REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION BY …
Transcript of REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION BY …
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
BY THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED
We have reviewed the consolidated statement of financial position of Country Group
Development Public Company Limited and its subsidiaries (the “Group”) and the separate
statement of financial position of Country Group Development Public Company Limited
as at June 30, 2021 and the related consolidated and separate statements of profit or loss
and other comprehensive income for the three-month and six-month periods ended June 30,
2021, and the related consolidated and separate statements of changes in shareholders’ equity
and cash flows for the six-month period ended June 30, 2021, and the condensed notes to the
financial statements. The Company’s management is responsible for the preparation and
presentation of this interim financial information in accordance with Thai Accounting
Standard No. 34 “Interim Financial Reporting”. Our responsibility is to express a conclusion on
this interim financial information based on our review.
Scope of Review
We conducted our review in accordance with Thai Standard on Review Engagements 2410
“Review of Interim Financial Information Performed by the Independent Auditor of the
Entity”. A review of interim financial information consists of making inquiries, primarily
of persons responsible for financial 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 us to obtain
assurance that we would become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that
the aforementioned interim financial information is not prepared, in all material respects,
in accordance with Thai Accounting Standard No. 34 “Interim Financial Reporting”.
Deloitte Touche Tohmatsu Jaiyos Audit
ดีลอยท ์ทูช้ โธมทัสุ ไชยยศ สอบบญัชี
- 2 -
Emphasis of Matter
We draw attention to Note 1.4 to the interim financial statements, which describes
that as at June 30, 2021, the Group and the Company had total current liabilities of
Baht 21,898.68 million and Baht 6,100.81 million, respectively, which were mainly the
construction payables of a project under development of a subsidiary and the debentures
issued by the Company due within one year. However, the Group’s management
considered that the preparation of the financial statements by adopting the going concern
basis is still appropriate because the Group has future business plan and financial plan,
which consist of a repayment agreement of the construction payables, cash flows to be
received from transferring residences under the subsidiary’s project, and a plan to sell
assets related to hotel business segment of a subsidiary. The plan to sell such assets has
been approved by the Extraordinary General Shareholders’ Meeting on January 18, 2021,
which the Group’s management expected to be completed in the near future. Accordingly,
the feasibility of the future business plan and financial plan is significant to the ability
to pay debts on schedule and the ability to continue as a going concern of the Group and
the Company. Our conclusion is not modified in respect of this matter.
Yongyuth Lertsurapibul
Certified Public Accountant (Thailand)
BANGKOK Registration No. 6770
August 11, 2021 DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD.
Notes
“Unaudited” “Unaudited”
As at As at As at As at
June 30, December 31, June 30, December 31,
2021 2020 2021 2020
ASSETS
CURRENT ASSETS
Cash and cash equivalents 5 254,525,943 388,328,464 103,029,661 119,906,927
Trade and other current receivables 6 1,719,585,508 1,690,993,705 596,341,280 461,166,137
Inventories 7 30,790,261 33,259,000 - -
Contract costs 8 234,826,146 304,760,154 - -
Land and cost of projects under construction and utilities 9 8,103,303,189 8,405,445,875 608,771,292 608,558,067
Short-term loans to related companies 25.2 - - 1,814,085,250 1,760,884,124
Current income tax assets 88,743 17,959,616 49,276 2,572,085
Other current assets 45,156,241 42,378,289 - -
Non-current assets or disposal groups
classified as held for sale 10 9,403,429,220 - - -
Total Current Assets 19,791,705,251 10,883,125,103 3,122,276,759 2,953,087,340
NON-CURRENT ASSETS
Deposits at bank used as collateral 11 210,667 70,808,105 - -
Other non-current financial assets 12 219,790,452 143,651,406 219,790,452 143,651,406
Investments in subsidiaries 25.1 - - 4,695,237,021 4,695,237,021
Other non-current receivables 14 43,954,100 - - -
Lease receivables 13 - - 229,078,453 226,426,328
Prepaid deposits for construction 168,335,842 172,821,951 - -
Investment property 14 812,349,127 743,031,438 - -
Property, plant and equipment 1,940,812,408 11,193,952,008 1,805,653,137 1,809,428,349
Goodwill 2.8 3,614,375,768 3,614,375,768 - -
Other intangible assets other than goodwill 10,955,553 27,995,448 8,389,417 7,362,085
Deferred tax assets 37,191,868 52,026,395 37,191,868 52,026,395
Other non-current assets 10,559,386 10,229,388 3,466,809 3,766,808
Total Non-Current Assets 6,858,535,171 16,028,891,907 6,998,807,157 6,937,898,392
TOTAL ASSETS 26,650,240,422 26,912,017,010 10,121,083,916 9,890,985,732
See condensed notes to the financial statements
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
STATEMENT OF FINANCIAL POSITION
AS AT JUNE 30, 2021
UNIT : BAHT
CONSOLIDATED SEPARATE
Notes
“Unaudited” “Unaudited”
As at As at As at As at
June 30, December 31, June 30, December 31,
2021 2020 2021 2020
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade and other current payables 15 13,911,707,719 7,603,400,596 1,294,645,966 888,728,022
Contract deposit and advance from customers 3,607,313,043 4,187,519,552 1,261,244 1,401,244
Short-term borrowings 16 131,840,872 120,996,850 122,863,023 112,773,215
Short-term borrowings from related companies 25.3 - - 507,262,790 467,588,815
Bills of exchange 17 382,712,288 389,454,054 382,712,288 389,454,054
Current portion of long-term borrowings 19 65,884,572 - - -
Short-term debentures 21 1,991,167,212 1,991,017,063 1,991,167,212 1,991,017,063
Current portion of long-term debentures 21 1,791,998,754 1,895,162,666 1,791,998,754 1,895,162,666
Current portion of lease liabilities 20 14,226,492 12,200,526 8,902,395 8,431,505
Corporate income tax payable 1,825,925 2,612,368 - -
Total Current Liabilities 21,898,676,877 16,202,363,675 6,100,813,672 5,754,556,584
NON-CURRENT LIABILITIES
Construction payables 18 - 5,124,109,505 - -
Long-term borrowings 19 67,266,600 369,114,549 - -
Lease liabilities 20 236,183,412 239,863,694 234,670,098 234,437,817
Deferred tax liabilities 352,929,716 211,480,097 - -
Provisions for employee benefit 43,804,081 37,686,565 21,920,791 19,954,632
Other non-current liabilities 130,921,205 86,693,183 - -
Total Non-Current Liabilities 831,105,014 6,068,947,593 256,590,889 254,392,449
TOTAL LIABILITIES 22,729,781,891 22,271,311,268 6,357,404,561 6,008,949,033
UNIT : BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT JUNE 30, 2021
Notes
“Unaudited” “Unaudited”
As at As at As at As at
June 30, December 31, June 30, December 31,
2021 2020 2021 2020
LIABILITIES AND SHAREHOLDERS’ EQUITY (CONTINUED)
SHAREHOLDERS’ EQUITY
SHARE CAPITAL 22
Authorized share capital
12,438,219,198 ordinary shares of Baht 0.61 each 7,587,313,711 7,587,313,711
13,263,993,608 ordinary shares of Baht 1.00 each 13,263,993,608 13,263,993,608
Issued and paid share capital
8,266,127,954 ordinary shares of Baht 0.61 each,
fully paid 5,042,338,052 5,042,338,052
8,266,127,954 ordinary shares of Baht 1.00 each,
fully paid 8,266,127,954 8,266,127,954
DISCOUNT ON ORDINARY SHARES 22.2 - (1,559,517,810) - (1,559,517,810)
DISCOUNT FROM BUSINESS COMBINATION
UNDER COMMON CONTROL (819,437,470) (819,437,470) (819,437,470) (819,437,470)
ADJUSTMENT OF EQUITY INTERESTS
UNDER REVERSE ACQUISITION (732,872,059) (732,872,059) - -
SURPLUS FROM CHANGE IN OWNERSHIP
INTEREST IN A SUBSIDIARY 1,578,638,448 1,578,638,448 - -
5,068,666,971 6,732,939,063 4,222,900,582 5,887,172,674
ACCUMULATED DEFICIT 22.2 (1,001,710,054) (2,075,419,821) (347,631,823) (1,832,635,284)
OTHER COMPONENTS OF SHAREHOLDERS’ EQUITY (207,887,414) (341,579,224) (111,589,404) (172,500,691)
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 3,859,069,503 4,315,940,018 3,763,679,355 3,882,036,699
NON-CONTROLLING INTERESTS 61,389,028 324,765,724 - -
TOTAL SHAREHOLDERS’ EQUITY 3,920,458,531 4,640,705,742 3,763,679,355 3,882,036,699
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 26,650,240,422 26,912,017,010 10,121,083,916 9,890,985,732
See condensed notes to the financial statements
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT JUNE 30, 2021
UNIT : BAHT
CONSOLIDATED SEPARATE
Notes
2021 2020 2021 2020
REVENUES
Revenue from sale of condominium 755,186,156 717,708,356 - -
Rental income from investment property 14 - 11,881,086 - -
Reversal dividend income - (1,913,273) - (1,913,273)
Gain on foreign exchange rate - 577,717,231 - 7,817,472
Gain on financial assets designated
at fair value through profit or loss 10,349,877 - 10,349,877 -
Other income 3,539,402 1,160,475 13,712,171 13,648,740
Total Revenues 769,075,435 1,306,553,875 24,062,048 19,552,939
EXPENSES
Cost of condominium sale 9 383,838,280 331,472,572 - -
Direct operating expenses arising from
investment property (Reversal) 14 (401,109) 696,662 - -
Distribution costs 45,938,996 57,556,150 361,370 1,464,454
Administrative expenses 126,451,312 62,102,149 45,528,623 35,627,296
Director and managements’ remuneration 24 10,036,285 8,879,235 10,036,285 8,879,235
Loss on foreign exchange rate 264,127,731 - 4,483,949 -
Total Expenses 829,991,495 460,706,768 60,410,227 45,970,985
PROFIT (LOSS) FROM OPERATING ACTIVITIES (60,916,060) 845,847,107 (36,348,179) (26,418,046)
FINANCE INCOME 114,618 224,375 44,485,019 42,250,797
FINANCE COSTS (282,023,284) (136,594,893) (94,077,626) (107,482,564)
PROFIT (LOSS) BEFORE INCOME TAX EXPENSE (342,824,726) 709,476,589 (85,940,786) (91,649,813)
INCOME TAX EXPENSE (REVENUE) 53,612,288 73,237,532 (196,616) (213,725)
PROFIT (LOSS) FOR THE PERIOD FROM
CONTINUING OPERATIONS (396,437,014) 636,239,057 (85,744,170) (91,436,088)
DISCONTINUED OPERATIONS
Loss for the period from discontinued operations 10 (163,944,993) (91,794,780) - -
PROFIT (LOSS) FOR THE PERIOD (560,382,007) 544,444,277 (85,744,170) (91,436,088)
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2021
“UNAUDITED”
UNIT : BAHT
CONSOLIDATED SEPARATE
Notes
2021 2020 2021 2020
OTHER COMPREHENSIVE INCOME (LOSS)
Components of other comprehensive income (loss) that
will be reclassified to profit or loss
Exchange differences on translating
financial statements of foreign operations 32,431,092 (36,333,492) - -
Total components of other comprehensive income (loss) that
will be reclassified to profit or loss 32,431,092 (36,333,492) - -
Components of other comprehensive loss that
will not be reclassified to profit or loss
Gain (loss) on investments in equity instruments designated
at fair value through other comprehensive income 13,998,477 7,560,824 13,998,477 7,560,824
Total components of other comprehensive loss that
will not be reclassified to profit or loss 13,998,477 7,560,824 13,998,477 7,560,824
OTHER COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD, NET OF TAX 46,429,569 (28,772,668) 13,998,477 7,560,824
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD (513,952,438) 515,671,609 (71,745,693) (83,875,264)
GAIN (LOSS) ATTRIBUTABLE TO
Owners of the parent
Gain (loss) from continuing operations (306,960,653) 409,676,384 (85,744,170) (91,436,088)
Loss from discontinued operations (114,761,495) (64,256,346) - -
(421,722,148) 345,420,038 (85,744,170) (91,436,088)
Non-controlling interests
Gain (loss) from ccontinuing operations (89,476,361) 226,562,673 - -
Loss from discontinued operations (49,183,498) (27,538,434) - -
(138,659,859) 199,024,239 - -
(560,382,007) 544,444,277 (85,744,170) (91,436,088)
TOTAL COMPREHENSIVE GAIN (LOSS) ATTRIBUTABLE TO
Owners of the parent
Loss from continuing operations (260,531,084) 380,903,716 (71,745,693) (83,875,264)
Loss from discontinued operations (114,761,495) (64,256,346) - -
(375,292,579) 316,647,370 (71,745,693) (83,875,264)
Non-controlling interests
Gain (loss) from continuing operations (89,476,361) 226,562,673 - -
Loss from discontinued operations (49,183,498) (27,538,434) - -
(138,659,859) 199,024,239 - -
(513,952,438) 515,671,609 (71,745,693) (83,875,264)
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (CONTINUED)
FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2021
“UNAUDITED”
UNIT : BAHT
CONSOLIDATED SEPARATE
Notes
2021 2020 2021 2020
EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS
Basic earnings (loss) per share Baht (0.037) 0.050 (0.010) (0.011)
Weighted average number of ordinary shares Shares 8,266,127,954 8,266,127,954 8,266,127,954 8,266,127,954
EARNINGS (LOSS) PER SHARE FROM CONTINUING AND DISCONTINUED OPERATIONS
Basic earnings (loss) per share Baht (0.051) 0.042 (0.010) (0.011)
Weighted average number of ordinary shares Shares 8,266,127,954 8,266,127,954 8,266,127,954 8,266,127,954
See condensed notes to the financial statements
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (CONTINUED)
FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2021
“UNAUDITED”
UNIT : BAHT
Notes
2021 2020 2021 2020
REVENUES
Revenue from sale of condominium 1,726,447,627 1,070,069,100 - -
Rental income from investment property 14 5,126,570 23,251,080 - -
Gain on foreign exchange rate - - - 5,339,777
Gain on financial assets designated
at fair value through profit or loss 10,349,877 - 10,349,877 -
Other income 14 282,966,076 6,523,966 27,428,381 27,642,550
Total Revenues 2,024,890,150 1,099,844,146 37,778,258 32,982,327
EXPENSES
Cost of condominium sale 9 857,852,617 490,408,700 - -
Direct operating expenses arising from investment property 14 2,933,148 1,401,631 - -
Distribution costs 101,855,020 93,067,054 563,252 3,114,714
Administrative expenses 194,186,068 106,973,630 80,891,364 69,896,059
Director and managements’ remuneration 24 18,964,216 19,545,278 18,964,216 19,545,278
Loss on foreign exchange rate 746,850,086 169,096,416 12,551,222 -
