Thaibev Ar2012
Thaibev Ar2012
Thaibev Ar2012
of Happiness
ANNUAL REPORT
2012
The Circle
of Happiness
Contents
3 / Investor Information
4 / Financial Highlights
8 / Message from the Chairman
10 / CEO Talk
12 / Board of Directors
14 / Executive Committee & Management Committee
16 / Profile of Directors & Key Management
28 / Product Portfolio
39 / Awards
50 / Shareholding Structure
52 / Report of the Board of Directors
64 / Organization Structure
68 / Operating and Financial Review
90 / Our People Our Success
92 / Credit Rating Announcement
93 / Corporate Governance Report
106 / Audit Committee Report
107 / Independent Auditors Report
108 / Financial Statements
212 / Interested Persons Transactions Report
228 / Announcements to SGX in 2012
229 / General Corporate Information
Investor Information
Investor
Information
Thai Beverage Public Company Limited
is listed on the Singapore Exchange (SGX-ST) main board
IPO Date
Share price *
2012 High S$0.450
2012 Low S$0.245
Share
Price
(S$)
Vol.
(M Shares)
1,400
0.45
1,200
0.40
ThaiBev Close
0.35
SET Rebased
0.30
STI Rebased
1,000
800
600
400
0.25
Jan
200
Feb Mar
Apr May
Jun
Jul Aug
Sep
Oct Nov
Dec
2012
Jan
Feb
Mar
Apr May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
2012
Aungsutornrungsi
+662 785 5037
+662 272 3026
[email protected]
Tiranan
Tel:
Fax:
E-mail:
Kittipong
+662 785 5281
+662 272 3026
[email protected]
Kamolrat Lapumnuaypon
Tel:
+662 785 5036
Fax:
+662 272 3026
E-mail: [email protected]
Najchar
Tel:
Fax:
E-mail:
Lertprapan
+662 785 5294
+662 272 3026
[email protected]
Panya Thongchai
Tel:
+662 785 5035
Fax:
+662 272 3026
E-mail: [email protected]
Financial Highlights
Financial
Highlights
Restated*
2012
2011
161,044
132,187
Total revenues
175,492
132,784
Cost of sales
115,622
97,453
Gross prot
45,422
34,734
Operating prot
20,858
17,385
EBIT
35,306
17,739
Net prot
28,760
11,967
3,929
3,426
39,235
21,165
47,149
45,176
Non-current assets
160,537
54,185
Total assets
207,686
99,362
Current liabilities
30,593
21,239
Non-current liabilities
92,122
14,920
122,715
36,159
84,971
63,203
207,686
99,362
Total liabilities
Shareholders equity
Total liabilities and shareholders equity
Liquidity Ratio
Current Ratio
times
1.54
2.13
Quick Ratio
times
0.46
0.69
days
8.16
7.65
days
100.27
108.05
days
16.42
16.96
Cash Cycle
days
92.01
98.74
Financial Highlights
Restated*
2012
2011
Protability Ratio
Gross Prot Margin
28.20
26.28
EBITDA Margin
24.36
16.01
EBIT Margin
21.92
13.42
94.57
69.87
17.86
9.05
Return on Equity
38.82
19.93
Return on Assets
18.73
13.57
64.86
30.50
times
1.05
1.50
times
1.44
0.57
times
1.23
0.29
times
2.65
0.86
times
28.00
46.54
37.17
77.08
Efciency Ratio
Leverage Ratio
Financial Highlights
Total Sales
Revenue
2011
2012
132.2
Billion Baht
161.0
Billion Baht
3%
18%
21%
58%
From
Food
From
Non-Alcohol
Beverage
From
Beer
From
Spirits
Financial Highlights
Sales
Volume
Million Liters
1,005
643
570
552
2012
2011
Spirits
613
519
2012
2011
Beer
2012
2011
Non-Alcohol Beverage
* Remark:
Sales volume of the Non-Alcohol beverage from the 4th quarter of 2011 onwards (after the acquisition of Sermsuk
Public Company Limited (Sermsuk)) includes sales volume of products under brands owned by Sermsuk.
Dear Shareholders,
2012 marks another year of success for Thai Beverage Public
Company Limited. Once again, we achieved the outstanding
performance, both the top line as well as bottom line. Our
remarkable growth is derived from the increase of sales of all
our business units, our ability to secure the leading position in
the alcohol beverage market, and our continuous expansion of
non-alcohol beverage business by the leverage of the extensive
distribution network nationwide.
In 2012, ThaiBev Group achieved the net prot of Baht
28,760 million, an increase of 140.3 percent or Baht 16,793
million, when compared to the previous year. The exceptional
performance reects our leadership in the beverage market.
I am delighted that our management team and staffs continue
to deliver healthy and robust operating results, as well as
contribute to continuous dividend payment for our shareholders.
Based on the 2012 performance, the dividend payment of
ThaiBev was a total of Baht 10,546 million, or Baht 0.42 per share.
Our alcohol business has successively expanded, especially
in the spirits segment where both our white and brown spirits
have been recognized as established brands. We have made
Message from
the Chairman
Charoen Sirivadhanabhakdi
Chairman of the Board
Dear Shareholders,
It is my pleasure to announce that ThaiBev ended the year 2012
with outstanding operating results. ThaiBev Group generated
total revenues of Baht 161,044 million, or an increase of
21.8 percent. Net prot was Baht 28,760 million, or over
140.3 percent growth when compared to the year 2011.
Sales continued to rise as a result of our leadership in the
domestic beverage business as well as our strength in terms of
production facilities and the extensive distribution network.
In early 2012, ThaiBev expedited recovery of our production
bases which were damaged from the ood disaster in late 2011,
which enabled our facilities to quickly resume normal
operations. In addition, the Company saw the risks from
ood disasters and therefore; relocated certain production
bases from areas where the Company considered as
high-risk zones. The ood prevention system was installed at
non-relocated facilities, which were signicantly impacted
during the ood, to build condence in respect of the
operations in the future.
ThaiBev emphasizes on maintaining the leadership in the spirits
business through continuous brand investments. In the previous
year, the Company re-dened positioning of the brands and
target groups to distinguish attributes of each brand along with
brand identity development. Related marketing activities were
specically designed for each brand to accentuate its character
for them to better serve the demands of target consumers.
CEO Talk
11
CEO Talk
With clear vision and business goals, ThaiBev Group has seen
continuous growth; and the number of our people has increased
accordingly. The Company places importance on human
resources, which have been among key mechanisms of our
success. ThaiBevs theme for 2012 was the Year of Efciency.
We focused on increasing the efciency of our people in three
key aspects i.e. Faster Speed the faster adaptation to
changes; Better Result the improvement of work process for
higher efciency; and Cost Saving the optimization of
resources.
Thapana Sirivadhanabhakdi
President and CEO
Board of Directors
12
Board
of Directors
10
11
12
15
16
17
18
19
Board of Directors
13
1.
2.
3.
4.
6
5.
6.
7.
8.
13
14
9.
21
Executive Committee
14
Executive
Committee
10
11
13
14
15
16
17
Executive Committee
15
Executive
Committee
12
18
Management Committee
1. Mr. Thapana Sirivadhanabhakdi
President and CEO
Corporate Services
7.
8.
9.
16
Chairman
Executive Chairman
Vice Chairman
1st Executive Vice Chairman
17
Vice Chairman
2nd Executive Vice Chairman
Director
4th Executive Vice Chairman
Vice Chairman
3rd Executive Vice Chairman
Director
5th Executive Vice Chairman
18
19
20
Independent Director
Independent Director
21
22
Director
Director
23
24
25
26
27
Product Portfolio
28
Product
Portfolio
Brown Spirits
Mungkorn Thong
Hong Thong
Sangsom
Special Rum
Blend 285
Blend 285
(1 Litre)
Mekhong
Phraya
Crown 99
Drummer
Product Portfolio
29
White Spirits
Ruang
Khao
28
Degrees
Ruang
Khao
30
Degrees
Ruang
Khao
35
Degrees
Ruang
Khao
40
Degrees
Paitong
30
Degrees
White
Tiger
28
Degrees
White
Tiger
30
Degrees
White
Tiger
35
Degrees
White
Tiger
40
Degrees
White Bear
30
Degrees
Chaiya
Chao Praya
Hanuman
Mae Wang
Phayanak
Paitong
35
Degrees
White Bear
35
Degrees
Phaya Seur
White Bear
40
Degrees
Mungkorn
Tajeen
30
Degrees
Bangyikhan
Mungkorn
Tajeen
35
Degrees
Mungkorn
Tajeen
40
Degrees
Product Portfolio
30
Brandy
Others
Meridian
Sua Dum
Shinobu Sake
ChiangChun
Product Portfolio
31
Beer
Chang Classic
Chang Export
Archa
Chang Draught
Chang Light
Federbru
Non-Alcohol Beverage
Chang Drinking Water
Chang
Soda Water
Original
Chang
Bitter
Lime-Lemon
Flavored
Soda Water
Chang
Apple Mint
Flavored
Soda Water
Chang
Blue Magic
Tonic
Soda Water
Chang
Soda Water
Returnable
bottle
Product Portfolio
32
est Strawberry
est Orange
Product Portfolio
33
Power Plus
(Electrolyte Beverage)
Wrangyer
Product Portfolio
34
Product Portfolio
35
Sandwich
Japanese Restaurants
Kani
Product Portfolio
36
International
Product Portfolio
Thai Brands
Chang Beer
Chang Beer
6 pack
Mekhong
Phraya
Balblair
1965
Old Pulteney
17 year old
Old Pulteney
21 year old
Old Pulteney
40 year old
anCnoc
12 year old
anCnoc
16 year old
Balblair
1975
anCnoc
22 year old
Balblair
1989
anCnoc
35 year old
Balblair
1997
Speyburn
10 year old
Balblair
2002
Speyburn
Bradan Orach
Product Portfolio
37
Cattos
Rare Old
Scottish
Hankey Bannister
12 year old
Regency
Cattos
12 year old
Hankey Bannister
21 year old Partners
Reserve
Cattos
25 year old
MacArthurs
Chinese Spirits
Yuanjiang
6 year
Drummer
Vodka
Gin
Kulov
Caorunn
Coldstream
Chinese Wines
Yuanjiang
9 year
Longevity
Ningbo Pagoda
Milestones
38
October
2003
Milestones
2006
May
October
Acquisition of Pacific
Spirits UK (PSUK), owner of
Inver House Distillers in Scotland
and acquisition of Best Spirits
Company Limited
September
2008
November
2009
May
2010
October
2011
2012
February
April
August
Execution of a sponsorship
agreement with Spanish
football clubs, FC Barcelona
and Real Madrid C.F., to
promote Chang brand for
three years
September
October
November
Awards
39
2012 Awards
Corporate
Awards
Asias Best CEO (Investor Relations) :
Mr. Thapana Sirivadhanabhakdi
from 2nd Asian Excellence Recognition
Awards 2012
By Corporate Governance Asia
Product
Awards
Product : Hankey Bannister 40 Year Old
Award : Supreme Champion Spirit
From : International Spirits Challenge
2012
Product : Phraya
Award : Gold Medal
From : Beverage Testing Institute 2012
40
41
Bringing
happiness to
consumers
42
360
Happiness
Receiving great feedback from customers fuels our determination to further improve ourselves.
We have enhanced our warehousing and logistical systems, and adopted new technologies that enable
faster and more efcient processes. Supported by a far-reaching distribution network, we are poised
for a new stage of growth and to bring happiness to more consumers across Southeast Asia.
43
44
Bringing
happiness
to our
employees
45
46
47
Bringing
happiness
to all
stakeholders
We cherish the trust that our investors, business partners, and shareholders have placed
in us, and we seek to make them happy as they journey with us on our path towards
greater domestic and international success. We are devoted to the highest standards of
corporate governance and transparency as we pursue excellence and sustainable returns.
48
49
ThaiBev is like my second home and all coworkers are like family
members who work together toward success. I am happy with all
my contributions, both Van Sales Automation (VSA) and ThaiBev
Family (TBF) whereby PDA and advanced technology are utilized
by thousands of sales teams and agents. Such success comes
from devotion and determination of all our people. I am happy
and always proud every time I see my works contributing to all
parties. It drives me and the team to continue coming up with
more good works. As you work with happiness and pride, such
happiness will expand to those around you and make them work
happily, too.
Manurada Pornchanarak
Tadsanee Injun
Orrawan Chotikarnjanawat
Worathep Kamsrisod
Maintenance Division Manager
Sompoch Karnsombat
Assistance Department Head
Jumlong Mongkolsab
Foreman
Natthavud Laovong
Engineering Division Manager
Sukit Kaewcharoen
Department Head
Phraiwan Upama
Department Head
Shareholding Structure
Shareholding Structure
50
51
Shareholding
Structure
Distillery Group
Brewery Group
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Sale Group
Beer Group
100%
Marketing Group
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Sermsuk Group
Carbonated Soft Drink / Non-Carbonated Soft Drink
Water-Soda / Distributor
64.66%
Trademark Group
100%
100%
100%
100%
100%
100%
100%
99.72%
100%
Others
100%
(D) (N)
40%
99.90%
18.55%
41.45%
100%
49.49%
Liquorland Limited
100%
49.88%
100%
33.83%
58.63%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
40%
Note
D
N
*
Speyburn-Glenlivet Distillery
Company Limited (D) (N)
Remarks :
(1) Incorporated in Hong Kong on May 21, 2012.
(2) Incorporated on June 5, 2012.
(3) Incorporated in Hong Kong on June 1, 2012.
(4) Incorporated in Hong Kong on November 16, 2012.
Ltd.(N)
7.54%
100%
100%
100%
100%
(3)
100%
100%
100%
52
Report of
the Board of Directors
Breakdown in Shares and Types of Share
As at December 31, 2012
Company /Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
1.
Beer brewery
and production
of drinking water
and soda water
Common
5,550,000,000.00
555,000,000
555,000,000
100.00%
2.
Beer brewery
and production
of drinking water
and soda water
Common
6,600,000,000.00
660,000,000
660,000,000
100.00%
3.
Beer brewery
and production
of drinking water
and soda water
Common
1,666,666,500.00
166,666,650
166,666,650
100.00%
4.
Spirits distillery
Common
7,500,000,000.00
750,000,000
750,000,000
100.00%
5.
Spirits distillery
Common
900,000,000.00
90,000,000
90,000,000
100.00%
6.
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100.00%
7.
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100.00%
8.
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100.00%
9.
Spirits distillery
Common
4,000,000,000.00
400,000,000
400,000,000
100.00%
10.
Spirits distillery
Common
900,000,000.00
90,000,000
90,000,000
100.00%
11.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100.00%
12.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100.00%
13.
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100.00%
14.
Spirits distillery
Common
5,000,000,000.00
500,000,000
500,000,000
100.00%
Remark
53
Company /Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares Issued
No. of
Shares Held
(Direct and
Indirect)
15.
Spirits distillery
Common
1,800,000,000.00
180,000,000
180,000,000
100.00%
16.
Spirits distillery
Common
900,000,000.00
90,000,000
90,000,000
100.00%
17.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100.00%
18.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100.00%
19.
Spirits distillery
Common
1,000,000,000.00
10,000,000
10,000,000
100.00%
20.
Common
10,000,000.00
1,000,000
1,000,000
100.00%
% of
Shareholding
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
22.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
23.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
24.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
25.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
26.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
Remark
(1)
54
Company /Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
27.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
28.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
Spirits distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
30.
Spirits distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
31.
Spirits distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
32.
Spirits distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
33.
Spirits distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
34.
Spirits distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
35.
Common
10,000,000.00
100,000
100,000
100.00%
36.
Spirits Distributor
Common
10,000,000.00
100,000
100,000
100.00%
37.
Common
1,000,000.00
100,000
100,000
100.00%
38.
Common
5,000,000.00
500,000
500,000
100.00%
39.
Common
1,200,000.00
120,000
120,000
100.00%
40.
Common
5,000,000.00
500,000
500,000
100.00%
41.
Common
5,000,000.00
500,000
500,000
100.00%
Remark
(2)
55
Company /Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
42.
Trading of
biogas
Common
860,000,000.00
8,600,000
8,600,000
100.00%
43.
Trading of
molasses
Common
40,000,000.00
40,000
39,889
99.72%
44.
Trading of
feeds and
fertilizer
Common
1,000,000.00
10,000
10,000
100.00%
45.
Trading of
supplies and
procurement
Common
1,000,000.00
10,000
10,000
100.00%
46.
Brick producer
and distribution
of spirits
Common
121,800,000.00
1,218,000
1,218,000
100.00%
47.
Oak barrel
producer
Common
300,000,000.00
30,000,000
30,000,000
100.00%
48.
Trading of
bottles
Common
123,000,000.00
1,230,000
1,230,000
100.00%
49.
Transportation
and distribution
Common
1,012,000,000.00
101,200,000
101,200,000
100.00%
50.
Common
300,000,000.00
30,000,000
30,000,000
100.00%
51.
Advertising
agency
Common
25,000,000.00
2,500,000
2,500,000
100.00%
52.
Training
Common
10,000,000.00
1,000,000
1,000,000
100.00%
53.
Holding company
Ordinary
100.00%
54.
Trademark
holding
Common
5,000,000.00
50,000
50,000
100.00%
55.
Trademark
holding and
production of
concentrate
materials
Common
1,000,000.00
10,000
10,000
100.00%
Remark
56
Company /Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
56.
Trademark
holding and
production of
concentrate
materials
Common
1,000,000.00
100,000
100,000
100.00%
57.
Holding company
Common
1,000,000,000.00
10,000,000
10,000,000
100.00%
58.
Production and
distribution of
spirits
Common
350,000,000.00
3,500,000
3,500,000
100.00%
59.
Distribution of
beverages
Common
60,000,000.00
600,000
600,000
100.00%
60.
Japanese
restaurants
and distribution
of food and
beverage
Common
375,000,000.00
187,500,000
167,360,199
89.26%
Production and
distribution of
spirits
Common
17,500,000.00
17,500
17,483
99.90%
62.
Trading of spirits
Common
100,000,000.00
1,000,000
1,000,000
100.00%
63.
Trading of spirits
Common
100,000,000.00
1,000,000
1,000,000
100.00%
64.
Environmental
public relations
Common
5,000,000.00
500,000
500,000
100.00%
65.
Trading of
alcoholic
beverages
Common
SGD 9,000,000.00
9,000,000
9,000,000
100.00%
66.
Trading of
alcoholic
beverages
Common
USD 200,000.00
1,000
1,000
100.00%
67.
Trading of
alcoholic
beverages
Common
MYR 100,000.00
100,000
100,000
100.00%
68.
Trading of
alcoholic
beverages
Ordinary
HKD 15,300,000.00
15,300,000
15,300,000
100.00%
Remark
(3)
57
Company /Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares Issued
No. of
Shares Held
(Direct and
Indirect)
69.
Holding company
Common
GBP 71,670,000.00
71,670,000
71,670,000
100.00%
70.
Holding company
Ordinary
HKD 210,500,000.00
21,050,000
21,050,000
100.00%
71.
Common
Production and
distribution of
drinking water and
energy drinks and
spirits agency
606,250,000.00
60,625,000
60,526,250
99.84%
72.
Production and
Common
distribution of
food and beverage
420,000,000.00
4,200,000
3,748,870
89.26%
Japanese ramen
restaurants
Common
158,000,000.00
1,580,000
1,410,289
89.26%
International
distribution of
beverage
Common
HKD 50,000.00
50,000
44,629
89.26%
% of
Shareholding
Remark
74.
(4)
Dormant
Common
1,000,000.00
100,000
100,000
100.00%
76.
Consultancy
service
Common
500,000.00
5,000
5,000
100.00%
77.
Advertising
and marketing
services
Common
100,000.00
10,000
10,000
100.00%
78.
Advertising
and marketing
services
Common
100,000.00
10,000
10,000
100.00%
79.
Trademark
holding
Ordinary
SGD 8,210,000.00
8,210,000
8,210,000
100.00%
80.
Ordinary
SGD 498,240.00
498,240
498,240
100.00%
81.
Trading of
alcoholic
beverages
Ordinary
US$ 100,000.00
100,000
100,000
100.00%
82.
Production and
distribution of
beverages
Common
265,900,484.00
265,900,484
171,923,138
64.66%
(5)
58
Company /Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares Issued
No. of
Shares Held
(Direct and
Indirect)
83.
Holding company
Common
SGD 1,000,000.00
1,000,000
1,000,000
100.00%
(6)
(7)
% of
Shareholding
Remark
Trading of
alcoholic
beverages
Common
USD 1.00
1,000
1,000
100.00%
85.
Blairmhor Limited#
Moffat Distillery, Airdrie, ML6 8PL, Scotland
Holding company
Common
9,009,407.00
900,940,700
900,940,700
100.00%
86.
Production and
distribution of
spirits
Common
10,000,000.00
10,000,000
10,000,000
100.00%
87.
Trading of
alcoholic
beverages
RMB 10,000,000.00
100.00%
(8)
88.
Spirits distillery
RMB 159,388,200.00
100.00%
(8)
89.
Dormant
Common
200.00
2,000
2,000
100.00%
90.
Dormant
Common
100.00
100
100
100.00%
91.
Dormant
Common
1.00
100.00%
92.
Dormant
Common
100.00
100
100
100.00%
93.
Dormant
Common
100.00
100
100
100.00%
94.
Dormant
Common
30,000.00
30,000
30,000
100.00%
95.
Dormant
Common
100.00
100
100
100.00%
96.
Dormant
Common
10,030.00
10,030
10,030
100.00%
97.
Dormant
Common
50,000.00
50,000
50,000
100.00%
98.
Dormant
Common
100.00
100
100
100.00%
99.
Dormant
Common
100.00
100
100
100.00%
Dormant
Common
2.00
100.00%
Dormant
Common
2.00
100.00%
Holding company
Common
350,000,000.00
50,000,000
32,329,995
64.66%
59
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares Issued
No. of
Shares Held
(Direct and
Indirect)
Production and
distribution of
beverages
Common
689,586,150.00
68,958,615
44,588,636
64.66%
Human resources
development and
organization
Common
10,000,000.00
1,000,000
646,569
64.66%
(9)
Manage brands
Common
HKD 1,000,000.00
1,000,000
646,569
64.66%
(10)
Production and
distribution of
energy drink
Common
200,000,000.00
20,000,000
20,000,000
100.00%
Off licences
Common
495,000.00
495,000
245,000
49.49%
Dormant
Common
EUR 40,000.00
2,500
1,247
49.88%
Manufacture and
distribution of
plastic packaging
Common
75,000,000.00
7,500,000
1,939,708
25.86%
Holding company
Common
1,440,522,280.00 1,440,522,280
412,423,822
28.63%
Company /Location
% of
Shareholding
Remark
(11)
On December 21, 2012 the registered capital of this company is THB 10,000,000 consisting of 1,000,000 issued common shares. Thai Beverage Public Company
Limited directly and indirectly holds 1,000,000 shares, representing 100% of the registered capital in Modern Trade Management Co., Ltd.
(2)
On November 21, 2012 the registered capital of this company is THB 10,000,000 consisting of 1,000,000 issued common shares. Thai Beverage Public Company
Limited directly and indirectly holds 1,000,000 shares, representing 100% of the registered capital in Pomthip (2012) Co., Ltd.
