Independent auditor s report on review of interim financial information

Transcription

1 Independent auditor s report on review of interim financial information To the Board of Directors of BCPG Public Company Limited I have reviewed the accompanying consolidated and separate statements of financial position of BCPG Public Company Limited and its subsidiaries, and of BCPG Public Company Limited, respectively, as at 2018; the consolidated and separate statements of income and comprehensive income for the three-month and six-month periods ended 2018, changes in equity and cash flows for the six-month period ended 2018; and condensed notes ( interim financial information ). Management is responsible for the preparation and fair 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 of interim financial information 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 accompanying interim financial information is not prepared, in all material respects, in accordance with Thai Accounting Standard 34, Interim Financial Reporting.

2 Emphasis of Matter I draw attention to note 3 to the interim. The finalization of the valuation of net assets of an entity in Indonesia which the Company acquired on 26 July 2017 was completed in July The corresponding figures presented are based on the audited as at 31 December 2017 after making the adjustments described in notes 3 to the interim. My conclusion is not modified in respect of this matter. (Waiyawat Kosamarnchaiyakij) Certified Public Accountant Registration No KPMG Phoomchai Audit Ltd. Bangkok 7 August

3 Statement of financial position 31 December 31 December Assets Note (Unaudited) (Restated) (Unaudited) Current assets Cash and cash equivalents 5 2,208,832 2,003, , ,698 Trade accounts receivable 6 553, , , ,217 Dividend receivable ,772 92,400 Other receivables 4, 7 2, , , ,837 Current portion of long-term loan to related party ,003,624 - Current tax assets 2,519 2,977 2,371 2,840 Total current assets 3,067,417 2,696,918 1,754, ,992 Non-current assets Investments in subsidiaries 4, ,589,795 6,353,336 Investments in associates 3, 9 13,415,882 13,287,784 11,956,425 11,956,425 Other receivables 4, 7 103, ,803 - Long-term loans to related parties ,178,572 4,463,765 Property, plant and equipment 10 14,762,6 13,890,324 3,169,103 2,983,038 Intangible assets 1,942,140 1,892,267 58,493 56,825 Deferred tax assets 10,606 9,861 10,494 9,737 Other non-current assets 86,165 80,140 2,863 1,715 Total non-current assets,320,131 29,160,376 26,136,548 25,824,841 Total assets 33,387,548 31,857,294 27,891,257 26,426,833 The accompanying notes are an integral part of these. 3

4 Statement of financial position 31 December 31 December Liabilities and equity Note (Unaudited) (Restated) (Unaudited) Current liabilities Other payables 4, , , ,332 92,632 Short-term borrowings from financial institutions 91,980 88, Current portion of long-term borrowings from financial institutions 1,345,841 1,326,355 1,036,180 1,017,431 Income tax payable 211 5, Total current liabilities 1,799,1 1,654,358 1,192,512 1,110,063 Non-current liabilities Long-term borrowings from financial institutions 16,768,488 15,613,152 13,157,279 11,960,978 Deferred tax liabilities 423, , Non-current provisions for employee benefit 20,009 13,228 7,985 4,204 Provision for the decommissioning cost 33,417 32, Other non-current liabilities 5,9 4,135 5,133 4,135 Total non-current liabilities 17,250,493 16,075,936 13,170,397 11,969,317 Total liabilities 19,049,794 17,7,294 14,362,909 13,079,380 The accompanying notes are an integral part of these. 4

5 Statement of financial position 31 December 31 December Liabilities and equity Note (Unaudited) (Restated) (Unaudited) Equity Share capital: 12 Authorized share capital 10,000,000 10,000,000 10,000,000 10,000,000 Issued and paid-up share capital 9,982,621 9,961,521 9,982,621 9,961,521 Share premium Share premium on ordinary shares 2,898,408 2,849,332 2,898,408 2,849,332 Surplus on business restructuring under common control 41,026 41, Warrants 11,731 27,224 11,731 27,224 Retained earnings Appropriated Legal reserve 159, , , ,463 Unappropriated 1,205,829 1,075, , ,913 Other components of equity 38,529 12, Equity attributable to owners of the parent 14,337,607 14,126,853 13,528,348 13,347,453 Non-controlling interests Total equity 14,337,754 14,127,000 13,528,348 13,347,453 Total liabilities and equity 33,387,548 31,857,294 27,891,257 26,426,833 The accompanying notes are an integral part of these. 5

6 Statement of income (Unaudited) Three-month period ended Three-month period ended Note Revenues Revenue from sale and rendering of services 4, , , , ,316 Interest income and dividend income 4 1,541 16, ,094 7,897 Other income 4 100, , Total revenues 976,347 1,047, , ,298 Expenses Cost of sale and rendering of services 4 247, ,547 59,474 61,908 Administrative expenses 4 134, ,634 89, ,106 Net loss on foreign exchange 66,732 64,899 31,082 70,266 Loss from foreign currency forward contracts - 49,273-49,273 Finance costs 129,474 83,820 98,360 54,440 Total expenses 578,075 6, , ,993 Share of profit of investment in associates 9 19,050 43, Profit before income tax 417, , , ,5 Tax expense (income) 15 (1,664) (1,835) (229) (126) Profit for the period 418, , , ,431 Earnings per share 16 Basic earnings per share (in Baht) Diluted earnings per share (in Baht) The accompanying notes are an integral part of these. 6

