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Company Background

CK Power Public Company Limited (the “Company” or “CKP”) was founded by CH. Karnchang Public Company Limited Group (“CH. Karnchang Group”), registered its incorporation on June 8, 2011, with its registered capital of Baht 1,000,000, and with the objective to become the center of CH. Karnchang Group’s focus on investment in the business of production and distribution of electricity generated from various types of energy sources. The Company’s core revenue is derived from dividends from its investments in its subsidiaries and associated companies. The Company registered its conversion into a public company on February 6, 2013, and its ordinary shares were listed as listed securities, and started trading on the Stock Exchange of Thailand (“Stock Exchange”) on July 18, 2013, with its registered capital of Baht 5,500 Million, fully paid-up. On April 10, 2015, the Company registered its capital increase to Baht 9,240 Million. At present, the Company’s registered and paid-up capital amounts to Baht 7,370 Million.

The Company currently invests in six companies operating the business of production and distribution of electricity in three types of power projects, namely, hydroelectric power project, cogeneration power project, and solar power project, with the following investment percentages in three subsidiaries, namely, SouthEast Asia Energy Limited (“SEAN”), representing 56.00 percent, which SEAN invests in Nam Ngum 2 Power Company Limited (“NN2”) representing 75.00 percent, whereby NN2 is the Company’s core company; Bangpa-in Cogeneration Limited (“BIC”), representing 65.00 percent, and Bangkhenchai Company Limited (“BKC”), representing 100.00 percent; and investment in three associated companies, namely, Xayaburi Power Company Limited (“XPCL”), Chiangrai Solar Company Limited (“CRS”), and Nakhon Ratchasima Solar Company Limited (“NRS”), in which the Company invests representing 30.00 percent each.

Most of the power projects invested by the Company have commenced their commercial operations. One project which remains under construction is the Xayaburi Hydroelectric Power Project (“Xayaburi Project”) of XPCL, which is expected for commercial operation commencement in late 2019.

Significant Changes and Development

  • 2011

    • On June 1, 2011, the Board of Directors’ Meeting of CH. Karnchang Public Company Limited (CK) resolved to establish “CK Power Limited” to operate a business as a holding company, in order to restructure the electricity power business under CK’s shareholding to be under the sole umbrella of CKP, in order to accommodate the future expansion.

  • 2012

    • On May 10, 2012, the Company acquired additional 110,112,500 ordinary shares in SEAN from Bangkok Expressway Public Company Limited (BECL) (at present, Bangkok Expressway and Metro Public Company Limited (BEM)), representing 16.67 percent of its registered capital, and as a result, the Company held a total of 361,168,999 shares in SEAN, or representing 54.67 percent of its registered and fully paid-up capital.

    • On June 26, 2012, the Company acquired ordinary shares in two companies operating the business of solar power production and distribution from CK, as follows:

      1) 2,342,498 shares in BKC, representing 100.00 percent of its registered and fully paid-up capital,

      2) 664,500 shares in NRS, representing 30.00 percent of its registered capital, 85.06 percent of which was paid-up.

    • On August 31, 2012, the Company acquired additional 8,809,000 shares in SEAN from TEAM Consulting Engineering and Management Co., Ltd., representing 1.33 percent of its registered capital, thereby resulting in the Company’s shareholding in SEAN totaling 369,977,999 shares, or 56.00 percent of its registered and fully paid-up capital.

    • On December 26, 2012, the Company acquired from CK ordinary shares in two companies, operating the power production and distribution comprising a solar power project and a cogeneration power project, as follows:

      1) 875,250 shares in CRS, representing 30.00 percent of its registered capital, 95.01 percent of which was paid-up,

      2) 63,019,999 shares in BIC, representing 46.00 percent of its registered and fully paid-up capital.

