บร ษ ท อาร ซ แอล จ าก ด (มหาชน) Regional Container Lines Public Company Limited

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1 บร ษ ท อาร ซ แอล จ าก ด (มหาชน) Regional Container Lines Public Company Limited Regional Container Lines Public Company Limited net earnings as at December 31, 2002 stood at THB1,226 million and which was a significant improvement compared to a net loss of THB297 million recorded for the year The improvement was mainly contributed by the gain on exchange, a lesser impairment charge to the Group s fixed asset and cost reduction achieved all round in the year The Group had recorded an exchange gain of THB612 million of its US$ denominated debt in year 2002 versus an exchange loss of THB804 million in The loss on impairment of the Group s property asset in 2002 was THB203 million and which is THB180 million lower than previous year. The Group s turnover for the fourth quarter before gain on exchange was marginally down 1% at THB3.19 billion compared to THB3.22 billion for the same quarter last year. The reduction in turnover was due to the weakening of US$ against the regional currencies as the Group income is US$ based. The turnover before gain on exchange for year 2002 stood at THB12.47 billion and which was 8% lower than the year 2001 at THB13.52 billion. The reduction was partly due to the freight rate erosion being carried forward from second half of 2001 and partly due to the weakening US$ against the regional currency. The Group has also recorded lower operating expenses for the year Cost of freight and operations in year 2002 was down by 7% at THB9.58 billion. The savings were mainly due to productivity improvement and cost reduction in all level. Together with lower interest and administrative expenses, the Group s total expenses before exchange impact was THB11.27 billion and which is 8% down compared to THB12.19 billion in year Regional Container Lines Group 26 February 2003

2 Earnings Statement in Baht all figures base on financial statements reported to SET Yearend Yearend Yearend Yearend Yearend (million baht) Freight income 10, , , , ,366.8 Total revenues 10, , , , ,468.9 Cost of freight and operations 8, , , , ,185.5 Gross profit 2, , , , ,283.4 Administrative expenses EBIT 1, , , , ,403.9 Depreciation Amortization Loss (gain) on disposal of fixed assets 9.9 (24.9) 75.2 (1.7) 43.6 EBITDA 2, , , , ,088.6 Interest expense Earnings before tax, Fx and Impairment , Taxes paid Net earning before realized Fx and Impairment , Foreign exchage gain (loss) (229.3) (73.4) (479.0) (804.4) : Unrealized Fx gain (loss) (210.4) (123.4) (388.5) (729.4) : Realized Fx gain (loss) (18.9) 50.0 (90.5) (75.0) Net earnings after realized Fx gain (loss) but before Impairment costs Loss on impairment of assets , Minority interest (3.0) (2.0) Net profit (459.3) (297.6) 1,226.6 EXCHANGE RATE : AVERAGE RATE FOR EARNING STATEMENTS THB : 1 USD THB : 1 SGD SGD : 1 USD Remark : Administrative expenses in 2002 include loan restructuring cost of Bht 40.9 milion. Regional Container Lines

3 REGIONAL CONTAINER LINES GROUP (million) (million) Net Book Value Market Impairment Exchange Impairment Net Book Value Market Impairment Exchange Impairment Value gain (loss) rate gain (loss) Value gain (loss) rate gain (loss) as at 31/12/2000 S$ S$ S$ Baht: S$ Baht HK$ HK$ HK$ Baht: HK$ Baht Singapore Property (33.76) (790.01) Hong Kong Property (42.68) (221.65) 2000 Loss on impairment 1, million baht as at 31/12/2001 S$ S$ S$ Baht: S$ Baht HK$ HK$ HK$ Baht: HK$ Baht Singapore Property (15.07) (373.50) Hong Kong Property (1.72) (9.83) 2001 Loss on impairment million baht as at 31/12/2002 S$ S$ S$ Baht: S$ Baht HK$ HK$ HK$ Baht: HK$ Baht Singapore Property (7.63) (183.68) Hong Kong Property (3.53) (19.46) 2002 Loss on impairment million baht

4 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES REPORT AND FINANCIAL STATEMENTS 31 DECEMBER 2002

5 Report of Independent Auditor To The Board of Directors and Shareholders of Regional Container Lines Public Company Limited I have audited the consolidated balance sheet of Regional Container Lines Public Company Limited and its subsidiaries as at 31 December 2002 and the related statements of earnings, changes in shareholders equity, and cash flows for the year then ended, and the separate financial statements of Regional Container Lines Public Company Limited. These financial statements are the responsibility of the management of the Company and its subsidiaries as to their correctness and the completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audits. The consolidated financial statements of Regional Container Lines Public Company Limited and its subsidiaries and the separate financial statements of Regional Container Lines Public Company Limited for the year ended 31 December 2001 were audited by another auditor of our firm, who expressed an unqualified opinion on those statements under his report dated 18 February I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about 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. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Regional Container Lines Public Company Limited and its subsidiaries and of Regional Container Lines Public Company Limited as at 31 December 2002 and the results of their operations and cash flows for the year then ended in accordance with generally accepted accounting principles. Vissuta Jariyathanakorn Certified Public Accountant (Thailand) No Ernst & Young Office Limited Bangkok : 14 February

