,289,021 Employee benefit obligations 101,556,299 96,479,417 29,531,613 27,938,546 Unearned income from rental and leasehold rights 150,212, ,729, Other non-current liabilities 283,592, ,687, ,448, ,280,470 Total non-current liabilities 35,096,647,358 37,407,631,271 13,878,536,615 14,111,734,815 Total liabilities 51,592,089,516 52,821,367,172 17,958,946,684 19,444,503,801 The accompanying notes are an integral part of this interim. 3

5 Statements of Financial Position As at 31 March 2017 Unaudited Audited Unaudited Audited Notes Liabilities and equity (Continued) Equity Share capital 20 Authorised share capital Ordinary shares, 15,677,730,186 shares of par 0.10 each 1,567,773,019 1,567,773,019 1,567,773,019 1,567,773,019 Issued and paid-up share capital Ordinary shares, 14,322,430,321 shares of paid-up 0.10 each 1,432,243,032 1,432,243,032 1,432,243,032 1,432,243,032 Share premium on ordinary shares 12,391,309,606 12,391,309,606 12,391,309,606 12,391,309,606 Warrants ,347, ,347, ,347, ,347,472 Capital surplus from share swap 172,861, ,861, ,175, ,175,962 Retained earnings Appropriated - legal reserve 127,150, ,150, ,150, ,150,000 Unappropriated 6,606,802,683 6,526,025,284 2,556,392,080 2,664,852,440 Other components of equity (44,705,366) (23,535,453) 41,635,688 39,935,966 Equity attributable to owners of the parent 21,489,008,527 21,429,401,041 17,554,253,840 17,661,014,478 Non-controlling interests 546,860, ,867, Total equity 22,035,868,711 21,962,268,946 17,554,253,840 17,661,014,478 Total liabilities and equity 73,627,958,227 74,783,636,118 35,513,200,524 37,105,518,279 The accompanying notes are an integral part of this interim. 4

6 Statements of Comprehensive Income (Unaudited) For the three-month period ended 31 March 2017 Notes Revenues from leases and services 485,891, ,854, ,824, ,693,953 Revenues from sales of real estate 132,104, ,522, Revenues from sales 352,586, ,969, Costs of leases and services (184,044,231) (197,984,351) (73,330,907) (75,046,293) Costs of sales of real estate (111,654,325) (264,388,735) - - Costs of sales (223,321,081) (215,503,048) - - Gross profit 451,562, ,470,271 42,493,409 96,647,660 Other income 136,888, ,601,347 56,610,241 45,615,500 Selling expenses (32,869,685) (40,652,897) - - Administrative expenses (293,538,942) (239,525,589) (81,803,432) (80,487,707) Finance costs (452,858,216) (610,542,249) (159,019,487) (192,390,660) Share of profit of associates and joint ventures 10, ,657, ,515, Profit (loss) before income tax 66,842, ,866,367 (141,719,269) (130,615,207) Income tax 22 24,707,825 8,024,539 33,258,909 31,129,428 Profit (loss) for the period 91,549, ,890,906 (108,460,360) (99,485,779) Other comprehensive income Items that will not be reclassified subsequently to profit or loss Remeasurements of employee benefit obligations 5,653, Income tax relating to items that will not be reclassified to profit or loss (1,119,580) Total items that will not be reclassified to profit or loss 4,533, Items that will be reclassified subsequently to profit or loss Change in value of available-for-sale assets (19,141,236) 181,087,464 2,124, ,501,514 Currency translation differences (10,390,858) (34,498,751) - - Income tax relating to items that will be reclassified 3,828,248 (35,120,280) (424,930) (35,403,422) Total items that will be reclassified subsequently to profit or loss (25,703,846) 111,468,433 1,699, ,098,092 Other comprehensive income (expense) for the period, net of tax (21,169,913) 111,468,433 1,699, ,098,092 Total comprehensive income (expense) for the period 70,380, ,359,339 (106,760,638) 47,612,313 The accompanying notes are an integral part of this interim. 5

7 Statements of Comprehensive Income (Unaudited) For the three-month period ended 31 March 2017 Profit (loss) attributable to: Owners of the parent 80,777, ,924,755 (108,460,360) (99,485,779) Non-controlling interests 10,772,529 42,966, Profit (loss) for the period 91,549, ,890,906 (108,460,360) (99,485,779) Total comprehensive income (expense) attributable to: Owners of the parent 59,607, ,393,188 (106,760,638) 47,612,313 Non-controlling interests 10,772,529 42,966, Total comprehensive income (expense) for the period 70,380, ,359,339 (106,760,638) 47,612,313 Earnings (losses) per share for owners of the parent Basic earnings (losses) per share (0.008) (0.007) Diluted earnings (losses) per share (0.008) (0.007) The accompanying notes are an integral part of this interim. 6

