REPORT OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO THE SHAREHOLDERS AND THE BOARD OF DIRECTORS S&P SYNDICATE PUBLIC COMPANY LIMITED

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1 REPORT OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO THE SHAREHOLDERS AND THE BOARD OF DIRECTORS S&P SYNDICATE PUBLIC COMPANY LIMITED We have audited the consolidated statements of financial position of S&P Syndicate Public Company Limited and its subsidiaries and the separate statements of financial position of S&P Syndicate Public Company Limited as at December 31, 2011 and 2010, and the related consolidated and separate statements of comprehensive income, changes in shareholders equity and cash flows for the years then ended. These financial statements are the responsibility of the Company s management as to their correctness and completeness of the presentation. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the aforementioned consolidated and separate financial statements present fairly, in all material respects, the financial position of S&P Syndicate Public Company Limited and its subsidiaries and of S&P Syndicate Public Company Limited, as at December 31, 2011 and 2010, and the results of operations and cash flows for the years then ended in accordance with generally accepted accounting principles. Without qualifying our opinion, we draw your attention on the following notes to financial statements: 1) As described Notes 2 and 3 to the financial statements, for the year ended December 31, 2011, the Company and its subsidiaries adopted the Notification of the Department of Business Development dated September 28, 2011 regarding The Brief Particulars in the financial statements B.E. 2554, and adopted the new and revised Thai Financial Reporting Standards issued by the Federation of Accounting Professions, which are effective for the financial statements for the accounting periods beginning on or after January 1, 2011 onwards, in preparation and presentation of these financial statements. The consolidated and separate financial statements for the year ended December 31, 2010, presented herein for comparison, are presented in the new format to conform to the consolidated and separate financial statements for the year ended December 31, 2011.

2 Deloitte Touche Tohmatsu Jaiyos Audit ด ลอยท ท ช โธม ทส ไชยยศ สอบบ ญช - 2-2) As described in Notes 3.1.2, and to the financial statements, for the year ended December 31, 2011, the Company and its subsidiaries changed their accounting policies for employee benefits, income taxes and customer loyalty program which they first-time adopted Thai Accounting Standard No. 19 Employee Benefits and elected to early adopted Thai Accounting Standard No. 12 Income Taxes and draft Thai Financial Reporting Interpretation No. 13 Customer Loyalty Programmes before the period in which they are initially applied. Therefore, the consolidated and the separate financial statements for the year ended December 31, 2010 presented herein for comparison, have been restated from the effects of the changes in accounting policies. We have audited the adjustments and in our opinion, such adjustments are appropriate and properly applied. Thanawan Anuratbodee Certified Public Accountant (Thailand) BANGKOK Registration No February 28, 2012 DELOITTE TOUCHE TOHMATSU JAIYOS AUDIT CO., LTD.

3 S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2011 AND 2010 UNIT : BAHT Notes CONSOLIDATED FINANCIAL STATEMENTS SEPARATE FINANCIAL STATEMENTS "RESTATED" "RESTATED" ASSETS CURRENT ASSETS Cash and cash equivalents 6 672,788, ,200, ,499, ,528,357 Temporary investments 7 375,738, ,226, ,443, ,059,311 Trade and other receivables Trade accounts receivable - net 8, ,192, ,564, ,775, ,141,656 Other receivables 22,674,197 27,118,739 10,270,019 12,492,132 Advance payments to related parties - net 15 4,944, ,174 5,055, ,787 Inventories 9 239,509, ,253, ,837, ,092,453 Other current assets 22,140,445 7,332,126 13,058,487 6,565,471 Total Current Assets 1,529,988,336 1,383,037,481 1,365,939,435 1,173,323,167 NON-CURRENT ASSETS Deposits used as collateral 10 20,583,660 20,583,660 20,583,660 20,583,660 Investments in associates 11, 15 42,308,582 45,173,405 48,998,000 48,998,000 Investments in subsidiaries 11, ,999,300 40,999,300 Property, plant and equipment - net 12 1,162,085,209 1,065,213, ,015, ,226,817 Leasehold right - net 13 98,135,714 95,371,149 79,278,215 92,682,673 Intangible assets - net 14 3,894,976 3,000,436 3,894,976 3,000,436 Long-term deposits 148,997, ,937, ,792, ,967,301 Deferred tax assets - net 16 15,189,023 20,604,859 15,130,673 20,529,056 Other non-current assets 18,025,290 2,044,961 17,795, ,062 Total Non-current Assets 1,509,219,969 1,383,929,514 1,255,488,943 1,212,662,305 TOTAL ASSETS 3,039,208,305 2,766,966,995 2,621,428,378 2,385,985,472 Notes to the financial statements form an integral part of these statements