6 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS AS AT 31 DECEMBER 2002 AND 2001 (Unit : Baht) CONSOLIDATED THE COMPANY ONLY Note ASSETS Current assets Cash and cash equivalents 1,487,595, ,532, ,234,753 67,374,910 Trade accounts receivable 1,866,757,839 2,093,032,681-54,726 Less : allowance for doubtful debts (25,487,721) (40,761,056) - - Trade accounts receivable, net 5 1,841,270,118 2,052,271,625-54,726 Trade accounts receivable - related parties5,11-12,343,863 2,159,445,605 2,126,719,278 Material supplies 124,400,939 93,929,873 5,479,122 4,470,858 Other current assets 160,381, ,912,919 39,571,270 38,858,856 Total current assets 3,613,647,944 3,145,990,428 2,469,730,750 2,237,478,628 Non-current assets Property investments held for long-term inv 6 2,215,600 3,974, Investments accounted for under equity me 7 97,870,835 98,508,271 1,553,723, ,429,788 Other long-term investments 33,803,139 35,838, Property and premises, net 8 2,498,140,327 2,620,159,321 24,743,597 27,014,169 Vessels and equipment, net 8 12,116,186,489 12,482,569,839 5,092,664,201 5,207,276,523 Other non-current assets 3,668,625 34,693,362 1,489,294 30,661,999 Total non-current assets 14,751,885,015 15,275,743,204 6,672,620,672 5,676,382,479 TOTAL ASSETS 18,365,532,959 18,421,733,632 9,142,351,422 7,913,861,107 The accompanying notes are an integral part of the financial statements.

7 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS (Continued) AS AT 31 DECEMBER 2002 AND 2001 (Unit : Baht) CONSOLIDATED THE COMPANY ONLY Note LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Promissory notes 9 1,000,000,000-1,000,000,000 - Trade accounts payable 1,183,890,354 1,433,518,447-1,460,015 Trade accounts payable - related parties 11-10,433,683 31,046, ,571,936 Current portion of finance lease creditors 162,882, ,762, Current portion of long-term loans 10 1,150,750,986 1,718,319, ,642, ,844,514 Corporate income tax payable 5,068,241 7,726, ,769 Other current liabilities 180,675, ,027,388 53,327,907 49,129,626 Total current liabilities 3,683,268,273 3,497,788,328 1,283,017, ,843,860 Non-current liabilities Finance lease creditors, net of current portion 301,732, ,204, Long-term loans, net of current portion 10 7,066,579,183 8,376,011, ,592,243 1,031,695,119 Debentures 12 1,000,000,000 1,000,000,000 1,000,000,000 1,000,000,000 Total non-current liabilities 8,368,311,822 9,852,215,694 1,571,592,243 2,031,695,119 Total liabilities 12,051,580,095 13,350,004,022 2,854,609,439 2,870,538,979 Shareholders' equity Share capital Registered 66,300,000 ordinary shares of Baht 10 each 663,000, ,000, ,000, ,000,000 Issued and paid-up 66,300,000 ordinary shares of Baht (2001 : 63,666,287 ordinary shares of Baht 1 663,000, ,662, ,000, ,662,870 Share premium 3,073,190,443 2,986,277,914 3,073,190,443 2,986,277,914 Translation adjustment 785,659, ,462, ,659, ,462,035 Retained earnings Appropriated - statutory reserve 14 66,300,000 63,666,287 66,300,000 63,666,287 Unappropriated 1,699,591, ,253,022 1,699,591, ,253,022 Equity attributable to Company's shareholders 6,287,741,983 5,043,322,128 6,287,741,983 5,043,322,128 Minority interest - equity attributable to minority shareholders' of subsidiaries 26,210,881 28,407, Total shareholders' equity 6,313,952,864 5,071,729,610 6,287,741,983 5,043,322,128 TOTAL LIABILITIES AND SHAREHOLDERS' EQUIT 18,365,532,959 18,421,733,632 9,142,351,422 7,913,861,107 The accompanying notes are an integral part of the financial statements.

8 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES EARNINGS STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2002 AND 2001 (Unit : Baht) CONSOLIDATED THE COMPANY ONLY Note Revenues Freight income 12,366,846,317 13,415,652, ,611,653 1,766,526,237 Other income 76,720,411 97,234,570 7,085,824 7,019,352 Gain on exchange 611,927, ,149,666 - Share of profit from investments accounted for under equity method - subsidiaries - - 1,076,386,935 - Share of profit from investments accounted for under equity method - associated companies 25,312,161 10,709,089 25,312,161 10,709,089 Total revenues 13,080,806,341 13,523,596,121 2,048,546,239 1,784,254,678 Expenses Cost of freight and operations 10,185,456,927 10,982,046, ,130,657 1,179,306,638 Administrative expenses 826,342, ,616,172 87,715,032 83,408,184 Loss on impairment of assets 203,140, ,331, Loss on disposal of vessel 48,864, Loss on exchange - 804,406,129-27,024,742 Directors' remuneration 17 4,300,000 4,300,000 4,300,000 4,300,000 Share of losses from investments accounted for under equity method - subsidiaries ,492,106 Total expenses 11,268,105,049 12,996,700, ,145,689 1,917,531,670 Earnings (loss) before interest and income tax expen 1,812,701, ,895,716 1,373,400,550 (133,276,992) Interest expenses (581,753,194) (818,977,413) (146,477,620) (162,244,221) Corporate income tax 18 (6,386,403) (8,570,879) (350,631) (2,089,097) Earnings (loss) after income tax 1,224,561,695 (300,652,576) 1,226,572,299 (297,610,310) Net loss - minority interest 2,010,604 3,042, Net earnings (loss) 1,226,572,299 (297,610,310) 1,226,572,299 (297,610,310) Basic earnings per share Net earnings (loss) (4.67) (4.67) Weighted average number of shares (shares) 65,571,219 63,666,287 65,571,219 63,666,287 The accompanying notes are an integral part of the financial statements.

