SIAM MAKRO PUBLIC COMPANY LIMITED INTERIM CONSOLIDATED AND COMPANY FINANCIAL INFORMATION (UNAUDITED) 30 SEPTEMBER 2013

Transcription

1 SIAM MAKRO PUBLIC COMPANY LIMITED INTERIM CONSOLIDATED AND COMPANY FINANCIAL INFORMATION (UNAUDITED) 30 SEPTEMBER 2013

2 AUDITOR S REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION To the Shareholders of Siam Makro Public Limited I have reviewed the accompanying consolidated and company statements of financial position as at 30 September 2013, the related consolidated and company statements of income and comprehensive income for the three-month and nine-month periods then ended, the related consolidated and company statements of changes in shareholders equity and cash flows for the nine-month period then ended, and condensed notes to interim financial information of Siam Makro Public Limited and its subsidiaries, and of Siam Makro Public Limited, respectively. Management is responsible for the preparation and presentation of this interim financial information in accordance with Thai Accounting Standard 34, Interim Financial Reporting. My responsibility is to express a conclusion on this interim financial information based on my review. Scope of review I conducted my review in accordance with Thai Standard on Review Engagements 2410, Review of interim financial information performed by the independent auditor of the entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Thai Standards on Auditing and consequently does not enable me to obtain assurance that I would become aware of all significant matters that might be identified in an audit. Accordingly, I do not express an audit opinion. Conclusion Based on my review, nothing has come to my attention that causes me to believe that the interim financial information is not prepared, in all material respects, in accordance with Thai Accounting Standard 34, Interim Financial Reporting. Prasit Yuengsrikul Certified Public Accountant (Thailand) No PricewaterhouseCoopers ABAS Ltd. Bangkok 6 November 2013

3 Statements of Financial Position As at 30 September 2013 Unaudited Audited Unaudited Audited 30 September 31 December 30 September 31 December Notes Baht 000 Baht 000 Baht 000 Baht 000 ASSETS Current Assets Cash and cash equivalents 8 4,099,110 6,055,829 4,060,060 6,030,979 Trade accounts receivable, net 9 183, ,940 19,733 39,236 Amounts due from related parties and short-term loans to related parties ,423 5,837 Inventories, net 7,884,890 7,275,508 7,585,264 7,048,334 Purchase discounts receivable 459, , , ,563 Current portion of leasehold right 34,127 32,916 34,127 32,916 Other current assets, net 537, , , ,303 Total Current Assets 13,198,227 14,687,543 12,725,331 14,242,168 Non-Current Assets Investments in subsidiaries , ,975 Property, plant and equipment, net 12 17,502,005 16,499,150 17,487,145 16,483,106 Investment property, net 112, , , ,866 Leasehold right, net 551, , , ,432 Goodwill, net 167, , Other intangible assets, net ,522 69, ,568 60,276 Deferred tax assets , , , ,349 Other non-current assets 16,693 18,658 13,938 13,552 Total Non-Current Assets 18,834,902 17,603,026 18,931,766 17,679,556 Total Assets 32,033,129 32,290,569 31,657,097 31,921,724 Director Director. The notes to the interim consolidated and company financial information on pages 12 to 26 form an integral part of these interim financial information. 2

4 Statements of Financial Position As at 30 September 2013 Unaudited Audited Unaudited Audited 30 September 31 December 30 September 31 December Notes Baht 000 Baht 000 Baht 000 Baht 000 LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities Short-term loans from financial institutions 2,126,945 2,099,787 2,000,000 2,000,000 Trade accounts payable Third parties 14,314,366 15,728,455 14,247,082 15,610,531 Related parties , ,074 8,237 Total trade accounts payable 14,562,529 15,728,455 14,508,156 15,618,768 Amounts due to related parties ,936 88,191 45,914 88,055 Other current liabilities Other accounts payable 737, , , ,497 Income tax payable 241, , , ,935 Accrued expenses 1,394,411 1,339,631 1,378,009 1,328,364 Current portion of liabilities under financial lease, net 14 29,742 23,989 29,742 23,989 Others 262, , , ,738 Total Current Liabilities 19,400,986 21,001,235 19,187,879 20,761,346 Non-Current Liabilities Liabilities under financial lease, net , , , ,909 Provision for employee benefits 312, , , ,002 Other non-current liabilities 33,628 34,219 33,575 34,165 Total Non-Current Liabilities 514, , , ,076 Total Liabilities 19,915,984 21,427,976 19,695,114 21,181,422 Shareholders Equity Share capital Authorised share capital Ordinary shares, 240,000,000 shares of par Baht 10 each 2,400,000 2,400,000 2,400,000 2,400,000 Issued and paid-up share capital Ordinary shares, 240,000,000 shares of paid-up Baht 10 each 2,400,000 2,400,000 2,400,000 2,400,000 Premium on share capital 3,290,152 3,290,152 3,290,152 3,290,152 Retained earnings Appropriated Legal reserve 240, , , ,000 Unappropriated 6,185,431 4,932,300 6,031,831 4,810,150 Other components of equity 1, Total Shareholders Equity 12,117,145 10,862,593 11,961,983 10,740,302 Total Liabilities and Shareholders Equity 32,033,129 32,290,569 31,657,097 31,921,724 The notes to the interim consolidated and company financial information on pages 12 to 26 form an integral part of these interim financial information. 3

