Pattaya: 218/2-4 Moo 10 Beach Road, Nongprue, Banglamung, Chonburi Thailand.

Transcription

1 1 General information Minor International Public Limited ( the ) is a public limited company and is incorporated in Thailand. The addresses of its registered offices are as follows: Bangkok: 16 th Floor, Berli Jucker House, 99 Soi Rubia, Sukhumvit 42, Prakanong, Klongtoey, Bangkok, Thailand. Pattaya: 218/2-4 Moo 10 Beach Road, Nongprue, Banglamung, Chonburi Thailand. The is incorporated as a public company under Thai law and was listed on the Stock Exchange of Thailand in October The and its subsidiaries ( The Group ) engage in investment activities and hotel and restaurant operations. The Group mainly operates in Thailand and also has operations in other countries such as Singapore, People s Republic of China, Republic of Maldives, United Arab Emirates, etc. These interim consolidated and financial statements have been approved by the Audit Committee on 12 May These interim consolidated and financial statements have been reviewed, not audited. 2 Basis of preparation These interim consolidated and company financial statements are prepared in accordance with Thai generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards issued under the Account Profession Act B.E and the financial reporting requirements of the Securities and Exchange Commission. The primary financial statements (i.e. balance sheets, statements of income, changes in shareholders equity and cash flows) are prepared in the full format as required by the Securities and Exchange Commission. The notes to the interim financial statements are prepared in a condensed format according to Thai Accounting Standard 41, Interim Financial Reporting and additional notes are presented as required by the Securities and Exchange Commission under the Securities and Exchange Act B.E An English version of the interim consolidated and company financial statements have been prepared from the interim financial statements that are in the Thai language. In the event of a conflict or a difference in interpretation between the two languages, the Thai language interim financial statements shall prevail. Comparative figures have been adjusted to confirm with the minimum requirements announced by the Department of Business Development Regulation dated 30 January 2009 in relation to the format of Financial Statements B.E. 2552, which are mainly expenses in statement of income, with effective from 1 January The Group is in consideration to present the management s remuneration in the statement of income. Such expense is included in administrative expenses. 13

2 3 Accounting policies The accounting policies used in the preparation of the interim financial statements are consistent with those used in the annual financial statements for the year ended 31 December Amendment to Thai Accounting Standards effective in 2009 The amendments to Thai Accounting Standards ( TAS ) which are effective for the period beginning on or after 1 January 2009 are as follows: TAS 36 Impairment of Assets TAS 54 Non-current Assets Held for Sale and Discontinued Operations The Group s management has determined that the reviewed standards will not significantly impact the financial statements being presented. Costs that incur unevenly during the financial year are anticipated or deferred in the interim report only if it would be also appropriate to anticipate or defer such costs at the end of the financial year. Income tax expense is recognised based on the best estimate of the weighted average annual income tax rate respected for the full financial year. These interim financial statements should be read in conjunction with the 2008 annual financial statements. 14

3 4 Segment information 4.1 Financial information by business segments The Group and the major operate in several business segments. Financial information by segment for the consolidated financial statements are as follows: For the three-month periods ended 31 March (Baht Million) Retails and Food and Real Investing Hotel property Entertainment Management estates in other operations business operations Spa services operations operations operations companies Eliminated Total Revenues 1,289 1, ,546 1, (166) (180) 4,118 4,185 Segment results 703 1, ,673 1, (138) (138) 2,569 2,610 15

4 4 Segment information (Cont d) 4.2 Financial information by geographical segments Although the Group s business segments are managed on a worldwide basis, they operate in main geographical areas: Baht Million Sales Segment result Thailand 3,559 4,183 2,166 2,621 Singapore People s Republic of China Republic of Maldives The United Arab Emirates Others Eliminated (166) (180) (138) (138) Segment results 4,118 4,185 2,569 2,610 5 Related party transactions The is an associate company of Minor Corporation Public Limited (MINOR). Therefore, Minor Corporation Public Limited and its subsidiaries are considered related parties of the Group. During the period the Group and the have entered into significant transactions with its subsidiaries, associates and related parties. The terms and basis of such transactions are negotiated between the parties in the ordinary course of business and according to normal trade conditions. Pricing policies for related party transactions comprise: Sales and purchases Sales from real estate development operations Rental income Franchise fee Management income and other income Interest income Rental expenses Management expenses Royalty fee Interest expenses Pricing policies Prices normally charged to third parties Prices normally charged to third parties Agreed prices which approximate to prices normally charged to third parties Agreed prices which approximate to prices normally charged to third parties Agreed prices which approximate to prices normally charged to third parties Rate as mutually agreed by shareholders and rate determined with reference to the interest rate quoted by commercial banks Agreed prices which approximate to prices normally charged by third parties Agreed prices which are costs plus administrative fee Agreed prices which approximate to prices normally charged by third parties Rate determined with reference to the interest rate quoted by commercial banks 16