9 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED 31 DECEMBER 2002 AND 2001 (Unit : Baht) CONSOLIDATED Issued and paid-up Translation Retained earnings Minority interest Note share capital Share premium adjustment Statutory reserve Unappropriated of subsidiaries Total Balance - beginning of the year ,662,870 2,986,277, ,059,032 63,666, ,863,332 31,245,248 5,383,774,683 Translation adjustment - - (11,596,997) (11,596,997) Net loss for the year (297,610,310) - (297,610,310) Decrease in minority interest (2,837,766) (2,837,766) Balance - end of the year ,662,870 2,986,277, ,462,035 63,666, ,253,022 28,407,482 5,071,729,610 Ordinary share increase 13 26,337,130 86,912, ,249,659 Translation adjustment ,197, ,197,897 Net earnings for the year ,226,572,299-1,226,572,299 Statutory reserve ,633,713 (2,633,713) - - Dividend paid (132,600,000) - (132,600,000) Decrease in minority interest (2,196,601) (2,196,601) Balance - end of the year ,000,000 3,073,190, ,659,932 66,300,000 1,699,591,608 26,210,881 6,313,952,864 The accompanying notes are an integral part of the financial statements.

10 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED 31 DECEMBER 2002 AND 2001 (Unit : Baht) THE COMPANY ONLY Issued and paid-up Translation Retained earnings Note share capital Share premium adjustment Statutory reserve Unappropriated Total Balance - beginning of the year ,662,870 2,986,277, ,059,032 63,666, ,863,332 5,352,529,435 Translation adjustment - - (11,596,997) - - (11,596,997) Net loss for the year (297,610,310) (297,610,310) Balance - end of the year ,662,870 2,986,277, ,462,035 63,666, ,253,022 5,043,322,128 Ordinary share increase 13 26,337,130 86,912, ,249,659 Translation adjustment ,197, ,197,897 Net earnings for the year ,226,572,299 1,226,572,299 Statutory reserve ,633,713 (2,633,713) - Dividend paid (132,600,000) (132,600,000) Balance - end of the year ,000,000 3,073,190, ,659,932 66,300,000 1,699,591,608 6,287,741,983 The accompanying notes are an integral part of the financial statements.

11 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER 2002 AND 2001 (Unit : Baht) CONSOLIDATED THE COMPANY ONLY Cash flows from operating activities Net earnings (loss) 1,226,572,299 (297,610,310) 1,226,572,299 (297,610,310) Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities :- Depreciation 641,054, ,683, ,729, ,186,202 Share of loss (profit) from investments accounted for under equity method - subsidiaries - - (1,076,386,935) 623,492,106 Share of profit from investments accounted for under equity method - associated companies (25,312,161) (10,709,089) (25,312,161) (10,709,089) Loss on impairment of assets 203,140, ,331, Loss on disposal of vessel 48,864, Decrease in allowance for doubtful debts (15,273,335) (2,374,775) - - Amortisation of excess of cost of investments over net book value of the subsidiaries - 15,210, Unrealised exchange loss (gain) (506,049,583) 729,449,106 1,916,210 24,937,868 Minority interest (2,010,604) (3,042,266) - - 1,570,986,319 1,570,938, ,518, ,296,777 Operating assets (increase) decrease Trade accounts receivable 214,647,816 46,503,153 54, ,942,414 Trade accounts receivable - related parties 12,343,863 1,940,295 (47,412,587) (780,697,621) Material supplies (30,471,066) 12,790,182 (1,008,264) 10,051,371 Other current assets (30,468,422) 202,700,521 (712,414) (17,268,222) Other non-current assets 31,026,375 (8,621,110) 29,174,343 (4,590,046) Operating liabilities increase (decrease) Trade accounts payable (249,628,093) (403,626,155) (1,460,015) (58,700,263) Trade accounts payable - related parties (10,433,683) (69,138,813) (266,349,384) 167,491,984 Corporate income tax payable (2,658,515) (10,999,280) (837,769) 179,849 Other current liabilities 36,462,422 (72,526,146) 4,198,282 (12,955,343) Net cash flows provided by operating activitie 1,541,807,016 1,269,961,598 88,165, ,750,900 The accompanying notes are an integral part of the financial statements.

12 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2002 AND 2001 (Unit : Baht) CONSOLIDATED THE COMPANY ONLY Cash flows from investing activities Decrease (increase) in property, premises, vessel (404,657,359) 53,028,353 (128,846,310) (4,934,484) Decrease in current investment - 40,718,000-40,718,000 Increase in investments accounted for under equit - - (10,396,800) (44,488,317) Dividend received from associated company 7,000,000 7,000,000 7,000,000 7,000,000 Decrease in other long-term investments 2,034,882 1,414, Translation adjustment 57,906,284 (6,294,834) - - Net cash provided by (used in) investing activitie (337,716,193) 95,865,941 (132,243,110) (1,704,801) Cash flows from financing activities Decrease in short-term loans from financial institut - (65,166,030) - - Issuance of promissory notes 1,000,000,000-1,000,000,000 - Increase (decrease) in finance lease creditors (165,505,037) 203,607, Decrease in long-term loans (1,389,172,047) (1,875,017,227) (738,712,241) (276,989,670) Cash received from capital increase 113,249, ,249,659 - Dividend paid (132,600,000) - (132,600,000) - Net cash provided by (used in) financing activitie (574,027,425) (1,736,575,664) 241,937,418 (276,989,670) Net increase (decrease) in cash and cash equivalents 630,063,398 (370,748,125) 197,859,843 (170,943,571) Cash and cash equivalents at beginning of year 857,532,148 1,228,280,273 67,374, ,318,481 Cash and cash equivalents at end of year 1,487,595, ,532, ,234,753 67,374,910 Supplemental cash flows information :- Cash paid during the year for :- Interest expenses 422,327, ,705, ,147, ,274,538 Corporate income tax 3,232,359 7,292, ,769 1,394,660 Non-cash transactions :- Transfer of property investments held for long-term investment to property and permises accounts - 2,963,709, The accompanying notes are an integral part of the financial statements.