    • On November 28, 2012, the Company’s Extraordinary General Meeting of Shareholders No. 2/2012 resolved to approve the decrease in the registered capital from Baht 9,200 Million to Baht 3,066.70 Million, divided into 306.67 million ordinary shares, at the par value of Baht 10 each. The purpose of such capital decrease was to return the decreased capital to shareholders as per their shareholding proportion. The Company registered the capital decrease on January 11, 2013.

  • 2013

    • On January 2, 2013, the Company acquired additional 26,029,999 shares in BIC, representing 19.00 percent of its registered capital, from Bang Pa-in Land Development Co., Ltd., and as a result, the Company held a total of 89,049,998 shares in BIC, or 65.00 percent of BIC’s registered and fully paid-up capital.

    • On February 4, 2013, the Company’s Extraordinary General Meeting of Shareholders No. 1/2013 resolved to approve the increase of its registered capital from Baht 3,066.70 Million to Baht 4,600 Million, by way of the issuance of new 153,330,000 ordinary shares, at the par value of Baht 10 each, for sale to the existing shareholders in proportion to their shareholding percentages; resolved to reduce the par value per share from Baht 10 per share to Baht 5 per share; concurrently resolved to increase the Company’s registered capital from Baht 4,600 Million to Baht 5,500 Million, by way of the issuance of new 180 million shares, at the par value of Baht 5 each; resolved to allocate the newly issued shares for capital increase for public offering; and resolved to convert the Company into a public company.

    • On February 6, 2013, the Company registered its conversion into a public company and change of its name to CK Power Public Company Limited.

    • On July 18, 2013, the Company started trading its ordinary shares on the Stock Exchange.

  • 2014

    • On April 22, 2014, the 2014 Annual Ordinary General Meeting of Shareholders resolved to grant approval for the Company to transfer the share premium in the amount of Baht 170 Million to compensate for the Company’s deficit in the Company’s separate financial statements.

    • On October 28, 2014, the Company’s Extraordinary General Meeting of Shareholders No. 1/2014 resolved to grant approval for BIC to execute a connected transaction for engagement of CK, the Company’s major shareholder, as EPC Contractor for construction of the Cogeneration Power Project Phase 2 (“BIC2”), with a total value not exceeding Baht 4,310 Million. It was scheduled to start the construction on January 1, 2015, for a period of 29 months, which was expected for completion and commencement of the commercial operation in the middle of 2017.

  • 2015

    On April 9, 2015, the Company’s 2015 Annual Ordinary General Meeting of Shareholders resolved to grant approval as follows:

    • Approval was granted for the Company to acquire XPCL’s 805,830,000 shares from CK, representing 30.00 percent of its registered capital, totaling approximately Baht 4,344 Million, whereby the Company made payment and accepted the transfer of such shares from CK, and was registered as XPCL’s shareholder in replacement of CK on June 9, 2015;

    • Approval was granted for decrease in the par value from Baht 5 to Baht 1 per share and increase in the Company’s registered capital by Baht 3,740 Million, thereby resulting in a total registered capital of Baht 9,240 Million. This capital increase of 1,870 million ordinary shares was to accommodate the issuance and offering for sale of capital increase shares to the existing shareholders in proportion to their shareholding percentage (Rights Offering), and another 1,870 million ordinary shares was to accommodate the exercise of the right to convert the warrants to purchase the Company’s newly issued ordinary shares (CKP-W1) in the amount of 1,870 million units as offered for sale to such existing shareholders. The Company already registered its capital increase and paid-up capital in the amount of Baht 7,370 Million on May 29, 2015. In this regard, the Company started trading its capital increase shares on June 4, 2015 and started trading its warrants to purchase newly issued ordinary shares (CKP-W1) in the amount of 1,870 million units on the Stock Exchange on June 9, 2015. As at December 31, 2017, there was no shareholder exercising such warrants to purchase the newly issued ordinary shares;

    • Approval was granted for dividend payment from the operational results for 2014 at the rate of Baht 0.10 per share, totaling Baht 110 Million, representing the Company’s first dividend payment to its shareholders.

