Golden Tree Annual 2023 EN
Golden Tree Annual 2023 EN
Golden Tree Annual 2023 EN
GT's vision is to become the leading full-service real estate company in Cambodia,
committing to exceptional service standards. We strive for sustainable practices, develop a
collaborative partnership with our clients, empower our teammates and deliver positive
impacts to all people around us.
MISSION
GT's mission is to build a full-service real estate company that delivers positive values to all
our stakeholders. With safety and sustainability in mind, we strive to create an environment
where people can live and work with creativity, collaboration and comfort.
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VALUES
Honesty Integrity Accountability
COMMITMENTS
We commit to winning clientele through leadership in sustainability, innovation,
performance, and services.
We commit to delivering long-term value to our clients, teammates, shareholders, and all
members of society with integrity and sustainability in mind guided by our ESG policy.
We commit to building a community that enhances lives and thrives for generations to
come.
We commit to investing with purpose and working tirelessly to maximize the value of each
and every development.
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Financial Highlight
In KH’000
(*) Due to the changes in account grouping by the management during 2023, some figures have
been reclassified as disclosed in first quarter and second quarter reviewed financial statements of
2023.
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Financial Summary Charts
In KH’000
-10.91% -5.56%
From 2022 From 2022
Q4-2023:
2022: 144,745,584 2022: 121,173,782
-38.40% 75%
From 2022 as of 31 December 2023
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Board of Directors
Mr. HONG UY
Chairman
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STATEMENT FROM
THE CHAIMAN OF THE BOARD OF DIRECTORS
2023 proved to be a challenging year for office landlords, including Golden Tree. On the
macro front, even though Cambodia’s economy is growing at a healthy rate, the investors’
sentiment in real estate is still low. In the office sector, prospective tenants were hesitant to
make real estate decisions due to uncertainties about their office needs, the economy, and
business prospects. For this, the competition is fierce to maintain and attract new tenants. In
addition to current over-supply of the market, this environment made it difficult for office
landlords to operate profitably.
During the year of 2023, we welcomed several tenants into VTrust Tower from an international
fertility clinic to prominent logistic companies. Our diverse tenants mix enhances the value,
appeal, and stability of our tower, as well as creating a vibrant community. We are working
tirelessly to make progress in leasing, increasing the tower’s occupancy and upkeep of its
value through additional investment in facilities and amenities. Evidently, in July 2023, GT
opened and operated one of the international coffee shops in the lobby of the tower to
provide our tenants with a relaxed environment to meet, work and socialize within the tower’s
community.
Related to Amara Residence, our initial plan of launching the Residence in Quarter 4 of 2023
was delayed and is expected to be delayed in the foreseeable future due to the provisional
attachment on the residence. Consequently, this attachment also jeopardized our plan to
convert the residence into a green building. We will resume our plan right away when the
provisional attachment on the residence is resolved in the court. We are currently working
with our legal professionals and related authorities to resolve this case as soon as possible.
On financing strategies, this attachment has jeopardized temporarily on our initial public
offering (IPO) and second trach offering of corporate bond to deleverage our balance sheet.
These initiatives would have reduced our debt facility, and boosted GT’s reputation as a well-
known and investible company. These steps were crucial for GT to ultimately convert itself
into a Real Estate Investment Trust (REIT).
We have taken concrete steps to address these issues. We are in the process of increasing
our capital to immediately improve our fundamentals. We believe that injecting additional
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capital into the company will enhance our financial strength and provide the necessary
resources to overcome the current challenges. This approach aligns with our commitment to
securing the interests of our investors and ensuring the continued growth and success of our
organization.
The year 2024 will be about business stabilization and balance sheet deleverage. we
continue to proactively identify opportunities to crystallize our buildings value. We continue
to provide quality space and focus on operational excellence supporting the real estate
needs of our tenants. We believe our strong tenant relationship, clear strategies and
implementation plans will help us grow sustainably in the future to come.
Even though there are a lot of challenges and uncertainties, we would like to reassure you
that we have taken concrete steps to address those issues. We are focusing on executing
our plan to manage identified risks and keeping the business safter so that it is well positioned
to deliver value when the office market improves. Our team will stay vigilant, flexible and
nimble as we continue to adapt to the ever changing macro and micro-environments. As
we look ahead, we are optimistic about the future of the real estate sector and our company.
We understand the importance of maintaining transparency and will keep you informed
about the progress of these initiatives. We appreciate your ongoing support and trust in our
ability to navigate through these challenges successfully.
In closing, on behalf of the Board of Directors, management team and Golden Tree team, I
would like to take this profound opportunity to thank our tenants, partners, team and all
stakeholders for their trust and support in us. Your continued encouragement and support will
inspire us to add value and deliver on our objectives. We wish you to be safe & healthy.
Mr. HONG UY
Chairman of the Board of Directors
Date: 26 March 2024
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VISION & MISSION I
BOARD OF DIRECTORS v
APPENDIX 50
4. OTHERS
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PART ONE
GENERAL INFORMATION OF
THE LISTED ENTITY
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A. IDENTIFICATION OF THE LISTED ENTITY
B. NATURE OF BUSINESS
Golden Tree Co., Ltd is one of the leading real estate companies in Cambodia. GT provides
services in commercial office lease, residential lease and property management.
GT primarily objectives are to provide best quality and exception service standards for our
tenants. Currently, GT owns two towers in the heart of Phnom Penh most desirable area.
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• Amara Residence, a 25-story
residential building, which GT
purchased in December 2022. The
building is intended to be operated
as the Service Apartment.
During these few years, GT has been embarking on the journey of sustainability. GT recognizes
the important role a building owner can play in fostering the efficient use of resources and
respecting our environment. One of our missions is to implement buildings with high standards
of efficiency and compliance with cutting-edge environmental standards. After VTrust
became a green building, we went further to integrate our financing strategy toward
sustainability by issuing the first green bond in Cambodia. The bond was listed on January 19,
2023 at the Cambodia Securities Exchange (CSX)
2. VTrust Tower
VTrust Tower, a commercial green office building, provides high-quality office space with
sophisticated structure and security. The building is located in the commercial area of Khan
7 Makara and can be accessed via major arterial roads such as Russian Boulevard,
Kampuchea Krom Boulevard, and Charles de Gaulle Boulevard, which all lead to Czech
Republic Boulevard.
The tower is a 12-story office floor and 2-level basement car park. The car parks can
accommodate 138 Cars and 300 motorbikes. Construction of VTrust Tower commenced in
2010 and substantially completed in September 2015 and the business started its operations
in late 2015. The building is built on a parcel of rectangular-shaped land with a land area of
2,557 sqm, with free-hold tenure. The office building’s gross floor area is 25,959 sqm with a net
lettable area of 15,572.50 sqm.
VTrust Tower offices span from the ground floor to the 12th floor with recreational facilities
such as a swimming pool and fitness center located on the fourth floor.
VTrust Tower is equipped with fire safety features and equipment. and security measures such
as fire extinguishers, fire hose reels, smoke detectors, fire alarms, raised flooring, and sprinkler
systems. Fire drill training is conducted every 6 months. VTrust Tower also offers 24/7 Securities
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services with a security guard at each entrance, CCTV cameras, and key access cards for
all 4 passenger elevators.
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The Annual Report of 2023
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• Location
VTrust Tower is an office building in the office-space underserved district of Khan 7 Makara
on Czech Republic Blvd (Street 169). It is located in front of Bak Touk High School within
walking distance of the Olympia City and Olympic Stadium. It is less than 2 kilometers to the
South-west of the Central Business District (CBD) of Phnom Penh by road while the Phnom
Penh International Airport is approximately 9 kilometers to the South-west of the tower by
road, and 1 Km to the Council of The Ministers.
The Tower is located within the immediate vicinity and comprises serviced apartments,
condominiums, single to four-story shophouses, residential areas, purpose-built office
buildings, commercial complexes, government buildings, educational institutions, and
hospitals.
Located in the commercial district of Khan 7 Makara, Vtrust Tower is within walking distance
to various important institutions such as Foreign Trade Bank (FTB), Amaret Micro-finance,
Ministry of Tourism Office, District of Police office, and Phnom Penh International University.
Chip Mong Offices and Olympia City are approximately 700m. Other notable landmarks
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include Delano Business Center, CEO Center, City Mall Shopping Center, Phnom Penh Court
House, Pi Pay Tower, Park Café, and Total and Caltex Petro Stations, to name a few.
Features Description
Fire Prevention The whole building is fully fitted with a hose reel system, break glass
fire alarm system, portable fire extinguishers, fire-rated doors,
emergency lighting, smoke detectors, and heat detectors.
Security Closed-circuit television (CCTV) is installed in various strategic and
critical areas of the tower, with 24-hour security and reception.
Generator Two standby generators in case of a power outage.
3. Amara Residence
In order to expand our business into the Service Apartment Sector, GT bought Amara
Residence in December 20222 for USD 9.2 million.
Amara Residence is a perfect destination for those looking for a serviced apartment in central
Phnom Penh. Residents can stay in comfort and luxury, enjoying the apartment’s modern
and spacious interior design that caters to all needs.
The apartment amenities include 24-hour concierge service, an outdoor pool and sundeck
with beautiful city views, gym access on the 22nd floor and full security.
The Residence is built on a 492 square metres land plot with a total construction area of 8,928
square metres and net leasable area of 5,550 square metres.
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3.1 Location
The Residence is conveniently located in the most sought-after district of the capital of
Phnom Penh on street 41, Tonle Bassac Commune, Chamkarmon District. It is easily accessible
by both Norodom Blvd and Monivong Blvd and surrounded by prominent landmark and
within 30 mins distance such as AEON1, BKK1, The AEON3 and New Airport.
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3.2 Building Floors & Structures
Amara Residence comprises 25 floors above the ground and 2 floor underground.
The two basement floors (B1 and B2) and ground floor area to be used as parking spaces.
The reception is situated on the first floor and office on the second floor. The building
accommodates 101 apartment units, distributed across the 3rd to 21st floors and 23rd to 24th
floors. Each unit has an average size between 37 to 141 square metres.
The Residence provides three types of units with one bedroom, two bedroom and three
bedroom units ranging from a net leasable area of 41 sqm to 136 sqm.
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Type of Units No of Unit Net SQM per Unit Total Net SQM
Unit A1 9 43.43 390.87
Unit A2 9 41.23 371.07
Unit A3 9 42.24 380.16
Unit B1 18 37.71 678.78
Unit B2 18 37.00 666.00
Unit B3 1 92.55 92.55
Unit C 18 59.55 1071.90
Unit D1 5 63.48 317.40
Unit D2 5 63.53 317.65
Unit E-F 7 141.45 990.15
Unit G 2 136.53 273.06
Total 101 5,549.59
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3.3 Upgrading to Green Building
GT believes in building better communities of living by investing to make a positive and lasting
impact on our people, tenants, and stakeholders. We believe in operating our business in a
manner that promotes environmentally friendly by continuously reducing the environment
impact as well as positively contributing to the low carbon economy.
For that reason, to make a bigger impact on fighting climate change, we decide to change
the use of proceeds from our issuance of green bond from refinance VTrust Tower, which is
an existing green building, to refinance and develop Amara Residence into a green building.
This information was announced to the public on 26 June 2023. Please see the
announcement in the appendix.
Unfortunately, our plan is currently postponed due to the provisional attachment by the
Phnom Penh Municipality of Phnom Penh. Please see details in Section G.
None
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D. THE LISTED ENTITY MILESTONES
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E. MARKET SITUATION
Cambodian economy enjoyed a 5.8% GDP growth in 2023 and a declining inflation rate of
about 3% and grow to 4.0% in 2024. Cambodia’s substantial infrastructure spending,
including multibillion-dollar undertakings like ring highways, port extensions, and new
international airports, continue to support the nation's economy.