(3)
On May 15, 2012 Thai Beverage Public Company Limited acquired 3,449,998 shares of United Products Company Limited, representing 100% of total shares from
Sura Piset Pattharalanna Co., Ltd., a subsidiary of Thai Beverage Public Company Limited, resulting Thai Beverage Public Company Limited directly holds 3,500,000
shares representing 100% of the registered capital in United Products Company Limited.
(4)
On May 21, 2012 the registered capital of Oishi International Holdings Limited is HKD 50,000 consisting of 50,000 issued common shares. Thai Beverage Public
Company Limited indirectly holds 50,000 shares, representing 100% in Oishi International Holdings Limited through Oishi Group Public Company Limited.
(5)
On November 30, 2012 Beer Chang International Limited registered the increase of capital from SGD 10,000 to SGD 498,240.
(6)
On November 16, 2012 the registered capital of InterBev Investment Limited is SGD 1,000,000 consisting of 1,000,000 issued common shares. Thai Beverage
Public Company Limited indirectly holds 1,000,000 shares, representing 100% in InterBev Investment Limited through International Beverage Holdings Limited.
(7)
This company has the registered capital of USD 1 and share premium of USD 11,799,999.
(8)
This company was incorporated with the type of investment as equity interest, therefore, there is no shares to be issued.
(9)
On June 5, 2012 the registered capital of Sermsuk Training Co., Ltd. is THB 10,000,000 consisting of 1,000,000 issued common shares. Thai Beverage Public
Company Limited indirectly holds 1,000,000 shares, representing 100% in Sermsuk Training Co., Ltd. through Sermsuk Public Company Limited.
(10) On June 1, 2012 the registered capital of Great Brands Limited is HKD 1,000,000 consisting of 1,000,000 issued common shares. Thai Beverage Public Company
Limited indirectly holds 1,000,000 shares, representing 100% in Great Brands Limited through Sermsuk Public Company Limited.
(11) International Beverage Holdings Limited (IBHL) acquired shares of this company since July 2012. Thereafter, the investment in this company was disposed by IBHL
to InterBev Investment Limited on December 28, 2012.
60
Name of directors
Direct Interests
1.
2.
Increase
(decrease)
during the
accounting
period (1)
Percentage
Number of
of
Shares Shareholding
Deemed Interests
16,544,687,762
65.89
369,750,000
25.50
710,500,000
49.00
50,000
100.00
50,000
100.00
140,600,420
100.00
25,000
50.00
MM Group Limited
25,000
50.00
16,544,687,762
65.89
369,750,000
25.50
50,000
100.00
140,600,420
100.00
Limited (5)
710,500,000
49.00
50,000
100.00
25,000
50.00
MM Group Limited
25,000
50.00
3.
0.00
4.
34,068,668
0.14
5.
0.00
6.
0.00
7.
8.
9.
0.96
- His Spouse
50,000,000
0.20
0.43
0.43
0.00
0.00
Remarks:
(1) This is to comply with the requirement of Public Limited Company Act B.E. 2535 (as amended). This shows the total number of shares which the director
directly and indirectly holds shares of the company increasing or decreasing during a scal year 2012. In this regard, no director holds shares in the
Companys afliate companies. The company does not have any outstanding debentures.
(2) Siriwana Co., Ltd. holds 11,368,060,000 shares in Thai Beverage Public Company Limited. Shares in Siriwana Co., Ltd. were held by Shiny Treasure
Holdings Limited which the director holds shares in Shiny Treasure Holdings Limited as per details shown in the table above.
(3) Maxtop Management Corp. holds 4,327,042,762 shares in Thai Beverage Public Company Limited. (According to the report of change of interests of
Maxtop Management Corp. which was submitted and announced via Singapore Exchange website on June 26, 2012) Shares in Maxtop Management Corp.
were held by MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above.
(4) Risen Mark Enterprise Ltd. holds 833,335,000 shares in Thai Beverage Public Company Limited. Shares in Risen Mark Enterprise Ltd. were held by
MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above.
(5) Golden Capital (Singapore) Limited holds 16,250,000 shares in Thai Beverage Public Company Limited. Shares in Golden Capital (Singapore) Limited
were held by MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above.
(6) Mr. Prasit Kovilaikool was appointed as Director by the 2012 Annual General Meeting of Shareholders on April 27, 2012.
61
Statistics
of Shareholders
As at March 11, 2013
Baht 29,000,000,000
Baht 25,110,025,000
Common shares with a par value of Baht 1
25,110,025,000 shares
One vote per one share
Number of
Shareholders
Number of
Shares
10
8.77
1,008
0.00
N/A
N/A
N/A
N/A
38
33.33
12,333,069
0.05
66
57.90
25,097,690,923
99.95
114
100.00
25,110,025,000
100.00
The 25.83% the Companys shares are held in the hands of public. Accordingly, the Company has complied with Rule 723 of the
Listing Manual of the SGX-ST.
Name of shareholders
1.
2.
8,167,639,564
32.53
3.
3,694,675,000
14.71
4.
420,514,080
1.68
5.
107,000,000
0.43
6.
107,000,000
0.43
7.
107,000,000
0.43
8.
107,000,000
0.43
9.
88,000,000
0.35
10.
65,650,500
0.26
11.
65,641,500
0.26
12.
64,863,500
0.26
13.
61,600,000
0.24
14.
59,163,000
0.24
15.
50,000,000
0.20
16.
50,000,000
0.20
17.
48,000,000
0.19
18.
41,541,500
0.16
19.
37,450,000
0.15
20.
36,729,500
0.15
24,747,528,144
98.57
Total
Number of Shares
11,368,060,000
45.27
62
Number of
Shares
10
0.10
2,766
0.00
1,000 10,000
6,116
61.50
30,698,011
0.38
10,001 1,000,000
3,767
37.88
235,116,903
2.88
52
0.52
7,901,821,884
96.74
9,945
100.00
8,167,639,564
100.00
Size of Shareholdings
1 999
Total
Number of Shares
%
40.86
1.
3,337,565,227
2.
1,349,873,642
16.53
3.
1,114,197,145
13.64
4.
627,015,111
7.68
5.
406,750,474
4.98
6.
307,941,000
3.77
7.
Vivat Tejapaibul
200,000,000
2.45
8.
141,042,658
1.73
9.
130,436,260
1.60
59,764,439
0.73
59,113,109
0.72
15,575,352
0.19
15,503,659
0.19
12,000,000
0.15
11,736,000
0.14
10,000,000
0.12
8,575,000
0.10
8,000,000
0.10
7,595,000
0.09
5,100,000
0.06
7,827,784,076
95.83
Total
63
Particular of signicant contracts with the interested persons for the year 2012 consist of:
Glass bottle purchase and sale agreement dated 27 December 2012, Thai Beverage Recycle Co., Ltd., the Companys subsidiary,
entered into the glass bottle purchase and sale agreement with Berli Jucker Public Company Limited and Thai Malaya Glass Co., Ltd.,
related companies, to purchase new glass bottles in order to sell to other subsidiaries within the Group for a period of three years,
effective from 1 January 2013 to 31 December 2015, under the prices and conditions stated in the agreement.
Molasses purchase agreements, Thai Molasses Co., Ltd., the companys subsidiary entered into molasses purchase and sale
agreements with Plantheon Trading Co., Ltd., a related company, in order to sell to other subsidiaries within the group under the
purchase price and condition specied in the agreements.
16,242
611
11,227
Total
28,080
The company leases various premises, primarily for the branch ofces and warehouses. All of these leases are operating leases
and not nancial leases.
As at 31 December 2012, the amount of freehold land held for planned future business operations amounted to Baht 811 million
which was 2.4% of prot before income tax.
Organization Structure
64
Organization
Structure
Audit Committee
Board of Directors
Executive Committee
Center of Excellence
Corporate
Services
General
Affairs
Strategy
Finance
Sales
Ofce of
Human Resources
Ofce of Corporate
Communication
Ofce of
Strategic Planning
Ofce of
Controller
Sales
Group
Ofce of
Information
Technology
Ofce of
Corporate
Secretariat
Ofce of
Asset Management
& Services
Ofce of
External Affairs
Ofce of
Legal Affairs
Ofce of
Treasury
Organization Structure
65
Nomination Committee
Remuneration Committee
Company Secretary
Marketing
Related
Business
International
Business
Non-alcohol
Production
Beer
Production
Spirit
Production
Marketing
Group
Related Business
Group
International
Business Group
Non-Alcohol
Production Group
Beer Production
Group
Ofce of
Liquor Production
Ofce of
Technical Service
& Environment
Ofce of
Engineering
Ofce of
Natural Essences
Production
66
Responsibilities and
Authorization of Each Group/Office
Centre of Excellence
67
Office of Treasury
Supervises and oversees support for treasury affairs to ensure
technical and legal compliance of operations, as well as compliance
with the procedures set forth by the Board of Directors.
Marketing Group
Office of Engineering
68
Operating and
Financial Review
Overview
Our vision
69
Strategies
Continue premiumization
ThaiBev continued its focus on product innovation and
determination to offer products that better respond to the
demands of consumers. We have developed our products to
continue premiumization, both in terms of quality and price,
in accordance with the changes in markets. In 2012,
the Company re-defined the image and characters of our
brown spirit brands based on demographics of target groups
of customers. In addition, these brands were repositioned to
enhance loyalty and awareness of consumers. The Company
positioned Sangsom and Hong Thong as brown spirits for
overall drinkers while Blend 285 was internationalized to be on
par with imported brands. Furthermore, Mekhong underwent
a major rebranding, with modernized packaging containing
English labels. Marketing campaigns were launched in Thailand
and overseas to elevate Mekhong to be a premium brand,
ready for global and domestic market penetration.
70
71
Domestic
Business
Excise tax
On August 21, 2012, the Ministry of Finance released a
ministerial regulation imposing excise tax adjustment on
certain alcohol beverages. In this connection, excise tax on
alcohol beverage was divided into 2 approaches i.e. tax
calculation with reference to volume of alcohol per liter or
specific rate, and tax calculation based on the ex-factory price
or the ad valorem rate. The higher tax of the 2 approaches
will be imposed. The tax rates are adjusted as follows:
White spirit
Compound spirit
Brandy
Such tax increase affected the excise tax cost of white spirit,
compound spirit, and brandy of the Company by approximately
25.0 percent, 16.7 percent, and 4.2 percent, respectively.
The Company has adjusted the product price in accordance
with the said increased tax cost.
Spirits Business
The overall spirits business in 2012 saw growth in sales, both
white and brown spirits, in the first half of the year because
agents were alarmed by the rumor on excise tax increase.
On August 21, 2012, the Government announced the excise
tax increase for white and brown spirits i.e. tax on white spirits
was adjusted from Baht 120 to Baht 150 per liter of pure
alcohol, tax on compound spirit was adjusted from Baht 300 to
Baht 350, and tax on brandy was adjusted from 48 percent to
the maximum rate of 50 percent of the ex-factory price. Such
tax increase affected consumption towards the end of 2012.
The spirits business of ThaiBev in 2012 has prepared for
the excise tax increase by partly adjusting the product price
in the first half of the year to reduce the impact. After the
official announcement on excise tax increase, the Company
made another price adjustment to cover such tax increase.
This year, the Company maintained the leadership in the
domestic spirits business. Sales of spirits business rose by
9.9 percent when compared to last year due to the selling
price increase. Total sales volume of the spirits business
72
Beer Business
The domestic beer business in 2012 saw slight growth.
The 2012 UEFA European Football Championship in mid of
2012 did not drive the beer sales as much as anticipated.
This was because football matches were competed near the
closing time of entertaining venues and therefore; most
consumers preferred to watch live matches at home rather
than restaurant and entertainment venues. As a result,
consumer spending during football matches was less than
expected.
The beer business was rather flat although sales volume grew
by 4 percent when compared to the previous year. However,
the increase in costs of raw materials as well as advertisement
and promotional spending resulted in the loss of the beer
business in 2012.
Non-alcohol Business
In 2012, the non-alcohol beverage market began to recover
after various manufacturers were affected by the flood
disaster in 4Q2012. Therefore, the overall market saw
continuous growth, with the highest growth in ready-to-drink
green tea, electrolyte drinks, and carbonated soft drink,
respectively. The functional drink market played a more
important role while the highest competition was experienced
in the ready-to-drink green tea and carbonated soft drink
markets in 2012.
73
International
business
Food Business
In 2012, the food business in Thailand felt the impact of the
rising food cost due to the higher raw material prices, following
the rise of oil price.
The Company expanded its food segment as it entered the
snack market via the launch of Japanese style fried seaweed
under the brand Onori in April 2012. Investment was made
in advertisement and promotional activities in the early period
following the product launch to raise brand awareness.
In addition, the Company has developed the latest food
franchise called Kakashi to penetrate the Quick Serve
Restaurant (QSR) segment.
Sales of the food business for the year 2012 were Baht 5,319
million, or an increase of 28.9 percent when compared to the
previous year due to the expansion of food outlets and the
increase in selling price. Oishi expanded a total of 44 outlets,
with emphasis on outlet expansion of Shabushi, the brand of
which saw the highest growth in 2012. Oishi ended the year
with a total of 156 restaurant outlets.
Strategy
IBHLs strategy continues to build on three blocks:
74
Development in 2012
Overall performance of the international business
Revenues of the international business grew by 29 percent
when compared YoY, this is ahead of 2011 growth and
increases in net profit well ahead of revenue growth at
44 percent versus previous year. The key drivers of the growth
are the higher sales of cased Scotch whisky sales in UK,
selected European markets and USA as well as Chang Beer
growth in ASEAN.
75
Thai spirits
76
77
Management Discussion
and Analysis
Performance for the year ended 31 December 2012
78
Group
For the year 2012, the Company has included Sermsuk and F&N operating results in the group.
F&N
Total
(Million Baht)
161,044
45,422
1,694
11,461
39,236
17,460
605
10,695
28,760
128,117
4,150
132,186
34,115
618
34,733
ThaiBev
Sermsuk
139,360
22,501
Gross profit
40,555
4,867
EBITDA
26,081
Net profit
Eliminate
Year 2012
Sales
(817)
Year 2011
Sales
Gross profit
(81)
-
EBITDA (loss)
21,338
(173)
21,165
12,386
(419)
11,967
21.8
% increase (decrease)
Sales
8.8
442.2
Gross profit
18.9
687.5
30.8
EBITDA
22.2
1,079.2
85.4
Net profit
41.0
244.4
140.3
For the year 2012, total sales revenue of the Company was
Baht 161,044 million, an increase of 21.8% or Baht 28,858
million, from Baht 132,186 million of last year, due to an
increase of sales revenue from the spirits business of 9.9%,
the beer business of 4.0%, the non-alcoholic beverages
business of 167.0% and the food business of 28.9%.
Sales revenue excluded Sermsuk was Baht 139,360 million,
an increase of 8.8% or Baht 11,243 million.
Gross profit was Baht 45,422 million, an increase of Baht
10,689 million, or 30.8%, due to an increase of gross profit in
the spirits business of 19.6%, the beer business of 12.4%,
the non-alcoholic beverages business of 188.1% and the food
business of 26.8%. Gross profit excluded Sermsuk was Baht
40,555 million, an increase of 18.9% or Baht 6,440 million.
Earnings before interest, tax, depreciation and amortization
(EBITDA) was Baht 39,236 million, an increase of Baht 18,071
million, or 85.4%, due to an increase of EBITDA in the spirits
(908.6)
79
Non% to alcoholic
Sales beverages
Spirits
% to
Sales
93,122
100.0
34,153
100.0
28,997
100.0
5,319
100.0
(547)
100.0
161,044
100.0
Cost of sales
60,489
65.0
30,349
88.9
21,882
75.5
3,273
61.5
(371)
67.8
115,622
71.8
Gross profit
32,633
35.0
3,804
11.1
7,115
24.5
2,046
38.5
(176)
32.2
45,422
28.2
Selling expenses
3,416
3.7
3,481
10.2
4,912
16.9
582
10.9
(159)
29.1
12,232
7.6
Administrative expenses
5,064
5.4
1,817
5.3
2,175
7.5
1,376
25.9
(77)
14.1
10,355
6.4
24,153
25.9
(1,494)
(4.4)
28
0.1
88
1.7
60
(11.0)
22,835
14.2
(60)
YTD_ 2012
280
0.3
24,433
26.2
Beer
161
(1,333)
% to
Sales
Food
% to
Sales
Eliminate
% to
Sales
Total
% to
Sales
0.5
600
2.1
30
0.6
11.0
1,011
0.6
(3.9)
628
2.2
118
2.2
23,846
14.8
253
0.3
121
0.4
253
0.9
0.2
635
0.4
5,436
5.8
(292)
(0.9)
(42)
(0.1)
44
0.8
5,146
3.2
18,744
20.1
(1,162)
(3.4)
417
1.4
66
1.2
18,065
11.2
(3.4)
11,461
7.1
(766)
(0.5)
17.9
18,744
20.1
(1,162)
417
1.4
66
1.2
28,760
1,471
1.6
797
2.3
1,368
4.7
293
5.5
3,929
2.4
25,904
27.8
(536)
(1.6)
1,996
6.9
411
7.7
27,775
17.2
F&N EBITDA
11,461
7.1
EBITDA (loss)
39,236
24.4
Non% to alcoholic
Sales beverages
Spirits
% to
Sales
84,764
100.0
32,855
100.0
10,862
100.0
4,126
100.0
(421)
100.0
132,186
100.0
Cost of sales
57,488
67.8
29,472
89.7
8,392
77.3
2,512
60.9
(411)
97.6
97,453
73.7
Gross profit
27,276
32.2
3,383
10.3
2,470
22.7
1,614
39.1
(10)
2.4
34,733
26.3
Selling expenses
3,089
3.6
2,870
8.7
1,929
17.8
428
10.4
(39)
9.3
8,277
6.3
Administrative expenses
5,225
6.2
1,921
5.8
1,177
10.8
1,015
24.6
(23)
5.5
9,315
7.0
18,962
22.4
(1,408)
(4.3)
171
4.1
52
(12.4)
17,141
13.0
(52)
YTD_ 2011
357
0.4
19,319
22.8
Beer
208
(1,200)
(636)
% to
Sales
Food
% to
Sales
(5.9)
Eliminate
% to
Sales
Total
% to
Sales
0.6
54
0.5
31
0.8
12.4
598
0.5
(3.7)
(582)
(5.4)
202
4.9
17,739
13.4
228
0.3
115
0.4
105
1.0
0.2
455
0.3
5,736
6.8
(284)
(0.9)
(223)
(2.1)
88
2.1
5,317
4.0
13,355
15.8
(1,031)
(3.1)
(464)
(4.3)
107
2.6
11,967
9.1
13,355
15.8
(1,031)
1,447
1.7
1,058
20,766
24.5
(142)
(3.1)
(464)
(4.3)
107
3.2
704
6.5
(0.4)
122
1.1
11,967
9.1
2.6
217
5.3
3,426
2.6
419
10.2
21,165
16.0
80
Nonalcoholic
% beverages
Increase (Decrease)
Spirits
Beer
8,358
9.9
1,298
4.0
Cost of sales
3,001
5.2
877
3.0
Gross profit
5,357
19.6
421
12.4
Selling expenses
327
10.6
611
21.3
Administrative expenses
(161)
(3.1)
(104)
(5.4)
27.4
(86)
(6.1)
5,191
(21.6)
(47)
(22.6)
5,114
(77)
26.5
(133)
(11.1)
25
11.0
(300)
(5.2)
(8)
(131)
(12.7)
5,389
40.4
18,135
167.0
1,193
28.9
(126)
13,490
160.7
761
30.3
40
4,645
188.1
432
26.8
(166)
2,983
154.6
154
36.0
998
84.8
361
35.6
664
104.4
(83)
546 1,011.1
Eliminate
Total
(29.9)
28,858
21.8
9.7
18,169
18.6
(1,660.0)
10,689
30.8
(120)
(307.7)
3,955
47.8
(54)
(234.8)
1,040
11.2
(48.5)
15.4
5,694
33.2
(1)
(3.2)
(8)
(15.4)
(84)
(41.6)
413
69.1
6,107
34.4
180
39.6
(171)
1,210
207.9
5.2
148
141.0
14.3
(2.8)
181
81.2
(44)
(50.0)
881
189.9
(41)
(38.3)
6,098
(3.2)
51.0
11,461
Finance costs
Net Profit (loss)
Depreciation & Amortization
EBITDA (loss) exclude F&N
(766)
5,389
40.4
(131)
(12.7)
881
189.9
(41)
(38.3)
16,793
140.3
24
1.7
(261)
(24.7)
664
94.3
76
35.0
503
14.7
5,138
24.7
(394)
(277.5)
(8)
(1.9)
6,610
31.2
1,874 1,536.1
F&N EBITDA
11,461
EBITDA (loss)
18,071
85.4
Spirits Business
For the year 2012, sales revenue was Baht 93,122 million,
an increase by Baht 8,358 million, or 9.9%, mainly due to an
increase of sales volume, price and product mix. Total sales
volume of spirits was 570.2 million litres, an increase of 3.3%.
Gross profit was Baht 32,633 million, an increase by Baht
5,357 million or 19.6%, mainly due to the increase in sales and
a decrease in raw material cost although there was an increase
in labor costs.
81
Beer Business
For the year 2012, sales revenue was Baht 34,153 million,
an increase by Baht 1,298 million, or 4.0%, mainly due to an
increase of sales volume. Total sales volume of beer was
643.1 million litres, an increase of 4.9%.
Gross profit was Baht 3,804 million, an increase by Baht
421 million, or 12.4%, mainly due to an increase in sales and
a decrease in depreciation although there was an increase in
raw material costs and labor costs.
Eliminate
Total
(Million Baht)
ThaiBev
Sermsuk
Sales
7,313
22,501
Gross profit
2,248
4,867
7,115
EBITDA
302
1,694
1,996
(188)
605
417
Year 2012
(817)
28,997
Year 2011
Sales
6,793
4,150
(81)
10,862
Gross profit
1,852
618
2,470
EBITDA
295
(173)
122
(45)
(419)
(464)
% increase (decrease)
Sales
Gross profit
EBITDA
Net profit (loss)
7.7
442.2
21.4
687.5
188.1
2.4
1,079.2
1,536.1
244.4
189.9
(317.8)
(908.6)
167.0
82
For the year 2012, sales revenue was Baht 28,997 million,
an increase by Baht 18,135 million or 167.0%. Sales revenue
excluding Sermsuk was Baht 7,313 million, an increase by Baht
520 million or 7.7%, mainly due to product mix. Total sales
volume of Oishi beverages, which consist of green tea, black
tea, and other non-alcoholic beverages, was 251.9 million
litres, an increase of 8.7%. Energy drinks generated sales
volume of 7.4 million litres, a decrease of 12.4%. Soda and
drinking water generated sales volume of 31.1 million litres and
198.7 million litres respectively, a decrease of 11.3% and an
increase 14.9% respectively.
Gross profit was Baht 7,115 million, an increase by Baht 4,645
million or 188.1%. Gross profit excluding Sermsuk was Baht
2,248 million, an increase by Baht 396 million or 21.4%,
mainly due to an increase in net sales price although there
was an increase in labor costs.