  • 2016

    On April 19, 2016, the Company’s 2016 Annual Ordinary General Meeting of Shareholders resolved to grant approval as follows:

    • Approval was granted for dividend payment from the operational results for 2015 at the rate of Baht 0.0223 per share, totaling Baht 164.35 Million, whereby the dividend payment to shareholders was due on May 16, 2016;

    • Approval was granted for NN2 to execute a connected transaction for engagement of CH. Karnchang (Lao) Co., Ltd. (“CHK”) for improvement of voltage and construction of the 230/500 kV Nabong Substation, in the total amount of Baht 799.85 Million and USD 39.11 Million (exclusive of value added tax), in order to accommodate the power transmission from various projects having the power purchase agreements with the Electricity Generating Authority of Thailand (“EGAT”), which was expected to be completed by May 2018;

    • Approval was granted for issuance and offering for sale of debentures in the total amount not exceeding Baht 10,000 Million or equivalent in other currency. The Company issued and offered the debentures No. 1 on June 17, 2016 to institutional investors and/or high net worth investors, in the total amount of Baht 4,000 Million, with a term of three years, at the interest rate of 4 percent per annum. The type of debentures is unsubordinated and unsecured debentures, bearing names of the holders, with debenture holder representative. The issuer has the early redemption right.

    On September 14, 2016, NN2 entered into the long-term loan agreement with the lending financial institutions for refinancing of existing long-term loans and additional financing for improvement and construction of the Nabong Substation. This achievement resulted in a decrease of NN2’s financial costs and enhanced NN2’s liquidity.

Significant Developments in 2017

  • CKP

    The 2017 Annual Ordinary General Meeting of Shareholders which was held on April 25, 2017, resolved to approve the dividend payment from the operational results for 2016 at the rate of Baht 0.06 per share, totaling Baht 442.20 Million, whereby the dividend payment to shareholders was due on May 18, 2017.
  • NN2

    NN2’s Extraordinary General Meeting of Shareholders No. 1/2017 which was held on July 25, 2017, resolved to grant approval for NN2 to issue and offer for sale the debentures for loan repayment to financial institutions, in the amount and the outstanding value of the debentures not exceeding the existing long-term loan obligations of NN2 owed to financial institutions, in Baht currency and/or equivalent in foreign currency, whereby the debentures would be issued and offered for sale in one or several series, on a single or several occasions. NN2 issued and offered for sale the debentures No. 1 on October 5, 2017 to institutional investors and/or high net worth investors, in the amount of Baht 6,000 Million, divided into the debentures with a term of three years, at the interest rate of 2.59 percent per annum, in the amount of Baht 1,000 Million; the debentures with a term of seven years, at the interest rate of 3.48 percent per annum, in the amount of Baht 1,400 Million; and the debentures with a term of ten years, at the interest rate of 3.69 percent per annum, in the amount of Baht 3,600 Million. The type of debentures is unsubordinated and unsecured debentures, bearing names of the holders, with debenture holder representative. In this regard, NN2 received a corporate credit rating at “A/Stable”, and NN2 received a debenture credit rating at “A-/Stable” from TRIS Rating Co., Ltd.

  • BIC

    On June 29, 2017, BIC2 achieved its commercial operation for sale of electricity to EGAT. BIC2 has its installed capacity of 120 MW, under the Power Purchase Agreement with EGAT in the amount of 90 MW, for a period of 25 years from the Commercial Operation Date, and distributed the remaining electricity to industrial operators in the Bang Pa-in Industrial Estate.

    In July 2017, BIC called for additional ordinary share payment for capital increase for investment in the BIC2 Project, which was fully paid-up, and as a result, BIC’s current registered capital, which was fully paid-up, was Baht 2,705 Million.
  • XPCL

    On December 31, 2017, construction work of the Xayaburi Project progressed totaling 88 percent. XPCL engaged CHK to construct the project and engaged the consultant having expertise in engineering design and development. The Xayaburi Project was expected to commence its commercial operation in 2019 for production and distribution of hydroelectric power to EGAT and EdL.