5 Income Statements (Unaudited) For the three-month period ended 30 September 2013 Unaudited Unaudited 30 September 30 September 30 September 30 September Notes Baht 000 Baht 000 Baht 000 Baht 000 Revenues Sales ,423,038 27,049,610 30,098,288 26,792,155 Service income , , , ,471 Other income , , , ,775 Total revenues 31,245,061 27,771,139 30,921,212 27,512,401 Expenses Cost of sales ,787,264 24,771,569 27,532,853 24,570,113 Selling expenses ,701,577 1,490,850 1,687,072 1,477,308 Administrative expenses , , , ,438 Management benefit expenses ,110 35,833 44,110 35,833 Total expenses 29,936,403 26,712,269 29,627,297 26,465,692 Profit before finance costs and income tax 1,308,658 1,058,870 1,293,915 1,046,709 Finance costs (13,736) (21,914) (12,793) (20,397) Profit before income tax 1,294,922 1,036,956 1,281,122 1,026,312 Income tax 13 (270,789) (285,874) (266,898) (283,292) Net profit for the period 1,024, ,082 1,014, ,020 Basic earnings per share (Baht) 7 Net profit for the period - before restated Restatement (0.04) - (0.03) Net profit for the period - after restated The notes to the interim consolidated and company financial information on pages 12 to 26 form an integral part of these interim financial information. 4

6 Statements of Comprehensive Income (Unaudited) For the three-month period ended 30 September 2013 Unaudited Unaudited 30 September 30 September 30 September 30 September Baht 000 Baht 000 Baht 000 Baht 000 Net profit for the period 1,024, ,082 1,014, ,020 Other comprehensive income Currency translation difference 2, Total comprehensive income for the period 1,026, ,082 1,014, ,020 The notes to the interim consolidated and company financial information on pages 12 to 26 form an integral part of these interim financial information. 5

7 Income Statements (Unaudited) Unaudited Unaudited 30 September 30 September 30 September 30 September Notes Baht 000 Baht 000 Baht 000 Baht 000 Revenues Sales ,010,990 81,626,039 91,051,339 80,834,032 Service income ,821,035 1,562,678 1,822,509 1,555,567 Other income , , , ,944 Total revenues 94,299,886 83,675,841 93,339,394 82,870,543 Expenses Cost of sales ,097,921 75,010,125 83,359,153 74,372,499 Selling expenses ,983,526 4,203,072 4,937,478 4,159,280 Administrative expenses ,218,681 1,103,476 1,089,463 1,010,245 Management benefit expenses , , , ,527 Total expenses 90,422,248 80,420,200 89,508,214 79,645,551 Profit before finance costs and income tax 3,877,638 3,255,641 3,831,180 3,224,992 Finance costs (60,331) (64,105) (57,478) (60,697) Profit before income tax 3,817,307 3,191,536 3,773,702 3,164,295 Income tax 13 (824,176) (820,460) (812,021) (813,300) Net profit for the period 2,993,131 2,371,076 2,961,681 2,350,995 Basic earnings per share (Baht) 7 Net profit for the period - before restated Restatement (0.09) - (0.09) Net profit for the period - after restated The notes to the interim consolidated and company financial information on pages 12 to 26 form an integral part of these interim financial information. 6

8 Statements of Comprehensive Income (Unaudited) Unaudited Unaudited 30 September 30 September 30 September 30 September Baht 000 Baht 000 Baht 000 Baht 000 Net profit for the period 2,993,131 2,371,076 2,961,681 2,350,995 Other comprehensive income Currency translation difference 1, Total comprehensive income for the period 2,994,552 2,371,076 2,961,681 2,350,995 The notes to the interim consolidated and company financial information on pages 12 to 26 form an integral part of these interim financial information. 7

9 Statements of Changes in Shareholders Equity (Unaudited) Unaudited Other components of equity Other comprehensive income Issued Currency and paid-up Premium on Retained translation share capital share capital earnings differences Total Notes Baht 000 Baht 000 Baht 000 Baht 000 Baht Opening balance 2,400,000 3,290,152 3,990,378-9,680,530 Cumulative effect of the change in accounting policy for deferred tax assets , ,231 Opening balance, after restated 2,400,000 3,290,152 4,218,609-9,908,761 Total comprehensive income for the period - - 2,371,076-2,371,076 Dividends (2,160,000) - (2,160,000) Closing balance 2,400,000 3,290,152 4,429,685-10,119, Opening balance 2,400,000 3,290,152 4,966, ,656,586 Cumulative effect of the change in accounting policy for deferred tax assets , ,007 Opening balance, after restated 2,400,000 3,290,152 5,172, ,862,593 Total comprehensive income for the period - - 2,993,131 1,421 2,994,552 Dividends (1,740,000) - (1,740,000) Closing balance 2,400,000 3,290,152 6,425,431 1,562 12,117,145 The notes to the interim consolidated and company financial information on pages 12 to 26 form an integral part of these interim financial information. 8