Earnings before interest, tax, depreciation and amortization
(EBITDA) was Baht 1,996 million, an increase by Baht 1,874
million or 1,536.1%. EBITDA excluding Sermsuk was Baht 302
million, an increase by Baht 7 million or 2.4%, mainly due to the
increase in gross profit although there was an increase in staff
costs.
Net profit was Baht 417 million, an increase by Baht 881
million or 189.9%. Net profit excluding Sermsuk was Baht 188
million loss, an increase by Baht 143 million or 317.8%, mainly
due to an increase in interest expenses from loans to support
acquisition of Sermsuk.
Food Business
Since the second quarter of 2012, the Company has expanded
food business to Japanese snack food market by introducing
ONORI a Japanese styled fried seaweed snacks. To widen
the awareness and acceptance of the brand and the product,
marketing activities were launched nationwide for this new
snack product.
For the year 2012, sales revenue was Baht 5,319 million,
an increase by Baht 1,193 million or 28.9%. Sales revenue
excluding snack was Baht 5,260 million, an increase by Baht
1,134 million or 27.5%, mainly due to an increase in number
of branches and sales price.
Gross profit was Baht 2,046 million, an increase by Baht 432
million or 26.8%. Gross profit excluding snack was Baht 2,088
million, an increase by Baht 474 million or 29.4%, mainly due
to higher sales although food costs increased in accordance
with the variety of foods available and an increase in raw
material costs and labor costs.
Earnings before interest, tax, depreciation and amortization
(EBITDA) was Baht 411 million, a decrease by Baht 8 million or
1.9%. EBITDA excluding snack was Baht 543 million, an
increase by Baht 124 million or 29.6%, mainly due to higher
gross profit although there was an increase in staff costs.
Net profit was Baht 66 million, a decrease by Baht 41 million,
or 38.3%. Net profit excluding snack was Baht 168 million,
an increase by Baht 61 million or 57.0%, mainly due to
the increase in EBITDA and a decrease in income tax from
the reduction of corporate income tax rate.
83
Financial Position
Assets
Liquidity
Liabilities
Total liabilities as at the end of December 2012 was Baht
122,714 million, an increase by Baht 86,555 million, or
239.4%, compared with the end of 2011. This was mainly due
to an increase in loans from financial institutions to invest in
an associate company.
The maturity of interest-bearing loans was as follows.
Shareholders Equity
Total equity as at the end of December 2012 was Baht 84,971
million, an increase of Baht 21,769 million, or 34.4% compared
with the end of 2011. This was mainly due to an increase in net
retained earning which comprised of profit for the period and
dividend payment.
84
Financial Ratios
Dec.31, 12
Dec.31, 11
(Restated)
1.54
2.13
1.44
0.57
1.23
0.29
3.38
2.52
Jan. - Dec.12
Jan. - Dec.11
Spirits Business
finished goods (excl. legacy stocks)
58
48
Beer Business
finished goods
20
26
85
Shareholder Returns
Dividends
The current policy of the Board of Directors is to recommend to our shareholders a dividend of not less than 50% of net profits after
deduction of all specified reserve, subject to investments plan and as the Board of Directors deems appropriate.
For the financial year ended 31 December 2012, the Board of Directors has recommended total dividend of Baht 10,546.21 million.
Year 2012
Year 2011
10,546.21
9,290.71
25,110
25,110
0.14
0.15
0.28
0.22
0.42
0.37
37.17
77.08
59.15
77.08
38.82
19.93
1.13
0.48
25,110
25,110
Return on Equity
Return on Average Equity (%)
Earnings Per Share
Earnings per weighted average ordinary shares (Baht)
Weighted average number of ordinary shares for the year (Million shares)
86
Risk Management
Strategies
87
88
Beer Thip Brewery (1991) Co., Ltd. was awarded the 2012
Industrial Excellence Award in Quality Management category,
the Industrial Excellence Award in Environmental Quality
Management category and the Industrial Excellence Award
in Energy Management category by the Ministry of Industry.
Beer Thai (1991) Public Company Limited was awarded the
Industrial Excellence Award in Environmental Quality
Management category and the Industrial Excellence Award
in Energy Management category by the Ministry of Industry.
Kankwan Co., Ltd. was awarded the Thailand Energy Award
2012 in the off-grid renewable energy category by the
Ministry of Energy, Level-3 Green Industry 2012 by the
Ministry of Industry, Outstanding Award for Safety,
Occupational Health, and Working Environment by the
Department of Labour Protection and Welfare under the
Ministry of Labour, and 3Rs Award for Waste Management
based on 3Rs principle by Department of Industrial Works.
Thanapakdi Co., Ltd. was awarded Level-3 Green Industry
2012 by the Ministry of Industry.
United Winery and Distillery Co., Ltd. was awarded Level-3
Green Industry 2012 by the Ministry of Industry, and
3Rs Award for Waste Management based on 3Rs principle
by Department of Industrial Works.
Athimart Co., Ltd. was awarded the Industrial Excellence
Award in Environmental Quality Management category and
the Green Industry Level 4: Green Culture 2012 by the
Ministry of Industry, as well as Outstanding Award for
Safety, Occupational Health, and Working Environment by
the Department of Labour Protection and Welfare under
the Ministry of Labour.
Sura Bangyikhan Co., Ltd. was awarded Green Industry
Level 4: Green Culture 2012 by the Ministry of Industry,
Outstanding Award for Safety, Occupational Health, and
Working Environment by the Department of Labour
Protection and Welfare under the Ministry of Labour,
3Rs Award for Waste Management based on 3Rs principle
and Honorary Award for Excellence in Water Consumption
Reduction 2012 by Department of Industrial Works.
Simathurakij Co., Ltd. was awarded the Level-3 Green
Industry 2012 and the Environmental Governance Award
by the Ministry of Industry, Outstanding Award for Safety,
Occupational Health, and Working Environment by the
Department of Labour Protection and Welfare under the
Ministry of Labour.
S.S. Karnsura Co., Ltd. was awarded Zero Waste to Landfill
Achievement Award 2012 by the Department of Industrial
Works, and Outstanding Award for Safety, Occupational
Health, and Working Environment by the Department of
Labour Protection and Welfare under the Ministry of
Labour.
89
90
Our People...
Our Success
Strategic Management
Finance and Accounting
Sales and Marketing
Operation
Supply Chain and Logistics
Human Resources
91
92
Credit Rating
Announcement
On 20 July 2012 the annual review announcement, TRIS Rating Co., Ltd.
(TRIS) announced the company rating of Thai Beverage Public Company
Limited (ThaiBev) at AA with CreditAlert Destination Negative
To gain an international credit rating in order to establish Companys
overseas credit exibility in the nancial markets, the Company engaged
Standard and Poors (S&P) and Moodys Investors Service Pty Limited
(Moodys), both well-recognized globally in their eld. S&P announced
the ThaiBev rating at BBB rating with CreditWatch Negative (as Ratings
Direct by S&P announced 19 July 2012), and Moodys announced the
ThaiBev rating at Baa2 with Watch Status Possible Downgrade (as Global
Credit Research Credit Opinion by Moodys announced 19 July 2012).
ThaiBevs ratings are under review due to the acquisition of Fraser and
Neave, Limited (F&N).
(Note: The Thailand Country Rating from TRIS is AAA, BBB+ from S&P and Baa1 by Moodys.)
The rating, if assigned, will be subjected to revision or withdrawal by each of the Rating
Companies, TRIS, S&P or Moodys when there has been material change to the rating and/or
annual review and/or review on opinion of each of the Rating Companies.
93
Corporate Governance
Report
At THBEV we adhere to good corporate governance principle, and the conduction of our business in compliance with all laws and
regulations applied to us. As a consequence, this year THBEV, as the Thai company listed on the Singapore Exchange (SGX),
received the Corporate Governance Asia Recognition Awards 2010 and the Corporate Governance Asia Recognition Awards 2011 for
two consecutive years from Corporate Governance Asia Magazine and Most Transparent Company Award 2010 as the Runner-Up in
the Foreign Listings Category from Securities Investors Association (Singapore) (SIAS).
Names
Positions
Number of Attendances /
Total of Meetings
1.
Chairman
9/11
2.
Vice Chairman
7/11
3.
Vice Chairman
11/11
4.
Vice Chairman
10/11
5.
Director
11/11
6.
Director
11/11
7.
-/11
8.
10/11
9.
11/11
11/11
11/11
Independent Director
10/11
Independent Director
9/11
Independent Director
8/11
Independent Director
11/11
Director
9/11
Director
11/11
10/11
9/11
11/11
10/11
11/11
Remarks:
(1) Mr. Staporn Kavitanon ceased from the position of Independent Director and Audit Committee Chairman on February 2, 2012 due to passing away.
(2) Mr. Prasit Kovilaikool was appointed as Independent Director and Audit Committee Chairman in the 2012 Annual General Meeting of
Shareholders held on April 27, 2012.
94
Executive Committee
Training
All Directors have passed the Director Accreditation Program
(DAP) of the Thai Institute of Directors. Some also accredited
the Director Certification Program (DCP) of the same
institution. We also encourage and support directors to
understand Singapore Law and the Listing Manual applicable
to our Company through training and information updating.
All Directors received a clear explanation of their roles and
responsibilities at the time of their proposed appointment to
the Board.
Principle 2
Board of Directors
As at December 31, 2012, our Board consists of twenty one
directors from twenty two directors (exclusive of one director
vacancy), including eight independent directors which are more
than one-third of the total number of the Board members. All
directors have long-term experience in business or attained
honorary position.
95
96
In 2012, the Executive Committee met 12 times, and the following table shows the details regarding the attendance to the meeting
of each member up to December 31, 2012:
Number of Attendances /
Total of Meetings
Names
Positions
1.
2.
3.
2nd
12/12
4.
11/12
5.
12/12
6.
5th
11/12
7.
8.
10/12
9.
11/12
10/12
6/12
7/12
11/12
12/12
11/12
12/12
7/12
11/12
7/12
10/12
6/12
4/12
(3)
(1) Mr. Vichate Tantiwanich was appointed as Senior Vice President on May 1, 2012 as per the Order of the Chairman of the Executive Committee
No. 2/2012 dated May 2, 2012. He was also appointed as member of the Executive Committee by the Board of Directors Meeting No. 3/2012,
which was held on May 14, 2012.
(2) Mr. Prapakon Thongtheppairot was appointed as Senior Vice President on July 1, 2012 as per the Order of the Chairman of the Executive
Committee No. 3/2012 dated June 29, 2012. He was also appointed as the member of the Executive Committee by the Board of Directors
Meeting No. 5/2012, which was held on July 17, 2012.
(3) Mr. Polapatr Suvarnazorn, was relieved from the positions of member of the Executive Committee and Senior Vice President as he was
appointed in the position of Advisor to the President and CEO on May 1, 2012.
97
Management Committee
The Board of Directors approved the set up of the Management
Committee (MC) and authorized the President and CEO to be in
charge of all MC activities. The MC was formed in January
2008 and consists of the top executives of business and
support units. Up to present, the members have been changed
due to the additional appointment and change of the top
executives responsibility.
As at December 31, 2012, the MC consists of twelve members
namely, Mr. Thapana Sirivadhanabhakdi, Mr. Sawat Sopa,
Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai,
Dr. Pisanu Vichiensanth, Mr. Vichai Chaiyavaranurak, Mr. Karn
Chitaravimol, Mr. Matthew Kichodhan, Mr. Jean Lebreton,
Mr. Vichate Tantiwanich, Mr. Marut Buranasetkul, and
Mr. Prapakon Thongtheppairot. The Chairman of the MC is
Mr. Thapana Sirivadhanabhakdi, the President and CEO.
Investment Committee
The Company is very careful and will cautiously proceed in
the investment for our business expansion. In this regard, the
Executive Committee appointed the Investment Committee (IC)
which consists of nine members from various units.
Mr. Narong Srisa-an is the Chairman of the IC and Mr. Thapana
Sirivadhanabhakdi and Mr. Sithichai Chaikriangkrai are the
Vice Chairman of the IC. The IC is responsible for consideration
and advises the Executive Committee on the acquisition/
disposal of businesses, assets, including the merger of
businesses of Thai Beverage Public Company Limited group of
companies both domestic and overseas.
Audit Committee
The Board of Directors appointed the Audit Committee which
consists of 4 independent directors, namely, Mr. Prasit
Kovilaikool, Prof. Kanung Luchai, Mr. Manu Leopairote, and
Mr. Ng Tat Pun. Mr. Prasit Kovilaikool is the Chairman of the
Audit Committee and Mr. Somsak Sae-Kuay, Vice President of
the Office of Internal Audit, is the Secretary to the Audit
Committee.
The members of the Audit Committee have all qualifications of
an independent director. They are not authorized by the Board
of Directors to make decisions on the business operation of the
Company, subsidiaries, affiliates or juristic persons which may
98
Nomination Committee
The Nomination Committee was appointed by the Board of
Directors. In 2012, the Nomination Committee consists of
Mr. Prasit Kovilaikool, Mr. Manu Leopairote, and Khunying
Wanna Sirivadhanabhakdi. The Chairman of the Nomination
Committee is Mr. Prasit Kovilaikool. Mr. Thidi Suwanarat is the
Secretary to the Nomination Committee. In this regard, the
majority of NC members including the NC Chairman are
independent directors.
The Nomination Committee is responsible for the selection of
the suitable person to be appointed as director and/or
President and CEO, and setting the procedures and the
guidelines for selection.
Board Membership
Remuneration Committee
The Remuneration Committee was appointed by the Board of
Directors. In 2012, the Remuneration Committee consists of
Mr. Prasit Kovilaikool, Mr. Manu Leopairote, and Prof. Kanung
Luchai. The Chairman of the Remuneration Committee is
Mr. Prasit Kovilaikool. Mr. Thidi Suwanarat is the Secretary to
the Remuneration Committee. In this regard, all RC members
are independent directors.
The Remuneration Committee is responsible for setting
the policies and the guidelines in the determination of
remunerations of any kind including to consider and review
the remuneration of the key executives.
Principle 4
In order to assure a transparent process for the appointment
of the directors to the Board, the Nomination Committee (NC)
would review and assess qualities of candidates for
directorships (including executive directorships) before making
recommendations to our Board. The NC also reviews the
retirement and re-election of directors for proposing the
election to the Annual General Meeting of Shareholders of
the Company to comply with our Articles of Association.
The Remuneration Committee (RC) also determines
remuneration policies and guidelines to set fair and reasonable
remunerations of any kind to directors and executive committee
members, as well as, reviews, revises, amends, or revokes such
policies and guidelines to be proposed to the annual general
meeting of shareholders of the Company for approval.
The Committee is also in charge of the consideration and review
of the remuneration of key executives and proposes to the
Board of Directors of the Company.
99
Board Performance
Principle 5
In conducting the business of the Company, the Board perform
their duties in good faith and due care according to the laws,
shareholders resolutions and to preserve the interests of the
Company. Our Board will do the self-assessment of their
performances and responsibilities.
100
Disclosure of Remuneration
Principle 9
Details of remuneration paid to the directors and top executives for the accounting year ended December 31, 2012, of which each
remuneration band is leveled at SGD250,000 (in accordance with the foreign exchange rate of SGD1 = Baht 24.50), are set out as
below:
9.1 Level of Remuneration
(Unit: Singapore Dollar)
Level of Remuneration
Name of Directors/Executives
250,000 to 499,999
500,000 or above
9.1.1 Directors
1.
2.
3.
4.
5.
6.
7.
8.
9.
101
Level of Remuneration
Name of Directors/Executives
250,000 to 499,999
500,000 or above
2.
3.
4.
5.
6.
7.
8.
Remarks:
(4)
(1) Mr. Staporn Kavitanon ceased from the position of Independent Director and Audit Committee Chairman on February 2, 2012 due to passing
away.
(2) Mr. Prasit Kovilaikool was appointed as Independent Director and Audit Committee Chairman in the 2012 Annual General Meeting of
Shareholders held on April 27, 2012.
(3) Mr. Vichate Tantiwanich was appointed as Senior Vice President on May 1, 2012 as per the Order of the Chairman of the Executive Committee
No. 2/2012 dated May 2, 2012. He was also appointed as member of the Executive Committee by the Board of Directors Meeting No. 3/2012,
which was held on May 14, 2012.
(4) Mr. Prapakon Thongtheppairot was appointed as Senior Vice President on July 1, 2012 as per the Order of the Chairman of the Executive
Committee No. 3/2012 dated June 29, 2012. He was also appointed as the member of the Executive Committee by the Board of Directors
Meeting No. 5/2012, which was held on July 17, 2012.
(5) Mr. Polapatr Suvarnazorn, was relieved from the positions of member of the Executive Committee and Senior Vice President as he was
appointed in the position of Advisor to the President and CEO on May 1, 2012.
102
Name of Directors/Executives
Bonuses as well as
funds paid based
on the operating results
of the Company
Salaries
Other
benets
Compensation in a
form of shares and
long-term benets
9.2.1 Directors
1.
80%
20%
2.
80%
20%
3.
48%
52%
4.
80%
20%
5.
74%
26%
6.
47%
53%
7.
100%
8.
100%
9.
100%
100%
100%
100%
100%
100%
100%
100%
100%
51%
49%
52%
48%
52%
48%
49%
51%
51%
49%
103
Type of Remuneration
Bonuses as well as
funds paid based
on the operating results
of the Company
Salaries
Name of Directors/Executives
Other
benets
Compensation in a
form of shares and
long-term benets
53%
47%
2.
81%
19%
3.
60%
40%
4.
60%
40%
5.
92%
8%
6.
53%
47%
85%
15%
47%
53%
7.
8.
Remarks:
(4)
(1) Mr. Staporn Kavitanon ceased from the position of Independent Director and Audit Committee Chairman on February 2, 2012 due to passing
away.
(2) Mr. Prasit Kovilaikool was appointed as Independent Director and Audit Committee Chairman in the 2012 Annual General Meeting of
Shareholders held on April 27, 2012.
(3) Mr. Vichate Tantiwanich was appointed as Senior Vice President on May 1, 2012 as per the Order of the Chairman of the Executive Committee
No. 2/2012 dated May 2, 2012. He was also appointed as member of the Executive Committee by the Board of Directors Meeting No. 3/2012,
which was held on May 14, 2012.
(4) Mr. Prapakon Thongtheppairot was appointed as Senior Vice President on July 1, 2012 as per the Order of the Chairman of the Executive
Committee No. 3/2012 dated June 29, 2012. He was also appointed as the member of the Executive Committee by the Board of Directors
Meeting No. 5/2012, which was held on July 17, 2012.
(5) Mr. Polapatr Suvarnazorn, was relieved from the positions of member of the Executive Committee and Senior Vice President as he was
appointed in the position of Advisor to the President and CEO on May 1, 2012.
In this regard, Directors and/or Executive Committee Directors of Thai Beverage Public Company Limited and/or its subsidiaries who
receive monthly salary from the Company and/or any subsidiaries will not receive the Director Remuneration pertaining to the
resolutions of the Board of Directors Meeting No. 2/2004 held on May 21, 2004.
Accountability
Audit Committee
Principle 10
Principle 11
104
Internal Controls
Principle 12
Our Board values a sound management internal control system.
To safeguard shareholders investments and the Companys
assets, the Board appointed an Executive Committee, each
member of which oversees different departments and business
units to ensure the adequacy of financial, operational and
compliance controls, including risk management policies.
In support of this, the Board also assigned the Office of
Corporate Secretariat to oversee the compliance with the laws
concerning the private company, public company limited and
the Securities Laws, which are applicable to the Company.
In addition to the relevant laws and regulations, the Board of
Directors also announces the Business Ethics and indicated
that all directors, executives and employees be complied.
In the Business Ethics, the Board of Directors included the
policy for the handling of information in order to protect
against unduly handling of information for personal benefits or
the benefits of other persons. It is the responsibility of the
directors, executives and employees of the Company to prevent
any access by unauthorized persons, and/or disclosure of,
non-public information that may affect the market price of the
Companys shares and other financial instruments issued by the
Company, before it has been received by the stock exchange, or
before the information has been made public through SGXNET,
or still be price-sensitive information.
In addition, the Board of Directors has a policy for directors
and executives on dealing in the Companys securities.
The directors and executives of the Company are prohibited
from dealing in the Companys securities from the date
commencing two weeks before the announcement of the
Company financial statements for each of the first three
quarters of the Companys financial year and one month before
the announcement of the Companys full year financial
statements, and from trading at any time on short-term
considerations. Under the Companys Articles, the Directors
must also notify the Company and the SGX-ST of the
particulars of his shareholding interest in the Company at the
time of his appointment and, for so long as he remains as a
Director, of any interest in, and all changes to, his shareholding
105
Internal Audit
Principle 13
The Company established the Office of Internal Audit as an
independent unit to assist the Board of Directors through the
Audit Committee by assessing and improving the effectiveness
of risk management, internal controls and good corporate
governance. In this regard, the Audit Committee appointed the
Vice President of the Office of Internal Audit as the Secretary
to the Audit Committee. The Internal Audit Office reports
directly to the Chairman of the Audit Committee and
administratively to Chief Executive Officer. The Office of
Internal Audit conducts objective and independent assessments
on the adequacy and efficiency of the Groups system of
internal controls. It operates within the framework stated in its
Internal Audit Charter, which is approved by the Audit
Committee. It adopts a risk-based audit methodology to
develop its audit plans, and its activities are aligned to key risks
of ThaiBev Group. Based on risk assessments performed,
greater focus and appropriate review intervals are set for
higher risk activities, and material internal controls, including
106
107
(Nirand Lilamethwat)
Certied Public Accountant
Registration No. 2316
KPMG Phoomchai Audit Ltd.
