Overview and overall business operations

Power Line Engineering Public Co., Ltd Power Line Engineering Public Co., Ltd was established on July 8th, 1988 by a group of engineers led by Mr. Swake Srisuchart and Mr. Amnuay Kanjanopas, to engage in the services of the design, engineering and installation of mechanical and electrical (M&E) system and civil construction for offices, hotels, complex and plaza buildings, hospitals and factories. To be in line with the company’s expansion, the company was registered to be a public company on August 29th, 2002 and its shares were listed and floated in the Stock Exchange of Thailand on December 12th, 2002. During the past years, the company’s businesses were increased substantially and PLE have invested in several businesses such as Real Estate, Bio-mass 10 MW power plant and joint ventures with foreign companies to engage in construction business in overseas through its subsidiaries and joint venture. Details are as follows:

In the 2016 and the next years, the company has planned to concentrate on bidding for more the government’s projects, which Thai government will provide substantially budget for a number of infrastructure projects i.e. double track trains of the State Railways of Thailand, several routes of MRTA owned by Mass Rapid Transit Authority of Thailand, the expansion of Suwannaphom Airport Phase II. Apart from the government’s projects, the company continues to acquire business from the company’s loyal customers i.e. Central Group, Tesco, CP Group, TCC Group, Prinsiri group, Noble Group, Chulalongkorn University and Rangsit University together with other factories and power plants.

The details of the company and its affiliated companies’ operation are as follows:

Power Line Engineering Public Co., Ltd. (PLE)

The Company offers the services of design, procurement and installation of complete systems for government and private sectors through being main contractor or sub-contractor. The works are generated from direct bidding, business negotiation and in the form of joint ventures and Consortium. The main 5 systems in the services

1. General Civil Construction
2. Electrical System
3. Air Conditioning System
4. Sanitary & Plumbing and Fire Protection System
5. Telecommunication System

PLE International Co.,Ltd (PLEI) ( formerly UNIMA)

Established on July 16, 1987, PLE International Co., Ltd. (PLEI) rendered the services in General Civil Construction for Office buildings, Hospitals, Shopping Complexes, Institutions, Hotels, Industrial Plants and Government facilities. Our government customers include Provincial Water Works, Ministry of Health, and Ministry of Interior etc.

Power Line Engineering Public Company Limited owned 99.99 of PLEI’s shareholding capital in order to engage in civil construction business. In June 2005, PLEI’s registered paid up capital increased from Baht 60 million to Baht 300 million. During the last 3 years, PLEI had not operated its business in a significant basis. It is waiting to collect the debts from outstanding debtors which are under the collection process. Unima has changed its name to PLEI in 2012 and PLE has a plan to use PLEI for oversea business. Furthermore, the company currently has plans to join with potential foreign contractors to participate in bidding of future governmental projects.

Power Prospect Co., Ltd. (PPC)

Established on November 23, 2004 to engage in bio-mass power plant project, Power Prospect Co., Ltd. is a joint venture company engaging in Biomass Co-gen Power Plant Project. PLE held 57.9% of PPC shareholding valued Baht 240.8 million. During the past years, PPC’s performance were losses and booked the accumulated losses resulting in negative net worth of Baht 46.8 million, which PLE had continued its financial support. Therefore PLE’s Board of Directors decided to sell all PPC’s shares to MP Energy Co.,Ltd, a subsidiary of Mirtpol Group and had sold all the shares on February 4th, 2016. The company received the cash payment of Baht 162 million for proceeding this transaction.

Techner Co., Ltd (TN)