4 S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF FINANCIAL POSITION (CONTINUED) AS AT DECEMBER 31, 2011 AND 2010 UNIT : BAHT Notes CONSOLIDATED FINANCIAL STATEMENTS SEPARATE FINANCIAL STATEMENTS "RESTATED" "RESTATED" LIABILITIES AND SHARESHOLDERS' EQUITY CURRENT LIABILITIES Bank overdraft and short-term borrowings from financial institutions 17 1,579,573 3,746, Trade and other payables Trade accounts payable ,001, ,283, ,192, ,248,630 Advance received from related parties 15 74, ,975 78, ,505 Accounts payable - acquisition of assets 41,305,608 36,045,481 41,305,608 34,444,171 Unearned revenues 13,157,938 4,476,272 13,157,938 4,476,272 Accrued expenses 273,861, ,972, ,462, ,042,637 Current portion of long-term borrowings from financial institutions 18 29,502,639 19,173, Current portion of financial lease liabilities 19 3,177,992 2,940,558 3,177,992 2,940,558 Current income tax payable 153,780, ,247, ,156, ,840,067 Provision for customer loyalty programmes 1,762,842 3,846,835 1,762,842 3,846,835 Other current liabilities Value-added-tax payable 43,907,675 34,090,176 24,421,490 19,967,300 Others 13,585,246 14,408,959 10,872,911 7,310,090 Total Current Liabilities 957,696, ,583, ,589, ,469,065 NON-CURRENT LIABILITIES Long-term borrowings from financial institutions 18 90,114,641 60,711, Financial lease liabilities 19 2,490,134 3,569,504 2,490,134 3,569,504 Deferred tax liabilities 16 1,711,181 1,342, Employee benefit obligation 20 73,149,848 62,754,645 66,952,095 57,433,897 Other non-current liabilities 3,775,923 2,993, Total Non-current Liabilities 171,241, ,371,842 69,442,229 61,003,401 TOTAL LIABILITIES 1,128,937, ,954, ,031, ,472,466

5 S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF FINANCIAL POSITION (CONTINUED) AS AT DECEMBER 31, 2011 AND 2010 UNIT : BAHT Notes CONSOLIDATED FINANCIAL STATEMENTS SEPARATE FINANCIAL STATEMENTS "RESTATED" "RESTATED" LIABILITIES AND SHAREHOLDERS' EQUITY (CONTINUED) SHAREHOLDERS' EQUITY SHARE CAPITAL Authorized share capital 104,686,273 ordinary shares of Baht 5 each 523,431, ,431, ,431, ,431,365 Issued and paid-up share capital 104,686,273 ordinary shares of Baht 5 each, fully paid 523,431, ,431, ,431, ,431,365 PREMIUM ON ORDINARY SHARES 689,980, ,980, ,980, ,980,549 RETAINED EARNINGS Appropriated Legal reserve 21 52,343,137 52,343,137 52,343,137 52,343,137 Treasury shares reserve ,951, ,951, ,951, ,951,475 Unappropriated 612,463, ,417, ,641, ,757,955 OTHER COMPONENTS OF SHAREHOLDERS' EQUITY (37,148,694) (36,929,054) - - TOTAL ATTRIBUTIONS TO OWNERS OF THE PARENT 2,092,021,232 1,957,194,818 1,985,348,084 1,830,464,481 TREASURY SHARES 22 (250,951,475) (250,951,475) (250,951,475) (250,951,475) NON-CONTROLLING INTERESTS 69,200,616 74,768, TOTAL SHAREHOLDERS' EQUITY 1,910,270,373 1,781,012,053 1,734,396,609 1,579,513,006 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 3,039,208,305 2,766,966,995 2,621,428,378 2,385,985,472 Notes to the financial statements form an integral part of these statements

6 S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 Notes CONSOLIDATED FINANCIAL STATEMENTS SEPARATE UNIT : BAHT FINANCIAL STATEMENTS "RESTATED" "RESTATED" Revenues from sales and services 5,878,501,443 5,281,672,068 5,117,263,002 4,573,543,190 Cost of sales and services (3,246,049,768) (2,907,837,903) (3,043,123,017) (2,722,065,255) Gross profit 2,632,451,675 2,373,834,165 2,074,139,985 1,851,477,935 Other incomes Gain on exchange rate 4,155,793-2,118,827 - Dividend income - 674,941 2,447,450 3,594,821 Others 58,562,209 52,903,431 41,666,238 37,127,245 Profit before expenses 2,695,169,677 2,427,412,537 2,120,372,500 1,892,200,001 Selling expenses (183,358,513) (197,823,333) (183,358,513) (197,823,333) Administrative expenses (1,759,288,557) (1,619,659,929) (1,193,662,950) (1,103,239,740) Management benefit expenses (52,944,382) (47,320,110) (38,462,129) (35,442,423) Loss on exchange rate - (11,733,528) - (5,401,285) Total expenses (1,995,591,452) (1,876,536,900) (1,415,483,592) (1,341,906,781) Profit before finance costs and income tax expenses 699,578, ,875, ,888, ,293,220 Finance costs (3,887,133) (3,309,969) (727) (11,570) Share of (losses) profits of associates (417,373) 4,507, Profit before income tax expenses 695,273, ,072, ,888, ,281,650 Income tax expenses 16 (240,939,686) (167,795,908) (231,239,141) (153,004,063) PROFIT FOR THE YEAR 454,334, ,276, ,649, ,277,587 OTHER COMPREHENSIVE INCOME (LOSS) Exchange differences on translation of financial statements 8,180,910 (30,801,770) - - Unrealized gain on revaluation of available-for-sales securities 127,879 28, Income tax relating to components of other comprehensive income (loss) (27,336) (7,184) - OTHER COMPREHENSIVE INCOME (LOSS) FOR THE YEAR, NET OF TAX 8,281,453 (30,780,217) - - TOTAL COMPREHENSIVE INCOME FOR THE YEAR 462,615, ,496, ,649, ,277,587

7 S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 Notes CONSOLIDATED FINANCIAL STATEMENTS SEPARATE UNIT : BAHT FINANCIAL STATEMENTS "RESTATED" "RESTATED" PROFIT ATTRIBUTABLE TO: Owners of the Parent 453,811, ,008, ,649, ,277,587 Non-controlling interests 522,542 1,268, ,334, ,276, ,649, ,277,587 TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Parent 453,591, ,378, ,649, ,277,587 Non-controlling interests 9,023,635 (12,882,310) ,615, ,496, ,649, ,277,587 BASIC EARNINGS PER SHARE BAHT WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES SHARES 23 98,081, ,702,115 98,081, ,702,115 Notes to the financial statements form an integral part of these statements