10 Statements of Changes in Shareholders Equity (Unaudited) Unaudited Issued and paid-up Premium on Retained share capital share capital earnings Total Notes Baht 000 Baht 000 Baht 000 Baht Opening balance 2,400,000 3,290,152 3,907,869 9,598,021 Cumulative effect of the change in accounting policy for deferred tax assets , ,894 Opening balance, after restated 2,400,000 3,290,152 4,131,763 9,821,915 Total comprehensive income for the period - - 2,350,995 2,350,995 Dividends (2,160,000) (2,160,000) Closing balance 2,400,000 3,290,152 4,322,758 10,012, Opening balance 2,400,000 3,290,152 4,848,801 10,538,953 Cumulative effect of the change in accounting policy for deferred tax assets , ,349 Opening balance, after restated 2,400,000 3,290,152 5,050,150 10,740,302 Total comprehensive income for the period - - 2,961,681 2,961,681 Dividends (1,740,000) (1,740,000) Closing balance 2,400,000 3,290,152 6,271,831 11,961,983 The notes to the interim consolidated and company financial information on pages 12 to 26 form an integral part of these interim financial information. 9

11 Statements of Cash Flows (Unaudited) Unaudited Unaudited 30 September 30 September 30 September 30 September Notes Baht 000 Baht 000 Baht 000 Baht 000 Cash flows from operating activities Profit before income tax 3,817,307 3,191,536 3,773,702 3,164,295 Adjustments for: Depreciation , , , ,171 Amortisation of intangible assets 12 25,106 19,148 22,046 16,364 Amortisation of leasehold right 25,792 23,350 25,792 23,350 Write-off building and equipment and intangible assets , ,024 Interest income (59,584) (68,504) (59,623) (69,511) Finance costs - interest expenses from borrowings 50,579 54,482 47,726 51,074 Finance costs - interest expenses under finance lease 9,752 9,623 9,752 9,623 Loss on disposal of property, plant and equipment 180 7, ,863 (Reversal) allowance for loss from write-off of fixed assets 12 3,062 (15,288) 3,062 (15,288) Reversal allowance for obsolete and shrinkage inventories (28,201) (77,886) (23,021) (80,807) Provision for employee benefits 24,915 18,975 23,816 18,123 Currency translation differences 2, Others (2,868) 3,330 (2,943) 3,327 Changes in operating assets and liabilities Trade accounts receivable 51,444 (15,766) 19,503 (52,265) Amounts due from related parties (40) - (4,998) (1,226) Inventories (581,181) 730,794 (513,909) 770,424 Purchase discounts receivable 193, , , ,114 Other current assets (98,023) (523,209) (93,592) (521,647) Other non-current assets 1,965 (14,639) (386) (14,593) Trade accounts payable - third parties (1,414,089) (3,354,205) (1,363,449) (3,352,117) Trade accounts payable - related parties 248, ,837 (20,220) Amounts due to related parties (42,255) (40,579) (42,141) (40,579) Other accounts payable (19,289) (57,037) (20,339) (53,569) Accrued expenses 45, ,071 40, ,141 Other current liabilities (29,154) 15,602 (27,329) 16,883 Other non-current liabilities (591) (1,403) (590) (1,402) Employee benefits paid (1,289) (3,625) (1,289) (3,625) Cash generated from operating activities 3,174,900 1,333,118 3,205,769 1,278,927 Interest received 59,015 68,116 59,054 69,123 Interest paid (41,398) (31,272) (38,565) (27,938) Income tax paid (1,101,561) (1,183,762) (1,085,719) (1,170,950) Net cash generated from operating activities 2,090, ,200 2,140, ,162 The notes to the interim consolidated and company financial information on pages 12 to 26 form an integral part of these interim financial information. 10

12 Statements of Cash Flows (Unaudited) (Continued) Unaudited Unaudited 30 September 30 September 30 September 30 September Notes Baht 000 Baht 000 Baht 000 Baht 000 Cash flows from investing activities Purchase of property, plant and equipment (2,050,497) (1,907,319) (2,045,496) (1,904,268) Purchase of other intangible assets (213,722) (43,832) (207,961) (43,832) Purchase of leasehold right (48,653) - (48,653) - Cash received from disposals of property, plant and equipment 7,026 6,056 7,023 6,048 Net repayment (payment) of short-term loans to related parties (26,588) 135,000 Cash payment on investment in a subsidiary (20,796) - Net cash used in investing activities (2,305,846) (1,945,095) (2,342,471) (1,807,052) Cash flows from financing activities Net short-term loans from financial institutions 27, , Payments on finance lease payable (28,987) (26,529) (28,987) (26,529) Dividends paid 15 (1,740,000) (2,160,000) (1,740,000) (2,160,000) Net cash used in financing activities (1,741,829) (2,078,885) (1,768,987) (2,186,529) Net decrease in cash and cash equivalents (1,956,719) (3,837,780) (1,970,919) (3,844,419) Cash and cash equivalents, opening balance 6,055,829 6,288,326 6,030,979 6,272,872 Cash and cash equivalents, closing balance 4,099,110 2,450,546 4,060,060 2,428,453 Non cash transactions Investing activities: Purchase of property, plant and equipment unpaid 217, , , ,438 Purchase of other intangible assets unpaid 30,546 2,876 30,546 2,598 Purchase of equipment under finance lease 90, , The notes to the interim consolidated and company financial information on pages 12 to 26 form an integral part of these interim financial information. 11