7 Statement of income (Unaudited) Three-month period ended Three-month period ended Profit for the period 418, , , ,431 Other comprehensive income Item that will be reclassified subsequently to profit or loss Exchange differences on translating 68,387 23, Total item that will be reclassified subsequently to profit or loss 68,387 23, Item that will not be reclassified to profit or loss Gain on remeasurements of defined benefit plans Total item that will not be reclassified to profit or loss Other comprehensive income for the period, net of tax 68,387 23, Total comprehensive income for the period 487, , , ,431 Total comprehensive income attributable to Owners of parent 487, , , ,431 Non-controlling interests Total comprehensive income for the period 487, , , ,431 The accompanying notes are an integral part of these. 7

8 Statement of income (Unaudited) Six-month period ended Six-month period ended Note Revenues Revenue from sale and rendering of services 4, 14 1,675,332 1,687, , ,712 Interest income and dividend income 4 2,619 36, , ,350 Gain on disposal of assets - 61, Other income 4 102, , Total revenues 1,780,089 1,929,281 1,352,011 1,234,2 Expenses Cost of sale and rendering of services 4 487, , , ,348 Administrative expenses 4 280,473 2, , ,721 Net loss on foreign exchange 79,566 67,992 94,856 73,639 Loss from foreign currency forward contracts - 49,273-49,273 Finance costs 252, , , ,168 Total expenses 1,099,294 1,059, ,0 547,149 Share of profit of investment in associates 9 88,026 43, Profit before income tax 768, , , ,153 Tax expense (income) 15 (1,317) (3,207) (411) (253) Profit for the period 770, , , ,406 Earnings per share 16 Basic earnings per share (in Baht) Diluted earnings per share (in Baht) The accompanying notes are an integral part of these. 8

9 Statement of income (Unaudited) Six-month period ended Six-month period ended Profit for the period 770, , , ,406 Other comprehensive income Item that will be reclassified subsequently to profit or loss Exchange differences on translating 16,992 24, Total item that will be reclassified subsequently to profit or loss 16,992 24, Item that will not be reclassified to profit or loss Loss on remeasurements of defined benefit plans (1,395) (1,353) (1,381) - Share of other comprehensive income of associates 8, Total item that will not be reclassified to profit or loss 7,470 (1,353) (1,381) - Other comprehensive income (loss) for the period, net of tax 24,462 22,734 (1,381) - Total comprehensive income for the period 794, , , ,406 Total comprehensive income attributable to Owners of parent 794, , , ,406 Non-controlling interests Total comprehensive income for the period 794, , , ,406 The accompanying notes are an integral part of these. 9

10 Statement of changes in equity (Unaudited) Surplus on Share business Retained earnings Issued and premium on restructuring paid-up share ordinary under common Note capital shares control Warrants Legal reserve Unappropriated Other components of shareholders' equity Translation financial statements Equity attributable to owners of parent Noncontrolling interests Total shareholders' equity Six-month period ended 2017 Balance at 1 January ,950,000 2,820,904 41,026-95, ,183 48,914 13,516, ,516,711 Transactions with owners, recorded directly in equity Shares options exercised 6,666 15,009 - (7,190) ,485-14,485 Share-based payment transactions , ,416-28,416 Dividends to owners of the Company (597,198) - (597,198) - (597,198) Total transactions with owners, recorded directly in equity 6,666 15,009-21,226 - (597,198) - (554,297) - (554,297) Comprehensive income for the period Profit , , ,458 Other comprehensive income (loss) (1,353) 24,087 22,734-22,734 Total comprehensive income for the period ,105 24, , ,192 Transfer to legal reserve ,849 (6,849) Balance at ,956,666 2,835,913 41,026 21, , ,241 73,001 13,901, ,901,606 The accompanying notes are an integral part of these. 10

11 Statement of changes in equity (Unaudited) Surplus on business restructuring Retained earnings Share Issued and premium on paid-up share ordinary under common Note capital shares control Warrants Legal reserve Unappropriated Other components of shareholders' equity Translation financial statements Share of other comprehensive income of associates Total other components of shareholders' equity Equity attributable to owners of parent Six-month period ended 2018 Balance at 1 January As previously reported 9,961,521 2,849,332 41,026 27, ,463 1,317,547 32,678 (20,006) 12,672 14,368, ,368,932 Effect from acquisition of investment in associates (241,932) (241,932) - (241,932) Balance at 1 January As restated 9,961,521 2,849,332 41,026 27, ,463 1,075,615 32,678 (20,006) 12,672 14,126, ,127,000 Noncontrolling interests Total shareholders' equity Transactions with owners, recorded directly in equity Shares options exercised 21,100 49,076 - (20,370) ,806-49,806 Share-based payment transactions , ,877-4,877 Dividends to owners of the Company (638,529) (638,529) - (638,529) Total transactions with owners, recorded directly in equity 21,100 49,076 - (15,493) - (638,529) (583,846) - (583,846) Comprehensive income for the period Profit , , ,138 Other comprehensive income (loss) (1,395) 16,992 8,865 25,857 24,462-24,462 Total comprehensive income for the period ,743 16,992 8,865 25, , ,600 Balance at ,982,621 2,898,408 41,026 11, ,463 1,205,829 49,670 (11,141) 38,529 14,337, ,337,754 The accompanying notes are an integral part of these. 11