8 S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 CONSOLIDATED FINANCIAL STATEMENTS UNIT : BAHT Notes Equity attributable to owners of the parent Non-controlling Total Issued and paid-up share capital Premium on Retained earnings Other components of shareholders 'equity Total Treasury interests shareholders' ordinary Appropriated Unappropriated Other comprehensive income (expense) attributions to shares equity shares Legal reserve Treasury shares Exchange Unrealized gain Income tax owners of reserve differences on on revaluation of relating to the parent translation of financial statements available-for-sale securities components of other comprehensive income (expense) BEGINNING BALANCE AS AT JANUARY 1, 2010 AS PREVIOUSLY REPORTED 523,431, ,980,549 52,343, ,879,917 (20,394,032) 126,049-1,955,366,985-88,650,415 2,044,017,400 Cumulative effects of change in accounting policies (32,544,921) - - (31,512) (32,576,433) - (999,395) (33,575,828) BEGINNING BALANCE AS AT JANUARY 1, RESTATED 523,431, ,980,549 52,343, ,334,996 (20,394,032) 126,049 (31,512) 1,922,790,552-87,651,020 2,010,441,572 Treasury shares reserve ,951,475 (250,951,475) Treasury shares (250,951,475) - (250,951,475) Total comprehensive income (loss) for the year ended December 31, ,008,462 (16,651,112) 28,737 (7,184) 366,378, ,882, ,496,593 Dividend paid (331,974,637) (331,974,637) - - (331,974,637) ENDING BALANCE AS AT DECEMBER 31, ,431, ,980,549 52,343, ,951, ,417,346 (37,045,144) 154,786 (38,696) 1,957,194,818 (250,951,475) 74,768,710 1,781,012,053 Notes to the financial statements form an integral part of these statements

9 S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 CONSOLIDATED FINANCIAL STATEMENTS UNIT : BAHT Notes Equity attributable to owners of the parent Non-controlling Total Issued and Premium on Retained earnings Other components of shareholders' equity Total Treasury interests shareholders' paid-up ordinary Appropriated Unappropriated Other comprehensive income (loss) attributions to shares equity share capital shares Legal reserve Treasury shares Exchange Unrealized gain Income tax relating owners of reserve differences on on revaluation of to components of the parent translation of financial statements available-for-sale securities other comprehensive income (loss) BEGINNING BALANCE AS AT JANUARY 1, AS PREVIOUSLY REPORTED 523,431, ,980,549 52,343, ,951, ,831,935 (37,045,144) 154,786-1,988,648, ,951,475 76,093,679 1,813,790,307 Cumulative effects of change in accounting policies (31,414,589) - - (38,696) -31,453,285 - (1,324,969) (32,778,254) BEGINNING BALANCE AS AT JANUARY 1, RESTATED 523,431, ,980,549 52,343, ,951, ,417,346 (37,045,144) 154,786 (38,696) 1,957,194, ,951,475 74,768,710 1,781,012,053 Total comprehensive income (loss) for the year ended December 31, ,811,491 (320,183) 127,879 (27,336) 453,591,851-9,023, ,615,486 Dividend paid (318,765,437) (318,765,437) - (14,591,729) (333,357,166) ENDING BALANCE AS AT DECEMBER 31, ,431, ,980,549 52,343, ,951, ,463,400 (37,365,327) 282,665 (66,032) 2,092,021,232 (250,951,475) 69,200,616 1,910,270,373 Notes to the financial statements form an integral part of these statements

10 S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 SEPARATE FINANCIAL STATEMENTS UNIT : BAHT Notes Issued and Premium on Retained earnings Total paid-up ordinary shares Appropriated Unappropriated Treasury Shareholders' share capital Legal Treasury shares shares equity reserve reserve BEGINNING BALANCE AS AT JANUARY 1, AS PREVIOUSLY REPORTED 523,431, ,980,549 52,343, ,063,988-1,793,819,039 Cumulative effects of change in accounting policies (28,657,508) - (28,657,508) BEGINNING BALANCE AS AT JANUARY 1, RESTATED 523,431, ,980,549 52,343, ,406,480-1,765,161,531 Treasury shares reserve ,951,475 (250,951,475) - - Treasury shares (250,951,475) (250,951,475) Total comprehensive income for the year ended December 31, ,277, ,277,587 Dividend paid (331,974,637) - (331,974,637) ENDING BALANCE AS AT DECEMBER 31, ,431, ,980,549 52,343, ,951, ,757,955 (250,951,475) 1,579,513,006 BEGINNING BALANCE AS AT JANUARY 1, AS PREVIOUSLY REPORTED 523,431, ,980,549 52,343, ,951, ,948,431 (250,951,475) 1,605,703,482 Cumulative effects of change in accounting policies (26,190,476) - (26,190,476) BEGINNING BALANCE AS AT JANUARY 1, RESTATED 523,431, ,980,549 52,343, ,951, ,757,955 (250,951,475) 1,579,513,006 Total comprehensive income for the year ended December 31, ,649, ,649,040 Dividend paid (318,765,437) - (318,765,437) ENDING BALANCE AS AT DECEMBER 31, ,431, ,980,549 52,343, ,951, ,641,558 (250,951,475) 1,734,396,609 Notes to the financial statements form an integral part of these statements