Cambodia attracted $4.92 billion in fixed-asset investment in 2023, a 22% increase from the
previous year, according to the Council for the Development of Cambodia. The country
approved 268 investment projects, focusing on industries, infrastructure, agriculture, and
tourism. Top three foreign investors in the kingdom last year were from China, Singapore and
Malaysia. Cambodia will be able to attract more investments because both local and
foreign investors see the potential of trade preferences the country has such as the RCEP,
Cambodia-China FTA, Cambodia-Korea FTA and the implementation of the new investment
law.
Cambodia's real estate sector has seen slight improvement in 2023, but the pace of
expansion remains sluggish. Construction and real estate account for 10% of Cambodia's
GDP, making future growth crucial. The demand for residential and commercial properties is
on the rise, especially in major cities like Phnom Penh and Siem Reap. The 17.12 million people
in Cambodia are expected to grow by 1.04 percent in 2024, compared to an annual growth
rate of 1.19 percent in the last decade. The urban population rose at a rate of 3.07 percent
in 2024, compared to an annual growth rate of 3.29 percent in the previous ten years. The
government's extensive investment in infrastructure projects, such as roads, bridges, and
airports, is expected to boost the real estate market.
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Have a look at The Phnom Penh
office market, it is expected to
supply an extra 410,000 square
meters between now and 2026,
with Chamkarmon being the
primary supplier (31%). This excess
supply is expected to cause
vacancies and put downward
pressure on office building rents.
Older office buildings often have much lower rental rates while having inferior facilities,
architecture, and technology. When looking for a longer-term way to boost revenue,
decrease operating expenses, improve asset performance, and prevent obsolescence,
landlords of these aging office buildings can think about asset upgrading.
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Take a look at Serviced Apartment, Following
COVID-19, there was a minor growth in the
expatriate population in Phnom Penh. The
convenience, safety, and close proximity of
serviced flats to places of employment made
them increasingly popular with foreigners.
The prices are less in the outskirts of the city
than in the center city in places like Boeung
Kak, Boeung Keng Kang, Toul Kork, and Toul
Tum Pong. But not all foreigners are drawn to
densely populated areas; Phnom Penh has a
plenty of landed, luxury, and mid-range homes. Typical apartment or condo rental rates are
at least 10% to 30% less. In order to draw a mix of business and leisure visitors for brief stays,
Frasers Hospitality has created two further projects in Phnom Penh: Fraser Residence Leedon
and Capri by Fraser City Centre Phnom Penh. Together, these developments will have over
300 service apartments.
F. COMPETITIVE SITUATION
For VTrust Tower, GT aims to maintain its brand image as a commercial office space with
world-class facilities standards and sustainable design in the prime location of Phnom Penh
City Centre.
VTrust Tower is one of the first commercial office buildings in Phnom Penh to achieve EDGE
certification for its compliance with Excellence of Design in Greater Efficiency, a certification
system developed by the International Finance Corporation, which is part of the World Bank.
Furthermore, the adoption of the ESG practices has been on the rise. Commercial buildings
are no exception. According to CBRE, green is now considered a table stake for most
institutional investors. As a result, the pressure is imminent on building owners and its tenants
to meet ESG goals. GT aims to integrate the concepts of sustainable development with
consideration given to the environment, society and governance (ESG) in order to support
GT’s operations and assets enhancement of both buildings (VTrust Tower and Amara
Residence). We successfully upgraded VTrust Tower to a green building in 2022. GT is also
planning to upgrade Amara Residence into a green building by 2024, but the plan is currently
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postponed due to the provisional attachment by the Phnom Penh Municipality of Phnom
Penh. Please see details on Section G.
1. New Amenity
GT is continually improving the quality of our office communities. One of our priorities is to
provide a physical environment essential to the well-being of our tenants and the success of
their businesses. We continue to build a community where our tenants are able to have the
opportunities to socialize and collaborate within and outside of their businesses.
For that reason, we decided to open a coffee shop in our lobby. We franchised one of the
premium international coffee shops – Glorea Jean’s. The coffee shop was opened in August
2023.
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2. New Tenants
https://www.yusen-logistics.com/
Yes Medical Clinic is a fertility clinic with top-notch technology and international experience
doctors and technicians who are ready to help couples succeed in having children and try
to build their families.
GT would like to congratulate Maersk Cambodia on the 30th year anniversary and Grand
Opening of the new office at VTrust Tower on 04 December 2023.
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Maersk is the world’s largest container shipping company, known for reliable, flexible and
eco-efficient services.
https://www.maersk.com/
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3. Changes of Shareholders and Directors
On 20 June 2023, the Board of Directors and shareholders were called for a extra-ordinary
meeting to decide on
• Changing of the shareholder structure
• Changng of the composition of the Board of Directors
• Amendment on the company’s Memorandum of Association.
As of 28 June 2023, Mr. Kuy Vat has completely sold all his shares and resigned his directorship
from the company.
Furthermore, Mr. Li Liang, and Mr. Ieng Se also resigned their directorship from the Board of
directors on 02 October 2023.
Ms. Pich Eng and Mr. Lor Sok Khim were appointed respectively to the board of directors.
Please appendix on Corporate Governance for detail.
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4. Provisional Attachment Ruling on Amara Residence
As previously announced in the company’s Q3-2023 report, there is an ongoing court case
for the Amara Residence.
During the transfer of ownership of Amara Residence to GT, GT was informed of the
provisional attachment ruling no.275 dated 29 June 2023, issued by the Phnom Penh
Municipal Court of First Instance, which provisionally attaches the properties of Mr. KUY VAT.
This court ruling has temporarily prevented the transfer of ownership over the residential
building to the Company.
GT is seriously and diligently taking legal action to object the court ruling in order to protect
its interest and reputation, as well as to ensure its transparancy and accountability to its
investors and the public.
GT announced this information to the public through Cambodia Securities Exchange website
on 20 November 2023.
Update
GT has submitted the counter-claimed application to the court and is waiting for the date of
the trial.
H. FUTURE PLAN
It is important to highlight that the constraints we have faced as a company over the past
year stemmed from the provisional attachment to the Amara Residence which has
derailed our business expansion and financing strategies.
The attachment delayed our plan of launching the Amara Residence in Quarter 4 of 2023
and is expected to be delayed in the foreseeable future until the provisional attachment is
resolved in the court. Consequently, this attachment also jeopardized our plan to convert
this building into a green building. We are working with our legal professionals and related
authorities to resolve this case as soon as possible.
On financing strategies, this attachment has derailed our initial public offering (IPO) and
second trach offering of corporate bond to deleverage our balance sheet. These initiatives
would have reduced our debt, and boosted GT’s reputation as a well-known and investible
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company. All of these steps are crucial for GT to ultimately convert itself into a Real Estate
Investment Trust (REIT). Without successfully executing our financing plan as described above,
we are facing balance sheet over leverage and resulting in high interest and principal
payment.
Following this issue, the auditor has raised his opinion in the annual audit financial statements
of 2023 regarding our company’s going concern status. We understand the significance of
this matter and want to assure you that we have taken proactive steps to address the
situation.
One key element of our proposed plan is a capital increment. We believe that injecting
additional capital into the company will enhance our financial strength and provide the
necessary resources to overcome the current challenges. This approach aligns with our
commitment to securing the interests of our investors and ensuring the continued growth and
success of our organization.
The shareholders have approved in principle to increase capital during the shareholders’
meeting on 01st November 2023. Nonetheless, as of this date, the new capital increase has
not been completed yet.
Furthermore, for the year 2024, we are focusing on strengthening our business and balance
sheet. Even though the real estate sector currently is facing challenges, it is well-positioned
for growth. We have an exceptional office building which we would like to utilize to its full
value.
We are also working with our principal bank to restructure our term loan to a further maturity
date.
If successful, these efforts not only immediately positively impact on our earnings through
reducing interest expenses, but also enhance the balance sheet. While there is still work
ahead of us, we are confident in our ability to continue to unlock value of this company.
Nonetheless, our ability to fund our immediate operations is dependent upon shareholders’
capital injection and an approval of commercially acceptable term loan restructuring from
our principal bank. If those are unavailable, there will be a material adverse effect on our
business, financial condition, results of operation, and ability to operate as a going concern.
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I. Risk Factors
1. Risk related to continue impact of the high interest rate and inflation
Inflation remains risk confronting financial markets. Thus central banks in the advanced
economy may keep interest rates higher for longer than currently priced; given a high
borrowing cost for Cambodia’s banks. As some of GT’s loans are up for renewal, GT might
not be able to obtain a current interest rate upon renewal.
China contributes the largest portion to Cambodia’s economy. Given Cambodia’s economy
heavily depends on capital inflows and tourists from China, a dramatic slowdown in the
Chinese economy could decrease the economic growth in Cambodia, which could
significantly affect GT’s customers.
Factors like political instability, economic shocks, changes in government law, or social
changes can have material impacts on GT's business operation and profitability.
4. Risk related to the capability of the lessees in making payment of rental, service, and
other fees
There will be a material impact on GT operation and profitability if the financial positions
and capabilities of the lessees are under stress.
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5. Customer concentration risk
If GT's three major tenants move out and GT could not replace them with new lessees, it
would materially impact GT’s operation and financial condition.
6. Competition risk
GT might experience the risk of intense competition in the future due to an increase in new
office buildings. Such an increase in supply might attract tenants to rent other offices,
affecting the occupancy rate, the bargain of space rental rate, and the profitability of GT.
7. Over-supply risk
The oversupply of office space will increase intense competition. The rental rate is under
downward pressure as office building owners continue to offer competitive rents to attract
new tenants and retain their existing tenants.
8. Management risk
Any loss in key personnel would be a loss of experience, knowledge, and expertise, and
replacement of the same is difficult and may be resulted in less operation efficiency, or worst
operation viability of the company.
11. Risk from natural disasters, floods, acts of terrorism, thefts, and other force majeure
events
Natural disasters, floods, acts of terrorism, thefts, and other force majeure events might cause
damage to the core assets of GT, damage or loss of lives, assets of tenants, and clients.
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PART TWO
INFORMATION ON BUSINESS
OPERATIONS PERFORMANCE
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Items included in our financial statements of the company are measured using the currency
of the primary economic environment in which the entity operates. The national currency of
Cambodia is Khmer Riel (KHR). However, as GT transacts its business and maintains its
accounting records primarily in USD, the Board of Directors has determined the USD to be
the company currency for measurement and presentation purposes as it reflects the
economic substance of the underlying events and circumstances of the company.
The transactions of USD amount into KHR as presented in the financial statements are
included solely to comply with the requirement pursuant to the Law on Accounting and
Auditing dated 11 April 2016.
A. BUSINESS OPERATION
As a result of the increased office supplies in the market, most of the operators in the office
industry have faced significant challenges and reduced income. GT is no exception. GT
2023 revenue was declining by -8.03% as compared to 2022.