12 Statement of changes in equity (Unaudited) Retained earnings Issued and paid-up Share premium on Note share capital ordinary shares Warrants Legal reserve Unappropriated Total shareholders' equity Six-month period ended 2017 Balance at 1 January ,950,000 2,820,904-95,537 3,258 13,196,699 Transactions with owners, recorded directly in equity Shares options exercised 6,666 15,009 (7,190) ,485 Share-based payment transactions , ,416 Dividends to owners of the Company (597,198) (597,198) Total transactions with owners, recorded directly in equity 6,666 15,009 21,226 - (597,198) (554,297) Comprehensive income for the period Profit , ,406 Other comprehensive income Total comprehensive income for the period , ,406 Transfer to legal reserve ,849 (6,849) - Balance at ,956,666 2,835,913 21, , ,617 13,329,808 The accompanying notes are an integral part of these. 12

13 Statement of changes in equity (Unaudited) Retained earnings Issued and paid-up Share premium on Note share capital ordinary shares Warrants Legal reserve Unappropriated Total shareholders' equity Six-month period ended 2018 Balance at 1 January ,961,521 2,849,332 27, , ,913 13,347,453 Transactions with owners, recorded directly in equity Shares options exercised 21,100 49,076 (20,370) ,806 Share-based payment transactions - - 4, ,877 Dividends to owners of the Company (638,529) (638,529) Total transactions with owners, recorded directly in equity 21,100 49,076 (15,493) - (638,529) (583,846) Comprehensive income for the period Profit , ,122 Other comprehensive income (loss) (1,381) (1,381) Total comprehensive income for the period , ,741 Balance at ,982,621 2,898,408 11, , ,125 13,528,348 The accompanying notes are an integral part of these. 13

14 Statements of cash flows (Unaudited) Six-month period ended Six-month period ended Cash flows from operating activities Profit for the period 770, , , ,406 Adjustments for Tax expense (income) (1,317) (3,207) (411) (253) Finance costs 252, , , ,168 Depreciation and amortisation 354, ,167 84,697 81,062 Unrealised loss on foreign exchange 97,048 90, ,361 98,075 Provision for employee benefit 4,669 3,940 2,055 1,265 Share-based payment transactions 4,877 28,416 4,877 28,416 Interest income and dividend income (2,619) (36,014) (990,563) (872,350) Share of profit of investment in associates, net of tax (88,026) (43,155) - - Reversal of provisions - (139,945) - - (Gain) loss on disposal of assets 3,016 (61,5) (6) (8) 1,394,578 1,268, , ,781 Changes in operating assets and liabilities Trade accounts receivable (43,677) (65,876) 1,478 3,264 Other receivables (103,459) 63,805 (14,402) (2,790) Other non-current assets (2,173) 10, Other payables 46,951 13,578 62,937 55,613 Other non-current liabilities Net cash generated from operating 1,293,218 1,291, , ,868 Taxes paid (9,099) (1,965) (679) (1,023) Net cash from operating activities 1,284,119 1,289, , ,845 The accompanying notes are an integral part of these. 14

15 Statements of cash flows (Unaudited) financial statements Six-month period ended financial statements Six-month period ended Cash flows from investing activities Interest received 2,631 42,342 4,952 44,533 Decrease in current investment - 700, ,000 Dividends received , ,515 Acquisition of property, plant and equipment (884,1) (454,356) (268,281) (19,457) Proceeds from disposal of assets , Acquisition of intangible assets (6,680) (83,769) (4,280) (5,012) Short-term loans to related parties (126,217) Long-term loans to related parties - - (587,140) (1,405,350) Net cash outflow on acquisition of subsidiaries and associate (204,086) (1,412,932) (236,459) - Net cash used in investing activities (1,092,127) (714,464) (210,613) (404,977) Cash flows from financing activities Finance costs paid (315,495) (186,207) (187,150) (104,425) Dividends paid (638,529) (895,688) (638,529) (895,688) Repayment of short-term borrowings from financial institutions - (90,031) - - Proceeds from long-term borrowings from financial institutions 1,503, ,298 1,503,974 - Repayment of long-term borrowings from financial institutions (680,439) (686,547) (536,149) (568,839) Proceeds from exercise of shares options 49,806 14,485 49,806 14,485 Net cash from (used in) financing activities (80,683) (1,520,690) 191,952 (1,554,467) Net increase (decrease) in cash and cash equivalents, before effect of exchange rates 111,9 (946,088) 200,804 (1,772,599) Effect of exchange rate changes on cash and cash equivalents 93,540 (753) 1,523 (447) Net increase (decrease) in cash and cash equivalents 204,849 (946,841) 202,327 (1,773,046) Cash and cash equivalents at beginning of period 2,003,983 7,361, ,698 5,754,697 Cash and cash equivalents at ending of period 2,208,832 6,414, ,025 3,981,651 The accompanying notes are an integral part of these. 15

16 BCPG Public Company Limited and its Subsidiaries Interim For the three-month and six-month periods ended 2018 and Independent auditor s report on review of interim financial information

