Translation - Opinion of the Independent Financial Advisor on the Tender Offer for the Securities
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Opinion of the Independent Financial Advisor on the
Tender Offer for the Securities
Royal Orchid Hotel (Thailand) Public Company Limited
Tender Offeror
Grande Asset Hotels and Property Public Company Limited
Prepared by
Discover Management Company Limited
May 24, 2018
Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited
Abbreviation
Meaning Abbreviation
Royal Orchid Hotel (Thailand) Public Company Limited : The Company or the Business or ROH
Thai Royal Orchid Real Estate Limited : TRO
Sheraton Royal Orchid Company Limited : SRO
Grande Asset Hotels and Property Public Company Limited : Tender Offeror or GRAND
Property Perfect Public Company Limited : PF
Thai Property Public Company Limited : TPROP
Metro Premier Holding Company Limited : METRO
Starwood Hotel (Thailand) Company Limited : STARWOOD
Thai Airways International Public Company Limited : THAI
MBK Hotels and Resorts Company Limited : MBKHR
Tender Offer (Form 247-4) of Royal Orchid Hotel (Thailand) Public Company : Form 247-4 or Tender Offer
Limited dated May 3, 2018
Discover Management Company Limited : IFA or DISCOVER
The Siam Commercial Bank Public Company Limited : Tender Offer Preparer or SCB
SCB Securities Company Limited : Tender Offer Agent or SCBS
Ktac Appraisal and Service Company Limited : Independent Appraiser or KTAC
Securities Exchange Commission : SEC
Stock Exchange of Thailand : SET
Annual General Meeting : AGM
Extraordinary General Meeting : EGM
Discover Management Company Limited Page 2/65
Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited
Table of Content
1. The Tender Offeror Information (GRAND) ............................................................................................. 10
1.1. General Information ............................................................................................................................... 10
1.2. GRAND Business information in brief .................................................................................................... 10
1.3. Group Structure...................................................................................................................................... 11
1.4. Overview of GRAND Business Operation ............................................................................................. 11
1.5. Registered capital and paid-up capital ................................................................................................. 13
1.6. Revenue Structure ................................................................................................................................. 14
1.7. GRAND Board of Directors .................................................................................................................... 14
1.8. Shareholders of GRAND ........................................................................................................................ 15
1.9. Financial position and performance ...................................................................................................... 16
1.10. Related parties and connected transactions ........................................................................................ 30
1.11. Information relating to criminal records ................................................................................................. 31
1.12. Material Pending Litigation or Claims .................................................................................................... 31
1.13. Source of Funds for the Tender Offer .................................................................................................... 31
2. Independent Financial Advisor’s Opinion on the Offer Price of ROH’s securities ................................ 32
2.1. Book Value Approach ............................................................................................................................ 33
2.2. Adjusted Book Value Approach ............................................................................................................ 33
2.3. Market Price Approach .......................................................................................................................... 36
2.4. Price to Book Value Ratio Approach or P/BV Ratio ............................................................................... 38
2.5. Price-to-Earnings Ratio Approach ......................................................................................................... 40
2.6. Discounted Cash Flow Approach .......................................................................................................... 40
2.7. Discount Rate ......................................................................................................................................... 46
2.8. Summary of the Appropriateness of the ROH’s Ordinary Shares Offer Price ...................................... 48
3. Reasons to Accept and/or Reject the Tender Offer .............................................................................. 49
3.1 Reasons to Reject the Tender Offer ...................................................................................................... 49
3.2. Risk of shareholders from rejecting this Tender Offer ........................................................................... 52
3.3. Other factor for consideration ................................................................................................................ 53
4. The Opnion of the IFA to the business plan and policies of the Tender Offeror .................................. 59
5. Benefit and impact to Shareholders who reject the offer (only for the case that the Tender Offer ...... 62
6. Summary of the Material Information of Any Contract/ Agreement ....................................................... 62
7. The Opinion of the Independent Financial Advisor ............................................................................... 63
Discover Management Company Limited Page 3/65
Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited
This English Translation has been prepared solely for the convenience of the foreign shareholders of Royal
Orchid Hotel (Thailand) Public Company Limited and should not be relied upon as the definitive and official
opinion of the Independent Financial Advisor. The Thai language version of the Opinion of the Independent
Financial Advisor on the Tender Offer is the definitive and official document and shall prevail in all respects
in the event of any inconsistency with the English translation.
Opinion of the Independent Financial Advisor on the Tender Offer for the securities of
Royal Orchid Hotel (Thailand) Public Company Limited
May 24, 2018
DM042/2018
Subject: Opinion of Independent Financial Advisor on the Tender Offer for Securities
Royal Orchid Hotel (Thailand) Public Company Limited
To: Directors and shareholders of Royal Orchid Hotel (Thailand) Public Company Limited
Reference:
1. Resolution of Board of Directors’ meeting of Royal Orchid Hotel (Thailand) Public Company Limited No.
4/2018 held on May 11, 2018
2. Form on annual performance year 2017 of Royal Orchid Hotel (Thailand) Public Company Limited (Form
56-1)
3. Audited financial statements of Royal Orchid Hotel (Thailand) Public Company Limited for the 12 months
ended December 31, 2015-2017 and reviewed financial statements of Royal Orchid Hotel (Thailand) Public
Company Limited for the 3 months ended March 31, 2018
4. Tender Offer (Form 247-4) of the Tender Offeror and amendment version
5. Appraisal report of Royal Orchid Hotel (Thailand) Public Company Limited by Ktac Appraisal and Service
Company Limited
6. Interviews with the management of Royal Orchid Hotel (Thailand) Public Company Limited and related
person
7. Operating Services Agreement, Centralized Services Agreement, Nondisturbance Agreement and System
License Agreement, including related documents and agreement
Disclaimers:
1. In preparing this report, Discover Management Company Limited (“Independent Financial Advisor” or
“IFA”or “DISCOVER”) has relied on information provided by the management of Royal Orchid Hotel
(Thailand) Public Company Limited, the information of the Company disclosed to the public on the
websites of the Securities and Exchange Commission (www.sec.or.th) and the Stock Exchange of
Discover Management Company Limited Page 4/65Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited
Thailand (www.set.or.th) and the information of the Tender Offeror disclosed to the public on the
websites of the Securities and Exchange Commission (www.sec.or.th) and the Stock Exchange of
Thailand (www.set.or.th).
2. IFA shall not be responsible for the profits or the losses and any impacts resulting from this transaction.
3. IFA conducted the study with knowledge, skills, and reasonable professional care.
4. IFA considered and provided opinion based on prevailing market conditions and information. If market
conditions and information change in the future, the results of the study in this report may be affected.