11 S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 UNIT : BAHT Notes CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS "RESTATED" "RESTATED" CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax expenses 695,273, ,072, ,888, ,281,650 Adjustments : Depreciation and amortization 263,719, ,357, ,014, ,304,672 Unrealized (gain) loss on exchange rate -227, , ,185 13,899 Unrealized gain on temporary investments -1,836,948-1,820,238-1,836,887-1,820,238 Doubtful accounts (reversal) - -2,129, ,434,705 Doubtful account - cash advance to a related company - - 3,178, ,125 Share of losses (profits) of associates 417,373-4,507, Loss on writting-off of fixed assets 7,623,874 9,834,542 5,503,315 6,786,730 Loss on writting-off of intangible assets - 1,968, Gain on sales of temporary investments -750, , , ,873 Gain on sales of fixed assets -362,726-1,089, ,726-1,089,276 Dividend received from temporary investments , ,941 Dividend received from an associated company ,447,450-2,919,880 Employee benefit obligation expense 12,761,203 10,771,544 11,884,198 10,000,000 Interest income -10,984,852-3,444,810-10,640,391-2,689,316 Interest expense 3,887,133 3,309, , ,520, ,853, ,204, ,129,417 Increase in trade accounts receivable -9,628,215-16,842,460-3,633,579-24,048,727 Decrease in other receivables 4,444,542 5,708,544 2,222,113 8,857,871 (Increase) decrease in advance payments to related parties -4,603,016-97,128-7,789, ,331 (Increase) decrease in inventories -36,256,148 3,297,660-33,745,321 3,820,414 (Increase) decrease in other current assets -8,389,398 38,833,357-2,521,545-2,603,301 Increase in long-term deposit -17,060,284-5,622,801-10,825,646-8,167,181 (Increase) decrease in other non-current assets -15,980,329 1,983,495-17,120,505 3,227,651 Increase (decrease) in trade accounts payable 30,717,743-11,559,149 27,943, ,388 (Decrease) increase in advance received from related parties -277, , , ,641 Increase in unearned revenues 8,681, ,581 8,681, ,581 Increase (decrease) in accrued expenses 2,537,565 84,429,777-19,931,419 70,194,106 Decrease in provision for customer loyalty programmes -2,083, ,351-2,083, ,351 Increase in value-added-tax payable 9,817,499 10,363,622 4,454,190 2,695,178 (Decrease) increase in other current liabilities -823,712 9,667,498 3,562,822 9,195,353 Increase in other non-current liabilities 782, , Cash received from operations 931,399, ,009, ,143, ,438,595 S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIES

12 STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 UNIT : BAHT Notes CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS "RESTATED" "RESTATED" CASH FLOWS FROM OPERATING ACTIVITIES (CONTINUED) Cash received for interest 7,013,381 3,380,276 6,668,920 2,624,782 Cash paid for employee benefit -2,366, ,800-2,366, ,800 Cash paid for interest -3,887,133-3,309, ,570 Cash paid for income tax -190,650, ,652, ,524, ,530,950 Net cash provided by operating activities 741,509, ,988, ,921, ,082,057 CASH FLOWS FROM INVESTING ACTIVITIES Increase in deposit used as collateral - -15,107, ,607,400 Cash payments for acquisition of temporary investments (903,721,500) (510,500,000) (900,721,500) (510,000,000) Cash received from sales of temporary investments 750,924, ,566, ,924, ,036,934 Dividend received from temporary investments - 674, ,941 Dividend received from an associated company - - 2,447,450 2,919,880 Cash payment for purchases of fixed assets (334,808,356) (318,570,088) (242,336,791) (213,650,920) Proceeds from sales of fixed assets 433,200 1,859, ,200 1,859,945 Cash payments for purchases of intangible assets (2,072,000) (727,500) (2,072,000) (727,500) Cash payments for purchases of leasehold right (17,686,977) Net cash (used in) provided by investing activities (506,930,842) (9,803,467) (391,324,850) 93,505,880 CASH FLOWS FROM FINANCING ACTIVITIES Cash received from bank overdraft and short-term borrowings from financial institutions 1,579, , Cash repayments for bank overdraft and short-term borrowings from financial institutions (3,746,539) Cash repayments for long-term borrowings from financial institutions (22,360,850) (2,446,616) - - Cash received from long-term borrowings from financial institutions 62,093,510 71,890, Cash repayments for financial lease liabilities (4,439,304) (3,848,480) (4,439,304) (3,848,480) Cash payments for purchase of treasury shares - (250,951,475) - (250,951,475) Dividend paid (322,413,972) (327,348,655) (322,413,972) (327,348,655) Net cash used in financing activities (289,287,582) (512,495,818) (326,853,276) (582,148,610) S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIES

13 STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 UNIT : BAHT Notes CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS "RESTATED" "RESTATED" Unrealized exchange loss (gain) of cash and cash equivalents 227,185 (315,270) 227,185 (13,899) Exchange differences on translation of the financial statements (14,930,076) (18,285,605) - - Net (decrease) increase in cash and cash equivalents -69,412, ,088,105-6,029, ,425,428 Cash and cash equivalents as at January 1, 742,200, ,112, ,528, ,102,929 CASH AND CASH EQUIVALENTS AS AT DECEMBER 31, 6 672,788, ,200, ,499, ,528,357 Notes to the financial statements form an integral part of these statements