8 Statements of Changes in equity (Unaudited) For the three-month period ended 31 March 2017 Attributable to owners of the parent Other components of equity Other comprehensive income Share of Change Premium Capital other com- in parent's Issued on paid-up surplus Retained earnings Available- prehensive ownership Total Nonand paid-up ordinary from Appropriated for-sale Currency Actuarial income of interests in owners of controlling share capital shares Warrants share swap - legal reserve Unappropriated investments translation losses joint ventures subsidiaries the parent interests Total equity Opening balance ,432,234,167 12,390,954, ,407, ,861,100 97,000,000 3,658,019, ,413,978 (5,735,832) (4,387,523) ,655,767,279 3,002,963,392 21,658,730,671 Capital increase from warrant conversion 8, ,098 (59,599) , ,340 Change in parent's ownership interests in subsidiaries (51,039,884) (51,039,884) (2,367,574,098) (2,418,613,982) Dividend paid from subsidiaries to non-controlling interests (100) (100) Total comprehensive income (expense) for the period ,924, ,967,184 (34,498,751) ,393,188 42,966, ,359,339 Closing balance ,432,243,008 12,391,308, ,347, ,861,100 97,000,000 3,777,944, ,381,162 (40,234,583) (4,387,523) - (51,039,884) 18,836,423, ,355,345 19,514,779,268 Opening balance ,432,243,032 12,391,309, ,347, ,861, ,150,000 6,526,025,284 46,724,138 (15,426,977) 5,640,977 (9,433,707) (51,039,884) 21,429,401, ,867,905 21,962,268,946 Subsidiary's capital increase ,220,000 3,220,000 Dividend paid from subsidiaries to non-controlling interests (250) (250) Total comprehensive income (expense) for the period ,777,399 (15,312,988) (10,390,858) 4,533, ,607,486 10,772,529 70,380,015 Closing balance ,432,243,032 12,391,309, ,347, ,861, ,150,000 6,606,802,683 31,411,150 (25,817,835) 10,174,910 (9,433,707) (51,039,884) 21,489,008, ,860,184 22,035,868,711 The accompanying notes are an integral part of this interim. 7

9 Statements of Changes in equity (Unaudited) For the three-month period ended 31 March 2017 Other components of equity Premium Capital Other comprehensive income Issued on paid-up surplus Retained earnings Availableand paid-up ordinary from Appropriated for-sale Actuarial share capital shares Warrants share swap - legal reserve Unappropriated investments losses Total equity Opening balance ,432,234,167 12,390,954, ,407, ,175,962 97,000,000 2,109,361, ,209,873 (4,387,523) 17,140,955,476 Capital increase from warrant conversion 8, ,098 (59,599) ,340 Total comprehensive income (expense) for the period (99,485,779) 147,098,092-47,612,313 Closing balance ,432,243,008 12,391,308, ,347, ,175,962 97,000,000 2,009,875, ,307,965 (4,387,523) 17,188,871,129 Opening balance ,432,243,032 12,391,309, ,347, ,175, ,150,000 2,664,852,440 46,517,999 (6,582,033) 17,661,014,478 Total comprehensive income (expense) for the period (108,460,360) 1,699,722 - (106,760,638) Closing balance ,432,243,032 12,391,309, ,347, ,175, ,150,000 2,556,392,080 48,217,721 (6,582,033) 17,554,253,840 The accompanying notes are an integral part of this interim. 8

10 Statements of Cash Flows (Unaudited) For the three-month period ended 31 March 2017 Notes Cash flows from operating activities Profit (loss) before income tax 66,842, ,866,367 (141,719,269) (130,615,207) Adjustments for : Reversal of allowance for doubtful debt (547,993) (556,678) - - Depreciation 14, ,240, ,985,140 44,477,107 55,170,499 Amortisation 4,536,051 4,733,507 1,167, ,337 Loss from write-off property, plant and equipment 33, Gain from sale short-term investment (2,957,319) (11,299,877) (2,957,319) (1,533,062) Gain from sale investment properties (70,914,962) Gain from sale property, plant and equipment (117,687) (98,129) (117,687) - Amortisation of other long-term investments 3,420,663 3,458, Recognition of income from operating lease agreements (14,145,972) (5,735,651) (3,683,754) (5,382,533) Provisions from guarantee 8,204,782 16,752,937 8,204,782 12,270,701 Employee benefit obligations 10,730,395 3,821,758 1,593,067 1,135,968 Recognition of income from rental and leasehold rights (1,516,465) (1,529,510) - - Interest income (22,023,635) (25,151,865) (8,767,103) (5,006,376) Dividend income (64,327,678) (32,418,502) (39,390,176) (32,418,502) Finance costs 452,858, ,542, ,019, ,390,660 Share of profit from associates and joint ventures 10, 12 (257,657,289) (449,515,484) - - Changes in operating assets and liabilities : Trade and other receivables (122,660,564) (10,295,913) (9,452,653) (47,483,712) Real estate development costs (288,962,319) (165,914,813) (13,362,621) - Other current assets (2,237,047) (196,282,530) (1,111,698) (2,287,564) Other non-current assets (11,033,697) 307,584 (1,105,455) (711,846) Trade and other payables (18,179,036) (111,596,588) (69,285,799) (5,992,800) Cash received from unearned income 19 (54,233,590) (29,117,570) (29,544,093) (29,117,570) Advance received income 411,463, ,514,043 (9,713,314) 1,323,309 Paid liabilities from guarantee (8,100,764) (41,494,590) (8,100,764) (10,156,766) Other current liabilities (71,390,137) 226,144,949 (54,221,397) (40,027,071) Deposits from long-term lease agreement 17,885,609 18,456,560 2,081,485 5,766,347 Paid employee benefit - (2,575,542) - - Other non-current liabilities (27,314,710) 478,793 (2,831,972) (2,407,532) Cash generated from operation 69,894, ,479,315 (178,821,776) (44,676,720) Interest received 67,892, ,849 7,094,635 22,841 Interest paid (629,666,100) (1,002,715,893) (177,517,876) (302,915,440) Dividend received from operating activities 39,390,176 50,731,756 39,390,176 32,418,502 Income tax paid (23,228,028) (165,018,102) (3,747,810) (6,920,124) Net cash used in operating activities (475,717,148) (909,420,075) (313,602,651) (322,070,941) The accompanying notes are an integral part of this interim. 9