Total Expenses 1,922,641,155 880,492,709 112,970,054 92,556,051
PROFIT (LOSS) FROM OPERATING ACTIVITIES 102,248,995 219,351,437 (75,191,796) (59,573,724)
FINANCE INCOME 138,826 362,255 87,996,594 82,485,569
FINANCE COSTS (562,354,173) (267,352,107) (192,466,661) (206,207,068)
LOSS BEFORE INCOME TAX EXPENSE (459,966,352) (47,638,415) (179,661,863) (183,295,223)
INCOME TAX EXPENSE (REVENUE) 140,963,471 108,875,824 (393,232) (436,076)
LOSS FOR THE PERIOD FROM
CONTINUING OPERATIONS (600,929,823) (156,514,239) (179,268,631) (182,859,147)
DISCONTINUED OPERATIONS
Loss for the period from discontinued operations 10 (261,296,368) (238,542,352) - -
LOSS FOR THE PERIOD (862,226,191) (395,056,591) (179,268,631) (182,859,147)
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
CONSOLIDATED SEPARATE
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
“UNAUDITED”
UNIT : BAHT
Notes
2021 2020 2021 2020
OTHER COMPREHENSIVE INCOME (LOSS)
Components of other comprehensive income (loss) that
will be reclassified to profit or loss
Exchange differences on translating
financial statements of foreign operations 72,780,523 (23,591,636) - -
Total components of other comprehensive income (loss) that
will be reclassified to profit or loss 72,780,523 (23,591,636) - -
Components of other comprehensive loss that
will not be reclassified to profit or loss
Gain (loss) on investments in equity instruments designated
at fair value through other comprehensive income 60,911,287 (14,044,119) 60,911,287 (14,044,119)
Total components of other comprehensive loss that
will not be reclassified to profit or loss 60,911,287 (14,044,119) 60,911,287 (14,044,119)
OTHER COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD, NET OF TAX 133,691,810 (37,635,755) 60,911,287 (14,044,119)
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD (728,534,381) (432,692,346) (118,357,344) (196,903,266)
GAIN (LOSS) ATTRIBUTABLE TO
Owners of the parent
Loss from continuing operations (407,654,867) (180,710,397) (179,268,631) (182,859,147)
Loss from discontinued operations (182,907,458) (166,979,646) - -
(590,562,325) (347,690,043) (179,268,631) (182,859,147)
Non-controlling interests
Gain (loss) from continuing operations (193,274,956) 24,196,158 - -
Loss from discontinued operations (78,388,910) (71,562,706) - -
(271,663,866) (47,366,548) - -
(862,226,191) (395,056,591) (179,268,631) (182,859,147)
TOTAL COMPREHENSIVE GAIN (LOSS) ATTRIBUTABLE TO
Owners of the parent
Loss from continuing operations (273,963,057) (218,346,152) (118,357,344) (196,903,266)
Loss from discontinued operations (182,907,458) (166,979,646) - -
(456,870,515) (385,325,798) (118,357,344) (196,903,266)
Non-controlling interests
Gain (loss) from continuing operations (193,274,956) 24,196,158 - -
Loss from discontinued operations (78,388,910) (71,562,706) - -
(271,663,866) (47,366,548) - -
(728,534,381) (432,692,346) (118,357,344) (196,903,266)
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (CONTINUED)
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
“UNAUDITED”
UNIT : BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
Notes
2021 2020 2021 2020
LOSS PER SHARE FROM CONTINUING OPERATIONS
Basic loss per share Baht (0.049) (0.022) (0.022) (0.022)
Weighted average number of ordinary shares Shares 8,266,127,954 8,266,127,954 8,266,127,954 8,266,127,954
LOSS PER SHARE FROM CONTINUING AND DISCONTINUED OPERATIONS
Basic loss per share Baht (0.071) (0.042) (0.022) (0.022)
Weighted average number of ordinary shares Shares 8,266,127,954 8,266,127,954 8,266,127,954 8,266,127,954
See condensed notes to the financial statements
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (CONTINUED)
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
“UNAUDITED”
UNIT : BAHT
CONSOLIDATED SEPARATE
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
Note
Non-controlling Total
Issued and paid Discount Deficit from Adjustment Surplus from Accumulated Total interests shareholders’
share capital on ordinary business of equity change in deficit Gain (loss) on Exchange Total other owners of equity
shares combination interests ownership investments in differences components of the parent
under under reverse interest equity instruments on translating shareholders’
common control acquisition in a subsidiary designated at financial equity
fair value statements
through other of foreign
comprehensive operations
income
Beginning balance as at January 1, 2020 8,266,127,954 (1,559,517,810) (819,437,470) (732,872,059) 1,578,638,448 (1,715,930,122) (156,473,275) (187,518,767) (343,992,042) 4,673,016,899 369,043,152 5,042,060,051
Increase in paid share capital of non-controlling interests - - - - - - - - - - 465,290 465,290
Total comprehensive loss for the period - - - - - (347,690,043) (14,044,119) (23,591,636) (37,635,755) (385,325,798) (47,366,548) (432,692,346)
Ending balance as at June 30, 2020 8,266,127,954 (1,559,517,810) (819,437,470) (732,872,059) 1,578,638,448 (2,063,620,165) (170,517,394) (211,110,403) (381,627,797) 4,287,691,101 322,141,894 4,609,832,995
Beginning balance as at January 1, 2021 8,266,127,954 (1,559,517,810) (819,437,470) (732,872,059) 1,578,638,448 (2,075,419,821) (172,500,691) (169,078,533) (341,579,224) 4,315,940,018 324,765,724 4,640,705,742
Increase in paid share capital of non-controlling interests - - - - - - - - - - 8,287,170 8,287,170
Reduce the par value of the shares to offset
the discount on ordinary shares and the Company’s
accumulated deficit 22.2 (3,223,789,902) 1,559,517,810 - - - 1,664,272,092 - - - - - -
Total comprehensive income (loss) for the period - - - - - (590,562,325) 60,911,287 72,780,523 133,691,810 (456,870,515) (271,663,866) (728,534,381)
Ending balance as at June 30, 2021 5,042,338,052 - (819,437,470) (732,872,059) 1,578,638,448 (1,001,710,054) (111,589,404) (96,298,010) (207,887,414) 3,859,069,503 61,389,028 3,920,458,531
See condensed notes to the financial statements
Other components of shareholders’ equity
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
“UNAUDITED”
UNIT : BAHT
Owners of the parent
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
Note
Issued and Discount Deficit from business Accumulated Other components of Total
paid share on ordinary combination under deficit shareholders’ equity shareholders’
capital shares common control Gain (loss) on investments equity
in equity instruments
designated at fair value
through other
comprehensive income
Beginning balance as at January 1, 2020 8,266,127,954 (1,559,517,810) (819,437,470) (1,434,775,767) (156,473,275) 4,295,923,632
Total comprehensive loss for the period - - - (182,859,147) (14,044,119) (196,903,266)
Ending balance as at June 30, 2020 8,266,127,954 (1,559,517,810) (819,437,470) (1,617,634,914) (170,517,394) 4,099,020,366
Beginning balance as at January 1, 2021 8,266,127,954 (1,559,517,810) (819,437,470) (1,832,635,284) (172,500,691) 3,882,036,699
Reduce the par value of the shares to offset the discount on
ordinary shares and the Company’s accumulated defic 22.2 (3,223,789,902) 1,559,517,810 - 1,664,272,092 - -
Total comprehensive income (loss) for the period - - - (179,268,631) 60,911,287 (118,357,344)
Ending balance as at June 30, 2021 5,042,338,052 - (819,437,470) (347,631,823) (111,589,404) 3,763,679,355
See condensed notes to the financial statements
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
SEPARATE FINANCIAL STATEMENTS
UNIT : BAHT
“UNAUDITED”
Notes
2021 2020 2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period (862,226,191) (395,056,591) (179,268,631) (182,859,147)
Adjustment for:
Income tax expense (revenue) 140,963,471 108,875,824 (393,232) (436,076)
Depreciation and amortization 13,091,632 19,601,782 6,987,474 7,365,519
Loss on impairment of assets 66,472,868 - - -
Loss on write-off assets - 298,312 - -
Loss on foreign exchange rate 729,599,133 174,510,735 12,551,222 (5,034,142)
Gain on financial assets designated at fair value through profit or loss (10,349,877) - (10,349,877) -
Employee benefit expense 6,117,516 5,938,580 1,966,160 1,734,627
Interest income (138,826) (362,255) (87,996,594) (82,485,569)
Finance costs 562,354,173 267,352,107 192,466,661 206,207,068
Operating gain (loss) before changes in operating assets and liabilities 645,883,899 181,158,494 (64,036,817) (55,507,720)
(Increase) decrease in operating assets
Trade and other current receivables (4,743,720) 40,835,858 (40,564,597) (35,101,890)
Inventories 2,468,739 - - -
Contract costs 69,934,008 2,360,055 - -
Land and cost of projects under construction and utilities 522,715,050 178,752,224 (213,225) (1,234,828)
Other current assets (2,777,952) (12,886,493) - -
Other non-current receivables (43,954,100) - - -
Prepaid deposits for construction 4,486,109 - - -
Other non-current assets (329,998) 884,015 299,999 (186,906)
Increase (decrease) in operating liabilities
Trade and other current payables (119,993,125) (150,247,298) 408,357,197 90,180,748
Contract deposit and advance from customers (580,206,509) 75,052,247 (140,000) -
Other non-current liabilities 44,228,022 692,205 - -
Net cash flows provided by (used in) operation 537,710,423 316,601,307 303,702,557 (1,850,596)
Cash received from interest 24,208 362,255 27,634 150,969,195
Cash paid for finance costs (298,921,262) (256,116,827) (190,350,745) (151,519,024)
Cash paid for income tax (88,743) (18,208,798) (49,276) (1,754,692)
Net cash flows provided by (used in) operating activities 238,724,626 42,637,937 113,330,170 (4,155,117)
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
STATEMENT OF CASH FLOWS
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
FINANCIAL STATEMENTS
UNIT : BAHT
SEPARATE
“UNAUDITED”
CONSOLIDATED
FINANCIAL STATEMENTS
Notes
2021 2020 2021 2020
CASH FLOWS FROM INVESTING ACTIVITIES
Cash received from deposits at banks used as collateral - 180,577,465 - -
Cash paid for short-term loan to a related company 4.1.3 - - (32,800,000) (100,000,000)
Proceeds from sale financial assets designated
at fair value through profit or loss 10,349,877 - 10,349,877 -
Cash received from lease receivables - - - 4,900,000
Cash paid for purchase of fixed assets 4.1.1 (119,204,127) (342,236,471) (182,694) (19,166,918)
Cash paid for purchase of other intangible assets 4.1.2 (4,272,669) (2,335,073) (1,239,546) (233,856)
Net cash flows used in investing activities (113,126,919) (163,994,079) (23,872,363) (114,500,774)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash received from short-term debenture issuance 4.2 - 1,952,007,734 - 1,952,007,734
Cash received from short-term borrowings 4.1.5 and 4.2 10,000,000 132,000,000 10,000,000 30,000,000
Cash received from short-term borrowings
from related companies 4.1.4 and 4.2 - - - 165,100,000
Cash repaid for short-term borrowings
from related companies 4.1.4 and 4.2 - - - (34,155,104)
Cash received from bills of exchange issuance 4.2 - 136,669,264 - 136,669,264
Cash repaid for bills of exchange 4.2 - (49,571,422) - (49,571,422)
Cash repaid for long-term borrowings 4.2 (185,252,533) - - -
Cash repaid for long-term debentures 4.2 (105,000,000) (2,100,000,000) (105,000,000) (2,100,000,000)
Cash paid for lease liabilities 4.2 (14,098,217) (13,900,647) (11,335,073) (10,971,446)
Cash received from share subscription of a subsidiary
from non-controlling interest 8,287,170 465,290 - -
Net cash flows provided by (used in) financing activities (286,063,580) 57,670,219 (106,335,073) 89,079,026
Net in cash and cash equivalents before effect
of exchange rate (160,465,873) (63,685,923) (16,877,266) (29,576,865)
Effect of exchange rate changes on cash and cash equivalents 26,663,352 (6,817,645) - -
Cash and cash equivalents as at January 1, 388,328,464 274,043,223 119,906,927 101,583,484
Cash and cash equivalents as at June 30, 5 254,525,943 203,539,655 103,029,661 72,006,619
See condensed notes to the financial statements
FINANCIAL STATEMENTS
STATEMENT OF CASH FLOWS (CONTINUED)
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
“UNAUDITED”
SEPARATECONSOLIDATED
UNIT : BAHT
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2021
FINANCIAL STATEMENTS
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2021
“UNAUDITED”
Notes Contents
1. The Company and its subsidiaries’ (the “Group”) general information and operations
2. Basis for preparation and presentation of the interim consolidated and separate financial statements
3. Significant accounting policies
4. Supplementary disclosures of cash flows information
5. Cash and cash equivalents
6. Trade and other current receivables
7. Inventories
8. Contract costs
9. Land and cost of projects under construction and utilities
10. Non-current assets or disposal groups classified as held for sale and discontinued operation
11. Deposits at bank used as collateral
12. Other non-current financial assets
13. Lease receivables
14. Investment property
15. Trade and other current payables
16. Short-term borrowings
17. Bills of exchange
18. Construction payable
19. Long-term borrowings
20. Lease liabilities
21. Debentures
22. Share capital
23. Warrants
24. Directors and managements’ remuneration
25. Transactions with related parties
26. Financial information by segment
27. Commitments and contingent liabilities
28. Disclosure of information relating to financial instruments
29. Events after the reporting period
30. Approval of the interim financial statements
COUNTRY GROUP DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2021
“UNAUDITED”
1. THE COMPANY AND ITS SUBSIDIARIES’ (THE “GROUP”) GENERAL INFORMATION AND
OPERATIONS
1.1 The Company’s general information and operations
Country Group Development Public Company Limited (the “Company”) was
incorporated in Thailand on March 29, 1995. Subsequently, the Company was registered
as a public company limited on May 7, 1997. The Company was listed on the Market for
Alternative Investment (“MAI”) on June 25, 2007 and was listed on the Stock Exchange of
Thailand (“SET”) on September 30, 2014. The head office of the Company is located at
898 Ploenchit Tower, 13th and 20th floor, Ploenchit Road, Lumpini, Pathumwan,
Bangkok. The principle businesses of the Company are holding company and real estate.
