Thai Beverage Public Company Limited and its Subsidiaries

Transcription

1 Thai Beverage Public Company Limited and its Subsidiaries Interim financial statements for the three-month and six-month periods ended 30 June 2015 and Independent auditor s report on review of interim financial information

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3 Statement of financial position Consolidated Separate financial statements financial statements 30 June 31 December 30 June 31 December Assets Note (Unaudited) (Unaudited) (in thousand Baht) Current assets Cash and cash equivalents 1,909,001 2,230,079 42,527 37,082 Current investments Trade accounts receivable 3, 4 3,286,717 3,668, , ,002 Other receivables 704, ,990 27,392 27,509 Short-term loans to and other receivables from related parties 3 340, ,521 2,329,886 12,263,771 Inventories 5 37,204,179 34,063, Other current assets 3,664,262 3,719,144 17,923 17,759 Assets classified as held for sale 6-1,290, Total current assets 47,109,832 46,047,534 2,703,751 12,745,123 Non-current assets Investments in associates 7 67,979,886 67,614, Investments in subsidiaries ,794, ,829,893 Other long-term investments 272, , Long-term loans to and other receivables from related parties 3 82,450 77,533 11,832,065 3,730,394 Investment properties 1,263,790 1,114, Property, plant and equipment 9 46,952,161 47,271,321 64,217 64,188 Goodwill 7,049,651 7,043, Other intangible assets 161, ,053 33,539 26,580 Leasehold rights 154, , Deferred tax assets 440, ,296 34,727 33,235 Other non-current assets 1,838,886 1,852, , ,437 Total non-current assets 126,196, ,939, ,032, ,961,727 Total assets 173,306, ,987, ,735, ,706,850 The accompanying notes are an integral part of these financial statements. 2

4 Statement of financial position Consolidated Separate financial statements financial statements 30 June 31 December 30 June 31 December Liabilities and equity Note (Unaudited) (Unaudited) (in thousand Baht) Current liabilities Bank overdrafts and short-term loans from financial institutions 10 17,168,817 8,536,490 12,377,638 5,300,000 Trade accounts payable 3 4,485,130 4,802, Other payables 4,027,885 4,378, , ,213 Current portion of long-term loans from financial institutions 10 4,053,106 13,410,950 3,000,000 2,500,000 Short-term loans from and other payables to related parties 3, , ,702 13,788,003 7,793,493 Income tax payable 2,359,710 2,631,142 5,739 50,759 Short-term provisions 33,118 34, Other current liabilities 1,585,794 1,972,088 38,804 56,720 Total current liabilities 33,987,847 36,036,229 29,355,241 15,915,185 Non-current liabilities Long-term loans from and other payables to related parties 3, ,032,256 12,568,700 Debentures 10 1,000,000 1,000, Long-term loans from financial institutions 10 27,764,618 26,554,794 26,813,218 4,000,000 Deferred tax liabilities 955, , Employee benefit obligations 2,664,260 2,576, , ,354 Other non-current liabilities 157, , Total non-current liabilities 32,541,412 31,274,787 42,028,102 16,742,131 Total liabilities 66,529,259 67,311,016 71,383,343 32,657,316 Equity Share capital: 11 Authorised share capital 29,000,000 29,000,000 29,000,000 29,000,000 Issued and paid-up share capital 25,110,025 25,110,025 25,110,025 25,110,025 Difference arising from common control transactions (19,718,440) (19,718,440) 31,035 31,035 Premium on ordinary shares 11 17,215,737 17,215,737 17,215,737 17,215,737 Retained earnings: Appropriated - legal reserve 2,900,000 2,900,000 2,900,000 2,900,000 Unappropriated 74,218,545 73,290,094 30,095,743 40,792,737 Other components of equity 3,600,622 2,465, Equity attributable to owners of the Company 103,326, ,262,639 75,352,540 86,049,534 Non-controlling interests 3,450,631 3,413, Total equity 106,777, ,676,313 75,352,540 86,049,534 Total liabilities and equity 173,306, ,987, ,735, ,706,850 The accompanying notes are an integral part of these financial statements. 3

5 Statement of income (Unaudited) Consolidated Separate financial statements financial statements Three-month period ended Three-month period ended 30 June 30 June Note (in thousand Baht) Income Revenue from sale of goods 3 38,992,425 40,024, Management fees , ,644 Dividend income 3, 8 2,901 4, ,928 7,888,828 Interest income 3 8,538 60, , ,042 Net gain on foreign exchange - 22,397-1,796 Other income 3 610, ,811 5,209 12,943 Total income 39,614,083 40,243,692 1,580,925 8,934,253 Expenses Cost of sale of goods 3 27,147,295 28,317, Cost of rendering of services , ,907 Selling expenses 3 3,928,675 3,318, Administrative expenses 3 2,768,984 2,726,932 88,979 73,625 Net loss on foreign exchange 70,528-15,873 - Finance costs 3 269, , , ,228 Total expenses 34,184,734 34,771,990 1,037, ,760 Share of profit of associates, net of income tax 3, 7 1,585,416 1,150, Profit before income tax expense 7,014,765 6,622, ,699 8,086,493 Income tax (expense) benefit 13 (1,063,510) (1,142,118) 11,107 (45,302) Profit for the period 5,951,255 5,480, ,806 8,041,191 Profit attributable to: Owners of the Company 5,862,198 5,521, ,806 8,041,191 Non-controlling interests 89,057 (41,413) - - Profit for the period 5,951,255 5,480, ,806 8,041,191 Basic earnings per share (Baht) The accompanying notes are an integral part of these financial statements. 4