11 Statements of Cash Flows (Unaudited) For the three-month period ended 31 March 2017 Notes Cash flows from investing activities Payments of short-term investment acquisition - (1,660,000,000) - (1,610,000,000) Proceeds from short-term investment disposal 1,735,000,000 3,037,395,149 1,735,000,000 1,494,351,999 Payments of short-term loans to related parties (89,800,000) (10,000,000) (147,800,000) (593,340,444) Proceeds from short-term loans to related parties 459,950,000-68,300,000 9,000,000 Decrease in restricted bank deposits - 1,884,364-1,948,650 Proceeds from capital reduction of available-for-sale investment 9 2,414, ,040 2,414, ,040 Payments of investments in associates 10 (310,374,100) Proceeds from capital reduction of investments in associates 10 16,183,065 36,720, Payments of investments in subsidiaries (61,180,000) (2,418,835,345) Proceeds from sale investments in subsidiaries ,618 Payments of interests in joint ventures 12 (5,127,500) (1,250,000) - (1,250,000) Payments of investment properties acquisition (95,920,586) (793,260,501) (47,691,156) (452,126,798) Interest paid to capitalise for investment properties (846,944) (7,187,160) (846,944) (7,187,160) Proceeds from sale investment properties 222,632, Payments of property, plant and equipment acquisition (106,308,536) (54,467,765) (342,872) (239,761) Proceeds from sale property, plant and equipment 242,990 98, ,990 - Dividend received from investing activities 24,937, Net cash from (used in) investing activities 1,852,982, ,867,258 1,548,096,202 (3,576,419,201) Cash flows from financing activities Proceeds from short-term loans - 3,520,612, ,000,000 Repayments of short-term loans (810,000,000) (2,720,612,908) (810,000,000) (174,000,000) Proceeds from short-term loans from related parties ,035,000,000 Repayments of short-term loans from related parties (261,000,000) Proceeds from long-term loans - 2,518,613,900-2,518,613,900 Repayments of long-term loans - (2,138,860,320) - (1,330,718,800) Proceeds from debentures - 200,000, ,000,000 Payments of issue debentures - (249,296) - (249,296) Repayments of debentures (500,000,000) - (500,000,000) - Payments of change in parent's ownership interests in subsidiaries - (2,418,613,982) - - Dividend paid (6,139,266) (2,171) - - Proceeds from non-controlling interests 3,220, Net cash from (used in) financing activities (1,312,919,266) (1,039,111,869) (1,310,000,000) 2,961,645,804 The accompanying notes are an integral part of this interim. 10

12 Statements of Cash Flows (Unaudited) For the three-month period ended 31 March 2017 Net increase (decrease) in cash and cash equivalents 64,345,743 (1,397,664,686) (75,506,449) (936,844,338) Cash and cash equivalents at the beginning of the period 2,635,395,451 2,554,719, ,120, ,969,947 Exchange losses on cash and cash equivalents (808,675) (34,081,152) - - Cash and cash equivalents at the end of the period 2,698,932,519 1,122,973,323 97,613,761 57,125,609 Non-cash transactions Significant non-cash transactions for the three-month period ended 31 March are as follows: Account payables from investment properties acquisition 303,871,835 2,509,249, ,783, ,402,185 Account payables from property, plant and equipment acquisition 5,916, The accompanying notes are an integral part of this interim. 11