Q4 2023 Q4 2022
2023 2022 % Change (KH)
USD KHR’000 USD KHR’000 %
Revenue 2,780,367 11,427,309 3,040,257 12,425,530 -8.03
Gross Profit 1,793,222 7,370,143 2,189,839 8,949,872 -17.65
Operating Profit (1,838,255) (2,271,580) 1,626,015 6,645,523 -134.18
EBITDA 1,648,599 6,775,742 2,189,897 8,950,109 -24.29
Net Profit (2,170,720) (8,921,659) 55,429 226,538 -4.038.26
B. REVENUE STRUCTURE
2023 2022
USD KHR’000 % USD KHR’000 %
Rental Income 1,978,845 8,133,053 71.17 2,170,315 8,870,077 71.39
Service Charge 482,176 1,981,743 17.34 573,524 2,343,993 18.86
Utility Income 227,214 933,850 8.17 247,453 1,011,340 8.14
Parking 47,771 196,339 1.72 40,824 166,848 1.34
Other Income 44,361 182,324 1.6 8,141 33,272 0.27
Total 2,780,367 11,427,309 100 3,040,257 12,425,530 100
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PART THREE
CORPORATE GOVERNANCE
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A. ORGANIZATION STRUCTURE
Board of Directors
Internal Audit
Investment Committee
Accounting Manager Investor Relation FP&A Manager Sale & Marketing Admin Manager HR Manager Property Manager
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B. BOARD OF DIRECTORS
Date of Expiry
Appointment
No Name Nationality Designation of Current
Date
Term
Composition of the Board of Directors as of the date of the report
Chairman of the 31 December
1 Mr. Hong Uy Cambodian 14 July 2022
Board of Directors 2024
Oknha Sok Non-Executive
2 Cambodia 20 June 2023 19 June 2026
Piseth Director
Non-Executive 01 November 31 October
3 Ms. Pich Eng* Cambodia
Director 2023 2026
Mr. Lor Sok* Non-Executive 14 February 13 February
4 Cambodia
Khim Director 2024 2027
Mr. King Independent 01 November 31 October
5 Cambodian
Kapkalyan Director 2023 2026
Directors who resigned in 2023
Resigned on
1 Mr. Kuy Vat Cambodia Former Chairman 14 July 2022
20 June 2023
Former Resigned on
2 Mr. Li Liang Cambodia Independent 14 July 2022 02 October
Director 2023
Resigned on
Former Non-
3 Mr. Ieng Se Cambodia 14 July 2022 02 October
Executive Director
2023
(*) Due to some procedure difficulty, Ms. Pich Eng registered as GT’s directors with the Ministry
of Commerce in time.
1. As disclosed in the report of Quarter 2 of 2023, On 20 June 2023, the Board of Directors
and shareholders were called for a special meeting to decide on
• Changing of the shareholder structure
• Changng of the composition of the Board of Directors
• Amendment on the company’s Memorandum of Association.
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During that meeting, Mr. Kuy Vat exited as the shareholder. He resigned from both the
chairmanship and directorship from the Board of Directors. Mr. Hong UY subsequently was
appointed as Chairman of the Board of Directors and Oknha Sok Piseth also was appointed
as Non-Executive Director.
4. Ms Pich Eng and Mr. Lor Sok Khim were appointed as Non-Executive Directors during the
shareholders meeting held on 01 November 2023 and 14 February 2024 respectively.
C. SENIOR OFFICERS
**Chief Business Development Officer is currently vacant. Ms. Siv Sreyneang assumes
the position of this position temporarily on top of her current responsibilities.
Note: For detailed information related to corporate governance, please see attached the
report on corporate governance which is published along this report.
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PART FOUR
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A. INFORMATION ON SECURITIES (DEBT SECURITIES)
Securities JAN FEB MAR APR MAY JUN JULY AUG SEPT OCT NOV DEC
Maximum
N/A
Trading Price (in KHR)
Averag
N/A
e
Minimu
N/A
m
Maximu
N/A
m
Trading Volume (Units)
Averag
N/A
e
Minimum
N/A
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C. CONTROLLING SHAREHOLDER(S) (30% OR MORE)
Shares
No. Shareholder Nationality Type of share
Number Percentage
1 Mr. Hong Uy Khmer 750,000 75% Ordinary Share
2 Oknha Sok Piseth Khmer 250,000 25% Ordinary Share
Total 1,000,000 100% Ordinary Share
www.goldentree.com.kh 32
PART FIVE
www.goldentree.com.kh 33
A. INTRODUCTION
The audit committee of the board herewith the company’s internal auditor provides
independent and advisory services, designed to add value to and improve the operation of
Golden Tree. Since listing its bond on the Cambodia Securities Exchange on 19 January 2023,
GT has been working to establish its internal audit control framework. Nonetheless, as this is
the first year that we have conducted an internal audit, the scope of our work is currently
not comprehensive.
For the financial year of 2023, the audit committee started the process by periodically
analyzing, assessing, and evaluating the quarterly and annual financial statements either
reviewed or audited by the independent auditors. The scope of the work was to evaluate
whether the financial statements for both reviewed and audited by the external auditors
are prepared well according to the CIFRS and to ensure accuracy, transparency and free
of fraud.
During 2023, the internal audit committee of the Board and the internal auditor have
performed some tasks, namely:
1. Review of the financial statements prepared by the management team for all
quarters of 2023 and the financial statements for the year ended 2023 as of 31
December 2023. Please note that both the quarterly and annual reports are either
reviewed or audited by the independent auditor.
www.goldentree.com.kh 34
D. CONCLUSION
The internal audit engagement plan for 2023 was completely achieved and satisfied. The
company’s financial records perform well in accordance with the procedure and
accounting standards.
As the Head of Audit Committee, Mr. King Kapkalyan is absent. He authorizes Mr. Hong Uy,
Chairman of the Board of Directors, to sign this report on his behalf.
www.goldentree.com.kh 35
PART SIX
www.goldentree.com.kh 23
Please refer to the Annex for the interim Financial Statement reviewed by the independent
Auditor.
www.goldentree.com.kh 37
PART SEVEN
www.goldentree.com.kh 38
Golden Tree would like to disclose information of material related parties’ transactions in the
last two years, specifying name, relation between GT and related parties, size of transaction
and the type of interest which arise from that relationship as follow.
During the last 2 years prior to this disclosure document, GT has had a material transaction
with:
• Current shareholder, Chairman of the Board of Directors and Chief Executive Officer
– Mr. Hong Uy. As of 31 December 2023, GT owed Mr. Hong Uy in the amount of USD
4,933,736.
• Former Shareholder and ex-Chairman of the Board of Directors – Mr. Kuy Vat. As of 31
December 2023, Mr. Kuy Vat owed GT in the amount of USD 1,323,256.
In preparation for this bond issuance and strengthening the corporate governance, GT
added three additional directors. Those three additional directors do not have any material
transactions with the Company.
During the last 2 years, GT’s senior officers, with the exception of Mr. Hong Uy (Shareholder,
Chairman of the Board of Directors and CEO), do not have any material transactions with
GT.
None
D. Material transactions with directors or senior officers in relation to the sale and purchase
of the asset or services offered by those individuals
In 2022, GT bought Amara Residence from shareholders - Mr. Hong Uy and Former
Shareholder - Mr. Kuy Vat in the amount of USD 9.2 million.
www.goldentree.com.kh 39
E. Material transactions with persons who have relationship with directors of the company,
its subsidiary or holding company where relationship occurred in the transaction or any
arrangement with the company
During the last 2 years prior to the date of this disclosure document, GT has 2 material
transactions with companies that have relationships with GT’s current director and previous
director. Mr. Kuy Vat is a director of Phnom Penh Securities PLC and United Food Co., Ltd
while Mr. Hong Uy is a former director of United Food Co., Ltd
As of 31 December 2023, United Food Co., Ltd. and Phnom Penh Securities PLC. have owned
a rental fee in the amount of USD 115,146 and USD 36,870 respectively.
As Mr. Kuy Vat exited the company since 20 June 2023. Starting Quarter one of 2024, Phnom
Penh Securities Plc and United Food Co., Ltd are no longer company related parties.
During the last 2 years prior to the date of this disclosure document, GT does not have any
material transactions with any person who were directors or with any person who has relation
with the former directors of GT.
None
G. Material transactions with director receiving any financial or non-financial interest from
those transactions
None
None
www.goldentree.com.kh 40
PART EIGHT
MANAGEMENT’S DISCUSSION
& ANALYSIS
www.goldentree.com.kh 41
The following discussion should be read together with the audited financial statements for
the years ended 31 December 2023 and 2022. These financial statements have been
prepared in accordance with Cambodian International Financial Reporting Standards
(CIFRS) and relevant accounting regulations and guidelines issued by the National
Accounting Council, which are recognized and practiced in Cambodia.
The discussion in this section contains uncertainties and risks with regard to forward-looking
statements or unforeseen events. Thus, investors should read other parts of the Disclosure
Document such as Risk Factors. In case of doubt, investors should seek advice from
professionals.
Items included in our financial statements of the company are measured using the currency
of the primary economic environment in which the entity operates. The national currency of
Cambodia is Khmer Riel (KHR). However, as GT transacts its business and maintains its
accounting records primarily in USD, the Board of Directors has determined the USD to be
the company currency for measurement and presentation purposes as it reflects the
economic substance of the underlying events and circumstances of the company.
The transactions of USD amount into KHR as presented in the financial statements are
included solely to comply with the requirement pursuant to the Law on Accounting and
Auditing dated 11 April 2016, and have been made using the prescribed official exchange
rate based on the following application exchange rate per USD as announced by the
National Bank of Cambodia (NBC)
www.goldentree.com.kh 42
A. OVERVIEW OF OPERATION
1. Revenue Analysis
2023 2022 Variance
USD KHR'000 USD KHR'000 KHR'000 %
Direct Revenue 2,736,006 11,244,985 3,023,116 12,392,258 (1,147,273) -9.26
Costs of Services (942,784) (3,874,842) (842,277) (3,442,386) 432,456 12.56
Gross profit 1,793,222 7,370,143 2,189,839 8,949,872 (1,579,729) -17.65
Other income 44,361 182,324 8,141 33,272 149,052 447.98
Operating and administrative expenses (552,024) (2,268,819) (571,965) (2,337,621) (68,802) -2.94
Impairment (loss)/reversal on (1,838,255) (7,555,228) (7,555,228)
Operating Profit (552,696) (2,271,580) 1,626,015 6,645,523 (8,917,103) -134.18
Finance costs (1,697,923) (6,978,464) (1,368,531) (5,593,186) 1,385,278 24.77
Profit before income tax (2,250,619) (9,250,044) 257,484 1,052,337 (10,302,381) -979.00
Income tax expense 79,899 328,385 (202,055) (825,799) (1,154,184) -139.77
Net profit (2,170,720) (8,921,659) 55,429 226,538 (9,148,197) -4,038.26
Rental Income and service charge decreased due to the decrease of the occupancy rate
from average occupancy rate in 2022 of 83% to the current occupancy rate of 75% as of 31
December 2023.
2023 2022
USD KHR’000 % USD KHR’000 %
Rental Income 1,978,845 8,133,053 71.17 2,170,315 8,870,077 71.39
Service Charge 482,176 1,981,743 17.34 573,524 2,343,993 18.86
Utility Income 227,214 933,850 8.17 247,453 1,011,340 8.14
Parking 47,771 196,339 1.72 40,824 166,848 1.34
Other Income 44,361 182,324 1.6 8,141 33,272 0.27
Total 2,780,367 11,427,309 100 3,040,257 12,425,530 100
www.goldentree.com.kh 43
Other cost of services increased due to an increase in the cost of building preventive
maintenance.
GT takes preventive maintenance seriously. Preventive maintenance prolongs the life of the
equipment, reduces downtime, decreases reactive maintenance requests, and prevents
costly emergency repairs which will lead to increased customer satisfaction.
Gross profit was reduced due to factors mentioned in revenue and cost of services analysis.
Personnel expenses increased due to an increase in staffs’ salaries and benefits, and
additional new hires of higher skill staff in participation of business expansion.
Professional fee decreased due to the decrease of professional fee of the green bond
issuance which GT incurred in 2022.
Marketing expenses increased due to the competitive business landscape in the office
sector which currently is facing an over-supply issue.
www.goldentree.com.kh 44
6. Profit/(Loss) Before Tax
• The financial asset of USD 210,255 as one of our tenants terminated and owed us rental
fee. The amount is a net rental fee owed after deduction of security deposit.
• Fair Value Loss on property and equipment of USD 1,628,000 on Amara Residence due
to
o Worsen economic condition of real estate sector in Cambodia.
o The residence has not generated any revenue.
o Ongoing court case.
o This is a non-cash item.
• The fair value of the residence is sensitive to changes in the significant valuation
assumptions. Changes in the capitalization rates and economic factors would result
in a change to the estimated fair value of the asset.
There was no significant change on the income tax paid for this quarter.
www.goldentree.com.kh 45
8. Factors and Trends Analysis Affecting Financial Conditions and Results
During 2023, the significant factors that drove down GT profit were:
• Decrease in revenue due to the decrease in occupancy rate.