13 Condensed Notes to the Interim and Financial Information (Unaudited) 1 General information Siam Makro Public Limited ( the ) is a public company incorporated in Thailand. The registered office of the is located at 3498, 2 nd Floor, Lard Prao Road, Klongchan, Bangkapi, Bangkok For reporting purposes, the and its subsidiaries are referred to as the Group. The interim consolidated and company financial information have been approved by the board of directors on 6 November As at 30 September 2013, the operates 61 Makro stores (31 December 2012: 57 stores), 5 Frozen shops (31 December 2012: 5 shops). 2 Significant information On 23 April 2013, SHV Nederland B.V. which is a subsidiary of SHV Holdings N.V. ( SHV ), a major shareholder, had entered into an agreement with CP ALL Public Limited ( Purchaser ) to sell all of SHV shares, and SHV s affiliated companies shares, both direct and indirect shareholding for 154,429,500 shares, equal to 64.35% of the total issued and paid-up shares, at a price of Baht 787 per share which is an offer price of the Purchaser, based on the agreed Thai Baht / US Dollar exchange rate. On 26 June 2013, SHV Nederland B.V. sold both its direct and indirect shareholdings in the to CP ALL Public Limited. Therefore, CP ALL Public Limited has had control over the Group since then. 3 Basis of preparation These interim consolidated and company financial information are prepared in accordance with Thai generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards issued under the Accounting Professions Act B.E. 2547, and the financial reporting requirements of the Securities and Exchange Commission relating to financial statements preparation and presentation. The primary financial information (i.e. statements of financial position, income statements and statements of comprehensive income, statements of changes in shareholders equity and statements of cash flows) are prepared in the full format as required by the Securities and Exchange Commission. The notes to the financial information are prepared in a condensed format according to Thai Accounting Standard 34, Interim Financial Reporting, and additional notes are presented as required by the Securities and Exchange Commission under the Securities and Exchange Act. These interim financial information should be read in conjunction with the 2012 annual financial statements. An English version of the consolidated and company interim financial information has been prepared from the interim financial information that are in the Thai language. In the event of a conflict or a difference in interpretation between the two languages, the Thai language interim financial information shall prevail. 12

14 Condensed Notes to the Interim and Financial Information (Unaudited) 4 Accounting policies The accounting policies used in the preparation of the interim financial information are consistent with those used in the annual financial statements for the year ended 31 December 2012, except as describe in Note 5. New/revised accounting standards, new financial reporting standard, and related interpretations which are effective on 1 January 2013 are: TAS 12 TAS 20 TAS 21 (Revised 2009) TFRS 8 TSIC 10 TSIC 21 TSIC 25 Income taxes Accounting for Government Grants and Disclosure of Government Assistance The Effects of Changes in Foreign Exchange Rates Operating Segments Government Assistance - No Specific Relation to Operating Activities Income Taxes - Recovery of Revalued Non-Depreciable Assets Income Taxes - Changes in the Tax Status of an Entity or its Shareholders New accounting policies resulting from new/revised accounting standards, new financial reporting standard, and related interpretations are discussed in Note 5. There are no material impacts to the Group (except for accounting policy about income tax as discussed in Note 5.1). A revised accounting standard and interpretations which will be effective on 1 January 2014 but the Group has not early adopted them are as follow: TAS 12 (Revised 2012) TFRIC 1 TFRIC 4 TFRIC 5 TFRIC 7 TFRIC 10 TFRIC 12 TFRIC 13 TFRIC 17 TFRIC 18 TSIC 15 TSIC 27 TSIC 29 TSIC 32 Income taxes Changes in Existing Decommissioning, Restoration and Similar Liabilities Determining whether an Arrangement contains a Lease Right to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds Applying the Restatement Approach under TAS 29 Financial Reporting in Hyperinflationary Economics Interim Financial Reporting and Impairment Service Concession Arrangements Customer Loyalty Programmes Distributions of non-cash assets to owners Transfers of assets from customers Operating leases - Incentives Evaluating the substance of transactions in the legal form of a lease Service Concession Arrangements: Disclosure Intangible assets - Web Site Costs New financial reporting standard will be effective on 1 January 2016 but the Group has not early adopted is: TFRS 4 Insurance Contracts The Group s management has determined that the revised accounting standard, interpretations and new financial reporting standard will not significantly impact the financial information being presented. Costs that incur unevenly during the financial year are anticipated or deferred in the interim report only if it would be also appropriate to anticipate or defer such costs at the end of the financial year. Income tax expense is recognised based on the best estimate of the weighted average annual income tax rate expected for the full financial year. 13

