#1עון, GPSC บริษัท โกลบอล เพาเวอร์ ซินเนอร์ยี่ จำกัด (มหาชน) Global Power Synergy Public Company Limited Knowledge Sharing Session Solar Power Business in Japan 15th August 2016#2GPSC Japan's Electricity generation decreased during 2011 to 2015 from nuclear plant shutdown Japan's electricity demand (Unit: TWh) Japan's electricity generation (Unit: TWh) 956 956 967 946 921 2011 2012 2013 2014 2015 CAGR -1.4% CAGR 0.4% 1,051 1,034 1,045 1,025 980 995 2030F 2011 2012 2013 2014 2015 • The demand of electricity in Japan was fluctuated in recent years However, the government has been forecasted that the demand would be increased to 980 TWh within 2030 at 0.4% per annum Source: Global Energy Statistic Yearbook 2016, Enerdata; Japan's electricity demand by Japan's Ministry of Economy Trade and Industry (METI) Remark: 1 TWh = 1,000 GWh 1 As a result of the earthquake incident in 2011, some nuclear power plants, accounted for 15GW, had been shutdown Therefore, the electricity generation in Japan is in a decreasing trend at -1.4% CAGR GID Knowledge Sharing#3GPSC By 2030, renewable energy will be the third largest portion of Japan's electricity resources Share of electricity generated by fuel (%) 1% 12% 20% Nuclear 27% 14% 11% 24% Renewable 7% 30% 3% Oil 24% 26% Coal 43% 30% 27% Natural gas 2010 2013 2030 Japan's Renewable Generation Mix Forecast (Unit: GW) Geothermal 1.0-1.1% Wind 1.7% Biomass 3.7-4.6% Hydro 8.8-9.2% 330 Solar 7.0% 2030 Source: U.S. Energy Information Administration (EIA), METI and Bloomberg New Energy Finance 2 Before the Fukushima incident portion of renewable energy is the second lowest source of fuel in Japan After the Fukushima incident in March 2011, Japan's Government have reconsidered their reliance on nuclear power and shifted towards renewable energy In 2030, renewable energy will be doubled its portion from 2013 to be approx. 24% of total electricity generation The total electricity generation is expected to be 330 GW in 2030 According to the Government's policy, renewable energy will paly more role in the future where it will be approx. 22-24% of total generation in 2030 Solar will increase its portion to 7% of total generation within 2030 which is accounted for 20-23 GW GID Knowledge Sharing#4GPSC GPSC has been invested in 20.8 MW solar PV in Ichinoseki, Japan which will COD in Q4 2017 Aomori Akita Iwate Hokkaido ICHINOSEKI SOLAR POWER 1 GK Yamagata Miyagi Nagano Saitama Yamanashi Chiba Fukushima Nigata Tochigi Toyama Gunma Ishikawa Ibaraki Fukui Gifu Tottori Hyogo Kyoto Shiga Aichi Shizuoka Tokyo Shimane Okayama Kanagawa Mie Nara Hiroshima Kagawa Yamaguchi Y Tokushima Ehime Osaka Fukuoka Kochi Wakayama Saga Oita Nagasaki Kumamoto Miyazaki Kagoshima GPSC's First Expansion to Japan's Renewable Energy Sector • GPSC has tapped into Japan market with the current 20.8 MW solar project. • Still, given the high feed-in tariffs, low financing cost, there are still the unutilized solar-potential areas worth exploring further. Project Location Type Capacity Customer SCOD Type of investment Total Investment D/E Progress 2Q16 Feed in Tariff* Interest rate EPC Ichinoseki Solar Power 1 (ISP1) Ichinoseki, Iwate Prefecture, Japan Solar Electricity: 20.8 MW Tohoku Electric Power (20 years) Q4 2017 Godo Kaisha Investment (GK) ~10,000 JPY million 4:1 56.7% (Site preparation) 40 JPY/kWh for 20 years < 2% for 20 years, Shinsei Bank Conergy Group Remark: *Tax inclusive 3 Knowledge Sharing#5GPSC Ichinoseki Solar Power (ISP1) ICHINOSEKI SOLAR POWER 1 GK Ichinoseki Solar Power (ISP1) Japan Equity Investment ~2,080 YEN Million 1% Others % Progress Site preparation 20160 56.7% 99% GPSC 1Q16 33% GPSC • • • • Progress update PPA contract with Tohoku Electric Power Company is concluded; secured FiT at 40 JPY/kWh for 20 years EPC contracts and Facility agreement have been executed Installation will start in Q3/2016 Finalized loan agreement and ready to start drawdown the loan GPSC first international project to COD in 2017 4 99% Shareholding ៩៖ GA 1% GID Knowledge Sharing#6GPSC Japan's Solar FiT is higher than Thailand's FIT where GPSC has secured FiT at 40 JPY/kWh for 20 years Japan vs. Thailand's Solar FiT (JPY/kWh) GPSC 40 Source: METI 29 Adder scheme 2012 36 32 29 29 *29/27 24 Japan 19 19 19 Thailand 2013 2014 Cumulative installed capacity of solar PV (MW) 1,296 1,718 2011 2012 2012-2015 CAGR 58% 6,967 2013 2015 2016 9,740 10,811 2014 2015 Remark: Thailand used adder system in 2012-2013 which is approx. 