5 5 Related party transactions (Cont d) Significant transactions with the related parties for the three-month periods ended 31 March 2009 and 2008 are summarised as follows: For the three-month periods ended 31 March Baht 000 Baht 000 Baht 000 Baht 000 Sales Associates 15,787 14, Related parties Total sales 15,865 14, Sales from real estate development operations Related party - 16, Rental income Subsidiaries ,475 11,544 Associates Related parties 3,740 4, Total rental income 3,950 4,408 11,475 11,544 Interest income Subsidiaries ,192 83,662 Associates 3,826 8, Related parties Total interest income 3,849 8, ,192 83,662 Management fee income Subsidiaries ,967 50,411 Associates 35,370 36, Related parties 11,657 13, Total management fee income 47,027 50,200 44,417 51,482 17

6 5 Related party transactions (Cont d) For the three-month periods ended 31 March Baht 000 Baht 000 Baht 000 Baht 000 Other income Subsidiaries - - 1,500 - Associates 2,386 2,484-2,484 Total other income 2,386 2,484 1,500 2,484 Purchases Related parties 14,841 11, Rental expenses Subsidiaries ,270 6,405 Related parties 3,099 6, Total rental expenses 3,099 6,611 14,270 6,405 Interest expenses Subsidiaries - - 2,979 7,144 Total interest expenses - - 2,979 7,144 Management fee expenses Subsidiaries ,125 12,953 Related parties 2,961 2, Total management fee expenses 2,961 2,111 14,485 12,953 Other expenses Related parties 6,570 3,522 4,889 2,878 Royalty fee Subsidiaries Management s remuneration was included in administrative expenses. 18

7 5 Related party transactions (Cont d) As at 31 March 2009 and 31 December 2008, outstanding balances arising from receivables, payables, advances and loans to/from related parties are summarised as follows: 31 March 31 December 31 March 31 December Baht 000 Baht 000 Baht 000 Baht 000 Amounts due from related parties Subsidiaries , ,610 Associates 25,544 45, Related parties 5,348 2,698 1, Total amounts due from related parties 30,892 48, , ,716 Long-term loans to related parties Subsidiaries - - 7,625,786 7,406,141 Associates 395, , Related parties 2,831 2, Total long-term loans to related parties 398, ,031 7,625,786 7,406,141 Amounts due to and advances from related parties Subsidiaries ,062 13,955 Associates Related parties 19,976 1,733 3,511 5 Total amounts due to and advances from related parties 19,976 2,419 14,573 13,960 Short-term loans from related parties Subsidiaries - - 1,353, ,956 6 Investments in subsidiaries, associates and joint venture 31 March 31 December 31 March 31 December Baht 000 Baht 000 Baht 000 Baht 000 Subsidiaries - - 5,863,366 5,874,235 Associates 1,272,718 1,241,629 24,284 24,284 Total investments 1,272,718 1,241,629 5,887,650 5,898,519 a) Investments in subsidiaries Baht 000 For the three-month period ended 31 March 2009 Opening net book value 5,874,235 Decapitalise in property fund (10,869) Closing net book value 5,863,366 19