13 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS 31 DECEMBER 2002 AND GENERAL INFORMATION 1.1 Regional Container Lines Public Company Limited was incorporated as a public limited company under Thai laws. The Company operates its business in Thailand and other countries in South China Sea and its principal activity is in the business of international vessel operations. 1.2 Although economic crisis of Thailand and countries in South East Asia region, which occurred in mid 1997, has eased to a certain extent, its remaining adverse effects are expected to continue to impact on business environment. However, the accompanying financial statements have been prepared on the going concern basis assuming that the realisation of assets and settlement of liabilities and obligations will occur in the ordinary course of business of the Company and its subsidiaries. 2. BASIS OF CONSOLIDATION 2.1 The consolidated financial statements include the financial statements of Regional Container Lines Public Company Limited (hereinafter called "the Company") and the following subsidiaries :- Place of Name Type of business incorporation Percentage owned Subsidiaries operating in Thailand a) Asian Bulk Shipping Co., Ltd. Ship operating Thailand 51% owned by the Company b) RCL Logistics Co., Ltd. Logistics services Thailand 100% owned by the Company Group of subsidiaries operating in Singapore c) RCL Investment Pte. Ltd. Holding company Singapore 100% owned by the Company d) Regional Container Line Pte. Ltd. Ship owning and Singapore 85% owned by the Company and its subsidiaries, operating and 15% owned by RCL Regional Consolidation Systems Pte. Ltd. (80% owned) and Point-To- Point Regional Pte Ltd. (80% owned) (The two subsidiaries are in the process of liquidation) Investment Pte. Ltd

14 Place of Name Type of business incorporation Percentage owned e) RCL Feeder Pte Ltd. and its subsidiaries, Cargo consolidation Singapore 98% owned by the Company RCL Australia Pty Ltd. (69% owned), and operating and 2% owned by Regional RCL Cambodia Co., Ltd. (100% owned) and RCL Agencies (M) Sdn Bhd. (100% owned) Container Line Pte. Ltd. f) RCL Services SA Ship operating Panama 51% owned by RCL Investment Pte Ltd. and 49% owned by the Company g) RCL Holdings Ltd. Ship owning and Singapore 51% owned by RCL Investment operating Pte Ltd. and 49% owned by the Company h) RCL Ship Management Pte. Ltd. Ship management Singapore 51% owned by RCL Investment Pte Ltd. and 49% owned by the Company Group of subsidiaries operating in Hong Ko i) Regional Container Lines (H.K.) Ltd. Holding company, Hong Kong 100% owned by the Company shipping agent and broker j) Euro-Asia Line (H.K.) Ltd. Shipping agent and Hong Kong 100% owned by Regional broker Container Lines (H.K.) Ltd. k) Regional Freighters Ltd. Transport agent and Hong Kong 100% owned by Regional related operations l) Regional Shipping Lines S.A. Shipping management consultant Panama Container Lines (H.K.) Ltd. 100% owned by Regional Container Lines (H.K.) Ltd. m) RCL (Xiamen) Ltd. Ship owning and Hong Kong 75% owned by Regional operating Container Lines (H.K.) Ltd. Subsidiaries operating in the People s Republic of China n) Regional Container Lines Shipping Co., Ltd. Shipping agent and The People s 100% owned by the Company broker Republic of China 2.2 The consolidated financial statements for the year ended 31 December 2002 include the financial statements of a subsidiary operating in the People s Republic of China, which commenced its operations during year These financial statements were audited by another audit firm. Total assets of the subsidiary included at 31 December 2002 amounted to Baht 75 million (2001 : Baht 51 million), and total revenues for the year then ended amounted to Baht 50 million (2001 : Baht 53 million)

15 2.3 Outstanding balances and transactions between the Company and its subsidiaries have been eliminated from the consolidated financial statements. The cost of the investments of the Company in the subsidiaries exceeded their net book value at the acquisition date. The excess has been shown as an asset under the heading of Excess of cost of investments over net book value of the subsidiaries and is being amortised over a period of 10 years. 2.4 The financial statements of the overseas subsidiaries are translated into Thai Baht at the average closing exchange rate as to assets and liabilities, and at the average exchange rate for revenues and expenses. The resultant difference has been shown under the caption of Translation adjustment in shareholders equity. 2.5 No Thai income tax has been accrued for undistributed earnings of the overseas subsidiaries, since the earnings are intended to be retained by those subsidiaries for long-term reinvestment purposes. 3. CHANGE IN ACCOUNTING ESTIMATE During 2002, a Singaporean subsidiary revised the estimated useful life of its containers from 6 years to 10 years to reflect a more realistic period over which the containers are expected to be used by the subsidiary. The change had the effect of increasing consolidated earnings for the year 2002 by Baht 79 million. 4. SIGNIFICANT ACCOUNTING POLICIES These financial statements have been prepared in accordance with accounting standards pronounced by the Institute of Certified Accountants and Auditors of Thailand and with the Accounting Act B.E Significant accounting policies adopted by the Company and its subsidiaries are summarised below :- 4.1 Revenues Freight income is recognised when services have been rendered. 4.2 Cash and cash equivalents Cash and cash equivalents included cash in hand and at financial institutions with an original maturity of 3 months or less and free from restriction