6.50 THB/kWh + 3 THB/kWh (Ft) = 9.50 THB/kWh *29 JPY/kWh from April 1 to June 30, 27 JPY/kWh from July 1 5 **Thailand's FiT for ground mounted solar is 5.66 THB/kWh announced by Energy Policy and Planning Office (EPPO), Ministry of Energy in 2014 In July 2012, Japanese Government has launched incentives through Feed- in-Tariff (FIT) with an attempt to rapidly encourage investment in renewable energy FiT for solar power is declined due to lower cost of panel and installation However, FiT in Japan is still higher than FiT in Thailand which is approx. 19 JPY/kWh** GPSC has secured FiT at 40 JPY/kWh for 20 years After Japanese Government's incentives, the number of solar PV installed capacity has been increased since 2012 at 58 % per year (2012-2015) Knowledge Sharing#7GPSC GPSC uses floating rate as reference of project's interest rate in which GPSC has secured interest at lower than 2% 6-month BIBOR vs. 6-month LIBOR (JPY) 3.5 3 2.5 2 1.5 1 0.5 0 Jan-12 Jan-13 Jan-14 Unit: % Jan-15 • Over the past years, 6M LIBOR (JPY) is much lower than 6M BIBOR • Whereas GPSC has secured interest rate at 6M LIBOR (JPY) plus margin which is below 2% for 20 years Source: Bank of Thailand Remark: BIBOR is Bangkok Interbank Offered Rate LIBOR is London Interbank Offered Rate (Japanese Yen) 6 .6M BIBOR 6M LIBOR (JPY) GPSC interest rate is below 2% Jan-16 Knowledge Sharing#8GPSC GPSC uses the leading solar panel supplier to ensure quality of the project CONERGY # Profile Conergy Japan A subsidiary of Conergy Group which have been founded in 1998 in Hamburg, Germany The company is privately-held and majority- owned by Miami-based asset management firm Kawa Capital Management, Inc. Regional headquarter: Singapore and Bangkok Experiences & Services Have experiences more than 16 years Active in 40 countries on five continents with subsidiaries in 15 countries Installed over 2.2GW of solar energy to date Offers all services that are related to solar power; namely, Turnkey large-scale systems, Operations and Management, Project development & Finance Considered as of the leading photovoltaic providers Example of Conergy Group Portfolio Solar farm Thüngen, Germany Solar farm Negros Occidental, Philippines Solar farm Hokkaido, Japan Solar farm installation Conergy has been installing solar farms in various countries; Germany, United Kingdom, USA, Canada, Spain, Italy, Australia, Philippines, Japan, Thailand, India, South Africa, Saudi Aribia, 7 GID Knowledge Sharing#9GPSC • GPSC uses GK structure on ISP1 project to ensure control over the project company Godo Kaisha (GK) Tokumei Kumiai (TK) Equity investment Operation & Management Thai Co. Dividend Service Project Co. Asset Manager Revenue TK investor TK investment/ Passive investment TK operator Shares TK distribution/ Profit sharing Service Project Co. Asset Manager Operation & Management Revenue FA GK structure is an equity investment in order to have control over project company Moreover, GPSC is able to consolidate financial performance of the project company on GPSC's financial statement The dividend income that GPSC receives will be taxed, only once, at source (in Japan), as there is Double Tax Agreement 8 TK structure is a passive investment where TK investors only provide funding through TK operator in which TK investor has no share and control over project company TK investor will receive return in terms of TK distribution; similar to profit sharing, which depends on an agreement between TK investor and TK operator called TK agreement TK investor will be doubled tax according to Japanese and Thai laws GID Knowledge Sharing#10GPSC Structure Control GPSC deliberately uses GK structure to comprehend all information for the first investment in Japan Godo Kaisha (GK) Equity investment Full control Consolidation of Financial Return form performance Dividend income Japanese effective tax rate ~ 35% Project Co. Japanese taxation on dividend/ TK distribution Dividend: 15% withholding tax at source Cash received No Corporate income tax from dividend/ TK distribution Total effective tax rate* ~ 44% GPSC Tokumei Kumiai (TK) TK investment No control TK distribution ~ 35% TK distribution is treated as taxable expense Less taxable income Project Co. TK distribution: 15% withholding tax at source (tax credit) 20% Corporate income tax TK investor ~ - 20.00%-40% • . • • • Implication to GPSC As a first investment in Japan, GPSC would like to ensure its control over the project company GPSC is able to consolidate the project's financial