1.2 Subsidiaries’ general information and operations
1.2.1 Landmark Holdings Company Limited was incorporated in Thailand on
July 5, 2013 and has registered its head office at 898 Ploenchit Tower, 20th
floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok. Its main business is
trading, rent and real estate operations and holding company. Landmark
Holdings Company Limited has registered 2 branches to support the hotel
operation business on May 30, 2019, which consists of Branch 1, located at
300/1 Charoen Krung Road, Yannawa, Sathorn, Bangkok and Branch 2,
located at 300/2 Charoen Krung Road, Yannawa, Sathorn, Bangkok.
1.2.2 BCEG Country Group Engineering Company Limited was incorporated in
Thailand on July 5, 2013 and has registered its head office at 898 Ploenchit
Tower, 20th floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok. Its main
businesses are construction and wholesaler of equipment and furniture used in
construction.
1.2.3 Chao Phraya Estate Residences Company Limited was incorporated in Thailand
on October 20, 2014 and has registered its head office at 898 Ploenchit Tower,
20th floor, Ploenchit Road, Lumpini, Pathumwan, Bangkok. Its main business is
real estate management of Chao Phraya Estate Project.
1.2.4 CGD Digital Partners Limited was incorporated in Mauritius on October 29,
2013 and its head office is located at 8th floor, Medine Mews, La Chaussee
Street, Port Louis, Mauritius. Its main business is holding company.
Currently, CGD Digital Partners Limited is in the process of liquidation
(see Note 25.1).
1.2.5 CGUK 1 Limited was incorporated in Guernsey on July 31, 2015 and its
head office is located at Anson Court, La Route des Camps, St. Martin,
Guernsey, GY4 6AD. Its main business is real estate.
- 2 -
1.2.6 Leading Schools Partnership Limited was incorporated in Guernsey on August
26, 2016 and its head office is located at Anson Court, La Route des Camps, St.
Martin, Guernsey, GY4 6AD. Its main business is a holding company.
1.3 Coronavirus Disease 2019 Pandemic
The Coronavirus disease 2019 (“COVID-19”) pandemic is continuing to evolve,
resulting in an economic slowdown and adversely impacting most businesses and
industries. This situation may bring uncertainties and have an impact on the
environment in which the Group operates. Nevertheless, the Group’s management
will continue to monitor the ongoing development and regularly assess the financial
impact in respect of valuation of assets, provisions and contingent liabilities.
1.4 As at June 30, 2021, the Group and the Company had total current liabilities of Baht
21,898.68 million and Baht 6,100.81 million, respectively, which most of the
liabilities were the construction payables of a project under development of a
subsidiary and the debentures issued by the Company due within one year.
However, the Group’s management considered that the preparation of the financial
statements by adopting the going concern basis is still appropriate because the
Group has future business plan and financial plan, which consist of a signed
repayment agreement of the construction payables with extended repayment
schedule to June 2022 effective since September 16, 2020. In addition, the Group
has cash flows to be received from transferring residences under the subsidiary’s
project in the near future, and a plan to sell assets related to hotel business segment
of a subsidiary to repay for those liabilities due within one year. The plan to sell
such assets has been approved by the Extraordinary General Shareholders’ Meeting on
January 18, 2021, which the Group’s management expect it to be completed in the
near future. Accordingly, the future business plan and financial plan are significant
to the ability to pay debts on schedule and the ability to continue as a going concern
of the Group and the Company.
2. BASIS FOR PREPARATION AND PRESENTATION OF THE INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
2.1 These interim consolidated and separate financial statements are prepared in Thai Baht
and in compliance with Thai Accounting Standard No. 34 “Interim Financial
Reporting” and accounting practices generally accepted in Thailand. The Company
presents the condensed notes to the interim financial statements and the
additional information is disclosed in accordance with the regulations of the
Office of the Securities and Exchange Commission.
2.2 The consolidated and separate statements of financial position as at December 31, 2020,
presented herein for comparison, have been derived from the consolidated and separate
financial statements for the year then ended which had been previously audited.
2.3 The interim consolidated and separate financial statements are prepared in English
version followed the statutory financial statements prepared in Thai language. In
the event of any conflict or different interpretation in the two languages, the Thai
version of the interim consolidated and separate financial statements will prevail.
- 3 -
2.4 The unaudited results of operations presented in the three-month and six-month
periods ended June 30, 2021 are not necessarily an indication nor anticipation of
the operating results for the full year.
2.5 Certain financial information which is normally included in the annual financial
statements prepared in accordance with Thai Financial Reporting Standards
(“TFRSs”), but which is not required for interim reporting purposes, has been
omitted. Therefore, the interim financial statements for the three-month and
six-month periods ended June 30, 2021 should be read in conjunction with the
audited financial statements for the year ended December 31, 2020.
2.6 The consolidated financial statements are prepared by including the financial
statements of Country Group Development Public Company Limited and its subsidiaries
as follows:
Subsidiaries Country of Type of business Percentage of shareholding (%)
registration “Unaudited”
As at As at
June 30, December 31,
2021 2020
Direct subsidiaries
Landmark Holdings Co., Ltd. Thailand Trading, rent and real estate 70.00 70.00
operations and holding company
BCEG Country Group Engineering Thailand Construction and wholesaler of 99.99 99.99
Co., Ltd. equipment and furniture used in
construction
CGD Digital Partners Limited Mauritius Holding company 100.00 100.00
Leading Schools Partnership Limited Guernsey Holding company 96.45 96.45
Indirect subsidiaries
Chao Phraya Estate Residences Co., Ltd. Thailand Real estate management of 57.68 (1) 66.70 (1)
Chao Phraya Estate Project
CGUK 1 Limited Guernsey Real estate 96.45 (2) 96.45 (2)
(1) The Company holds shares indirectly through Landmark Holdings Co., Ltd. The percentage of shareholding includes preferred shares,
which have the rights of voting of one vote per fifty shares held. (2) The Company holds shares indirectly through Leading Schools Partnership Limited.
The Company included financial statements of its subsidiaries (including its indirect
subsidiaries) in preparing the consolidated financial statements since the Company
has control both directly and indirectly over the subsidiaries’ financial and operating
policies to the date which the Company loses control over the subsidiaries.
2.7 Material intercompany transactions between the Company and its subsidiaries have
been eliminated from this interim consolidated financial statements. The interim
consolidated financial statements for the three-month and six-month periods ended
June 30, 2021 have included the subsidiaries’ interim financial information for the
three-month and six-month periods ended June 30, 2021 which were reviewed.
- 4 -
2.8 Goodwill
On May 15, 2013, the Company acquired and transferred the entire business
(assets, liabilities, rights, duties and obligations) from Landmark Development
Group Company Limited Group (“LDG”). After the completion of the entire
business transfer, Landmark Development Group Company Limited was dissolved
on the same date. Accordingly, the group of shareholders of LDG became the major
shareholder of the Company by holding more than 50% of the Company’s issued
and paid-up share capital and had a control over the Company. Therefore, this
transaction was a reverse takeover according to TFRS No.3 “Business combination”,
which the Company is the legal parent company and was designated as the acquiree for
accounting purpose. The difference of the cost of business combination over the equity
in net fair value has stated as goodwill of Baht 3,614.38 million in the Group’s
consolidated financial statements.
2.9 Thai Financial Reporting Standards affecting the presentation and disclosure in the
current period financial statements
During the period, the Group has adopted the revised financial reporting standards and the
Conceptual Framework for Financial Reporting issued by the Federation of Accounting
Professions which are effective for fiscal years beginning on or after January 1, 2021.
These financial reporting standards were aimed at alignment with the corresponding
International Financial Reporting Standards, with most of the changes directed towards
revisions to references to the Conceptual Framework in TFRSs, the amendment for
definition of business, the amendment for definition of materiality and accounting
requirements for interest rate reform. The adoption of these financial reporting standards
does not have any significant impact on the Group’s interim financial statements.
2.10 Thai Financial Reporting Standards announced in the Royal Gazette but not yet effective
The Amendment to Thai Financial Reporting Standard No. 16 “Leases” (“TFRS 16”)
added the requirements for the temporary exception arising from the Phase 2 of the
interest rate benchmark reform amendments, which an entity shall apply these
amendments for annual reporting periods beginning on or after January 1, 2022 with
earlier application permitted. This revised TFRS 16 has been announced in the Royal
Gazette on January 27, 2021.
In addition, the Federation of Accounting Professions has issued the Notification
regarding the amendments to Thai Financial Reporting Standard No. 4 “Insurance
Contracts”, Thai Financial Reporting Standard No. 7 “Financial Instruments:
Disclosures”, and Thai Financial Reporting Standard No. 9 “Financial Instruments”,
which have been announced in the Royal Gazette on June 28, 2021 and will be effective
for the financial statements for the period beginning on or after January 1, 2022 onwards
with earlier application permitted. The amendment to such Thai Financial Reporting
Standard are relevant to the Phase 2 of the interest rate benchmark reform amendments
which provided practical expedients for the modification of the contractual cash flows of
financial assets or financial liabilities resulted from the interest rate benchmark reform,
including temporary exceptions from specific hedge accounting requirements, and
additional disclosure requirements of TFRS 7.
The Group’s management will adopt such TFRSs in the preparation of the Group’s
financial statements when they become effective. The Group’s management is in
the process to assess the impact of such TFRSs on the financial statements of the
Group in the period of initial application.
- 5 -
3. SIGNIFICANT ACCOUNTING POLICIES
The interim financial statements have been prepared based on the basis, accounting policies and
method of computation consistent with those used in the financial statements for the year ended
December 31, 2020.