6 Statement of comprehensive income (Unaudited) Consolidated Separate financial statements financial statements Three-month period ended Three-month period ended 30 June 30 June Note (in thousand Baht) Profit for the period 5,951,255 5,480, ,806 8,041,191 Other comprehensive income Items that are or may be reclassified to profit or loss Share of other comprehensive income of associates 3, 7 (643,520) (775,239) - - Foreign currency translation differences for foreign operations 3,807, , Net change in fair value of available-for-sale investments 529 (4,495) - - Income tax on other comprehensive income 3, Other comprehensive income for the period, net of income tax 3,167,299 (564,916) - - Total comprehensive income for the period 9,118,554 4,915, ,806 8,041,191 Total comprehensive income attributable to: Owners of the Company 9,008,611 4,957, ,806 8,041,191 Non-controlling interests 109,943 (42,467) - - Total comprehensive income for the period 9,118,554 4,915, ,806 8,041,191 The accompanying notes are an integral part of these financial statements. 5

7 Statement of income (Unaudited) Income Consolidated Separate financial statements financial statements Six-month period ended Six-month period ended 30 June 30 June Note (in thousand Baht) Revenue from sale of goods 3 84,696,802 81,067, Management fees ,758,184 1,670,416 Dividend income 3, 8 2,901 4, ,928 7,888,828 Interest income 3 9,758 76, , ,497 Net gain on foreign exchange - 28,707-1,675 Other income 3 718, ,912 11,890 26,876 Total income 85,428,012 81,464,099 2,815,930 10,018,292 Expenses Cost of sale of goods 3 59,198,613 57,043, Cost of rendering of services , ,019 Selling expenses 3 7,319,554 6,255, Administrative expenses 3 5,681,465 5,284, , ,581 Net loss on foreign exchange 12,584-11,241 - Finance costs 3 701, , , ,499 Total expenses 72,913,738 69,386,990 1,901,470 1,706,099 Share of profit of associates, net of income tax 3, 7 2,480,551 1,825, Profit before income tax expense 14,994,825 13,902, ,460 8,312,193 Income tax expense 13 (2,513,929) (2,483,764) (60,842) (95,742) Profit for the period 12,480,896 11,418, ,618 8,216,451 Profit attributable to: Owners of the Company 12,437,641 11,490, ,618 8,216,451 Non-controlling interests 43,255 (71,394) - - Profit for the period 12,480,896 11,418, ,618 8,216,451 Basic earnings per share (Baht) The accompanying notes are an integral part of these financial statements. 6

8 Statement of comprehensive income (Unaudited) Consolidated Separate financial statements financial statements Six-month period ended Six-month period ended 30 June 30 June Note (in thousand Baht) Profit for the period 12,480,896 11,418, ,618 8,216,451 Other comprehensive income Items that are or may be reclassified to profit or loss Share of other comprehensive income of associates 3, 7 (214,263) (262,596) - - Foreign currency translation differences for foreign operations 1,400, , Net change in fair value of available-for-sale investments 2,380 (2,115) - - Income tax on other comprehensive income 2,694 3, Other comprehensive income for the period, net of income tax 1,191,057 (110,764) - - Total comprehensive income for the period 13,671,953 11,308, ,618 8,216,451 Total comprehensive income attributable to: Owners of the Company 13,614,462 11,380, ,618 8,216,451 Non-controlling interests 57,491 (72,576) - - Total comprehensive income for the period 13,671,953 11,308, ,618 8,216,451 The accompanying notes are an integral part of these financial statements. 7

9 Statement of changes in equity (Unaudited) Consolidated financial statements Retained earnings Other components of equity Difference Fair value Share of other Equity Issued arising from Premium on Currency changes in comprehensive Total other attributable to Nonand paid-up common control ordinary translation Revaluation available-for-sale income components owners controlling Total Note share capital transactions shares Legal reserve Unappropriated differences surplus investments of associates of equity of the Company interests equity (in thousand Baht) Six-month period ended 30 June 2014 Balance at 1 January ,110,025 (19,718,440) 17,215,737 2,900,000 63,010,734 (695,599) 3,999,380 8,721 2,455,562 5,768,064 94,286,120 3,706,970 97,993,090 Transactions with owners, recorded directly in equity Distributions to owners of the Company Dividends to owners of the Company (7,533,008) (7,533,008) (38,140) (7,571,148) Total transactions with owners, recorded directly in equity (7,533,008) (7,533,008) (38,140) (7,571,148) Comprehensive income for the period Profit or loss ,490, ,490,278 (71,394) 11,418,884 Other comprehensive income ,757 3,351 (1,094) (262,596) (109,582) (109,582) (1,182) (110,764) Total comprehensive income for the period ,490, ,757 3,351 (1,094) (262,596) (109,582) 11,380,696 (72,576) 11,308,120 Balance at 30 June ,110,025 (19,718,440) 17,215,737 2,900,000 66,968,004 (544,842) 4,002,731 7,627 2,192,966 5,658,482 98,133,808 3,596, ,730,062 The accompanying notes are an integral part of these financial statements. 8