8 6 Investments in subsidiaries, associates and joint venture (Cont d) a) Investments in subsidiaries (Cont d) All investments in subsidiaries included in the consolidated financial statements are investments in ordinary shares of subsidiaries and units in property funds as follows: Investment portion (%) Nature of Country of 31 March 31 December business incorporation Chao Phaya Resort Limited Hotel operation and Thailand shopping mall Hua Hin Resort Limited Hotel operation Thailand Maerim Terrace Resort Limited Hotel operation Thailand (1) (1) Samui Resort and Spa Limited Hotel operation Thailand Royal Garden Development Limited Hotel operation Thailand Royal Garden Plaza Limited Shopping mall Thailand Royal Garden Entertainment Limited Entertainment Thailand operation M Spa International Limited Spa services Thailand 51 (2) 51 (2) Minor Hotel Group Limited Hotel management Thailand R.G.E. (HKG) Limited Management Hong Kong RGR International Limited Management British Virgin Islands M&H Management Limited Management Republic of Mauritius Lodging Investment (Labuan) Limited Holding investment Malaysia Minor International (Labuan) Limited Hotel operation Malaysia RNS Holding Limited Management Thailand The Minor Food Group Public Sales of food and Thailand Limited ( MFG ) Rajadamri Hotel Public Limited Hotel operation Thailand (3) (3) Thai Project Property Fund Property investment Thailand Thai Assets Management Property Fund Property investment Thailand 100 (4) 100 (4) Sub Thawee Property Fund Property investment Thailand (5) (5) MI Squared Limited Hotel operation Thailand Samui Beach Residence Limited Sales of property Thailand Samui Village Limited Hotel operation Thailand Coco Palm Hotel & Resort Co., Ltd. Hotel operation Thailand Coco Recreation Limited Hotel operation Thailand Coco Residence Limited Sales of property Thailand Minor Information Technology Limited Management Thailand Phuket Beach Residence Limited Management Thailand Chao Phraya Resort & Residence Hotel and Thailand Limited sales of property Maifad Beach Resort Limited Hotel operation Thailand (1) (2) (3) (4) (5) Investment portion of 45.30% represents direct holding in Maerim Terrace Resort Limited. Another 25.74% indirect holding is invested through subsidiary. Investment portion of 51% represents direct holding in M Spa International Limited. Another 49% indirect holding is invested through subsidiary. Investment portion of 54.28% represents direct holding in Rajadamri Hotel Public Limited. Another 44.58% indirect holding is invested through subsidiary. Paid up capital of Thai Assets Management Property Fund is investment in class C and Class D unitholders. Investment portion of 99.86% represents direct holding in Sub Thawee Property Fund. Another 0.14% indirect holding is invested through subsidiary. Paid-up capital of Sub Thawee Property Fund is investment in Class B and Class C unitholders. 20

9 6 Investments in subsidiaries, associates and joint venture (Cont d) a) Investments in subsidiaries (Cont d) Companies under subsidiaries included in the preparation of the consolidated financial statements are: Investment portion (%) Country of 31 March 31 December Nature of business incorporation MFG s subsidiaries Swensen s (Thai) Limited Sales of food and Thailand Minor Cheese Limited Manufacturing and sales Thailand of cheese Minor Dairy Limited Manufacturing and sales Thailand of ice-cream Minor DQ Limited Sales of food and Thailand R.G.R. Food Service Limited Sales of food and Thailand Catering Associates Limited Catering service Thailand Burger (Thailand) Limited Sales of food and Thailand International Franchise Holding Franchise owner Malaysia (Labuan) Limited The Pizza Restaurant Sales of food and Thailand Limited SLRT Limited Sales of food and Thailand Primacy Investment Limited Holding investment Republic of Mauritius The Coffee Club (Thailand) Limited Sales of food and Thailand International Franchise Holding (Labuan) Limited s subsidiaries Franchise Investment Corporation of Asia Ltd. Franchise owner British Virgin Islands The Minor Food Group (China) Sales of food and People s Limited Republic of China Primacy Investment Limited s subsidiaries Delicious Foodstuff (Labuan) Holding investment Malaysia Limited Delicious Beverage (Labuan) Holding investment Malaysia Limited Delicious Food Holding (Singapore) Holding investment Singapore Pte Ltd. ThaiExpress Concepts Pte Ltd. Holding investment Singapore Delicious Food Holding (Singapore) Pte Ltd. s subsidiary Delicious Food Holding (Australia) Pte Ltd. Holding investment Australia Hua Hin Resort Limited s subsidiaries Hua Hin Village Limited Hotel operation Thailand Baan Boran Chiangrai Limited Hotel operation Thailand M Spa International Limited s subsidiaries M Spa Ventures Limited Spa services British Virgin Islands M Spa Enterprise Management (Shianghai) Limited Spa services People s Republic of China

10 6 Investments in subsidiaries, associates and joint venture (Cont d) a) Investments in subsidiaries (Cont d) Investment portion (%) Country of 31 March 31 December Nature of business incorporation Minor Hotel Group Limited s subsidiary Hospitality Investment International Limited Holding investment British Virgin Islands Hospitality Investment International Limited s subsidiaries Lodging Management (Labuan) Hotel management Malaysia Limited Lodging Management (Mauritius) Hotel management Republic of Limited Mauritius PT Lodging Management (Indonesia) Hotel management Indonesia Rajadamri Hotel Public Limited s subsidiary Rajadamri Residence Limited Hotel and sales of property Royal Garden Development Limited s subsidiary Rajadamri Residence Limited Hotel and sales of property ThaiExpress Concepts Pte Ltd. s subsidiaries The ThaiExpress Restaurant Ple Ltd. Sales of food and BBZ Design International Pte Ltd. Sales of food and NYS Pte Ltd. Sales of food and PS07 Pte Ltd. Sales of food and TES07 Pte Ltd. Sales of food and XWS Pte Ltd. Sales of food and Shokudo Concepts Pte Ltd. Sales of food and Shokudo Heeren Pte Ltd. Sales of food and The Bund Pte Ltd. Sales of food and Lotus Sky Sdn Bhd. Sales of food and Thai Express Concepts Sdn Bhd. Sales of food and Thailand Thailand Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Malaysia Malaysia Changes in investments in subsidiaries for the three-month period ended 31 March 2009 comprise: Rajadamri Residence Limited During the first quarter of 2009, Rajadamri Hotel Public Limited disposed its entire investment in Rajadamri Residence Limited to Royal Garden Development Limited which is a subsidiary of the at net book value of Baht 26.0 million. ThaiExpress Concepts Pte Ltd. The Group is in the process of calculating the value of brands which is included in goodwill from investment amounting to Baht 1,076.9 million. 22