4. SUPPLEMENTARY DISCLOSURES OF CASH FLOWS INFORMATION
4.1 Non-cash items are as follows:
4.1.1 Fixed asset payables
(Unit : Baht)
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2021 2020 2021 2020
Fixed asset payables - brought forward
as at January 1, 31,500 1,029,300 - 236,314
Add Purchase of fixed assets 119,351,770 846,292,330 182,694 18,958,650
Less Purchase of fixed assets by
long-term borrowings - (505,057,113) - -
Less Cash paid for purchase of fixed assets (119,204,127) (342,236,471) (182,694) (19,166,918)
Fixed asset payables - carried forward
as at June 30, 179,143 28,046 - 28,046
4.1.2 Other intangible asset payables
(Unit : Baht)
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2021 2020 2021 2020
Other intangible asset payables
- brought forward as at January 1, - 787,653 - -
Add Purchase of other intangible assets 5,062,173 1,794,920 1,239,546 233,856
Less Cash paid for purchase of
other intangible assets (4,272,669) (2,335,073) (1,239,546) (233,856)
Other intangible asset payables
- carried forward as at June 30, 789,504 247,500 - -
4.1.3 Short-term loans to related companies
(Unit : Baht)
SEPARATE
FINANCIAL STATEMENTS
2021 2020
Short-term loans to related companies
- brought forward as at January 1, 1,760,884,124 1,587,632,758
Add Cash paid for short-term loan to related companies 32,800,000 100,000,000
Add Unrealized gain (loss) on foreign exchange rate 20,401,126 (8,227,682) Short-term loans to related companies
- carried forward as at June 30, 1,814,085,250 1,679,405,076
- 6 -
4.1.4 Short-term borrowings from related companies
(Unit : Baht)
SEPARATE
FINANCIAL STATEMENTS
2021 2020
Short-term borrowings from related companies
- brought forward as at January 1, 467,588,815 475,102,955
Add Cash received from short-term borrowings from related companies - 165,100,000
Less Cash repaid for short-term borrowings from related companies - (34,155,104)
Add Unrealized (gain) loss on foreign exchange rate 39,673,975 (16,076,537)
Short-term borrowings from related companies
- carried forward as at June 30, 507,262,790 589,971,314
4.1.5 Short-term borrowings
(Unit : Baht)
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2021 2020 2021 2020
Short-term borrowings
- brought forward as at January 1, 120,996,850 7,998,450 112,773,215 -
Add Cash received from short-term borrowings 10,000,000 132,000,000 10,000,000 30,000,000
Add Bills of exchange settled by entering into a
short-term borrowing agreement
-
95,000,000
-
95,000,000
Add Prepaid fee 89,808 - 89,808 -
Less Foreign exchange rate differences 754,214 (305,385) - -
Short-term borrowings
- carried forward as at June 30, 131,840,872 234,693,065 122,863,023 125,000,000
4.1.6 Construction payables and long-term borrowings
For the six-month periods ended June 30, 2021 and 2020, a subsidiary’s non-
cash items related to construction payables increased by Baht 831.86 million
and Baht 498.63 million, respectively and for the six-month period ended
June 30, 2020 long-term borrowings which arose from payment terms and
conditions under a construction contract increased by Baht 275.44 million.
Such construction payables and long-term borrowings are non-cash items
related to land and cost of project under construction and utilities of Chao
Phraya Estate Project and building under construction.
- 7 -
4.2 Changes in liabilities arising from financing activities for the six-month periods ended
June 30, are as follows:
(Unit : Baht)
CONSOLIDATED FINANCIAL STATEMENTS
“Unaudited”
Beginning Financing cash flows Non-cash changes Ending
balance Cash Cash Unrealized loss Amortized Others balance
as at received paid on foreign prepaid as at
January 1, exchange rate interest June 30,
2021 2021
Short-term borrowings 120,996,850 10,000,000 - 754,214 - 89,808 131,840,872
Bills of exchange 389,454,054 - - - 12,856,023 (19,597,789) 382,712,288
Short-term debentures 1,991,017,063 - - - - 150,149 1,991,167,212
Long-term borrowings 369,114,549 - (185,252,533) 25,713,756 - (76,424,600) 133,151,172
Current portion of long-term debentures 1,895,162,666 - (105,000,000) - - 1,836,088 1,791,998,754
Lease liabilities 252,064,220 - (14,098,217) - - 12,443,901 250,409,904
(Unit : Baht)
CONSOLIDATED FINANCIAL STATEMENTS
“Unaudited”
Beginning Financing cash flows Non-cash changes Ending
balance Cash Cash Unrealized loss Amortized Others balance
as at received paid on foreign prepaid as at
January 1, exchange rate interest June 30,
2020 2020
Short-term borrowings 7,998,450 132,000,000 - - - 94,694,615 234,693,065
Bills of exchange 380,992,887 136,669,264 (49,571,422) - 14,298,327 (93,763,332) 388,625,724
Short-term debentures - 1,952,007,734 - - - 18,914,695 1,970,922,429
Long-term borrowings 11,732,525,578 - - 223,463,891 - 38,639,823 11,994,629,292
Lease liabilities 246,194,798 - (13,900,647) - - 25,310,437 257,604,588
Long-term debentures 4,184,085,347 - (2,100,000,000) - - 9,233,852 2,093,319,199
(Unit : Baht)
SEPARATE FINANCIAL STATEMENTS
“Unaudited”
Beginning Financing cash flows Non-cash changes Ending
balance Cash Cash Unrealized gain Amortized Others balance
as at received paid on foreign prepaid as at
January 1, exchange rate interest June 30,
2021 2021
Short-term borrowings 112,773,215 10,000,000 - - - 89,808 122,863,023
Bills of exchange 389,454,054 - - - 12,856,023 (19,597,789) 382,712,288
Short-term debentures 1,991,017,063 - - - - 150,149 1,991,167,212
Current portion of long-term debentures 1,895,162,666 - (105,000,000) - - 1,836,088 1,791,998,754
Lease liabilities 242,869,322 - (11,335,073) - - 12,038,244 243,572,493
(Unit : Baht)
SEPARATE FINANCIAL STATEMENTS
“Unaudited”
Beginning Financing cash flows Non-cash changes Ending
balance Cash Cash Unrealized gain Amortized Others balance
as at received paid on foreign prepaid as at
January 1, exchange rate interest June 30,
2020 2020
Short-term borrowings - 30,000,000 - - - 95,000,000 125,000,000
Short-term borrowings from related companies 475,102,955 165,100,000 (34,155,104) (16,076,537) - - 589,971,314
Bills of exchange 380,992,887 136,669,264 (49,571,422) - 14,298,327 (93,763,332) 388,625,724
Short-term debentures - 1,952,007,734 - - - 18,914,695 1,970,922,429
Lease liabilities 246,194,798 - (10,971,446) - - 9,349,939 244,573,291
Long-term debentures 4,184,085,347 - (2,100,000,000) - - 9,233,852 2,093,319,199
- 8 -
5. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of: (Unit : Baht)
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
“Unaudited” “Unaudited”
As at As at As at As at
June 30, December 31, June 30, December 31,
2021 2020 2021 2020
Cash 2,452,449 3,676,416 36,628 36,718
Savings accounts 245,452,865 356,650,208 93,552,811 91,250,389
Current accounts 6,620,629 28,001,840 9,440,222 28,619,820
Total cash and cash equivalents 254,525,943 388,328,464 103,029,661 119,906,927
6. TRADE AND OTHER CURRENT RECEIVABLES
Trade and other current receivables consist of: (Unit : Baht)
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
“Unaudited” “Unaudited”
As at As at As at As at
June 30, December 31, June 30, December 31,
2021 2020 2021 2020
Trade receivables
Trade receivables - related person (see Note 25.4) 98,304,648 98,304,648 - -
Trade receivables - others 43,156,532 62,127,575 - -
Total trade receivables 141,461,180 160,432,223 - -
Other current receivables
Prepaid expenses 29,640,733 28,184,955 2,570,586 2,487,410
Advance 34,493,998 18,416,880 18,625,624 3,366,766
Prepaid deposits 395,139,778 483,950,651 - -
Prepaid deposits for construction 247,919,130 253,574,092 11,845,428 17,124,676
Other receivables - related companies
(see Note 25.4) - - 86,705,168 50,991,163
Other receivables - other companies 204,749,355 119,833,487 - -
Interest receivables - related companies
(see Note 25.4) - - 437,039,744 350,880,744
Refundable input value-added tax 582,504,008 577,485,738 643,058 264,175
Undue input value-added tax 10,045,308 6,517,178 477,362 284,820
Refundable withholding tax 46,472,503 28,616,803 30,614,700 28,042,615
Deposits for purchase of assets 6,762,150 7,348,117 6,762,150 7,348,117
Others 20,397,365 6,633,581 1,057,460 375,651
Total trade and other current receivables 1,719,585,508 1,690,993,705 596,341,280 461,166,137
For trade receivables, the Group has applied the simplified approach in TFRS 9 to measure
the loss allowance at lifetime Expected Credit Losses (“ECL”). The Group determines the
expected credit losses on these items by using a provision matrix, estimated based on
historical credit loss experience based on the past due status of the debtors, adjusted as
appropriate to reflect current conditions and estimates of future economic conditions.
Accordingly, the credit risk profile of these assets is presented based on their past due status in
terms of the provision matrix.
- 9 -
Trade receivables as at June 30, 2021 and December 31 2020, are aged analysis as follows: (Unit : Baht)
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
“Unaudited” “Unaudited”
As at As at As at As at
June 30, December 31, June 30, December 31,
. 2021 2020 2021 2020
Trade receivables
Undue 128,838,748 155,709,531 - -
Overdue
Not over 3 months 6,414,366 4,396,127 - -
3 - 6 months 5,768,779 326,565 - -
6 - 12 months 439,287 - - -
Total 141,461,180 160,432,223 - -
Less Allowance at lifetime ECL - - - -
Total trade receivables 141,461,180 160,432,223 - -
7. INVENTORIES
Inventories consists of:
(Unit : Baht)
CONSOLIDATED
FINANCIAL STATEMENTS
“Unaudited”
As at As at
June 30, December 31,
2021 2020
Food and beverage 24,100,275 25,812,876
Inventories and supply 6,689,986 7,446,124
Total inventories 30,790,261 33,259,000
8. CONTRACT COSTS
Contract costs consist of:
(Unit : Baht)
CONSOLIDATED
FINANCIAL STATEMENTS
2021 2020
Beginning balance as at January 1, 304,760,154 308,736,672
Increase during the periods 28,243,201 35,974,855
Decrease during the periods (98,177,209) (38,334,910) Ending balance as at June 30, 234,826,146 306,376,617
- 10 -
9. LAND AND COST OF PROJECTS UNDER CONSTRUCTION AND UTILITIES
Land and cost of projects under construction and utilities consist of:
(Unit : Baht)
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
“Unaudited” “Unaudited”
As at As at As at As at
June 30, December 31, June 30, December 31,
2021 2020 2021 2020
Land 553,771,242 553,771,242 553,771,242 553,771,242
Construction and others 6,426,676,280 6,753,227,667 54,916,815 54,703,590
Borrowings cost 1,122,855,667 1,098,446,966 83,235 83,235
Total land and cost of projects under
construction and utilities 8,103,303,189 8,405,445,875 608,771,292 608,558,067
(Unit : Baht)
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
For the three-month periods ended June 30,
2021 2020 2021 2020
Land and cost of projects under construction and
utilities recognized as an expense in cost of sale
- Cost of condominium sale 383,838,280 331,472,572 - -
(Unit : Baht)
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
For the six-month periods ended June 30,
2021 2020 2021 2020
Land and cost of projects under construction and
utilities recognized as an expense in cost of sale
- Cost of condominium sale 857,852,617 490,408,700 - -
The Group and the Company mortgaged project land and buildings thereon as collateral
for credit facilities and issuance of debentures (see Notes 18 and 21.4) which have net
book values as follows:
(Unit : Million Baht) CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
“Unaudited” “Unaudited”
As at As at As at As at
June 30, December 31, June 30, December 31,
2021 2020 2021 2020
Net book values 8,091 8,393 596 596
- 11 -
10. NON-CURRENT ASSETS OR DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE
On January 18, 2021, the Extraordinary General Meeting of Shareholders approves the
disposal of assets transaction of Landmark Holdings Company Limited (the “LH”) (which
is a direct subsidiary company as the Company holds 70 percent of the total shares) to sell
all ordinary shares of the 2 companies which will be incorporated to accepting asset
transfers for operating the Capella Hotel Bangkok and the Four Seasons Hotel Bangkok at
Chao Phraya River entirely from LH. LH will use cash received from such transaction to
repay for construction payables (see Note 18).
To comply with the requirements of TFRS 5 Non-current Assets Held for Sale and
Discontinued Operations, the Group separately presented the assets and liabilities relating
to sales of hotels under the caption of “Non-current assets or disposal groups classified as
held for sale” in the statement of financial position as at June 30, 2021. The operating
results of hotel operations were separately presented under “Loss for the period from
discontinued operations” in the consolidated profit or loss and other comparative income
for the three-month and six-month periods ended June 30, 2021 and 2020.