17 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) Note Contents 1 2 General information Basis of preparation of the interim 3 Acquisition of investment in associate and restatement 4 Related parties 5 Cash and cash equivalents 6 Trade accounts receivable 7 Other receivables 8 Investments in subsidiaries 9 Investments in associates 10 Property, plant and equipment 11 Other payables 12 Share capital 13 Segment information 14 Revenue from sale and rendering of services 15 Income tax expense 16 Earnings per share 17 Dividends 18 Commitments with non-related parties 19 Event after the reporting period 20 Reclassification of accounts 16

18 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) These notes form an integral part of the interim. The interim issued for Thai statutory and regulatory reporting purposes are prepared in the Thai language. These English language have been prepared from Thai language, and were approved and authorized for issue by the Audit Committee, as appointed by the Board of Directors of the Company, on 7 August General information BCPG Public Company Limited, the Company, is incorporated in Thailand on 17 July 2015 and has its registered office at 2098 M Tower Building, 12th Floor, Sukhumvit Road, Phra Khanong Tai, Phrakanong, Bangkok, Thailand. The Company was listed on the Stock Exchange of Thailand ( SET ) on 28 September The parent company during the financial period was Bangchak Corporation Public Company Limited which is incorporated in Thailand. The principal business of the Group are production and distribution of electricity from solar cell and investment in alternative energy business. Details of the Company s subsidiaries were disclosed in note 4 and 8 to the interim financial statements. 2 Basis of preparation of the interim (a) Statement of compliance The interim are prepared on a condensed basis in accordance with Thai Accounting Standard (TAS) No. 34 (revised 2017) Interim Financial Reporting; guidelines promulgated by the Federation of Accounting Professions (FAP); and applicable rules and regulations of the Thai Securities and Exchange Commission. The interim are prepared to provide an update on the for the year ended 31 December They do not include all of the financial information required for full annual but focus on new activities, events and circumstances to avoid repetition of information previously reported. Accordingly, these interim should be read in conjunction with the of the Company and its subsidiaries for the year ended 31 December The accounting policies and methods of computation applied in these interim are consistent with those applied in the for the year ended 31 December 2017, except that the Group has adopted all the new and revised TFRS that are effective for annual periods beginning on or after 1 January The adoption of these new and revised TFRS did not have any material effect on the accounting policies, methods of computation, financial performance or position of the Group or the Company. In addition to the above new and revised TFRS, The FAP has issued TFRS 15 Revenue from Contracts with Customers which is effective for annual periods beginning on or after 1 January The Group has not early adopted this standard in preparing these interim. 17

19 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) TFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. Revenue should be recognised when (or as) an entity transfers control over goods or services to a customer, measured at the amount to which the entity expects to be entitled. It replaces existing revenue recognition standards as follows: - TAS 11 (revised 2017) Construction Contracts, - TAS 18 (revised 2017) Revenue, - TSIC 31 (revised 2017) Revenue-Barter Transactions Involving Advertising Services, - TFRIC 13 (revised 2017) Customer Loyalty Programmes, - TFRIC 15 (revised 2017) Agreements for the Construction of Real Estate, and - TFRIC 18 (revised 2017) Transfers of Assets from Customers. Management is presently considering the potential impact of adopting and initially applying TFRS 15 on the consolidated and separate. (b) Functional and presentation currency The interim are presented in Thai Baht, which is the Company s functional currency. (c) Use of judgements and estimates The preparation of interim in conformity with TFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. In preparing these interim, the significant judgements made by management in applying the Group s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the for the year ended 31 December Acquisition of investment in associate and restatement Acquisition of investment in associate Star Energy Group Holdings Pte. Ltd. On 26 April 2017, the Company signed the Share Purchase Agreement with Star Energy Investments Ltd. ( Seller ) to acquire 280,000 shares of Star Energy Group Holdings Pte. Ltd. or approximately 33.33% of the total issued and paid-up shares to invest in geothermal power plant projects which owns operating 158 MW power plant projects and a development of 24 MW, located in Indonesia. On 26 July 2017, the Company and the Seller completed the conditions precedent in accordance with Share Purchase Agreement, the Company settled the payment of USD million (approximately Baht 11, million) for the shares and received the share transfer of Star Energy Group Holdings Pte. Ltd. Management believes that by acquired this investment will enable the group to expand their investment in other renewable energy business in South-East Asia. TFRS required Management to make preliminary assessment of the fair values of the assets, liabilities and contingent liabilities specified at the acquisition date. The Group hired an independent appraiser to determine the fair value of assets and liabilities acquired during the measurement period, which must not exceed one year from the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. Finalisation of the valuation of net assets of investment was completed in July