11 6 Investments in subsidiaries, associates and joint venture (Cont d) b) Investments in associates and joint venture Baht 000 Baht 000 For the three-month period ended 31 March 2009 Opening net book value 1,241,629 24,284 Reversal the provision for additional payment of investment (23,544) - Dividend received (4,853) - Share of profit of investment in associates and joint venture 59,486 - Closing net book value 1,272,718 24,284 Changes in investments in associates for the three-month period ended 31 March 2009 comprise: Tanzania Tourism and Hospitality Investment Limited and Zanzibar Tourism and Hospitality Investment Limited During the second quarter of 2008 the Group recognised provisions for the settlement of additional investments in TTHIL and ZTHIL for the next two years amounting to Baht 94.1 million, including the value of the initial investment. From the actual TTHIL s and ZTHIL s operation result for the period from 1 January 2008 to 31 December 2008 and the operation estimation, adjusted after the date that the Group made the investment, there was a difference from the estimation that the Group had used for consideration of investment in TTHIL and ZTHIL. As a result, the Group may pay the additional investments different from the provisions recognised in the last year. As at 31 March 2009, the Group reversed some provision for investment in TTHIL and ZTHIL that was recognised in the last year amounting to Baht 23.5 million Associated companies and joint venture are as follows: Investment portion (%) Country of 31 March 31 December Nature of business incorporation Maikhao Vacation Villas Limited Sales of Right-to-Use Thailand in time sharing resort Eutopia Private Holding Limited Hotel operation Republic of Maldives Tanzania Tourism and Hospitality Holding investment British Virgin Investment Limited Islands Zanzibar Tourism and Hospitality Holding investment British Virgin Investment Limited Islands Arabian Spas (Dubai) (LLC) Spa services United Arab Emirates Select Service Partner Limited Sales of food and Thailand Sizzler China Pte Limited Franchise owner Singapore The Coffee Club Holdings Pty Ltd. Holding investment Australia

12 6 Investments in subsidiaries, associates and joint venture (Cont d) b) Investments in associates and joint venture (Cont d) Investment portion (%) Country of 31 March 31 December Nature of business incorporation Tanzania Tourism and Hospitality Investment Limited s subsidiary Elewana Africa (T) Limited Hotel operation United Republic of Tanzania Zanzibar Tourism and Hospitality Investment Limited s subsidiary Elewana Africa (Z) Limited Hotel operation United Republic of Tanzania Select Service Partner Limited s subsidiary Select Service Partner (Cambodia) Sale of food and Limited The Kingdom of Cambodia The Coffee Club Holdings Pty Ltd. s subsidiaries Expresso Pty Ltd. Property investment Australia The Coffee Club Investment Franchise owner Australia Pty Ltd. The Coffee Club Franchising Franchise business Australia Pty Ltd. The Coffee Club (NSW) Pty Ltd. Property investment Australia The Coffee Club (Vic) Pty Ltd. Property investment Australia The Coffee Club (Properties) Property investment Australia Pty Ltd. The Coffee Club Properties (NSW) Property investment Australia Pty Ltd. The Coffee Club Pty Ltd. Franchise owner Australia (as trustee for The Coffee Club Unit Turst) The Coffee Club (International) Franchise owner Australia Pty Ltd. The Coffee Club (Korea) Pty Ltd. Franchise owner Australia The Coffee Club (Mena) Pty Ltd. Franchise owner Australia The Coffee Club (NZ) Pty Ltd. Franchise owner Australia Investment portion (%) Country of 31 March 31 December Nature of business incorporation Maikhao Vacation Villas Limited Sales of Right-to-Use Thailand in time sharing resort The Group does not control or jointly controls the above invested companies. Therefore, the financial statements of these companies are not consolidated. The equity method of accounting is applied to these investments in the consolidated financial statements. 24