• Additional finance cost related to bank loan from acquiring Amara Residence and
green bond issuance. GT expected Amara to generate revenue in Q4.
• The recognition of impairment on Amara Residence
• The ongoing court case of Amara Residence.
Compared to the company's H1 2023 statistics, which verified a 58 percent occupancy rate
for the first half of this year, this indicates some progress. Furthermore, rental rate is also
stabilized as landlords prefers to offer tenants more perks rather than pricing war.
www.goldentree.com.kh 46
For serviced apartment, according to CBRE, with
a third of the entire supply, Boeung Keng Kang
(BKK) continues to be the most popular
neighborhood in the capital, which now offers
almost 8,200 serviced apartments! By 2026, there
will likely be about 9,000 serviced apartments
available in Phnom Penh overall.
Townsend, chairman, and Lennon, managing director, of CBRE Cambodia have proposed
strategies to address challenges in 2023 and the post-pandemic context, including
strengthening trust laws, implementing first-time buyer incentives, and repositioning real
estate. They highlighted the potential for student accommodation and budget hotels as a
key opportunity for real estate repositioning. Lennon emphasized the importance of seeking
out alternative solutions and embracing Environmental, Social, and Governance (ESG)
considerations to attract and secure foreign investment. Both strategies aim to address the
current market's untapped opportunities.
Non applicable
3. Tax Analysis
As GT listed its bond on January 19, 2023, GT is expected to receive tax incentives according
to stipulation by the Sub-degree no 42 RNKR/BK dated 24 February 2022 on Tax Incentive in
Securities Sector issued by the Royal Government of Cambodia in the next fiscal year of 2024.
Currently, there have been no significant changes in tax regulations in Cambodia that have
had a material impact on our financial performance.
www.goldentree.com.kh 47
C. MATERIAL CHANGES IN SALE AND REVENUE
The revenue of the 31 December 2023 and the comparative period on 31 December 2022
are shown in section A of this section and also in the Reviewed Financial Information of the
Financial Ended 31 December 2023.
There were no material changes in sales and revenue for the period.
GT did not experience any material impact on any fluctuation in the exchange rate between
USD and KHR. Furthermore, the exchange rate between USD/KHR is fairly stable.
GT did not experience any material impact on the interest rate as GT’s bank loan and bond
are fixed interest rate and won’t mature until 2026 and 2027 respectively.
GT did not experience any material impact on commodity prices in this period.
E. IMPACT OF INFLATION
www.goldentree.com.kh 48
Signature of Directors of Listed Entity
Date: 26 March 2024
Mr. HONG UY
Chairman of the Board of Directors
Mr. Hong Uy
Mr. Lor Sok Khim
Representative of Mr. King Kapkalyan
None-Executive Director
Independent Director
The Annual Report of 2023
www.goldentree.com.kh 49
Appendix
www.goldentree.com.kh 50
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
FINANCIAL REPORT
for the financial year ended 31 December 2023
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
TABLE OF CONTENTS
Page
DIRECTORS’ REPORT
The directors hereby submit the report and the audited financial statements of the Company for the financial
year ended 31 December 2023.
DIRECTORS
The names of directors of the Company who served during the financial year and up to the date of this
report are as follows:-
Name Position
Mr. Hong Uy Chairman (Appointed on 28 June 2023)
Mr. Sok Piseth Non-Executive Director (Appointed on 28 June 2023)
Mr. King Kepkalyan Independent Director
Mr. Kuy Vat Chairman (Resigned on 20 June 2023)
Mr. Li Liang Independent Director (Resigned on 2 October 2023)
Mr. Leng Se Non-Executive Director (Resigned on 2 October 2023)
(i) adopt appropriate accounting policies in compliance with Cambodian International Financial
Reporting Standards (“CIFRSs”) which are supported by reasonable and appropriate judgments
and estimates and then apply them consistently;
(ii) comply with the disclosure requirements CIFRSs, if there have been any departures in the
interest of true and fair presentation, ensure that these have been appropriately disclosed,
explained and quantified in the financial statements;
(iii) maintain adequate accounting records and an effective system of internal controls;
(iv) prepare the financial statements on a going concern basis unless it is inappropriate to assume that
the Company will continue its operations in the foreseeable future; and
(v) control and direct effectively the Company in all material decisions affecting its operations and
performance and ascertain that such decisions and/or instructions have been properly reflected in
the financial statements.
STATEMENT BY DIRECTORS
The directors state that, in their opinion, the financial statements set out on pages 8 to 37 are drawn up
in accordance with CIFRSs so as to give a true and fair view of the financial position of the Company
as of 31 December 2023 and of its financial performance and cash flows for the financial year ended
on that date.
Page 1
Crowe (KH) Co., Ltd
Chartered Accountants
Member Crowe International
Unit 4B, 4th floor, K1 Building,
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF #148, Mao Tse Toung Blvd
(St.245) Songkat ToulTompong 2
GOLDEN TREE CO., LTD. Khan Chomkarmon,
(Incorporated in Cambodia) Phnom Penh
Registration No: 00012373 Kingdom of Cambodia
Main +855 23 216 717
Fax +855 23 216 727
www.crowe.com.kh
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS [email protected]
Qualified Opinion
We have audited the financial statements of Golden Tree Co.,Ltd. (“the Company”), which comprise
the statement of financial position of the Company as at 31 December 2023, the statement of profit or
loss and other comprehensive income, statement of changes in equity and statement of cash flows for
the financial year then ended, and notes to the financial statements, including material accounting policy
information, as set out on pages 8 to 37.
In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion section
of our report, the accompanying financial statements give a true and fair view of the financial position
of the Company as at 31 December 2023, and of its financial performance and its cash flows for the
financial year then ended in accordance with Cambodian International Financial Reporting Standards
(“CIFRSs”).
As disclosed in Note 3.3 to the financial statements, the financial statement of the Company have been
prepared on the assumption that the Company will continue as going concern. The application of going
concern basis is based on the assumption that the Company will be able to realise its assets and
discharge its liabilities in the normal course of business.
The events or conditions as set out below indicate the existence of a material uncertainty which may
cast significant doubt about the Company’s ability to continues as going concerns:
(a) during the financial period ended 30 September 2023, the Company breached the repayment
terms of Loan 1 for an amount of USD140,000 due in the month of September 2023, and this
was subsequently settled on 11 November 2023. The Company also requested for a
restructuring of the loan with the lender, of which a moratorium was granted by the lender in
December 2023 for 6 months in respect of the monthly repayment of the Loans 1 and 2. The
moratorium is set to commence from 1 January 2024 to 30 June 2024 for Loan 1 and Loan 2.
Further details are disclosed in Note 11 to the financial statements.
(b) during the financial year ended 31 December 2023, the Company incurred loss after tax of
USD2,170,720. As of that date, the Company’s current liabilities exceeded its current assets
by USD 5,759,977.
We are unable to obtain sufficient appropriate audit evidence to determine whether the use of the going
concern basis in the preparation of the financial statements of the Company is appropriate.
We conducted our audit in accordance with Cambodian International Standards on Auditing ("CISA").
Our responsibilities under those standards are further described in the Auditors' Responsibilities for the
Audit of the Financial Statements section of our report. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Page 3
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF
GOLDEN TREE CO., LTD. (CONT’D)
(Incorporated in Cambodia)
Registration No: 00012373
We are independent of the Company in accordance with the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code) together with the ethical requirements that are relevant to our
audit of the financial statements in the Kingdom of Cambodia, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and IESBA Code.
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements for the current financial year. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
In addition to the matter described in the Basis for Qualified Opinion section, we have determined the
matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter How our audit addressed the Key Audit Matter
The carrying amount of the property and We obtained the valuation report that was relied
equipment as at 31 December 2023, upon by management in determining the
amounted to USD7,856,277. recoverable amount of the property. We evaluated
the competencies, capabilities and objectivity of
During the financial year, the Company the external valuer.
recorded an impairment loss of
USD1,628,000 as a result of the shortfall We discussed with the external valuer to gain an
arising from the recoverable amount of the understanding on the basis of the valuation and the
property as compared to the carrying adjustments applied by the valuer to arrive at the
amount as at 31 December 2023. comparison values for purpose. We also evaluated
the key assumptions applied and methods used by
The focus on the impairment loss of the external valuer in deriving the valuation for the
USD1,628,000 arising from the property property.
and equipment as management has relied
on an external valuer to derive the market We verified the accuracy of the input data provided
value of the property. The determination of by management to the external valuer with respect
the market value of the property, which to the property.
forms the basis of management’s
impairment, is subject to significant
estimates and assumptions made by the
external valuer.
Page 4
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF
GOLDEN TREE CO., LTD. (CONT’D)
(Incorporated in Cambodia)
Registration No: 00012373
Information Other than the Financial Statements and Auditors’ Report Thereon
The directors of the Company are responsible for the other information. The other information comprises
the Directors’ Report, but does not include the financial statements of the Company and our auditors’
report thereon.
Our opinion on the financial statements of the Company does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Company, our responsibility is to read the
Directors’ Report and, in doing so, consider whether the Directors’ Report is materially inconsistent with
the financial statements of the Company or our knowledge obtained in the audit or otherwise appears
to be materially misstated.
If, base on the work we have performed, we conclude that there is a material misstatement of the
Directors’ Report, we are required to report that fact. As described in the Basis for Qualified Opinion
section above, we were unable to obtain sufficient appropriate audit evidence about the going concern
basis in the preparation of the financial statements of the Company was appropriate. Accordingly, we
are unable to conclude whether or not the other information is materially misstated with respect to this
matter.
The Board of Directors is responsible for the preparation and fair presentation of the financial
statements in accordance with CIFRSs, and for such internal control as the Board of Directors
determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not guarantee that an
audit conducted in accordance with CISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Page 5
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF
GOLDEN TREE CO., LTD. (CONT’D)
(Incorporated in Cambodia)
Registration No: 00012373
As part of an audit in accordance with CISAs, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Board of Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
Page 6
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
ASSETS
NON-CURRENT ASSETS
Property and equipment 5 7,856,277 32,092,892 9,553,705 39,332,603
Investment properties 6 22,153,061 90,495,254 22,576,322 92,946,718
Intangible assets 7 13,530 55,270 - -
CURRENT ASSETS
Corporate bond receivable 13 - - 1,474,885 6,072,100
Trade and other receivables 8 1,387,699 5,668,750 436,564 1,797,334
Amounts due from related
parties 21 152,016 620,985 674,458 2,776,744
Cash and cash equivalents 9 6,493 26,524 442,090 1,820,085
LIABILITIES
NON-CURRENT LIABILITIES
Borrowings 11 12,948,739 52,895,599 15,470,690 63,692,831
Lease liabilities 12 34,488 140,883 66,331 273,085
Corporate bond payable 13 1,468,109 5,997,225 1,474,885 6,072,100
Trade and other payables 14 825,353 3,371,567 - -
Amounts due to related
parties 21 4,933,736 20,154,312 - -
Deferred tax liabilities 20 497,706 2,033,129 604,290 2,487,862
The annexed notes form an integral part of these financial statements. Page 8
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
CURRENT LIABILITIES
Trade and other payables 14 539,449 2,203,649 1,279,790 5,268,895
Borrowings 11 6,727,755 27,482,879 4,805,096 19,782,580
Lease liabilities 12 31,844 130,083 29,404 121,056
Corporate bond payable 13 7,137 29,155 2,058 8,473
Amounts due to related
parties 21 - - 5,700,000 23,466,900
The annexed notes form an integral part of these financial statements. Page 9
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
Total comprehensive
(expense)/income for the period (2,170,720) (8,921,659) 55,429 226,538
The (loss)/earnings per share attributable to shareholders of the Company during the year are as
follows:
The annexed notes form an integral part of these financial statements. Page 10
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
(Accumulated
losses)/Retained
Share capital earnings Total equity
USD USD USD KHR’000
The annexed notes form an integral part of these financial statements. Page 11
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
Operating activities
(Loss)/Profit before income tax (2,250,619) (9,250,044) 257,484 1,052,337
Adjustments for:
Depreciation of property and equipment 5 137,155 563,707 132,419 541,196
Depreciation of investment properties 6 435,552 1,790,119 431,401 1,763,136
Amortisation of intangible asset 7 588 2,417 - -
Interest expense 19 1,697,923 6,978,464 1,368,531 5,593,186
Allowance for impairment loss on
- property and equipment 17 1,628,000 6,691,080 - -
- trade receivables 18 210,255 864,148 - -
Investing activities
Purchase of :
- property and equipment 5 (67,727) (276,665) (9,207,666) (37,907,961)
- investment properties 6 (12,291) (50,209) - -
- intangible asset 7 (14,118) (57,672) - -
Financing activities
Proceeds from corporate bond 1,474,885 6,024,905 - -
Interest paid (1,668,356) (6,815,234) (1,359,681) (5,597,807)
Repayment of bank borrowings (599,292) (2,448,108) 2,837,758 11,683,050
Repayment of lease liability 12 (29,403) (120,111) (27,151) (111,781)
Repayment of interest portion of lease 12 (6,597) (27,114) (8,850) (36,170)
(Repayment)/Advance from related
parties (766,264) (3,130,188) 5,700,000 23,466,900
Advance to related parties 522,442 2,134,176 359,026 1,478,110
The annexed notes form an integral part of these financial statements. Page 12
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
1. GENERAL INFORMATION
Golden Tree Co., Ltd (“the Company”) was registered on 12 October 2006 as a private limited
company in the Kingdom of Cambodia.