performance onto GPSC's financial statement, hence, enhancing GPSC's revenue and balance sheet The project company is taxed at the same corporate income tax rate, where GK structure is taxed as normal Japanese corporate While TK structure allows project company to treat TK distribution as taxable expense, thus, the taxable income is lesser than the company using GK structure; implying low tax payment According to the Japanese tax treaty, TK distribution will be subjected to 15% withholding tax in case TK investor has operating business in Thailand, where it is recognized as tax credit GPSC's dividend income, from GK structure, is subjected to 15% withholding tax Corporate tax income exemption on GPSC's cash received from dividend according to Double Tax Agreement Whereas the TK distribution is not defined in the Double Tax Agreement, thus, Thai corporate income tax will be applied to the money received Even though GPSC has pay higher effective tax rate, the company consider control over the project co. as priority Remark: *Effective tax rate are calculated from assumptions and factors which may differ in other cases. The calculation of effective tax rate assumes transferring all profit to TK investor and 9 withholding tax paid in Japan is creditable for CIT paid in Thailand; according to Double Tax Treaty. GID Knowledge Sharing#11GPSC Options of business structure and implications Godo Kaisha (GK) Tokumei Kumiai (TK) Japanese effective tax rate ~ 35% Japanese taxation on dividend/ TK distribution Project Co. Dividend: 5% withholding tax at source Cash received from project CO. Cash received from holding company No Corporate income tax Holding Co. No Corporate income tax Thai Co. Total effective tax rate* • ~ 38% Implication ~ 35% • TK distribution is treated as taxable expense Both GK and TK structure have to pay effective tax rate at 35% • Less taxable income However, TK structure allows project company to treat TK distribution as taxable expense Project Co. TK distribution: 20.42% withholding tax at source No Corporate income tax Holding Co. • No Corporate income tax ~ - 20.42% TK investor Remark: *Effective tax rate are calculated from assumptions and factors which may differ in other 10 cases • • • • According to the Japanese tax treaty, TK distribution will be subjected to 20.42% withholding tax when transferring money to Hong Kong While dividend income, from GK structure, will be subjected to withholding tax at 5% due to the tax treaty between Japan and Hong Kong The money received from Japan to a holding company in Hong Kong, both GK and TK structure, is accounted as dividend income According to Hong Kong tax treaty, there is a tax exemption on dividend income, thus, both holding companies do not have to pay corporate tax income Given Thai co./TK investor is granted with IHQ privilege, Cash received from holding company is not subject to tax (IHQ is International Headquarters privilege granted by the Revenue department, Thailand) By assuming that all profit from project co. is distributed to TK investors, hence, no tax paid on effective rate in Japan; only 20.42% withholding tax is calculated as total effective tax rate As s result total effective tax rate to Thai Co. and TK investor are approx. 38% and 20.42%, respectively In this case, establishing a holding company could help minimize effective tax rate Knowledge Sharing#12GPSC Concerns towards investment in Japan Concerns Creditability of solar panels manufacturer ⚫ Timeline and Cost of grid connection Creditability of asset manager and Contractors Cost overrun Exchange rate fluctuation Curtailment • Permission 11 GID Knowledge Sharing#13GPSC GPSC's strong footsteps in Renewable Energy in Japan Investment Opportunity WHY JAPAN? Huge growth potential for Renewable Energy installed capacity in Japan Attractive FiT scheme, higher than in Thailand Lower financial cost Stronger grid stability than many other Asian countries High skilled and experienced staffs Opportunities in investing in other renewable energy in Japan GPSC Investment Rationale ISP 1 ✓ Highly attractive project as GPSC secured highest FiT of 40 JPY/kWh for 20 years ✓ GK structure allows GPSC to enhance the company revenue and balance sheet ✓ Able to control the project company ✓ Understand business' structure in Japan ✓ Have good relationship with local bank; increase possibility of obtaining lower interest rate for future project ✓ Receives know-how from local project asset's operator 12 Knowledge Sharing