Non-current assets or disposal groups classified as held for sale and discontinued operations
are detailed as follows:
(Unit : Baht) CONSOLIDATED
FINANCIAL
STATEMENTS
“Unaudited”
As at June 30,
2021
Assets
Deposit 6,068,163
Property, plant and equipment 10,182,659,999
Other intangible assets other than goodwill 21,225,633
Less Allowance for impariment (806,524,575)
Non-current assets or disposal groups classified as held for sale 9,403,429,220
(Unit : Baht)
CONSOLIDATED
FINANCIAL STATEMENTS
For the three-month
periods ended June 30,
2021 2020
Total revenues 71,120,961 224,817
Total expenses (235,065,954) (92,019,597)
Loss for the period from discontinued operations (163,944,993) (91,794,780)
(Unit : Baht)
CONSOLIDATED
FINANCIAL STATEMENTS
For the six-month
periods ended June 30,
2021 2020
Total revenues 213,404,152 14,473,598
Total expenses (474,700,520) (253,015,950)
Loss for the period from discontinued operations (261,296,368) (238,542,352)
- 12 -
11. DEPOSITS AT BANK USED AS COLLATERAL
Deposits at bank used as collateral consist of:
(Unit : Baht)
CONSOLIDATED
FINANCIAL STATEMENTS
“Unaudited”
As at As at
June 30, December 31,
2021 2020
Deposits at bank used as collateral for payment service 209,492 209,492
Deposits at bank used as loan collateral (see Note 19) 1,175 70,598,613
Total deposits at bank used as collateral 210,667 70,808,105
12. OTHER NON-CURRENT FINANCIAL ASSETS
Other non-current financial assets consist of:
(Unit : Baht) CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
“Unaudited”
As at As at
June 30, December 31,
2021 2020
Fair value
Investments in equity designated at fair value through other comprehensive income
Marketable equity securities
Ordinary shares 174,490,452 102,551,406
Unit trust 45,300,000 41,100,000
Total other non-current financial assets 219,790,452 143,651,406
The movements of other non-current financial assets during the six-month periods ended
June 30, are as follows:
(Unit : Baht)
CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
2021 2020
Carrying value as at January 1, 143,651,406 169,310,676
Changes in other non-current financial assets 76,139,046 (17,555,150)
Carrying value as at June 30, 219,790,452 151,755,526
As at June 30, 2021, the Company has pledged some portions of investment in ordinary
shares and all of investment in unit trust which have the total carrying value of Baht
119.40 million as collateral for issuance of long-term debentures and has pledged some
portions of investment in ordinary shares which have the total carrying value of Baht
91.20 million as collateral for short-term borrowing and as at December 31, 2020, the
Company has pledged some portions of investment in ordinary shares and all of
investment in unit trust which have the total carrying value of Baht 84.65 million, as
collateral for issuance of long-term debentures and has pledged some portions of
investment in ordinary shares which have the total carrying value of Baht 53.60 million as
collateral for short-term borrowing.
- 13 -
13. LEASE RECEIVABLES
Lease receivables consist of:
(Unit : Baht)
SEPARATE
FINANCIAL STATEMENTS
“Unaudited”
As at
June 30,
2021
As at
December 31,
2020
Undiscounted lease payments
Recoverable within 12 months 11,760,000 11,760,000
Recoverable after 12 months 1,394,120,000 1,400,000,000
Total 1,405,880,000 1,411,760,000
Less Unearned finance income (1,176,801,547) (1,185,333,672)
Lease receivables (see Note 25.4) 229,078,453 226,426,328
14. INVESTMENT PROPERTY
On July 1, 2016, CGUK 1 Limited, a subsidiary of the Company, acquired an investment
property located in Brighton, United Kingdom, consisting of land and buildings. The property
has an existing lease agreement with a lessee for operating school business. The lease
agreement will be maturity in the year 2032.
Reconciliations of investment property for the six-month periods ended June 30, are as follows:
(Unit : Baht)
CONSOLIDATED
FINANCIAL STATEMENTS
2021 2020
Carrying value as at January 1, 743,031,438 743,970,530
Add Exchange differences from translation 69,317,689 (28,787,440)
Carrying value as at June 30, 812,349,127 715,183,090
As at June 30, 2021 and 2020, CGUK 1 Limited has mortgaged land and buildings as a
collateral for long-term borrowing from a foreign financial institution (see Note 19).
On December 20, 2020, investment property was revalued by independent professional
appraisers. The new appraised value of investment property was GBP 18.48 million
(such amount included transaction cost of GBP 1.33 million).
- 14 -
Amounts recognized in the statement of profit or loss and other comprehensive income
which relate to investment property for the three-month and six-month periods ended June 30,
are as follows:
(Unit : Baht)
CONSOLIDATED CONSOLIDATED
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
For the three-month For the six-month
periods ended June 30, periods ended June 30,
2021 2020 2021 2020
Rental income from investment property - 11,881,086 5,126,570 23,251,080
Direct operating expenses arising from investment property
that generated rental income for the periods (Reversal) (401,109) 696,662 2,933,148 1,401,631
On March 2, 2021, CGUK1 Limited entered into an agreement to terminate the lease
agreement with the tenant. In the termination of the lease agreement, CGUK1 Limited
will receive a certain amount of consideration. During the six-month period ended
June 30, 2021, CGUK1 Limited has partially received such consideration of GBP 4.00 million
(see Note 19). The remaining amount will be received within the years 2022 as specified
in the agreement. The Group recognized the consideration of Baht 276.99 million
as other income in the consolidated statement of profit or loss and other comprehensive
income for the six-month period ended June 30, 2021, and recorded outstanding
receivables in other current receivables and other non-current receivables in the
consolidated statement of financial position as at June 30, 2021. Currently, the existing
tenant is in the process of renovating the rental facility to transfer the premises back to
CGUK 1 Limited, while CGUK1 Limited is in process of consideration and negotiation
for new business opportunity.
- 15 -
15. TRADE AND OTHER CURRENT PAYABLES
Trade and other current payables consist of:
(Unit : Baht)
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
“Unaudited” “Unaudited”
As at As at As at As at
June 30, December 31, June 30, December 31,
2021 2020 2021 2020
Trade payables
Construction payables (see Note 18) 11,854,841,707 5,898,868,203 - -
Trade payables - domestic 113,941,274 132,063,149 5,783,801 6,997,851
Trade payables - overseas 18,031,692 20,479,289 - 2,027,828
Total trade payables 11,986,814,673 6,051,410,641 5,783,801 9,025,679
Other current payables
Other payables - a related company
(see Note 25.4) - - 1,216,961,428 756,989,641
Other payables - other companies 19,746,112 25,661,596 3,426,340 9,347,725
Payable - Condominium Juristic person 155,463 155,463 155,463 155,463
The Revenue Department payable 638,334 312,879 3,112 25,460
Withholding tax payable 135,860,819 165,366,572 20,858,658 42,205,656
Accrued project cost 125,196,786 137,005,607 - -
Accrued expenses 256,555,756 228,075,189 14,164,941 18,536,803
Accrued interest expenses 744,587,160 395,961,470 13,517,636 15,920,902
Accrued interest expenses - related companies
(see Note 25.4) - - 1,864,722 632,917
Retention 504,193,214 490,788,136 7,322,613 7,322,613
Deferred income 36,351,329 30,106,165 - -
Others 101,608,073 78,556,878 10,587,252 28,565,163
Total trade and other current payables 13,911,707,719 7,603,400,596 1,294,645,966 888,728,022
16. SHORT-TERM BORROWINGS
As at June 30, 2021 and December 31, 2020, the Company has pledged some portions of
investment in ordinary shares which have the total carrying value of Baht 91.20 million
and Baht 53.60 million, respectively, as collateral for short-term. Short-term borrowing has
interest rate at 7.00% - 9.50% per annum.
- 16 -
17. BILLS OF EXCHANGE
Bills of exchange consist of:
(Unit : Baht)
CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
“Unaudited”
As at As at
June 30, December 31,
2021 2020
Bills of exchange 395,000,000 395,000,000
Less Deferred direct cost of issuing bills of exchange (566,667) (237,919)
Less Prepaid interest expense (11,721,045) (5,308,027)
Total bills of exchange 382,712,288 389,454,054
The Company’s Board of Directors’ Meeting No. 2/2014, held on January 17, 2014,
had a resolution to approve to extend limits of the issuance and sale of short-term bills
(bills of exchange) from Baht 650 million to Baht 1,000 million to the private placement
of up to 10 bills with an interest rate not exceeding 12% per annum in order to enhance
the liquidity of the Company to expand business and invest in new projects, and authorized the
Chief Executive Office or the assignee to be a negotiator related to the issuance of the bills of
exchange.
Subsequently, the Company’s Board of Directors’ Meeting No. 3/2015 held on March 16,
2015, had a resolution to approve to extend limits of the issuance and sale of short-term
bills (bills of exchange) from Baht 1,000 million to Baht 1,500 million to general public
or private placement; institutional and/or high net worth investors with unlimited bills or
to private placement of up to 10 bills.
As at June 30, 2021 and December 31, 2020, the Company has issued and offered short-term
bills of exchange through the private placement. These bills of exchange specify the name of the
holders, which are unsubordinated and unsecured, as follows:
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
“Unaudited”
As at June 30, 2021
Date of issuance
of bills of exchange
Remaining
value
(Baht)
Interest rate
per annum
(%)
Remaining
age
(days)
Maturity date
March 5, 2021 - June 18, 2021 395,000,000 6.50 - 7.25 104 - 219 October 12, 2021 - February 4, 2022
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
As at December 31, 2020
Date of issuance Remaining Interest rate Remaining Maturity date
of bills of exchange value per annum age
(Baht) (%) (days)
June 9, 2020 - September 21, 2020 395,000,000 6.00 - 7.00 15 - 131 January 15, 2021 - May 11, 2021
On the issuance date of bills of exchange, the Company prepaid interest expenses have
been deducted which the Company will recognize as finance costs over the period of bills
of exchange.
- 17 -
18. CONSTRUCTION PAYABLES
Construction payables consists of:
(Unit : Baht)
CONSOLIDATED
FINANCIAL STATEMENTS
“Unaudited”
As at As at
June 30, December 31,
2021 2020
Construction payables 11,930,177,485 11,185,530,892
Less Direct expense from assigning debt (75,335,778) (162,553,184)
Construction payables 11,854,841,707 11,022,977,708
Less Construction payables due within 1 year (see Note 15) (11,854,841,707) (5,898,868,203)
Total - 5,124,109,505
On August 26, 2016, Landmark Holdings Co., Ltd. (the “subsidiary”) (the “Employer”),
entered into a construction contract of the Chao Phraya Estate Project with BCEG Thai
International Co., Ltd. (the “Contractor”). According to the contract, the contractor has rights
to assign construction payable to a foreign commercial bank who will provide financial
support for this project. In addition, based on the contract, the subsidiary will pay all of
construction payables to the contractor and/or a foreign commercial bank under order of
assignment of the contractor on September 20, 2020. The subsidiary will be responsible for
interest expenses according to the agreement. To guarantee for the contractor, the
subsidiary pledged collaterals, which the details are as follows:
- Pledge all shares of Landmark Holdings Co., Ltd.
- Rights to utilize leasehold and mortgage of buildings of Chao Phraya Estate Project
under a conditional guarantee agreement, which will be enforced under incidents as
specified in the agreement (see Note 9)
- Deposits at bank used as collateral (Escrow Account) of the subsidiary
On September 16, 2020, the construction debt (with a foreign financial institution) of USD 375
million or equivalent to Baht 11,754.75 million, which the subsidiary used to primarily fund the
construction of the Chao Phraya Estate Project, was fully repaid and prior to the due date. The
subsidiary and the project partner (who is also the subsidiary’s minority shareholder as well as
the main contractor of the project under development) has mutual agreed to undertake a
program to repay and reassign the debt from the foreign financial institution that provided the
construction finance prior to the due date. Such debt was partially repaid by the deposit used as
collateral of the subsidiary amount of USD 45.50 million and the repayment of the remaining
amount of USD 329.50 million has taken place with the financing raised by the project partner
and consequently, such debt became construction payables under the construction contract
between the subsidiary and the project partner. The subsidiary and the project partner are agreed
the terms and conditions of repayment agreement the significant terms and conditions are as
follows:
1. The subsidiary agreed to pay the upfront fee to the project partner for taken place with the
financing raised to pay to the foreign commercial bank which when combined with
amount paid by project partner to the foreign commercial bank and outstanding
construction payable. The subsidiary has total outstanding debt of USD 369.54 million.
- 18 -
2. The subsidiary will pay at least USD 200 million within December 31, 2021. For the
remaining amount of USD 169.54 million, it will be due by June 30, 2022.
3. The partner will charge interest as agreed rate over the outstanding period.
4. The subsidiary agree to provide collateral to the project partner as same as provided to the
foreign commercial bank. Currently, the foreign commercial bank is in the process of
returning the collateral that the subsidiary has pledged with the commercial bank.
5. When the subsidiary receives cash from sale of assets related to hotel business segment,
the subsidiary will use such proceeds to repay for the construction debt to the project
partner.
19. LONG-TERM BORROWINGS
Long-term borrowings consist of:
(Unit : Baht)
CONSOLIDATED
FINANCIAL STATEMENTS
“Unaudited”
As at As at
June 30, December 31,
2021 2020
Long-term borrowings from a foreign financial institution 133,151,172 369,114,549
Less Current portion of long-term borrowings (65,884,572) -
Total long-term borrowings 67,266,600 369,114,549
On October 14, 2016, CGUK 1 Limited (the “subsidiary”) has entered into a borrowing agreement
with a foreign financial institution in the amount of GBP 9 million, with interest rate at Base Rate
plus 3% per annum and repayable on October 17, 2021. The subsidiary mortgaged land and
buildings which has the carrying value as at June 30, 2021 and December 31, 2020 of Baht 812.35
million and Baht 743.03 million, respectively, for collateral of such borrowing.
Subsequently, on August 28, 2019, the subsidiary has entered into the supplementary
facility agreement with the foreign financial institution by agreed to pledge the deposit at
bank in the amount of GBP 1.75 million as loan collateral which has been inclusively
presented as deposits at bank used as collateral in the consolidated statement of financial
position as at December 31, 2020, in the amount of Baht 70.60 million (see Note 11).