16 4.3 Allowance for doubtful debts The Company and its subsidiaries provide a general allowance for doubtful debts for their outstanding receivables. 4.4 Material supplies Material supplies are valued at cost, on a first-in, first-out basis. 4.5 Property, premises, vessels and equipment/depreciation and amortisation The Company and its subsidiaries initially recorded property, premises, vessels, and equipment at their cost at the acquisition date. Revaluation of these assets is to be made with sufficient regularity to ensure that their carrying amount does not differ materially from their fair value at the balance sheet date. When an asset s carrying amount is decreased as a result of the revaluation, the decrease is recognised as an expense in the earnings statement. Depreciation of fixed assets is calculated by reference to their cost/revalued value (after deducting residual value in the case of vessels acquired since 1993) on a straight-line basis over the following estimated useful lives of assets. Vessels 5-20 years Condominiums and building leaseholds 20, 50 years Other fixed assets 3-10 years Long-term land leaseholds and The term of the lease leasehold improvements No depreciation is provided for land and vessels under construction. Assets of the overseas subsidiaries costing less than Baht 7,500 each are expended in the earnings statement in the year of acquisition. Major repair and maintenance expenses are amortised on a straight-line basis over periods of 2-3 years. 4.6 Investments accounted for under equity method Investments in subsidiary and associated companies are valued under the equity method

17 4.7 Other long-term investments Other long-term investments are stated at cost. Provision for loss is set aside only for any permanent diminution in the value of the investments. 4.8 Foreign currencies Foreign currency transactions during the year are translated into Baht at the rates ruling on the transaction dates. Monetary assets and liabilities in foreign currency outstanding on the balance sheet date are translated into Baht at the rates ruling on the balance sheet date, with the exception of those covered by forward exchange contracts which are translated at the contracted rates. Exchange gains and losses are included in determining earnings. Premiums on forward exchange contracts have been charged to expenses over the contract periods. 4.9 Property investments held for long-term investment Property investments held for long-term investment are stated at cost less accumulated depreciation. Provision for diminution in value is to be set aside if there is a permanent diminution in the value of the investments Use of accounting estimates Preparation of financial statements in conformity with generally accepted accounting principles in certain circumstances requires management to make estimates and assumptions, such as estimates of useful life of assets and of provision for doubtful accounts, that affect amounts reported in the accompanying financial statements and notes thereto. Actual results could differ from these estimates Basic earnings per share Basic earnings (loss) per share is calculated by dividing net earnings (loss) for the year by the weighted average number of ordinary shares in issue during the year

18 5. TRADE ACCOUNTS RECEIVABLE/TRADE ACCOUNTS RECEIVABLE - RELATED PARTIES The balances of trade accounts receivable as at 31 December 2002 and 2001, are classified by aging as follows :- (Unit : Thousand Baht) CONSOLIDATED THE COMPANY ONLY Under 90 days 1,849,145 2,046, days 13,288 25, days 2,912 12, Over 365 days 1,413 8, Total 1,866,758 2,093, Less : Allowance for doubtful debts (25,488) (40,761) - - Net 1,841,270 2,052, A part of the trade accounts receivable of subsidiaries as at 31 December 2002 and 2001 have been pledged to secure credit facilities granted by banks. The balances of trade accounts receivable - related parties as at 31 December 2002 and 2001, are classified by aging as follows :- (Unit : Thousand Baht) CONSOLIDATED THE COMPANY ONLY Under 90 days , , days , , days , ,237 Over 365 days - - 1,332,090 1,240, ,159,446 2,126,719 Trade accounts receivable - related parties of overseas subsidiaries - 12, Total - 12,344 2,159,446 2,126, PROPERTY INVESTMENTS HELD FOR LONG-TERM INVESTMENT In 2001, the Singaporean subsidiaries reclassified the property held for investment as fixed assets for use in their operations. The property has been mortgaged to secure credit facilities of the subsidiaries

19 7. INVESTMENTS ACCOUNTED FOR UNDER EQUITY METHOD The Company Only (Unit : Million Baht) Percentage directly Share capital issued owned by the Investment Company s name and fully paid Company Cost method Equity method Percent Percent Investments in subsidiaries Subsidiaries operating in Thailand a) Asian Bulk Shipping Co., Ltd. Baht 25 Million Baht 25 Million b) RCL Logistics Co., Ltd. Baht 1 Million Baht 1 Million Subsidiaries operating in Singapore c) RCL Investment Pte. Ltd. S$ 10 S$ 10 Million Million (1,378) (1,399) d) Regional Container Lines Pte Ltd. S$ 42.5 S$ 42.5 Million Million ,173 1,173 2,826 2,437 e) RCL Feeder Pte Ltd. S$ 20.5 S$ 20.5 Million Million (312) (1,030) f) RCL Service SA USD 10,000 USD 10, g) RCL Holdings Ltd. S$ 0.3 S$ 0.3 Million Million h) RCL Ship Management Pte. Ltd. S$ 0.3 S$ 0.3 Million Million Subsidiaries operating in Hong Kong i) Regional Container Lines (H.K.) Ltd. HK$ 4 HK$ 4 Million Million Subsidiary operating in the People s Republic of China j) Regional Container Lines Shipping USD 1.24 USD 1 Co., Ltd. Million Million Total investments in subsidiaries 2,112 2,102 1, Investment in associated company Associated company operating in Thail k) TIPS Co., Ltd. Baht 100 Baht 100 (Port operating) Million Million Total investment in associated company Total investments accounted for under equity method 2,132 2,122 1,