13 7 Other long-term investments, net Other long-term investments are investments in available-for-sale securities. 31 March 31 December 31 March 31 December Baht 000 Baht 000 Baht 000 Baht 000 Other companies, net 9,837 8, Related parties, net 887, , , ,225 Other long-term investments, net 896, , , ,238 a) Investments in other companies Baht 000 Baht 000 For the three-month period ended 31 March 2009 Opening net book amount 8, Change in fair value of investments 1,028 - Closing net book amount 9, b) Investments in related parties Baht 000 Baht 000 For the three-month period ended 31 March 2009 Opening net book amount 824, ,225 Acquisition 1,459 1,459 Change in fair value of investments 61,166 54,524 Closing net book amount 887, ,208 8 Property, plant and equipment, net Baht 000 Baht 000 For the three-month period ended 31 March 2009 Opening net book amount 11,141, ,701 Additions 452,243 3,278 Write-off (16,217) - Disposals (7,609) (1,320) Transfer to other accounts (1,229) - Impairment (1,756) - Translation adjustment (96) - Depreciation (343,743) (17,692) Closing net book amount 11,223, ,967 During 2002 to 2003, certain subsidiaries entered into sale and leaseback agreements with the Thai Assets Management Property Fund and Sub Thawee Property Fund with the first right of repurchase. The financial statements of these property funds are consolidated in the consolidated financial statements. The sale and leaseback transactions were accounted for as secured borrowing (Note 10). There was no change in the presentation of the property, plant and equipment in the consolidated financial statements as a result of these transactions. As at 31 March 2009, fixed assets of subsidiaries with book values of Baht 1,094 million is used as collateral for these transactions (Note 10). 25

14 8 Property, plant and equipment, net (Cont d) Baht Million Baht Million Commitments in respect of construction contracts and purchases of assets as at 31 March Commitments in respect of construction contracts and purchases of assets as at 31 December

15 9 Intangible assets, net (Baht 000) Franchise Leasehold development Initial Computer right expenses franchise fees Goodwill software Total For the three-month period ended 31 March 2009 Opening net book value 1,617,929 5,016 38,683 2,662,542 77,532 4,401,702 Additions 13, ,596-8,945 23,586 Impairment Reclassification ,628-21,628 Transfer from other account ,997 13,440 Translation adjustment (260) (260) Amortisation (25,929) (317) (1,564) - (5,808) (33,618) Closing net book value 1,605,008 4,736 39,158 2,684,170 93,565 4,426,637 27

16 10 Long-term borrowings 31 March 31 December 31 March 31 December Baht 000 Baht 000 Baht 000 Baht 000 Current portion Loans from financial institutions 246, , , ,000 Other borrowings 164, , , , , ,000 Long-term borrowings Loans from financial institutions 764, , , ,000 Other borrowings 476, , ,240,405 1,281, , ,000 Total long-term borrowings 1,651,427 1,692, , ,000 Maturity of long-term borrowings can be analysed as follows: 31 March 31 December 31 March 31 December Baht 000 Baht 000 Baht 000 Baht 000 Within 1 year 411, , , ,000 Between 2 and 5 years 1,240,405 1,281, , ,000 Total long-term borrowings 1,651,427 1,692, , ,000 The movements in the borrowings can be analysed as follows: Baht 000 Baht 000 For the three-month period ended 31 March 2009 Opening amount 1,692, ,000 Repayment of borrowings (40,965) - Closing amount 1,651, ,000 Loans from financial institutions As at 31 March 2009, loans from financial institutions in the consolidated financial statements totalling Baht 1,011 million comprise: a) The s unsecured loan from a local bank balance of Baht 420 million. The loan carries 12 months fixed deposit rate plus a fixed rate of interest and is due for repayment in 10 semi-annually installments by amount of Baht 60 million each with the first repayment due in November The loan is subject to certain conditions with which the has to comply throughout the loan period. b) A subsidiary s unsecured loan from a local bank balance of USD 20 million. The loan carries LIBOR plus a fixed rate of interest and is due for repayment in nine semi-annually installments amounting to USD 2.22 million each with the first repayment due on 2 May The loan is subject to certain conditions with which the subsidiary has to comply throughout the loan period. As at 31 March 2009, the Group has entered into cross currency swap and interest rate swap contracts for the above loan of USD 20 million to be a loan of AUD 23 million with a fixed interest rate. Moreover, the Group also bought a foreign currency forward contract for the amount of AUD 23 million. c) A subsidiary s unsecured loan from two local banks totalling of Baht 20 million (total loan facilities of Baht 3,050 million). The loan carries MLR less a fixed rate of interest and is due for repayment between 2011 and The loan is subject to certain conditions with which the subsidiary has to comply with throughout the loan period. 28