Bangkok
27 February 2013
Financial Statements
108
Assets
Note
2012
Separate
financial statements
2011
2012
2011
(Restated)
(in thousand Baht)
Current assets
Cash and cash equivalents
4,544,966
3,442,423
28,230
11,188
Current investments
2,289
12,804
6, 9
3,582,909
3,618,526
898,567
962,737
12,012
12,256
27,557
578
1,246,307
2,289,738
24,857,102
15,237,613
Inventories
10
32,972,438
30,552,267
11
3,874,071
4,297,832
37,996
17,672
47,149,104
45,176,327
24,935,918
15,278,729
104,319,644
149,161
Non-current assets
Investments in associates
12
Investments in subsidiaries
13
80,352,046
80,189,702
319,788
233,838
57,385
53,461
2,314,565
645,565
2,216
20
14
858,720
678,274
15
45,320,061
43,367,421
48,737
52,799
Goodwill
16
7,038,303
7,033,920
17
158,690
171,108
15,797
14,318
Leasehold rights
18
174,167
191,672
19
397,383
341,088
29,506
30,840
20
1,890,333
1,965,367
296,187
305,918
160,536,690
54,185,310
83,056,858
81,239,142
Total assets
207,685,794
99,361,637
107,992,776
96,517,871
Financial Statements
109
Note
2012
2011
Separate
financial statements
2012
2011
(Restated)
(in thousand Baht)
Current liabilities
Bank overdrafts and short-term loans
from financial institutions
Trade accounts payable
Other payables
21
11,334,945
5,226,897
8,370,341
3,500,000
6, 22
5,108,142
5,297,250
23
4,213,194
3,685,932
165,962
153,597
21
4,672,275
1,800,000
1,533,200
1,200,000
6, 21
302,862
145,911
9,608,376
8,924,330
2,814,991
2,925,761
118,744
50,791
39,043
44,958
Short-term provisions
Other current liabilities
2,107,487
2,112,481
61,021
62,458
30,592,939
21,239,190
19,857,644
13,891,176
6, 21
105
449
13,874,900
10,528,000
financial institutions
21
88,146,177
11,200,000
9,666,800
11,200,000
19
1,374,053
1,252,186
24
2,437,451
2,340,532
134,088
139,313
163,681
126,919
92,121,467
14,920,086
23,675,788
21,867,313
122,714,406
36,159,276
43,533,432
35,758,489
Non-current liabilities
Long-term loans from and
other payables to related parties
Long-term loans from
Financial Statements
110
Note
2012
2011
Separate
financial statements
2012
2011
(Restated)
(in thousand Baht)
Equity
Share capital:
25
29,000,000
29,000,000
29,000,000
29,000,000
25,110,025
25,110,025
25,110,025
25,110,025
(19,718,440)
(19,732,321)
31,035
17,215,737
17,215,737
17,215,737
17,215,737
26
Retained earnings:
Appropriated - legal reserve
26
Unappropriated
Other components of equity
26
2,900,000
2,900,000
2,900,000
2,900,000
52,399,129
32,956,589
19,157,349
15,533,620
3,469,585
1,300,272
45,198
81,376,036
59,750,302
64,459,344
60,759,382
3,595,352
3,452,059
84,971,388
63,202,361
64,459,344
60,759,382
207,685,794
99,361,637
107,992,776
96,517,871
Financial Statements
111
Statements of income
Thai Beverage Public Company Limited and its Subsidiaries
For the years ended 31 December 2012 and 2011
Consolidated
financial statements
Note
2012
Separate
financial statements
2011
2012
2011
(Restated)
(in thousand Baht)
Income
Revenue from sale of goods
6, 27
35
161,043,747
132,186,530
3,382,629
3,083,243
6,135
840
11,946,667
8,117,843
73,992
37,554
981,610
373,120
83,586
267
756,878
672,312
62,483
6,761
161,880,752
132,980,822
16,373,389
11,581,234
115,621,965
97,453,289
1,258,548
1,168,966
Management fees
Dividends
13
Interest income
Net gain on foreign exchange
Other income
28
Total income
Expenses
6, 27, 32
29
12,231,705
8,276,586
Administrative expenses
30
10,386,173
9,155,310
437,551
390,547
1,945,523
28,642
160,277
33
1,401,361
454,770
1,702,949
1,191,468
141,586,727
115,500,232
3,427,690
2,750,981
12,945,699
8,830,253
12
13,611,095
33,905,120
34
(5,145,582)
(196,639)
17,283,951
(5,317,352)
(254,051)
(271,078)
28,759,538
11,966,599
12,691,648
8,559,175
28,493,113
12,030,959
12,691,648
8,559,175
266,425
(64,360)
28,759,538
11,966,599
12,691,648
8,559,175
1.13
0.48
0.51
0.34
36
Financial Statements
112
2012
Separate
financial statements
2011
2012
2011
(Restated)
(in thousand Baht)
28,759,538
11,966,599
12,691,648
8,559,175
155,649
291,897
15
902,694
46,074
24
(20,973)
21,110
35,387
(22,148)
1,263,831
40,865
2,345
(177,865)
343,950
34
(4,222)
(7,077)
2,164,201
662,118
16,888
28,310
30,923,739
12,628,717
12,708,536
8,587,485
30,651,462
12,672,093
12,708,536
8,587,485
12,708,536
8,587,485
272,277
(43,376)
30,923,739
12,628,717
37
25,110,025
25,110,025
25,110,025
(19,732,321)
(19,732,321)
(19,732,321)
(19,732,321)
25,110,025
Note
Issued
and paid-up
share capital
Difference
arising from
common
control
transactions
17,215,737
17,215,737
17,215,737
17,215,737
Ordinary
share
premium
2,900,000
2,900,000
2,900,000
2,900,000
Legal reserve
(246,962)
32,956,589
33,203,551
32,956,589
12,003,950
(1,631,492)
(1,631,492)
291,897
(1,631,492)
291,897
(27,009)
(1,923,389)
Currency
translation
differences
12,030,959
(8,788,586)
(77)
(8,788,509)
29,741,225
Unappropriated
Retained earnings
2,930,551
2,930,551
2,930,551
375,033
375,033
2,555,518
Revaluation
surplus
(585)
1,213
1,798
1,213
1,213
1,213
Fair value
changes in
availablefor-sale
investments
(585)
1,300,272
1,300,857
1,300,272
668,143
668,143
632,129
Total other
components
of equity
(247,547)
59,750,302
59,997,849
59,750,302
12,672,093
641,134
12,030,959
(8,788,586)
(77)
(8,788,509)
55,866,795
Equity
attributable
to owners
of the
Company
Total
equity
(67,031)
3,452,059
3,519,090
3,452,059
(43,376)
(64,360)
20,984
3,212,828
3,277,592
(30)
(64,734)
282,607
63,202,361
(314,578)
63,516,939
63,202,361
12,628,717
662,118
11,966,599
(5,575,758)
3,277,592
(107)
(8,853,243)
56,149,402
Noncontrolling
interests
113
25,110,025
(19,718,440) 17,215,737
13,881
13,881
Ordinary
share
premium
(19,732,321) 17,215,737
25,110,025
Note
Issued
and paid-up
share capital
Difference
arising from
common
control
transactions
2,900,000
2,900,000
52,399,129
28,482,149
155,727
(1,475,765)
155,727
(10,964)
(1,631,492)
Currency
translation
differences
3,659,168
728,617
728,617
2,930,551
Revaluation
surplus
22,351
21,138
21,138
1,213
1,263,831
1,263,831
1,263,831
Fair value
changes in Share of other
available- comprehensive
for-sale
income
investments
of associates
28,493,113
(9,039,609)
(9,039,609)
32,956,589
Unappropriated
Retained earnings
Legal reserve
3,469,585
2,169,313
2,169,313
1,300,272
81,376,036
30,651,462
2,158,349
28,493,113
(9,025,728)
13,881
(9,039,609)
59,750,302
Equity
attributable
to owners
Total other
of the
components
Company
of equity
Total
equity
2,453
(9,157,165)
63,202,361
3,595,352
272,277
5,852
266,425
84,971,388
30,923,739
2,164,201
28,759,538
(128,984) (9,154,712)
(11,428)
(117,556)
3,452,059
Noncontrolling
interests
Financial Statements
114
25,110,025
37
Note
Issued
and paid-up
share capital
Profit
17,215,737
17,215,737
Ordinary
share premium
2,900,000
2,900,000
Legal reserve
15,533,620
8,587,485
28,310
8,559,175
(8,788,509)
(8,788,509)
15,734,644
Unappropriated
Retained earnings
60,759,382
8,587,485
28,310
8,559,175
(8,788,509)
(8,788,509)
60,960,406
Total equity
115
Profit
directly in equity
investments in a subsidiary
37
Note
25,110,025
31,035
31,035
31,035
Difference
arising from
common control
transactions
25,110,025
Issued
and paid-up
share capital
17,215,737
17,215,737
Ordinary
share premium
2,900,000
2,900,000
Legal reserve
19,202,547
12,708,536
16,888
12,691,648
(9,039,609)
(9,039,609)
15,533,620
Unappropriated
Retained earnings
64,459,344
12,708,536
16,888
12,691,648
(9,008,574)
31,035
(9,039,609)
60,759,382
Total equity
Financial Statements
116
Financial Statements
117
2012
Separate
financial statements
2011
2012
2011
(Restated)
(in thousand Baht)
28,759,538
11,966,599
3,928,795
3,426,108
12,691,648
8,559,175
Adjustments for
Depreciation and amortisation
Interest income
(73,992)
Finance costs
Unrealised loss on exchange
(37,554)
23,803
24,024
(981,610)
(373,120)
1,401,361
454,770
1,702,949
1,191,468
298,019
34,917
111,828
(7,684)
16,364
50,000
50,000
9,375
9,375
288,022
(139,454)
(194,208)
(15,574)
248,665
3,092
1,819
(197,055)
588,270
(42,760)
Dividends
(6,135)
Employee benefit
235,380
(840)
(32,975)
(11,946,667)
(8,117,843)
193,908
17,594
26,461
196,639
12
34
(13,611,095)
5,145,582
5,317,352
254,051
271,078
25,670,172
22,603,766
1,853,088
1,592,437
23,977
(570,848)
696,803
(1,535,293)
(2,228,452)
485,967
(182,953)
(2,301,656)
(2,427,783)
266,284
(4,848)
(20,348)
(42,609)
(11,026)
158,766
123,940
38,250
4,072
100,744
(32,075)
435,689
579,886
(138,888)
(103,143)
231,281
21,880
25,094,340
16,501,018
2,025,684
1,648,534
(5,368,595)
19,725,745
(4,353,917)
12,147,101
776
(188,985)
1,836,699
(18,280)
(348,952)
1,299,582
Financial Statements
118
2012
Separate
financial statements
2011
2012
2011
(Restated)
(in thousand Baht)
73,789
37,377
867,636
317,799
6,135
840
11,946,667
8,117,843
12,514
(13,107,900)
2,195,500
2,288,600
39,576
287,915
(90,111,990)
(47,068)
(161,129)
273,217
(4,821,368)
(3,164,562)
157,730
49,529
(40,648)
(31,971)
218
(13,570,095)
Investments in subsidiaries
(29,833)
( 8)
2,538
24,977
(2,225)
(9,057,106)
(94,897,097)
(11,892,371)
Interest paid
(1,352,909)
(21,866)
19
(7,686)
25
(386,250)
(142,277)
(18,789)
2,238
(1,955)
(356)
-
1,404,965
(2,637,897)
(388,673)
(1,710,104)
(1,107,557)
(9,039,609)
(8,788,509)
(9,039,609)
(8,788,509)
(117,556)
(64,734)
751,421
(190,673)
128,090,116
39,482,237
42,473,225
20,600,000
(37,602,884)
(22,100,000)
(122,733,217)
(40,326,910)
8,282,350
8,173,420
(4,427,600)
(5,350,700)
81,618,453
12,400,000
(1,800,000)
(2,500,000)
(1,200,000)
(2,500,000)
(377,262)
(3,224,622)
1,326,654
75,416,699
12,400,000
245,347
3,442,423
(122,532)
17,042
(11,661)
3,358,696
11,188
22,849
857,196
206,259
4,544,966
3,442,423
28,230
11,188
Financial Statements
119
Note
Contents
Note
Contents
General information
22
23
Other payables
24
25
Share capital
26
Reserves
non-controlling interests
27
Segment reporting
Related parties
28
Other income
29
Selling expenses
Other investments
30
Administrative expenses
31
10
Inventories
32
Expenses by nature
11
33
Finance costs
12
Investments in associates
34
13
Investments in subsidiaries
35
Promotional privileges
14
Investment properties
36
15
37
Dividends
16
Goodwill
38
Financial instruments
17
39
18
Leasehold rights
40
19
Deferred tax
41
20
21
Interest-bearing liabilities
Reclassification of accounts
Financial Statements
120
1. General information
Thai Beverage Public Company Limited, the Company, is incorporated in Thailand and has its registered office at 14 Vibhavadi
Rangsit Road, Chomphon, Chatuchak Bangkok.
The Company was listed on the Singapore Exchange Securities Trading Limited (SGX-ST) in May 2006.
The principal businesses of Thai Beverage Public Company Limited and its subsidiaries, the Group, are the production,
distribution of alcoholic and non-alcoholic beverages, and Japanese restaurants. Details of the Companys subsidiaries and
associates as at 31 December 2012 and 2011 were as follows:
Country of
incorporation
Ownership interest
(%)
2012
2011
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Type of business
Direct subsidiaries
1.
2.
3.
4.
Spirits distillery
Thailand
100.00
100.00
5.
Spirits distillery
Thailand
100.00
100.00
6.
Spirits distillery
Thailand
100.00
100.00
7.
Spirits distillery
Thailand
100.00
100.00
8.
Spirits distillery
Thailand
100.00
100.00
9.
Spirits distillery
Thailand
100.00
100.00
10.
Spirits distillery
Thailand
100.00
100.00
11.
Spirits distillery
Thailand
100.00
100.00
12.
Spirits distillery
Thailand
100.00
100.00
13.
Spirits distillery
Thailand
100.00
100.00
14.
Spirits distillery
Thailand
100.00
100.00
15.
Spirits distillery
Thailand
100.00
100.00
16.
Spirits distillery
Thailand
100.00
100.00
17.
Spirits distillery
Thailand
100.00
100.00
18.
Spirits distillery
Thailand
100.00
100.00
19.
Spirits distillery
Thailand
100.00
100.00
Financial Statements
121
Country of
incorporation
Ownership interest
(%)
2012
2011
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
distributor
Thailand
100.00
Type of business
beverages distributor
22.
23.
24.
25.
26.
27.
28.
29.
Spirits distributor
Thailand
100.00
100.00
30.
Spirits distributor
Thailand
100.00
100.00
31.
Spirits distributor
Thailand
100.00
100.00
32.
Spirits distributor
Thailand
100.00
100.00
33.
Spirits distributor
Thailand
100.00
100.00
34.
Spirits distributor
Thailand
100.00
100.00
35.
Spirits distributor
Thailand
100.00
100.00
36.
Spirits distributor
Thailand
100.00
100.00
37.
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
beverages agency
Thailand
100.00
100.00
Trading of biogas
Thailand
100.00
100.00
beverages agency
38.
39.
40.
41.
42.
Financial Statements
122
Type of business
Country of
incorporation
Ownership interest
(%)
2012
2011
Thailand
100.00
44.
Trading of molasses
Thailand
99.72
99.72
45.
Thailand
100.00
100.00
46.
Thailand
100.00
100.00
47.
100.00
100.00
distribution of spirits
48.
Thailand
100.00
100.00
49.
Trading of bottles
Thailand
100.00
100.00
50.
Thailand
100.00
100.00
51.
Thailand
100.00
100.00
Thailand
100.00
Construction
53.
Advertising agency
Thailand
100.00
100.00
54.
Training
Thailand
100.00
100.00
55.
Holding company
Hong Kong
100.00
100.00
56.
Trademark holding
Thailand
100.00
100.00
57.
100.00
100.00
of concentrate materials
58.
Thailand
100.00
100.00
59.
Holding company
Thailand
100.00
100.00
60.
Thailand
100.00
100.00
61.
Distribution of beverages
Thailand
100.00
100.00
62.
Thailand
89.26
89.26
Indirect subsidiaries
63.
Thailand
99.90
99.90
64.
Trading of spirits
Thailand
100.00
100.00
65.
Trading of spirits
Thailand
100.00
100.00
66.
Thailand
100.00
100.00
67.
Singapore
100.00
100.00
68.
Cambodia
100.00
100.00
69.
Malaysia
100.00
100.00
70.
Hong Kong
100.00
100.00
Financial Statements
123
Type of business
Country of
incorporation
Ownership interest
(%)
2012
2011
Holding company
United Kingdom
100.00
100.00
Holding company
Hong Kong
100.00
100.00
Thailand
99.84
99.84
Thailand
89.26
89.26
Thailand
89.26
89.26
89.26
72.
Limited
Limited
73.
74.
75.
76.
77.
Dormant
Thailand
100.00
100.00
78.
Consultancy service
Thailand
100.00
100.00
79.
Thailand
100.00
100.00
80.
Thailand
100.00
100.00
81.
Trademark holding
Singapore
100.00
100.00
82.
Singapore
100.00
100.00
83.
Bermuda
100.00
100.00
84.
Sermsuk PCL.
Thailand
64.66
64.66
Holding company
Hong Kong
100.00
85.
United States
Trading of alcoholic beverages
of America
100.00
100.00
87.
Blairmhor Limited *#
Holding Company
United Kingdom
100.00
100.00
88.
United Kingdom
100.00
100.00
89.
Peoples
100.00
100.00
China
100.00
100.00
Republic of
China
90.
Spirits distillery
Peoples
Republic of
91.
Dormant
United Kingdom
100.00
100.00
92.
Dormant
United Kingdom
100.00
100.00
93.
Dormant
United Kingdom
100.00
100.00
94.
Dormant
United Kingdom
100.00
100.00
Financial Statements
124
Type of business
Country of
incorporation
Ownership interest
(%)
2012
2011
Dormant
United Kingdom
100.00
100.00
96.
Dormant
United Kingdom
100.00
100.00
97.
United Kingdom
100.00
100.00
98.
Dormant
United Kingdom
100.00
100.00
99.
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Holding company
Thailand
64.66
64.66
64.66
64.66
and organisation
Thailand
64.66
Manage brands
Hong Kong
64.66
Thailand
64.66
Off licences
United Kingdom
49.49
49.49
Poland
84.00
Dormant
France
49.88
49.88
Thailand
25.86
25.86
Holding company
Singapore
28.63
beverages
106. Sermsuk Training Co.,Ltd. ***
*
Subsidiaries of International Beverage Holdings (UK) Limited
**
Subsidiaries of International Beverage Holdings (China) Limited
*** Subsidiaries of Sermsuk PCL.
**** Associates of International Beverage Holdings (UK) Limited
***** Associates of Sermsuk PCL.
****** Associates of InterBev Investment Limited
#
These are currently non-trading
On 5 January 2011 International Beverage Trading Limited (IBTL) was incorporated in Bermuda with an authorised share capital of
USD 0.1 million by issuing 100,000 ordinary shares with a USD 1 par value. International Beverage Holdings Limited, the Companys
subsidiary, holds the entire shares.
At the Executive Board of Directors meeting held on 24 January 2011, the directors approved in principle for Charun Business 52
Co., Ltd., a subsidiary of the Company, to sell its assets.
Financial Statements
125
On 5 July 2011, an indirect subsidiarys aseptic tanks at a factory in Pathumthani province collapsed, which resulted in interruption
of the Cold Aseptic Filling production line. The subsidiary and the vendor investigated the cause of this incident and discussed about
the responsibility with all parties concerned, along with the restoration of some production lines. Afterwards, the vendor agreed with
the subsidiary to deliver new tanks for replacement free of charge while the subsidiary paid installation charges.
At the Board of Directors meeting held on 9 September 2011, the directors approved for Thai Beverage Logistics Co., Ltd., the
Companys subsidiary, to acquire all 265,900,484 common shares of Sermsuk Public Company Limited, Sermsuk, representing
100% of issued and paid up capital of Sermsuk at the offered price of Baht 58 per share from all existing shareholders. The purchase
of shares was made by voluntary tender offer. As at 31 December 2011, the subsidiary held 64.66% of the issued and paid up capital
of Sermsuk.
At the Executive Board of Directors meeting held on 26 December 2011, the directors approved for the Company to sell 19,998
common shares of Dhanasindhi Co., Ltd., the Companys subsidiary, representing 99.99% of total shares at the price of Baht 1,995.98
per share, equal to appraisal value by the financial advisor. The Company sold the aforementioned shares in April 2012.
At the Executive Board of Directors meeting held on 26 December 2011, the directors approved for Feed Addition Co., Ltd., the
Companys subsidiary, to sell its assets related to production and distribution of fertilizer amounting to Baht 14,687,205.21, equal
to appraisal value by the financial advisor.
At the annual general meeting of the shareholders of the Company held on 27 April 2012, the shareholders approved the acquisition
of 171,923,138 ordinary shares of Sermsuk Public Co., Ltd., representing 64.66% of total shares from Thai Beverage Logistics
Co., Ltd., the Companys subsidiary.
At the annual general meeting of the shareholders of the Company held on 27 April 2012, the shareholders approved the acquisition
of 3,499,998 ordinary shares of United Products Co., Ltd., representing 99.99% of total shares from Sura Piset Phatra Lanna
Co., Ltd., the Companys subsidiary. The Company purchased the aforementioned shares in May 2012.
On 21 May 2012, Oishi International Holdings Limited, the Companys indirect subsidiary,was incorporated in Hong Kong with an
authorised share capital of HKD 50,000 by issuing 50,000 ordinary shares with a HKD 1 par value.
On 1 June 2012, Great Brands Limited, the Companys subsidiary of indirect subsidiary, was incorporated in Hong Kong with an
authorised share capital of HKD 1,000,000 by issuing 1,000,000 ordinary shares with a HKD 1 par value.
On 5 June 2012, Sermsuk Training Co., Ltd., the Companys subsidiary of an indirect subsidiary, was incorporated in Thailand with an
authorised share capital of Baht 10,000,000 by issuing 1,000,000 ordinary shares with Baht 10 par value. The initial paid up capital
was Baht 2.50 per share.
On 14 August 2012, a subsidiary of the Company acquired 313,036,775 common shares of Fraser and Neave, Limited (F&N),
a listed company in the Singapore Exchange Securities Trading Limited (SGX), representing 22% of equity of F&N. The Groups total
equity in F&N as of 31 December 2012, which included earlier and subsequent acquisitions from other existing shareholders in the
market was 99,387,047 common shares, representing 28.63% of F&N. (See note 5 for additional information).
On 8 November 2012, the Company and two subsidiaries entered into sale and purchase agreements to transfer all ordinary shares of
Wrangyer Beverage (2008) Co., Ltd. (Wrangyer), the Companys subsidiary, to an indirect subsidiary and two subsidiaries of this
indirect subsidiary, for the consideration of Baht 248 million, resulted in Wrangyer becoming a subsidiary of an indirect subsidiary of
the Company, effective from 30 November 2012.
On 21 November 2012, Pomthip (2012) Co., Ltd., the Companys subsidiary, was incorporated in Thailand with an authorised share
capital of Baht 10,000,000 by issuing 1,000,000 ordinary shares with a Baht 10 par value.
Financial Statements
126
On 16 November 2012, InterBev Investment Limited (IBIL), the Companys indirect subsidiary, was incorporated in Hong Kong with
an authorised share capital of SGD 1,000,000 by issuing 1,000,000 ordinary shares with a SGD 1 par value. International Beverage
Holdings Limited, the Companys subsidiary, holds the entire shares.
Financial Statements
127
Consolidated
financial statements
2012
2011
(in million Baht)
815
139
55
Insurance reimbursement
Received prior to 31 December
Received after 31 December
Not yet received
Accumulated insurance reimbursement recognised
Less reimbursement already recognised in previous periods
Insurance reimbursement recognised in each year
Write-off inventories loss from flood
Write-off assets loss from flood
Impairment of inventories
Impairment of property and equipment
Loss from business interruption
1,015
1,440
1,831
1,634
(1,634)
197
1,634
(229)
(26)
(319)
(250)
(10)
(589)
(173)
(144)
(234)
(180)
(1,794)
17
(160)
Financial Statements
128
The flood related expenses are attributable to the following functions presented in the statement of comprehensive income:
Consolidated
financial statements
2012
2011
(in million Baht)
Other income
(24)
(30)
(28)
25
35
165
(17)
160
Administrative expenses
Total flood related expenses
At 31 December 2012, future insurance reimbursements of Baht 1,016 million for the Group in respect of flood related expenses
were considered probable, but not virtually certain. In addition, at 31 December 2012 business interruption claims of Baht 261
million for the Group were estimated. These amounts were considered as contingent assets as at 31 December 2012 but were not
recognised in the Groups results for the year ended 31 December 2012.
