SET Announcements

1.4. Mr. Tepakul Poonlarp 89,838,500 9.36 89,838,500 12.83 1.5. Other related persons 1,101,010 0.11 1,101,010 0.16 2. Mr. Paitoon Taechadanai 5,000,000 0.52 0.00 0.00 3. Mr. Kamol Aoewsiwikul 4,000,000 0.42 0.00 0.00 4. Mr. Wasun Phongsamutrat 3,428,000 0.36 0.00 0.00 5. Mr. Kawee Tung-Itsaraparp 2,600,000 0.27 0.00 0.00 6. Mr. Pornchai Tongdeesakkul 2,500,000 0.26 0.00 0.00 7. Mr. Wisetsak Rabiabpana 2,050,000 0.21 0.00 0.00 8. Mrs. Paweena Kositjiranun 1,800,000 0.19 0.00 0.00 9. 1 A.M. Flexible Automatic Redemption Fund 1,748,000 0.18 0.00 0.00 10. Mrs. Jinda Saereewathanawut 1,652,400 0.17 0.00 0.00 Total 723,778,400 75.39 699,000,000 99.86 Foreign shareholders As at 14 August 2009, the company has 19 foreign shareholders, collectively holding 1,823,800 shares (equivalent to 0.19 % of total paid-up capital). Note: The company have restrictions on foreign shareholders according to the Articles of Association no. 13 that: Company s shares may be freely transferred without restrictions, except for the case in which, following the transfer, foreign shareholders hold more than 49% of the company s all issued shares . Board of Directors The company s board of directors comprises of 10 directors as follows: Name Position Inaugurated date 1. Mr. Apisit Rujikeatkamjorn Chairman / Independent Director 26 February 2008 2. Mr. Witoon Suriyawanakul Director / Chief Executive Officer 20 December 1995 3. Mr. Anawat Suriyawanakul Director 20 December 1995 4. Mrs. Warunee Suriyawanakul Director 20 December 1995 5. Mr. Tepakul Poonlarp Director 20 December 1995 6. Mr. Yuttana Suriyawanakul Director 16 March 2003 7. Ms. Chutikarn Srisangchan Director 2 January 2004 8. Mr. Montree Socatiyanurak Chairman of the Audit Committee / 26 February 2008 Independent Director 9. Mrs. Pornsiri Thiwawanwong Audit Committee member / 26 February 2008 Independent Director 10. Mr. Surasak Chantori Audit Committee member / 26 February 2008 Independent Director Audit Committee The 2/2008 Extraordinary Shareholder Meeting, held on 26 February 2008, has passed the resolution on appointment of the Audit Committee as follows: 1. Mr. Montree Socatiyanurak** Chairman of the Audit Committee 2. Mr. Pornsiri Thiwawanwong** Member of the Audit Committee 3. Mr. Surasak Jantori Member of the Audit Committee Note ** The committees who have accounting and financial capability. Secretary of Audit Committee: Ms. Kanyarat Pongsomboon Duty and Responsibilities 1. To review the accuracy and sufficiency of the financial reports of the company. 2. To review the company to ensure that the internal control and internal audit systems are suitable and effective, and to review the independence of internal audit section, including approving the appointment, transference, or termination of internal audit section s supervisors (heads) or those of other workgroups responsible for internal audit. 3. To review the company to ensure that their operations are in accordance with securities laws and SET legal requirements, rules and regulations, as well as other laws that may be related to the company s business. 4. To consider, propose, and appoint independent persons who shall be assigned as the company s auditors, to propose their remuneration, and to participate in a meeting with the auditors at least once a year without management team. 5. To review connected transactions and any other transaction that may cause potential conflicts of interest in accordance with SET laws and SET regulations in order to ensure that those items are reasonable and of utmost benefits to the company. 6. To publicize the audit committee report signed by the chairman of the audit committee in company annual report; the report should include the following details: a. Opinions on accuracy, completeness and credibility of the company s financial reports; b. Opinions on sufficiency of the company s internal control system; c. Opinions on the company s compliance with securities and SET laws and SET regulations, or business laws related to the company and its subsidiaries; d. Opinions on suitability of auditors of the company; e. Opinions on transactions of possible conflicts of interest; f. The number of audit committee meetings, and attendance of each audit committee member; g. Opinions or observation by the audit committee during their auditing practice according to charter; and h. Other transactions that shareholders and public investors should be informed under the scope of work and responsibilities assigned by the company s board of directors. 