5. IFA, its shareholders, directors and management team bear no relationship to ROH, SCB, SCBS or
GRAND.
The Annual General Meeting of Shareholders of year 2018 of Grande Asset Hotels and Property Public
Company Limited (“Tender Offeror” or “GRAND”) held on April 20, 2018 passed a resolution to approve the
investment of ordinary shares of Royal Orchid Hotel (Thailand) Public Company Limited (“ROH”, ”the Business”,
”the Company”) from its existing shareholders, Starwood Hotels (Thailand) Company Limited (“STARWOOD”)
in the number of 41,250,235 shares with the par value of Baht 10.00 per share, equivalent to 44% of the total
number of paid-up shares of ROH, at the price of Baht 35.00 per share, totaling of 1,443,758,225.00 Baht and
Thai Airways International Public Company Limited (“THAI”) in the number of 22,500,000 shares with the par
value of Baht 10.00 per share, equivalent to 24% of the total number of paid-up shares of ROH, at the price of
Baht 41.00 per share, totaling of 922,500,000.00 Baht which resulted in the Company holding 63,750,235 shares
of ROH in total or equivalent to 68% of the total number of paid-up ROH shares. Since April 25, 2018, the Tender
Offeror has already acquired the shares from STARWOOD and THAI. Because of holding the shares of ROH
more than 50% of the total voting rights, the Tender Offeror is obliged to make a mandatory tender offer for all
of the remaining securities of the Business in accordance to the Notification of the Capital Market Supervisory
Board No. TorChor 12/2011 Re:Rules, Conditions and Procedures for the Acquisition of Securities for Business
Takeovers (“Board No. TorChor 12/2011”). On May 3, 2018, the Company received the copy of the Tender Offer
(“Form 247-4”) which the Tender Offeror intends to make a Tender Offer for all of the remaining securities of
the Business in the number of 29,999,765 shares, equivalent to 32% of the total number of paid-up shares of
ROH, at a price of 41,00 Baht (“Offer Price”)
Discover Management Company Limited Page 5/65Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited
Details of the holding shares of the Tender Offeror
Name Type of Number of % of Total Paid-up % of Total Voting
Shares Shares Shares1/ Rights
I. Tender Offeror Ordinary 63,750,235 68.00 68.00
shares
II. Acting in Concert - - - -
III. Persons Referred to in Section 258 of I and II - - - -
IV.Other conditions that would make person of I to - - - -
III receive more shares
Total 63,750,235 68.00 68.00
Remark: 1/ The Company had 93,750,000.00 totals issued and paid-up shares at par of Baht 10.00 per share
2/ Details as in Form 247-4 dated May 3, 2018
The Tender Offer is for 29,999,765 ordinary shares of the Business, representing 32.00% of total issued
and paid-up shares of the Business and representing 32.00% of total voting rights of the Company with the
following details:
Type of Securities Version Number of Percentage of securities to be purchased Tender Total Tender Offer
securities to Total paid-up Total voting rights of the Offer value (Baht)
be purchased shares of the Company price per
(Share/Unit) Comapny 1/ unit
(Baht)2/
Ordinary shares - 29,999,765 32.00 32.00 41.00 1,229,990,365.00
Preferred shares - - - - - -
Warrants - -
Convertible debentures - - - - - -
Other securities (if any) - - - - - -
Total 29,999,765 Total 32.00 Total 1,229,990,365.00
Remark: 1/ The Business has a total of 93,750,000 shares with par value of Baht 10.00 per share
2/ The Offer Price of ROH’s share is 41.00 Baht (Fourty one Baht). In addition, shareholders who accept the
Tender Offer, are subject to payment of a brokerage fee of 0.25 percent of the Offer Price plus value added
tax (“VAT”) of 7 percent of the brokerage fee. Therefore, the net price to be received by the Offeree will be
40.89 Baht (Forty Baht Eighty Nine Satang) per share.
The Offer Price of the Business’s share is 41.00 Baht (the “Offer Price”) which is the final offer that will
not be changed. The Tender Offer Period will last a total of 45 business days from 8 May 2018 to 10 July 2018,
during the office hours of the Tender Offer Agents from 9:00 a.m. to 4:00 p.m. which is the final period that will
not be extended. The Tender Offeror may reduce the Offer Price or extend the Offer Period in the case of any
event or action that occurs during the Offer Period which causes severe damage to the status or assets of the
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Business and the Tender Offeror may change the Offer or extend the Offer Period to compete with another
Tender Offeror who has submitted a Tender Offer for shares of the Business during the Offer Period. The Tender
Offerors may cancel the Tender Offer upon the occurrence of one or more of the following events 1) any event
or action occurring after the submission of the Tender Offer to the Office of the Securities and Exchange
Commission (the “SEC”) but within the Offer Period which causes or may cause severe damage to the status
or the assets of the Business, where such event or action has not result solely from the actions of the Tender
Offerors or actions for which the Tender Offerors are responsible or 2) any action conducted by the Business
after the submission of the Tender Offer to the SEC but within the Offer Period which causes or may cause a
significant decrease in the value of the Business’s shares or 3) any action conducted by the Business as defined
in the Notification of the Capital markets Supervisory Board No. TorChor.14/2011 Re:Actions exempt of actions
that may affect the result of Tender Offer. The last day that the Offeree is able to revoke its acceptance of the
Tender Offer is the 40th business days of the Offer Period which is at 3 July 2018 and The Offeree is able to
revoke its acceptance of the Tender Offer at the office of the Tender Offer Agent on any business day between
8 May 2018 and 3 July 2018 inclusive during the hours of 9:00 a.m. to 4:00 p.m. (totaling 40 business days).
The Tender Offeror will make payment to the Offeree within 2 business days from the last day of the
Offer Period, which is 12 July 2018 or 2 business day after the final day of any extension (if applicable). The
Offeree can choose the payment method according to the Tender Offer Acceptance Form with the details of
Tender Offer Agent as follow:
Name: SCB Securities Company Limited
Address: 19 SCB Park Plaza 3 (Plaza East), 21st Floor Ratchadapisek Road, Jatujak, Jatujak,
Bangkok 10900
Telephone No: 0-2949-1999
Nonetheless, on 8 May 2018, the Board of Directors’ meeting No.4/2018 passed a resolution to appoint
Discover Management Company Limited (“IFA”,”DISCOVER”) to be Independent Financial Advisor for
providing opinion to the Company’s minor shareholders on May 3, 2018.