13 1 General WHA Corporation Public Company Limited ( the Company ) is a public limited company which is listed on the Stock Exchange of Thailand and is incorporated and resident in Thailand. The address of the Company s registered office is as follows: 1121 Moo.3 Theparak Road, Theparak, A.Mueang Samut Prakarn, Samut Prakarn For reporting purposes, the Company and its subsidiaries are referred to as the Group. This Interim consolidated and separate has been authorised for issue by the Board of Directors on 11 May This Interim consolidated and separate has been reviewed, not audited. 2 Accounting policies 2.1 Basis of preparation The interim has been prepared in accordance with Thai Accounting Standard 34 Interim Financial Reporting. The primary (statement of position, statements of comprehensive income, changes in equity and cash flows) is presented in a format consistent with the annual statements complying with Thai Accounting Standard 1 Presentation of Financial Statements. The notes to the are prepared in a condensed format. Additional notes are presented as required by the Securities and Exchange Commission under the Securities and Exchange Act. The interim should be read in conjunction with the annual statements for the year ended 31 December An English version of the Interim consolidated and separate has been prepared from the interim that is in the Thai language. In the event of a conflict or a difference in interpretation between the two languages, the Thai language interim shall prevail. The accounting policies used in the preparation of the interim are consistent with those used in the statements for the year ended 31 December Costs that are incurred unevenly during the year are anticipated or deferred in the interim report only if it would also be appropriate to anticipate or defer such costs at the end of the year. Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss. 2.2 Revised reporting standards The Company has applied the revised reporting standards which are effective on 1 January 2017 and relevant to the Company. The application of those reporting standards does not have significant impact to the Company. 12

14 3 Estimates The preparation of interim requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing this interim, the significant judgements made by management in applying the Company s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the statements for the year ended 31 December Segment The Company reported operating segments in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as Board of Directors that makes strategic decisions. The factors used to identify the Group s reportable segments include types of products and services, and geographical areas. There are five reportable segments i.e. (1) real estate business (2) power business (3) water business (4) other domestic business and (5) holding company in overseas. The Board of Director assesses the performance of the operating segments based on revenues from segment. Interest income and expenditure are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of the Group. The Company s revenues between segments are carried out at arm s length. The revenue from external parties reported to the Board of Director is measured in a manner consistent with that in the income statement. 13

15 4 Segment (continued) Incomes and profits by business segment for the three-month period ended 31 March are as follows: Domestic Overseas Domestic Overseas Real Estate Power Water Other Holding Real Estate Power Water Other Holding business business business business company Total business business business business company Total Revenue from lease and services 398,898,235-43,531,454 43,461, ,891, ,047, ,806, ,854,705 Revenue from sales of real estate 132,104, ,104, ,522, ,522,125 Revenue from sales 11,069, ,516, ,586,070 94,289, ,679, ,969,575 Total sales and services income 542,072, ,047,731 43,461, ,582, ,859, ,679,579 44,806,928-1,170,346,405 Profit (loss) from operations (202,952,318) (3,577,334) 299,405,899 32,496,162 (218,257) 125,154,152 44,942,750 (8,249,618) 149,459,002 26,157,432 (17,781) 212,291,785 Other income 91,071,341 45,100, , , ,888, ,183,512-9,842 3,407, ,601,347 Finance costs (314,722,050) (1,315,798) (136,818,832) (1,536) - (452,858,216) (610,537,151) - - (5,098) - (610,542,249) Share of profit of associates and joint ventures 6,493, ,164, ,657,289 11,118, ,396, ,515,484 Income tax 14,090,297 (4,882,693) 21,792,117 (6,291,896) - 24,707,825 15,807,696 (639,578) (903,269) (6,240,310) - 8,024,539 Profit (loss) for the period (406,019,576) 286,489, ,955,186 26,343,264 (218,057) 91,549,928 (438,484,605) 429,507, ,565,575 23,319,988 (17,752) 162,890,906 Profit attributable to non-controlling interests (10,772,529) (42,966,151) Profit attributable to owners of the parent 80,777, ,924,755 14

16 4 Segment (continued) Assets and liabilities by business segment are as following: 31 March December 2016 Domestic Overseas Domestic Overseas Real Estate Power Water Other Holding Real Estate Power Water Other Holding business business business business company Total business business business business company Total Segment assets 41,467,286,220 12,373,233,627 8,906,446, ,754,998 21,038,866 63,005,760,532 41,378,037,034 11,722,604,823 8,775,680, ,600,462 9,288,912 62,086,211,395 Unallocated assets 10,622,197,695 12,697,424,723 Total assets 73,627,958,227 74,783,636,118 Segment liabilities 13,889,211, ,754,636 1,416,451,200 95,604,928 60,400 15,603,082,407 26,077,662, ,148,528 1,436,358,692 57,586,630 55,136 27,768,811,632 Unallocated liabilities 35,989,007,109 25,052,555,540 Total liabilities 51,592,089,516 52,821,367,172 Depreciation and amortisation by business segment for the three-month period ended 31 March are as follows: Domestic Overseas Domestic Overseas Real Estate Power Water Other Holding Real Estate Power Water Other Holding business business business business company Total business business business business company Total Segment depreciation and amortisation 100,127,870-28,994,810 3,756, ,878, ,770,743-39,426, ,197,514 Unallocated depreciation 2,701,957 3,103,493 Unallocated amortisation 1,195, ,640 Total depreciation and amortisation 136,776, ,718,647 15