The Company was approved by the Securities and Exchange Regulator of Cambodia (“SERC”)
to issue Cambodia’s first corporate green bond, which is unsecured, unsubordinated and not
guaranteed on 12 October 2022. The total approved bond size is KHR 12 billion, with a par
value of KHR 100,000 per unit, a 7% annual coupon rate, semi-annual interest payments, and
a 5-years tenure. The bonds were subsequently listed on the Cambodia Securities Exchange
(“CSX”) on 19 January 2023.
The registered office and principal place of business of the Company is at Plot A, Street 169,
Sangkat Veal Vong, Khan 7 Makara, Phnom Penh, Kingdom of Cambodia.
The financial statements of the company are presented in the currency of the primary economic
environment in which the Company operates, which is the functional currency.
The financial statements are presented in US Dollar (“USD”), which is the company’s functional
and presentation currency.
The translation of the USD amounts into Khmer Riel (“KHR”) is presented in the financial
statements to comply with the Law on Accounting and Auditing dated 11 April 2016 using the
closing and average rates for the year then ended, as announced by Accounting and Auditing
Regulator (“ACAR”).
The financial statements are presented in KHR based on the following applicable exchange
rates per USD1:
2023 2022
Amounts in the financial statements have been rounded off to the nearest dollar and nearest
thousand for USD and KHR amounts, respectively.
The financial statements were authorised for issue by the Board of Directors on 26 March 2024.
2. PRINCIPAL ACTIVITY
The principal activity of the Company is the leasing of offices and apartments.
Page 13
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
3. BASIS OF PREPARATION
The financial statements of the Company have been prepared in accordance with the
Cambodian International Financial Reporting Standards (“CIFRSs”).
The National Accounting Council of Cambodia, as mandated by Prakas (Circular) No. 068-
MEF-Pr dated 8 January 2009 issued by the Ministry of Economy and Finance of Cambodia on
the adoption of Cambodian Financial Reporting Standards, has decided to fully adopt
International Financial Reporting Standards (“IFRS”) issued by the International Accounting
Standards Board (“IASB”) without modifications. The new standards are referred to as
“Cambodian International Financial Reporting Standards” (“CIFRSs”).
3.1 During the current financial year, the Company has adopted the following new
accounting standards and interpretations:-
The adoption of the above accounting standards and/or interpretations (including the
consequential amendments, if any) did not have any material impact on the Company’s
financial statements.
Page 14
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
3.2 The Company has not applied in advance the following accounting standards and/or
interpretation(s) (including the consequential amendments, if any) that have been
issued by the International Accounting Standard Board (“IASB”) but are not yet effective
for the current financial year:-
The adoption of the above accounting standards and/or interpretations (including the
consequential amendments, if any) is expected to have no material impact on the
financial statements of the Company upon its initial application.
During the current financial period, the Company incurred a net loss of USD2,170,720
(including allowance for impairment loss on trade receivables USD210,255 which is in
the process of recovery and impairment loss on property and equipment of
USD1,628,000). As at 31 December 2023, the Company’s current liabilities exceeded
its current assets by USD 5,759,977.
The financial statements are prepared on the basis of accounting principles applicable
to a going concern as Mr Hong Uy, one of the major shareholders of the Company, has
indicated his willingness to provide financial support to the Company to enable it to
operate as a going concern in the foreseeable future. Accordingly, the directors are of
the opinion that the going concern basis used in the preparation of the financial
statements is appropriate.
Page 15
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
Management believes that there are no key assumptions made concerning the future,
and other key sources of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year other than as disclosed below:-
The estimates for the residual values, useful lives and related depreciation
charges for the property and equipment are based on commercial factors
which could change significantly as a result of technical innovations and
competitors’ actions in response to the market conditions. The Company
anticipates that the residual values of its property and equipment will be
insignificant. As a result, residual values are not being taken into consideration
for the computation of the depreciable amount. Changes in the expected level
of usage and technological development could impact the economic useful
lives and the residual values of these assets, therefore future depreciation
charges could be revised. The carrying amount of property and equipment as
at the reporting date is disclosed in Note 5 to the financial statements.
There are certain transactions and computations for which the ultimate tax
determination may be different from the initial estimate. The Company
recognises tax liabilities based on its understanding of the prevailing tax laws
and estimates of whether such taxes will be due in the ordinary course of
business. Where the final outcome of these matters is different from the
amounts that were initially recognised, such difference will impact the income
tax expense and deferred tax balances in the period in which such
determination is made. The carrying amount of current tax liabilities as at the
reporting date is USD497,706 (2022 – USD604,290).
The principal accounting policies adopted in the preparation of the financial statements
are set out below. These accounting policies have been consistently applied by the
Company during the year.
Page 16
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
The financial assets are initially measured at fair value. Subsequent to the initial
recognition, the financial assets are remeasured to their fair values at the
reporting date with fair value changes recognised in profit or loss. The fair value
changes do not include interest and dividend income.
The financial assets are initially measured at fair value plus transaction costs
except for trade receivables without significant financing component which are
measured at transaction price only. Subsequent to the initial recognition, all
financial assets are measured at amortised cost less any impairment losses.
The Company has elected to designate the equity instruments as financial assets
through other comprehensive income at initial recognition.
The financial assets are initially measured at fair value plus transaction costs.
Subsequent to the initial recognition, the financial assets are remeasured to their
fair values at the reporting date with fair value changes taken up in other
comprehensive income and accumulated in the fair value reserve, except for the
recognition of impairment, interest income and foreign exchange difference of a
debt instrument which are recognised directly in profit or loss. The fair value
changes do not include interest and dividend income.
The financial liabilities are initially measured at fair value. Subsequent to the
initial recognition, the financial liabilities are remeasured to their fair values at the
reporting date with fair value changes recognised in profit or loss. The fair value
changes do not include interest interest.
The financial liabilities are initially measured at fair value less transaction costs.
Subsequent to the initial recognition, the financial liabilities are measured at
amortised cost.
Page 17
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
(c) Equity
All items of property and equipment are initially measured at cost. Cost includes
expenditures that are directly attributable to the acquisition of the asset and other cost
directly attributable to bringing the asset to working condition for its intended use.
Freehold land is stated at cost less impairment losses, if any and is not depreciated.
Subsequent to initial recognition, all property and equipment are stated at cost less
accumulated depreciation and any impairment losses.
The depreciation method, useful lives and residual values are reviewed, and adjusted
if appropriate, at the end of each reporting period to ensure that the amounts, method
and periods of depreciation are consistent with previous estimates and the expected
pattern of consumption of the future economic benefits embodied in the items of the
property and equipment. Any changes are accounted for as a change in estimate.
Page 18
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
When significant parts of an item of property and equipment have different useful lives,
they are accounted for as separate items (major components) of property and
equipment.
Investment properties are properties which are owned or right-to-use asset held to earn
rental income or for capital appreciation or for both, but not for sale in the ordinary
course of business, use in the production or supply of goods or services or for
administrative purposes.
Investment properties which are owned are initially measured at cost. Cost includes
expenditures that are directly attributable to the acquisition of the investment property.
The cost of self-constructed investment property includes the cost of materials and
direct labour, any other costs directly attributable to bringing the investment property to
a working condition for their intended use and capitalised borrowing costs.
Investment properties are derecognised when they have either been disposed of or
when the investment property is permanently withdrawn from use and no future benefit
is expected from its disposal.
Transfers are made to or from investment property only when there is a change in use.
All transfers do not change the carrying amount of the property reclassified.
Page 19
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
The Company apply the “short-term lease” and “lease of low-value assets”
recognition exemption. For these leases, the Company recognise the lease
payments as an operating expense on a straight-line method over the term of
the lease unless another systematic basis is more appropriate.
The right-of-use assets are depreciated using the straight-line method from the
commencement date to the earlier of the end of the estimated useful lives of
the right-of-use assets or the end of the lease term.
Lease liabilities are initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the
entities’ incremental borrowing rate. Subsequent to the initial recognition, the
lease liabilities are measured at amortised cost and adjusted for any lease
reassessment or modifications.
Basic earnings per ordinary share is calculated by dividing the consolidated profit or
loss attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding during the reporting period, adjusted for own
shares held.
Diluted earnings per ordinary share is determined by adjusting the consolidated profit
or loss attributable to ordinary shareholders of the Company and the weighted average
number of ordinary shares outstanding.
Page 20
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
Accumulated depreciation
Balance at 1 January 2023 - (18,776) (866,035) (884,811)
Depreciation - (168) (136,987) (137,155)
Impairment loss (1,628,000) - - (1,628,000)
Cost
Balance at 1 January 2022 233,474 18,776 1,154,418 1,406,668
Additions 9,200,000 - 7,666 9,207,666
Transfers (233,474) - 57,656 (175,818)
Accumulated depreciation
Balance at 1 January 2022 - (17,687) (734,705) (752,392)
Depreciation - (1,089) (131,330) (132,419)
The Company purchased a new residential building under construction, known as Amara
Residence, from the shareholders for USD9,200,000 on 30 December 2022. The land and
building title deed for Amara Residence is under the names of shareholder, Mr. Hong Uy and a
former shareholder, Mr. Kuy Vat. The title is in the process of being transferred to the Company,
but has not been completed as of 31 December 2023. The delay in the transfer of the title deed
is explained further in Note 25 to the financial statements.
The land and built-up area of Amara Residence is 492 square metres and 8,928 square metres,
respectively. The title to Amara Residence has been used by the Company to secure the loan
(Note 11) with the Foreign Trade Bank of Cambodia.
Page 21
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
During the financial year, the Company has carried out a review of the recoverable amount of
its residential building due to the worsening of the economic condition of the real estate sector
in Cambodia. In addition, the residential building has not generated any revenue due to the still
on-going court case. An impairment loss of USD1,628,000 (2022 - Nil), representing the write-
down of the residential building to the recoverable amount was recognised in “Impairment loss
on property and equipment” line item of the statement of profit or loss and other comprehensive
income as disclosed in Note 17 to the financial statements. The recoverable amount was based
on its fair value less costs to sell. The main valuation inputs used were price per square foot
(determined by a professional valuer using the sales comparison approach for the freehold land
and cost approach for the building) estimated by management of USD7,572,000.