20 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) The following summarises the major classes of consideration transferred, and the fair value of net assets acquired (liabilities) assumed at the acquisition date: Recognised value Adjustments Fair value (in million Baht) Power purchase agreements and concession right 117,577 (36,596) 80,981 Property, plant and equipment 33,033 3,721 36,754 Finance lease liabilities 21,486 (4,780) 16,706 Deferred tax liabilities (56,186) 12,259 (43,927) Other net assets (liabilities) acquired (49,884) - (49,884) Total identifiable assets (liabilities) 66,026 (25,396) 40,6 Less other shareholders interests (53,774) 20,727 (33,047) Net identifiable assets (liabilities) 12,252 (4,669) 7,583 Gain on bargain purchase (recognised in share of profit of associates in 2017) (296) Goodwill - 4,373 4,373 Consideration transferred cash paid 11,956-11,956 The valuation techniques used for measuring the fair value of material assets acquired are as follows. The fair value of power purchase agreements and concession right was determined based on income approach using Multi-period Excess Earning Method (MEEM) with operating period under power purchase agreement and related conditions. Key assumptions included forecast revenue and discount rate. The fair value of property plant and equipments was determined based on market approach. The changes in fair value adjustment of net assets (liabilities) acquired at the acquisition date is mainly from the change in fair value of power purchase agreements and concession right. At the acquisition date in Star Energy Group Holding Pte. Ltd. (SEGHPL), certain SEGHPL s subsidiary has already been granted an approval on electricity price increase since 2016 and others subsidiaries are in process of getting an approval. The management estimated the fair value based on the information received at the time. However, at the end of second quarter of 2018, the company has received additional information that the increase in electricity price process was delayed. Furthermore, TFRS allow not later than one year period of remeasurement the fair value from the acquisition date. Therefore, it was resulted to recognise the difference between the considerations paid and fair value of net identified assets and liabilities determined by an independent appraiser as the goodwill of Baht 4,373 million, included in investment in associates in the consolidated statement of financial position. The consolidated as at 31 December 2017 included in these interim financial statements have been restated to reflect new information obtained about facts and circumstances that existed as of the acquisition date and the subsequently recognised adjustments as follows; The impacts to the consolidated statement of financial position as at 31 December 2017: Asset Investment in associate decrease (241,932) Total (241,932) Equity Retained earnings decrease (241,932) Total equity decrease (241,932) 19

21 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) This restatement had no impact to the Group s profit or loss and the Group s earnings per share for the three-month and six-month periods ended Related parties For the purposes of these, parties are considered to be related to the Group if the Group 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 to common control or common significant influence. Related parties may be individuals or other entities. Relationships with subsidiaries and associates are described in notes 8 and 9. Relationship with key management and other related parties were as follows: Name of entities Country of incorporation/ nationality Nature of relationships Parent Bangchak Corporation Public Thailand Some common directors Company Limited Subsidiaries Bangchak Solar Energy Co., Ltd. Thailand Some common directors Bangchak Solar Energy Thailand Some common directors (Prachinburi) Co., Ltd. Bangchak Solar Energy Thailand Some common directors (Chaiyaphum1) Co., Ltd. Bangchak Solar Energy Thailand Some common directors (Buriram) Co., Ltd. Bangchak Solar Energy Thailand Some common directors (Buriram1) Co., Ltd. Bangchak Solar Energy Thailand Some common directors (Nakhon Ratchasima) Co., Ltd. BCPG Biopower 1 Co., Ltd. Thailand Some common directors BCPG Biopower 2 Co., Ltd. Thailand Some common directors Lomligor Co., Ltd. Thailand Some common directors BCPG Investment Holdings Pte. Ltd. Singapore Representative from the Company as director Indirect Subsidiaries BSE Energy Holdings Pte. Ltd. Singapore Representative from the Company as director BCPG Japan Corporation Japan Representative from the Company as director Greenergy Holdings Pte. Ltd. Singapore Representative from the Company as director Greenergy Power Pte. Ltd. Singapore Representative from the Company as director Tarumizu Solar Solutions Godo Kaisha Japan Representative from the Subsidiary as director Nakatsugawa PV Godo Kaisha Japan Affiliate in TK investment Godo Kaisha Inti Japan Representative from the Subsidiary as director Takamori PV Godo Kaisha Japan Affiliate in TK investment Nojiri PV Godo Kaisha Japan Affiliate in TK investment Godo Kaisha Aten Japan Representative from the Subsidiary as director Nikaho PV Godo Kaisha Japan Representative from the Subsidiary as director Gotenba 2 PV Godo Kaisha Japan Representative from the Subsidiary as director Godo Kaisha Horus Japan Representative from the Subsidiary as director Yabuki PV Godo Kaisha Japan Representative from the Subsidiary as director Komagane PV Godo Kaisha Japan Representative from the Subsidiary as director 20