Financial Statements
129
The Group measures any non-controlling interest at its proportionate interest in the identifiable net assets of the acquiree.
Transaction costs that the Group incurs in connection with a business combination, such as legal fees, and other professional and
consulting fees are expensed as incurred.
Acquisitions from entities under common control
Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the
Group are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at
the date that common control was established; for this purpose comparatives are revised. The assets and liabilities acquired are
recognised at the carrying amounts recognised previously in the Group controlling shareholders consolidated financial statements.
The components of equity of the acquired entities are added to the same components within the Groups equity except that any
share capital of the acquired entities is recognised as part of share premium. Any cash paid for the acquisition is recognised directly
in equity.
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the
financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control commences until the date that control ceases.
The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group.
Losses applicable to non-controlling interests in a subsidiary are allocated to non-controlling interests even if doing so causes the
non-controlling interests to have a deficit balance.
Loss of control
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the
other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or
loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is
lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the
level of influence retained.
Associates
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies.
Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity.
Investments in associates are accounted for in the consolidated financial statements using the equity method (equity-accounted
investees) and are recognised initially at cost. The cost of the investment includes transaction costs.
The consolidated financial statements include the Groups share of profit or loss and other comprehensive income of equity accounted
investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence
commences until the date that significant influence ceases. When the Groups share of losses exceeds its interest in an equity
accounted investee, the Groups carrying amount of that interest is reduced to zero and recognition of further losses is discontinued
except to the extent that the Group has an obligation or has made payments on behalf of the investee.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated in
preparing the consolidated financial statements. Unrealised gains arising from transactions with associates are eliminated against the
investment to the extent of the Groups interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains,
but only to the extent that there is no evidence of impairment.
Financial Statements
130
Financial Statements
131
(f) Inventories
Inventories are measured at the lower of cost and net realisable value.
Cost is calculated using the weighted average cost principle, and comprises all costs of purchase, costs of conversion and other
costs incurred in bringing the inventories to their present location and condition. In the case of manufactured inventories and workin-progress, cost includes an appropriate share of production overheads based on normal operating capacity and is calculated using
standard cost adjusted to approximate average cost.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make
the sale.
(g) Non-current assets held for sale
Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale
rather than through continuing use, are classified as held for sale. The assets (or disposal group) are measured at the lower of their
carrying value and fair value less cost to sell. Any impairment loss on a disposal group is first allocated to goodwill, and then to
remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets
and investment properties. Impairment losses on initial classification as held for sale and subsequent gains and losses on
remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.
(h) Investments
Investments in subsidiaries and associates
Investments in subsidiaries and associates in the separate financial statements of the Company are accounted for using the cost
method. Investments in associates in the consolidated financial statements are accounted for using the equity method.
Investments in other debt and equity securities
Debt securities that the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investments.
Held-to-maturity investments are stated at amortised cost, less any impairment losses. The difference between the acquisition cost
and redemption value of such debt securities is amortised using the effective interest rate method over the period to maturity.
Marketable equity securities are classified as available-for-sale investments. Available-for-sale investments are, subsequent to initial
recognition, stated at fair value, and changes therein, other than impairment losses and foreign currency differences on available-forsale monetary items, are recognised directly in equity. Impairment losses and foreign exchange differences are recognised in profit or
loss. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in
profit or loss. Where these investments are interest-bearing, interest calculated using the effective interest method is recognised in
profit or loss.
Equity securities which are not marketable are stated at cost less any impairment losses.
The fair value of financial instruments classified as available-for-sale is determined as the quoted bid price at the reporting date.
Disposal of investments
On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the associated
cumulative gain or loss that was reported in equity is recognised in profit or loss.
If the Group disposes of part of its holding of a particular investment, the deemed cost of the part sold is determined using the
weighted average method applied to the carrying value of the total holding of the investment.
Financial Statements
132
20 years
When the use of a property changes such that it is reclassified as property, plant and equipment, its fair value at the date of
reclassification becomes its cost for subsequent accounting.
(j)
Financial Statements
133
Revalued assets
Revaluations are performed by independent professional valuers with sufficient regularity. The Groups policy requires an appraisal to
be conducted every three to five years or when there are factors that might materially impact the value of the land, to ensure that the
carrying amount of these assets does not differ materially from that which would be determined using fair values at the reporting
date.
Any increase in value, on revaluation, is recognised in other comprehensive income and presented in the revaluation reserve in equity
unless it offsets a previous decrease in value recognised in profit or loss in respect of the same asset. A decrease in value is
recognised in profit or loss to the extent it exceeds an increase previously recognised in other comprehensive income in respect of
the same asset. Upon disposal of a revalued asset, any related revaluation surplus is transferred directly to retained earnings and
is not taken into account in calculating the gain or loss on disposal.
Subsequent costs
The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is
probable that the future economic benefits embodied within the part will flow to the Group, and its cost can be measured reliably.
The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment
are recognised in profit or loss as incurred.
Depreciation
Depreciation is calculated based on the depreciable amount, which is the cost of an asset, or other amount substituted for cost,
less its residual value.
Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each component of an item of
property, plant and equipment. The estimated useful lives are as follows:
Land improvement
Buildings and constructions
Building improvements
Machinery and equipment
Oak barrels
Furniture, fixtures and office equipment
Vehicles
3-30
10-40
1.5-30
4-40
10-20
3-10
3-10
years
years
years
years
years
years
years
Intangible assets
Goodwill
Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. The measurement of goodwill at initial
recognition is described in note 4(a). Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment
losses. In respect of equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of the
investment, and an impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the
carrying amount of the equity-accounted investee.
Research and development
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding,
is recognised in profit or loss as incurred.
Financial Statements
134
Development activities involve a plan or design for the production of new or substantially improved products and processes.
Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically and
commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete
development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour, overhead costs that
are directly attributable to preparing the asset for its intended use, and capitalised borrowing costs. Other development expenditure
is recognised in profit or loss as incurred.
Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.
Other intangible assets
Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation
and accumulated impairment losses.
Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it
relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as
incurred.
Amortisation
Amortisation is based on the cost of the asset, or other amount substituted for cost, less its residual value.
Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than
goodwill, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the
future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are as follows:
Computer software
Trademarks
Licences
3-10 years
3-20 years
10 years
Amortisation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.
(l) Leasehold rights
Leasehold rights are stated at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised in profit or loss on a straight-line basis over the agreement period.
(m) Impairment
The carrying amounts of the Groups assets are reviewed at each reporting date to determine whether there is any indication of
impairment. If any such indication exists, the assets recoverable amounts are estimated. For goodwill, the recoverable amount is
estimated each year at the same time.
An impairment loss is recognised if the carrying amount of an asset exceeds its recoverable amount. The impairment loss is
recognised in profit or loss unless it reverses a previous revaluation credited to equity, in which case it is charged to equity.
When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is objective
evidence that the value of the asset is impaired, the cumulative loss that had been recognised directly in equity is recognised in profit
or loss even though the financial asset has not been derecognised. The amount of the cumulative loss that is recognised in profit or
loss is the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously
recognised in profit or loss.
Financial Statements
135
Financial Statements
136
When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognised in
profit or loss on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits vest
immediately, the expense is recognised immediately in profit or loss.
The Group recognises all actuarial gains and losses arising from defined benefit plans in other comprehensive income and all expenses
related to defined benefit plans in profit or loss.
Other long-term employee benefits
The Groups net obligation in respect of long-term employee benefits other than pension plans is the amount of future benefit that
employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present
value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on AA credit-rated
bonds that have maturity dates approximating the terms of the Groups obligations. The calculation is performed using the projected
unit credit method. Any actuarial gains and losses are recognised in profit or loss in the period in which they arise.
Termination benefits
Termination benefits are recognised as an expense when the Group is committed demonstrably, without realistic possibility of
withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination
benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are
recognised as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and
the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting period, then
they are discounted to their present value.
Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a
present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation
can be estimated reliably.
(q) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated
reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and
the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
(r) Difference arising from common control transactions
Difference arising from common control transactions relates to the restructuring of businesses under the common control of the
ultimate majority equity holder of the Company and arises from the difference between the cost of the combination and the carrying
amounts of net identifiable assets at the date of combination (except for businesses acquired that are not under common control, net
identifiable assets are measured at the fair value). The Company recognises the difference arising from common control transactions
under equity until disposal of the investment.
Financial Statements
137
(s) Revenue
Revenue excludes value added taxes and is arrived at after deduction of trade discounts and volume rebates.
Sale of goods and services rendered
Revenue is recognised in profit or loss when the significant risks and rewards of ownership have been transferred to the buyer.
No revenue is recognised if there is continuing management involvement with the goods or there are significant uncertainties
regarding recovery of the consideration due, associated costs or the probable return of goods. Service income is recognised as
services are provided.
When the outcome of a contract for the rendering of services can be estimated reliably, contract revenue is recognised in profit or
loss by reference to the stage of completion of the contract activity at the reporting date. When the outcome of the contract cannot
be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
Construction contracts
Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims or incentive payments
to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome of a
construction contract can be estimated reliably, contract revenue and expenses are recognised in profit or loss in proportion to the
stage of completion of the contract.
The stage of completion is assessed by reference to surveys of work performed. When the outcome of a construction contract cannot
be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable.
An expected loss on a contract is recognised immediately in profit or loss.
Commissions
When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognised is the net amount
of commission made by the Group.
Investments
Revenue from investments comprises rental income from investment properties and dividend and interest income from investments
and bank deposits.
Rental income
Rental income from investment property is recognised in profit or loss on a straight-line basis over the term of the lease.
Lease incentives granted are recognised as an integral part of the total rental income over the term of lease. Contingent rentals are
recognised as income in the accounting period in which they are earned.
Interest and dividend income
Interest income is recognised in profit or loss as it accrues. Dividend income is recognised in profit or loss on the date the Groups
right to receive payments is established.
(t) Finance costs
Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and contingent consideration,
losses on disposal of available-for-sale financial assets, fair value losses on financial assets at fair value through profit or loss, and
impairment losses recognised on financial assets (other than trade receivables) that are recognised in profit or loss.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised
in profit or loss using the effective interest method.
Financial Statements
138
Financial Statements
139
Financial Statements
140
The consolidated financial statement for the year ended 31 December 2011 included in these financial statements has been restated
as shown below:
Consolidated statement of financial
position as of 31 December 2011
As stated
originally
Revised
(in million Baht)
31,645
Inventories
Other long-term investments
30,552
67
161
42,673
43,367
7,159
7,034
173
171
Other payables
3,756
3,686
1,299
1,252
1,301
1,300
33,204
32,957
3,519
3,452
Carrying
amounts as
stated
originally
Fair value
adjustments
Recognised
values revised
(in million Baht)
915
915
1,138
1,138
Inventories
2,397
8,698
802
9,500
36
36
458
(12)
446
1,129
54
1,183
Intangible assets
Deferred tax assets
Other assets
(1,005)
1,392
(1,266)
(1,266)
(1,308)
274
(1,034)
Other liabilities
(3,116)
80
(3,036)
9,081
193
9,274
Goodwill on acquisition
4,100
(125)
3,975
(3,209)
(68)
(3,277)
9,972
9,972
Non-controlling interests
Consideration paid
Cash acquired
Net cash outflow
(915)
9,057
The goodwill is mainly attributable to Sermsuks management and employees skills and talents to produce beverages and to
Sermsuks distribution and logistics network.
(915)
9,057
Financial Statements
141
In the three-month period from 1 October 2011 to 31 December 2011, Sermsuk contributed revenue of Baht 4,150 million and loss
of Baht 419 million to the Groups results. Sermsuks results for the three-month period ended 31 December 2011 were adversely
affected by the severe flooding occurring in parts of Thailand. If the acquisition had occurred on 1 January 2011, management
estimates that the Groups consolidated revenue would have been Baht 150,269 million and the Groups consolidated profit for the
year ended 31 December 2011 would have been Baht 12,441 million. In determining these amounts, management had assumed that
the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition
had occurred on 1 January 2011.
(b) Fraser and Neave, Limited
On 14 August 2012, International Beverage Holdings Limited, a direct subsidiary of the Company, acquired 313,036,775 common
shares of Fraser and Neave, Limited (F&N), a company incorporated in Singapore and listed on the Singapore Exchange Securities
Trading Limited, representing about 22% of equity interest on that day and paid the consideration for the shares at SGD 8.88 per
share amounting to SGD 2,779.8 million to 3 existing shareholders per sale and purchase agreements dated 18 July 2012. This
acquisition was granted the waiver for obtaining approval from the shareholders by the Singapore Stock Exchange on the condition
that the Company can seek shareholders ratification at an extraordinary general meeting within three months from the date of the
grant.
When including earlier acquisitions of 62,624,547 common shares from other existing shareholders in the market, the Groups total
shares in F&Ns equity was about 26% of F&Ns total equity as of 14 August 2012. Following this acquisition, F&N, which carries out
the principal activities of production and sale of soft drinks, dairy products and beer; development and investment in property; and
printing and publishing through its subsidiaries, joint ventures and associate companies, became an associate of the Company from
14 August 2012.
After 14 August 2012, a subsidiary of the Company acquired 36,762,500 common shares from other existing shareholders in the
market. Subsequently, all 412,423,822 common shares was transferred to InterBev Investment Limited, an indirect subsidiary whose
entire shares held by International Beverage Holdings Limited, on 18 December 2012. As of 31 December 2012, the Groups total
shares in Fraser and Neave, Limited represented 28.63% of F&Ns total equity.
Financial Statements
142
The change to the Investees net assets at the acquisition date, not adjusted by the percentage of ownership held by the Group,
comprised of the following:
Carrying
amounts
Fair value
adjustments
Recognised
values
(in million Baht)
26,281
26,281
15,196
15,196
13,877
13,877
155,002
155,002
6,689
6,689
Investment in associates
37,618
37,618
Investment properties
71,382
71,382
18,801
18,801
4,875
4,875
973
973
17,835
17,835
(13,325)
(13,325)
Borrowings
(98,300)
(98,300)
(3,238)
(3,238)
(46,034)
Intangible assets
Deferred tax assets
Other assets
207,632
(46,034)
207,632
30,169
(147,689)
Consideration paid
90,112
Cash acquired
(7,588)
82,524
The Company is presently in the process of determining the fair value of the identifiable net assets of F&N which is expected to be
completed within one year from the date of purchase. In the meantime, the book value of the identifiable net assets has been used to
account for the investment in associate. The adjustment of fair value of the net assets will be accounted for when the aforementioned
determination is completed.
Following the Groups purchase of this overseas investment, a significant part of the Investees business (the Business) was
eventually sold to another party. The Investee realised a gain of Baht 119,214 million from the sale of the Business and the Group
should ordinarily have recognised its proportionate share of profit according to equity accounting principles of Baht 35,191 million.
However, pending finalisation of the fair value assessment referred to in the preceding paragraph, the management determined that
the Group should recognise its share of profit only for an amount not exceeding the fair value of the Investee, amounting to Baht
13,437 million, as determined by the available valuation report from another independent appraiser, dated 20 December 2012.
Financial Statements
143
6. Related parties
For the purposes of these financial statements, parties are considered to be related to the Group and the Company if the Group and
the Company has the ability, directly or indirectly, to control or joint control the party or exercise significant influence over the party
in making financial and operating decisions, or vice versa, or where the Group and the party are subject common control or common
significant influence. Related parties may be individuals or other entities.
Relationships with related parties other than direct subsidiaries, indirect subsidiaries, subsidiaries of indirect subsidiaries and
associates of indirect subsidiaries (as presented in note 1) were as follows:
Name of entities
Country of
incorporation/
nationality
Nature of relationships
1.
Thailand
Thailand
3.
Thailand
4.
Thailand
5.
Thailand
Co., Ltd.)
6.
Thailand
7.
Thailand
8.
Thailand
9.
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Financial Statements
144
Name of entities
Country of
incorporation/
nationality
Nature of relationships
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Singapore
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Financial Statements
145
Name of entities
Country of
incorporation/
nationality
Nature of relationships
Thailand
Thailand
Thailand
Hong Kong
Hong Kong
Thailand
Thailand
Thailand
British Virgin
Island
Thailand
The pricing policies for particular types of transactions are explained further below:
Transactions
Pricing policies
Sale of goods
Rendering of services
Contractual prices
Receiving of services
Contractual prices
Contractual prices
and equipment
Purchase and sale of investments
Contractual prices
Financial Statements
146
Significant transactions for the years ended 31 December with related parties were as follows:
Consolidated
financial statements
Year ended 31 December
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
Management fees
3,383
3,083
357
315
Interest income
968
363
Interest expense
1,032
830
Dividends
11,947
8,118
Other income
28
Administrative expenses
11
Purchases of investments
386
143
Subsidiaries
Associates
Share of profit of associates,
net of income tax
13,611
(197)
447
423
390
358
456
432
399
367
903
1,192
23
111
10,489
10,620
201
232
104
103
Other income
126
354
616
495
767
30
19
Sales of investments
40
Post-employment benefits
Total key management personnel
compensation
Other related parties
Sales of goods
Income of rendering of services
Purchases of raw materials and packaging
Overhead costs
Cost of rendering of services
Financial Statements
147
Consolidated
financial statements
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
52
10
221
Others
77
241
Total
Subsidiaries
Short-term
loans to
Other
receivables
Total
Short-term
loans to
Other
receivables
2011
Total
12
83
6
5
12
12
12
83
806
24
21
785
24
2
2
13
112
Total
13
20
Other
receivables
2012
92
Short-term
loans to
11
107
11
109
1,146
2
1,121
4
25
73
24
24
18
1,254
68
18
24
Total
Other
receivables
2011
1,230
Short-term
loans to
Financial Statements
148
Total subsidiaries
PompalangCo., Ltd.
Subsidiaries (continued)
Short-term
loans to
Other
receivables
Total
Short-term
loans to
Other
receivables
2011
Total
140
601
24,855
10,190
26
10,050
11,077
378
98
300
387
605
556
16
11
11
19
23
Total
46
14
33
29
45
26
16
11
11
19
23
Other
receivables
2012
24,254
26
11,031
376
84
267
358
560
530
Short-term
loans to
14,753
228
10,825
411
155
11
379
213
Short-term
loans to
2011
Total
484
45
15
32
28
43
24
10
16
12
12
19
25
15,237
229
10,870
414
155
12
15
411
241
43
24
10
16
12
12
19
25
Other
receivables
149
Total
1,246
1,246
45
57
1,121
Total
225
2,290
2,290
15
36
531
1,460
Other
receivables
2011
Short-term
loans to
2,290
2,290
15
36
225
531
1,460
Total
24,254
Short-term
loans to
603
Other
receivables
2012
24,857
Total
14,753
Short-term
loans to
2011
Total
485
15,238
Other
receivables
* At 31 December 2012, the Group received notice of partial of insurance reimbursement of Baht 1,831 million (31 December 2011: Baht 1,634 million), of which Baht 815 million has been already received
(31 December 2011: Baht 139 million).
1,246
1,246
Others
45
57
1,121
Other
receivables
2012
Related companies
Short-term
loans to
Financial Statements
150
Total subsidiaries
Total
Others
Related companies
Subsidiaries
Long-term
loans to
2012
57
57
32
57
57
32
Total
53
53
30
Other
receivables
2011
Long-term
loans to
53
53
30
Total
32
2,304
11
10
2,315
10
2,305
377
176
781
938
Total
Other
receivables
2012
2,304
32
377
176
781
938
Long-term
loans to
635
635
119
67
449
Long-term
loans to
2011
Total
11
10
646
10
636
119
67
449
Other
receivables
151
Financial Statements
152
Summary of loans to
related parties
Consolidated
financial statements
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
Short-term loans
24,254
14,753
Long-term loans
2,304
635
26,558
15,388
Movements during the years ended 31 December of loans to related parties were as follows:
Consolidated
financial statements
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
At 1 January
14,753
1,977
Increase
11,670
13,108
Decrease
(2,169)
At 31 December
24,254
14,753
At 1 January
635
2,499
Increase
1,788
Decrease
At 31 December
Short-term loans
Subsidiaries
(332)
Long-term loans
Subsidiaries
(119)
2,304
(1,864)
635
Financial Statements
153
The currency denomination of loans to and other receivables from related parties of the Group and the Company as at 31 December
2012 and 2011 was as follows:
Consolidated
financial statements
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
foreign subsidiaries
16,982
15,884
10,190
Total
27,172
15,884
Consolidated
financial statements
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
848
903
170
158
162
31
107
105
58
58
54
31
13
11
113
11
21
10
17
10
1,459
1,438
Others
Total
Subsidiaries
Short-term
loans from
Total
Short-term
loans from
Other
payables
2011
Total
494
404
519
149
258
221
184
176
394
116
171
101
129
532
79
240
475
1,193
Short-term
loans from
10
12
Other
payables
2012
496
412
524
151
259
223
185
178
396
119
172
103
132
540
80
242
485
1,205
Total
466
590
1,105
158
103
183
266
124
299
230
78
10
18
320
97
279
132
Short-term
loans from
2011
Total
15
468
597
1,109
159
103
185
267
126
301
232
79
10
19
326
98
286
147
Other
payables
Financial Statements
154
Total subsidiaries
Subsidiaries (continued)
Short-term
loans from
2012
Total
Short-term
loans from
Other
payables
2011
Total
9,144
27
53
210
101
17
20
47
126
124
228
560
386
381
500
527
Short-term
loans from
436
81
248
Other
payables
2012
9,580
28
54
212
81
349
17
21
47
127
125
229
563
391
385
504
533
Total
8,636
10
25
84
84
25
13
146
255
14
137
405
28
486
761
489
585
617
Short-term
loans from
2011
Total
275
11
48
125
8,911
11
10
27
87
48
209
27
13
147
256
14
138
407
29
488
765
493
588
621
Other
payables
155
Others
Total
303
303
39
18
21
27
37
139
Other
payables
303
303
39
18
21
27
37
139
Total
Short-term
loans from
146
146
37
11
10
31
13
21
Other
payables
2011
146
146
37
11
10
31
13
21
Total
9,144
Short-term
loans from
464
28
14
Other
payables
2012
9,608
28
14
Total
8,636
Short-term
loans from
2011
Total
288
13
8,924
13
Other
payables
Short-term loans from and other payables to related parties of the Group and the Company as at 31 December 2012 and 2011 were denominated entirely in Thai Baht and other functional
currencies of foreign subsidiaries.
Related companies
Short-term
loans from
Financial Statements
156
Subsidiaries
Long-term
loans from
Other
payables
2012
Total
Long-term
loans from
Other
payables
2011
Total
1,710
394
686
755
702
266
380
68
423
136
540
14
384
577
126
115
261
184
264
1,539
118
320
191
234
325
130
1,242
Long-term
loans from
Other
payables
2012
1,710
394
686
755
702
266
380
68
423
136
540
14
384
577
126
115
261
184
264
1,539
118
320
191
234
325
130
1,242
Total
1,275
163
375
525
110
146
372
48
352
76
309
130
302
73
18
70
98
1,018
109
157
77
79
158
3,090
Long-term
loans from
2011
Total
1,275
163
375
525
110
146
372
48
352
76
309
130
302
73
18
70
98
1,018
109
157
77
79
158
3,090
Other
payables
157
Total
Other
payables
Total
Long-term
loans from
Other
payables
2011
Total
13,875
75
285
177
60
38
43
31
172
901
Long-term
loans from
Other
payables
2012
13,875
75
285
177
60
38
43
31
172
901
Total
10,528
64
246
458
59
32
23
20
177
319
Long-term
loans from
2011
Total
10,528
64
246
458
59
32
23
20
177
319
Other
payables
Long-term loans from and other payables to related parties of the Group and the Company as at 31 December 2012 and 2011 were denominated entirely in Thai Baht and other functional
currencies of foreign subsidiaries.