17 5 Fair value estimation The analyses instruments carried at fair value, by valuation method. The different levels have been defined as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). The following table presents the group s assets and liabilities that are measured and recognised at fair value. Level 1 Asset Short-term investment 377,095,778 2,108,326, ,418,782 2,084,758,530 Available-for-sale investment 4,002,708,437 4,025,075,674 3,169,545,590 3,170,538,054 There were no transfers between Level 1 and 2 during the period. There were no other changes in valuation techniques during the period. 4,379,804,215 6,133,402,317 3,522,964,372 5,255,296,584 6 Trade and other receivables, net Trade receivables 329,881, ,425,315 5,789,978 9,760,314 Less Allowance for doubtful debt (6,457,037) (7,005,030) ,424, ,420,285 5,789,978 9,760,314 Amounts due from related parties (Note 23.2) 14,593,000 6,040,729 4,123,729 2,025,624 Prepaid expenses 92,340,469 22,329,361 7,680,152 2,324,110 Accrued income 51,804,613 66,838,773 1,097,240 2,466,393 Others 37,964,212 83,157,883 9,768, , ,126, ,787,031 28,459,215 17,334,094 16

18 6 Trade and other receivables, net (continued) Outstanding trade receivables can be analysed as follows: Within due 190,072, ,708,780 3,587,582 5,549,688 Overdue Up to 3 months 120,044,055 17,106, ,845 2,167, months 535,113 7,738, months 13,221,448 3,202, ,195 1,747,157 Over 12 months 6,008,465 4,668,912 1,442, , ,881, ,425,315 5,789,978 9,760,314 Less Allowance for doubtful debt (6,457,037) (7,005,030) - - Outstanding amounts due from related parties can be analysed as follows: 323,424, ,420,285 5,789,978 9,760,314 Within due 14,593,000 6,040,729 4,123,729 2,025,624 7 Real estate development costs The movements of real estate development costs during the three-month period ended 31 March 2017 are as follows: Opening balance 14,648,452,962 - Additions 292,857,025 13,362,621 Transfer to investment properties (Note 14) (15,844,770) - Recognise as expense (3,852,000) - Closing balance 14,921,613,217 13,362,621 The partial of land has been pledged as securities for loans (Note 16). 17

19 8 Non-current assets held for sale During the period, the assets and liabilities of 4 projects have been classified as held for sale following the approval of the Group s management. During the period, the assets and liabilities of 2 projects have been classified as held for sale following the approval of the Company s management. Non-current assets held for sale s assets and liabilities were premeasured to the lower of carrying amount and fair value less costs to sell at the date of held for sale classification. The major classes of assets and liabilities of non-current assets held for sale are as follows: Assets of disposal group classified as held for sale Investment properties 1,485,960, ,645,230 - Property, plant and equipment 163, ,297 - Deferred income from operating lease agreement 20,284,742-6,909,255 - Other non-current assets 9,860, ,335-1,516,269, ,959,117 - Liabilities directly associated with assets classified as held for sale Deposits from long-term lease agreement 51,788,637-17,905,452-51,788,637-17,905,452-9 Available-for-sale investment The movements of available-for-sale investment during the three-month period ended 31 March 2017 are as follows: Opening balance 4,025,075,674 3,170,538,054 Capital reduction of securities (2,414,184) (2,414,184) Change in revaluation (19,953,053) 1,421,720 Closing balance 4,002,708,437 3,169,545,590 18

20 10 Investments in associates Proportion of ordinary shares held by Company (%) Proportion of ordinary shares held by the group (%) Place of business and country of Associates incorporation GHECO - One Company Limited Thailand Hemaraj Industrial Property and Thailand Leasehold Fund Gulf JP NLL Company Limited Thailand Gulf Solar Company Limited and its Thailand subsidiaries: Gulf Solar KKS Company Limited Thailand Gulf Solar BV Company Limited Thailand Gulf Solar TS1 Company Limited Thailand Gulf Solar TS2 Company Limited Thailand Bowin Clean Energy Limited Thailand Gulf VTP Limited Thailand Gulf TS1 Limited Thailand Gulf TS2 Limited Thailand Gulf TS3 Limited Thailand Gulf TS4 Limited Thailand Gulf NLL2 Company Limited Thailand The movements of investments in associates during the three-month period ended 31 March 2017 are as follows: Opening balance 9,927,971,586 - Additions 310,374,100 - Capital reduction of associates (16,183,065) - Share of profit 252,919,953 - Closing balance 10,475,082,574 - During the period, the 3 associates issued increased ordinary shares. The Group purchased all increased ordinary shares to maintain their ownership interest. The Group received capital reduction of an associate as their ownership interest. Ordinary share of GHECO - One Company Limited of million shares (31 December 2016: million shares) has been pledged as securities for loans (Note 16). 19