22 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) Name of entities Country of incorporation/ nationality Nature of relationships Indirect Subsidiaries Godo Kaisha Helios Japan Representative from the Subsidiary as director Godo Kaisha Lugh Japan Representative from the Subsidiary as director Godo Kaisha Phoenix Japan Representative from the Subsidiary as director Gotenba 1 PV Godo Kaisha Japan Representative from the Subsidiary as director Komagane Land Lease Godo Kaisha Japan Representative from the Subsidiary as director Nagi PV Godo Kaisha Japan Representative from the Subsidiary as director Godo Kaisha Natosi Japan Representative from the Subsidiary as director Godo Kaisha Amaterasu Japan Representative from the Subsidiary as director Godo Kaisha Mithra Japan Representative from the Subsidiary as director Godo Kaisha Sol Japan Representative from the Subsidiary as director Godo Kaisha Saule Japan Representative from the Subsidiary as director Godo Kaisha Shamash Japan Representative from the Subsidiary as director Godo Kaisha Pusan Japan Representative from the Subsidiary as director Godo Kaisha Apolo Japan Representative from the Subsidiary as director Godo Kaisha Surya Japan Representative from the Subsidiary as director Nagi Land Lease Godo Kaisha Japan Representative from the Subsidiary as director Godo Kaisha Rangi Japan Representative from the Subsidiary as director Godo Kaisha Dazbog Japan Representative from the Subsidiary as director Godo Kaisha Narang Japan Representative from the Subsidiary as director Godo Kaisha Malina Japan Representative from the Subsidiary as director Godo Kaisha Legba Japan Representative from the Subsidiary as director J2 Investor Godo Kaisha Japan Representative from the Subsidiary as director J1 Investor Godo Kaisha Japan Representative from the Subsidiary as director BCPG Engineering Company Japan Representative from the Company as director Godo Kaisha Tarumi Takatoge Japan Affiliate in TK investment Huang Ming Japan Company Limited Japan Representative from the Company as director BCPG Wind Cooperatief U.A. Netherland Representative from the Company as director Associate Star Energy Group Holdings Pte. Ltd. Singapore Representative from the Company as director Indirect Associate PetroWind Energy Inc. Philippines Representative from the Company as director Others related parties Bangchak Retail Co., Ltd. Thailand Subsidiary of the Parent The RTA Entertainment Plc. Thailand Some common directors Key management personnel Thailand/Japan Persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of the Group. 21

23 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) The pricing policies for transactions with related parties are explained further below: Transactions Revenue from rendering of services Management service expenses Rental expense Interest expense Pricing policies Contractual price Contractual price Contractual price Contractually agreed rate with reference to market rate and fix deposit interest rate Significant transactions for the three-month and six-month periods ended with related parties were as follows: Three-month period ended Parent Other income Management service expenses 6,900 11,160 6,900 11,160 Rental expense 1,950 1,824 1,950 1,824 Other expenses 1,266-1,266 - Subsidiaries Revenue from rendering of services ,500 10,500 Management service expenses Dividends income , ,843 Interest income ,393 9,419 Indirect subsidiary Interest income ,768 19,064 Key management personnel Short-term employee benefit 14,704 25,903 11,878 16,737 Post-employment benefits Share-based payments , ,241 Total key management personnel compensation 15,798 44,682 12,751 35,186 Six-month period ended Parent Other income Management service expenses 13,800 22,320 13,800 22,320 Rental expense 3,773 3,647 3,773 3,647 Other expenses 2,552-2,552 - Subsidiaries Revenue from rendering of services ,000 21,000 Management service expenses - - 1,658 1,188 Dividends income ,8 787,693 Interest income ,645 13,394 Indirect subsidiary Interest income ,279 38,191 22

24 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) Six-month period ended Other related parties Rental expense Other expense Key management personnel Short-term employee benefit 43,925 60,286 38,279 45,265 Post-employment benefits 1,637 1,077 1, Share-based payments , ,241 Total key management personnel compensation 46,504 79,604 40,416 63,922 Balances as at 2018 and 31 December 2017 with related parties were as follows: 31 December 31 December Other receivables - related parties Current Parent 2,835 6,029 2,835 6,029 Subsidiaries ,323 Indirect subsidiaries , ,157 Total 2,835 6,029 76, ,509 Non-Current Subsidiaries ,432 - Indirect subsidiaries ,371 - Total ,803 - Dividend receivable Subsidiaries ,772 92,400 Total ,772 92,400 Long-term loans to related parties Subsidiaries - - 1,394,976 1,373,072 Indirect subsidiaries - - 3,787,220 3,090, ,182,196 4,463,765 Less current portion due within one year - - (1,003,624) - Total - - 4,178,572 4,463,765 23

25 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) Movements during the six-month period ended of loans to related parties were as follows: Long-term loans to related parties At 1 January - - 4,463, ,000 Increase ,140 1,405,350 Effect of movements in exchange rate ,291 (28,361) Less current portion due within one year - - (1,003,624) - At - - 4,178,572 1,636, December 31 December Other payables - related parties Parent 4,238 2,738 3,845 2,345 Subsidiaries Other related party Total 4,238 2,851 3,919 2,529 Significant agreements with related parties Land rental agreements The Company has entered into land rental agreement with Bangchak Corporation Public Company Limited, parent company for the purpose of 38 MW solar farm project at Bang Pa-In establishment and related objectives. The agreement term is for a period of 22 years effective from 1 December 2015 to November The rental fee is stipulated in the agreement. The Company has entered into additional land rental agreement with Bangchak Corporation Public Company Limited, parent company for the purpose of related objectives of solar farm project. The agreement term is for a period of 21 years and 2 months effective from 1 October 2016 to November The rental fee is stipulated in the agreement. Building space and control room rental agreements The Company has entered into building space, control room and electricity system room rental agreement related to 38 MW solar farm project at Bang Pa-In with Bangchak Corporation Public Company Limited, parent company. The agreement term is for a period of 3 years effective from 1 December 2015 to November The rental fee is stipulated in the agreement. Management service and solar farm operation agreements The Company has entered into management service and operation for the solar farm project agreement with the subsidiary. The subsidiary is responsible for employee recruitment and provides the equipment for solar electricity production. The agreement term is for a period of 3 years and one month effective from 1 December 2015 to 31 December The service fee is stipulated in the agreement. Subsequently, in April 2018, the Company amended the contract with certain subsidiary to expand the scope of work to include monitoring the construction of solar power 24