20 The accumulated share of the profit of the associated company, as at 31 December 2002 and 2001, is calculated based on the financial statements of the associated company, which are unaudited by that company s auditor. CONSOLIDATED (Unit : Thousand Baht) The Company s investment in associated company 88,570 70,257 The subsidiaries investment in associated company 9,301 28,251 Total investments accounted for under equity method 97,871 98,508 During October 2002, the Company invested an additional Baht 10 million in Regional Container Lines Shipping Co., Ltd., which operates in the People s Republic of China. The Company owns all shares in that company. 8. PROPERTY, PREMISES, VESSELS AND EQUIPMENT PROPERTY AND PREMISES (Unit : Baht) Office Office Office Improvement building in building in building in of building in Bangkok Singapore Hong Kong Hong Kong Total Cost 31 December ,746,387 3,885,003, ,590,906 14,129,502 4,298,470,352 Purchase - 15, ,895 Translation adjustment - 155,576,169 (8,637,839) (345,169) 146,593, December ,746,387 4,040,595, ,953,067 13,784,333 4,445,079,408 Accumulated depreciation 31 December ,732, ,695,565 35,717,065 13,883, ,027,881 Depreciation for the year 2,270,572 9,269, , ,235 12,627,916 Translation adjustment - 8,657,238 (868,607) (338,119) 7,450, December ,002, ,622,368 35,710,002 13,771, ,106,

21 (Unit : Baht) Office Office Office Improvement building in building in building in of building in Bangkok Singapore Hong Kong Hong Kong Total Provision for impairment loss 31 December ,167,439, ,843,881-1,401,283,150 Impairment loss for the year - 183,680,133 19,460, ,140,618 Translation adjustment - 52,694,668 (7,285,664) - 45,409, December ,403,814, ,018,702-1,649,832,772 Net book value 31 December ,014,169 2,508,868,723 84,029, ,469 2,620,159, December ,743,597 2,410,159,183 63,224,363 13,184 2,498,140,327 The subsidiaries have mortgaged the above properties to secure credit facilities. VESSELS AND EQUIPMENT CONSOLIDATED (Unit : Baht) Office furniture, fixtures and Motor Vessels Containers equipment vehicles Total Cost 31 December ,709,762,857 1,506,331, ,501,874 25,249,170 16,399,844,948 Acquisitions 102,564,446 54,400,099 9,887,999 7,487, ,339,982 Disposals (551,240,679) (28,125,883) (7,797,280) (3,983,724) (591,147,566) Translation adjustment 323,045,114 61,171,595 3,810, , ,469, December ,584,131,738 1,593,776, ,402,941 29,195,815 16,371,507,352 Accumulated depreciation 31 December ,930,800, ,420, ,642,859 14,411,079 3,917,275,109 Depreciation for the year 527,456,306 80,687,971 16,502,926 3,779, ,426,620 Depreciation for disposals (369,901,420) (27,971,336) (4,432,379) (901,286) (403,206,421) Translation adjustment 73,140,163 35,721,252 3,588, , ,825, December ,161,495, ,858, ,301,454 17,665,302 4,255,320,

22 (Unit : Baht) Office furniture, fixtures and Motor Vessels Containers equipment vehicles Total Net book value 31 December ,778,962, ,910,206 35,859,015 10,838,091 12,482,569, December ,422,636, ,918,130 26,101,487 11,530,513 12,116,186,489 Depreciation of property, premises, vessels and equipment for the year ,683, ,054,536 Containers with net book values amounting to approximately Baht 602 million as at 31 December 2002 (2001 : Baht 657 million) were acquired under finance lease agreements. The Company and subsidiaries have mortgaged most of their vessels to secure credit facilities granted to the Group. VESSELS AND EQUIPMENT THE COMPANY ONLY (Unit : Baht) Office furniture, fixtures Motor Vessels and equipment vehicles Total Cost 31 December 2001 Acquisitions Disposals 31 December 2002 Accumulated depreciation 31 December 2001 Depreciation for the year Depreciation for disposals 31 December ,260,057,146 21,727,571 11,119,500 6,292,904, ,915,518 1,167, , ,914,751 - (445,362) (3,348,000) (3,793,362) 6,389,972,664 22,449,442 8,603,500 6,421,025,606 1,063,571,659 14,074,769 7,981,266 1,085,627, ,797,172 2,403, , ,458,632 - (312,688) (412,233) (724,921) 1,304,368,831 16,165,609 7,826,965 1,328,361,

23 (Unit : Baht) Office furniture, fixtures Motor Vessels and equipment vehicles Total Net book value 31 December December ,196,485,487 7,652,802 3,138,234 5,207,276,523 5,085,603,833 6,283, ,535 5,092,664,201 Depreciation of property, premises, vessels and equipment for the year ,186, ,729, PROMISSORY NOTES During 2002, the Company issued Baht 1,000 million of negotiable one-year promissory notes, bearing interest at rate of 4.5 percent per annum, payable quarterly. 10. LONG-TERM LOANS (Unit : Thousand Baht) Consolidated The Company Only Loans of the Company : 1) USD 12.1 million, equivalent to Yen 1,385 million with a maturity period of 6 years, and interest rate at LIBOR (Yen) + 1.1% p.a., interest and principal payable semi-annually until the year , ,640 2) USD 11 million loans (2001 : USD 13 million) with a maturity period of 10 years, and interest rate in the range of LIBOR % to + 2% p.a., repayable semi-annually until the year , , , ,486 3) USD 1.7 million loan (2001 : USD 2.4 million) with a maturity period of 7 years, and interest at LIBOR + 2% p.a., repayable quarterly until the year , ,319 73, ,319 4) Baht 66.9 million loan (2001 : Baht 93.7 million) with a maturity period of 7 years, and interest at 5% p.a., repayable quarterly until the year ,922 93,692 66,922 93,