17 10 Long-term borrowings (Cont d) Other borrowings Other borrowing loan amounting to Baht 640 million represents borrowings by the two property funds as follows: a) Long-term loan amounting to Baht 400 million representing Class A and B investment units in the Thai Assets Management Property Fund being units held by banks and financial institutions. These unitholders receive interest at fixed rates and MLR minus fixed rates as specified in the Unit Holders Agreement. The loans are repayable within 10 years. Thai Assets Management Property Fund holds sub-lease rights and legal titles in the Group s property, plant and equipment with a book value of Baht 846 million as loan collateral. b) Long-term loan amounting to Baht 240 million representing Class A investment units in the Sub Thawee Property Fund being units held by banks and financial institutions. These unitholders receive interest at MLR minus fixed rates as specified in the Unit Holders Agreement. The loans are repayable within 10 years. Sub Thawee Property Fund holds the sub-lease rights and legal titles in the Group s property, plant and equipment with a book value of Baht 248 million as loan collateral. Borrowing facilities The Group and the have the following undrawn committed long-term borrowing facilities: 31 March 2008 Baht US$ Baht US$ Million Million Million Million Floating interest rate - expiring within one year expiring beyond one year 7, , , , December 2008 Baht US$ Baht US$ Million Million Million Million Floating interest rate - expiring within one year expiring beyond one year 7, , , , Debentures and 31 March 31 December Baht 000 Baht 000 Current portion 550, ,000 Debentures due in longer term 6,175,000 6,175,000 Total debentures 6,725,000 6,725,000 29

18 11 Debentures (Cont d) The movements in debentures can be analysed as follow: and Baht 000 For the three-month period ended 31 March 2009 Opening amount, net 6,725,000 Addition - Redemption - Closing amount, net 6,725,000 Debentures comprise: a) Debentures issued in September 2007 which are unsecured, senior and without a debenture holder s representatives totalling Baht 2,060 million, to be used for the repayment of previous debentures and short-term loans. These debentures have a fixed rate of interest and are due for repayment within b) Debentures issued in September 2007 which are unsecured, senior and without a debenture holder s representatives totalling Baht 1,840 million. These debentures have a fixed rate of interest and are due for repayment within c) Debentures issued in January 2004 which are unsecured, senior and without a debenture holder s representatives totalling Baht 1,000 million. These debentures have a fixed rate of interest and are due for repayment within d) Debentures issued in May 2005 which are unsecured, senior and without a debenture holder s representatives amounting to Baht 1,100 million. These debentures have a fixed rate of interest and due for repayment in 4 semi-annually installments by amount of Baht 275 million each with the first repayment due in November e) Debentures issued in October 2008 which are unsecured, senior and without a debenture holder s representatives totalling Baht 1,000 million. These debentures have a fixed rate of interest and are due for repayment within As at 31 March 2009, the has entered into interest rate swap contracts for the above debenture of Baht 2,060 million to swap a fixed interest rate to floating interest rate and due for repayment in semiannually interest. All above debentures have the terms and conditions of the debentures holders rights contain certain covenants, including the maintenance of a certain debt to equity ratio, and limits on the payment of dividends and the disposal and transfer or pledge of certain operating assets of the which are used in its main operations. At the annual general meeting of the shareholders of the held on 25 April 2008, the shareholders passed a resolution to approve issuance of no more than fifteen-year unsubordinated debentures with guarantee and/or no long-term guarantee (depending on the market at the issue date) of an amount not exceeding Baht 15,000 million, to be used for working capital, business expansion and/or refinance existing loans and debentures of the. As at 31 March 2009, there were debentures had been offered and issued totalling Baht 1,000 million. The Board of Directors of a subsidiary has approved the issuance of additional six-year unconvertible debentures without warrants, not exceeding Baht 2,000 million. As at 31 March 2009, these debentures have not yet been offered. 30