7. To take care of any other action assigned by the board of directors with the consent of audit committee. The term of the Audit Committee Members: (a) Chairman Three years (b) Other members Three years Listing Conditions -None- Silent Period Shareholders, who own common shares before the company s public offering and hold 528 million shares or 55.00% of paid up capital after the IPO conduction, certify to the Stock Exchange of Thailand that their shares will not be sold for the period of one year from the trading date. Upon the expiry of each 6 months period of the prescribed time, those shareholders will be allowed to sell of 25.00% of total amount of shares prohibited for sale and the rest after one year. Relaxation -None- Others On 6 November 2008, a fire destroyed GLOBAL Chiang Mai Branch, causing total accounting damages of 434.14 million Baht (this amount included the realized loss of 98.43 million Baht from revaluation surplus of the Branch s building and building improvement appraisal in late 2007). The company has however been insured by 426.50 million Baht. Later on 3 March and 5 June 2009, GLOBAL received indemnity of 150.00 million Baht and 193.65 million Baht, respectively (totaling 343.65 million Baht). The company has completely re-constructed and commercially re-launched Chiang Mai Branch since 24 April 2009. Statistics Siam Global House Public Company Limited Year |-----Thousand Baht -----| |---------- Baht per share* -------------| (%) Sales Net Profit Net Profit Dividend Book Value Dividend Payout ratio 2006** (reviewed) 2,671,975 44,070 0.07 - 1.28 - 2007 (audited) 3,216,714 101,619 0.15 - 2.54 - 2008 (audited) 3,967,404 (130,897) (0.19) 0.35 2.00 (186.10) 1Q2009 (reviewed) 1,014,335 37,339 0.04 - 2.06 - 1H2009 (reviewed) 1,993,103 281,139 0.40 - 2.41 - Note * Adjusting par value to Baht 1 per share for comparison and calculation using fully diluted approach, since the financial statements presented here are pro forma. ** The financial statements for 2006 were reviewed because Siam Global House Plc. was established from merging between Siam Global House Co., Ltd. and Siam Global House (Khon Kaen) Co., Ltd. on 8 June 2007. Therefore, the shown financial statements are pro forma as if there had been merging transaction since 2006. Siam Global House Public Company Limited Balance Sheet (Expressed in thousands Baht) 31 Dec 06 31 Dec 07 31 Dec 08 31 Mar 09 30 Jun 09 (Reviewed) (Audited) (Audited) (Reviewed) (Reviewed) Assets Current assets Cash and cash equivalents 22,663 32,968 15,142 16,279 17,291 Trade accounts receivable-net 43,331 103,129 43,440 26,794 7,184 Inventories 984,648 1,419,210 1,339,373 1,373,754 1,478,333 Short-term loans to related parties 20,225 18,123 - - - Receivable from insurance - - 150,000 - - indemnity for fire accident VAT receivable - - 41,768 40,429 44,976 Other current assets 28,919 53,754 21,997 23,106 19,918 Total current assets 1,099,787 1,627,184 1,611,720 1,480,362 1,567,702 Non-current assets Pledged deposit with financial 325 328 328 328 381 institutions Available-for-sale securities 44 32 14 12 24 Property, plant and equipment-net 958,868 1,950,031 1,971,560 2,478,832 2,506,242 Other non-current assets 696 1,632 8,131 9,028 8,985 Total non-current assets 959,933 1,952,023 1,980,033 2,488,200 2,515,632 Total assets 2,059,719 3,579,207 3,591,753 3,968,562 4,083,334 Liabilities Current liabilities Bank overdrafts and short-term 426,039 592,410 790,406 1,055,160 897,888 loans from financial institutions Trade accounts payable 383,835 679,297 587,553 661,731 702,990 Land payable 39,225 19,225 - - - Short-term loans from directors 8,098 - - 5,302 - Current portion of liability under 7,035 4,197 1,122 786 695 finance lease agreements Current portion of long-term 96,712 107,509 95,775 97,568 100,574 liabilities Dividend payable - - 243,600 243,600 243,600 Tax payable 11,483 26,116 15,347 33,406 46,676 Accrued expenses and other 41,119 42,536 19,283 22,360 