26 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) plant project with The War Veterans Organization of Thailand under Royal Patronage of His Majesty the King and maintenance service of machinery and equipment on solar electricity production. The agreement term is for a period of 11 months effective from 1 February 2018 to 31 December The service fee is stipulated in the agreement. Management service agreements The Company has entered into management service agreement with Bangchak Corporation Public Company Limited, parent company. The parent company is responsible for employee recruiting for general administration to the Company. The agreement term is for a period of 3 years effective from 1 January 2017 to 31 December The service fee is stipulated in the agreement. The Company has entered into management service agreements with subsidiaries in Thailand. The company is responsible for employee recruiting for general administration to the subsidiaries. The agreement term is for a period of 1 year effective from 1 January 2018 to 31 December The service fee is stipulated in the agreement. The Company has entered into information technology service agreement with Bangchak Corporation Public Company Limited, parent company. The parent company is responsible for management information system and service to the Company. The agreement term is for a period of 1 year and 4 months effective from 1 August 2017 to 31 December The service fee is stipulated in the agreement. Loan agreements The Company has an unsecured loan agreements with BCPG Investment Holdings Pte. Ltd., a subsidiary of the Company for the purpose of group s business acquisition with a repayment schedule, interest and conditions as stipulated in the agreements. The outstanding balance of loans are JPY 868 million (approximately Baht million) and USD million (approximately Baht million). The Company has an unsecured loan agreements with BSE Energy Holdings Pte. Ltd., an indirect subsidiary of the Company for the purpose of group s business acquisition with a repayment schedule, interest and conditions as stipulated in the agreements. The outstanding balance of loan is JPY 4,548 million (approximately Baht 1, million). The Company has an unsecured loan agreements with BCPG Japan Corporation, an indirect subsidiary of the Company with a repayment schedule, interest and conditions as stipulated in the agreement. The outstanding balance of loan is JPY 6,407 million (approximately Baht 1, million). The Company has an unsecured loan agreements with Huang Ming Japan Company Limited, an indirect subsidiary of the Company with a repayment schedule, interest and conditions as stipulated in the agreements. The outstanding balance of loan is JPY 1,834 million (approximately Baht million). The Company has an unsecured loan agreement with Bangchak Solar Energy (Prachinburi) Co., Ltd., subsidiary of the Company with a repayment schedule, interest and conditions as stipulated in the agreement. The outstanding balance of loan is Baht 260 million. 25

27 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) Guarantee agreements The Company entered into guarantee agreement with BCPG Engineering Company in accordance with solar power system operation and maintenance contract which BCPG Engineering Company has with Tarumizu Solar Solutions Godo Kaisha and Nagi PV Godo Kaisha in the event that BCPG Engineering Company causes damage to the assets within the power plant of Tarumizu Solar Solutions Godo Kaisha and Nagi PV Godo Kaisha and is not able to compensate. The guarantee agreement is JPY million and JPY million per annum repectively, with a guarantee facility totaling JPY million and JPY million repectively, covering the period of operation and maintenance of power system from solar energy contract. Under the conditions within the loan agreement between Tarumizu Solar Solutions Godo Kaisha and Nagi PV Godo Kaisha and certain financial institution, it is specified that the parent company is responsible for the guarantee of possible damage loss. The Company signed the Amendment and Restatement and Novation Agreement (Sponsor Support Agreement) for the purpose of changing the sponsor for Bangchak Solar Energy Company Limited under Sponsor Support Agreement from Bangchak Corporation Public Company Limited to the Company, with a facility of Baht 700 million. Through the Sponsor Support Agreement, the Company guarantees the facility. 5 Cash and cash equivalents 31 December 31 December Cash on hand Cash at banks - current accounts 9, ,545 14,241 14,837 Cash at banks - savings accounts 1,899,020 1,727, , ,861 Total 2,208,832 2,003, , ,698 As at 2018, certain subsidiaries and indirect subsidiaries has a restricted deposits at financial institution totaling Baht million (31 December 2017: Baht million) under the long-term loan agreement with several financial institutions which required such subsidiary and indirect subsidiaries to obtain a permission on withdrawal of restricted deposits with the financial institution. 6 Trade accounts receivable 31 December 31 December Other parties 553, , , ,217 Less: allowance for doubtful accounts Net 553, , , , Bad and doubtful debts expense for the three-month period ended the six-month period ended

28 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) Aging analyses for trade accounts receivable were as follows: 31 December 31 December Other parties Within credit terms 553, , , ,217 Less: allowance for doubtful accounts Net 553, , , ,217 The normal credit term granted by the Group ranges from 20 days to days. 7 Other receivables 31 December 31 December Note Current Related parties 4 2,835 6,029 76, ,509 Other parties Interest receivable Prepaid insurance expenses 11,555 5,421 1,115 - Receivable from revenue department 141, ,331 4,313 - Insurance claim receivable 106, Others 40,861 25,654 20,699 10,253 Total 2, , , ,837 Non-current Related parties ,803 - Other parties Deposits for machinery 103, Total 103, ,803-8 Investments in subsidiaries Six-month period ended Subsidiaries At 1 January 6,353,336 6,353,336 Increase 236,459 - At 6,589,795 6,353,336 27