19 12 Share capital and share premium Number of ordinary shares Shares 000 Ordinary shares Baht 000 Share premium Baht 000 Total Baht 000 For the three-month period ended 31 March 2009 Opening balance 3,614,264 3,614,264 3,040,086 6,654,350 Issue of shares (Note 13) 2,663 2,663 4,380 7,043 Closing balance 3,616,927 3,616,927 3,044,466 6,661,393 Number of ordinary shares Shares 000 Ordinary shares Baht 000 Share premium Baht 000 Total Baht 000 For the three-month period ended 31 March 2009 Opening balance 3,614,264 3,614,264 3,014,433 6,628,697 Issue of shares (Note 13) 2,663 2,663 4,380 7,043 Closing balance 3,619,927 3,619,927 3,018,813 6,635,740 As at 31 March 2009, the registered shares comprise 4,238.5 million ordinary shares with par value of Baht 1 per share. The issued and fully paid up shares comprise 3,616.9 million ordinary shares. At the extraordinary general meeting of the shareholders of the held on 6 March 2009, the shareholders passed a resolution to approve as follows: a) The reduction in the s registered capital, from Baht 3,689,623,229 to Baht 3,661,965,799, divided into 3,661,965,799 ordinary Shares with a par value of Baht 1 each, through the elimination of its 27,657,430 registered shares which are not yet issued. b) The increase in the company s registered capital from Baht 3,661,965,799 to Baht 4,238,540,970 through the issuance of 576,575,171 new ordinary shares, with a par value of Baht 1 each, in order to (1) support the payment for the shares of MINOR, under the tender offer to purchase all of the securities of MINOR, (2) support the exercise of the s warrants on ordinary shares issued as a consideration in the tender offer to purchase all of the securities of MINOR, and (3) support the exercise of the s warrants allotted to the directors and/or employees of the company and/or its subsidiaries and/or holding agent No. 5 (MINT-ESOP 5). c) The allotment of capital-increase shares, as to support the exercise of the s warrants for the purpose of allotting to directors and/or employees of the and/or subsidiaries and/or holding agent No. 5 (MINT-ESOP 5). d) The allotment of the s 511,154,008 capital-increase ordinary shares, with a par value of Baht 1 each, to MINOR s Shareholders, so as to support the Tender Offer to purchase all of the securities of MINOR e) The s specific capital reduction, through the elimination of its ordinary shares held by MINOR and Marvelous Wealth Co., Ltd. (MWL) f) The s specific capital reduction, through the elimination of its ordinary shares held by MFG. As at 31 March 2009, the reduces and increases its registered capital as aforementioned in a) and b). 31

20 13 Warrants The Group had issued warrants to subscribe for ordinary shares to existing shareholders, directors and employees of the and its subsidiaries, which have been approved by shareholders meeting. The Group does not recognise warrant compensation costs for the fair value or intrinsic value of the warrant granted in these financial statements. As at 31 Increase As at December during 31 March 2008 the period Decrease during the period 2009 Issue of Exercise ratio ordinary Exercise Outstanding for ordinary shares during price Outstanding Determined exercising date warrant Warrant Expire Exercise shares per the year Amount warrant Issued by Allotted to Approval date by SEC First Exercise Last exercise (Unit) (Unit) (Unit) (Unit) 1 warrant (Share) (Baht) (Baht) (Unit) The Directors and employees of the and its subsidiary No. 2 Directors and employees of the and its subsidiary No December November February January January November ,283,000 (1) - - (2,364,000) ,662, ,042,580 24,919,000 10,783,487 (1) ,783,487 Total issue by the 38,066, (2,364,000) 2,662,600 7,042,580 35,702,487 (1) Warrants were issued at no cost. At the extraordinary general meeting of the shareholders of the held on 6 March 2009, the shareholders passed a resolution to approve as follows: a) The revocation of the issuance of the s warrants on ordinary shares for the purpose of allotting to the directors and/or employees of the and/or its subsidiaries and/or holding agent No. 4 (MINT-ESOP 4), in the total amount of 20,000,000 Units. b) The issuance of the s warrants on ordinary shares for the purpose of allotting to the directors and/or employees of the company and/or its subsidiaries and/or holding agent No. 5 (MINT-ESOP 5), in the total amount of 60,000,000 Units. c) The issuance and allotment of the s 5,411,632 units of warrants on ordinary shares to the holders of warrants on ordinary shares of MINOR, so as to support the tender offer to purchase all of the securities of MINOR. 32

21 14 Earnings per share for profit attributable to the equity holders of the parent Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the parent for the period by the weighted average number of paid-up ordinary shares in issue during the period. For the purpose of calculating diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The has warrants in issue (Note 13). A calculation is done to determine the number of shares that could have been acquired at market price (determined as the average share price of the s shares during the period) based on the outstanding warrants. The potential shares are added to the ordinary shares outstanding but no adjustment is made to net profit. For the calculation of the diluted earnings per share, the weighted average number of shares assuming conversion of all dilutive potential ordinary shares for the three-month period ended 31 March 2009 are 17,299,739 shares (as at 31 March 2008: 91,943,154 shares). and For the three-month periods ended 31 March Shares 000 Shares 000 Weighted average number of ordinary shares in issue 3,615,626 3,402,789 Adjusted for own shares held by a subsidiary (215,314) (215,314) Weighted average number of ordinary shares in issue, net 3,400,312 3,187,475 Effect of dilutive potential ordinary shares Warrants 17,300 91,943 Dilutive potential ordinary shares 17,300 91,943 Weighted average number of ordinary shares for diluted earnings 3,417,612 3,279,418 For the three-month For the three-month periods ended 31 March periods ended 31 March Net profit for the period (Baht 000) 400, ,013 87,703 58,455 Basic earnings per share (Baht) Diluted earnings per share (Baht)