For the opinion, DISCOVER considered information from the Tender Offer (Form 247-4) of Royal Orchid
Hotel (Thailand) Public Company Limited dated May 3, 2018, its amendments, information received from the
Company, publicly available information, auditor’s reports, audited financial statements, an asset appraisal
report and interviews with key management persons of the Company. The IFA’s opinion is based on reliance
on information and documents received from the Company and otherwise available to IFA. IFA also considered
current economic conditions and information prevailing at the time of this study. Any significant change in those
factors may impact the Company’s operation and valuation, including the IFA’s opinion and shareholders’
opinions.
Besides the Thai language version of the Opinion of the Independent Financial Advisor, the IFA has
prepared the English Translation solely for the convenience of the foreign shareholders of Royal Orchid Hotel
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(Thailand) Public Company Limited. In the event of any inconsistency with the English translation, the Thai
language version is the definitive and official document.
In considering whether to accept or reject the Tender Offer, shareholders may consider the reasons
and comments on various issues in the IFA presented in this report. The decision to accept or reject is
depending solely on shareholders and the IFA does not have any interest from this Tender Offer and does not
own any shares of ROH.
Therefore, after the consideration of factors affecting the Company and its shareholders mentioned
above, IFA views that the shareholder should reject the Tender Offer of the Tender Offeror because the Offer
Price is inappropriate by using the following six approaches in evaluating the Company’s share price 1) Book
Value Approach 2) Adjusted Book Value Approach 3) Market Price Approach 4) Price to Book Value Approach
5) Price-to-Earnings Ratio Approach and 6) Discounted Cash Flow Approach as shown in the summary table
below.
(Unit: Baht per Share)
Share value Higher (Lower) Higher (Lower) than
Valuation Approach Offer Price
(Baht/Share) than Offer Price Offer Price as %
1) Book Value 10.18 41.00 (30.82) (75.17)
2) Adjusted Book Value 30.72 41.00 (10.28) (25.07)
1/
3) Market Price 36.62 - 36.77 41.00 (4.38) - (4.23) (10.67) - (10.32)
4) Price to Book Value Ratio 23.71 - 31.17 41.00 (17.29) - (9.83) (42.17) - (23.98)
5) Price to Earnings Ratio 92.12 - 125.41 41.00 51.12 - 84.41 124.68 - 205.87
2/
6) Discounted Cash flow 43.32 - 47.03 41.00 2.32 - 6.03 5.65 - 14.71
Remark: 1/ The market price between January 3, 2018 and January 23, 2018 (7-15 working days) before the
announcement of GRAND investment in ROH
2/ Share value of the Company based on WACC between (7.63% - 8.13%)
Each valuation approach has pros and cons and will provide the value of the share differently
as shown below.
1) Book Value Approach will take into account the financial position at any one point of time and
the value of the property as it was recorded, without regard to their ability to earn profits, results of operations
in future, the competitiveness of the company, or the economic and industry overview. Thus, the IFA believes
this valuation method is not suitable for estimating the fair value of the company's shares and may not reflect
the real value of the equity shares of the company.
2) Adjusted Book Value Approach better reflects the net asset value of the company as
compared to Book Value Approach because it incorporates the impact of changes in market value of land and
buildings, machinery, goodwill, patent and brand value resulting in fair value of the company before dividing
with the number of company’s shares. However, this method also does not take into account the ability to earn
profits and operating results in the future. Thus, the IFA believes this method may not reflect the real value of
the equity shares of the company although it can be used as a reference value of the company
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3) Market Price is a market mechanism, which determines price by the supply and demand of
the company's stocks in a traded market. It can reflect the value of the stocks at that time, the fundamentals of
the company and the company's future growth potential of the company as well as the past history of company’s
performance. It can be used as a reference price to reflect the actual price of the shares of the company.
However, the Company’s shares have been holding by 3 major shareholders, totaling of 97.86% of the total
issued and paid-up shares resulted in a very low liquidity. For the past 3 years, the Company has daily trading
volume of 0.002% of total paid-up shares of the Company which limited the minor shareholders from trading at
desirable volume and price. Therefore, market price in this case cannot reflect the intrinsic value of the
shareholders’ equity.
4) Price to Book Value Ratio Approach is taking into account of the company’s financial
statement at one point in time by comparing to the set of referral companies. This approach assumes that the
Company’s capability and potential are comparable among the group of companies. However, this method
does not consider the company’s ability to earn profits and operating results in the future. Furthermore, even if
4 comparable companies (CENTEL, ERW, DTC, and GRAND) are in the same sector with ROH, these
companies have higher asset values and revenue compared to ROH. Furthermore, these comparable
companies have more than 1 hotel in operation and those hotels were distributed across the country resulted
in the large difference in demand and supply management compared to ROH. Thus, the IFA believes this
valuation method is not suitable for estimating the fair value of the Company's shares and may not reflect the
real value of the equity shares of the Company.
5) Price to Earnings Ratio Approach considers current profits of the company by comparing the
average of the price to earnings ratio of the comparable group of companies. This approach is widely used,
and it is based on the assumption that the company’s capability and potential are comparable among the group
of companies. Although the 4 comparable companies (CENTEL, ERW, DTC and GRAND) are in the same sector
with ROH, these companies have higher asset values and revenue compared to ROH. Furthermore, these
comparable companies have more than 1 hotel in operation and those hotels were distributed across the
country resulted in the large difference in demand and supply management compared to ROH. Thus, the IFA
believes this valuation method is not suitable for estimating the fair value of the Company's shares and may not
reflect the real value of the equity shares of the Company.
6) Discounted Cash Flow Approach reflects the Company’s ability to generate profits and the
future cash flow estimated from the future net cash flow based on the historical performance, ability to operate
and generate profit in the future under current economic situation and future operating performance
assumptions of the company. Therefore, the IFA views that this approach is appropriate approach in evaluating
the Company. This approach shall reflect the real value of the Company.
IFA views that the most appropriated method is DCF Approach which has appropriate price range of
ordinary shares between Baht 43.32 – 47.03 per share. Therefore, IFA views that the Tender Offer price at
Baht 41.00 per share is lower than the appropriate price which is inappropriate.