21 11 Investments in subsidiaries Proportion of ordinary shares held by Company (%) Proportion of ordinary shares held by the group (%) Place of business and country of Subsidiaries incorporation Warehouse Asia Alliance Co., Ltd. Thailand WHA Alliance Co., Ltd. Thailand WHA Real Estate Management Thailand Co., Ltd. WHA Corporation (International) Limited Republic of Mauritius WHA Corporation (Hong Kong) Limited Hong Kong WHA Venture Holdings Co., Ltd. Thailand WHA Infonite Holdings Co., Ltd. Thailand PT WHA International Indonesia Indonesia Hemaraj Land and Development Public Thailand Company Limited Eastern Industrial Estate Company Thailand Limited Eastern Seaboard Industrial Estate Thailand (Rayong) Company Limited Hemaraj Eastern Seaboard Industrial Thailand Estate Company Limited Hemaraj Saraburi Industrial Land Thailand Company Limited Eastern Pipeline Services Company Thailand Limited Rayong 2012 Company Limited Thailand H-International (BVI) Company Limited British Virgin Hemaraj International Limited Cayman Island H-Construction Management and Thailand Engineering Company Limited The Park Residence Company Limited Thailand SME Factory Company Limited Thailand WHA Utilities and Power Public Company Thailand Limited Hemaraj Eastern Seaboard Industrial Thailand Estate 4 Company Limited Eastern Seaboard Property and Marina Thailand Services Company Limited Hemaraj Reit Management Company Thailand Limited H-International (SG) PTE. LTD. Singapore Hemaraj Rayong Industrial Land Thailand Company Limited Hemaraj Water Company Limited Thailand Hemaraj Energy Company Limited Thailand Hemaraj Energy 2 Company Limited Thailand WHA Hemaraj International Company Thailand Limited WHA Hemaraj Land and Development (SG) PTE.LTD. Singapore All subsidiary undertakings are included in the consolidation. The proportion of the voting rights in the subsidiary undertakings held directly by the parent company do not differ from the proportion of ordinary shares held. 20

22 11 Investments in subsidiaries (continued) The movements of investments in subsidiaries during the three-month period ended 31 March 2017 are as follows: Opening balance - 23,328,121,939 Additions - 61,180,000 Closing balance - 23,389,301,939 During the period, WHA Infonite Holdings Co., Ltd. issued increased ordinary shares. The Company purchased increased ordinary shares more than its previous ownership interest that caused proportion increased from 90% to 95%. On 3 March 2017, the Group registered incorporation of WHA Hemaraj Cienco4 Joint Stock Company in Vietnam for engaging in industrial park, real estate and other relates. As at 31 March 2017, the authorised share capital of Vietnamese Dong million has not been issued and paid-up. Ordinary shares of Hemaraj Land and Development Public Company Limited, WHA Utilities and Power Public Company Limited, and Hemaraj Energy 2 Company Limited have been pledged as securities for loans (Note 16). 12 Interests in joint ventures Proportion of ordinary shares held by Company (%) Proportion of ordinary shares held by the group (%) Place of business and country of Joint ventures incorporation WHA Gunkul Green Solar Roof 1 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 2 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 3 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 4 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 5 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 6 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 8 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 9 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 10 Thailand Co., Ltd. WHA Gunkul Green Solar Roof 16 Co., Ltd. Thailand WHA Gunkul Green Solar Roof 17 Co., Ltd. Thailand WHA KPN Alliance Co., Ltd. Thailand Central WHA Alliance Co., Ltd. Thailand WHA Daiwa Logistics Property Co., Ltd. Thailand Genesis Data Center Co., Ltd. Thailand Houay Ho Thai Company Limited Thailand Houay Ho Power Company Limited Lao People s Democratic Republic Eastern Seaboard Clean Energy Thailand Company Limited and its subsidiaries: Glow Hemaraj Wind Company Limited Thailand Chonburi Clean Energy Company Limited Thailand Rayong Clean Energy Company Limited Thailand Gulf Eastern Seaboard NGD Co.,Ltd. Thailand

23 12 Interests in joint ventures (continued) The movements of interests in joint ventures during the three-month period ended 31 March 2017 are as follows: Opening balance 1,408,112,963 1,238,450,000 Additions 5,127,500 - Share of profit 4,737,336 - Closing balance 1,417,977,799 1,238,450, Other long-term investments, net The movements of other long-term investments during the three-month period ended 31 March 2017 are as follows: Allowance for Net Cost impairment book value Opening balance 297,675,582 (717,000) 296,958,582 Amortisation (3,420,663) - (3,420,663) Closing balance 294,254,919 (717,000) 293,537,919 Ordinary share of million shares (31 December 2016: million shares) has been pledged as securities for loans (Note 16). 14 Investment properties, net The movements of investment properties during the three-month period ended 31 March 2017 are as follows: Opening net book amount 11,025,585,139 6,199,796,080 Additions 62,739,420 53,923,998 Disposals (151,717,120) - Depreciation charge (71,844,778) (42,031,135) Currency translation differences (9,582,182) - Transfer from real estate development costs (Note 7) 15,844,770 - Classify to assets held for sale (Note 8) (1,485,960,605) (794,645,230) Closing net book amount 9,385,064,644 5,417,043,713 22