14 S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2011 AND GENERAL INFORMATION On October 14, 1973, S&P Syndicate Public Company Limited ( the Company ) was incorporated under the Civil and Commercial Code of Thailand as a limited company. Subsequently in May 1989, the Stock Exchange of Thailand registered the Company s common shares as a listed security and the Company was transformed to Public Company Limited on April 20, The location of its head office is at /6 Soi Sukhumvit 55 (Soi Thonglor), Sukhumvit Road, Klongtonnua, Vadhana, Bangkok S&P Syndicate Public Company Limited is the parent company within the group of companies. The core business is the operation of a nationwide and international chain of restaurants and bakery shops, the production of bakery, frozen foods and other food products and food-service related business such as outside catering. 2. BASIS FOR PREPARATION AND PRESENTATION OF THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS 2.1 Basis for preparation and presentation of the financial statements The Company maintains its accounting records in Thai Baht and prepares its statutory financial statements in the Thai language in conformity with accounting standards and practices generally accepted in Thailand. The consolidated financial statements of S&P Syndicate Public Company Limited and its subsidiaries and the separate financial statements of S&P Syndicate Public Company Limited have been prepared in compliance with the Notification of the Department of Business Development dated September 28, 2011 regarding The Brief Particulars in the Financial Statements B.E. 2554, which is effective for financial periods beginning on or after January 1, 2011 onwards and in accordance with the Regulation of the Stock Exchange of Thailand dated January 22, 2001, regarding the preparation and submission of financial statements and reports for the financial position and results of operations of the listed companies B.E The consolidated and separate financial statements for the year ended December 31, 2010, presented herein for comparison, have been presented in the new format to conform to the consolidated and separate financial statements for the year ended December 31, To facilitate the readers, an English version of financial statements have been translated from the Thai version of financial statements. Such financial statements have been prepared for domestic reporting purpose.

15 - 2 - The Federation of Accounting Professions has issued the Notifications regarding the Thai Accounting Standard (TAS) and Thai Accounting Standard Interpretation (TSI) which will become effective for the financial statements for the accounting periods beginning on or after January 1, 2013 onwards as follows: TAS TAS 12 TAS 20 TAS 21 (Revised 2009) TSI TSI 10 TSI 21 TSI 25 Income Taxes Accounting for Government Grants and Disclosure of Government Assistance The Effects of Changes in Foreign Exchange Rates 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 The Company s management will adopt the above relevant TAS and TSI in the preparation of the Company s financial statements when they become effective, except TAS 20, TSI 10, TSI 21 and TSI 25 which are not applicable to the Company s business activities. However, the Company have elected to early adopt TAS 12 Income Tax. In addition, the Company has elected to early adopt draft TFRI 13 Customer Loyalty Programmes before the announcement in the Royal Gazette. 2.2 Basis for preparation of consolidated financial statements The consolidated financial statements for the years ended December 31, 2011 and 2010, include the financial statements of the Company and its subsidiaries in which the Company has controlled or invested over 50% of their voting rights. These subsidiaries are detailed as follows: Business type Country of Percentage of holdings (%) registration As at December 31, Subsidiaries S&P Global Co., Ltd. Investment in other companies Thailand S&P Asset Co., Ltd. Office rental Thailand S&P Food Solution Co., Ltd. (formerly S&PizZanotti (Thailand) Limited) (1) Restaurant (Ceased operation) Thailand (1) On February 26, 2010, the Board of Directors meeting of S&PizZanotti (Thailand) Limited passed a resolution to change its name from S&PizZanotti (Thailand) Limited to S&P Food Solution Co., Ltd.. The Company registered the name change with the Department of Business Development on the same date. On August 1, 2010, the Company has ceased its operation and transferred its assets to S&P Syndicate Public Company Limited.

16 - 3 - Additionally, the consolidated financial statements include the results from the financial statements of overseas subsidiaries, in which S&P Global Co., Ltd., a subsidiary, has a shareholding, as such subsidiary has been given authority to provide technical assistance to, and management of overseas Thai food restaurants owned by the subsidiary under agreements as follows: Business type Country of Percentage of holdings (%) registration As at December 31, Shares held directly by S&P Global Co., Ltd. S&P Restaurant Limited Restaurant England Patara (Geneva) SA Restaurant Switzerland Theme Foods Pte. Ltd. Restaurant Singapore SK Catering Pte. Ltd. Restaurant Singapore Patara Taiwan Company Limited (1) Restaurant Taiwan (Ceased operation) Patio International Limited Restaurant Taiwan Patara International Restaurant Restaurant The People s Management (Beijing) Co., Ltd. (2) Republic of China Thai Development SA Restaurant Switzerland Patara Restaurant, Vienna GmbH (4) Restaurant Austria Shares held indirectly by Theme Foods Pte. Ltd. Siam Kitchen Sdn. Bhd. (3) Restaurant (Ceased operation) Malaysia Shares held indirectly by S&P Restaurant Limited and Thai Development SA Patara Restaurant, Vienna GmbH (4) Restaurant Austria Shares held indirectly by SK Catering Pte. Ltd. Bangkok Jam Co., Ltd. (5) Restaurant Taiwan (1) During the year 2007, Patara Taiwan Company Limited has ceased its operation and its assets had been transferred to Patio International Limited. (2) March 22, 2010, the Board of Directors Meeting of S&P Global Co., Ltd. passed a resolution to approve an increase the registered share capital of Patara International Restaurant Management (Beijing) Co., Ltd. from RMB 3.50 million to RMB 3.80 million, by offering 100% of such share capital increase amounting to RMB 0.30 million, to S&P Global Co., Ltd. The Company registered such increase in share capital on April 2, 2010 so the proportion of S&P Global Co., Ltd. has changed from 90% to 90.79%. On September 17, 2010, the Board of Directors Meeting of S&P Global Co., Ltd. passed a resolution to approve an increase the registered share capital of Patara International Restaurant Management (Beijing) Co., Ltd. from RMB 3.80 million to RMB 4.30 million, by offering 100% of such share capital increase amounting to RMB 0.50 million. Then, on February 4, 2011, Patara International Restaurant Management (Beijing) Co., Ltd. called up for paid-up share capital in amounting to RMB 0.20 million which S&P Global Co., Ltd. has paid-up share capital in the same date. Thus, the proportion of S&P Global Co., Ltd. as at December 31, 2011 is 91.25%. (3) During the year 2005, Siam Kitchen Sdn. Bhd. has ceased its operations in Malaysia and is in process of dissolution.