10 Statement of changes in equity (Unaudited) Consolidated financial statements Retained earnings Other components of equity Difference Fair value Share of other Equity Issued arising from Premium on Currency changes in comprehensive Total other attributable to Nonand paid-up common control ordinary translation Revaluation available-for-sale income components owners controlling Total Note share capital transactions shares Legal reserve Unappropriated differences surplus investments of associates of equity of the Company interests equity (in thousand Baht) Six-month period ended 30 June 2015 Balance at 1 January ,110,025 (19,718,440) 17,215,737 2,900,000 73,290,094 (1,757,547) 4,002,732 7, ,959 2,465, ,262,639 3,413, ,676,313 Transactions with owners, recorded directly in equity Distributions to owners of the Company Dividends to owners of the Company (11,550,612) (11,550,612) (40,046) (11,590,658) Total distributions to owners of the Company (11,550,612) (11,550,612) (40,046) (11,590,658) Acquisition of non-controlling interest ,512 19,512 Total transactions with owners, recorded directly in equity (11,550,612) (11,550,612) (20,534) (11,571,146) Comprehensive income for the period Profit or loss ,437, ,437,641 43,255 12,480,896 Other comprehensive income ,422 1,389,853 (41,422) 1,231 (214,263) 1,135,399 1,176,821 14,236 1,191,057 Total comprehensive income for the period ,479,063 1,389,853 (41,422) 1,231 (214,263) 1,135,399 13,614,462 57,491 13,671,953 Balance at 30 June ,110,025 (19,718,440) 17,215,737 2,900,000 74,218,545 (367,694) 3,961,310 8,310 (1,304) 3,600, ,326,489 3,450, ,777,120 The accompanying notes are an integral part of these financial statements. 9

11 Statement of changes in equity (Unaudited) Separate financial statements Retained earning Difference Issued arising from Premium on and paid-up common control ordinary Note share capital transactions shares Legal reserve Unappropriated Total equity (in thousand Baht) Six-month period ended 30 June 2014 Balance at 1 January ,110,025 31,035 17,215,737 2,900,000 23,189,053 68,445,850 Transactions with owners, recorded directly in equity Dividends to owners of the Company (7,533,008) (7,533,008) Total transactions with owners, recorded directly in equity (7,533,008) (7,533,008) Comprehensive income for the period Profit ,216,451 8,216,451 Total comprehensive income for the period ,216,451 8,216,451 Balance at 30 June ,110,025 31,035 17,215,737 2,900,000 23,872,496 69,129,293 The accompanying notes are an integral part of these financial statements. 10

12 Statement of changes in equity (Unaudited) Separate financial statements Retained earning Difference Issued arising from Premium on and paid-up common control ordinary Note share capital transactions shares Legal reserve Unappropriated Total equity (in thousand Baht) Six-month period ended 30 June 2015 Balance at 1 January ,110,025 31,035 17,215,737 2,900,000 40,792,737 86,049,534 Transactions with owners, recorded directly in equity Dividends to owners of the Company (11,550,612) (11,550,612) Total transactions with owners, recorded directly in equity (11,550,612) (11,550,612) Comprehensive income for the period Profit , ,618 Total comprehensive income for the period , ,618 Balance at 30 June ,110,025 31,035 17,215,737 2,900,000 30,095,743 75,352,540 The accompanying notes are an integral part of these financial statements. 11

13 Statements of cash flows (Unaudited) Consolidated Separate financial statements financial statements Six-month period ended Six-month period ended 30 June 30 June Note (in thousand Baht) Cash flows from operating activities Profit for the period 12,480,896 11,418, ,618 8,216,451 Adjustments for Depreciation and amortisation 2,128,512 1,957,676 11,006 11,447 Interest income (9,758) (76,460) (384,928) (430,497) Finance costs 701, , , ,499 Unrealised (gain) loss on exchange 26,463 (26,705) 15,866 (28) Bad and doubtful debts expenses 4 18, Amortisation of advance payments to a specialist 25,000 25,000 4,687 4,687 Reversal of allowance for decline in value of inventories (107,440) (11,348) - - Gain on disposal of assets classified as held for sale (445,766) Gain on disposal and write-off of property, plant and equipment and intangible assets (25,610) (86,479) (7) (250) Reversal of impairment loss on property, plant and equipment (72) (89) - - Dividend income (2,901) (4,059) (660,928) (7,888,828) Employee benefit expenses 121, ,656 9,197 8,483 Share of profit of associates, net of income tax 3, 7 (2,480,551) (1,825,539) - - Income tax expense 13 2,513,929 2,483,764 60,842 95,742 14,943,316 14,762, , ,706 Changes in operating assets and liabilities Trade accounts receivable 363,317 1,014, ,978 - Other receivables from related parties 107,687 95,170 (88,373) 216,269 Inventories (3,031,274) (1,764,068) - - Other current assets (25,786) 491,501 (47) (3,012) Trade accounts payable (320,074) (646,533) - - Other payables to related parties (13,529) (70,789) (127,103) (101,530) Other current liabilities (566,569) 89,167 (83,150) (12,940) Employee benefit paid (65,056) (48,190) - - Other non-current liabilities (12,836) 5, Cash generated from operating activities 11,379,196 13,928, , ,493 Income tax paid (2,845,554) (2,819,551) (107,355) (544,291) Net cash from operating activities 8,533,642 11,109, , ,202 Cash flows from investing activities Interest received 9,817 77, , ,500 Dividends received 2,275,873 2,438, ,928 7,888,828 Increase in current investments (2) (170) - - Loans to related parties - - (2,649,442) (2,070,544) Proceeds from loans to related parties - - 4,560,242 4,316,418 Decrease in other long-term loans - 2, The accompanying notes are an integral part of these financial statements. 12