25,883 current liabilities Total current liabilities 1,013,547 1,471,290 1,753,086 2,119,913 2,018,306 Non-current liabilities Liability under finance lease 4,813 540 1,333 1,158 980 agreements-net 31 Dec 06 31 Dec 07 31 Dec 08 31 Mar 09 30 Jun 09 (Reviewed) (Audited) (Audited) (Reviewed) (Reviewed) Long-term liabilities-net 240,663 329,505 433,979 406,799 379,544 Total non-current liabilities 245,476 330,046 435,312 407,957 380,524 Total Liabilities 1,259,022 1,801,336 2,188,398 2,527,870 2,398,830 Shareholders equity Share capital Authorized share capital 700,000 700,000 960,000 960,000 960,000 Issued and paid-up capital 625,050 700,000 700,000 700,000 700,000 Surplus on revaluation of assets-net 22,714 821,059 695,440 690,362 685,228 Changes in fair value of available- 0 (11) (30) (32) (20) for-sale securities Retained earnings - Appropriated - statutory reserve - - 13,223 13,223 13,223 - Unappropriated 152,933 256,823 (5,278) 37,139 286,073 Total Shareholders equity 800,697 1,777,871 1,403,355 1,440,692 1,684,504 Total Liabilities and Shareholders 2,059,719 3,579,207 3,591,753 3,968,562 4,083,334 equity Note: The financial statements for 2006 were reviewed because Siam Global House Plc. was established from merging between Siam Global House Co., Ltd. and Siam Global House (Khon Kaen) Co., Ltd. on 8 June 2007. Therefore, the shown financial statements are presented as pro forma since 2006. Siam Global House Public Company Limited Income Statement (Expressed in thousands Baht) 2006* 2007 2008 1 Jan 31 Mar 09 1 Jan 30 Jun 09 (Reviewed) (Audited) (Audited) (Reviewed) (Reviewed) Revenue Sales 2,671,975 3,216,714 3,967,404 1,014,335 1,993,103 Other revenue 20,772 35,195 33,959 9,073 232,760*** Total revenue 2,692,747 3,251,909 4,001,364 1,023,408 2,225,863 Expenses Cost of goods sold 2,251,179 2,728,646 3,315,100 854,098 1,673,698 Selling and 343,513 317,105 652,583 92,033 176,865 administrative expenses Director expenses - 11,460 12,910 3,345 6,620 Total expenses 2,594,692 3,057,211 3,980,593 949,476 1,857,183 Earnings before 98,055 194,698 20,770 73,932 368,680 interest and tax Interest expenses 31,584 42,465 71,396 18,029 39,851 Income tax 22,400 50,615 80,272 18,564 47,690 Net profit (loss) 44,070 101,619 (130,897)** 37,339 281,139 Note: * The financial statements for 2006 were reviewed because Siam Global House Plc. was established from merging between Siam Global House Co., Ltd. and Siam Global House (Khon Kaen) Co., Ltd. on 8 June 2007. Therefore, the shown financial statements are presented as pro forma since 2006. ** Net loss in 2008 of 130.90 million Baht was resulted from realization of net loss from fire accident at Chiang Mai Branch on 6 November 2008 in selling and administrative expenses. Nonetheless, if total net loss of the company excluded the loss amount from fire accident, GLOBAL would have a positive net profit of 153.24 million Baht in 2008. In addition to fire damage, the company had another loss from steel inventory impairment of 25.96 million Baht. Currently, the company has however received indemnity from insurance totaling 343.65 million Baht already. ***Other revenue of 232.76 million Baht arising in the first 6 months of 2009 was partially resulted from the final payment of insurance indemnity that the company received according to fire accident at Chiang Mai Branch, which was equal to 193.65 million Baht. In addition, the company had income from selling damaged inventories and ruined fixed assets of Chiang Mai Brach equivalent to 22.07million Baht. Siam Global House Public Company Limited Statement of Cash Flow (Expressed in Baht thousands) 2006 2007 2008 1 Jan 31 Mar 09 1 Jan 30 Jun 09 (Reviewed) (Audited) (Audited) (Reviewed) (Reviewed) Cash flows from (169,476) (25,899) 55,304 158,006 204,827 operating activities Cash flows from (311,526) (239,636) (286,671) (94,996) (125,670) investing activities Cash flows from 478,984 275,840 213,552 (61,873) (77,008) financing activities Net increase in cash (2,018) 10,305 (17,826) 1,137 2,149 and cash equivalents Prepared by Asset Pro Management Company Limited I am hereby to certify the accuracy of this information memorandum. .. (Mr. Witoon Suriyawanakul) Chief Executive Officer Siam Global House Public Company Limited 27