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In addition, shareholders should examine the information in the copy of Tender Offer (“Form 247-4”),
Opinion of the Company on the Tender Offer (“Form 250-2”) and the Opinion of Independent Financial
Advisor on this document, including other attachments as a support information in order to decide whether to
accept or reject the Tender Offer which is based solely on the shareholders. The details supporting the
Opinion of the Independent Financial Advisor are as follow:
1. The Tender Offeror Information (GRAND)
1.1. General Information
Corporate Name : Grande Asset Hotels and Property Public Company Limited
(“GRAND”, “Tender Offeror”)
Head Office : Unit 3203-4, 32nd Floor, Exchange Tower, 388 Sukhumvit Road.,
Klongtoey Sub-district, Klongtoey District Bangkok 10110
Sector : Tourism & Leisure
Nature of Business : Hotel and Real Estate Development
Website : http://www.grandeasset.com
Company Registration No. : 0107546000164
Tel. : 0-2204-9900
Fax. : 0-2204-9996-9
1.2. GRAND Business information in brief
Grande Asset Hotels and Property Public Company Limited is located at unit 3203-4, 32nd Fl., No.
388, Exchange Tower Sukhumvit Road, Klongtoey, Bangkok. GRAND domiciled in Thailand and registered on
April 21, 1988 as Sukhumvit Center Company Limited., so as to engage in hotel business. Further, GRAND
changed the name to P.S. Development Group of Company Limited, and Grande Asset Hotels and Property
Public Company Limited, respectively. On July 7, 2003, GRAND became a public company and was listed on
the Stock Exchange of Thailand on February 10, 2004 as engaged in hotel business, and tourism and leisure
service and changed the name to Grande Asset Hotels and Property Public Company Limited in 29 February
2008.
GRAND has put in place a hybrid business strategy (Hybrid) so as to conduct business in real estate
development for short and medium-term revenue recognition, invest in the hotel business which is investing in
property to achieve long-term revenue recognition. The purpose of such strategies is to reduce dependence
on one business and to add value to business for long term property.
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1.3. Group Structure
Grande Asset Hotels & Property Plc.
Honor Business Co., Owendelle Co., Ltd. Grande Star Co., Ltd. Grande Equity
Ltd. Development Co., Ltd.
Source: 56-1 of GRAND
1.4. Overview of GRAND Business Operation
1.4.1. Real Estate Development Business
GRAND is a real estate developer for residential areas, offices and retail space both vertically and
horizontally such as The Trendy Condominium, Hua Hin Blue Lagoon Resort, Hyde Sukhumvit and Hyde
Sukhumvit 11. GRAND focuses on its investment in prime location of the business areas of Bangkok and tourist
attraction outside Bangkok by deciding the type of project on nature and location of the property being acquired
such as size of land, location, nature of surrounding community and relevant legal restrictions. The current real
estate development projects by Grande Asset Hotels and Property Public Company Limited are as follow:
The Trendy Condominium
This mixed-used type of condominium completed in August 2007, offers various facilities, including
swimming pool, Jacuzzi, sauna room, fitness studio, laundry room and parking space for 736 cars. Nicely
located in Soi Sukhumvit 13, just 70 meters from Sukhumvit Road, The Trendy condominium is divided into three
main parts: Trendy Office (32-storey office building with total 29,850 square meter space; no more units left for
sales as of December 31, 2017.), Trendy Residence (18-storey residential condominium comprises 530 units
totaling 25,375 square meters; sold out as of the date.) and Trendy Plaza (3-storey plaza building for restaurants
and retails with total 10,387 square meter space; two units available for sales with immediate transfer of
ownership as of December 31, 2017).
Hua Hin Blue Lagoon Resort
The resort is divided into two main parts: Blue Lagoon Condominium and Island Villas located adjacent
to the Sheraton Hua Hin Resort & Spa. A magnificent swimming lagoon style pool provides the center piece for
this stunning resort and the villas allowing customers to discover the heavenly Blue Lagoon experience in a
refreshing natural setting. The details of each main parts of the resort are as follow: Blue Lagoon Condominium,
eighteen buildings of three-storey luxurious condominium, are situated on 17 Rai of tropical landscape. Each
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building features 6 units of 148-150 sqm spacious two-bedroom condominium totaling 108 units. The Blue
Lagoon Condominium has been completed and only 3 units available for sales with immediate transfer of
ownership as of December 31, 2017. Island Villa, located on 20 Rai of beautiful tropical gardens, a two-storey
island-style private villa, offers 237 or 267 sqm space for 3 luxurious bedrooms totaling 37 Island Villa
accommodations. The highlight is to offer our valued customers true Island getaway experience nearby Hua
Hin beach. All villas are currently sold out.
Hyde Sukhumvit
This 40-storey high-end residential complex offers one, two and three-bedroom apartment, junior
penthouse and penthouse between 32.03 and 487.63 sqm. The total project value of 454 units is Baht 5 billion.
Hyde Sukhumvit is located directly on Sukhumvit Soi 13 adjacent to Hyatt Regency Bangkok Sukhumvit which
is also our hotel currently under construction. After the completed construction, the ownership transfer to
condominium unit buyers has started since December 26, 2013. Up to the end of the fourth quarter of 2017,
more than 98 percent of the total units have been transferred. The remaining units are large apartments which
are duplex types.
Hyde Sukhumvit 11
Thanks to the great success of Hyde Sukhumvit, GRAND has been inspired to develop a new high-
rise condominium. As many of our target customers have been calling for small to medium-sized residential
units, a land in Soi Sukhumvit 11 was purchased to launch our new Hyde Sukhumvit 11 to meet customers’
needs of living in conveniently located small to medium-sized condominium. The total project value of Hyde
Sukhumvit 11 is Baht 4 billion. It features a 39-storey residential building with fully equipped facilities and a 9-
storey parking building for residential and commercial purposes as well as the rooftop recreation space. The
unique luxury residential complex holding 476 units offers a variety of condominium types, including studio
bedroom, one-bedroom, two-bedroom, three-bedroom, duplex loft, duplex penthouse and villa penthouse. The
area ranges from 27 to 178 sqm, plus 2 units designed for commercial purpose. Since the launch of Hyde
Sukhumvit 11 in the first quarter of 2015, the project has been pre-sold approximately 60% of the total units. As
of December 31, 2017, the project has been completed and there were 372 units available for sales with
immediate transfer of ownership. Hyde Sukhumvit 11 has received overwhelming attention from a great number
of foreign clients. According to our sales records, the number of units purchased by foreign clients is almost
twice as much the number of units purchased by local clients.