14 Statements of cash flows (Unaudited) Consolidated Separate financial statements financial statements Six-month period ended Six-month period ended 30 June 30 June (in thousand Baht) Cash flows from investing activities(continued) Cash inflow on investments in indirect subsidiary 19, Cash outflow on investments in subsidiaries - - (29,964,942) (3,304,315) Sale of assets classified as held for sale 1,736, Purchase of investment properties (154,405) Purchase of property, plant and equipment (1,910,982) (2,075,721) (14,507) (15,736) Sale of property, plant and equipment 73, , Purchase of intangible assets (26,412) (9,161) (8,672) (3,098) Sale of intangible assets (Increase) decrease in other non-current assets (10,967) 200, Cash received from capital reduction of associate - 4,464, Net cash from (used in) investing activities 2,012,730 5,219,827 (27,021,665) 7,250,327 Cash flows from financing activities Interest paid (779,847) (660,837) (1,136,493) (804,146) Dividends paid to owners of the Company (11,550,612) (7,533,008) (11,550,612) (7,533,008) Dividends paid to non-controlling interests (40,046) (38,140) - - Bank overdrafts 176, ,067 - (353) Proceeds from short-term loans from financial institutions 76,077,000 4,357,000 61,730, ,000 Repayment of short-term loans from financial institutions (67,549,000) (3,875,000) (54,580,000) (500,000) Proceeds from loans from related parties ,348,656 6,998,000 Repayment of loans from related parties - - (3,814,100) (4,562,300) Proceeds from long-term loans from financial institutions 25,500,000-25,000,000 - Repayment of long-term loans from financial institutions (32,127,131) (11,079,810) (1,500,000) (1,167,000) Net cash from (used in) financing activities (10,292,948) (18,654,728) 26,497,451 (7,068,807) Net increase (decrease) in cash and cash equivalents 253,424 (2,325,864) 5, ,722 Cash and cash equivalents at 1 January 2,230,079 5,101,568 37, ,196 Foreign currency translation differences for foreign operations (574,502) 187, Cash and cash equivalents at 30 June 1,909,001 2,963,127 42,527 1,330,918 Non-cash items Payable for acquisition of assets 408, ,701 2, Reclassified from short-term loan to long-term loan to related parties - - 8,843,000 - The accompanying notes are an integral part of these financial statements. 13

15 Note Contents 1 General information 2 Basis of preparation of the interim financial statements 3 Related parties 4 Trade accounts receivable 5 Inventories 6 Assets classified as held for sale 7 Investments in associates 8 Investments in subsidiaries 9 Property, plant and equipment 10 Interest-bearing liabilities 11 Share capital 12 Operating segments 13 Income tax expense 14 Basic earnings per share 15 Dividends 16 Commitments with non-related parties 17 Events after the reporting period 18 Reclassification of accounts 14

16 These notes form an integral part of the interim financial statements. The interim financial statements were approved and authorised for issue by the Board of Directors on 13 August General information Thai Beverage Public Company Limited, the Company, is incorporated in Thailand and has its registered office at 14 Vibhavadi Rangsit Road, Kwang Chomphon, Khet Chatuchak, Bangkok, Thailand. The Company was listed on the Singapore Exchange Securities Trading Limited (SGX-ST) in May The principal businesses of the Company are investment and management services. The principal businesses of Thai Beverage Public Company Limited and its subsidiaries, the Group, are the production and distribution of alcoholic and non-alcoholic beverages, and the operation of Japanese restaurants. Details of the Company s subsidiaries and associates as at 30 June 2015 and 31 December 2014 were as follows: Ownership interest (%) Country of 30 June 31 December Name of the entity Type of business incorporation Direct subsidiaries 1. Beer Thai (1991) Plc. Beer brewery and production of drinking water and soda water Thailand Beer Thip Brewery (1991) Co., Ltd. Beer brewery and production of drinking water and soda water Thailand Cosmos Brewery (Thailand) Co., Ltd. Beer brewery and production of drinking water and soda water Thailand Sangsom Co., Ltd. Spirits distillery Thailand Fuengfuanant Co., Ltd. Spirits distillery Thailand Mongkolsamai Co., Ltd. Spirits distillery Thailand Thanapakdi Co., Ltd. Spirits distillery Thailand Kanchanasingkorn Co., Ltd. Spirits distillery Thailand Sura Bangyikhan Co., Ltd. Spirits distillery Thailand Athimart Co., Ltd. Spirits distillery Thailand S.S. Karnsura Co., Ltd. Spirits distillery Thailand Kankwan Co., Ltd. Spirits distillery Thailand Theparunothai Co., Ltd. Spirits distillery Thailand Red Bull Distillery (1988) Co., Ltd. Spirits distillery Thailand United Winery and Distillery Co., Ltd. Spirits distillery Thailand Simathurakij Co., Ltd. Spirits distillery Thailand Nateechai Co., Ltd. Spirits distillery Thailand Luckchai Liquor Trading Co., Ltd. Spirits distillery Thailand Sura Piset Thipparat Co., Ltd. Spirits distillery Thailand Modern Trade Management Co., Ltd. Beer, spirits and non-alcoholic beverages distributor Thailand Horeca Management Co., Ltd. Beer, spirits and non-alcoholic beverages distributor Thailand Pomkit Co., Ltd. Beer distributor Thailand Pomklung Co., Ltd. Beer distributor Thailand