Subsequently, on March 2, 2021, the subsidiary has entered into the supplementary
facility agreement with the foreign financial institution to extend the due date of principal
repayment to be within December 31, 2022, in order to be in line with the agreement to
terminate the lease agreement (see Note 14). During the six-month period ended June 30,
2021, the subsidiary repaid some of the long-term borrowings in the amount of GBP 6
million, by bringing the deposits at bank used as collateral and the consideration received
from the termination of lease agreement (see Note 14) to repay for such borrowings.
- 19 -
20. LEASE LIABILITIES
Lease liabilities consist of:
(Unit : Baht)
CONSOLIDATED
FINANCIAL STATEMENTS
“Unaudited”
As at As at
June 30, December 31,
2021 2020
Lease liabilities 250,409,904 252,064,220
Less Current portion of lease liabilities (14,226,492) (12,200,526)
Total lease liabilities 236,183,412 239,863,694
Maturity analysis of the undiscounted lease payments
Within 1 year 27,657,968 27,335,843
Over 1 year but not over 5 years 61,209,884 66,484,422
Over 5 years 1,311,687,928 1,317,441,783
1,400,555,780 1,411,262,048
Less Unearned interest (1,150,145,876) (1,159,197,828)
Total lease liabilities 250,409,904 252,064,220
SEPARATE
FINANCIAL STATEMENTS
“Unaudited”
As at As at
June 30, December 31,
2021 2020
Lease liabilities 243,572,493 242,869,322
Less Current portion of lease liabilities (8,902,395) (8,431,505)
Total lease liabilities 234,670,098 234,437,817
Maturity analysis of the undiscounted lease payments
Within 1 year 21,799,568 21,477,443
Over 1 year but not over 5 years 58,280,685 60,626,022
Over 5 years 1,311,687,928 1,317,441,783
1,391,768,181 1,399,545,248
Less Unearned interest (1,148,195,688) (1,156,675,926)
Total lease liabilities 243,572,493 242,869,322
- 20 -
21. DEBENTURES
Debentures consist of:
(Unit : Baht)
CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS
“Unaudited”
As at As at
June 30, December 31,
2021 2020
Short-term debentures 2,000,000,000 2,000,000,000
Less Deferred direct cost of issuing debentures (8,832,788) (8,982,937)
Total short-term debenture 1,991,167,212 1,991,017,063
Long-term debentures 1,803,400,000 1,908,400,000
Less Deferred direct cost of issuing debentures (11,401,246) (13,237,334)
1,791,998,754 1,895,162,666
Less Current portion of long-term debentures (1,791,998,754) (1,895,162,666)
Total long-term debentures - -
On April 27, 2017, the Annual General Meeting of Shareholders had a resolution to approve
the issuance and offering of the debentures with the condition that the total amount of
debentures which are not matured at any period of time shall not exceed Baht 5,000 million.
Subsequently, on February 24, 2020, the Extraordinary General Meeting of Shareholders had
a resolution to approve additional limit of Baht 2,000 million for the issuance and offering of
the debentures. As a result, the Company can issue and offer of the debentures with the
condition that the total amount of debentures which are not matured at any period of time shall
not exceed Baht 7,000 million. The Company has issued and offered debentures as follows:
21.1 On June 25, 2018, the Company issued and offered two-year debentures of Baht
1,000 million to institutional and/or high net worth investors. The debentures are
registered, unsubordinated, secured, with debentures holder’s representative, of
which the Company has the rights to early redeem, which bear interest at a fixed
rate of 7.00% per annum, payable quarterly. The first interest payable was due on
September 25, 2018 and the debentures will be due on June 25, 2020. The Company
has mortgaged some areas of land which has carrying value as at June 30, 2021 and as at
December 31, 2020 of Baht 203.38 million including component parts and building in
the future as a collateral with the right of mortgage capital of Baht 1,000 million.
In addition, the Company pledged some portion of investment in ordinary shares as
collateral which have the carrying value as at June 30, 2021 and as at December 31, 2020
of Baht 74.10 million and Baht 43.55 million, respectively.
On June 12, 2020, the Company was approved by the meeting of debentures holders to
extend the maturity date for another 1 year, so the debentures will be due on June 25, 2021.
The meeting also approved to change the interest rate of the debentures to 7.50% per
annum and approved for early redemption before the maturity date in the amount of Baht
200 million by partially payment amount of Baht 100 million on June 25, 2020 and another
Baht 100 million on December 25, 2020.
- 21 -
Subsequently, On June 8, 2021, the Company was approved by the meeting of debentures
holders to extend the maturity date for another 1 year, so the debentures will be due on
June 25, 2022. Therefore, as at June 30, 2021 and as at December 31, 2020, the outstanding
of the debentures was Baht 800 million.
21.2 On October 19, 2018, the Company issued and offered two-year debentures of
Baht 700 million to institutional and/or high net worth investors. The debentures are
registered, unsubordinated, unsecured, with debentures holder’s representative of which
the Company has the rights to early redeem, which bear interest at a fixed rate of 7.25%
per annum, payable quarterly. The first interest payable was due on January 19, 2019 and
the debentures will be due on October 19, 2020. Subsequently, on October 6, 2020,
the Company was approved by the meeting of debentures holders to extend the maturity
date for another 1 year. Accordingly, the debentures will be due on October 19, 2021.
The meeting also approved for early redemption before the maturity date in the amount
of Baht 210 million by partially payment into 2 times which were paid amount of Baht
105 million on October 19, 2020 and another Baht 105 million were paid on April 19, 2021.
Therefore, as at June 30, 2021 and as at December 31, 2020, the outstanding of the
debentures was Baht 490 million and Baht 595 million, respectively.
21.3 On September 6, 2019, the Company issued and offered two-year debentures of
Baht 513.40 million to institutional and/or high net worth investors. The debentures
are registered, unsubordinated, unsecured, with debentures holder’s representative
of which the Company has the rights to early redeem, which bear interest at a fixed
rate of 7.25% per annum, payable quarterly. The first interest payable was due on
December 6, 2019 and the debentures will be due on September 6, 2021.
21.4 On March 23, 2020, the Company issued and offered one-year debenture of
Baht 2,000 million to institutional and/or high net worth investors. The debentures
are registered, unsubordinated, secured, with debentures holder’s representative, of
which the Company has the rights to early redeem, which bear interest at a fixed
rate of 7.00% per annum, payable quarterly. The first interest payable will be due
on June 23, 2020 and the debentures will be due on March 23, 2021. The Company
has mortgaged some areas of land which has carrying value as at June 30, 2021 and
as at December 31, 2020 of Baht 1,984.32 million including component parts
and building in the future as a collateral with the right of mortgage capital of Baht
2,000 million.
Subsequently, On March 5, 2021, the Company was approved by the meeting of
debentures holders to extend the maturity date for another 1 year, so the debentures
will be due on March 23, 2022. The meeting also approved to change the interest
rate of the debentures to 7.50% per annum.
- 22 -
22. SHARE CAPITAL
On January 18, 2021, the Extraordinary General Meeting of Shareholders passed the
significant resolutions related to share capital as follows:
22.1 Approved the reduction of the Company’s registered share capital in the amount of Baht
3,305,000,000 from the existing registered capital of Baht 13,263,993,608 to Baht
9,958,993,608 by cancelling the unissued registered ordinary shares in the number of
3,305,000,000 shares with a par value of Baht 1.00 per share, which is the allocated
shares to be offered accordance with the capital increase under the General Mandate as
approved by the 2020 Annual General Meeting of Shareholders held on April 28, 2020
(except for the ordinary shares that are reserved for the exercise of rights to purchase
ordinary shares of the Company under the warrants of CGD-W4 in the amount of
1,652,865,654 shares and CGD-ESOP in the amount of 40,000,000 shares) and approved
the amendment to Clause 4 of the Company’s Memorandum of Association to be in line
with the decrease of the Company’s registered capital. On January 19, 2021, the
Company has registered the capital reduction and amended Clause 4 of the Company’s
Memorandum of Association with the Department of Business Development Ministry of
Commerce according to the resolution.
22.2 Approved the reduction of the Company’s registered capital in the amount of Baht
3,884,007,507.12 from the existing registered capital of Baht 9,958,993,608 to Baht
6,074,986,100.88 by reducing the par value of the shares, the existing par values of
Baht 1 per share to Baht 0.61 per share which will result a decreasing of the
Company’s paid-up capital from Baht 8,266,127,954.00 to Baht 5,042,338,051.94 to
deduct the discount on the par value of Baht 1,559,517,810 and offsetting deficit of Baht
1,664,272,092.06, respectively as appeared in the separate financial statements of the
Company as at September 30, 2020. After the capital decrease to offsetting the deficit,
the Company will have a remaining accumulated loss in the amount of Baht 61,542,200.94
with the number of shares of the Company after the capital decrease will be the same
amount as 8,266,127,954 shares and approved the amendment to Clause 4 of the
Company’s Memorandum of Association to be in line with the decrease of the Company’s
registered capital. On March 29, 2021, the Company has registered the capital reduction
and amended Clause 4 of the Company’s Memorandum of Association with the
Department of Business Development Ministry of Commerce according to the resolution.
22.3 Approved the increase of the Company’s registered capital in the amount of Baht
3,024,517,609.90 from the existing registered capital of Baht 6,074,986,100.88 to
Baht 9,099,503,710.78 by issuing the newly issued ordinary shares in amount of
not exceeding 4,958,225,590 shares with a par value of Baht 0.61 per share to
accommodate the exercise of CGD-W5 not exceeding 1,653,225,590 shares, the par
value is Baht 0.61 per share to the existing shareholders in proportion to their
shareholding and to issue the ordinary shares under the General Mandate in amount
of not exceeding 3,305,000,000 shares with a par value of Baht 0.61 per share by
allocating the newly issued ordinary shares not exceeding 2,479,000,000 shares to
be offered to existing shareholders (Right Offering) and allocating the newly issued
ordinary shares not exceeding 826,000,000 to be offered to specific investors
(Private Placement) and approved the amendment to Clause 4 of the Company’s
Memorandum of Association to be in line with the increase of the Company’s registered
capital. On March 30, 2021, the Company has registered the capital increase and
amended Clause 4 of the Company’s Memorandum of Association with the Department
of Business Development Ministry of Commerce according to the resolution.
- 23 -
22.4 Approved the allocation of the newly issued ordinary shares in the amount not
exceeding 1,653,225,590 shares at the par value of Baht 0.61 per share, to
accommodate the exercise of CGD-W5 not exceeding 1,653,225,590 shares, to the
existing shareholders in proportion to their shareholding and approve the
allocation of newly issued ordinary shares not exceeding 3,305,000,000 shares at
the par value of Baht 0.61 per share according to the General Mandate by
allocating the newly issued ordinary shares not exceeding 2,479,000,000 shares to
be offered to existing shareholders (Right Offering) and allocating the newly
issued ordinary shares not exceeding 826,000,000 shares to be offered to specific
investors (Private Placement).
On April 28, 2021, the General Meeting of Shareholders passed the significant resolutions
related to share capital as follows:
22.5 Approved the reduction of the Company’s registered share capital from Baht
9,099,503,710.78 to Baht 7,083,453,710.78 by cancelling 3,305,000,000 unsold
ordinary shares with a par value of Baht 0.61 per share and the amendment of
Clause 4 of the Memorandum of Association of the Company to be in line with the
reduction of the Company’s registered capital. On May 6, 2021, the Company has
registered the capital reduction and amended Clause 4 of the Company’s Memorandum
of Association with the Department of Business Development, Ministry of Commerce,
according to the resolution.
22.6 Approved the increase of the Company’s registered share capital by means of
General Mandate of Baht 503,860,000 from the existing registered share capital of
Baht 7,083,453,710.78 to Baht 7,587,313,710.78 by issuing 826,000,000 new
ordinary shares with a par value of Baht 0.61 per share. On May 7, 2021, the
Company has registered the capital increase and amended Clause 4 of the Company’s
Memorandum of Association with the Department of Business Development, Ministry
of Commerce, according to the resolution.
22.7 Approve the allocation in the number of not exceeding 826,000,000 newly issued
ordinary shares with a par value of Baht 0.61 each to offer to the specific persons
by way of a private placement under the General Mandate.
23. WARRANTS
23.1 According to the Annual General Shareholders’ Meeting for the year 2018 held on
April 26, 2018, there was a resolution to approve the issuance and offering of warrants
to purchase ordinary shares of the Company No. 4 (“CGD-W4”). On June 27, 2018,
the Company issued and allotted warrants to purchase ordinary shares (CGD-W4)
to existing shareholders on a pro rata basis to their respective shareholdings, at no
cost, at the allocation ratio of 5 existing shares per 1 unit of the warrants. The
warrants are registered with indicate name’s type and transferable subscription
without offer price. The exercise ratio is 1 unit per 1 ordinary share and the details
of the use of right are detailed below:
- 24 -
Warrant Issued date Issued units Exercise price Exercise period*
(Million units) Baht/unit Start End
CGD-W4 June 27, 2018 1,653 2.75 December 28, 2018 June 26, 2021
* The warrant holders shall be entitled to exercise their rights under the warrants to purchase Company’s ordinary
shares on the last business day of every 6th month after the warrants’ issuance date.
As at December 31, 2020 all of warrants have not been exercised.
During the six-month period ended June 30, 2021, shareholders have exercised amount
of 563 warrants to purchase amount of 563 shares at Baht 2.75 per share. The Company
has registered the capital increase and issued and paid up share capital increase with the
Department of Business Development, Ministry of Commerce on July 2, 2021.