29 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) Investments in subsidiaries as at 2018 and 31 December 2017, and dividend income from those investments for the six-month period ended were as follows: financial statement Ownership interest Paid-up capital Cost Impairment At cost - net Dividend income for the six-month period ended 31 December 31 December 31 December 31 December 31 December (%) Subsidiaries Bangchak Solar Energy Co., Ltd ,800,000 1,800,000 1,9,500 1,9, ,9,500 1,9, , ,800 Bangchak Solar Energy (Prachinburi) Co., Ltd ,400,000 1,400,000 1,429,785 1,429, ,429,785 1,429, ,900 88,200 Bangchak Solar Energy (Chaiyaphum1) Co., Ltd , , , , , ,545 91,260 96,3 Bangchak Solar Energy (Buriram) Co., Ltd , , , , , ,063 90,600 94,753 Bangchak Solar Energy (Buriram1) Co., Ltd , , , , , ,275 87,210 90,270 Bangchak Solar Energy (Nakhon Ratchasima) Co., Ltd , , , , , ,169 88,160 92,340 BCPG Investment Holdings Pte. Ltd BCPG Biopower 1 Co., Ltd ,000 15,000 14,999 14, ,999 14, BCPG Biopower 2 Co., Ltd ,000 5,000 5,000 5, ,000 5, Lomligor Co., Ltd , , , Total 6,589,795 6,353, ,589,795 6,353, ,8 787,693 All subsidiaries were incorporated in Thailand except BCPG Investment Holdings Pte. Ltd. was incorporated in Singapore. 28

30 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) On , the Group has invested in the wind power plant in Pakpanang district of Nakhon Si Thammarat province with total capacity of 10 Megawatts which they are in the development and construction process through the purchase of 100% equity interest of Lomligor Co., Ltd. The Company has already paid Baht million and received shares in Lomligor Co., Ltd. Management believes this acquisition will enable the Group to expand their investment, development and operation in other renewable energy business in Thailand in order to generate a favourable return to the Company in the future 9 Investments in associates Six-month period ended Note Indirect associate At 1 January - As previously reported 13,529,716-11,956,425 - Adjustment 3 (241,932) At 1 January - As restated 13,287,784-11,956,425 - Increase - 925, Share of net profit of associates 88,026 43, Share of other comprehensive income of associates 8, Effect of movements in exchange rate 31, At 13,415, ,405 11,956,425-29

31 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) Investments in associates as at 2018 and 31 December 2017, and dividend income for the six-month period ended were as follows: Ownership interest Paid-up capital Cost method Equity method Impairment At equity - net Dividend income for the six-month period ended 31 December 31 December 31 December 31 December 31 December 31 December (Restated) (Restated) (%) Direct associate Star Energy Group Holdings Pte. Ltd ,236,600 28,236,600 11,956,425 11,956,425 12,191,329 12,102, ,191,329 12,102, Indirect associate PetroWind Energy Inc , , , ,573 1,224,553 1,185, ,224,553 1,185, ,877,998 12,877,998 13,415,882 13,287, ,415,882 13,287, None of the Group s associates are publicly listed and consequently do not have published price quotations. Ownership interest Paid-up capital Cost method Impairment At cost - net Dividend income for the six-month period ended 31 December 31 December 31 December 31 December 31 December (%) Direct associate Star Energy Group Holdings Pte. Ltd ,236,600 28,236,600 11,956,425 11,956, ,956,425 11,956, ,956,425 11,956, ,956,425 11,956, None of the Company s associates are publicly listed and consequently do not have published price quotations.

32 Notes to the interim For the three-month and six-month periods ended 2018 (Unaudited) 10 Property, plant and equipment Acquisitions, disposals and transfers of property, plant and equipment during the six-month periods ended were as follows: Acquisitions and transfers in - at cost Disposals Acquisitions and transfers and out - net book transfers in value - at cost Disposals and transfers out - net book value Land 83, (64,934) Buildings 366-6,491 - Land improvement and infrastructure 3,253 (352) 46,958 - Machinery and equipment 263,589 (2,670) 1,315,475 - Office equipment 436 (138) 12,758 (140) Vehicles 1,131-2,520 - Assets under construction 972,851 (267,939) 280,806 (1,383,370) Total 1,325,140 (271,099) 1,665,200 (1,448,444) Security At 2018, the Group s land, buildings, machinery and equipment with a net book value of Baht 12, million (31 December 2017: Baht 12, million) were used as collateral to secure loans from financial institutions. Acquisitions and transfers in - at cost Disposals Acquisitions and transfers and out - net transfers in book value - at cost Disposals and transfers out - net book value Land improvement and infrastructure Machinery and equipment 15, Office equipment 218 (138) 5,174 (140) Vehicles Assets under construction 268,281 (15,450) 17,297 (4,696) Total 283,731 (15,588) 24,154 (4,836) Security At 2018, the Company s buildings, machinery and equipment with a net book value of Baht 2, million (31 December 2017: Baht 2, million) were used as collateral to secure loans from financial institutions. 31