6. INVESTMENT PROPERTIES
Building and Right-of-use
Land structures assets Total
USD USD USD USD
Cost
Balance at 1 January 2023 9,000,000 16,317,321 192,478 25,509,799
Additions - 12,291 - 12,291
Accumulated depreciation
Balance at 1 January 2023 - (2,823,489) (109,988) (2,933,477)
Depreciation - (408,061) (27,491) (435,552)
Cost
Balance at 1 January 2022 9,000,000 16,141,503 192,478 25,333,981
Additions - 175,818 - 175,818
Accumulated depreciation
Balance at 1 January 2022 - (2,419,585) (82,491) (2,502,076)
Depreciation - (403,904) (27,497) (431,401)
Page 22
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
The land title deed is owned by Golden Tree Co., Ltd., which is represented by shareholders
Mr. Hong Uy and Mr. Sok Piseth. This land title deed and building are used by the Company to
secure the loans (Note 11) with the Foreign Trade Bank of Cambodia. The land title deed
number is 15006 dated 6 February 2012. The land is located on plot A, Street 169, village 12,
Sangkat Vealvong, Khan 7 Makara, Phnom Penh.
7. INTANGIBLE ASSETS
2023 2022
USD USD
Cost
Balance at 1 January - -
Addition 14,118 -
Accumulated amortisation
Balance at 1 January - -
Amortisation (588) -
KHR’000 55,270 -
Computer software comprises accounting software and is amortised using the declining
balance method. Amortisation of intangible assets is classified under cost of sales as the
computer software is mainly used in production.
Page 23
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
2023 2023
USD KHR’000
Allowance for impairment losses:-
At 1 January - -
Addition during the financial year (223,850) (914,428)
Reversal during the financial year 13,595 55,536
The amount owed by Mr Kuy Vat (a former shareholder) is unsecured, free of interest with no
fixed terms of repayment.
Mr Hong Uy, a director and shareholder of the Company, has given an undertaking to the
Company that he will undertake the repayment of the amount owed by Mr Kuy Vat in the event
that the Company declares Mr Kuy Vat is in default and unable to repay the amount owed. The
undertaking does not relieve Mr Kuy Vat of any responsibility towards the amount owed by Mr
Kuy Vat to the Company.
Page 24
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
11. BORROWINGS
These borrowings represent facilities from the Foreign Trade Bank of Cambodia (“FTB”),
details of which are as follows:-
(i) Loan 1 which was drawdown in December 2018, with principal amount owing of
USD15,750,000 as at the end of the period. It is repayable via fixed monthly instalment
payment of USD140,000 from January 2019 to January 2023 and USD240,000 from
February 2023 to November 2026, and final payment of USD8,862,204 in December
2026. The loan bore interest at the rate of 8% (2022 : 8%) per annum.
During the financial period, the Company breached the loan agreement by failing to make
the repayment of USD140,000 for the month of September. The monthly instalment due
in September 2023 was subsequently settled on 11 November 2023.
(iii) Overdraft facility which was drawn down in July 2018. The overdraft facility is up to a limit
of USD3,000,000. The overdraft bore interest at the rate of 8% (2022 : 8%) per annum.
Page 25
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
These borrowings represent facilities from the Foreign Trade Bank of Cambodia, details of
which are as follows (cont’d):-
(iv) On 29 December 2023, the Foreign Trade Bank of Cambodia approved a new facility of
USD280,000 which was utilised by the Company to repay the instalments due for
November and December 2023 in respect of Loan 1. This new facility is repayable via 6
monthly interest payment and final payment of USD281,120 in June 2024. The loan bore
interest at the rate of 12% annum (2022 : Nil).
Consequent to the breach of the loan agreement as explained in (i) above, which was not
rectified as at 30 September 2023 nor waiver from compliance obtained from the lender, the
entire borrowings with FTB were subject to recall at the option of the lender as of 30 September
2023. The entire borrowings have been reclassified as current liabilities as of 30 September
2023. However, the breach in the repayment of instalments due for Loan 1 was subsequently
rectified in November and December 2023.
On 29 December 2023 FTB also agreed to a restructuring of Loan 1 and Loan 2 with the
Company. Under the restructuring, a moratorium of six months for the monthly repayment is
set to commence from 1 January 2024 to 30 June 2024 for Loan 1 and Loan 2.
Lease liabilities
Maturity analysis
Less than one year (Current) 31,844 130,083 29,404 121,056
One to five years (Non-current) 34,488 140,883 66,331 273,085
The lease liabilities are in respect of the lease entered into on 1 March 2016, for a land that is
used as parking lot for a period of 10 years.
Page 26
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
On 12 October 2022, the SERC gave its approval for the Company to issue Cambodia's first
corporate green bonds. The bonds are unsecured, unsubordinated and not guaranteed.
Subsequently, the Company received subscriptions to its green bonds. The green bonds were
issued on 6 December 2022 with a total amount of KHR 6,072,100,000. Subscriptions received
were recorded as corporate bond receivables and kept in the Company's subscription account
in a local bank until such time as the SERC approves its listing on the Cambodia Securities
Exchange ("CSX").
On 2 January 2023, SERC approved the Company's green bonds to be listed on the CSX. The
Company transferred the total subscriptions received from its subscription account to the
Company's bank account on the same date.
On 19 January 2023, the green bonds were traded and registered on the CSX. The bond
proceeds are to be utilised to refinance the bank loan of an existing green building (VTrust
Tower) or to finance the acquisition of a new green building. The redemption of the bonds will
be paid to the bondholders at the subscription exchange rate of KHR 4,136: USD 1 at maturity,
which is equivalent to USD 1,468,109. All bond subscribers are non-related parties of the
Company.
The green bonds at the end of the reporting period bore interest at the rate of 7% per annum.
The green bonds is unsecured and will mature on 6 December 2027.
Under the terms of the bonds, there is a cross default clause where a default in the borrowings
of the Company can be considered to be an event of default for the bonds. As mentioned in
Note 11, there was a breach of the loan agreement by failing to make the repayment of Loan 1
from FTB. The breach has been remedied before 31 December 2023.
Page 27
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
Non-current
Customer deposits 825,353 3,371,567 - -
Current
Unearned revenue 2,294 9,371 114,702 472,228
Other payables 109,872 448,827 72,068 296,704
Trade payables 50,676 207,011 45,197 186,076
Customer deposits 356,248 1,455,273 1,028,178 4,233,009
Other tax payables 20,359 83,167 19,645 80,878
15. REVENUE
The Company recognises revenue when (or as) it transfers control over a product or
service to customer. An asset is transferred when (or as) the customer obtains control
of that asset.
The Company transfers control of a good or service at a point in time unless one of the
following overtime criteria is met:-
Page 28
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
(a) The Company transfers control of a good or service at a point in time unless one of the
following overtime criteria is met (cont’d):-
▪ The Company’s performance does not create an asset with an alternative use
and the Company has an enforceable right to payment for performance
completed to date.
(b) The information of the revenue from other sources is summarised below:-
Rental income
Impairment loss on
property and equipment
(Note 5) 1,628,000 6,691,080 - -
Page 29
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
Interest expenses –
borrowings 1,588,466 6,528,595 1,357,623 5,548,605
Interest expenses – lease 6,597 27,114 8,850 36,170
Interest expenses –
Corporate bond 102,860 422,755 2,058 8,411
The minimum tax is calculated at the rate of 1% of the annual turnover inclusive of all taxes.
The prepayment of tax on income is temporarily suspended until the end of year 2022 in
accordance with Prakas No. 1130MEF.Prk dated on 27 October 2017 issued by the Ministry of
Economy and Finance.
The Company’s tax returns are subject to examination by the tax authorities because the
application of tax laws and regulations for many types of transactions is susceptible to varying
interpretations, the amounts reported in the financial statements could change at a later date
upon final determination by the tax authorities.
Page 30
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
A reconciliation between accounting profit before tax and estimated taxable income for the
years ended 31 December 2023 and 2022 follows:
Page 31
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
The movements of deferred tax liabilities in respect of property and equipment as well
as intangible assets during the financial year are as follow:
Page 32
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
Amounts due to
Hong Uy Shareholder 4,933,736 20,154,312 5,700,000 23,466,900
The outstanding balances are unsecured, free of interest with no fixed terms of repayment.
Page 33
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
The Company had the following transactions with related parties during the financial year:
Non-trade
Kuy Vat Former Shareholder
Advance to
shareholder 697,188 2,879,386 - -
Transfer to other
- -
receivables (1,323,256) (5,465,047)
Hong Uy Shareholder
Advance from
227,736 935,995 12,284,023 50,204,802
shareholder
Repayment of
(994,000) (4,085,340) (6,291,484) (25,713,295)
advance
Diluted earnings per share are calculated by adjusting the weighted average number of ordinary
shares outstanding to assume conversion of all dilutive potential ordinary shares.
The Company had no dilutive potential ordinary shares as at the periods ended. As such, the
diluted earnings per share were equivalent to the basic earnings per share.
Page 34
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
Financial assets
Amortised cost
Trade and other receivables* 1,360,144 5,556,188 402,728 1,658,031
Amount due from related parties 152,016 620,985 674,458 2,776,744
Cash and cash equivalents 6,493 26,524 442,090 1,820,085
Financial liabilities
Amortised cost
Trade and other payables** 160,548 655,838 117,265 482,780
Corporate bond payable 1,475,246 6,026,380 1,476,943 6,080,573
Borrowings 19,676,494 80,378,478 20,275,786 83,475,411
Amounts due to related parties 4,933,736 20,154,312 5,700,000 23,466,900
The financial risk management objective of the Company is to optimise value creation for its
shareholders whilst minimising the potential adverse impact arising from volatility of the
financial markets.
The Board of Directors is responsible for setting the objectives and underlying principles of
financial risk management for the Company. The Management then establishes the detailed
policies such as authority levels, oversight responsibilities, risk identification and measurement
and exposure limits in accordance with the objectives and underlying principles approved by
the Board of Directors.
Credit risk is the risk of financial loss to the Company if a counter party to a financial
instrument fails to perform as contracted. The Company is mainly exposed to credit risk
from credit sales. It is the Company’s policy to monitor the financial standing of its
counter parties on an ongoing basis to ensure that the Company is exposed to minimal
credit risk
Page 35
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
The Company’s primary exposure to credit risk arises through its trade receivables from
its customers. The credit period is three months and the Company seeks to maintain
strict control over its outstanding receivables to minimise credit risk. Overdue balances
are reviewed regularly by the Management.
Liquidity and cash flow risk arises from the Company’s management of working capital.
It is the risk that the Company will encounter difficulty in meeting its financial obligations
when they fall due.
The Company actively manages its debt maturity profile, operating cash flows and the
availability of funding so as to ensure that all operating, investing and financing needs
are met. In liquidity risk management strategy, the Company maintains a level of cash
and cash equivalents deemed adequate to finance the Company’s activities for the next
twelve months.
Interest rate risk is the risk that the fair value or future cash flows of a financial
instrument of the Company would fluctuate because of changes in market exchange
rates.
The exposure of the Company to interest rate risk arises primarily from loans and
borrowings. The Company manages its interest rate exposure by closely monitoring
the debt market and where necessary, maintaining a prudent mix of fixed and floating
rate borrowings. The Company does not use derivative financial instruments to hedge
any debt obligations.
Page 36
GOLDEN TREE CO., LTD.
(Incorporated in Cambodia)
Registration No: 00012373
On 28 June 2023, Mr. Kuy Vat is no longer a shareholder of the Company and he is currently
has no role in the Company.
During the transfer of ownership over the land and Amara Residence to the Company, the
Company was informed of the provisional attachment ruling no.275 “G1” D.R, dated 29 June
2023, issued by the Phnom Penh Municipal Court of First Instance, which provisionally attached
the properties of Mr. Kuy Vat. Including Amara Residence which was acquired by the Company.
As a result, this court ruling has temporarily prevented the transfer of ownership over the Amara
Residence to the Company.