As at June 30, 2021 CGD-W4 was expired.
23.2 According to the Extraordinary General Meeting of Shareholders held on January 18,
2021, there was a resolution to approve the issuance and offering of warrants to purchase
ordinary shares of the Company No. 5 (“CGD-W5”). On April 23, 2021, the Company
issued and allotted warrants to purchase ordinary shares (CGD-W5) to existing
shareholders on a pro rata basis to their respective shareholdings, at no cost, at the
allocation ratio of 5 existing shares per 1 unit of the warrants. The warrants are registered
with indicate name’s type and transferable subscription without offer price. The exercise
ratio is 1 unit per 1 ordinary share and the details of the use of right are detailed below:
Warrant Issued date Issued units Exercise price Exercise period*
(Million units) Baht/unit Start End
CGD-W5 April 23, 2021 1,653 1 June 30, 2021 April 22, 2023
* The warrant holders shall be entitled to exercise their rights under the warrants to purchase Company’s ordinary
shares on the last business day of June and December of each calendar year throughout the exercise period.
As at June 30, 2021 all of warrants have not been exercised.
23.3 On February 25, 2019, the Company has issued and offered of the Warrants
(“CGD-WC”) to the directors, executives and employees of the Company and/or its
subsidiaries. The exercise ratio is 1 unit per 1 ordinary share and the details of the
use of right are detailed below:
Warrant Issued date Issued units Exercise price Exercise period*
(Million units) Baht/unit Start End
CGD-WC February 25, 2019 40 1.56 February 28, 2020 February 19, 2024
* The warrant holders shall be entitled to exercise their rights under the warrants to purchase Company’s ordinary
shares on the last business day of every 6th month after the warrants’ issuance date.
As at June 30, 2021 and December 31, 2020, all of warrants have not been exercised.
- 25 -
24. DIRECTORS AND MANAGEMENTS’ REMUNERATION
24.1 Directors’ remuneration represents the benefits paid to the Company’s directors
under section 90 of the Public Company Act, which does not include the salary and
related benefits paid to the Company’s directors, who are executive managements
of the Company.
24.2 The managements’ benefits in cash are salary, bonus and provident funds which are
paid to the Company’s managements according to TAS 24 “Related Party Disclosures”.
Directors and managements’ remuneration for the three-month and six-month periods ended
June 30, are as follows:
(Unit : Baht)
CONSOLIDATED AND SEPARATE CONSOLIDATED AND SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
For the three-month For the six-month
periods ended June 30, periods ended June 30,
2021 2020 2021 2020
Directors’ remuneration 1,710,000 1,140,000 2,850,000 2,928,000
Managements’ benefits
Short-term employee benefit 8,071,124 7,522,725 15,603,894 16,184,258
Post-employment benefit 255,161 216,510 510,322 433,020
Total 10,036,285 8,879,235 18,964,216 19,545,278
25. TRANSACTIONS WITH RELATED PARTIES
Related parties comprise enterprises or individuals that control or are controlled by the
Group and the Company, whether directly or indirectly, or which are under common
control with the Group and the Company.
In addition, related parties include associated companies and individuals which have
significant influence over the Group and the Company, key management personnel, and
directors and officers with authority in the planning and direction of the Group’s and the
Company’s operations, together with close members of the families of such persons and
companies which are controlled or influenced by them, whether directly or indirectly.
The related parties which have significant transactions with the Group and/or the Company are
as follows:
Landmark Holdings Co., Ltd.
BCEG Country Group Engineering Co., Ltd.
CGD Digital Partners Limited
Leading Schools Partnership Limited
Chao Phraya Estate Residences Co., Ltd.
CGUK 1 Limited
Country Group Securities PCL.
Country Group Holdings PCL.
Padaeng Industry PCL.
MF Holdings Co., Ltd.
- 26 -
25.1 Investments in subsidiaries
(Unit : Baht)
SEPARATE FINANCIAL STATEMENTS
Companies Types of Country of Paid share Paid share Percentage of holding (%) Cost method Dividend income
business registration capital capital
“Unaudited” “Unaudited” “Unaudited”
As at As at As at As at As at As at For the six-month
June 30, December 31, June 30, December 31, June 30, December 31, periods ended June 30,
2021 2020 2021 2020 2021 2020 2021 2020
Subsidiaries
Landmark Holdings Co., Ltd. Trading, rent and real Thailand 210,000,000 210,000,000 70.00 70.00 3,928,994,366 3,928,994,366 - -
estate operations and
a holding company
BCEG Country Group Engineering Construction and Thailand 1,000,000 1,000,000 99.99 99.99 999,970 999,970 - -
Co., Ltd. wholesaler of
equipment and
furniture used in
construction
CGD Digital Partners Limited Holding company Mauritius 547,579,834 547,579,834 100.00 100.00 547,579,834 547,579,834 - -
Leading Schools Partnership Limited Holding company Guernsey 225,641,944 225,641,944 96.45 96.45 217,662,851 217,662,851 - -
Total investment in subsidiaries 4,695,237,021 4,695,237,021 - -
On July 19, 2017, the Board of Director’s meeting had a resolution to approve the
dissolution of CGD Digital Partners Limited which is a subsidiary because the
subsidiary has ceased their business operations. Currently, CGD Digital Partners
Limited is in the process of liquidation.
25.2 Short-term loans to related companies
(Unit : Baht)
SEPARATE FINANCIAL STATEMENTS
“Unaudited”
Nature of Balance as at Increase Decrease Balance as at Cost of
relationship January 1, June 30, intercompany
2021 2021 loans policy
Subsidiaries
Landmark Holdings Shareholder and
Co., Ltd. common director 1,475,000,000 - - 1,475,000,000 9.25% p.a.
BCEG Country Group Shareholder and
Engineering Co., Ltd. common director 67,200,000 32,800,000 - 100,000,000 7.00% p.a.
Leading Schools Shareholder and
Partnership Limited common director 218,684,124 20,401,126 - 239,085,250 7.00% p.a.
Total 1,760,884,124 53,201,126 - 1,814,085,250
- 27 -
(Unit : Baht)
SEPARATE FINANCIAL STATEMENTS
“Unaudited”
Nature of Balance as at Increase Decrease Balance as at Cost of
relationship January 1, June 30, intercompany
2020 2020 loans policy
Subsidiaries
Landmark Holdings Shareholder and
Co., Ltd. common director 1,375,000,000 100,000,000 - 1,475,000,000 9.25 % p.a.
Leading Schools Shareholder and
Partnership Limited common director 212,632,758 - (8,227,682) 204,405,076 7.00 % p.a.
Total 1,587,632,758 100,000,000 (8,227,682) 1,679,405,076
(1) On September 1, 2014, the Company entered into an additional loan agreement
with Landmark Holdings Co., Ltd. in the amount of Baht 800 million, duration
of the drawdown loan within 18 months from the agreement date. The Company
can call for reimbursement by giving a written notice 15 days in advance. The loan
is unsecured and has interest rate at 9.25% per annum and repayable within 18
months from the first drawdown. Later, on March 1, 2016, the Company made an
amendment of the loan agreement to be repayable on demand. During the year
ended December 31, 2017, the Company received repayment for some portions
of such loan in the amount of Baht 200 million.
Subsequently, on September 16, 2019, the Company entered into an additional
loan agreement with Landmark Holdings Co., Ltd. (the “subsidiary”) in the
amount of Baht 500 million. The loan is unsecured and has interest rate at
9.25% per annum and repayable within 3 months. The subsidiary can request to
extend the period for repayment of principal and interest, but it depends on the
decision of the Company.
Subsequently, on November 13, 2019, the Company entered into an additional
loan agreement with Landmark Holdings Co., Ltd. (the “subsidiary”) in the
limit amount of Baht 500 million, duration of the drawdown loan within
November 12, 2020. The loan is unsecured and has interest rate at 9.25% per
annum and repayable within 3 months. The subsidiary can request to extend the
period for repayment of principal and interest, but it depends on the decision of the
Company. As at June 30, 2021, the subsidiary has drawdown in the amount of Baht
375 million. Accordingly, there is available loan limited only Baht 125 million.
(2) On October 22, 2020, the Company entered into a loan agreement with BCEG
Country Group Engineering Co., Ltd (the “subsidiary”) in the amount of Baht
50 million, duration of the drawdown loan within October 22, 2021. The loan is
unsecured and has interest rate at 7.00% per annum and repayable within
3 months. The subsidiary can request to extend the period for repayment of principal
and interest, but it depends on the decision of the Company. As at June 30, 2021, the
subsidiary has fully drawdown.
- 28 -
Subsequently, on November 27, 2020, the Company entered into an additional
loan agreement with BCEG Country Group Engineering Co., Ltd (the
“subsidiary”) in the limit amount of Baht 200 million, duration of the drawdown
loan within November 27, 2021. The loan is unsecured and has interest rate at
7.00% per annum and repayable within 3 months. The subsidiary can request to
extend the period for repayment of principal and interest, but it depends on the
decision of the Company. As at June 30, 2021, the subsidiary has drawdown in the
amount of Baht 50 million. Accordingly, there is available loan limited only Baht 150
million.
(3) On September 23, 2016, the Company entered into a loan agreement with Leading
Schools Partnership Limited (the “subsidiary”) in the amount of GBP 10.55 million,
duration of the drawdown loan within September 30, 2016. The loan is unsecured
and has interest rate at 7.00% per annum and repayable on demand. On that day, the
subsidiary drew down the loan in the amount of GBP 10.55 million, or equivalent to
Baht 472.82 million. Furthermore, the Company entered into a convertible loan
agreement to convert the debt into equity of Baht 217.66 million resulting to the
increase in investment in the subsidiary in the same amount.
25.3 Short-term borrowings from related companies
(Unit : Baht)
SEPARATE FINANCIAL STATEMENTS
“Unaudited”
Nature of Balance as at Increase Decrease Balance as at Cost of
relationship January 1, June 30, intercompany
2021 2021 loans policy
Subsidiaries
Chao Phraya Estate Indirect
Residences Co., Ltd Subsidiaries 35,000,000 - - 35,000,000 7.00% p.a.
CGD Digital Partners Shareholder and
Limited common director 432,588,815 39,673,975 - 472,262,790 -
Total 467,588,815 39,673,975 - 507,262,790
- 29 -
(Unit : Baht)
SEPARATE FINANCIAL STATEMENTS
“Unaudited”
Nature of Balance as at Increase Decrease Balance as at Cost of
relationship January 1, June 30, intercompany
2020 2020 loans policy
Subsidiaries
BCEG Country Group Shareholder and
Engineering Co., Ltd. common director 54,000,000 165,100,000 (34,000,000) 185,100,000 7.00% p.a.
CGD Digital Partners Shareholder and
Limited common director 421,102,955 - (16,231,641) 404,871,314 -
Total 475,102,955 165,100,000 (50,231,641) 589,971,314
(1) On June 24, 2016, the Company entered into a borrowing agreement with CGD
Digital Partners Limited in the amount of GBP 15 million. The borrowing is
unsecured and no interest charge and repayable on demand. Subsequently, on
June 30, 2016, the Company repaid the borrowing amounting to GBP 4.81 million
by settling with dividend income from CGD Digital Partners Limited instead of cash
repayment.
Subsequently, on June 22, 2017, the Company entered into an additional
borrowing agreement with CGD Digital Partners Limited in the amount of GBP
0.38 million. The borrowing is unsecured and no interest charge and repayable on
demand.
(2) On September 30, 2020, the Company entered into a borrowing agreement with
Chao Phraya Estate Residences Co., Ltd. (the “subsidiary”) in the limit amount
of Baht 35 million, duration of the drawdown borrowing within September 30,
2020. The borrowing is unsecured and has interest rate at 7.00% per annum and
repayable within 3 months. The Company can request to extend the period for
repayment of principal and interest, but it depends on the decision of the subsidiary.
As at June 30, 2021, the Company has drawdown all amount.
