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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 operates its core business as a holding company by holding shares in other companies engaging in the business of production and distribution of electricity generated from various types of energy. 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 percent, which SEAN invests in Nam Ngum 2 Power Company Limited (NN2) representing 75 percent, Bangpa-in Cogeneration Limited (BIC), representing 65 percent, and Bangkhenchai Company Limited (BKC), representing 100 percent; and in three associated companies, namely, Xayaburi Power Company Limited (XPCL), Chiangrai Solar Limited (CRS), and Nakhon Ratchasima Solar Limited (NRS), in which the Company invests in 30 percent each.

Most of the power projects invested by the Company have commenced their commercial operations. Two projects which remain under construction are the Cogeneration Power Plant Project No. 2 of Bangpa-in Cogeneration Limited (BIC-2), which is expected for commercial operation commencement in 2017, and the Xayaburi Hydroelectric Power Project of Xayaburi Power Company Limited, which is expected for commercial operation commencement in 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 sector under CK's shareholding to be under the sole umbrella of CKP, in order to accommodate the future expansion of the energy business. The significant changes and improvements in the past were as follows:

  • 2012

    • On May 10, 2012, the Company acquired additional 110,112,500 ordinary shares in SouthEast Asia Energy Limited (SEAN) from Bangkok Expressway Public Company Limited (BECL), 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 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 Bangkhenchai Company Limited (BKC), representing 100 percent of its registered and paid-up capital, amounting to Baht 234,250,000, at the price of Baht 225 per share;

      2) 664,500 shares in Nakhon Ratchasima Solar Limited (NRS), representing 30 percent of its registered and paid-up capital, amounting to Baht 221,500,000, at the price of Baht 128.50 per share.

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

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

      1) 875,250 shares in Chiangrai Solar Limited (CRS), representing 30 percent of its registered and paid-up capital, amounting to Baht 291,750,000, at the price of Baht 122.88 per share;

      2) 63,019,999 shares in Bangpa-in Cogeneration Limited (BIC), representing 46 percent of its registered and paid-up capital, at the price of Baht 12.88 per share.

    • The Company's capital restructure was optimized by way of a decrease in registered capital in accordance with the resolution passed by the Company's Extraordinary General Meeting of Shareholders No. 2/2012 which was held on November 28, 2012, by Baht 6,133.30 Million from Baht 9,200 Million. The capital decrease was undertaken to return the decreased capital to the shareholders in proportion to their shareholding percentages, and as a result, the Company's registered capital amounted to Baht 3,066.70 Million, divided into 306.67 million ordinary shares, at the par value of Baht 10 each. 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 percent of its registered and paid-up capital, at the price of Baht 12.88 per share, 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 percent of BIC's registered and paid-up capital, amounting to Baht 1,370 Million.

    • 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, at the price of Baht 40.00 per share; resolved to change the par value 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 and change its name to CK Power Public Company Limited.

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

    • 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 granted 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.

    • The Company's Extraordinary General Meeting of Shareholders No. 1/2014 which was held on October 28, 2014 resolved to grant approval for BIC to execute a connected transaction by signing the Agreement for Engagement of CK, the Company's major shareholder, as EPC Contractor for construction of the BIC-2 Project, with a total contract 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

    The 2015 Annual Ordinary General Meeting of Shareholders which was held on April 9, 2015 resolved to grant approval as follows:

    • Approval was granted for the Company to acquire XPCL’s 805,830,000 shares from CK, representing 30 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 was to accommodate the issuance and offering for sale of capital increase shares (Rights Offering) in the amount of 1,870 million ordinary shares, as well as issuance and offering for sale of warrants to purchase newly issued ordinary shares (CKP-W1) to accommodate the shareholders who subscribed for and made subscription payment of the newly issued ordinary shares in the amount of 1,870 million shares. 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) on the Stock Exchange on June 9, 2015. As at December 31, 2016, 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.

Significant Development in 2016

The 2016 Annual Ordinary General Meeting of Shareholders which was held on April 19, 2016 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 164,351,000 whereby the dividend payment to shareholders was due on May 16, 2016;

  • Approval was granted for NN2 to execute a connected transaction by entering into the agreement 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 799,850,000 and USD 39,113,320 (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. At present, the Company has issued and offered the debentures No. 1/2016 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. The debentures have been offered for sale to institutional investors and/or high net worth investors.

NN2 achieved the refinancing of existing loans. 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.