In response, the Company is seriously and diligently taking legal action to object to the court
ruling in order to protect its interest and reputation, as well as to ensure its transparency and
accountability to its investors and the public. The legal firm appointed by the Company has
opined that the court proceeding would not result in any direct financial loss to the Company,
other than the legal cost incurred.
Page 37
The Report on Corporate Governance
www.goldentree.com.kh 0
I
TABLE OF CONTENTS
www.goldentree.com.kh 1
PART ONE
SHAREHOLDERS
www.goldentree.com.kh 2
A. SHAREHOLDING STRUCTURE
1. Shareholders’ information
2. Shareholders who are directors, senior officers and employees of the Company
Number of
Shareholders Number of shares Percentage
shareholders
Directors 1 250,000 25%
Senior officers 1 750,000 75%
Employees
Total 2 1,000,000 100%
Mr. Hong Uy is a shareholder, Chairman of the Board director and Chief Executive Officer of
Golden Tree. He holds 750,000 shares at 75% of the total shares outstanding.
Mr. Sok Piseth is a shareholder and Non-executive director. He holds 250,000 shares at 25% of
the total shares outstanding.
www.goldentree.com.kh 3
B. SHAREHOLDERS’ PROTECTION AND RIGHTS
1. Shareholders’ rights
2. Protection of shareholders’ rights and the Company’s practice of the protection of the
shareholders’ rights
The rights of shareholders are protected under the company’s Article of Incorporation,
Prakas on Corporate Governance of the listed companies by SERC, and any relevant laws
and regulations.
All shareholders of the same class shall be treated equally, including minority shareholders
and foreign shareholders. Number of votes and their voting right will be respected according
to their classes of shares. GT will ensure to not perform any acts which will lead to unfair
treatment to shareholders.
The shareholders who hold minority shares are entitled to the same rights protection as the
other shareholders as described above.
www.goldentree.com.kh 4
C. GENERAL MEETING OF SHAREHOLDERS
The Board of Directors shall convene the annual general shareholders’ at least one per fiscal
year in order to consider the Company’s operating performance, approval of dividend
payments, appointment of the Board of Directors, and other issues that require approval by
the shareholders.
The general shareholders can be called by the Chairman of the BOD, upon request by 51%
of directors or upon request by shareholders holding at least 51% of total voting right.
Type of
No. Date Quorums Agenda Resolutions
meeting
1 20 June 2023 GMS 100% 1. Resignation of Mr. Kuy Vat from Approved
both Chairman of the Board of Vote: 100%
Directors and directorship.
2. Appointment of Mr. Hong Uy as
new Chairman of the Board of
Directors.
3. Appointment of Mr. Sok Piseth
as Non-executive director of
the company.
4. Share Transfer of Mr. Kuy Vat Approved
• 250,000 shares to Mr. Sok Vote: 100%
Piseth
• 250,000 shares to Mr. Hong
Uy
• Mr. Kuy Vat exited the
company as shareholder.
• Mr. Sok Piseth joined GT as a
new shareholder.
www.goldentree.com.kh 5
5. Amendment of Memorandum
of Association
2 01 GMS 100% 1. Principle approval of the Approved
November capital increase to USD 10 Vote: 100%
2023 million
2. Appointment of Ms. Pich Eng as Approved
non-executive director Vote: 100%
3. Reappointment of Mr. King Approved
Kapkalyan as Independent Vote: 100%
Director and Chairman of the
Audit Committee
4. Appointment of Mr. Sok Piseth Approved
as Chairman of the Nomination Vote: 100%
& Renumeration Committee
3 12 GMS 75% No resolution adopted
December
2023
D. DIVIDEND DISTRIBUTION
1. Dividend policy
Golden Tree Co., Ltd (the “Company”) intends to pay dividends to its shareholders and will
use the guidelines herein to determine and pay such dividend as is approved by
shareholders and announced by the Board of Directors, subject to any provisions in the
company’s article of incorporated and any legal obligation.
Dividends can be distributed to its shareholders from its distributable profits. The total
dividend payment cannot exceed the accumulated total retain earnings.
The company board of directors shall be responsible for the recommendation of the
amount and timeline for the declaration and payment of dividends. This proposal must be
approved by the majority of shareholders.
• Factor considered determining the amount of dividend
• The recognition of profit and availability of cash for distribution
• Any liabilities and debt payment requirements by which the company is bound from
time to time
• The anticipated future obligation and earnings of the company
• The operating and investment plans of the company
• Overall political, economic, social, and technological situation and financial stability
of the company.
• Dividend payout in the industry
• Any applicable debt covenants, and
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• Any relevant applicable laws and regulations.
The Company will not declare any Dividends where the law prevents such payment and if
there are reasonable grounds for believing that the Company is or would be, after a
Dividend payment, unable to pay.
The policy will be subject to change if the factors above have significantly changed, and
the Board of Directors considers it suitable and appropriate to propose to the shareholders.
The new dividend policy shall be approved by most shareholders before taking effect.
None
Note
The company issued and listed its green bond successfully on 19 January 2023. Thus, the
company paid interest to the bondholders twice in 2023 as follow:
No Description Amount
1 Bond Types Green, Unsecured, Unsubordinated in form
2 Number of Bonds 60,721
3 Total Payment KHR 191,900,158 ≈ USD 46,397.52*
4 WHT Amount KHR 5,757,004 ≈ USD 1,391.93*
* USD 1 = KHR 4,136
No Description Amount
1 Bond Types Green, Unsecured, Unsubordinated in form
2 Number of Bonds 60,721
3 Total Payment KHR 212,523,500≈ USD 51,383.82*
4 WHT Amount KHR 6,375,705≈ USD 1,541.51 *
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PART TWO
BOARD OF DIRECTORS
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A. BOARD OF DIRECTORS
(*) Due to some procedure difficulty, Ms. Pich Eng and Mr. Lor Sok Khim have not been
registered as GT’s directors with the Ministry of Commerce in time.
2. Directors’ Biography
Name &
Nº Experiences
Position
1 Mr. Hong Uy With almost 25 years of working experience, Mr. Hong Uy currently is a
shareholder, Chairman and CEO of Golden Tree Co., Ltd.
Chairman
As a veteran in Cambodia’s business field, Mr. Uy’s experience is
ranging from the food industry and textile industries to the real estate
industry. He was a director of business planning at Taiwan Kam-Huwa
and 3 other prominent factories.
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In real estate, Mr. Uy has extensive experience in building
development, facilities management, business planning, and
consulting services.
2 Mr. Sok Piseth Mr. Sok Piseth currently is a shareholder and non-executive director of
Golden Tree. He is the co-founder and chief executive officer of
Non- GGear Group Company Limited.
executive
director He graduated from Royal University of Law and Economics (RULE) with
a bachelor’s degree in informatics economics and from Royal
University of Phnom Penh (RUPP) with a bachelor’s degree in
education focused on teaching English as a foreign language (TEFL).
In 2016, he also graduated with an MBA from Australia’s Charles Sturt
University.
In 2007, he opened his first business, Toys & Me, which is Cambodia’s
first store selling educational toys. He expanded his business portfolio
in 2011 by adding the Hyundai Elevator and Escalator, AJ Auto Car
Parking System, and GGear Group, an official distributor of LG
Electronics products in addition to being a mechanical and electrical
engineering company. Furthermore, he is the creator or co-founder of
several other businesses and the entrepreneurial ecosystem, including
Biz Solution Co., Ltd, Mega Leasing PLC., and Cambodia Investor Club
Association, and GEN Cambodia
3 Ms. Pich Eng Ms. Pich Eng is a professional consultant with almost 10 years in the
area of private investment, taxation and accounting restructuring. She
Non- found Camwin Financial Advisory Firm at the end of 2016 with her
executive partner.
director
She is an ACCA Candidate with Master degree of Finance from
National University of Management and a license tax agent by GDT.
4 Mr. Lor Sok Mr. Lor Sok Khim is a professional consultant with more than 10 years’
Khim experience in the field of Business strategy & Execution. He also offers
other corporate services such as business registration, corporate
Non- restructuring and advisory on foreign business investment into
executive Cambodia.
director
He currently holds a master’s degree of Accounting from Royal
University of Law and Economics.
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5 Mr. King He has a diverse background in different fields of business. He is
Kapkalyan currently the Director of HAPPYPAWN CO.,LTD, a legal pawn service
and managing two agriculture projects. He has many years work
Independent experience in financial sector such as National Bank of Cambodia,
Director SAMIC Plc.
Role
No Name Companies/Entities (Director/Shareholder/
Owner/Partner)
1 Mr. Hong Uy VTrust Property Co., Ltd. Chairman of BOD
Thean Long (Cambodia) Investment Chairman of BOD
Group Co., Ltd.
VTrust-Keiai Solutions Co., Ltd. Director
Camwin Financial Advisory Co., Ltd Director
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Alpha Tree Plc Chairman of the BOD
Amara Capital PLC Director
Pacnovation Co., Ltd Chairman of the BOD
Lotusroot Co., Ltd Director
Accineur Venture Co., Ltd Director
Mega Fund Limited Director
Westline Education Group Co., Ltd Director
Eduinvestment International Co. Ltd Director
3 Ms. Pich Eng Camwin Financial Advisory Co., Ltd Chairwoman of BOD
Camwin Logistic Co., Ltd Chairwoman of BOD
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l- To propose the shareholders to decide to issue the shares of the company to the extent
permitted by the company's articles of association and in accordance with the law on
commercial enterprises;
m- To propose shareholders to decide to borrow money on behalf of the company;
n- To propose the shareholders to decide to sell or resell or sell the company’s securities;
o- To propose the shareholders to decide to provide the guarantee on behalf of the
company;
p- To propose the shareholders to decide to mortgage the mortgage or create interest
on the lien on all or any property of the company to secure any obligations of the
company; and
q- To prepare financial statements for each fiscal year (as defined below) for submission
to shareholders for approval.
5. Board Meetings
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7 12 December 2023 Physical Meeting Mr. Hong Uy
Mr. Sok Piseth
Mr. King Kapkalyan
Ms. Pich Eng
• Mr. Kuy Vat, previous Chairman of the Board of Director, resigned his both
chairmanship and directorship from Golden Tree on 20 June 2023.
• Mr. Li Liang, previous independent director, and Mr. Ieng Se, previous non-executive
director, resigned their directorship from the Board of directors on 02 October 2023.
B. COMMITTEES
1. Committees Structure
1.1 Audit Committee
The Audit Committee should be established by the Board of Directors and composed of at
least three members. The appointment shall be confirmed by the shareholders. All the Audit
Committee members may be made up of non-executive directors, if possible. However, the
Chair of the Audit Committee shall be an independent director. The chair of the audit
committee shall have a deep understanding and knowledge of accounting and finance.
Number of
Appointing attending Total number
No. Name Position
Date the of meetings
meeting
The composition of the committee as of the date of the report
Mr. King Head of the 01 November
1 5 5
Kapkalyan committee 2023
2 Ms. Pich Eng Member 26 March 2024 2 5
3 Mr. San Laty Member 26 March 2024 1 5
Members who resigned in 2023
1 Mr. Li Liang Former member 14 July 2022 3 5
2 Mr. Ieng Se Former member 14 July 2022 3 5
• Mr. Li Liang, previous independent director, and Mr. Ieng Se, previous non-executive
director, resigned their directorship from the Board of directors on 02 October 2023.
They both were also members of the audit committee.
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Responsibilities of the Audit Committee:
The Nomination and Remuneration Committee plays a key role in reviewing and proposing
the remuneration or benefits to Directors and Senior Management. With an objective of
achieving reasonable and acceptable rates and seeking to ensure the appointment and
retention of appropriate talent for the further success of GT, the Nomination and
Remuneration Committee is established by the Board of Directors. The Nomination and
Remuneration Committee shall be composed of at least three (3) members and shall have
a non-executive director as its chairman. If GT does not have a non-executive Director, the
Independent Director shall chair this committee. The Nomination and Remuneration
Committee has a crucial role in engaging and retaining professional directors and Senior
Management to ensure the long-term success of GT.