15 Condensed Notes to the Interim and Financial Information (Unaudited) 5 New Accounting Policies 5.1 Current and deferred income taxes The income tax for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of reporting period in the countries where the s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognised, using the liability method, on temporary differences arising from differences between the tax base of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not recognised if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax is provided on temporary differences arising from investments in subsidiaries that is taxable, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Deferred income tax assets are mainly recognised for provision for employee benefits, allowance for obsolete inventories, allowance for loss on write off fixed assets, depreciation expenses of fixed assets for differences in useful life between accounting and tax basis. The enforcement of this TAS has resulted in the Group applying retrospective adjustments. As such, the consolidated and company statement of financial position as at 31 December 2012 and the related consolidated and company statements of income for the three-month and nine-month periods ended 30 September 2012 prepared under the new accounting standards are presented below for comparative purpose to reflect the changes. Statement of financial position as at 31 December 2012 Increase in deferred tax assets (Baht 000) 206, ,349 Increase in opening retained earnings (Baht 000) 228, ,894 Increase in closing retained earnings (Baht 000) 206, ,349 14

16 Condensed Notes to the Interim and Financial Information (Unaudited) 5 New Accounting Policies (Cont d) 5.1 Current and deferred income taxes (Cont d) Statement of income for the three-month period ended 30 September 2012 Increase in income tax (Baht 000) 8,863 8,414 Decrease in net profit (Baht 000) (8,863) (8,414) Decrease in basic earnings per share (Baht) (0.04) (0.03) Statement of income for the nine-month period ended 30 September 2012 Increase in income tax (Baht 000) 21,504 21,724 Decrease in net profit (Baht 000) (21,504) (21,724) Decrease in basic earnings per share (Baht) (0.09) (0.09) 5.2 Foreign currency translation (a) Functional and presentation currency Items included in the financial information of each of the Group s entities are measured using the currency of the primary economic environment in which the entity operates ( the functional currency ). The interim consolidated and company financial information is presented in Baht, which is the Group s functional and presentation currency. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation dates where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial position date of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. When a gain or loss on a non-monetary item is recognised in other comprehensive income, any exchange component of that gain or loss is recognised in other comprehensive income. Conversely, when a gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss is recognised in profit or loss. (c) Group companies The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follow: Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; Income and expenses for each statement of comprehensive income or income statement are translated at average exchange rates; and All resulting exchange differences are recognised as other comprehensive income. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate. 5.3 Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker. The Chief Operating Decision Maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer that makes strategic decisions. 15

17 Condensed Notes to the Interim and Financial Information (Unaudited) 6 Segment information Reporting segment is referred from internal report of The Group which is reviewed by Chief Operating Decision Maker (CODM). CODM is Chief Executive Officer who makes decisions about resource allocation and assesses the segment performance. Chief Operating Decision Maker considers the reporting segment as below:- - Cash and carry which can be divided by geographical region as follow: - Bangkok Metropolitan Region - Other provinces - Head Office - Food service Chief Operating Decision Maker considers monthly performance of reporting segments from profit before finance costs and income tax. Intersegment revenues within the Group is immaterial. Cash and carry Food service Elimination Total For the three-month period Bangkok Metropolitan Region Other provinces Head Office Total ended 30 September 2013 Million Baht Million Baht Million Baht Million Baht Million Baht Million Baht Million Baht Total revenues 8,546 22, , (71) 31,245 Depreciation and amortisation Profit (loss) before finance costs and income tax 494 1,083 (283) 1, ,309 Finance costs (12) (2) - (14) Profit before income tax 1, ,295 Income tax (267) (4) - (271) Net profit for the period 1, ,024 Cash and carry Food service Elimination Total For the nine-month period Bangkok Metropolitan Region Other provinces Head Office Total ended 30 September 2013 Million Baht Million Baht Million Baht Million Baht Million Baht Million Baht Million Baht Total revenues 25,052 67, ,339 1,148 (187) 94,300 Depreciation and amortisation ,002 Profit (loss) before finance costs and income tax 1,367 3,291 (827) 3, ,878 Finance costs (57) (4) - (61) Profit before income tax 3, ,817 Income tax (812) (12) - (824) Net profit for the period 2, ,993 Property, plant and equipment, net as at 30 September ,955 13, , ,502 Goodwill Other assets 14, (351) 14,364 Total assets 31, (184) 32,033 16