24 (Unit : Thousand Baht) Consolidated The Company Only ) Baht 76.4 million loan (2001 : Baht million) with a maturity period of 7 years, interest at 5% p.a., repayable quarterly until the year , ,202 76, ,202 6) USD 1.8 million loan (2001 : Baht million) with a maturity period of 7 years, interest at LIBOR + 2.5% p.a., repayable quarterly until the year , ,201 77, ,201 Loans of the Singaporean subsidiaries : 7) USD 17.6 million loan repayable semi-annually until the year , ) USD 41 million loan repayable semi-annually until the year ,815, ) USD 20.8 million loans repayable semi-annually until the year , ) USD 19.8 million loans repayable semi-annually until the year , ) USD 16.1 million loan repayable quarterly until the year , ) USD 14.4 million loan repayable semi-annually until the year , ) USD 23.3 million loans repayable quarterly until the year ,032, ) USD 4.6 million loan repayable within , ) USD 19.6 million loans repayable semi-annually until the year , ) USD 7.8 million loan repayable semi-annually until the year , ) USD 8.7 million loan repayable semi-annually until the year , ) USD million loan repayable quarterly until the year ,032, ) USD 53.6 million loan repayable semi-annually until the year ,315, ) USD 13 million loan repayable quarterly until the year , ) USD million loan repayable semi-annually until the year , Total 8,217,330 10,094, ,234 1,521,540 Less : Current portion (1,150,751) (1,718,319) (198,642) (489,845) Long-term loans, net of current portion 7,066,579 8,376, ,592 1,031,

25 These loans have been secured by the mortgage of most of the vessels of the Company and the subsidiaries, the property of the subsidiaries, and the guarantee of the Company. The loans of subsidiaries in Singapore bear interest rates at based on LIBOR or SIBOR. During 2002, the Company refinanced a Baht 97.3 million loan with an interest rate of 8.5% per annum with a loan of USD 2.27 million on which interest is charged at a rate of LIBOR + 2.5% per annum. During 2002, the group of subsidiary companies in Singapore entered into agreements to restructure all loan debt (as described in 7) to 17)) with financial institution lenders by means of extending the loan payment periods, amending the repayment schedules and changing the interest rates. The balances of the new loans as at 31 December 2002 are detailed in 18) to 21). Under the amended loan agreements, certain covenants and restrictions are stipulated pertaining to, among other things, the maintenance of financial ratios and shareholding structure. In 1999, a subsidiary in Singapore entered into cross currency US dollar to Thai Baht interest swap agreements, for interest on loans amounting to USD 25 million, converting a % per annum US dollar interest rate to a 9.125% per annum Thai Baht interest rate. The agreements will be due in Furthermore, as at 31 December 2002 a subsidiary has period by period knock out swap and interest rate swap agreements for loans amounting to USD 62.5 million (2001 : USD 104 million), in order to exchange fixed interest rates of % per annum (2001 : % per annum) to an interest rate of LIBOR per annum, which is in the range of % per annum (2001 : % per annum). In 2001 the Company has entered into various forward foreign exchange contracts and currency option purchase contracts in order to reduce the foreign currency risk on loans and interest. Under the contracts, the Company has net positions to purchase USD 2 million at pre-determined exchange rates of between Baht and Baht per USD 1. As at 31 December 2002, the Company has no outstanding forward foreign exchange contracts and currency option purchase contracts

26 11. RELATED PARTY TRANSACTIONS a) The Company and its subsidiaries have business dealings with their customers through regional shipping agents (third parties and related companies) of which a substantial part is through their related companies. Such transactions have been determined in the ordinary course of business. b) In addition to the matter discussed in a), during the years, the Company had other significant business transactions with its subsidiary, associated and related companies (related by way of shareholding or common shareholders and/or common directors). Such transactions, which have been concluded on the terms and basis as determined between the Company and those companies, are charged for a prices approximating market prices, except for charter hire fees, which are determined at cost plus a margin or at prices comparable to cost. The transactions are summarized below :- (Unit : Million Baht) For the years ended 31 December CONSOLIDATED THE COMPANY ONLY Transactions with subsidiaries : Freight income Container pooling expenses Transactions with related parties : Commission expenses The outstanding balances of the above transactions have been shown in the balance sheets as follows :- (Unit : Million Baht) CONSOLIDATED THE COMPANY ONLY Trade accounts receivable related parties Subsidiaries RCL Service SA RCL Feeder Pte Ltd ,572 1,357 Related companies Others ,159 2,

27 (Unit : Million Baht) CONSOLIDATED THE COMPANY ONLY Trade accounts payable related parties Subsidiaries RCL Ship Management Pte Ltd Related companies Others DEBENTURES In 1999, the Company issued and offered 1 million units of unsecured debentures with a par value of Baht 1,000 each, or a total Baht 1,000 million, to be used for working capital for the partial repayment of outstanding debts of the Company and its subsidiaries, and/or for the long-term expansion of business. The maturity period of the debentures is 5 years, with the redemption date being 9 December The debenture holders are entitled to receive interest at a rate of percent per annum for the first three years, and at MLR plus 0.75 percent for the following two years. Such interest is payable semi-annually on 9 June and 9 December of each year, throughout the debentures life. The terms and conditions of the debenture holders rights contain certain covenants, and restrictions pertaining to matters such as the maintenance of a certain debt to equity ratio, the payment of dividends, the maintenance of financial ratios, and the assumption of guarantees or commitments. 13. SHARE CAPITAL On 2 April 2002, the Company s board of directors approved the allocation of an additional 2,633,713 shares with a par value of Baht 10 each to a security company, at a price of Baht 43 per share. 14. STATUTORY RESERVE Under the Public Limited Companies Act B.E. 2535, the Company is required to set aside a statutory reserve at least 5% of its net profit after deducting accumulated deficit brought forward (if any) until the reserve reaches 10% of its registered share capital