Techner Co.,Ltd (TN) was established on March 9th ,1990 with registered paid up capital of Baht 10 million engaging in construction service business. TN is located on 140 Pacific Place One Building, unit 1001, Sukhumvit road, Klong Toey, Bangkok 10110. On 4 June 2005, Power Line Engineering Public Company Limited (PLE)’s Board of Directors approved to invest in TN by holding 50% of TN shares being Baht 5.0 million in order to proceed the government’s low cost housing project approximately valued of Baht 2 billion during the period of 3 years. This low cost housing project will generate the income to PLE based on shareholding basis starting from 2007 to 2008. In August 2007, the company increased its capital to Baht 60 million with paid up capital of Bath 22.5 million of which Baht 11.25 million held/paid by PLE. PLE repaid the Baht 18.75 million shares of TN on August 20th, 2009, therefore, Baht 30 million TN shares owned by PLE was totally and fully repaid. TN entered into the contracts with National Housing Authority (NHA) to construct the 3 low cost housing projects including Lardlum Kaew 974 units, Ayudhraya 4,300 units and Aoung Thong 1,550 units. Currently Lardlum Kaew have been completed and handed over to NHA. The other 2 projects have only 13% progress and in April 2008, NHA had terminated the both projects and also claimed as the 2 bank guarantees totaling value of Baht 280 million from Siam Commercial Bank Plc and the bank guarantee of Baht 79 million from Thai Bank Plc. (being CIMB presently) which were based on the reason that the works under the contracts had no progress and delayed. TN took the dispute issued to Civil Court and currently the sued case is under mediation. The next mediation will be on April 3rd, 2009, which had not found the resolution, therefore, the court set the hearing on July 20 to 23, 2010. In May 2012 the Civil court transferred the cases to Administration court and on August 7th, 2014, the Administration court sent the letter to the company informing that the cases are under the court consideration and expected to have the court verdict in April 2017.PLE had already provided the provision of Baht 283 million for the bank guarantees, which PLE requested the banks for issuing the guarantees for TN.

PLE as TN major shareholder had determined TN”s Managing Director and executive directors to submit the plans for resolving TN’s problems and following TN’s the large debt i.e. Apex Concrete tech Co.,Ltd. for repayment of its debt a.s.a.p. However, during 2008, the managing direct and executive direct did not proceeded as PLE’s request and there has been no progress is solving TN problems. TN had also not submitted the 2008 financial statements for PLE preparing consolidated financials. As a result PLE’s auditor opinioned “qualified” on PLE’s consolidated financials, which discredited PLE. Therefore, PLE has sued TN and its managing director and executive directors on February 26th, 2009 and April 8th,2009 PLE took the criminal case against TN’s managing director and a executive, which currently is under court process. Presently, there are 13 cases being sued under civil and criminal cases against TN’s managing director. The cases are under the first court , appeal court and the supreme court. The first criminal court’s verdict had jail sentence for TN managing director, which currently the case is under the Appeal court. Apart from the mentioned case, The Civil court had sentence TN to pay the debts to PLE, which is under the process of confiscation. The Legal Execution Department had confiscated TN’s lands and proposed for the public auction but there were no bidders interesting in the lands.

Bumrung Muang Plaza Co.,Ltd (BMP)

BMP was established on June 5th, 2003 with Baht 500 million registered capital (paid up only Baht 125 million) and addresses on 611 Bumrung Muang Road, Pumparb, Pumparbsatupai, Bangkok in order to engage in Boa Bae Plaza project, which are 16 floors of building comprising of 6 floors of plaza rental area and 3 floors of rental residential area, 1 floor of ME and 6 floors of parking. Total building areas are 81,939 Sqm including 30,107 Sqm of Plaza, 5,416 Sqm of Office, 14,686 Sqm of residential areas and 31,730 Sqm of Parking.The project is on 30 years leasehold from Red Cross Association. Due to BMP and its former shareholders are not be able to repay its debts from construction to PLE . Therefore they entered in to the agreement with PLE and transferred 85% BMP shares to PLE in order that PLE will complete the construction of project. They also agreed that PLE will have full control and solely manage the BMP until all BMP debts owed to PLE to be settled. On May 3rd, 2006 85% of BMP was registered under the name of PLE. The construction of building has been completed since December 2006 and presently BMP have all permission licenses to operate the building. The delay in selling the space of the project was due to the former shareholders trying to halt the selling by advising PLE that they have found investors to invest in the project several times and these investors will repay all debts with PLE, but never happened. On Novembers 10th , 2008 BMP increased its capital by Baht 500 million to Baht 1.0 billion (paid up capital Baht 625 million) and PLE currently hold 99.99%. During the last year, BMP had launched its sales of the areas several times but it was not successful due mainly to non-cooperation from the existing customers, whom owned the main areas of the project and the marketing conditions. Currently, BMP is on the process of negotiation with these customers to finalize the mutual solution for all parties concerned and plan to launch the selling again in May 2011. During the beginning of 2011, the company was additionally supported by PLE to repurchase the space areas from the existing customers, change the project’s image and develop a new plan for the space selling by changing the project’s name into SOHO. The space selling will began in March 2012. SOHO had been renovated and had soft-opening in March 2013 and the Grand Opening in October 2013. During the past years, their performance was below the expectation, in the 2016, BMP had revenues only Baht 75 million with cost of renting of Baht 24.4 million, the impairment of its lease of Baht 64 million and selling and admin costs of Baht 38.1 million. Therefore BMP booked the net loss of Baht 95.7 million. PLE has a plan to sell BMP to the new investor which the transaction is expected to be completed within 2017.