1.4.2. Hotel Business
GRAND focuses on investing, developing or acquisition of existing hotels. All GRAND’s hotels are
managed under hotel management contracts. GRAND has contracts with a few world-known experienced hotel
management companies to manage its property. At present, Marriott International is contracted to manage The
Westin Grande Sukhumvit and Sheraton Hua Hin Pranburi Villas whereby Hyatt International Corporation is
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contracted to manage Hyatt Regency Bangkok, Sukhumvit which is now under construction. The details of each
hotel are as follow:
The Westin Grande Sukhumvit
The hotel is located on Sukhumvit Soi 19 near Asoke BTS station and Sukhumvit MRT station currently
managed by Marriott International. The 25-storey leading five-star hotel features 362 rooms with modern
facilities and excellent hotel services such as grand ballroom, conference room, banquet hall, business center,
Vareena spa and Westin Work Out Fitness Studio equipped with modern fitness facilities for those who enjoy
exercise.
Sheraton Hua Hin Pranburi Villas
Sheraton Hua Hin Pranburi Villas is a relaxed getaway to immerse in our luxuriously serene escape,
nestled within an environment of pure relaxation on a seafront. The 53 private pool villas surrounded by lush
tropical gardens and waterways and beautiful beach of Pranburi.
Hyatt Regency Bangkok, Sukhumvit
GRAND’s newest hotel, located on Sukhumvit Soi 13 close to Nana BTS station, is currently under
construction. It features a total of 273 modern rooms. GRAND has appointed Hyatt International Corporation to
manage the hotel once it is ready for service. The hotel is expected to begin operating in mid-2018.
Sheraton Hua Hin Resort & Spa
Sheraton Hotel Hua Hin Resort & Spa, a 5-star resort is run under the brand of Sheraton Hotels &
Resorts by Marriott International. It locates on the quiet beach of Cha Am; only 200 km away from Bangkok
which takes about 2.5 hour-drive. The two-storey building surrounded by a lush garden and greenery altogether
240 rooms including 12 suites in total. However, on 12 October 2017, Honor Business Company Limited;
GRAND’s wholly owned subsidiary sold the hotel to Grande Hospitality Real Estate Investment Trust
(“GAHREIT”) and lease back to hotel from BBL Asset Management as a trustee for operation. Whereby, Honor
Business Company Limited enters into an agreement with Sheraton Overseas Management Corporation (a
company under Marriott International, Inc) to manage the hotel. Currently, GRAND holds 10% in GAHREIT.
1.5. Registered capital and paid-up capital
As at 9 May 2018 GRAND has total registered capital of 5,000,000,000.00 Baht of 5,000,000,000
registered ordinary shares with par value of Baht 1.00 per share and have total of issued and paid-up capital
3,500,377,230.00 Baht.
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1.6. Revenue Structure
Consolidated Financial Statement
2015 2016 2017
Baht million % Baht million % Baht million %
Revenue from hotel operations 1,052.40 75.93 1,079.22 74.23 1,093.20 37.24
Revenue from sales of real estate 286.51 20.67 320.28 22.03 1,195.64 40.73
Gain on sale of assets to trust - - - - 573.44 19.53
Gain on loss of controlling power in subsidiary - - - - 8.75 0.30
Rental income 22.29 1.61 17.85 1.23 16.16 0.55
1/
Other income 24.87 1.79 36.50 2.51 48.61 1.65
Total 1,386.07 100.00 1,453.85 100.00 2,935.80 100.00
Note: 1/ Other income includes interest income, revenue from spa, revenue from forfeiture of reservation, gain from exchange
rate and others
1.7. GRAND Board of Directors
The Company’s Board of Directors as at April 30, 2018 was composed of 12 members, as listed
below:
Order Name Position
1. Mr, Wichai Thongtang Chairman of the Board
2. Dr. Bhichit Rattakul Director
3. Mr. Chainid Adhyanasakul Director
4. Mr. Suradej Narula Director
5. Mr. Vitavas Vibhagool Director
6. Miss Wilawun Leongnarktongdee Director
7. Mr. Amarin Narula Director
8. Mr. Paisit Kaenchan Director
9. Mr. Chaiwat Utaiwan Independent Director / Chairman of Risk Management Committee
10. Mr. Pornchai Kittipanya-ngam Independent Director / Chairman of Audit Committee
Independent Director / Audit Committee / Risk Management
11. Mr. Wattana Suthipinijtham
Committee
12. Dr. Thitipong Nandhabiwat Independent Director/ Audit Committee
Source: 247-4
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1.8. Shareholders of GRAND
List of top 10 shareholders of GRAND as of 9 May 2018 are as follow:
Order Name Number of Shares (Share) Ownership (%)
1. Metro Premier Holding Company Limited/1 1,182,458,657 33.78
2. Property Perfect Public Company Limited /1 341,599,819 9.76
3. Mr. Surachai Ratithong 230,900,000 6.60
4. Citynet Asia Limited/2 206,850,000 5.91
5. Thai Property Public Company Limited/1 191,100,000 5.46
6. Miss Saranya Chaichutaporn 76,968,206 2.20
7. Mr. Tawee Anantarattana 74,023,800 2.12
8. Mr. Vileart Wongapisampho 65,531,090 1.87
9. Mr. Surakit Ratithong 55,000,000 1.57
10. Mr. Theeratat Poolkasame 43,424,115 1.24
Source: Form 247-4
Remarks: /1 Metro Premier Holding Company Limited, Property Perfect Public Company Limited, and Thai Property
Public Company Limited are related listed company. Metro Premier Holding Company Limited is 100%
owned by Thai Property Public Company Limited.Thai Property Public Company Limited is 94.60% owned
by Property Perfect Public Company Limited. Majorshareholders of Property Perfect Public Company
Limited are Adhyanasakul group, Andaman Long Beach Resort Company Limited (100% owned by Resort
Holding Company Limited which is 55.00% owned by Mr.Chaiwat Atsawintarangkun and 45.00% owned
by Methee Tanmanatragul) and The Viriyah Insurance Public company Limited (40% owned by Viriyah
Property Company Limited, which is 71.77% owned by Viriyahphan Group and 19.81% owned by
Pongpipat Group and 10% owned by Muang Boran Company Limited, which is 50.70% owned by
Viriyahphan Group, 14.89% owned by Pongpipat Group and 14.29% Thongtil Group) with a stake of
13.38%, 10.32% and 6.06% respectively.
/2 Citynet Asia Limited became shareholder of GRAND through private placement. City Asia Limited is a
British Virgin Islands registered company based in the United Kingdom engage in business investments
and is governed by the British Virgin Islands Law. The authorized representative of Citynet Asia Limited is
Zeehan Limited and the Ultimate Shareholder of Citynet Asia Limited is Mr. Steven Ong Kay Poon, who
is based in Hong Kong. Moreover, the Company and Citynet Asia Limited have no relationship in terms of
having the same major shareholders, having directors or executives together, having a relationship in the
form of a nominee account. Moreover, the directors and shareholders of the Company do not have
Relationship with Citynet Asia Limited as a director, shareholder, executive or controlling person.