28 15. DIVIDEND On 23 September 2002, a Board of Directors meeting approved the payment of an interim dividend of Baht 2 per share to the holders of the Company s 66,300,000 ordinary shares, or a total of Baht million. 16. EMPLOYEES AND RELATED COSTS CONSOLIDATED THE COMPANY ONLY Number of employees at end of year Employee costs for the year (Thousand Baht) 648, , , , DIRECTORS REMUNERATION Directors remuneration represents the benefits paid to the Company s directors in accordance with Section 90 of the Public Limited Companies Act, exclusive of salaries and related benefits payable to executive directors. 18. CORPORATE INCOME TAX The Company has been granted various tax privileges by the Board of Investment under the Investment Promotion Act. B.E These include exemption from corporate income tax on profits for a period of 8 years for certain operations. In addition, since 1999 shipping profits have been exempted from income tax. Corporate income tax of the Company has been calculated at the rate of 30 percent, on the profit of those operations which are not eligible for the above tax exemption. Corporate income tax of the subsidiaries in Hong Kong has been calculated at the rate of 16 percent of profit. Under the Singapore Income Tax Act, the shipping profits of the subsidiaries are exempted from income tax. The Company s operating results for the years 2002 and 2001 can be divided into BOI promoted activities and non-boi promoted activities as follows :

29 (Unit : Baht) THE COMPANY ONLY For the year ended 31 December 2002 Tax Payer Number Total BOI NON-BOI Tax Promoted Promoted Exempted Revenues Freight income 540,855,774 1,883, ,872, ,611,653 Other income 1,784,660 6,617,966-8,402,626 Gain on exchange 50,852,553-66,297, ,149,666 Share of loss from investments accounted for under equity method subsidiaries - 1,076,386,935-1,076,386,935 Share of profit from investments accounted for under equity method - associated companies - 25,312,161-25,312,161 Total revenues 593,492,987 1,110,200, ,169,322 2,049,863,041 Expenses Cost of freight and operations 368,438,727 1,865, ,826, ,130,657 Administrative expenses 61,018,418 1,034,276 30,980,954 93,033,648 Other expenses , ,186 Interest expenses 49,280,057 5,065,554 92,132, ,477,620 Total expenses 478,737,202 7,965, ,237, ,940,111 Earnings before income tax 114,755,785 1,102,234,986 9,932,159 1,226,922,930 Corporate income tax - (350,631) - (350,631) Net earnings for the year 114,755,785 1,101,884,355 9,932,159 1,226,572,

30 (Unit : Baht) THE COMPANY ONLY For the year ended 31 December 2001 Tax Payer Number Total BOI NON-BOI Tax Promoted Promoted Exempted Revenues Freight income 1,500,459,605 5,183, ,882,699 1,766,526,237 Other income 144,325 6,875,676-7,020,001 Gain on exchange - 33,632 3,275,315 3,308,947 Share of profit from investments accounted for under equity method - associated companies - 10,709,089-10,709,089 Total revenues 1,500,603,930 22,802, ,158,014 1,787,564,274 Expenses Cost of freight and operations 1,025,138,819 5,132, ,035,617 1,179,306,638 Administrative expenses 68,563, ,651 18,976,604 87,708,184 Other expenses Loss on exchange 30,333, ,333,689 Share of loss from investments accounted for under equity method - subsidiaries - 623,492, ,492,106 Interest expenses 68,680,720 30,330 93,533, ,244,221 Total expenses 1,192,717, ,822, ,546,041 2,083,085,487 Earnings (loss) before income tax 307,886,773 (606,019,959) 2,611,973 (295,521,213) Corporate income tax - (2,089,097) - (2,089,097) Net earnings (loss) for the year 307,886,773 (608,109,056) 2,611,973 (297,610,310) 19. BANK GUARANTEES As at 31 December 2002, there were outstanding bank guarantees of approximately Baht 32 million (2001 : Baht 49 million) issued by the banks on behalf of the Company and its subsidiaries in respect of certain performance bonds as required in the normal course of business of the Company and its subsidiaries

31 20. COMMITMENT As at 31 December 2002, overseas subsidiaries had outstanding commitments in respect of lease agreements payable of approximately Baht 28 million (2001 : Baht 55 million). 21. LITIGATION In June 2000, a subsidiary in Singapore filed a petition to wind up an associated company in Malaysia and another petition to recover an outstanding agency balance of approximately RM 25 million or Baht 290 million. The case is under consideration of the court. In June 2000, the subsidiary was counter-sued by the associated company, claiming compensation of approximately RM 14 million or Baht 163 million, for illegal termination of an agency agreement. The management of subsidiary believe that the ultimate resolution of these legal proceedings is not likely have a material effect on the results of its operations, or financial position. 22. FINANCIAL INFORMATION BY SEGMENT The Company s and its subsidiaries operations involve mainly a single industry segment, the business of feeder and vessel operations, and are carried on in geographic areas in Thailand, Singapore, Hong Kong, The People s Republic of China, Taiwan and other countries around the South China Sea. Financial information of the Company and its subsidiaries presented by geographical segment as of and for the years ended 31 December 2002 and 2001 are as follows :- (Million Baht) CONSOLIDATED For the year ended 31 December 2002 Thailand Singapore Hong Kong China Total Elimination Grand Total Freight income , ,440 (2,073) 12,367 Gross profit 260 1, , ,181 Other income 77 Share of profit from investments accounted for under equity method - associated companies 25 Administrative expenses (830) Gain on exchange 612 Loss on impairment of assets (203) Loss on disposal of vessel (49) Interest expenses (582) Corporate income tax (6) Minority interest 2 Net earnings for the year 1,227 Property, premises, vessels and 5,121 9, ,677 (63) 14,614 equipment Others 3,752 Total assets 18,