17 Ownership interest (%) Country of 30 June 31 December Name of the entity Type of business incorporation Direct subsidiaries (continued) 24. Pomchok Co., Ltd. Beer distributor Thailand Pomcharoen Co., Ltd. Beer distributor Thailand Pomburapa Co., Ltd. Beer distributor Thailand Pompalang Co., Ltd. Beer distributor Thailand Pomnakorn Co., Ltd. Beer distributor Thailand Pomthip (2012) Co., Ltd. Beer distributor Thailand Num Yuk Co., Ltd. Spirits and non-alcoholic beverages distributor Thailand Num Kijjakarn Co., Ltd. Spirits and non-alcoholic beverages distributor Thailand Num Palang Co., Ltd. Spirits and non-alcoholic beverages distributor Thailand Num Muang Co., Ltd. Spirits and non-alcoholic beverages distributor Thailand Num Nakorn Co., Ltd. Spirits and non-alcoholic beverages distributor Thailand Num Thurakij Co., Ltd. Spirits and non-alcoholic beverages distributor Thailand Numrungrod Co., Ltd. Spirits and non-alcoholic beverages distributor Thailand Numthip Co., Ltd. Spirits and non-alcoholic beverages distributor Thailand Thipchalothorn Co., Ltd. Beer, spirits and non-alcoholic beverages agency Thailand Krittayabun Co., Ltd. Beer, spirits and non-alcoholic beverages agency Thailand Surathip Co., Ltd. Beer, spirits and non-alcoholic beverages agency Thailand Sunthronpirom Co., Ltd. Beer, spirits and non-alcoholic beverages agency Thailand Piromsurang Co., Ltd. Beer, spirits and non-alcoholic beverages agency Thailand Thai Beverage Energy Co., Ltd. Trading of biogas Thailand Thai Molasses Co., Ltd. Trading of molasses Thailand Feed Addition Co., Ltd. Trading of feeds and fertilizer Thailand Pan International (Thailand) Co., Ltd. Trading of supplies and procurement Thailand Charun Business 52 Co., Ltd. Brick producer and distribution of spirits Thailand Thai Cooperage Co., Ltd. Oak barrel producer Thailand Thai Beverage Recycle Co., Ltd. Trading of bottles Thailand Thai Beverage Logistics Co., Ltd. Transportation and distribution Thailand Thai Beverage Marketing Co., Ltd. Domestic and international marketing and non-alcoholic beverages agency Thailand Dhospaak Co., Ltd. Advertising agency Thailand Thai Beverage Training Co., Ltd. Training Thailand International Beverage Holdings Limited Holding company Hong Kong Thai Beverage Brands Co., Ltd. Trademark holding Thailand Beer Chang Co., Ltd. Trademark holding and production of beer concentrate Thailand

18 Ownership interest (%) Country of 30 June 31 December Name of the entity Type of business incorporation Direct subsidiaries (continued) 57. Archa Beer Co., Ltd. Trademark holding and production of beer concentrate Thailand Sura Piset Phatra Lanna Co., Ltd. Holding company Thailand United Products Co., Ltd. Production and distribution of spirits Thailand Thai Drinks Co., Ltd. Distribution of beverages Thailand Oishi Group Plc. Japanese restaurants and distribution of foods and beverages Thailand C A C Co., Ltd. Management of the ASEAN Economic Community (AEC) centre Thailand Chang International Co., Ltd. Advertising and marketing services Thailand Cash Van Management Co., Ltd. Beer, spirits and non-alcoholic beverages distributor Thailand Food of Asia Co., Ltd. Restaurant business Thailand Indirect subsidiaries 66. Thai Thum Distillery Co., Ltd. 11 Production and distribution of spirits Thailand Sura Piset Sahasan Co., Ltd. 11 Trading of spirits Thailand Sura Piset Sampan Co., Ltd. 11 Trading of spirits Thailand InterBev (Singapore) Limited Trading of alcoholic beverages Singapore InterBev (Cambodia) Co., Ltd. Trading of alcoholic beverages Cambodia InterBev Malaysia Sdn. Bhd. Trading of alcoholic beverages Malaysia Best Spirits Company Limited Trading of alcoholic beverages Hong Kong International Beverage Holdings (UK) Limited Holding company United Kingdom International Beverage Holdings (China) Limited Holding company Hong Kong SPM Foods & Beverages Co., Ltd. Production and distribution of drinking water and energy drinks and spirits agency Thailand Oishi Trading Co., Ltd. Production and distribution of food and beverage Thailand Oishi Ramen Co., Ltd. Japanese ramen restaurants Thailand Oishi International Holdings Limited International distribution of beverage Hong Kong Chang Beer International Co., Ltd. 11 Dormant Thailand Maekhong Distillery Limited Consultancy service Thailand Chang Corp Co., Ltd. Advertising and marketing services Thailand Beer Chang International Limited Production and trading of alcoholic and non-alcoholic beverages Singapore International Beverage Trading Limited Trading of alcoholic beverages Bermuda Sermsuk Plc. Production and distribution of beverages Thailand InterBev Investment Limited Holding company Hong Kong InterBev Trading (Hong Kong) Limited Distribution and marketing of food and beverage products Hong Kong Oishi Snack Co., Ltd. Distribution of snack Thailand