Discover Management Company Limited Page 15/65Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited
1.9. Financial position and performance
1.9.1. GRAND Financial statements
Financial position
2015 2016 2017
Lists
Baht million % Baht million % Baht million %
Assets
Current assets
Cash and cash equivalent 370.90 6.30% 473.69 6.16% 1,411.52 15.20%
Trade and other receivables 53.55 0.91% 43.91 0.57% 83.43 0.90%
Receivable from Revenue Department 37.55 0.64% - 0.00% - 0.00%
Short-term loan to subsidiary and interest receivable - 0.00% - 0.00% - 0.00%
Short-term loan to JV and interest receivable - 0.00% - 0.00% 452.31 4.87%
Inventories 7.51 0.13% 6.66 0.09% 6.94 0.07%
Prepaid expense for real estate development - 0.00% - 0.00% 30.00 0.32%
Cost of real estate development 1,336.39 22.71% 2,017.38 26.24% 2,269.34 24.44%
Other current assets 129.81 2.21% 148.27 1.93% 74.24 0.80%
Total current assets 1,935.71 32.90% 2,689.90 34.98% 4,327.79 46.61%
Non-current assets
Pledged and restricted withdrawal bank deposits 9.29 0.16% 8.83 0.11% 7.19 0.08%
Deposits in other companies share purchase - 0.00% - 0.00% 144.38 1.55%
Investments in subsidiary - 0.00% - 0.00% - 0.00%
Investments in JV - 0.00% - 0.00% 475.14 5.12%
Securities - 0.00% - 0.00% 175.50 1.89%
Advance for acquisition of land - 0.00% 422.00 5.49% - 0.00%
Land held for development - 0.00% 86.23 1.12% 117.12 1.26%
Deposits for hotel construction 60.07 1.02% 177.32 2.31% 85.29 0.92%
Investment properties 37.90 0.64% 31.31 0.41% 24.71 0.27%
Property, plant and equipment 3,411.03 57.98% 3,893.81 50.64% 3,487.10 37.56%
Computer software 27.18 0.46% 21.48 0.28% 15.11 0.16%
Leasehold rights 336.89 5.73% 314.10 4.08% 291.31 3.14%
Compensation guarantee 34.00 0.58% 19.00 0.25% - 0.00%
Lease guarantee - 0.00% - 0.00% 88.00 0.95%
Deferred tax assets 20.32 0.35% 14.89 0.19% 20.72 0.22%
Other non-current assets 11.09 0.19% 10.48 0.14% 25.45 0.27%
Total non-current assets 3,947.77 67.10% 4,999.45 65.02% 4,957.02 53.39%
Total assets 5,883.48 100.00% 7,689.35 100.00% 9,284.80 100.00%
Liabilities
Current liabilities
Short-term loans from financial institutions - 0.00% - 0.00% - 0.00%
Trade and other payables 253.60 4.31% 330.10 4.29% 444.27 4.78%
Bills of exchange payable 1,148.99 19.53% 932.67 12.13% 249.45 2.69%
Short-term loans from related parties and interest payable 172.00 2.92% 40.92 0.53% 149.62 1.61%
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2015 2016 2017
Lists
Baht million % Baht million % Baht million %
Short-term loans from unrelated parties - 0.00% - 0.00% - 0.00%
Current portion of debentures - 0.00% - 0.00% 449.72 4.84%
Current portion of long-term loans
from financial institutions 30.88 0.52% 14.80 0.19% 753.78 8.12%
Deposits received 279.21 4.75% 462.93 6.02% 393.25 4.24%
Income tax payable 0.29 0.00% 12.18 0.16% 60.61 0.65%
Other current liabilities 76.15 1.29% 49.40 0.64% 84.65 0.91%
Total current liabilities 1,961.12 33.33% 1,843.00 23.97% 2,585.34 27.84%
Non-current liabilities
Net off with the current portion
-Debentures - 0.00% 1,345.88 17.50% 2,493.18 26.85%
-Long-term loans from financial institutions 897.77 15.26% 1,479.02 19.23% 468.84 5.05%
Unearned lease right 52.50 0.89% 42.24 0.55% 31.41 0.34%
Provision for long-term employment benefits 51.58 0.88% 54.36 0.71% 62.79 0.68%
Deferred tax liabilities 17.02 0.29% 16.00 0.21% 16.76 0.18%
Other non-current liabilities 7.23 0.12% 6.68 0.09% 3.27 0.04%
Total non-current liabilities 1,026.10 17.44% 2,944.19 38.29% 3,076.25 33.13%
Total liabilities 2,987.22 50.77% 4,787.19 62.26% 5,661.60 60.98%
Shareholders’ equity
Capital
Registered capital 2,889.04 2,889.04 5,000.00
Issued and paid-up capital 2,889.04 49.10% 2,889.04 37.57% 2,889.04 31.12%
Retained earnings (losses)
Appropriate 28.08 0.48% 34.24 0.45% 44.93 0.48%
Unappropriate (20.86) -0.35% (21.12) -0.27% 689.24 7.42%
Total shareholders’ equity 2,896.26 49.23% 2,902.16 37.74% 3,623.21 39.02%
Total liabilities and shareholders’ equity 5,883.48 100.00% 7,689.35 100.00% 9,284.80 100.00%
Profit and loss statements
2015 2016 2017
Lists
Baht million % Baht million % Baht million %
Revenue
Revenue from hotel operations 1,052.40 78.60% 1,079.22 77.11% 1,093.20 47.76%
Revenue from sales of real estate 286.51 21.40% 320.28 22.89% 1,195.64 52.24%
Total revenue from sales and services 1,338.91 100.00% 1,399.50 100.00% 2,288.84 100.00%
Other income ,
Gain from asset disposal to GAHREIT - 0.00% - 0.00% 573.44 25.05%
Gain from the loss in control of subsidiaries - 0.00% - 0.00% 8.75 0.38%
Rental income 22.29 1.66% 17.85 1.28% 16.16 0.71%
Interest Income 1.85 0.14% 3.26 0.23% 14.27 0.62%
Others 23.02 1.72% 33.23 2.37% 34.34 1.50%
Total revenue 1,386.07 103.52% 1,453.85 103.88% 2,935.80 128.27%
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Expenses
Cost of hotel operations 390.12 29.14% 388.83 27.78% 392.05 17.13%
Cost of sales of real estate 137.72 10.29% 100.82 7.20% 692.66 30.26%
Total costs of goods sold 527.85 39.42% 489.65 34.99% 1,084.71 47.39%
Gross profit 811.06 60.58% 909.85 65.01% 1,204.13 52.61%
Selling expenses 186.32 13.92% 127.20 9.09% 214.32 9.36%
Administrative expenses 476.75 35.61% 472.95 33.79% 507.62 22.18%
Depreciation and amortization 232.34 17.35% 251.33 17.96% 230.02 10.05%
Other expenses