24 15 Property, plant and equipment, net The movements of property, plant and equipment during the three-month period ended 31 March 2017 are as follows: Opening net book amount 3,831,907,853 27,665,208 Additions 99,373, ,872 Disposals (158,638) (125,303) Depreciation charge (60,395,722) (2,445,972) Classify to assets held for sale (Note 8) (163,297) (163,297) Closing net book amount 3,870,564,156 25,273, Loans Current Short-term loans from institutions 2,849,334,121 3,648,915, ,702,871 Current portion of long-term loans 4,472,824,437 2,491,534, Short-term loans from related parties (Note 23.5) ,500, ,500,000 7,322,158,558 6,140,449, ,500,000 1,129,202,871 Non-current Long-term loans 5,946,549,368 7,929,904, ,946,549,368 7,929,904, Total loans 13,268,707,926 14,070,353, ,500,000 1,129,202,871 The movements of long-term loans during the three-month period ended 31 March 2017 are as follows: Opening balance 10,421,438,406 - Amortisation front-end fee (2,064,601) - Closing balance 10,419,373,805 - Long-term loans are secured by saving accounts, cost of real estate developments (Note 7), associates ordinary shares (Note 10), subsidiaries ordinary shares (Note 11), and other related parties ordinary shares (Note 13). 23

25 17 Trade and other payables Trade payables 532,507, ,185,954 97,401,300 24,500,668 Amounts due to related parties (Note 23.4) 7,983 9,761,168 30,069,640 28,970,064 Other payables 15,790,232 15,123,667 13,041,994 13,093,645 Accrued cost of real estate development 1,166,413,582 1,279,735,635 49,375, ,214,323 Accrued expenses 387,782, ,221,649 99,041, ,825,740 Dividend payable 13,662,111 19,801, Retention 135,050, ,683, ,006, ,558,410 Others 6,556,842 5,104,057 3,683,581 3,571,668 2,257,771,403 2,451,617, ,620, ,734, Debentures Current portion of debentures 5,531,703,317 5,850,823,930 3,234,227,687 3,533,896,676 Debentures 21,862,696,839 22,073,917,442 11,281,038,916 11,479,577,677 27,394,400,156 27,924,741,372 14,515,266,603 15,013,474,353 The movements of debentures during the three-month period ended 31 March 2017 are as follows: Opening balance 27,924,741,372 15,013,474,353 Repayments (500,000,000) (500,000,000) Amortisation of bond underwriting 3,369,776 1,792,250 Amortisation of finance costs from business combination (33,710,992) - Closing balance 27,394,400,156 14,515,266, Cash received from unearned income Current portion of cash received from unearned income 153,752, ,940,938 50,647,243 62,594,769 Cash received from unearned income 4,010,925,767 4,054,970,533 2,416,052,534 2,433,649,101 4,164,677,881 4,218,911,471 2,466,699,777 2,496,243,870 24

26 19 Cash received from unearned income (continued) The movements of cash received from unearned income during the three-month period ended 31 March 2017 are as follows: Opening balance 4,218,911,471 2,496,243,870 Recognise income (54,233,590) (29,544,093) Closing balance 4,164,677,881 2,466,699, Share capital The movements of share capital during the three-month period ended 31 March 2017 are as follows: Authorised share capital Issued and paid-up share capital Premium on share Share Share Opening balance 15,677,730,186 1,567,773,019 14,322,430,321 1,432,243,032 12,391,309,606 Capital increase from warrant conversion Closing balance 15,677,730,186 1,567,773,019 14,322,430,321 1,432,243,032 12,391,309, Warrant The movements of warrant during the three-month period ended 31 March 2017 are as follows: Unit Opening balance 116,825, ,347,472 Exercise warrant - - Closing balance 116,825, ,347, Income tax The interim income tax is accrued based on management s estimated using the tax rate that would be applicable to expected total annual earnings. The estimated average annual tax rate used is 20% (2016: 20%). 25