S A P S 2007 Holding Co., Ltd. (SAPS)

SAPS was established on December 7th, 2007 with the registered paid up capital of Baht 80 million to be PLE’s holding company for investing other businesses, which can generate consistent income to PLE. PLE’s Board of Directors had approved to invest in SAPS with initial investment of Baht 80 million on June 14th, 2007. In 2008 PLE’s board of directors had approved to increase SAPS’s capital by Baht 60 million from Baht 80 million to Baht 140 million is order to invest in SDC. Therefore SAPS’s paid up capital in Baht 140 million and its capital is fully invested in SDC (PLE’s board of directors has approved to further invest in SAPS by Baht 20 million from Baht 140 million to Baht 160 million being 99% owned by PLE on February 27th, 2009. SAPS’s revenue is only derived from the dividend from SDC. On February 29th, 2016 the Broad of Directors have resolved SAPS to transfer all SDC shares to PLE in order that PLE can sell SDC shares to Adamas Incorporation Public Company Limited (ADAM).

Sitharom Development Co., Ltd. (SDC)

SDC was established on June 1st, 2007 with its registered paid up capital of Baht 160 million, which 99.99% of its shares held by SAPS. SDC engage in property development particularly housing project in Udon Thane Province in the prices ranging from Baht 2 million to Baht 3.5 million. The SDC shares owned by SAPS had fully transferred to PLE for Selling to ADAM as per the EGM 1/2016’s resolution dated June 28th, 2016 in the price of Baht 370 million. PLE had the profit of Baht 195 million for proceeding this transaction.

2 Joint Ventures

1. PLE entered into joint venture namely “EMC- POWER LINE Joint Venture” with EMC Public Company Limited with investment ratio of 51:49 on September 22nd, 2009 to acquire the construction project of Chengmai International Convention Center in the value of Baht 1,867 million owned by the Ministry of sports and tourism. The construction is on the process. and the entire construction work will be handed over in March 2012. Presently, the JV is on the closing account process.
2. PLE entered into joint venture namely “PAR Joint Venture” with Ascon Construction Public Company Limited and Roam Nakorn Construction (Thailand) with investment ratio of 35:30:35 in order to acquire the construction project of MRT Purple Line Contract 3 valuing Baht 5,025 million. The construction is on the process. PLE increase its shares to 90% in the JV. The progress of the project construction is 65% and plan to complete in July 2014. In 2014 JV-PAR’s total revenue of Baht 1,799.8 million and net profit of 4.3 million were recorded respectively. At the end of 2015 PAR has already hand over the completed project to MRTA, currently PAR work on the shortlist of defect works and expects to totally collect the final payment of Baht 318.4 million in April 2016. The revenue of claiming variation orders and escalation factors from MRTA were below the expectation and resulted to the substantial loss of Baht 1,120 million from PAR’s operation, which resulted consequently to the company‘s loss at the end of 2015. In 2016, the company had cost of repairing defect works of Baht 6 million during the maintenance and guarantee period.

The company’s development relating to business operation and control for the operations in the 2016 are as follows:

“The investors may have further the company’s information in the form 56-1 annual report in the website : www.sec.or.th or the company website : www.ple.co.th”