Loss from impairment of investments in subsidiary - 0.00% - 0.00% - 0.00%
Total expenses 1,423.25 106.30% 1,341.13 95.83% 2,036.67 88.98%
Profit (loss) before finance cost and income tax expenses (37.18) -2.78% 112.72 8.05% 899.13 39.28%
Finance cost (80.44) -6.01% (79.73) -5.70% (84.10) -3.67%
Profit (loss) before income tax expenses (117.62) -8.78% 33.00 2.36% 815.03 35.61%
Income tax expenses (2.86) -0.21% (27.10) -1.94% (91.98) -4.02%
Net Profit (loss) (120.48) -9.00% 5.90 0.42% 723.05 31.59%
Cash flow statements
2015 2016 2017
Lists
(Baht million) (Baht million) (Baht million)
Cash flows from (used in) operating activities 283.74 (0.40) 738.98
Cash flows from (used in) investing activities (315.75) (1,284.62) (255.92)
Cash flows from (used in) financing activities 164.83 1,387.80 454.77
Net increase (decrease) in cash and cash equivalents 132.83 102.78 937.83
Cash and cash equivalents at the beginning of year 238.08 370.90 473.69
Cash and cash equivalents at the end of year 370.90 473.69 1,411.52
1.9.2. GRAND Financial performance analysis
Revenue
Statements of Comprehensive Income (consolidated)
2015 2016 2017
Baht million % Baht million % Baht million %
Revenue from hotel operation 1,052.40 75.93 1,079.22 74.23 1,093.20 37.24
Revenue from sales of real estate 286.51 20.67 320.28 22.03 1,195.64 40.73
Gain from asset disposal to GAHREIT - - - - 573.44 19.53
Gain from the loss in control of subsidiaries - - - - 8.75 0.30
Rental income 22.29 1.61 17.85 1.23 16.16 0.55
1/
Other income 24.87 1.79 36.50 2.51 48.61 1.65
Total revenue 1,386.07 100.00 1,453.85 100.00 2,935.80 100.00
Remark: 1/ Other income such as interest income, spa business income, income from forfeiture of down payments, foreign
exchange gains and others.
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In 2015, GRAND’s total consolidated revenue was Baht 1,386.07 million which decreased by Baht
3,541.57 million from 2014, accounting for 72.87% and GRAND’s revenue was Baht 1,013 million which
decreased by Baht 3,611 million from 2014, accounting for 78%.
In 2016, GRAND’s total consolidated revenue was Baht 1,453.85 million which increased by Baht 67.79
million from 2015, accounting for 4.89% and GRAND’s revenue was Baht 1,076 million which increased by Baht
63 million from 2015, accounting for 6%.
In 2017, GRAND’s total consolidated revenue was Baht 2,935.80 million which increased by Baht
1,481.95 million from 2016, accounting for 101.93% and GRAND’s revenue was Baht 2,006 million which
increased by Baht 931 million from 2016, accounting for 87%.
Revenue from hotel operation
Revenue from hotel operations of GRAND in 2015 was Baht 1,052.40 million or 75.63% of total revenue,
increased by Baht 227.80 million or 27.63%yoy which derived of the Westin Grande Sukhumvit at Baht 577
million, increased by Baht 143 million or 33%yoy, and the subsidiary hotel; Sheraton Hua Hin Resort & Spa and
Sheraton Hua Hin Pranburi Villas at Baht 475 million, increased by Baht 84 million or 21%yoy. The increased
revenue is due to the increase in the number of tourists and businessmen entering the country in 2015 from
same period last year resulting in hotel customers, occupancy rates and average room rates improved.
Revenue from hotel operations of GRAND in 2016 was Baht 1,079.22 million or 74.23% of total revenue,
increased by Baht 27 million or 3%yoy which derived of the Westin Grande Sukhumvit Hotel at Baht 628 million,
increased by Baht 51 million or 9%yoy, and the subsidiary hotel; Sheraton Hua Hin Resort & Spa and Sheraton
Hua Hin Pranburi Villa was at Baht 451 million or decreased in the amount of 25 million or 5%yoy. The increased
revenue is due to the increase in the number of tourists and businessmen entering the country in 2016 from
same period last year resulting in hotel occupancy rates and average room rates improved. However, the hotels
of the subsidiaries have lower hotel occupancy rates despite of the increasing number of tourists and
businessmen. This is due to the increase of the emerging competitors and the unrest situation in the area where
the hotels of the subsidiaries are located.
Even though there are increasing numbers of tourists and business people during 2017, nonetheless,
numbers of GRAND’s competitors have also increased which drove down the average occupancy rate of
GRAND. However, GRAND’s Revenue from Hotel Business in 2017 was at Baht 1,093.20 million equivalent to
37.24% of total revenue which increased from 2016 at Baht 13.98 million equivalent to 1.30% which derived
from hotel of GRAND the Westin Grande Sukhumvit at Baht 647 million increased from 2016 by Baht 19 million
equivalent to 3% from the favorable increase in average daily rate whereas hotels from subsidiaries company,
Sheraton Hua Hin Resorts and Spa and Sheraton Hua Hin Pranburi Villas, reported the revenue at Baht 447
million equivalent to 41% of the total revenue in which decreased from 2016 at Baht 4 million equivalent to 1%,
Discover Management Company Limited Page 19/65Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited
from both, the decreasing in the average of occupancy rate and the average daily rate on hotels from
subsidiaries company estimated to be 2-3% comparing with the previous year of 2016.