19 Ownership interest (%) Country of 30 June 31 December Name of the entity Type of business incorporation Subsidiaries of indirect subsidiaries 88. International Beverage Holdings United States Limited USA, Inc. 1 Trading of alcoholic beverages of America Super Brands Company Pte. Ltd. 3 Trademark holding Singapore Blairmhor Limited 1, 11 Holding company United Kingdom Inver House Distillers Limited 1 Production and distribution of spirits United Kingdom InterBev Trading (China) Limited 2 Trading of alcoholic beverages People s Republic of China Yunnan Yulinquan Liquor Co., Ltd. 2 Spirits distillery People s Republic of China Blairmhor Distillers Limited 1, 11 Dormant United Kingdom Wee Beastie Limited 1, 11 Dormant United Kingdom Moffat & Towers Limited 1, 11 Dormant United Kingdom Glen Calder Blenders Limited 1, 11 Dormant United Kingdom Hankey Bannister & Company Limited 1, 11 Dormant United Kingdom R. Carmichael & Sons Limited 1, 11 Dormant United Kingdom J MacArthur Junior & Company Limited 1, 11 Dormant United Kingdom Mason & Summers Limited 1, 11 Dormant United Kingdom James Catto & Company Limited 1, 11 Dormant United Kingdom The Knockdhu Distillery Co., Ltd. 1, 11 Dormant United Kingdom Speyburn-Glenlivet Distillery Co., Ltd. 1, 11 Dormant United Kingdom The Pulteney Distillery Co., Ltd. 1, 11 Dormant United Kingdom The Balblair Distillery Co., Ltd. 1, 11 Dormant United Kingdom Sermsuk Holdings Co., Ltd. 4 Holding company Thailand Serm Suk Beverage Co., Ltd. 4 Production and distribution of beverages Thailand Sermsuk Training Co., Ltd. 4 Human resources and organisation development services Thailand Great Brands Limited 4 Brands management Hong Kong Wrangyer Beverage (2008) Co., Ltd. 4 Production and distribution of energy drink Thailand Interbev Timor, Unipessoal Lda. 6 Production of beverages Democratic and distribution of food and Republic of beverages Timor-Leste Oishi F&B (Singapore) Pte. Ltd. 5 Brands management and consulting services Singapore Oishi Myanmar Limited 7 Restaurant business Union of Myanmar Oishi Group Limited Liability Company 7 Marketing management consulting Socialist services Republic of Vietnam Associates of indirect subsidiaries 116. Petform (Thailand) Co., Ltd. 9 Manufacture and distribution of plastic packaging Thailand Fraser and Neave, Limited 10 Manufacture and distribution of food and beverage and publishing and printing Singapore Frasers Centrepoint Limited 10 Development and investment in property Singapore

20 Ownership interest (%) Country of 30 June 31 December Name of the entity Type of business incorporation Associates of subsidiary of indirect subsidiaries 119. Liquorland Limited 8 Licences United Kingdom Subsidiaries of International Beverage Holdings (UK) Limited 2 Subsidiaries of International Beverage Holdings (China) Limited 3 Subsidiaries of InterBev (Singapore) Limited 4 Subsidiaries of Sermsuk Plc. 5 Subsidiaries of Oishi International Holdings Limited 6 Subsidiaries of InterBev Trading (Hong Kong) Limited 7 Subsidiaries of Oishi F&B (Singapore) Pte. Ltd. 8 Associates of subsidiaries of International Beverage Holdings (UK) Limited 9 Associates of Sermsuk Plc. 10 Associates of InterBev Investment Limited 11 These are currently not doing the operation. At the Board of Directors meeting of InterBev Investment Limited ( IBIL ) held on 23 March 2015, and the Board of Directors meeting of InterBev (Singapore) Limited ( IBS ) and Super Brands Company Pte. Ltd. ( SB ) held on 30 March 2015, the Board of Directors unanimously approved for IBIL, IBS and SB, the Company s indirect subsidiaries, to increase their authorised and paid-up share capital amounting to SGD 1, million, SGD 5.49 million and SGD 5.49 million, respectively. In this regard, IBIL increased its authorised and paid-up share capital from SGD million ( million ordinary shares with a SGD 1 par value) to be SGD 2, million (2, million ordinary shares with a SGD 1 par value), IBS increased its authorised and paid-up share capital from SGD million (61.25 million ordinary shares with a SGD 1 par value) to be SGD million (66.74 million ordinary shares with a SGD 1 par value) and SB increased its authorised and paid up share capital from SGD million (60.46 million ordinary shares with a SGD 1 par value) to be SGD million (65.95 million ordinary shares with a SGD 1 par value). 2 Basis of preparation of the interim financial statements (a) Statement of compliance The interim financial statements are prepared on a condensed basis in accordance with Thai Accounting Standard (TAS) No. 34 (revised 2014) Interim Financial Reporting; guidelines promulgated by the Federation of Accounting Professions (FAP); and applicable rules and regulations of the related Securities and Exchange Commission. The interim financial statements are prepared to provide an update on the financial statements for the year ended 31 December They do not include all of the financial information required for full annual financial statements but focus on new activities; events and circumstances to avoid repetition of information previously reported. Accordingly, these interim financial statements should be read in conjunction with the financial statements of the Company and its subsidiaries for the year ended 31 December