Subsidiaries (continued)
Long-term
loans from
Financial Statements
158
Financial Statements
159
Summary of loans to
related parties
Consolidated
financial statements
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
Short-term loans
9,144
8,636
Long-term loans
13,875
10,528
23,019
19,164
Movements during the years ended 31 December of loans from related parties were as follows:
Consolidated
financial statements
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
At 1 January
8,636
5,938
Increase
2,801
5,371
Decrease
(2,293)
(2,673)
At 31 December
9,144
8,636
At 1 January
10,528
10,403
Increase
5,481
2,803
Decrease
(2,134)
(2,678)
At 31 December
Short-term loans
Subsidiaries
Long-term loans
Subsidiaries
13,875
10,528
Financial Statements
160
Sura Bangyikhan Co., Ltd., the Companys subsidiary, entered into license agreements with 12 subsidiaries for the rights to use
trademarks for white spirits and Chiang - Chun blended spirits as stipulated in the agreement. The trademark fee is from Baht
0.50 - 1.50 per bottle, based on the contents and size of the bottle. With effective from January 2010, the trademark fee was
adjusted to Baht 0.50 - 1.20 per bottle, based on the contents and size of the bottle.
Financial Statements
161
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
Capital commitments
Buildings and other constructions
38
125
Total
163
227
214
53
52
243
317
44
56
Total
470
531
97
108
118
1,421
67
109
67
109
36
23
24
Other commitments
Purchase molasses
Other agreements
Total
51
18
37
56
295
1,572
104
165
Financial Statements
162
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
124
55
1,021
895
2,468
2,112
27
10
932
380
4,545
3,442
28
11
Cash on hand
The currency denomination of cash and cash equivalents as at 31 December was as follows:
Consolidated
financial statements
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
4,401
3,217
28
11
81
34
215
28
4,545
3,442
28
11
Others
Total
Financial Statements
163
8. Other investments
Consolidated
financial statements
2012
Separate
financial statements
2011
(restated)
2012
2011
(in million Baht)
Current investments
Short-term deposits at financial institutions
Others
12
13
120
73
10
12
195
154
Total
(5)
(5)
200
161
320
234
322
247
As at 31 December 2009, an indirect subsidiary invested in government bonds in the amount of Baht 8.5 million, bearing interest
rates at 5.90% and 4.25% per annum and maturity in 2013 and 2014. The bonds have been pledged as collateral for electricity
utilisation. Subsequently during 2010, the aforementioned indirect subsidiary invested additionally in government bonds in the
amount of Baht 3.66 million, bearing interest rate at 4.125% per annum and maturity in 2016. The bonds have been pledged as
collateral for natural gas utilisation.
Other investments of the Group as at 31 December 2012 and 2011 were denominated entirely in Thai Baht.
Financial Statements
164
Separate
financial statements
Note
2012
2011
2012
2011
(in million Baht)
77
241
Other parties
3,576
3,459
Total
3,653
3,700
3,619
16
Related parties
(70)
3,583
Net
(81)
(8)
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
69
102
135
6-12 months
Over 12 months
77
241
3,157
3,101
364
299
3-6 months
24
40
6-12 months
14
Over 12 months
17
14
3,576
3,459
Related parties
Within credit terms
Overdue:
Other parties
Within credit terms
Overdue:
Less than 3 months
Net
(70)
(81)
3,506
3,378
3,583
3,619
The normal credit term granted by the Group ranges from 7 days to 165 days.
Financial Statements
165
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
3,526
3,604
Euro (EUR)
33
13
12
11
3,583
3,619
10. Inventories
Consolidated
financial statements
2012
2011
(restated)
Separate
financial statements
2012
2011
(in million Baht)
Finished goods
13,586
11,860
Maturing spirits
10,145
9,316
Work in progress
4,366
4,060
Raw materials
1,727
2,971
Packaging materials
2,561
1,799
Spare parts
523
526
Others
616
767
33,524
31,299
(552)
(747)
32,972
30,552
115,817
96,997
732
731
(927)
(275)
115,622
97,453
Financial Statements
166
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
1,526
2,948
Deposit
810
135
12
Refundable VAT
484
478
26
17
694
522
Others
Total
360
215
3,874
4,298
38
18
Other current assets of the Group and the Company as at 31 December 2012 and 2011 were denominated entirely in Thai Baht and
other functional currencies of foreign subsidiaries.
At 1 January
Share of net profit (loss) of equity-accounted associates
Share of other comprehensive income of associates
Acquisitions
Translation differences of preparing consolidated financial statement
At 31 December
2012
2011
(in million Baht)
149
123
13,611
(196)
1,264
90,112
217
(816)
104,320
5
149
Following the Groups purchase of an overseas investment, a significant part of the Investees business (the Business) was
eventually sold to another party. The Investee realised a gain of Baht 119,214 million from the sale of the Business and the Group
should ordinarily have recognised its proportionate share of profit according to equity accounting principles of Baht 35,191 million.
However, pending finalisation of the fair value assessment referred to in note 5, the management determined that the Group should
recognise its share of profit only for an amount not exceeding the fair value of the Investee, amounting to Baht 13,437 million,
as determined by the available valuation report from another independent appraiser, dated 20 December 2012.
49.88
25.86
(%)
25.86
49.88
84.00
49.49
2011
1,574
75
69
1,428
2012
154
75
69
2011
Paid-up capital
89,343
30
18
89,294
2012
Cost
56
30
18
2011
2012
(7)
(7)
2011
Impairment
89,343
30
18
89,294
49
30
18
2011
At cost - net
2012
104,320
195
130
103,995
2012
149
21
128
2011
Equity
2011
2012
Dividend income
None of the Groups equity-accounted investees are publicly listed and consequently do not have published price quotations, except for Fraser and Neave, Limited which is listed on
the Singapore Exchange Securities Trading Limited. Based on the closing price of SGD 9.70 per share at the reporting date, the fair value of the Groups investment in Fraser and Neave,
Limited is Baht 100,161 million.
Total
49.49
28.63
Liquorland Limited
indirect subsidiaries
Held by subsidiaries of
Associates
2012
Ownership interest
Investments in associates as at 31 December 2012 and 2011, and dividend income from those investments for the years then ended were as follows:
167
Financial Statements
168
2011
(in million Baht)
At 1 January
80,190
80,047
Acquisitions
386
143
(224)
80,352
80,190
The Executive Board of Directors meeting held on 25 April 2011 unanimously approved in principle for International Beverage
Holdings Limited, the Companys subsidiary, to increase its authorised share capital amounting to HKD 36.5 million; InterBev
(Singapore) Limited, the Companys indirect subsidiary, to increase its authorised share capital amounting to SGD 6 million; and
Super Brands Company Pte. Ltd., the Companys subsidiary of indirect subsidiary, to increase its authorised share capital amounting
to SGD 8.2 million. The increase in share capital of International Beverage Holdings Limited, the Companys subsidiary, InterBev
(Singapore) Limited, the Companys indirect subsidiary, and Super Brands Company Pte. Ltd. ,the Companys subsidiary of indirect
subsidiary, were completed on 31 May 2011, 20 June 2011 and 27 June 2011, respectively.
On 15 May 2012, the Company acquired 3,499,998 ordinary shares, representing 99.99% of the share capital of United Products
Co., Ltd. for a consideration of Baht 107.50 per share, totalling Baht 376.25 million from Sura Piset Phatra Lanna Co., Ltd., the
Companys subsidiary.
Investments in subsidiaries as at 31 December 2012 and 2011, and dividend income from those investments for the years then
ended were as follows:
Financial Statements
169
Paid-up capital
Cost method
Dividend income
2011
2012
2011
2012
2011
(%)
2012
2011
(in million Baht)
Subsidiaries
Beer Thai (1991) PCL.
100.00
100.00
5,550
5,550
12,500
12,500
344
78
100.00
100.00
6,600
6,600
12,500
12,500
1,703
462
100.00
100.00
7,500
7,500
7,500
7,500
135
90
100.00
100.00
900
900
900
900
66
29
100.00
100.00
700
700
691
691
22
100.00
100.00
700
700
697
697
26
11
100.00
100.00
700
700
700
700
36
100.00
100.00
4,000
4,000
4,000
4,000
1,388
1,092
100.00
100.00
900
900
900
900
68
52
100.00
100.00
800
800
800
800
51
41
100.00
100.00
800
800
800
800
75
74
100.00
100.00
700
700
700
700
57
52
100.00
100.00
5,000
5,000
5,000
5,000
310
305
100.00
100.00
1,800
1,800
1,800
1,800
94
76
100.00
100.00
900
900
888
888
166
114
100.00
100.00
800
800
800
800
100.00
100.00
800
800
766
766
41
27
100.00
100.00
1,000
1,000
1,010
1,010
100.00
100.00
10
10
10
10
246
100.00
100.00
10
10
10
10
175
74
100.00
100.00
10
10
10
10
110
100.00
100.00
10
10
10
10
104
25
100.00
100.00
10
10
10
10
82
39
100.00
100.00
10
10
10
10
176
83
100.00
100.00
10
10
10
10
57
100.00
100.00
10
10
10
10
106
25
100.00
10
10
100.00
100.00
10
10
10
10
522
454
100.00
100.00
10
10
10
10
583
586
100.00
100.00
10
10
10
10
118
102
100.00
100.00
10
10
10
10
368
339
100.00
100.00
10
10
10
10
263
215
100.00
100.00
10
10
10
10
357
319
Financial Statements
170
Paid-up capital
Cost method
Dividend income
2011
2012
2011
2012
2011
(%)
2012
2011
(in million Baht)
Subsidiaries (continued)
Numrungrod Co., Ltd.
100.00
100.00
10
10
10
10
442
460
100.00
100.00
10
10
10
10
249
214
100.00
100.00
261
192
100.00
100.00
27
27
844
382
100.00
100.00
294
204
100.00
100.00
25
25
271
295
100.00
100.00
24
24
207
147
100.00
100.00
860
860
864
864
100.00
200
200
99.72
99.72
40
40
35
35
237
103
100.00
100.00
32
32
26
37
100.00
100.00
34
34
27
26
100.00
100.00
122
122
84
84
100.00
100.00
300
300
296
296
100.00
100.00
123
123
134
134
136
100.00
100.00
1,012
1,012
1,012
1,012
100.00
100.00
300
300
300
300
299
327
100.00
20
24
31
100.00
350
376
100.00
100.00
25
25
61
61
14
15
100.00
100.00
16
100.00
100.00
8,006
8,006
8,006
8,006
100.00
100.00
1,667
1,667
4,139
4,139
428
70
100.00
100.00
39
39
100.00
100.00
4,318
4,318
83
118
100.00
100.00
130
130
24
31
100.00
100.00
1,000
1,000
1,015
1,015
89.26
89.26
375
375
6,207
6,207
385
536
100.00
100.00
60
60
60
60
54,589
54,449
80,352
80,190
11,947
8,118
None of the Companys subsidiaries are publicly listed and consequently do not have published price quotations, except for
Oishi Group PCL. which is listed on the Stock Exchange of Thailand. Based on the closing price of Baht 157.00 per share at the
reporting date, the fair value of the Companys investment in Oishi Group PCL. is Baht 26,276 million.
Financial Statements
171
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
808
912
30
161
Cost
At 1 January
Acquired in business combinations
Additions
Reclassification from property, plant
and equipment
(134)
1,070
808
130
126
44
37
211
130
786
678
678
At 31 December 2012
859
Disposals
At 31 December
101
The Groups investment properties as at 31 December 2012 and 2011 were revalued by Thai Property Appraisal Lynn Phillips Co.,
Ltd., a firm of independent professional appraisers, and the Treasury Department, Ministry of Finance. The appraised value as at
31 December 2012 was Baht 906.83 million (31 December 2011: Baht 906.83 million).
Investment properties comprise of a number of commercial properties that are leased to third parties and idle land. Property, plant
and equipment (see note 15) have been transferred to investment properties, since they were no longer used by the Group and
as such it was decided that those property, plant and equipment would be leased to a third party.
At 31 December 2012
exchange rates
Effect of movements in
16,242
(36)
Disposals
944
134
15,200
combinations
Additions
1 January 2012
exchange rates
Disposals
Effect of movements in
46
4,184
11
10,959
Land
Transfers
combinations
Additions
At 1 January 2011
Cost/ revaluation
1,557
1,549
38
15
1,492
Land
improvement
21,800
(99)
158
521
21,212
87
(87)
836
978
164
19,234
Building,
buildings and
leasehold
improvement
50,501
22
(929)
1,578
737
49,093
85
(922)
2,231
3,023
399
44,277
Machinery
and
equipment
2,754
29
2,722
12
(18)
19
2,709
Oak
barrels
1,349
(76)
46
165
1,214
(60)
18
46
149
1,059
Furniture,
fixtures
and office
equipment
4,534
(162)
422
4,267
(41)
11
932
208
3,150
Vehicles
1,733
(12)
(4)
(1,861)
2,856
754
(1)
100,470
21
(1,270)
(101)
944
4,865
96,011
194
(1,129)
46
9,500
3,089
84,311
Total
(in million Baht)
(3,134)
322
2,135
1,431
Assets under
construction
and
installation
Financial Statements
172
At 31 December 2012
Owned assets
Assets under finance leases
12,503
11,227
611
16,242
12,503
11,227
12,513
968
968
760
11,474
760
12,513
15
874
874
11,459
611
655
15,200
9,759
10,436
9,759
8
37,998
6
10,573
10,436
(69)
-
(339)
433
433
395
395
323
323
916
1,786
163
819
29
(192)
(501)
16,242
655
15,200
(37)
(53)
(68)
(20)
-
669
2,103
987
72
36,580
9,738
894
10,959
132
64
56
669
1,962
(488)
(58)
(54)
524
64
(11)
131
1,962
878
736
135
1,835
34,518
8,798
Oak
barrels
Furniture,
fixtures
and office
equipment
70
Machinery
and
equipment
823
Land
improvement
10,959
Land
Building,
buildings and
leasehold
improvement
1,640
1,640
1,616
1,616
663
660
(153)
2,894
396
2,651
(38)
196
2,487
Vehicles
1,696
1,696
754
754
1,431
1,431
37
37
Assets under
construction
and
installation
45,320
45,320
43,367
15
43,352
35,114
35,111
55,150
16
(189)
(44)
(1,130)
3,853
52,644
136
(649)
588
3,372
49,197
Total
(in million Baht)
173
Financial Statements
174
Leasehold
improvements
Furniture,
fixtures
and office
equipment
Vehicles
Assets under
contruction
and
installation
Total
(in million Baht)
Cost
At 1 January 2011
10
138
18
169
Additions
18
22
Transfers
(1)
Disposals
(1)
(4)
(5)
13
155
15
186
Additions
17
Transfers
Disposals
(2)
(3)
(5)
At 31 December 2012
13
162
18
198
At 1 January 2011
105
15
122
13
16
Disposals
(1)
(4)
(5)
117
12
133
13
17
Disposals
(1)
(1)
At 31 December 2012
13
129
149
Financial Statements
175
Leasehold
improvements
Furniture,
fixtures
and office
equipment
Vehicles
Assets under
contruction
and
installation
Owned assets
33
47
33
47
38
53
Total
(in million Baht)
38
53
Owned assets
33
49
33
49
At 31 December 2012
The gross amount of the Companys fully depreciated leasehold improvements and equipment that was still in use as at 31 December
2012 amounted to Baht 105 million (2011: Baht 102 million).
16. Goodwill
Consolidated
financial statements
Note
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
7,193
3,203
3,975
15
7,199
7,193
159
154
161
159
At 1 January
7,034
3,049
At 31 December
7,038
7,034
Cost
At 1 January
Acquired through business combinations
Effect of movements in exchange rates
At 31 December
Impairment losses
At 1 January
Effect of movements in exchange rates
At 31 December
Net book value
Financial Statements
176
Trademarks
Licences
Total
(in million Baht)
136
380
18
534
15
21
36
Additions
29
32
Disposals
(7)
(11)
(18)
Cost
At 1 January 2011
174
386
28
588
Additions
32
40
Disposals
(2)
(2)
204
398
28
630
At 1 January 2011
59
320
382
20
12
36
Disposals
(2)
(2)
79
333
417
28
21
57
Disposals
(1)
(1)
(2)
(2)
106
339
26
471
At 1 January 2011
77
60
15
152
95
53
23
171
At 31 December 2012
98
59
159
The amortisation of patents and trademarks is allocated to the cost of inventory and is recognised as cost of sales as inventory is
sold; the amortisation of other intangible assets is included in cost of sales. The impairment loss is recognised in cost of sales in the
statement of comprehensive income.
Financial Statements
177
Separate
financial statements
Computer software
(in million Baht)
Cost
At 1 January 2011
57
Additions
Disposals
(4)
55
Additions
Disposals
At 31 December 2012
63
33
8
41
6
47
24
14
At 31 December 2012
16
Financial Statements
178
262
14
276
(2)
At 31 December 2012
274
68
12
84
14
At 31 December 2012
100
194
192
At 31 December 2012
174
Total
Liabilities
2012
2011
2012
1,101
1,002
(2,078)
(704)
(661)
397
341
704
(1,374)
2011
(in million Baht)
(1,913)
661
(1,252)
Financial Statements
179
Total
Set off of tax
Net deferred tax assets (liabilities)
Liabilities
2012
2011
2012
2011
(in million Baht)
30
31
30
31
Movements in total deferred tax assets and liabilities during the year were as follows:
Consolidated financial statements
(Charged) / credited to:
At 1
January
2012
Profit
or loss
Other
comprehensive
income
Acquired in
business
combinations
At 31
December
2012
(in million Baht)
163
28
191
Investment properties
15
21
Long-term investment
301
22
323
Inventories
Provisions
12
13
470
11
485
22
30
Others
18
19
37
1,002
95
1,101
Total
Set off of tax
(661)
(704)
341
397
(1,845)
(13)
(174)
(2,032)
(68)
30
(8)
(46)
(1,913)
17
(182)
(2,078)
661
704
(1,252)
Net
(911)
(1,374)
112
(178)
(977)
Financial Statements
180
Profit
or loss
Other
comprehensive
income
Acquired in
business
combinations
At 31
December
2011
(in million Baht)
64
53
74
191
Investment properties
22
22
Long-term investment
Inventories
299
(20)
87
366
Provisions
12
16
313
10
13
250
586
89
(84)
21
26
(221)
(8)
11
811
(260)
(229)
11
23
446
1,002
(661)
341
(1,192)
(1,192)
(38)
12
(26)
(14)
354
(1)
339
(999)
-
(2,243)
366
(35)
(36)
(1,034)
(1,913)
661
(1,252)
Net
(381)
(286)
344
(588)
(911)
Financial Statements
181
Profit
or loss
Other
comprehensive
income
At 31
December
2012
(in million Baht)
28
(4)
27
Total
31
(4)
30
Profit
or loss
Other
comprehensive
income
At 31
December
2011
(in million Baht)
50
(11)
41
(19)
(15)
54
(16)
(7)
31
Separate
financial statements
Note
2012
2011
2012
2011
(in million Baht)
39
1,579
1,629
296
305
Deposits
205
218
Others
106
118
1,890
1,965
296
306
Total
Financial Statements
182
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
1,112
336
12
39
268
2,243
4,581
600
3,500
7,770
7,770
193
11,335
5,227
8,370
3,500
Unsecured
1,533
1,800
1,533
1,200
3,139
Current
Bank overdrafts
Secured
Letter of comfort
Unsecured
Short-term loans from financial
institutions
Promissory note
Letter of comfort
Unsecured
Bills of exchange
Unsecured
Trust Receipt
Unsecured
Bank overdrafts and short-term
loans from financial institutions
Current portion of long-term loans
from financial institutions
9,144
8,636
16,007
7,027
19,047
13,336
9,667
11,200
9,667
11,200
78,479
13,875
10,528
88,146
11,200
23,542
21,728
104,153
18,227
42,589
35,064
Non-current
Long-term loans from financial
institutions
Unsecured
Unsecured with guarantee
Long-term loans from related parties
Unsecured
Total
Financial Statements
183
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
16,007
7,027
19,047
13,336
88,146
11,200
23,542
21,728
104,153
18,227
42,589
35,064
Total
The principal features of the borrowings were as follows:
(a)
Bank overdrafts are repayable on demand. As at 31 December 2012, the Group had total overdraft facilities amounting to
Baht 5,557 million (2011: Baht 4,612 million) which were partially supported by letters of comfort issued by the Company.
(b)
Short-term loans from financial institutionsas at 31 December 2012, the Group had short-term loan facilities from several
financial institutions totalling Baht 46,750 million (2011: Baht 41,335 million) of money market rates quoted by banks.
The Group utilised short-term loans totalling Baht 2,243 million (2011: Baht 4,849 million), comprising of loans supported by
promissory notes issued by the Group to several domestic financial institutions totalling Baht 2,243 million (2011: Baht 4,581
million), and an indirect subsidiary had trust receipts facility with a financial institution totalling Baht 800 million, with utilised
trust receipts totalling Baht 193 million.
On 27 February 2009, the Board of Directors approved the issuance and offering of short-term bills of exchange in the amount
not exceeding Baht 10,000 million. In September and October 2012, the Company issued and offered short term bills of
exchange amounting to Baht 5,700 and 4,300 million, respectively, to two domestic financial institutions, the said bills
represented short term bills of exchange offered to and exchanged among institutional investors and/or substantial high net
worth investors as prescribed in accordance with Notifications of the Securities and Exchange Commission. As of 31 December
2012, the bills of exchange had an outstanding principal amount of Baht 7,800 million.
(c)
In November 2010, an indirect subsidiary entered into long term loans agreement with a financial institution amounting to
Baht 600 million which was to be repaid monthly in 6 installments, Baht 100 million each, commencing from May 2012 to
October 2012, interest was payable monthly at 2.92% per annum.
In August 2011, the Company entered into long term loans agreement with a financial institution amounting to Baht 2,400
million which is to be repaid monthly in 12 installments, of Baht 200 million each, commencing from July 2012 to June 2013,
interest is payable monthly at 4.07% per annum.
Financial Statements
184
In November 2011, the Company entered into long term loan agreements with three financial institutions in the amount of
Baht 10,000 million which will be repaid commencing from November 2013 to November 2016 with fixed interest payable
monthly, every six months, and every three months for the financial institution No. 1, 2 and 3, respectively, with interest
ranging from 3 - 4.3 % per annum. Details are as follows:
Repayment
Financial institution
Amount
(in million Baht)
Number of
installments
Each
installment
(in million Baht)
Payment
due
12
166.60
30 Nov 13
(last installment
to 13 Nov 14
2,000
No. 1
167.40)
No. 2
Tranche A
1,500
1,500
14 Nov 14
Tranche B
1,500
1,500
14 May 15
Tranche C
1,000
1,000
16 Nov 15
Tranche A
1,000
1,000
4 May 16
Tranche B
1,000
1,000
4 May 16
Tranche C
1,000
1,000
4 Aug 16
Tranche D
1,000
1,000
4 Nov 16
No. 3
Total
10,000
The aforementioned long term loans from financial institutions are unsecured.