Number of
Appointing attending Total number
No. Name Position
Date the of meetings
meeting
The composition of the committee as of the date of the report
1 Mr. Sok Piseth Head of the 01 November 1 1
committee 2023
2 Mr. Lor Sok Khim Member 26 March 2024 0 1
3 Mr. Hong Uy Member 14 July 2022 1 1
Members who resigned in 2023
1 Mr. Ieng Se Former Chairman 14 July 2022 0 1
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2 Mr. King Former member 14 July 2022 0 1
Kapkalyan
• Mr. Ieng Se, previous non-executive director, resigned their directorship from the
Board of directors on 02 October 2023. He was also the chairman of the Nomination
& Renumeration Committee.
• Mr. King Kapkalyan resigned from the member of the committee in 2023 but
maintain his chairmanship at the Audit Committee.
The remuneration and nomination committee's main duties, among others, shall
• Propose and evaluate the necessary skills, knowledge, and experience of the
members of the Board of Directors and the executive teams.
• Propose the appointment of the directors and management team
• Inform about proposals for appointment or removal of senior executive
• Regularly access the structure, size, composition, and performance of the boards
and its committee
C. REMUNERATION OR COMPENSATION
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Renumeration and compensation matters for directors is determined by the shareholders after
careful consideration and recommendation from the Board of Directors and its committee.
Renumeration and compensation matter for senior executives is determined by the Nomination
and Renumeration Committee with the recommendation from CEO.
Remuneration and
Remuneration and compensation
compensation
No. receivers Other
amount
In 2023, Golden Tree did not have any training for directors.
For senior officers, they can participate in any external training and education at their own
choices. Any fees related to those training will be reimbursed if the HR department
determines that those courses are related to their field of work and will contribute to the
success of GT.
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PART THREE
CODE OF CONDUCTS
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A. POLICIES RELATED TO THE CODE OF BUSINESS CONDUCTS OF DIRECTORS,
SENIOR OFFICES AND EMPLOYEES
The Board of Directors has formulated a Business Code of Conduct for all members of the
company to follow. This conduct applies to all directors, executive team and employees. The
board of directors expects all members of the company to respect the values, principles and
rules contained therein and apply them in their professional activities and their internal and
external relations.
The Code of Conduct will be based on the values of quality, trust and social commitment to
all stakeholders and will promote the following principles for action:
• Compliance with Kingdom of Cambodia relevant laws and regulations.
• Respect for people, cultures, institutions, political pluralism, and the environment. Any
discrimination against race, gender, political views or religious view are tolerated.
• Integrity. All members of the company should work and make decisions with integrity
and sincerity. We must ensure that all our statements, communications, and
representation to any stakeholders are accurate and complete.
• Transparency. All critical and main policies, procedures and relevant information shall
be disseminated to all relevant members of the company. The Board of Directors and
HR department shall conduct regular training on those policies and procedures.
Furthermore, the main policies, relevant information and audited financial statements
shall be published the main on the corporate website.
• Excellence and professionalism. All members of the company shall work with
professionalism. Members shall continue to improve their performance and efficiency.
We shall strive for excellence in any aspect of what we do.
• Confidentiality of information. All private and confidential information entrusted by
shareholders and customers shall be safeguarded.
• Conflict of Interest. All members shall comply with the company policy on conflict of
interest and shall not participate in those activities. If any member is in doubt, the/she
shall report it to the HR department for clarification. If the serious is critical, it must be
reported to the Board of Directors for investigation.
• Social responsibility with the Company’s commitment towards the environment in the
performance of its business
The HR department conducts regular training for all employees. New employees will
receive the training upon hire.
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C. MECHANISMS AND PROCEDURES TO ACCESS CODE OF CONDUCTS
PRACTICES
The members of the Board of Directors, senir officers and employees are required to strictly practise
the code of conduct. Since the adoption of the conduct, there have been no serious problems
committed by the members of the Board of Directors and the management in all areas contrary
to this Code.
The HR department conducts regular training to all employees. New employees will receive
the training upon hire. GT has created a channel for anyone in the company to report any
suspicion of illegal or unethical acts to the management or audit committee directly in
order to resolve those acts in a timely manner.
As of December 31, 2023, Gt has no policy governing transactions with its stakeholders.
As of 31 December 2023, the outstanding balance of the replated parties are as follows:
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(*) As Mr. Kuy Vat exited the company on 20 June 2023. Starting Quarter one of 2024,
Phnom Penh Securities Plc and United Food Co., Ltd are no longer company related
parties.
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PART FOUR
RISK MANAGEMENT,
INTERNAL CONTROL & AUDITING
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A. SUMMARY OF RISK MANAGEMENT SYSTEMS OR RISK MANAEMENT
POLICY
A risk management policy is currently being developed by the Audit Committee. GT’s new
risk policy is guided by the principal of ESG (Environment, Social and Governance).
Currently, GT management simplify the policies into risk flow charts so that it is more
practical.
The management team discusses potential risks and threats regularly in order to contain or
mitigate those risks.
The Internal Audit Unit was established in Q3 2022. In Q3, 2022 the charter of audit committee
was established. It clearly defines the roles, duties and responsibilities for independent
evaluation of the internal control system.
Audit Committee with the internal audit unit are mandated to provide independent
oversight on the management of the financial, operational and code of conduct reporting.
C. AUDIT
1. Internal Audit
1.1 Duties and Responsibilities of the Internal Auditor
1.2 Appointment and Removal / Removal of the Chairman and / or Deputy Chairman
of the Internal Audit
None
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2. External auditor
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PART FIVE
STAKEHOLDERS
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A. IDENTIFY POLICIES AND ACTIVITIES RELATED TO THE FOLLOWING
In 2023, Golden Tree did not make any donation to any charity.
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PART SIX
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A. DISCLOSURE IN THE ANNUAL REPORT AS THE FOLLOWING:
The corporate disclosure’s officers provide timely, voluntary and other necessary information
to the CSX via E-Disclosure.
C. INVESTOR RELATIONS
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Investors can contact the company directly during business hours if they have any questions
or concerns that affect the decisions and interests of stakeholders and public investors.
• Email: [email protected]
• Phone number: 023-224-701
2. Briefly describe the relationship with investors in the last 1 (one) year
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GREEN BOND AT A GLANCE
Sustainable finance can be highly instrumental of the achievement of our beloved country
– Cambodia- sustainability and transition goal to net zero by 2050. As a building operator,
we at Golden Tree (GT) believe in building better communities of living by investing to make
a positive and lasting impact on our people, tenants, and stakeholders. We believe in
operating our business in a manner that promotes environmentally friendly by continuously
reducing the environment impact as well as positively contributing to the low carbon
economy.
For that reason, we issued Cambodia’s maiden green bond to finance/refinance and
upgrade our buildings into green buildings. Our existing building – VTrust Tower is the first
green commercial building, certified by Edge. To even make a bigger impact on fighting
climate change, we decide to change the use of proceeds from our issuance of green bond
from refinance VTrust Tower, which is an existing green building, to refinance and develop
Amara Residence into a green building.
This document reports on the allocation and impact of the net proceeds of our green bond,
issued on 06th December 2022 and listed on the Cambodia Securities Exchange (CSX) on 19
January 2023. We would like to announce that our target of investing the proceeds in
sustainable projects within 24 months of the issuance has been achieved. However, as
Amara is still under construction, its impact has not been materialized.
Best Regards,
Mr. HONG UY
Chairman of the Board of Directors
Date: 26 March 2024
OUR BUILDINGS 2
ALLOCATION REPORT 4
IMPACT REPORT 5
VTrust Tower is a 15-story commercial office building which was awarded the EDGE
(Excellence in Design for Greater Efficiencies) certificate on 02 March 2022, by International
Finance Corporation (IFC), a member of the World Bank Group. VTrust Tower currently is the
second green building, Edge certified by IFC in Cambodia.
➢ Property Type
• Serviced Apartment
➢ Description
• 25-storey building under construction
• 95% completion as of March 2024
➢ Address
• St. 41, Tonle Bassac Commune, Chamkarmon,
Phnom Penh.
➢ Location
• Less than 2.8 km from the independence
monument and less than 4.9km from the CBD of
Phnom Penh, by roads.
➢ Land Area: 492 SQM
➢ Gross Floor Area: 8,928 SQM
➢ Net Lettable Area (NLA): 5,550 SQM
GT issued Cambodia’s maiden green bond on 06th December 2022, which was successfully
listed on Cambodia Securities Exchange on 19th January 2023.
The net proceeds were used to finance or refinance eligible projects as defined in Golden
Tree’s green bond Framework.
Eligible projects
Our initial intention of issuing green bond was to refinance the bank loan of existing green
building (VTrust Tower). However, after the issuance, we would like to make even a bigger
impact on fighting climate change thus we decide to change the use of proceeds from our
issuance of green bond from refinance VTrust Tower, to refinance and develop Amara
Residence into a green building.
100% of the proceeds from green bond issuance has been used to refinance and develop
Amara Residence into a green building. As od 31 March 2024, the Residence is 90%
completed.
VTrust Tower and Amara Residence are described in detail in section II: our buildings and the
company’s annual report.
This section of the report provides information about the potential positive ecological
impacts of the projects to which the green bond net proceeds were allocated. Such impacts
may take varying shapes and forms depending on the individual projects. In line with the
commitments and criteria of our Green Bond Framework, we have reported on the most
notable potential impacts for each project. The green bond proceeds are allocated with
the aim of making positive contributions to the UN Sustainable Development Goals, which
are a blueprint for a sustainable future. This is shown by the variety of the different projects.
The projects have the potential to contribute to CO2 benefits by reducing:
• carbon emission
• Energy consumption
• Water consumption
• Embodied Energy in Material.
VTrust Tower is an existing green building before the bond issuance. As we are the building
owner and operator, we have no control over the energy and water consumption of our
tenants.
Nonetheless, based on data from Edge certification, as a green building, VTrust is able to
save as follows if compared to other similar building:
https://edgebuildings.com/project-studies/vtrust-tower/
2. Amara Residence
As the building is under construction, the impact has not been materialized.
NOTIFICATION
ON
AUDITOR’S REPORT ON THE APPROPRIATENESS OF PREPARING FINANCIAL STATEMENTS ON
A GOING CONCERN BASIS
GOLDEN TREE Co., Ltd, (“GT” or “Company”), which is the first company in Cambodia issuing Green
Bond on the Cambodia Securities Exchange (CSX) on 19th January 2023, would like to inform
investors and the public as follows:
We would like to address the concerns raised by our auditors in the reviewed financial statements
of fourth quarter of 2023 regarding the appropriateness of preparing financial statements on a
going concern basis. We understand the significance of this matter and want to assure you that we
have taken proactive steps to address the situation.
Following collaborative discussions with our shareholders since 2023, we have proposed a
comprehensive plan to resolve the going concern issue. The proposed solutions involve a series of
strategic steps aimed at stabilizing our financial position and ensuring the long-term sustainability of
the company.
One key element of our proposed plan is a capital increment. We believe that injecting additional
capital into the company will enhance our financial strength and provide the necessary resources
to overcome the current challenges. This approach aligns with our commitment to securing the
interests of our investors and ensuring the continued growth and success of our organization.
The shareholders have approved in principle to increase capital during the shareholders’ meeting
on 01st November 2023. Nonetheless, as of this date, the new capital increase has not been
completed yet. We continue working with our shareholders. We are optimistic that this issue will be
resolved in the foreseeable future.
We understand the importance of maintaining transparency and will keep you informed about the
progress of these initiatives. We appreciate your ongoing support and trust in our ability to navigate
through these challenges successfully.
The bondholders, investors and the public are advised to see further information and discussion in
the company’s Q4 Report on the section:
1. The Fourth Quarter Reviewed Financial Statements (Attached as Appendix in the company’s
Q4 Report)
• The auditor’s report
• Note 3.2