17 - 4 - (4) On June 29, 2010, the Board of Directors Meeting of Patara Restaurant, Vienna GmbH passed a resolution to approve an increase the registered share capital of Patara Restaurant, Vienna GmbH from EUR 200,000 to EUR 300,000, by offering such share capital increase amounting to EUR 100,000, to the shareholder on the same former proportion and the Company has already registered the increase in share capital on September 17, On March 15, 2011, the Board of Directors Meeting of the Company passed a resolution to approve an increase the registered share capital of Patara Restaurant, Vienna GmbH from EUR 300,000 to EUR 1,200,000, by offering such share capital increase amounting to EUR 600,000 and EUR 300,000, to S&P Global Co., Ltd., and S&P Restaurants Limited, respectively. Patara Restaurant, Vienna GmbH registered such increase in share capital on June 2, Therefore, S&P Global Co., Ltd. has direct shares held in Patara Restaurant, Vienna GmbH at 50.00% and indirect shares held at 43.05%. (5) On March 8, 2011, the Board of Directors Meeting of SK Catering Pte. Ltd., passed a resolution the approve an investment in Bangkok Jam., Ltd., which has registered share capital of TWD 4 million. However, Bangkok Jam Co., Ltd. called up for paid-up share capital in amounting to TWD 3.46 million and TWD 0.54 million, respectively which SK Catering Pte. Ltd. holds 100% of registered share capital of Bangkok Jam Co., Ltd. and has already paid such called-up share capital on June In July 2011, the Board of Directors Meeting of SK Catering Pte. Ltd., passed a resolution to approve an increase in the registered share capital of Bangkok Jam Co., Ltd. from TWD 4 million to TWD 5 million, by offering 100% of such increase share capital amounting to TWD 1 million, to SK Catering Pte. Ltd. Bangkok Jam Co. Ltd. called up for all of the paid-up share capital and SK Catering Pte. Ltd. has already paid such called up share capital in July Significant intercompany transactions between the Company and its subsidiaries have been eliminated from the consolidated financial statements. The consolidated financial statements for the years ended December 31, 2011 and 2010, do not include the financial statements of Siam Kitchen Sdn. Bhd., which is a subsidiary registered in Malaysia which is owned by Theme Foods Pte. Ltd. as the amount is immaterial. As at December 31, 2011 and 2010, the carrying value of such investment is nil. The consolidated financial statements for the years ended December 31, 2011 and 2010, include the financial statements of Bangkok Jam and Patara Fine Thai Cuisine, which are sole proprietorship entities registered under the laws of Singapore which are under the control of SK Catering Pte. Ltd. and Theme Foods Pte. Ltd., respectively.

18 - 5 - Assets and investments recorded by the equity method as at December 31, 2011 and 2010, revenues and the share of profit (loss) from investments recorded by the equity method in associates for the years ended December 31, 2011 and 2010 accounted for by the percentage of total assets, net assets (total assets net of total liabilities), consolidated revenues and total net profit, respectively, in the consolidated financial statements are summarized below: Company s name CONSOLIDATED FINANCIAL STATEMENTS Assets of subsidiaries Investments recorded Revenues as Share of profit (loss) as percentage by the equity method as percentage of as percentage of of total assets percentage of net assets total revenues for net profit for As at December 31, As at December 31, the years ended the years ended December 31, December 31, Shares held by S&P Syndicate Public Company Limited Subsidiaries: S&P Global Co., Ltd. and subsidiaries (Proportion of subsidiaries of S&P Global Co., Ltd. are presented below) S&P Asset Co., Ltd S&P Food Solution Co., Ltd. (formerly S&PizZanotti (Thailand) Limited) 0.01* 0.04* * - - Associates: HD Distributors (Thailand) Co., Ltd * 2.53* - - (0.09)* 0.19* Foodhouse Catering Service Co., Ltd (0.25)* (0.09) (0.06) Shares held directly by S&P Global Co., Ltd. S&P Restaurant Limited Patara (Geneva) SA 0.80* 0.91* * 1.37* - - Theme Foods Pte. Ltd. 0.55* 0.64* * 0.85* - - SK Catering Pte. Ltd. 1.44* 1.62* * 3.29* - - Patara Taiwan Company Limited 0.01* 0.02* * - - Patio International Limited 0.01* 0.26* * 0.70* - - Thai Developments SA 0.94* 1.00* * 1.63* - - Patara International Restaurant Management (Beijing) Co., Ltd 0.53* 0.54* * 0.16* - - Patara Restaurant, Vienna GmbH 2.54* * Shares held indirectly by S&P Restaurant Limited and Thai Development SA Patara Restaurant, Vienna GmbH * * - - Shares held directly by SK Catering Pte. Ltd. Bangkok Jam Co., Ltd. 0.85* * * Information, which was provided by the management, was not audited or reviewed by an auditor.