18 Condensed Notes to the Interim and Financial Information (Unaudited) 6 Segment information (Cont d) Cash and carry Food service Elimination Total For the three-month period Bangkok Metropolitan Region Other provinces Head Office Total ended 30 September 2012 Million Baht Million Baht Million Baht Million Baht Million Baht Million Baht Million Baht Total revenues 7,685 19, , (29) 27,771 Depreciation and amortisation Profit (loss) before finance costs and income tax (318) 1, ,058 Finance costs (21) (1) - (22) Profit before income tax 1, ,036 Income tax (283) (2) - (285) Net profit for the period Cash and carry Food service Elimination Total For the nine-month period Bangkok Metropolitan Region Other provinces Head Office Total ended 30 September 2012 Million Baht Million Baht Million Baht Million Baht Million Baht Million Baht Million Baht Total revenues 22,661 59, , (81) 83,676 Depreciation and amortisation Profit (loss) before finance costs and income tax 1,223 2,705 (703) 3, (1) 3,255 Finance costs (61) (4) 1 (64) Profit before income tax 3, ,191 Income tax (813) (7) - (820) Net profit for the period 2, ,371 Property, plant and equipment, net as at 31 December ,058 12, , ,499 Goodwill Other assets 15, (293) 15,625 Total assets 31, (126) 32,291 Reconciliation between above reporting segments and internal report used by Chief Operating Decision Maker can be shown as below:- For the three-month periods ended For the nine-month periods ended 30 September 30 September 30 September 30 September Million Baht Million Baht Million Baht Million Baht Profit before finance costs and income tax - reporting segment 1,309 1,058 3,878 3,255 Adjustment for discount from purchase inventories (10) Profit before finance costs and income tax - internal report 1,333 1,094 3,881 3,245 Profit before finance costs and income tax per segment will include discount received from purchase following accounting standard (TAS 2: Inventories). Such adjustment is adjusted to the profit of each reporting segment on a monthly basis in an internal report. While the internal report will be adjusted yearly, this difference will occur on the interim financial information and not yearly financial statements. 7 Basic earnings per share Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue during the period ended 30 September 2013 which is 240,000,000 shares (2012 : 240,000,000 shares). There are no dilutive instruments in issue. 17

19 Condensed Notes to the Interim and Financial Information (Unaudited) 8 Cash and cash equivalents As at 30 September 2013 and 31 December 2012, cash and cash equivalents included: 30 September 31 December 30 September 31 December Baht 000 Baht 000 Baht 000 Baht 000 Cash in hand 375,088 1,823, ,992 1,823,104 Deposits held at call with banks 2,260,216 2,182,821 2,221,262 2,158,108 Central bank bond 1,463,806 2,049,767 1,463,806 2,049,767 4,099,110 6,055,829 4,060,060 6,030,979 9 Trade accounts receivable, net 30 September 31 December 30 September 31 December Baht 000 Baht 000 Baht 000 Baht 000 Gross trade accounts receivable - third parties 182, ,066 19,733 39,236 - related parties (Note 10.3) Total trade accounts receivable 183, ,066 19,733 39,236 Less allowance for doubtful accounts (200) (126) - - Trade accounts receivable, net 183, ,940 19,733 39,236 Outstanding trade accounts receivable as at 30 September 2013 and 31 December 2012 can be analysed as follows: 30 September 31 December 30 September 31 December Baht 000 Baht 000 Baht 000 Baht 000 Up to 3 months 181, ,600 19,656 38, months 1, months Over 12 months Total 183, ,066 19,733 39,236 Less allowance for doubtful accounts (200) (126) - - Trade accounts receivable, net 183, ,940 19,733 39, Related party transactions SHV Group, a major shareholder of the Group, had had control over business plans and policies of the Group. On 26 June 2013, SHV Group sold its shareholdings in the Group to CP ALL Public Limited ( CP ALL Plc. ) as mentioned in Note 2, resulting in the end of related party transactions with SHV Group since then. Therefore, CP ALL Public Limited is now the major shareholder of the Group and has control over the Group. The Group classified the transactions with CP ALL Plc. Group as related party transactions since 26 June

20 Condensed Notes to the Interim and Financial Information (Unaudited) 10 Related party transactions (Cont d) The relationships between the Group and related parties that it transacts with are as follows: Country of name incorporation Relationship Charoen Pokphand Group Thailand Ultimate parent company of the group Limited CP ALL Public Limited Thailand Major shareholder C.P. Retailing and Marketing Co., Ltd. Thailand CP All Public Limited C.P. Food Store Co., Ltd. Thailand Chearavanont family Chia Tai Produce Co., Ltd. Thailand Chearavanont family Charoen Pokphand Foods Public Thailand Charoen Pokphand Group Limited Limited CPF Trading Co., Ltd. Thailand Charoen Pokphand Group Limited BFKT (Thailand) Co., Ltd. Thailand Charoen Pokphand Group Limited Real Move Co., Ltd. Thailand Charoen Pokphand Group Limited CPF (Thailand) Public Limited Thailand Charoen Pokphand Group Limited CP-Meiji Co., Ltd. Thailand Charoen Pokphand Group Limited C.P. Consumer Product Co., Ltd. Thailand Charoen Pokphand Group Limited True Universal Convergence Co., Ltd. Thailand Charoen Pokphand Group Limited True Internet Co., Ltd. Thailand Charoen Pokphand Group Limited True Move Co., Ltd. Thailand Charoen Pokphand Group Limited Perfect Companion Group Co., Ltd Thailand Charoen Pokphand Group Limited Chester Food Co., Ltd Thailand Charoen Pokphand Group Limited CP Interfood (Thailand) Co., Ltd Thailand Charoen Pokphand Group Limited Freewill Solutions Co., Ltd Thailand Charoen Pokphand Group Limited Allanz C.P. General Insurance Thailand Charoen Pokphand Group Limited Public Limited True Internet Data Center Co., Ltd. Thailand Charoen Pokphand Group Limited True International Communication Thailand Charoen Pokphand Group Limited Co., Ltd. True Visions Cable Public Thailand Charoen Pokphand Group Limited Limited 19