25.4 Other balances and transactions with related parties
A portion of the Group’s and the Company’s assets, liabilities, revenues and expenses
arose from transactions with related parties. These companies are related through
common directors and both direct and indirect shareholdings. The pricing policies
for each transaction are as follows:
Transactions Transfer pricing policies
Service fee Mutually agreed in accordance with the contract which is comparable
to market price
- 30 -
Significant transactions with related parties consist of:
(Unit : Baht)
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
“Unaudited” “Unaudited”
As at As at As at As at
June 30, December 31, June 30, December 31,
2021 2020 2021 2020
Outstanding balances
Subsidiaries
Other receivables (see Note 6) - - 86,705,168 50,991,163
Interest receivables (see Note 6) - - 437,039,744 350,880,744
Lease receivables (see Note 13) - - 229,078,453 226,426,328
Other payables (see Note 15) - - 1,216,961,428 756,989,641
Interest payables (see Note 15) - - 1,864,722 632,917
Related companies
Deposit at a financial institution 5,603 5,595 5,603 5,595
Prepaid debentures issuance fee 806,189 2,738,273 806,189 2,738,273
Investment in ordinary shares 174,490,452 102,551,406 174,490,452 102,551,406
Bills of exchange 295,000,000 295,000,000 295,000,000 295,000,000
Prepaid interest expense 9,121,386 4,220,403 9,121,386 4,220,403
Related persons
Trade receivables (see Note 6) 98,304,648 98,304,648 - -
Advance received 12,181,244 12,181,244 1,181,244 1,181,244
(Unit : Baht)
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
For the three-month periods ended June 30,
2021 2020 2021 2020
Revenues and expenses
Subsidiaries
Interest income - - 40,178,967 38,018,087
Interest income from lease receivables - - 4,278,456 4,182,034
Other service income - - 13,500,000 13,500,000
Interest expense - - 619,306 2,592,217
Other expenses - - 185,985 -
Related companies
Interest income 4 9 4 9
Debentures issuance fee 972,838 2,888,463 972,838 2,888,463
Interest expense 4,843,688 4,539,557 4,843,688 4,539,557
- 31 -
(Unit : Baht)
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
For the six-month periods ended June 30,
2021 2020 2021 2020
Revenues and expenses
Subsidiaries
Interest income - - 79,436,834 74,084,398
Interest income from lease receivables - - 8,532,126 8,341,067
Other service income - - 27,000,000 27,000,000
Interest expense - - 1,231,806 3,598,661
Other expense - - 239,656 -
Related companies
Interest income 8 20 8 20
Debentures issuance fee 1,932,085 5,822,972 1,932,085 5,822,972
Interest expense 9,542,505 7,523,367 9,542,505 7,523,367
26. FINANCIAL INFORMATION BY SEGMENT
The Group’s operations involve various business segments, which are a holding company,
and real estate business.
The financial information by segment for the three-month and six-month periods ended
June 30, 2021 and 2020, are as follows:
(Unit : Baht)
CONSOLIDATED FINANCIAL STATEMENTS
For the three-month period ended June 30, 2021
Real estate business Elimination Total
Real estate Investment
development property
Domestic Foreign
Revenues
Revenue from external customers
Major revenues
Revenue recognition at a point of time
Revenue from sale of condominium 755,186,156 - - 755,186,156
Other income 13,889,279 - - 13,889,279
Total revenue from external customers 769,075,435 - - 769,075,435
Expenses
Cost of condominium sale 383,838,280 - - 383,838,280
Reversal direct operating expenses arising from
investment property - (401,109) - (401,109)
Distribution costs 45,938,996 - - 45,938,996
Administrative expenses 125,449,297 1,002,015 - 126,451,312
Directors and managements’ remuneration 10,036,285 - - 10,036,285
Loss on foreign exchange rate 264,127,731 - - 264,127,731
Total expenses 829,390,589 600,906 - 829,991,495
Loss from continuing operations (60,315,154) (600,906) - (60,916,060)
Finance income 4,227,828 9,381 (4,122,591) 114,618
Finance costs (279,864,509) (6,354,871) 4,196,096 (282,023,284)
Profit (loss) before income tax (335,951,835) (6,946,396) 73,505 (342,824,726)
Income tax expense 53,612,288 - - 53,612,288
Profit (loss) for the period from continuing
operations (389,564,123) (6,946,396) 73,505 (396,437,014)
- 32 -
For the three-month period ended June 30, 2021, the Group has revenues from
transactions with two external customers in real estate development in domestic segment
in the amount of Baht 216.92 million which is 28.21% of the Group’s total revenues.
(Unit : Baht)
CONSOLIDATED FINANCIAL STATEMENTS
For the three-month period ended June 30, 2020
Real estate business Elimination Total
Real estate Investment
development property
Domestic Foreign
Revenues
Revenue from external customers
Major revenues
Revenue recognition at a point of time
Revenue from sale of condominium 717,708,356 - - 717,708,356
Revenue recognition overtime
Rental income from investment property - 11,881,086 - 11,881,086
Other income 576,967,195 (2,762) - 576,964,433
Total revenue from external customers 1,294,675,551 11,878,324 - 1,306,553,875
Expenses
Cost of condominium sale 331,472,572 - - 331,472,572
Direct operating expenses arising from
investment property - 696,662 - 696,662
Distribution costs 57,556,150 - - 57,556,150
Administrative expenses 59,961,560 2,140,589 - 62,102,149
Directors and managements’ remuneration 8,879,235 - - 8,879,235
Total expenses 457,869,517 2,837,251 - 460,706,768
Profit from continuing operations 836,806,034 9,041,073 - 845,847,107
Finance income 3,923,520 22,754 (3,721,899) 224,375
Finance costs (133,493,480) (6,905,404) 3,803,991 (136,594,893)
Profit before income tax 707,236,074 2,158,423 82,092 709,476,589
Income tax expense 73,226,938 10,594 - 73,237,532
Profit for the period from continuing operations 634,009,136 2,147,829 82,092 636,239,057
For the three-month period ended June 30, 2020, the Group does not have revenues from
transactions with a single external customer at 10% or more of total revenues.
- 33 -
(Unit : Baht)
CONSOLIDATED FINANCIAL STATEMENTS
For the six-month period ended June 30, 2021
Real estate business Elimination Total
Real estate Investment
development property
Domestic Foreign
Revenues
Revenue from external customers
Major revenues
Revenue recognition at a point of time
Revenue from sale of condominium 1,726,447,627 - - 1,726,447,627
Revenue recognition overtime
Rental income from investment property - 5,126,570 - 5,126,570
Other income 15,902,719 277,413,234 - 293,315,953
Total revenue from external customers 1,742,350,346 282,539,804 - 2,024,890,150
Expenses
Cost of condominium sale 857,852,617 - - 857,852,617
Direct operating expenses arising from
investment property - 2,933,148 - 2,933,148
Distribution costs 101,855,020 - - 101,855,020
Administrative expenses 191,656,024 2,530,044 - 194,186,068
Directors and managements’ remuneration 18,964,216 - - 18,964,216
Loss on foreign exchange rate 746,850,086 - - 746,850,086
Total expenses 1,917,177,963 5,463,192 - 1,922,641,155
Profit (loss) from continuing operations (174,827,617) 277,076,612 - 102,248,995
Finance income 8,104,602 32,570 (7,998,346) 138,826
Finance costs (557,242,306) (13,256,182) 8,144,315 (562,354,173)
Profit (loss) before income tax (723,965,321) 263,853,000 145,969 (459,966,352)
Income tax expense (revenue) 140,963,994 (523) - 140,963,471
Profit (loss) for the period from continuing
operations (864,929,315) 263,853,523 145,969 (600,929,823)
For the six-month period ended June 30, 2021, the Group does not have revenues from
transactions with a single external customer at 10% or more of total revenues.
- 34 -
(Unit : Baht)
CONSOLIDATED FINANCIAL STATEMENTS
For the six-month period ended June 30, 2020
Real estate business Elimination Total
Real estate Investment
development property
Domestic Foreign
Revenues
Revenue from external customers
Major revenues
Revenue recognition at a point of time
Revenue from sale of condominium 1,070,069,100 - - 1,070,069,100
Revenue recognition overtime
Rental income from investment property - 23,251,080 - 23,251,080
Other income 6,523,966 - - 6,523,966
Total revenue from external customers 1,076,593,066 23,251,080 - 1,099,844,146
Expenses
Cost of condominium sale 490,408,700 - - 490,408,700
Direct operating expenses arising from
investment property - 1,401,631 - 1,401,631
Distribution costs 93,067,054 - - 93,067,054
Administrative expenses 102,813,709 4,159,921 - 106,973,630
Directors and managements’ remuneration 19,545,278 - - 19,545,278
Loss on exchange rate 169,051,175 45,241 - 169,096,416
Total expenses 874,885,916 5,606,793 - 880,492,709
Gain from continuing operations 201,707,150 17,644,287 - 219,351,437
Finance income 7,747,912 97,685 (7,483,342) 362,255
Finance costs (260,631,021) (14,367,572) 7,646,486 (267,352,107)
Profit (loss) before income tax (51,175,959) 3,374,400 163,144 (47,638,415)
Income tax expense 108,451,761 424,063 - 108,875,824
Profit (loss) for the period from continuing
operations (159,627,720) 2,950,337 163,144 (156,514,239)
For the six-month period ended June 30, 2020, the Group has revenues from transactions
with one external customer in real estate development in domestic segment in the amount
of Baht 122.10 million which is 10.96% of the Group’s total revenues.
(Unit : Baht)
CONSOLIDATED FINANCIAL STATEMENTS
Real estate business Elimination Total
Real estate
development
Investment
property
Domestic Foreign
Total assets
As at June 30, 2021 (“Unaudited”) 27,237,807,228 963,199,929 (1,550,766,735) 26,650,240,422
As at December 31, 2020 27,088,878,918 1,299,285,085 (1,476,146,993) 26,912,017,010
Total liabilities
As at June 30, 2021 (“Unaudited”) 23,051,150,397 480,087,627 (801,456,133) 22,729,781,891
As at December 31, 2020 22,308,050,894 689,652,777 (726,392,403) 22,271,311,268
- 35 -
27. COMMITMENTS AND CONTINGENT LIABILITIES
As at June 30, 2021 and December 31, 2020, the Company had a letter of guarantee for
guarantee payment of a subsidiary.
28. DISCLOSURE OF INFORMATION RELATING TO FINANCIAL INSTRUMENTS
Fair values of financial assets and financial liabilities
As most of the Group’s and the Company’s financial assets and financial liabilities are short-
term in natures with interest rate at fixed rate, the Group’s and the Company’s management
believe that the carrying amounts of the financial assets and liabilities; cash and cash
equivalents, trade and other current receivables, short-term loans to related companies,
deposits at banks used as collateral, trade and other current payables, contract deposit and advance
from customers, short-term borrowings, bills of exchange, short-term debentures, current portion
of long-term borrowings and current portion of long-term debentures approximate to their fair
values. For long-term financial liabilities; long-term borrowings, the Group’s and the
Company’s management believe that their estimated fair values are based on the amounts
presented in the statement of financial position since their interest rates approximate to the
market interest rate.
However, certain assets of the Group and the Company are measured at fair value at the
end of reporting period. The following tables give information about how the fair values
of these assets are determined.
(Unit: Baht)
CONSOLIDATED FINANCIAL STATEMENTS
Assets Fair value
“Unaudited”
Fair value Fair value
hierarchy
Valuation techniques
and key inputs used in
fair value
measurements
Significant
unobservable
inputs As at
June 30,
2021
As at
December 31,
2020
1. Investment in ordinary
shares and warrants
registered in the
Stock Exchange of
Thailand
174,490,452 102,551,406 Level 1 Last bid price of the last
working day of the
reporting period as
quoted on the Stock
Exchange of Thailand
N/A
2. Investment in unit
trust registered in
the Stock Exchange
of Thailand
45,300,000 41,100,000 Level 1 Last bid price of the last
working day of the
reporting period as
quoted on the Stock
Exchange of Thailand
N/A
3. Investment property 812,349,127 743,031,438 Level 3 Discounted cash flow
using income approach
appraised by the
independent professional
appraisers. Information
used in fair value
measurement are
expected revenues and
discount rate
Projected
cash flows
and discount
rate
- 36 -
(Unit: Baht)
SEPARATE FINANCIAL STATEMENTS
Assets Fair value
“Unaudited”
Fair value Fair value
hierarchy
Valuation techniques
and key inputs used in
fair value
measurements
Significant
unobservable
inputs As at
June 30,
2021
As at
December 31,
2020
1. Investment in ordinary
shares and warrants
registered in the
Stock Exchange of
Thailand
174,490,452 102,551,406 Level 1 Last bid price of the last
working day of the
reporting period as
quoted on the Stock
Exchange of Thailand
N/A
2. Investment in unit trust
registered in the
Stock Exchange of
Thailand
45,300,000 41,100,000 Level 1 Last bid price of the last
working day of the
reporting period as
quoted on the Stock
Exchange of Thailand
N/A
29. EVENTS AFTER THE REPORTING PERIOD
On July 2, 2021, Landmark Holdings Company Limited (the “Subsidiary”) has invested in
ordinary shares of Urban Resort Hotel Co., Ltd. amounting to Baht 999,980 (99,998 shares
with a par value of Baht 10 per share) which is 99.99% of total shares and Waterfront
Hotel Co., Ltd. amounting to Baht 999,980 (99,998 shares with a par value of Baht
10 per share) which is 99.99% of total shares, to support assets acquisition and transfers
for operating Capella Hotel Bangkok and Four Seasons Hotel Bangkok at Chao Phraya
River (see Note 10).
Subsequently, on July 20, 2021, the Extraordinary General Meeting of Shareholders of Urban
Resort Hotel Co., Ltd. has passed a resolution to increase the registered share capital
of the Company from Baht 1 million to Baht 3,550 million by issuing newly ordinary shares
of 354,900,000 shares with a par value of Baht 10 per share, allocated to the existing
shareholders proportionately, and on the same day, the Extraordinary General Meeting of
Shareholders of Waterfront Hotel Co., Ltd. has passed a resolution to increase the registered
share capital of the Company from Baht 1 million to Baht 1,950 million by issuing newly
ordinary shares of 194,900,000 shares with a par value of Baht 10 per share, allocated to the
existing shareholders proportionately. Currently, Urban Resort Hotel Co., Ltd. and Waterfront
Hotel Co., Ltd. are processing the capital increase.
30. APPROVAL OF THE INTERIM FINANCIAL STATEMENTS
The interim financial statements were approved for issuing by the authorized directors
of the Company on August 11, 2021.