Revenue from sales of real estate
GRAND recognized the revenue from real estate business for the year 2015 totaling Baht 286.51
million, or 20.67% of total revenue, decreased by Baht 3,757.17 million or 92.91%yoy because of the falling
sales volume and house ownership transfer volume of Hyde Sukhumvit from the large sales volume and house
ownership transfer in 2014 since the revenue from real estate business will be recognized when transferring
house ownership, or suite room to buyer. The details are as follow:
Number of Transferred Units Value of Transferred Units in
Project Name in 2015 (Unit) 2015 (Baht million) Remaining Units (Unit)
Hyde Sukhumvit 19 287 15
Hua Hin Blue Lagoon
- - 6
Condominium
The Trendy Condominium - - 2
Total 19 287 23
GRAND recognized the revenue from real estate business for the year 2016 totaling Baht 320.28
million, or 22.03% of total revenue, increased by Baht 33.78 million or 11.79%yoy where GRAND recognized
the aforesaid revenue when transfer of ownership took place to buyers. The details are as follow:
Number of Transferred Value of Transferred Units
Project Name Units in 2015 (Unit) in 2015 (Baht million) Remaining Units (Unit)
Hyde Sukhumvit 5 320 10
Hua Hin Blue Lagoon
- - 6
Condominium
The Trendy Condominium - - 2
Total 5 320 18
GRAND recognized the revenue from real estate business for 2017 at Baht 1,195.64 million or 40.73%
of the total revenue, increased from 2016 by Baht 875.36 million or 273.31%yoy where GRAND recognized the
aforesaid revenue when transfer of ownership took place to buyers. The details are as follow:
Number of Transferred Value of Transferred Units
Project Name Units in 2015 (Unit) in 2015 (Baht million) Remaining Units (Unit)
Hyde Sukhumvit 11 106 893 372
Hyde Sukhumvit 7 280 3
Hua Hin Blue Lagoon
Condominium 3 23 3
The Trendy Condominium - - 2
Total 116 1,196 380
Discover Management Company Limited Page 20/65Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited
Gain from asset disposal to GAHREIT
GRAND recognized the income from trust fund during 2017 at Baht 573.44 million or 19.53% of the
total revenue which resulted from asset disposal of subsidiary company, Sheraton Hua Hin Resorts and Spa to
Trust Fund.
Cost, selling expenses and administrative expenses
In 2015, GRAND’s total consolidated cost and expenses was Baht 1,423.25 million which decreased
by Baht 2,538.43 million from 2014, accounting for 64.07% and GRAND’s total cost and expenses was Baht
919.34 million which decreased by 2,568.81 million from 2014, accounting for 73.64%.
In 2016, GRAND’s total consolidated cost and expenses was Baht 1,341.13 million which decreased
by Baht 82.12 million from 2015, accounting for 5.77% and GRAND’s total cost and expenses was Baht 841.81
million which decreased by 77.55 million from 2015, accounting for 8.43%.
In 2017, GRAND’s total consolidated cost and expenses was Baht 2,036.67 million which increased
by Baht 695.54 million from 2016, accounting for 51.86% and GRAND’s total cost and expenses was Baht
1,622.19 million which increased by 780.38 million from 2016, accounting for 92.70%.
Cost of hotel operations
In 2015, the cost of hotel operations of GRAND increased by Baht 52.55 million or 15.57% with the
increase of Baht 31.87 million or 17.50%yoy from separate financial statement of GRAND. The increase is a
change in the hotel business revenue as aforementioned.
In 2016, the cost of hotel operations of GRAND decreased by Baht 1.29 million with the increase of
Baht 5.49 million or 2.56%yoy from separate financial statement of GRAND. The increase is a change in the
hotel business revenue as aforementioned.
In 2017, the cost of hotel operation of GRAND was Baht 392.50 million, increased by Baht 3.22 million
or 0.83%yoy, such increases derived from those hotels of subsidiaries company at Baht 4 million equivalent to
2% from Sheraton Hua Hin Pranburi Villas at Baht 3 million and Sheraton Hua Hin Resorts and Spa at Baht 1
million. The increasing in costs are mainly due to staff costs such as salary, wage and other benefits which
increased in accordance with numbers of staff. GRAND’s hotel, the Westin Grande Sukhumvit recognized more
of its income while its costs was decreased by Baht 1 million due to increasing in average daily rate on hotel
and efficiency in cost management.
Cost of sales for real estate
In 2015, Cost of sales of real estate of GRAND decreased from Baht 2,465.21 million from 2014, as the
decreasing in salable and transfer volume of condominium units of the Hyde Sukhumvit project as in
aforementioned.
Discover Management Company Limited Page 21/65Opinion of Independent Financial Advisor Royal Orchid Hotel (Thailand) Public Company Limited
In 2016, Cost of sales of real estate of GRAND decreased from Baht 36.90 million from 2015, as the
decreasing in salable and transfer areas of condominium units of the Hyde Sukhumvit project.
In 2017, Cost of sales of real estate of GRAND increased from Baht 591.83 million from 2016 in
accordance with more units transferred from Hyde Sukhumvit 11 and Hua Hin Blue Lagoon.
Selling expense
In 2015, the selling expense of GRAND was at Baht 186 million decreased by Baht 148.29 million or
44.32% from 2014 which mainly due to the decrease in the expenses relating the transfer of ownership and the
decrease advertising and promotion expenses of Hyde Sukhumvit. Nonetheless, GRAND launched the Hyde
Sukhumvit 11; new condominium projects in March 2015 resulting in increase of commission charge,
advertising and sale and marketing,
In 2016, the selling expense of GRAND was at Baht 127.20 million decreased by Baht 59.12 million or
31.73% from 2015, due to the launch of the Hyde Sukhumvit 11; new condominium projects resulting in increase
of commission charge, advertising, design, and sale and marketing.
In 2017, the Selling Expense of GRAND was at Baht 214.32 million increased by Baht 87.12 million or
68.49% from 2016 which mainly due to the increase in the transfer support, advertising and promotion
expenses, including road show of Hyde Sukhumvit 13 and Hyde Sukhumvit 11. Furthermore, there are other
expenses which increased in accordance with the revenue recognized from the units transferred, such as
specific business tax, ownership transfer fee and brokerage fee.
Administrative expenses
In 2015, GRAND changed the accounting standard on rent payment to be straight line. Nonetheless,
the administrative expenses of GRAND was at Baht 476.75 million decreased by Baht 5.39 million or 1.12%
from the previous year which is due to Hyde Sukhumvit: new condominium projects resulting in increase of
administrative expenses, increase of reserve for penalties, increase of reserve tax and penalties from the sale
of the Crowne Plaza Sukhumvit and increase of expenses on the renovation and opening of subsidiary
company: Sheraton Hua Hin villa.
In 2016, even with the increase from management cost and expenses, including property tax,
GRAND's administrative expenses was at Baht 472.95 million, decreased by Baht 3.80 million or 0.80% from
the previous year which is due to the changed in accounting standard on rental payment to be straight line in
2015.
In 2017, the administrative expense of GRAND was at Baht 507.62 million increased by Baht 34.67
million or 7.33% from the previous year which is mainly due to the increase of GRAND’s expenses at Baht 18
million such as staff cost which increased as per the rise of staff members and write-off of deposit seizure in
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