21 The accounting policies and methods of computation applied in these interim financial statements are consistent with those applied in the financial statements for the year ended 31 December 2014 except that the Group has adopted all the new and revised TFRS that are effective for annual periods beginning on or after 1 January The adoption of these new and revised TFRS did not have any material effect on the accounting policies, methods of computation, financial performance or position of the Group. (b) Functional and presentation currency The interim financial statements are prepared and presented in Thai Baht, which is the Company s functional currency. All financial information presented in Thai Baht has been rounded to the nearest thousand and million unless otherwise stated. (c) Use of estimates and judgements The preparation of interim financial statements in conformity with TFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. In preparing these interim financial statements, the significant judgements made by management in applying the Group s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements for the year ended 31 December Related parties For the purposes of these financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control or joint control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities. Relationships with related parties other than direct subsidiaries, indirect subsidiaries, subsidiaries of indirect subsidiaries, associates of indirect subsidiaries and associates of subsidiary of indirect subsidiaries (as presented in Note 1) were as follows: Country of incorporation/ Name of entities nationality Nature of relationships 1. Thai Alcohol Plc. Thailand Directors and controlling equity holders hold substantial 2. Sint Ek Panich Co., Ltd. Thailand Directors and controlling equity holders hold substantial 3. Banglen Agriculture Co., Ltd. Thailand Directors and controlling equity holders hold substantial 4. Pisetkij Co., Ltd. Thailand Directors and controlling equity holders hold substantial 5. Thip Sugar Kamphaengphet Co., Ltd. Thailand Directors and controlling equity holders hold substantial 6. The Chonburi Sugar Co., Ltd. Thailand Directors and controlling equity holders hold substantial 7. Thai Agro Products Co., Ltd. Thailand Directors and controlling equity holders hold substantial 20

22 Country of incorporation/ Name of entities nationality Nature of relationships 8. Thip Sugar Sukhothai Co., Ltd. Thailand Directors and controlling equity holders hold substantial 9. The Suphanburi Sugar Industry Co., Ltd. Thailand Directors and controlling equity holders hold substantial 10. The Southeast Insurance Plc. Thailand Directors and controlling equity holders hold substantial 11. The Southeast Life Insurance Plc. Thailand Directors and controlling equity holders hold substantial 12. Southeast Capital Co., Ltd. Thailand Directors and controlling equity holders hold substantial 13. T.C.C. Technology Co., Ltd. Thailand Directors and controlling equity holders hold substantial 14. Thai Glass Industries Plc. Thailand Directors and controlling equity holders hold substantial 15. Bang-Na Glass Co., Ltd. Thailand Directors and controlling equity holders hold substantial 16. TCC Hotel Collection Co., Ltd. Thailand Directors and controlling equity holders hold substantial 17. Terragro Bio-Tech Co., Ltd. Thailand Directors and controlling equity holders hold substantial 18. BJC Industrial and Trading Co., Ltd. Thailand Directors and controlling equity holders hold substantial 19. North Park Real Estate Co., Ltd. Thailand Directors and controlling equity holders hold substantial 20. TCC PD 11 Co., Ltd. Thailand Directors and controlling equity holders hold substantial 21. Thippatana Arcade Co., Ltd. Thailand Directors and controlling equity holders hold substantial 22. Siam Food Products Plc. Thailand Directors and controlling equity holders hold substantial 23. BJC Healthcare Co., Ltd. Thailand Directors and controlling equity holders hold substantial 24. Wattanapat Trading Co., Ltd. Thailand Directors and controlling equity holders hold substantial 25. Silvercord Capital (Singapore) Limited Singapore Directors and controlling equity holders hold substantial 26. Plantheon Trading Co., Ltd. Thailand Directors and controlling equity holders hold substantial 27. Eastern Chemical Co., Ltd. Thailand Directors and controlling equity holders hold substantial 28. New Noble Property and Loan Fund Thailand Directors and controlling equity holders are the indirect principal unit holder of this real estate investment fund 29. Lertrattakarn Co., Ltd. Thailand Directors hold substantial 30. Thai Malaya Glass Co., Ltd. Thailand Directors and controlling equity holders hold substantial 31. Berli Jucker Foods Co., Ltd. Thailand Directors and controlling equity holders hold substantial 32. Dhanasindhi Co., Ltd. Thailand Directors and controlling equity holders hold substantial 33. Business Process Outsouring Co., Ltd. Thailand Directors and controlling equity holders hold substantial 34. Dynamic Assets Property and Loan Fund Thailand Directors and controlling equity holders are the indirect principal unit holder of this real estate investment fund 21