(d)
At the annual general meeting of the shareholders of a direct subsidiary held on 25 April 2012, the shareholders approved
to issue debentures totalling principal amount up to Baht 3,000 million for carrying on and expansion of the business of the
subsidiary with the tenor not exceeding ten years. Upon redemption of the debentures issued within the stated amount,
the subsidiary can re-issue on a revolving basis under certain conditions.
(e)
In August 2012, an overseas subsidiary entered into a bridging loan facility agreement with three branches of foreign financial
institutions in Singapore, amounting to SGD 2,800 million, which was to be repaid within one year. In December 2012, the direct
subsidiary fully repaid the aforesaid bridge loan, including all accrued interest to the financial institutions before maturity date
without any penalty fees.
(f)
In December 2012, an overseas subsidiary entered into a long term loan facility agreement with seven branches of foreign
financial institutions in Singapore, amounting to SGD 3,300 million. The loan is repayable in installments every six months over
the next five years. The aforesaid subsidiary had utilised the whole amount of the loan in the same month. Proceeds received
from the loan used to repay short term loans from financial institutions amounting to SGD 2,800 million as disclosed in (e).
The aforementioned long term loans from financial institutions are unsecured, but guaranteed by the Company.
Financial Statements
185
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
foreign subsidiaries
22,535
18,227
42,589
35,064
81,618
104,153
18,227
42,589
35,064
Total
Related parties
Separate
financial statements
Note
2012
2011
2012
2011
(in million Baht)
1,459
1,438
Other parties
3,649
3,859
Total
5,108
5,297
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
4,745
4,971
151
144
Euro (EUR)
137
159
63
10
Others
12
13
5,108
5,297
Total
Financial Statements
186
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
Accrued expenses
1,990
1,520
120
78
1,171
1,007
519
473
275
267
Assets payable
Advanced payments from
customers for purchase of goods
Others
Total
258
419
45
70
4,213
3,686
166
154
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
3,896
3,467
166
154
156
27
104
53
30
Japanese (Yen)
161
Others
4,213
3,686
166
154
Euro (EUR)
Total
Financial Statements
187
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
68
83
18
27
2,358
2,250
134
139
2,455
2,368
134
139
18
27
2,437
2,341
134
139
Total
2,455
2,368
134
139
235
194
18
25
235
194
18
25
21
22
(21)
(35)
43
22
(56)
(35)
Post-employment benefit
- provident fund
- compensation plan based on Thai Labour law
Total
Current
Short-term provisions
Non-current
The Group adopted TAS 19 - Employee Benefits with effect from 1 January 2011. The Group and the Company opted to record
the transitional obligation as at 1 January 2011, totalling Baht 1,044 million for the Group and Baht 167 million for the Company,
as an adjustment to retained earnings as at 1 January 2011.
Financial Statements
188
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
2,394
2,319
190
174
43
22
(56)
(35)
2,437
2,341
134
139
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
2,341
1,044
139
167
(156)
(103)
235
194
18
(2)
(18)
25
21
22
(21)
(35)
1,184
2,341
134
139
(4)
2,437
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
153
137
13
17
Interest on obligation
82
57
235
194
18
25
Total
Financial Statements
189
The expense is recognised in the following line items in the statement of comprehensive income:
Consolidated
financial statements
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
46
55
17
24
107
33
82
106
235
194
18
25
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
At 1 January
22
(35)
21
22
(21)
(35)
At 31 December
43
22
(56)
(35)
Separate
financial statements
2012
2011
2012
2011
(% per annum)
Discount rate
3.5 - 3.6
3.5 - 3.6
3.6
3.6
5.0 - 6.5
5.0 - 6.5
5.0
5.0
Assumptions regarding future mortality are based on published statistics and mortality tables.
Financial Statements
190
2011
Par value
per share
(in Baht)
Number
Baht
29,000
29,000
29,000
29,000
29,000
29,000
29,000
29,000
25,110
25,110
25,110
25,110
25,110
25,110
25,110
25,110
Number
Baht
(million shares / million Baht)
Authorised
At 1 January
- ordinary shares
At 31 December
- ordinary shares
Issued and paid-up
At 1 January
- ordinary shares
At 31 December
- ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share
at meetings of the Company. In respect of the Companys shares that are held by the Group, all rights are suspended until those
shares are reissued.
Share premium
Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in excess of the
par value of the shares issued to a reserve account (share premium). Share premium is not available for dividend distribution.
26. Reserves
Reserves comprise:
Appropriations of profit and/or retained earnings
Legal reserve
Section 116 of the Public Companies Act B.E. 2535 requires that a public company shall allocate not less than 5% of its annual
net profit, less any accumulated losses brought forward, if any, to a reserve account (legal reserve), until this account reaches an
amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.
Other components of equity
Currency translation differences
The currency translation differences account within equity comprises all foreign currency differences arising from the translation of
the financial statements of foreign operations.
Financial Statements
191
Production and sales of branded spirits products (mostly outside the Group);
Production and sales of branded beer products (mostly outside the Group);
Production and sales of branded water, soda, ready-to-drink coffee,
energy drink, green tea and fruit flavoured drinks (mostly outside the Group); and
Japanese restaurants and distribution of foods and beverages (mostly outside the Group)
Geographical segments
Operating units of the Group are mainly located in Thailand. Portions of product produced from these units are exported directly or
indirectly through foreign subsidiaries to external customers. Certain operating units of subsidiaries are located in foreign countries.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers.
Segment assets are based on the geographical location of the assets.
(1,031)
(284)
(1,315)
34,378
115
1,921
2,870
29,472
566
417
(42)
375
29,222
253
2,175
4,912
21,882
29,597
(464)
(223)
(687)
11,603
105
1,177
1,929
8,392
10,916
48
10,862
2011
66
44
110
5,239
1,376
582
3,273
5,349
28
5,319
2012
107
88
195
3,962
1,015
428
2,512
4,157
30
4,126
2011
(607)
(77)
(159)
(371)
(607)
(60)
(547)
2012
(473)
(23)
(39)
(411)
(473)
(52)
(421)
2011
Elimination
18,065
5,146
23,211
138,844
635
10,355
12,232
115,622
162,055
937
74
161,044
- Finance costs
28,760
(766)
11,967
11,967
5,317
17,284
115,500
455
9,315
8,277
97,453
132,784
560
38
132,186
2012
2011
(in million Baht)
Total
(1,976)
(1,162)
(292)
(1,454)
35,768
121
1,817
3,481
30,349
200
33,063
34
28,997
2012
Food
13,355
5,736
19,091
66,030
228
5,225
3,089
57,488
153
34,314
32,855
2011
Non-alcoholic
beverages
13,437
18,744
5,436
24,180
69,222
334
85,121
34,153
2012
Beer
Unallocated items:
the year
253
5,064
Administrative expenses
Finance costs
3,416
Selling expenses
60,489
250
93,402
Other income
23
84,764
93,122
30
2011
2012
Spirits
Interest income
Financial Statements
192
9,380
9,935
3,506
3,493
3,751
19,368
9,730
28,164
11,381
14,567
2,216
2012
5,109
26,404
10,997
13,516
1,891
2011
285
2,447
1,132
1,174
141
2012
Food
287
2,001
1,018
885
98
2011
1,935
1,454
17
36
30
Capital expenditure
Depreciation
Amortisation
Total liabilities
Unallocated items:
18,217
8,749
Other liabilities
9,468
Interest-bearing liabilities
20
(1)
20
1,427
1,063
18,418
9,338
39
791
196
5,441
2,389
10
1,051
166
5,869
2,118
(225)
36
1,332
2,166
16,229
6,499
115
589
10
694
15,050
11,018
5,909
(4)
13
280
609
1,209
924
13
204
352
854
567
Total
103,691
25,399
45,320
32,972
73
(189)
72
3,857
4,906
122,714
81,618
41,096
18,561
22,535
145
588
50
3,376
16,631
36,159
36,159
17,932
18,227
99,362
99,362
25,443
43,367
30,552
2012
2011
(in million Baht)
207,686
3,052
18,633
11,740
4,135
2011
Non-alcoholic
beverages
Total assets
9,080
51,589
11,452
3,675
2012
Beer
103,995
54,447
17,226
24,428
26,940
18,127
2011
2012
Spirits
- Investment in associate
Unallocated items:
Other assets
and equipment
Property, plant
Inventories
193
Financial Statements
194
Geographical segments
The segment financial information of the Group based on geographical segments in the consolidated financial statements for the years
ended 31 December was as follows:
Consolidated financial statements
Property, plant and
Income
equipment
Thailand
Overseas
Total
2012
2011
2012
2011
(in million Baht)
155,642
127,905
43,963
41,909
6,413
4,879
1,357
1,458
162,055
132,784
45,320
43,367
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
65
292
43
33
304
45
Others
345
335
29
Total
757
672
62
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
Personnel
3,383
2,125
4,277
3,022
Travelling
1,526
1,303
Transportation
1,037
753
Commission
Others
Total
249
206
1,760
868
12,232
8,277
Financial Statements
195
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
371
358
399
367
4,262
3,334
13
Idle capacity
997
1,328
Travelling
414
212
Rental
433
445
847
613
Donation
515
604
709
695
1,838
1,566
20
11
10,386
9,155
438
391
Others
Total
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
223
219
223
219
Bonus
150
122
150
122
80
88
23
23
456
432
399
367
6,862
5,275
260
237
Bonus
Management
Other employees
1,465
767
92
52
707
492
12
11
106
96
1,396
1,145
94
90
10,536
7,775
463
395
10,992
8,207
862
762
Others
Financial Statements
196
2011
Separate
financial statements
2012
2011
(in million Baht)
(2,979)
(971)
106,265
90,074
3,034
2,468
437
387
2,215
2,177
23
24
1,694
839
2,582
2,183
4,262
3,334
412
375
847
613
Rental
433
445
Financial Statements
197
Separate
financial statements
Note
2012
2011
2012
2011
(in million Baht)
1,032
830
1,035
413
671
312
1,038
421
1,703
1,142
Interest expense:
Related parties
Financial institutions
Others
Total interest expense
Other finance costs
363
49
49
1,401
470
1,703
1,191
1,703
1,191
Net
1,401
(15)
455
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
5,249
5,027
259
247
5,258
5,031
(2)
257
8
255
19
(104)
(7)
( 3)
(3)
209
19
(8)
84
(112)
286
5,146
5,317
(3)
254
16
271
Financial Statements
198
Before
tax
2012
Tax
(expense)
benefit
Net of
tax
Before
tax
2011
Tax
(expense)
benefit
155
155
292
292
Net of
tax
(in million Baht)
Foreign currency
translation differences
for foreign operations
Revaluation of property,
plant and equipment
Available-for-sale financial assets
903
(174)
729
46
340
386
41
(8)
33
(21)
(17)
(22)
(18)
1,264
2,164
318
344
662
1,264
2,342
(178)
Before
tax
2012
Tax
(expense)
benefit
Net of
tax
Before
tax
2011
Tax
(expense)
benefit
Net of
tax
(in million Baht)
21
(4)
17
35
(7)
28
21
(4)
17
35
(7)
28
Financial Statements
199
2011
(in million
Baht)
Rate
(%)
(in million
Baht)
28,759
11,967
5,146
5,317
33,905
17,284
23.00
7,798
30.00
5,185
209
(746)
31
(2,710)
(179)
745
98
48
(5)
(26)
9
15.18
5,146
4
30.76
5,317
23.00
2011
(in million
Baht)
8,559
254
271
12,946
8,830
2,978
30.00
26
(2)
254
2,649
19
(2,748)
1.96
(in million
Baht)
12,692
Total
Rate
(%)
(2,435)
30
8
3.07
271
Financial Statements
200
(b)
exemption from payment of income tax for certain operations for a period of eight years from the date on which the income is
first derived from such operations;
(c)
a 50% reduction in the normal tax rate on the net profit derived from certain operations for a period of five years, commencing
from the expiry date in (b) above; and
(d)
exemption from income tax on dividend income derived from certain promoted operations of its subsidiaries for a period of
eight years.
(b)
exemption from payment of income tax for certain operations for a period of eight years from the date on which the income is
first derived from such operations; and
(c)
exemption from income tax on dividend income derived from certain promoted operations of its subsidiaries for a period of
eight years.
As promoted companies, the aforementioned subsidiaries must comply with certain terms and conditions prescribed in the promotional
certificates.
Summary of revenue from promoted and non-promoted businesses:
Consolidated
financial statements
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
4,252
4,796
Non-promoted businesses
156,792
127,390
Total income
161,044
132,186
Promoted businesses
Financial Statements
201
Separate
financial statements
2012
2011
2012
2011
(in million Baht / million shares)
28,493
12,031
12,692
8,559
25,110
25,110
25,110
25,110
1.13
0.48
0.51
0.34
37. Dividends
At the meeting of the Board of Directors held on 14 August 2012, the directors adopted a resolution to approve the interim dividend
payment for the year 2012 of 25,110 million ordinary shares at Baht 0.14 per share, totalling Baht 3,515 million. The interim
dividend was paid to shareholders on 11 September 2012.
At the annual general meeting of the shareholders of the Company held on 27 April 2012, the shareholders approved the
appropriation of dividend of Baht 0.37 per share, amounting to Baht 9,290 million. On 8 September 2011, the interim dividend of
Baht 0.15 per share was paid, totalling Baht 3,766 million. The remaining dividend of Baht 0.22 per share, totalling Bath 5,524
million was paid on 24 May 2012.
At the meeting of the Board of Directors held on 28 February 2012, the directors agreed to propose a dividend payment for the year
of Baht 0.37 per share, totalling Baht 9,290 million. The interim dividend paid was Baht 0.15 per share, totalling Baht 3,766 million.
The remaining dividend payment is Baht 0.22 per share, totalling Baht 5,524 million was paid on 24 May 2012.
At the meeting of the Board of Directors held on 11 August 2011, the directors adopted a resolution to approve the interim dividend
payment for the year 2011 of 25,110 million ordinary shares at Baht 0.15 per share, totalling Baht 3,766 million. The interim
dividend was paid to shareholders on 8 September 2011.
At the annual general meeting of the shareholders of the Company held on 29 April 2011, the shareholders approved the
appropriation of dividend of Baht 0.35 per share, amounting to Baht 8,788 million. On 8 September 2010, the interim dividend of
Baht 0.15 per share was paid, totalling Baht 3,766 million. The remaining dividend of Baht 0.20 per share, totalling Baht 5,022
million, was paid on 26 May 2011.
Financial Statements
202
Within
1 year
After
1 year but
within
5 years
5.00
24,254
24,254
5.00
2,304
2,304
24,254
2,304
26,558
14,753
14,753
Total
(in million Baht)
2012
Current
Loans receivable - related parties
Non-current
Loans receivable - related parties
Total
2011
Current
Loans receivable - related parties
5.00
Non-current
Loans receivable - related parties
Total
5.00
635
635
14,753
635
15,388
Financial Statements
203
The effective interest rates of interest-bearing financial liabilities as at 31 December and the periods
in which those liabilities mature or re-price were as follows:
Consolidated financial statements
Effective
interest
rate
(% per annum)
Within
1 year
After
1 year but
within
5 years
Bank overdrafts
2.02
1,129
1,129
3.06
2,436
2,436
Bills of exchange
3.23
7,770
7,770
2.67
4,672
4,672
2.04
88,146
88,146
16,007
88,146
104,153
Total
(in million Baht)
2012
Current
Non-current
Loans payable - financial institutions
Total
2011
Current
Bank overdrafts
2.46
378
378
3.41
4,849
4,849
3.69
1,800
1,800
Non-current
Loans payable - financial institutions
3.49
Total
11,200
11,200
7,027
11,200
18,227
Within
1 year
After
1 year but
within
5 years
Total
(in million Baht)
2012
Current
Loans payable - financial institutions
3.21
600
600
4.12
1,533
1,533
5.00
9,144
9,144
Bills of exchange
3.23
7,770
7,770
3.39
9,667
9,667
5.00
13,875
13,875
19,047
23,542
42,589
Non-current
Total
Financial Statements
204
Within
1 year
After
1 year but
within
5 years
3.45
3,500
3,500
4.07
1,200
1,200
5.00
8,636
8,636
3.49
11,200
11,200
5.00
10,528
10,528
13,336
21,728
35,064
Total
(in million Baht)
2011
Current
Non-current
Total
2012
Separate
financial statements
2011
2012
2011
(in million Baht)
(3,139)
(78,479)
(104)
(81,772)
Singapore Dollars
Current portion of long-term loans
from financial institutions
Long-term loans from financial institutions
Other payables
23
28
13
12
Other receivables
Trade accounts payable
Other payables
23
(10)
(12)
(156)
(27)
(1)
(123)
(18)
(1)
Financial Statements
205
Consolidated
financial statements
Note
2012
Separate
financial statements
2011
2012
2011
(in million Baht)
(95)
(661)
(707)
(25)
(2)
(809)
(822)
(1)
221
499
(588)
(323)
(1)
Euro
Cash and cash equivalents
33
22
(137)
(159)
Other payables
23
(53)
(30)
(156)
(186)
(372)
(691)
(76)
(645)
Other provisions
(172)
Gross exposure
(776)
(1,522)
437
633
(339)
(889)
(221)
(63)
(10)
(1)
(1)
(229)
81
17
(15)
(119)
(59)
Gross exposure
(117)
(288)
64
(53)
59
(229)
Financial Statements
206
Consolidated
financial statements
Note
2012
Separate
financial statements
2011
2012
2011
(in million Baht)
Australia Dollars
Trade accounts payable
22
Other payables
(151)
(1)
(144)
-
(152)
(144)
(288)
(868)
Gross exposure
(440)
(1,012)
420
782
Net exposure
(20)
(230)
34
215
34
215
(2)
(161)
(2)
(161)
(284)
( 8)
23
(2)
Gross exposure
(288)
(169)
160
282
(6)
(9)
11
(2)
(1)
Gross exposure
Net exposure
Credit risk
Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and contractual
obligations to the Group as and when they fall due.
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are
performed on all customers requiring credit over a certain amount. At the reporting date there were no significant concentrations of
credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of
financial position. However, due to the large number of parties comprising the Groups customer base, management does not
anticipate material losses from its debt collection.
Financial Statements
207
Liquidity risk
The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance
the Groups operations and to mitigate the effects of fluctuations in cash flows.
Determination of fair values
A number of the Groups accounting policies and disclosures require the determination of fair value, for both financial and
non-financial assets and liabilities. The fair value is the amount for which an asset could be exchanged, or a liability settled, between
knowledgeable, willing parties in an arms length transaction. Fair values have been determined for measurement and/or disclosure
purposes based on the following methods. When applicable, further information about the assumptions made in determining fair
values is disclosed in the notes specific to that asset or liability.
The fair value of trade and other short-term receivables and loans to and other receivables from related parties is taken to
approximate the carrying value.
The fair value of other long-term investments is taken to approximate the carrying value. Interest rates of investment in government
bonds are fixed.
The fair value of trade accounts payable, loans from related parties and other parties, other payables from related parties, and other
current liabilities is taken to approximate the carrying value.
The fair value of loans is taken to approximate the carrying value. The loans are bearing interest at rates closed to current market rate.
The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available,
then fair value is estimated by discounting the difference between the contractual forward price and the current forward price at the
reporting date for the residual maturity of the contract using a risk-free interest rate (based on government bonds).
Fair values of forward exchange contracts at 31 December were as follows:
Currency
denomination
Consolidated
financial statements
2012
2011
(in million)
2012
2011
(in million Baht)
399.10
0.70
10,058
17
0.04
Currency forwards
Assets
Singapore Dollars (SGD)
Great Britain Pound (GBP)
Total
10,058
19
Liabilities
Euro (EUR)
Great Britain Pound (GBP)
Australia Dollars (AUD)
United States Dollars (USD)
Japanese Yen (Yen)
Total
11
15
436
636
188
183
13
24
415
769
16
223
504
789
387
281
159
1,543
2,251
Financial Statements
208
Separate
financial statements
2012
2011
2012
2011
(in million Baht)
52
86
641
131
1,028
251
14
1,728
482
455
365
379
342
17
10
Capital commitments
Contracted but not provided for:
Land
Buildings and other constructions
Machinery and equipment
Computer software
Total
Non-cancellable operating lease commitments
91
113
925
820
25
16
2,224
2,226
Other commitments
Forward contracts to buy foreign currencies
Forward contracts to sell foreign currencies
(11)
(19)
1,376
2,365
Specialist agreements
1,242
1,316
210
222
366
219
Service agreements
747
525
509
270
959
195
Bank guarantees
368
296
40
34
Other agreements
31
7,811
7,397
251
264
Total
Financial Statements
209
Financial Statements
210
License agreement
A subsidiary entered into a license agreement with an overseas company for operating Japanese restaurants in the Kingdom of
Thailand as the master license for a period of 10 years from 20 May 2008. Unless there is a notification to terminate the agreement
within 180 days before the expiration, this agreement continues to be in effect for the successive 10 years term. The subsidiary
committed to pay Initial License Fee, License Fee and Royalty Fee as stated in the agreement. Subsequently at the Executive Board
of Directors meeting held on 10 August 2011, the directors agreed to terminate the aforementioned agreement. The subsidiary was
not subject to pay for any compensation for termination before the expiration.
On 29 June 2009, the said subsidiary entered into a license agreement with another overseas company for operating Japanese
restaurants in the Kingdom of Thailand as the master license for a period of 10 years from 29 June 2009. Unless there is a
notification to terminate the agreement within 180 days before the expiration, this agreement continues to be in effect for the
successive 10 years term. The subsidiary committed to pay Initial License Fee, License Fee and Royalty Fee as stated in the
agreement.
Natural gas trading agreement
On 30 September 2009, an indirect subsidiary entered into a natural gas trading agreement with a local company at the condition
specified in the agreement for a period of 7 years from 21 December 2009 to 30 November 2016 with the renewal option by written
notice not less than 90 days before the expiration.
At the Board of Directors meeting held on 27 February 2013, the directors agreed to propose a dividend payment for the year
of Baht 0.42 per share, totalling Baht 10,546 million. The interim dividend paid was Baht 0.14 per share, totalling Baht 3,515
million. The remaining dividend payment is Baht 0.28 per share, totalling Baht 7,031 million.
(b)
At the annual general meeting of the shareholders of an associate of the Group held on 29 January 2013, the shareholders
approved the appropriation of dividend of SGD 0.12 per share for the year ended 30 September 2012. This dividend was paid
on 21 February 2013.
Topic
Year
effective
2013
2013
The Group has not adopted TAS 21 (revised 2009) The Effects of Changes in Foreign Exchange Rates, which is expected to become
effective for annual financial periods beginning on or after 1 January 2013.
Management expects to adopt and apply the revised TFRS in accordance with the FAPs announcement and has made a preliminary
assessment of the potential initial impact on the consolidated and separate financial statements of the new standard assessed to have
the greatest potential impact on the financial statements in the period of initial application. These standards are as follows:
Financial Statements
211
Restated from
purchase price
allocation*
Available-for-sale investments
73
67
94
Reclass.
After
reclass.