21 Condensed Notes to the Interim and Financial Information (Unaudited) 10 Related party transactions (Cont d) During the period, the Group have significant business transactions with related parties. The following material transactions were carried out with related parties: 10.1) Sales of goods, service income and other income For the three-month periods ended 30 September 30 September 30 September 30 September Million Baht Million Baht Million Baht Million Baht Sales of goods: Subsidiaries Other related parties - CP ALL Plc. Group Service income and other income: Subsidiaries Other related parties - CP ALL Plc. Group For the nine-month periods ended Sales of goods: Subsidiaries Other related parties - CP ALL Plc. Group Service income and other income: Subsidiaries Other related parties - CP ALL Plc. Group ) Purchase of goods, intangible assets and service expenses For the three-month periods ended 30 September 30 September 30 September 30 September Million Baht Million Baht Million Baht Million Baht Purchase of goods: Subsidiaries Other related parties - CP ALL Plc. Group Purchase of intangible assets: Other related parties - CP ALL Plc. Group Service expenses: Subsidiary Other related parties - CP ALL Plc. Group SHV Group

22 Condensed Notes to the Interim and Financial Information (Unaudited) 10 Related party transactions (Cont d) 10.2) Purchase of goods, intangible assets and service expenses (Cont d) For the nine-month periods ended 30 September 30 September 30 September 30 September Million Baht Million Baht Million Baht Million Baht Purchase of goods: Subsidiaries Other related parties - CP ALL Plc. Group Purchase of intangible assets: Other related parties - CP ALL Plc. Group Service expenses: Subsidiary Other related parties - CP ALL Plc. Group SHV Group Trading transactions with related parties are carried out under commercial terms and conditions. They are treated in the same manner as unrelated parties and are presented at market price. Services charged with related parties are based on agreed contracts. 10.3) Outstanding balances arising from sales and purchase of goods 30 September 31 December 30 September 31 December Million Baht Million Baht Million Baht Million Baht Trade accounts receivable to related parties Other related parties - CP ALL Plc. Group Trade accounts payable to related parties Subsidiaries Other related parties - CP ALL Plc. Group

23 Condensed Notes to the Interim and Financial Information (Unaudited) 10 Related party transactions (Cont d) 10.4) Amounts due from related parties and short-term loans to related parties 30 September 31 December 30 September 31 December Million Baht Million Baht Million Baht Million Baht Amounts due from related parties Subsidiaries Short-term loans Subsidiary Total amounts due from related parties and short-term loans to related parties Movements of short-term loans to subsidiaries are as follows: Opening balance Payment (repayment) during the period/year (135.0) Closing balance As at 30 September 2013, short term loans to subsidiary were USD 850,000, equivalent to approximately Baht 26.6 million. The interest rate was referenced to the borrowing interest rate of the from financial institutions plus related tax and management charge. The loan agreements have tenure of 6 months with interest payable every 3 months. The last repayment is in March ) Amounts due to related parties 30 September 31 December 30 September 31 December Million Baht Million Baht Million Baht Million Baht Amounts due to related parties Other related parties - CP ALL Plc. Group SHV Group ) Management benefit expenses For the three-month periods ended 30 September 30 September 30 September 30 September Million Baht Million Baht Million Baht Million Baht Short-term benefits Post employment benefits For the nine-month periods ended Short-term benefits Post employment benefits

24 Condensed Notes to the Interim and Financial Information (Unaudited) 11 Investments in subsidiaries Investment value under Paid-up share capital % Ownership cost method Subsidiaries Business Incorporated in Relationship Currency As at 30 September 2013 As at 31 December 2012 As at 30 September 2013 As at 31 December 2012 As at 30 September 2013 As at 31 December 2012 ( 000) ( 000) (%) (%) (Baht 000) (Baht 000) Siam Food Importing and trading Thailand Being shareholder Baht 45,000 45, , ,765 Services Limited of food products from and management international and participation domestic source and providing services such as freight, delivery, rental and storage Vina Siam Food Trading and distribution, Vietnam Being shareholder USD 1, ,006 9,210 Limited and import and export and management food products participation 299, ,975 Movements of investments in subsidiaries are as follows: Baht 000 Baht 000 As at 1 January 278, ,765 Additions of investments during the period/year 20,796 9,210 As at 30 September / 31 December 299, ,975 Investment in a subsidiary - Vina Siam Food Limited During 2013, the paid up additional share capital of USD 0.7 million, or equivalent to Baht 20.8 million, for an investment in Vina Siam Food Limited, which is a subsidiary. 23