19 ADOPTION OF NEW AND REVISED THAI FINANCIAL REPORTING STANDARDS During the year ended December 31, 2011, the Company and its subsidiaries have adopted the new and revised Thai Financial Reporting Standards (TFRS) issued by the Federation of Accounting Professions, which are effective for the financial statements for the accounting periods beginning on or after January 1, 2011 onwards, This adoption does not have significant impact on the Company and its subsidiaries financial statements except for the following Thai Accounting Standards: 3.1 Adopting of new and revised Thai Financial Reporting Standards as at the effective date TAS No. 1 (Revised 2009) Presentation of Financial Statements Thai Accounting Standard No. 1 (Revised 2009) Presentation of Financial Statements changed requirements about the presentation in the financial statements. Therefore, it affected the reclassification in the consolidated and separate financial statements for the year ended December 31, 2010, presented for comparison TAS No.19 Employee Benefits During the year ended December 31, 2011, the Company and its subsidiaries have first-time adopted the Thai Accounting Standard No. 19 Employee Benefits by calculating the post-employment benefits obligation under the Thai Labor Protection Act based on actuarial assumptions using Projected Unit Credit Method at the end of reporting period. The Company and its subsidiaries elected to recognize past service cost and interest cost by restating the consolidated and separate financial statements for the year ended December 31, 2010, which are presented herein for comparison, as if the Company had recognized provision for employee benefit obligation according to the new accounting policy continuously, which is in compliance with the transitional provision of such standard Change in accounting estimates During the year ended December 31, 2011, the Company has adopted Thai Accounting Standard No. 16 (Revised 2009) Property Plant and Equipment by changing the estimated useful life in order to more appropriately reflect the current usage condition and consumption of the economic benefit by changing the estimated useful lives as follows: For the years ended December 31, Buildings and building improvements 5-30 years 20 years Factory buildings 5-30 years 20 years Machinery and equipment 5-15 years 5-8 years Office furniture and equipment 3-5 years 5 years

20 - 7 - As a result, such change in accounting estimates has affected to the consolidated and separate financial statements for the year ended December 31, 2011 by increasing in depreciation expense by Baht 5.13 million decreasing in net profit by Baht 3.59 million, and decreasing in basic earnings per share by Baht The Company elected to apply prospectively which is in compliance with the transitional provision of such standard only for assets which still have carrying amount as at January 1, Cost of assets which were fully depreciated but are still in use as at January 1, 2011 of Baht 1, million are not applied. 3.2 Adopting of new and draft Thai Financial Reporting Standards before the effective date TAS No. 12 Income Taxes During the year ended December 31, 2011, the Company and its subsidiaries have elected to early adopt Thai accounting Standard No. 12 Income Taxes before the period in which it is initially applied. The consolidated and separate financial statements for the year ended December 31, 2010, presented herein for comparison, have been restated consequent to the adoption of the financial reporting standard, as if the Company had recognized deferred tax according to the new accounting policy continuously Draft TFRI No. 13 Customer Loyalty Programmes During the year ended December 31, 2011, the Company has adopted draft TFRI No. 13 Customer Loyalty Programmes before the announcement in the Royal Gazette. The consolidated and separate financial statements for the year ended December 31, 2010, presented herein for comparison, have been restated consequent to the adoption of the financial reporting standard, as if the Company had recognized customer loyalty programmes according to the new accounting policy continuously. Therefore, the comparative information to the statement of comprehensive income for the year ended December 31, 2010 and the statement of financial position as at December 31, 2010 have been restated to conform to the new accounting policy.

21 - 8 - For the year ended December 31, 2010 Consolidated Financial Statement Statements of comprehensive income Previously reported As Restated Increase/ (decrease) Selling expenses 198, ,823 (340) Administrative expenses 1,619,368 1,619, Income tax expense 169, ,796 (1,408) Profit for the year 382, ,277 1,456 Profit attributable to owners of the parent 381, ,008 1,130 Profit attributable to non-controlling interests 943 1, Total comprehensive income attributable to owners of the parent 365, ,379 1,123 Total comprehensive income (loss) attributable to non-controlling interests (12,556) (12,882) 326 Basic earnings per share (0.01) Separate Financial Statement Statements of comprehensive income Previously reported As Restated Increase/ (decrease) Selling expenses 198, ,823 (340) Administrative expenses 1,103,240 1,103,240 - Income tax expenses 155, ,004 (2,128) Profit for the year 394, ,278 2,467 Profit attributable to owners of the parent 394, ,278 2,467 Basic earnings per share As at December 31, 2010 Consolidated Financial Statement Statements of financial position Previously reported As Restated Increase/ (decrease) Unappropriated retained earnings brought forward as of January 1, , ,335 (32,545) Other comprehensive income - deferred tax as of January 1, Non-controlling interest brought forward as of January 1, ,650 87,651 (999) Deferred tax assets - 20,605 20,605 Employee benefit obligation - 62,755 62,755 Deferred tax liabilities - 1,343 1,343 Provision for customer loyalty programme - 3,847 3,847 Other components of equity (36,890) (36,929) 39 Non-controlling interests 76,093 74,769 (1,324) Unappropriated retained earnings carried forward as of December 31, , ,418 (31,414)

22 - 9 - Separated Financial Statement Statements of financial position Previously reported As Restated Increase/ (decrease) Unappropriated retained earnings brought forward as of January 1, , ,407 (28,657) Deferred tax assets - 20,529 20,529 Employee benefit obligation - 57,434 57,434 Provision for customer loyalty programme - 3,847 3,847 Unappropriated retained earnings carried forward as of December 31, , ,758 (26,190) 4. SIGNIFICANT ACCOUNTING POLICIES The financial statements have been prepared under the measurement basis of historical cost except as disclosed in the accounting policies as follows: 4.1 Cash and cash equivalents Cash and cash equivalents consist of cash in hand, deposits at bank and all types of deposits at financial institutions with maturity term not over 3 months; which excluding deposit at bank used as collateral. 4.2 Temporary investments Temporary investments consist of investment in trading securities, available-for-sale securities, time deposits with maturity term over 3 months up to 12 months and heldto-maturity debt security due within 12 months and without obligation. Investment in trading securities are carried at fair value. Realized gains and losses from the sales of trading securities and unrealized gain and loss on the changes in fair values are recognized in statements of comprehensive income. Investments in available-for-sales securities are carried at fair value, differences between book value and fair value of available-for-sales securities are recorded as unrealized gain (loss) on revaluation of investments under shareholders equity. 4.3 Allowance for doubtful accounts Allowance for doubtful accounts is provided at the estimated collection losses on receivables. Such estimate based on the Company s collection experiences of each receivable.