22 15 Commitments The Group has commitments as at 31 March 2009 and 31 December 2008 as follows; Commitments in respect of construction contract and purchases of assets for land and real estates project for sales not yet recognised as liabilities; Baht Million Baht Million Commitments as at 31 March , Commitments as at 31 December , Guarantees The and the Group have given the following guarantees in the normal courses of business. 31 March 2009 Baht US$ Yuan Baht US$ Yuan Million Million Million Million Million Million Letters of guarantees issued by bank on behalf of the Group Guarantee given by the Group to financial institution to guarantee for credit facilities 1, December 2008 Baht US$ Yuan Baht US$ Yuan Million Million Million Million Million Million Letters of guarantees issued by bank on behalf of the Group Guarantee given by the Group to financial institution to guarantee for credit facilities 1, Dividends From the board of director meeting of on 14 January 2009, the board of directors passed the resolution to pay the interim dividend for the past performance as cash dividend in the amount of Baht 0.23 per share to existing shareholders, not exceeding Baht 835 million, on 11 February Dividends included dividend paid to a subsidiary amounted Baht million, which is accounted for by adding back to the retained earnings in consolidated and financial statements. 34

23 18 Business Restructuring Plan between the and Minor Corporation Public Limited At the extraordinary general meeting of the shareholders of the No. 1/2009 held on 6 March 2009, the shareholders passed a resolution to approve Business Restructuring Plan between the and Minor Corporation Public Limited ( MINOR ), which its major objective is to eliminate the cross shareholding structure and to ensure suitability and transparency of shareholding structure. The summary of Business Restructuring Plans are; 1. The will make a tender offer to purchase all of the securities of MINOR from its securities holders (excluding those MINOR shares held by MFG to avoid the cross shareholding that may happen after the tender offer), in accordance with Notification of the SEC No. GorJor. 6/2543 re: Rules Regarding an Offer for Sales of Newly Issued Securities simultaneously with a Tender Offer to Purchase Existing Securities of a Listed for the Purpose of Shareholding and Management Restructuring. The will issue no more than 511,154,008 capital-increase ordinary shares, with a par value of Baht 1 each, and no more than 5,411,632 units of warrants (MINT-W) on ordinary shares, with a maturity of 5 years and an exercise ratio of 1 unit of warrant per 1 ordinary share, at Baht 8.08 per share as consideration for the securities of MINOR as follows: 1.1 One MINOR ordinary share, with a par value of Baht 1 each, can be exchanged for 1.14 newly issued ordinary share of the, with a par value of Baht 1 each. 1.2 MINOR ESOP Warrant - One unit of MINOR ESOP Warrant No. 2 can be exchanged for 1.96 unit of MINT-W - One unit of MINOR ESOP Warrant No. 3 can be exchanged for 1.51 unit of MINT-W - One unit of MINOR ESOP Warrant No. 4 can be exchanged for 0.86 unit of MINT-W There is no cash alternative for this exchange. In the case where there is any fraction thereof, such fraction will be disregarded and the compensation thereof will not be made. 2. After the completion of tender offer, MINOR will get approval from SET to delist the securities of MINOR from the SET. 3. The will proceed with a specific capital reduction, which involves the reduction of the number of its ordinary shares held by certain shareholders as per the following details. This is to avoid the cross holding between the and MINOR and between the and MFG. 3.1 its 611,745,387 ordinary shares, with a par value of Baht 1 each, held by MINOR 3.2 its 59,621,887 ordinary shares, with a par value of Baht 1 each, held by MWL, which is MINOR s subsidiary with 100% of its shares held by MINOR. 3.3 its 215,313,429 ordinary shares, with a par value of Baht 1 each, held by MFG. The will return the relevant amounts of capital reduction to the shareholders subject to such capital reduction, based upon the par value of the shares, and the number of the shares, held by each of them. The expects that the specific capital reduction will be complete before the end of the tender offer period pursuant to the aforementioned Clause 1. Securities and Exchange Commission approves the Offer for Sales of Newly Issued Securities of the simultaneously with the Tender Offer to Purchase Existing Securities of MINOR on 7 May Subsequent event On 29 April 2009, the has entered into secured 7 years long-term loan facilities from two domestic financial institutions in total of Baht 4,000 million with the purpose to refinance outstanding debentures and long-term borrowings which are due in 2009 and

24 MINOR INTERNATIONAL PUBLIC COMPANY LIMITED INTERIM CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS (UNAUDITED) 31 MARCH 2009