25 Condensed Notes to the Interim and Financial Information (Unaudited) 12 Capital expenditure and commitments Property, Other plant and intangible equipment assets Baht 000 Baht 000 Opening net book value 16,499,150 69,529 Additions 1,966, ,101 Write-off, net (899) (2) Disposals, net (7,206) - Reversal allowance for loss from write-off fixed assets (3,062) - Depreciation and amortisation (951,174) (25,106) Currency translation difference (858) - Closing net book value 17,502, ,522 Capital commitments as at 30 September ,690,625 13,267 Capital commitments as at 31 December ,279,588 22,051 Property, Other plant and intangible equipment assets Baht 000 Baht 000 Opening net book value 16,483,106 60,276 Additions 1,961, ,340 Write-off, net (899) (2) Disposals, net (7,206) - Reversal allowance for loss on write-off fixed assets (3,062) - Depreciation and amortisation (946,328) (22,046) Closing net book value 17,487, ,568 Capital commitments as at 30 September ,690,625 13,267 Capital commitments as at 31 December ,279,588 22,051 The capital commitments in the interim consolidated and company financial information as of 30 September 2013 amounting to Baht 1,704 million are mainly related to the purchase of land, fixed assets and intangible assets. 13 Income tax 30 September 30 September 30 September 30 September Baht 000 Baht 000 Baht 000 Baht 000 For the three-month periods ended Current tax 275, , , ,878 Deferred tax (4,894) 8,863 (3,120) 8,414 Total income tax 270, , , ,292 For the nine-month periods ended Current tax 821, , , ,576 Deferred tax 2,657 21,504 3,954 21,724 Total income tax 824, , , ,300 24

26 Condensed Notes to the Interim and Financial Information (Unaudited) 14 Liabilities under finance lease, net As at 30 September 2013 and 31 December 2012, the future minimum lease payments, to which the is committed, are as follows: / 30 September 31 December Baht 000 Baht 000 Not later than 1 year 46,343 34,526 Later than 1 year but not later than 5 years 146,023 97,358 Later than 5 years 79,007 32, , ,808 Less future finance charges on finance lease (72,500) (36,910) Net present value - liabilities under finance lease 198, ,898 Liabilities under finance lease, net - current 29,742 23,989 - non-current 169, , , , Dividends A dividend in respect of 2012 of Baht 7.25 per share amounting to a total of Baht 1,740 million was approved at the annual shareholders meeting on 25 April 2013 and fully paid in the second quarter of A 2012 interim dividend from current net profit after tax for the six-month period ended on 30 June 2012 of Baht 3.50 per share amounting to a total of Baht 840 million was approved at the Board of Directors meeting on 9 August 2012 and fully paid in the third quarter of A dividend in respect of 2011 of Baht 5.50 per share amounting to a total of Baht 1,320 million was approved at the annual shareholders meeting on 27 April 2012 and fully paid in the second quarter of Commitments and contingencies As at 30 September 2013 and 31 December 2012, the and its subsidiaries have contingent liabilities in respect of bank and other guarantees and other matters arising in the ordinary course of business from which it is anticipated that no material liabilities will arise. In the ordinary course of business, the and its subsidiaries have provided guarantees to third parties as follows: Bank guarantees As at 30 September 2013 and 31 December 2012, banks have provided guarantees on behalf of the and its subsidiaries, primarily in respect of electricity, rental and service agreements and sales of goods as follows: 30 September 31 December 30 September 31 December Baht 000 Baht 000 Baht 000 Baht 000 Bank guarantees 120, , , ,260 25

27 Condensed Notes to the Interim and Financial Information (Unaudited) 16 Commitments and contingencies (Cont d) Operating lease agreements The future minimum payments under operating lease agreements are as follows: 30 September 31 December 30 September 31 December Baht 000 Baht 000 Baht 000 Baht 000 Not later than 1 year 229, , , ,390 Later than 1 year and not later than 5 years 792, , , ,391 Later than 5 years 1,239,735 1,258,858 1,239,735 1,258,858 2,261,677 2,274,444 2,237,670 2,244, Subsequent events a) The change in par value of ordinary shares The Extraordinary General Shareholders Meeting of the held on 20 September 2013 approved the change of the par value of the s ordinary shares from Baht 10 per share, totalling 240,000,000 shares, to Baht 0.50 per share, totalling 4,800,000,000 shares by splitting one ordinary share at a par value of Baht 10 per share into 20 ordinary shares at a par value of Baht 0.50 per share, and approved a change of the s Memorandum of Association in accordance to such change in the par value of the s shares. The registered the changes in the par value with the Ministry of Commerce on 4 October b) The declaration of interim dividend payment The Board of Directors Meeting of the held on 6 November 2013 has approved the payment of interim dividend from current net profit after tax for the nine-month period ended on 30 September 2013 in the amount of Baht 0.50 per share, for 4,800,000,000 shares, and dividend amounts totalling of Baht 2,400 million will be paid in the fourth quarter of