23 Inventories Inventories of the Company and its subsidiaries are carried at the lower of cost or net realizable value. The cost of inventories of the Company and its three subsidiaries are calculated by using the weighted average cost method and of the other three subsidiaries are calculated by using the first-in, first-out method. 4.5 Investments in associates and subsidiaries Investments in associates and subsidiaries are presented by the cost method in the separate financial statements. Investments in associates are presented by the equity method in the consolidated financial statements. In the case where impairment of investment is occurred, the impairment loss of investment will be charged to the statement of comprehensive income. 4.6 Property, plant and equipment Land of the Company is stated at cost less provision for impairment, if any. Plant and equipment of the Company and its domestic and overseas subsidiaries are stated at cost, less accumulated depreciation and provision for impairment, if any. Depreciation of plant and equipment of the Company and its domestic subsidiaries is calculated by the straight-line method over the estimated useful lives of the assets as follows: Buildings and building improvements Factory buildings Machinery and equipment Office furniture and equipment Vehicles 5-30 years 5-30 years 5-15 years 3-5 years 5 years During the year ended December 31, 2011, the Company has changed the estimated useful lives of some assets type (see Note 3.1.3). Depreciation of equipment of overseas subsidiaries is calculated by the straight-line and the diminishing balance methods over the estimated useful lives of the assets of 4-5 years. In the case where impairment of property, plant and equipment is occurred, the loss on impairment will be charged to the statement of comprehensive income.

24 Intangible assets Intangible assets consist of trademarks and software development costs. Intangible assets are stated at costs less accumulated amortization. Amortization is calculated by the straight-line method, based on lease period or useful lives of the assets as follows: Trademarks Software development costs 10 years 5 years 4.8 Leasehold right Leasehold right of the Company and its subsidiaries is stated at cost, less accumulated amortization. Leasehold right amortization of the Company and its subsidiaries is being amortized by using the straight-line method over the lease periods as follows: Leasehold right of the Company Leasehold right of subsidiaries 3-30 years years 4.9 Employee benefit obligation 4.10 Lease The Company and its subsidiaries have accounted for post-employment benefits obligation under the Thai Labor Protection Act based on actuarial assumptions using Projected Unit Credit Method at the end of reporting period, such as discount rates, inflation rates, expected rates of salary increase and turnover rates. Operating lease Leases not transferring a significant portion of the risks and rewards of ownership to the lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of comprehensive income on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period expired, any payment required to be made to the lessor by way of penalty is recognized as an expense in the period in which termination takes place.

25 Finance lease Lease in which substantially all the risks and rewards of ownership other than legal title are transferred to the Company is accounted for as a finance lease. The Company capitalizes the equipment at the lower of fair value of the equipment at the contractual date or estimated present value of the underlying lease payments. The leased assets are depreciated using the straight-line method over their estimated useful lives. Interest or financial charge is recognized by effective interest rate method over the term of contracts. Interest or financial charge and depreciation are recognized as expenses in the statement of comprehensive income Provident fund The contribution paid by the Company and its domestic subsidiaries to the provident funds of employees is recognized as an expense when the transactions occurred Foreign currency transactions Transactions in foreign currencies occurred during the year are converted into Baht at the rates of exchange prevailing on the transaction dates. Monetary assets and liabilities in foreign currencies outstanding at the end of the year are converted into Baht at the exchange rates prevailing on that date as determined by the Bank of Thailand. Gains or losses on conversion are included in the statement of comprehensive income. The translation of foreign financial statements into Baht for the purpose of preparing the consolidated financial statements is determined by using the following rates: a. Assets and liabilities are converted at the closing rate at the statements of financial position date. b. Shareholders equity is converted at the rates prevailing on the transaction dates. c. Revenues and expenses are converted at the average rate during the period. Gain (loss) on translation of foreign financial statements is shown under shareholders equity.

26 Recognition of revenues and expenses Revenues from the sales of goods are recognized as revenue when the significant risks and rewards of ownership are transferred to the buyer. For domestic sales, title is considered to have passed when goods are dispatched to customers. For export sales, title is passed to the buyer when the Company delivers the goods to the common carrier who acts as an agent for the buyer. Revenues from services are recognized as revenue when the services are rendered. Revenues from dividend from investments are recognized as income when the dividend is declared. Other income are recognized on an accrual basis Income tax Income tax - income (expense) represent the sum of the tax currently payable and deferred tax Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because it includes items of expenses that are tax deductible and if further excludes items of income or expense that are not taxable or non - deductible. The Company s liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the statements of financial position date Deferred tax Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit (tax base). Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are generally recognized for temporary differences to the extent that it is probable that taxable profits will be available against which those temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at each statements of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Any such reduction shall be reversed to the extent that it becomes probable that sufficient taxable profit will be available for utilizing all or part of the deferred tax assets.