27 23 Related-party transactions Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the company, including holding companies, subsidiaries and fellow subsidiaries are related parties of the company. Associates and individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the enterprise, key management personnel, including directors and officers of the company and close members of the family of these individuals and companies associated with these individuals also constitute related parties. Company s major shareholders are WHA Holding Co., Ltd., the Anataprayoons and the Jarukornsakuls in proportion of 49.20%. The remaining 50.80% of the shares are widely held. In considering each possible related-party relationship, attention is directed to the substance of the relationship, and not merely the legal form. The following significant transactions were carried out with related parties: 23.1 Revenues and expenses For the three-month periods ended 31 March Subsidiaries Management income - - 1,005, ,000 Rental income ,200 61,200 Interest income - - 8,011,949 4,942,110 Service fee expense ,059 73,059 Interest expense ,815 7,436,499 Associates Service fee income 7,995,540 7,957, Commission and management income 1,131,534 3,073, Interest income 20,163,300 25,007, Guarantee minimum rental expense - 4,482, Joint ventures Management income 3,486,871 1,026,871 3,486,871 1,026,871 Interest income 755,145 41, ,145 41,425 Other related parties Rental expense 3,102,987 2,806,538 2,704,481 2,711, Amounts due from related parties Subsidiaries - - 2,781,466 1,869,432 Associates 13,250,737 5,884, Joint ventures 1,342, ,192 1,342, ,192 14,593,000 6,040,729 4,123,729 2,025,624 26

28 23 Related-party transactions (continued) The following significant transactions were carried out with related parties: (continued) 23.3 Short-term loans to related parties Subsidiaries ,000, ,500,000 Associates 974,750,000 1,432,900, Joint ventures 88,000,000-88,000,000-1,062,750,000 1,432,900, ,000, ,500,000 Short-term loans to related parties can be called at any time and are unsecured. The loans bear interest at 5.15% and MLR per annum (2016: MLR per annum). Short-term loans to related parties can be called at any time and are unsecured. The loans bear interest at 5.15% % per annum. (2016: 5.40% per annum) Amounts due to related parties Subsidiaries ,069,640 28,970,064 Associates 7,983 9,761, ,983 9,761,168 30,069,640 28,970, Short-term loans from related parties Subsidiaries ,500, ,500,000 Short-term loans from related parties can be called at any time and are unsecured. The loans bear interest at 1.15% per annum (2016: 1.15% % per annum). 27

29 23 Related-party transactions (continued) The following significant transactions were carried out with related parties: (continued) 23.6 Key management compensation Key management includes directors (executive and non-executive), members of the Executive Committee, the Company Secretary and the Head of Internal Audit. The compensation paid or payable to key management for employee services is shown below: For the three-month periods ended 31 March Short-term benefits 73,165,759 76,548,333 14,192,015 22,579,500 Post-employment benefits 2,622, ,094 1,073, ,196 75,788,529 77,345,427 15,265,148 23,365, Commitment 24.1 Capital commitments Capital expenditure contracted for at the statement of position date but not recognised in the statements is as follows: Purchase of land and leasehold rights 7,000,000 7,000,000 7,000,000 7,000,000 Construction of warehouse 712,438, ,284, ,373, ,284,577 Construction of ready-built factories and public utilities 348,573, ,546, ,068,011,854 1,043,830, ,373, ,284, Operating lease commitments The future aggregate minimum lease payments under non-cancellable operating leases are as follows: Not later than 1 year 27,049,049 17,220, Later than 1 year but not later than 5 years 54,842,678 48,995, Later than 5 years 31,488,686 32,919, ,380,413 99,136,

30 25 Contingencies 25.1 Bank guarantees Banks have provided guarantees on behalf of the Company and Group as follows: Infrastructure 47,830,552 46,095, Industrial Estate Authority of Thailand 299,391, ,329, Joint operation agreement with power group 2,282,638,780 2,033,012, Others 157,231, ,231, ,787,091,977 2,537,670, The guarantees are issued in the ordinary course of business. No liabilities are expected to arise from the above guarantees Other guarantees Guarantees in the normal course of business are as follows: 1) The Group has entered into land sale and purchase contracts, which the contract term requires the Group to contingently liable to repay deposits and installments in the event that buyers are unable to obtain satisfactory approvals from the Board of Investment and/or the IEAT to set up their operations. 2) The Group has guaranteed of the hire purchase agreements of its related companies in the total credit line of million (31 December 2016: million). 26 Subsequent events Initial Public offering of subsidiary On 7 April 2017, WHA Utilities and Power Public Company Limited (WHAUP), a subsidiary, has been successful in the initial public offering and the first trade date is 10 April Dividend and legal reserve On 28 April 2017, Annual General Meeting 2017 has approved a dividend payment in respect of operating results for the year 2016 at per share, amounting to a total of 2,199,925,297. The dividend will be paid on 23 May The meeting has approved an appropriation of net profit of 29,283,000 as additional legal reserve. As a result of above dividend, the Company has to change exercise price of the warrants to purchase the Company s ordinary share No.1 (WHA-W1) from per ordinary share to per ordinary share on 5 May Debentures offering On 28 April 2017, Annual General Meeting 2017 has approved the issuance and offering of debentures not exceeding 5,000 million, all types of debenture, maturity not exceeding 15 years, specified or unspecified name of the holders, subordinated or unsubordinated, secured or unsecured and with or without representatives of the debenture holders. 29