(in million Baht)
73
234
271
(2)
(98)
171
225
(98)
127
92
84
84
(4)
(85)
672
(4)
Other income
761
The reclassifications have been made because, in the opinion of management, the new classification is more appropriate to the
Groups business.
* These items are not reclassifications. They represent the restatement of financial statements to reflect the result of independent
appraisers and purchase price allocation of business acquired in 2011. (See note 5 for additional information)
212
Baht 000
Baht 000
8,446.50
42,023.74
94,443.05
126,852.43
9,675.87
6,014.72
10
Other income
1
2
3,312.03
29,488.89
442,273.33
142,621.30
16,623.94
3,394.80
2,733.58
53,957.58
42,482.05
Cost of sales
224,139.49
31,907.07
49,665.51
9,722.65
7,074.05
1,808,600.85
1,486,124.52
113,568.88
6,893.71
10
98,724.70
11
101,522.45
12
16,606.80
13
3,027.69
14
1,426,639.36
15
138,143.51
3,012,208.77
16
12,191.43
213
Selling expenses
11,357.90
57,475.17
5
6
7
3,168.00
22,295.26
4,941.09
3,361.98
3,605.91
6,346.15
Administrative expenses
4,868.80
139,439.44
55,492.60
4,946.04
60,092.31
9,620.70
48,352.77
13,316.25
8,668.89
8,880.33
10
5,510.33
11
12
13
5,795.73
37,494.35
2,753.71
3,294.98
14
InterContinental Singapore
2,994.38
15
2,584.00
16
6,885.00
17
7,634.40
18
2,724.56
3,096.83
14,493.58
Sale of assets
Purchase of assets
3,335.24
13,364.28
4,200.00
530,436.69
Dhanasindhi Co.,Ltd.
214,253.81
Sale of investment
39,915.61
*
**
***
214
ThisAppendix ofthe Proposed Amendment to and Renewal of the Shareholders Mandate
for Interested Person Transactions (the Shareholders Mandate) will be proposed to
the 2013 Annual General Meeting of Shareholders for consideration and approval.
Appendix
Proposed Amendment to and Renewal of Shareholders Mandate
for Interested Person Transactions
1. Background
The Board of Directors of Thai Beverage Public Company Limited (the Company) refers to (a) the Notice of Annual General
Meeting of the Company dated April 9, 2013 (the Notice), accompanying the 2012 annual report (the Annual Report),
convening the Annual General Meeting (AGM) of the Company to be held on April 25, 2013, and (b) Resolution No. 9 set out in
the Notice.
2. Denitions
The following denitions, or such other denitions as the SGX-ST may from time to time determine, shall apply throughout this
Appendix (including the Schedules attached hereto), unless the context otherwise requires:
approved exchange
A stock exchange that has rules which safeguard the interests of shareholders against Interested
Person Transactions according to similar principles to Chapter 9 of the Listing Manual
associate
(a) In relation to any director, chief executive ofcer, substantial shareholder or controlling
shareholder (being an individual):
(i)
his immediate family member (that is, the persons spouse, child, adopted child, step-child,
sibling and parent);
(ii) the trustees of any trust of which he or his immediate family is a beneciary or, in the case of
a discretionary trust, is a discretionary object; and
(iii) any company in which he and his immediate family together (directly or indirectly) have an
interest of 30% or more; and
(b) in relation to a substantial shareholder or controlling shareholder (being a company), any other
company which is its subsidiary or holding company or is a subsidiary of such holding company or
one in the equity of which it and/or such other company or companies taken together (directly or
indirectly) have an interest of 30% or more
associated company
A company in which at least 20% but not more than 50% of its shares are held by the Company or the
Group
Baht
CDP
control
The capacity to dominate decision-making, directly or indirectly, in relation to the nancial and
operating policies of a company
controlling shareholder
A person who:
(a) holds directly or indirectly 15% or more of the total number of issued shares (excluding treasury
shares) in the company.
The SGX-ST may determine that a person who satises this paragraph is not a controlling
shareholder; or
(b) in fact exercises control over the company
Director
entity at risk
The Company, a subsidiary of the Company that is not listed on the SGX-ST or an approved exchange,
or an associated company of the Company that is not listed on the SGX-ST or an approved exchange
and that is controlled by the Group, or the Group and its interested person(s)
215
Group
Independent Directors
Shall bear the meaning set out in paragraph 10.1 of this Appendix
Interested Person
Transaction
interested person
A director, chief executive ofcer or controlling shareholder of the Company or an associate of any such
director, chief executive ofcer or controlling shareholder
Listing Manual
Shareholders
Shareholders Mandate
The general mandate previously approved by Shareholders, and for which renewal is now being sought,
to permit the Company and its subsidiaries to enter into certain types of recurrent transactions of a
revenue or trading nature or those necessary for day-to-day operations with specied classes of the
Companys interested persons
SGX-ST
subsidiary
Shall bear the meaning ascribed to it under Section 5 of the Companies Act (Chapter 50 of Singapore)
3. Shareholders Mandate
Pursuant to the prospectus issued by the Company dated May 19, 2006 (the Prospectus), approval of the Shareholders was
deemed obtained for a shareholders mandate to enable the Company and its subsidiaries which are considered to be entities at
risk within the meaning of Rule 904(2) of the Listing Manual, in their ordinary course of businesses, to enter into categories of
Interested Person Transactions with specied classes of the Companys interested persons, provided that such transactions are
entered into on an arms length basis and on normal commercial terms. The details of the Interested Person Transactions and the
shareholders mandate were disclosed in pages 124 to 148 of the Prospectus. The said shareholders mandate was renewed at the
AGMs held on April 20, 2007, April 28, 2008, April 29, 2009, April 29, 2010, April 29, 2011 and April 27, 2012 in the manner
set out on pages 180 to 188, pages 201 to 212, pages 209 to 220, pages 199 to 213, pages 203 to 213 and pages 216 to 229
of the Companys annual reports for the nancial years ended December 31, 2006, 2007, 2008, 2009, 2010 and 2011,
respectively.
216
4.3 The existing denition of Mandated Interested Person in the Shareholders Mandate which was last approved by the
Shareholders at the AGM held on April 27, 2012, incorporated a xed list of named interested persons. This approach
however does not allow for updates to the list of interested persons during the period in which the Shareholders Mandate is
in force, which may be necessary as some entities in the list cease to be interested persons subsequently and new entities are
also incorporated or acquired that would be benecial for the Group to be included in the list. The Company is of the view that
simplifying the denition of Mandated Interested Person to a class of interested persons which incorporates the denitions
in the Listing Manual, rather than relying on a xed list of named entities, is benecial for the Group for purposes of clarity
and exibility.
4.4 For the information of the Shareholders, the Mandated Interested Persons as at the date of this Appendix include but are not
limited to the corporations and entities set out in Schedule 2 to this Appendix. For the avoidance of doubt, Schedule 2 to this
Appendix does not contain an exhaustive list of the Mandated Interested Persons.
4.5 Transactions with Mandated Interested Persons which do not fall within the ambit of the Shareholders Mandate will be
subject to the relevant provisions of Chapter 9 of the Listing Manual.
4.6 The proposed amendments to the existing Shareholders Mandate are set out in Schedule 1 to this Appendix; proposed
insertions have been underlined and proposed deletions have been struck-through for Shareholders ease of reference.
217
7.
7.1
The Audit Committee has reviewed the terms of the Shareholders Mandate, as proposed to be amended, and conrms that
the review procedures established by the Company for determining the transaction prices of the Interested Person
Transactions as set out under the Shareholders Mandate in Schedule 1 to this Appendix, if adhered to, are sufcient to
ensure that the Interested Person Transactions will be carried out on normal commercial terms and will not be prejudicial to
the interests of the Company and its minority Shareholders.
7.2
If, during the periodic reviews by the Audit Committee, it is of the view that the established internal controls and review
procedures referred to in Schedule 1 to this Appendix are no longer appropriate or sufcient to ensure that the Interested
Person Transactions will be transacted on normal commercial terms and will not be prejudicial to the interests of the Company
and minority Shareholders, the Company will seek a fresh mandate from Shareholders based on new internal controls and
review procedures.
8.
The interests of the Directors and substantial shareholders of the Company in the issued shares in the capital of the Company as at
January 21, 2013 and March 11, 2013 respectively can be found in the Annual Report in respect of the nancial year ended
December 31, 2012 to be or which has been, distributed to the Shareholders.
9.
Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi, who are Directors and controlling shareholders of the
Company, and Mr. Thapana Sirivadhanabhakdi and Mr. Panote Sirivadhanabhakdi, who are Directors of the Company, will abstain,
and have undertaken to ensure that their respective associates will abstain, from voting on Resolution No. 9, being the Ordinary
Resolution relating to the proposed amendment to and renewal of the Shareholders Mandate, in respect of their shareholdings in
the Company, if any, at the 2013 AGM. Such persons will also not accept appointment as proxies for any Shareholder to vote on
the said resolution unless specic voting instructions have been given by the Shareholder as to how he wants his votes to be cast in
respect of the said resolution.
218
219
the letter from SAC Capital to the Independent Directors dated April 9, 2013; and
(b)
15. Others
15.1 The SGX-ST takes no responsibility for the accuracy of any statements or opinions made or reports contained in this
Appendix.
15.2 If you are in any doubt as to the contents herein or as to the action you should take, you should consult your stockbroker,
bank manager, solicitor, accountant or other independent professional adviser immediately.
15.3 If you have sold all your ordinary shares in the Company, please forward this document to the purchaser or bank or
stockbroker or agent through whom the sale was effected for onward transmission to the purchaser.
220
Group means our Company, its subsidiaries and associated companies which are considered entities at risk within the
meaning of Rule 904(2) of the Listing Manual; and
221
sale to interested persons Mandated Interested Persons of our beer, spirits, water, soda and other products; and
(j)
provision or the obtaining of such other products and/or services which are incidental to or in connection with the provision or
obtaining of products and/or services in sub-paragraphs (a) to (i) above.
222
223
entered into by our Group will be monitored as an individual transaction and based on the value of the transaction, will
require the prior approval of the corresponding approving authority who is a Director or management employee of the Group
(not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation
to the transactions (the Relevant Approving Authority) as follows:
Approval Limits
A chairman
In relation to paragraph (j) above under General Mandate for Interested Person Transactions - Mandated Transactions,
the Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve that
the proposed transaction is one which is incidental to or in connection with the provision or obtaining of products and/or
services in sub-paragraphs (a), (b), (c) and (d) above under General Mandate for Interested Person Transactions Mandated Transactions.
(b) In the event that we cannot obtain competitive quotations (for instance, if there are no unrelated third party vendors of
similar products and services (taking into account quantum, specications and delivery schedules among others), or if the
product is proprietary in nature), based on the value of the proposed iInterested pPerson tTransaction, the corresponding
Relevant Approving Authority as set out above (not being an interested person or his associate) and who does not have any
interests, direct or indirect, in relation to the transaction, will determine whether the price and terms offered by the
interested person are fair and reasonable.
(c) Purchases under the prevailing terms of the Glass Bottle Purchase Agreement dated December 23, 2009 December 27,
2012 entered into between Thai Beverage Recycle Co., Ltd. (formerly known as Bang-Na Logistic Co., Ltd.) and, Berli Jucker
Public Company Limited and the memorandum thereto entered into on September 26, 2011 between Thai Beverage Recycle
Co., Ltd. and Thai Malaya Glass Co., Ltd. (the Glass Bottle Purchase Agreement) will be covered under the Shareholders
Mandate, provided that any amendment to the material provisions of the Glass Bottle Purchase Agreement, including any
adjustment authorized by the agreement to the purchase price for glass bottles pursuant to and any renewal or extension of
tenure of the Glass Bottle Purchase Agreement, requires the approval of our Board of Directors and the Audit Committee.
224
in relation to the sale of products and provision of services which are not contemporaneously in time as the proposed
iInterested pPerson tTransaction being sold or provided to an unrelated third party, quotes from at least two other
suppliers who are unrelated third parties not being the relevant interested person or his associates of similar products
or services will be obtained; and
(ii) in relation to the lease or sub-lease of property, we are required to obtain enquiries with at least two landlords and/or
tenants who are unrelated third parties not being the relevant interested person or his associates of similarly sized and
located properties put to similar use.
In addition, each Interested Person Transaction entered into by our Group will be monitored as an individual transaction and
based on the value of the transaction, will require the prior approval of the corresponding Relevant Approving Authority who
is a Director or management employee of the Group (not being an interested person or his associate) and who does not have
any interests, whether direct or indirect, in relation to the transactions as follows:
Approval Limits
A chairman
In relation to paragraph (j) above under General Mandate for Interested Person Transactions Mandated Transactions,
the Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve that the
proposed transaction is one which is incidental to or in connection with the provision or obtaining of products and/or
services in sub-paragraphs (e), (f), (g), (h) and (i) above under General Mandate for Interested Person Transactions
Mandated Transactions.
225
(b) Where the prevailing market rates or prices are not available, whether due to the nature of products to be sold or services
to be provided, the unavailability or impracticality of obtaining quotes from third party sources or otherwise, our Groups
pricing for these products and services will be determined in accordance with the Groups usual business practices and
pricing policies, consistent with the usual margin our Group will obtain for the same or substantially similar type of
transaction with unrelated third parties. In determining the transaction price payable by Mandated Interested Persons for
these products or services, factors such as, but not limited to, quantity, volume, consumption, customer requirements,
specications, duration of contract and strategic purposes of the transaction will be taken into account. In relation to leases
and sub-leases of property, where prevailing market rentals are not available, whether due to the unavailability or
impracticality of obtaining rental comparisons or otherwise, rental will be determined according to the Groups usual
business practices and policies. In addition, based on the value of the proposed iInterested pPerson tTransaction, the
corresponding Relevant Approving Authority as set out in paragraph (a) above (not being an interested person or his
associate) and who does not have any interests, direct or indirect, in relation to the transaction, will determine whether the
price and terms offered by the interested person are fair and reasonable.
(3) Non-recurring iInterested pPerson tTransactions
We may from time to time also conduct iInterested pPerson tTransactions not covered by paragraphs (1) and (2) above and
which do not form part of the Shareholders Mandate. These transactions are not of a recurring nature or occur outside the
ordinary course of business of our Group or which may not be necessary for the day-to-day operations of our Group and
include the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations. We intend
to conduct such transactions in accordance with the SGX-ST Listing Manual, including the threshold, approval and other
requirements under paragraphs Rules 905 and 906 of the SGX-ST Listing Manual. In addition, we will monitor each transaction
on an individual basis, and each transaction will require the prior approval of the corresponding Relevant Approving Authority
below who is a Director or management employee of the Group (not being an interested person or his associate) and who does
not have any interests, whether direct or indirect, in relation to the transaction. The Relevant Approving Authority will also
review the transaction to ensure that they are it is carried out on normal commercial terms and not prejudicial to the interests
of our Company and minority Shareholders:
Approval Limits
A chairman
In the event that these iInterested pPerson tTransactions require the approval of our Shareholders, additional information may
226
be required to be presented to Shareholders and an independent nancial adviser may be appointed for an opinion.
Other Review Procedures
Our Audit Committee led by the Lead Independent Director for IPTs will also review all iInterested pPerson tTransactions, including
Mandated Transactions to ensure that the prevailing rules and regulations of the SGX-ST (in particular, Chapter 9 of the Listing
Manual) are complied with.
Our Group has also implemented the following procedures for the identication of iInterested pPerson tTransactions
(including Mandated Transactions) and interested persons (including Mandated Interested Persons) and the recording of all our
iInterested pPerson tTransactions:
(a) our Group Chief Financial Ofcer will maintain a register of all transactions carried out with interested persons, including
the Mandated Interested Persons (and the basis, including the quotations obtained to support such basis, on which these
transactions are entered into), whether mandated or non-mandated; and
(b) on a quarterly basis, our Group Chief Financial Ofcer will submit a report to our Audit Committee of all recorded
iInterested pPerson tTransactions, and the basis of all recorded iInterested pPerson tTransactions, entered into by our Group.
Our Companys annual internal audit plan will incorporate a review of all iInterested pPerson tTransactions, including the
established review procedures for the monitoring of the iInterested pPerson tTransactions including Mandated Transactions,
entered into or existing iInterested pPerson tTransactions that are renewed or revised during the current nancial year,
pursuant to the Shareholders Mandate.
In addition, our Audit Committee led by the Lead Independent Director for IPTs will review, on a quarterly basis, internal controls
and review procedures for iInterested pPerson tTransactions to determine if they are adequate and/or commercially practicable in
ensuring that the transactions between our Group and interested persons are conducted on normal commercial terms and are not
prejudicial to the interests of our Company and our minority Shareholders. In conjunction with this review, our Audit Committee
will also ascertain whether we have complied with the established review procedures. Further, if during these periodic reviews by
our Audit Committee, our Audit Committee is of the view that the internal controls and review procedures for iInterested pPerson
tTransactions are inappropriate or not sufcient to ensure that the iInterested pPerson tTransactions will be on normal commercial
terms and not prejudicial to the interests of our Company and our minority Shareholders, our Audit Committee will (pursuant to Rule
920(1)(b)(iv) and (vii) of the Listing Manual) revert to our Shareholders for a new Shareholders Mandate based on new internal
controls and review procedures for transactions with the Mandated Interested Persons. During the period prior to
obtaining a new mandate from Shareholders, all transactions with interested persons will be subject to prior review and approval
by the Audit Committee.
For the purposes of the above review of the internal controls and review procedures, any member of our Audit Committee who is
not considered independent will abstain from participating in the Audit Committees review of the internal controls and review
procedures.
Our Audit Committee will have overall responsibility for determining the review procedures with the authority to delegate to
individuals or committees within our Group as they deem appropriate.
227
25.
2.
26.
3.
27.
28.
(1)
4.
5.
29.
6.
30.
7.
31.
8.
32.
9.
33.
10.
34.
11.
35.
36.
(3)
12.
13.
37.
14.
38.
15.
39.
16.
40.
17.
41.
18.
42.
19.
43.
20.
44.
21.
45.
22.
46.
23.
47.
24.
Notes:
(1) Its former name was BJC Engineering Co., Ltd.
(2) Its former name was BJC Trading Co., Ltd.
(3) Its former name was Dhipaya Sugar (1999) Co., Ltd.
(4) Its former name was Mae Ping Hotel (1988) Co., Ltd.
(5) Its former name was The Southeast Insurance (2000) Co., Ltd.
and transforming the private company to public limited company
(6) Transforming the private company to public limited company
(7) Its former name was Tara Hotel Co., Ltd.
(8) Its former name was T.C.C. Agro Co., Ltd.
(9) Its former name was T.C.C. Capital Co., Ltd.
(10) Its former name was The Maewang Sugar Industry Co., Ltd
(11) Its former name was The Uttaradit Sugar Industry Co., Ltd
228
Announcements
to SGX in 2012
Compliance with Singapore Exchange Regulations and Best Practices
The Company recognizes the importance of the transparency of information disclosure. In 2012, the Company made
93 announcements via SGX-NET categorized as follows:
1. 4 announcements of quarterly and full year financial statements.
2. 36 notices of substantial shareholders and directors interests and changes in interest. When the Company Secretary
was informed of the changes in interest of any director(s), the Company Secretary also reported such information to
other directors.
3. 5 announcements/reports involving with occupying the positions of Directors and Executives of Thai Beverage Public
Company Limited:
3.1
3.2
3.3
3.4
3.5
Cessation of Mr. Staporn Kavitanon from Independent Director and Audit Committee Chairman in February 2012;
Appointment of Mr. Prasit Kovilaikool as Independent Director and Audit Committee Chairman in April 2012;
Cessation of Mr. Polapatr Suvarnazorn from Senior Vice President in May 2012;
Appointment of Mr. Vichate Tantiwanich as Senior Vice President in May 2012; and
Appointment of Mr. Prapakon Thongtheppairot as Senior Vice President in July 2012.
4. 10 announcements of acquisitions and realizations of assets and related matters of other companies resulting from
the acquisitions of shares in Fraser and Neave, Limited of International Beverage Holdings Limited, the Companys
direct subsidiary and thereafter transferred to InterBev Investment Limited, the Companys indirect subsidiary, and from
the incorporation of indirect wholly owned subsidiaries which are (1) Oishi International Holdings Limited; (2) Sermsuk
Training Co., Ltd.; (3) Great Brands Limited, and (4) InterBev Investment Limited, as well as from the divestment of
99.99% interest of the Company in Wrangyer Beverage (2008) Co., Ltd., a direct subsidiary of Company to Sermsuk
Holdings Co., Ltd., the Companys indirect subsidiary.
5. 38 miscellaneous announcements to either conform with the regulations of the SGX or to give information to investors,
involving the details of the notice of book closure date for determination of rights of shareholders, the acceptance of
long term loan facilities, a summary of business performance results for each quarter for investors, and report about
the Company and its subsidiaries.
229
Address
Telephone
Fax
Remark
Factory 1
Factory 2
Factory
Brewery Group
1.
2.
3.
4.
Factory
Factory
Factory
Distillery Group
1.
2.
3.
Factory
Factory
4.
5.
Factory
230
Business Contact
Company Name
Address
Telephone
Fax
6.
Factory
Factory
7.
Remark
8.
9.
Factory
Factory
Factory
Factory
Factory
Factory
Factory
Factory
231
Business Contact
Company Name
Address
Telephone
Fax
Remark
Factory
56 Sukhaphibal Road
Tambon Nakhon Chai Si
Amphoe Nakhon Chai Si
Nakhon Pathom 73120
Sales Group
Beer Group
1.
2.
3.
4.
5.
6.
7.
8.
2.
3.
4.
5.
Factory
232
Business Contact
Company Name
Address
Telephone
Fax
6.
7.
8.
Registered the change of Companys name and address on December 21, 2012.
2.
3.
4.
5.
Marketing Group
1.
2.
3.
4.
2.
Remark
233
Business Contact
Company Name
Address
Telephone
Fax
3.
4.
5.
6.
7.
8.
Remark
2.
2.
3.
4.
*
**
Sermsuk Group
1.
2.
3.
Factory
234
Business Contact
Company Name
Address
Telephone
Fax
4.
5.
6.
7.
*
**
Remark
Factory
Others
1.
02 785 7345
2.
NonTrading
3.
NonTrading
4.
NonTrading
Trademark Group
1.
2.
3.
4.
2.
Dormant
235
Business Contact
Company Name
Address
Telephone
Fax
3.
4.
(603) 2050-1888
(603) 2031-8618
Remark
5.
6.
7.
8.
9.
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
NonTrading
236
Business Contact
Company Name
Address
Telephone
Fax
Remark
Dormant
Dormant
*
**
Legal Advisor
Weerawong, Chinnavat & Peangpanor Ltd.
22nd Floor, Mercury Tower
540 Ploenchit Road
Lumpini, Pathumwan
Bangkok 10330
Compliance Advisor
Allen & Overy LLP
50 Collyer Quay
#09-01 OUE Bayfront
Singapore 049321
Certified Public Accountant
Ms. Nittaya Chetchotiros (CPA No. 4439)
or Mr. Nirand Lilamethwat (CPA No. 2316)
or Ms. Orawan Sirirattanawong (CPA No. 3757)
of KPMG Phoomchai Audit Ltd.
has been appointed as Company Auditor
on April 27, 2012.
Dormant