23 Country of incorporation/ Name of entities nationality Nature of relationships 35. Best Fortune Property and Loan Fund Thailand Directors and controlling equity holders are the indirect principal unit holder of this real estate investment fund 36. Regent Gold Property Fund Thailand Directors and controlling equity holders are the indirect principal unit holder of this real estate investment fund 37. Thai Commercial Investment Freehold and Thailand Directors and controlling equity holders hold substantial Leasehold Fund 38. Berli Jucker Plc. Thailand Directors and controlling equity holders hold substantial 39. Plaza Athenee Hotel (Thailand) Co., Ltd. Thailand Directors and controlling equity holders are the directors and hold substantial 40. North Park Golf And Sports Club Co., Ltd. Thailand Directors and controlling equity holders are the directors and hold substantial 41. Thai Beverage Can Co., Ltd. Thailand Directors and controlling equity holders hold 50% shares indirectly 42. PS Recycle Co., Ltd. Thailand Directors and controlling equity holders are relatives of controlling person 43. Gaew Grung Thai Co., Ltd. Thailand Directors and controlling equity holders hold substantial 44. T.C.C. International Limited Hong Kong Controlling equity holders hold substantial 45. Best Wishes Co., Ltd. Hong Kong Controlling equity holders hold substantial 46. Bangkok Glass Co., Ltd. Thailand A subsidiary holds shares 47. The Pet Co., Ltd. Thailand A subsidiary holds shares 48. Crown Seal Plc. Thailand A subsidiary holds shares 49. Petpak Co., Ltd. Thailand A subsidiary holds shares 50. TCC Holding Co., Ltd. Thailand Having common controlling equity holders 51. TCC Assets Ltd. British Virgin Directors and controlling equity holders hold substantial Islands shares directly 52. N.C.C. Management and Development Co., Ltd. Thailand Directors and controlling equity holders hold substantial 53. InterContinental Singapore Singapore Directors and controlling equity holders hold substantial 54. TCC Hotel Asset Management Co., Ltd. Thailand Directors and controlling equity holders hold substantial 55. TCC Logistics & Warehouse Co., Ltd. Thailand Directors and controlling equity holders hold substantial 56. Riverside Homes Development Co., Ltd. Thailand Directors and controlling equity holders hold substantial 57. SMJC Real Estate Co., Ltd. Thailand Directors and controlling equity holders hold substantial 58. Golden Land Property Development Public Co., Ltd. Thailand Directors hold substantial 59. F&N Group and related parties of F&N Group Singapore An indirect subsidiary holds 28.50% shares in Fraser and Neave, Limited, which is the parent company 60. FCL Group and related parties of FCL Group Singapore An indirect subsidiary holds 28.49% shares in Frasers Centrepoint Limited, which is the parent company 61. Key management personnel Thailand Persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly of the Group/Company, including any director (whether executive or otherwise) 22

24 The pricing policies for transactions with related parties are explained further below: Transactions Revenue from sale of goods Revenue from rendering of services Purchase of goods/raw materials Receiving of services Purchase and sale of property, plant and equipment Purchase and sale of investments Interest income and interest expense Pricing policies Agreed prices which approximate market prices Contractual prices Agreed prices which approximate market prices Contractual prices Contractual prices Contractual prices Rate as mutually agreed with reference interest rates quoted by financial institutions Significant transactions for the three-month and six-month periods ended 30 June 2015 and 2014 with related parties were as follows: Consolidated Separate financial statements financial statements Three-month period ended 30 June Subsidiaries Management fees Cost of rendering of services Interest income Interest expense Dividend income ,889 Other income Administrative expenses Increase of share capital in subsidiaries ,301 Acquisitions Associates Share of profit of associates, net of income tax 1,585 1, Share of other comprehensive income of associates (644) (775) - - Dividend income Key management personnel Key management personnel compensation Short-term employee benefits Post-employment benefits Total key management personnel compensation

25 Consolidated Separate financial statements financial statements Three-month period ended 30 June Note Other related parties Revenue from sale of goods Purchases of raw materials and packaging 2,191 2, Overhead costs Cost of rendering of services Dividend income Other income Selling and administrative expenses Purchases of plant and equipment Sales of plant and equipment Sales of assets classified as held for sale 6 1, Consolidated Separate financial statements financial statements Six-month period ended 30 June Subsidiaries Management fees - - 1,758 1,670 Cost of rendering of services Interest income Interest expense Dividend income ,889 Other income Administrative expenses Increase of share capital in subsidiaries ,952 3,301 Acquisitions Associates 7 Share of profit of associates, net of income tax 2,481 1, Share of other comprehensive income of associates (214) (263) - - Dividend income 2,273 2, Cash received from capital reduction of associate - 4, Key management personnel Key management personnel compensation Short-term employee benefits Post-employment benefits Total key management personnel compensation

26 Consolidated Separate financial statements financial statements Six-month period ended 30 June Note Other related parties Revenue from sale of goods Purchases of raw materials and packaging 4,984 4, Overhead costs Cost of rendering of services Dividend income Other income Selling and administrative expenses Purchases of plant and equipment Sales of plant and equipment Sales of assets classified as held for sale 6 1, Balances as at 30 June 2015 and 31 December 2014 with related parties were as follows: Trade accounts receivable from related parties Consolidated Separate financial statements financial statements 30 June 31 December 30 June 31 December Subsidiaries Associates Other related parties Total

27 Short-term loans to and other receivables from related parties Consolidated financial statements Separate financial statements 30 June December June December 2014 Short-term Other Short-term Other Short-term Other Short-term Other loans to receivables Total loans to receivables Total loans to receivables Total loans to receivables Total Subsidiaries , ,230 12, ,264 Associates Other related parties Total , ,330 12, ,264 Long-term loans to and other receivables from related parties Consolidated financial statements Separate financial statements 30 June December June December 2014 Long-term Other Long-term Other Long-term Other Long-term Other loans to receivables Total loans to receivables Total loans to receivables Total loans to receivables Total Subsidiaries , ,821 3, ,720 Other related parties Total , ,832 3, ,730 26

28 Summary of loans to related parties Consolidated Separate financial statements financial statements June December June December Short-term loans - - 2,170 12,182 Long-term loans ,820 3,719 Total ,990 15,901 Movements during the six-month periods ended 30 June 2015 and 2014 of loans to related parties were as follows: Loans to related parties Consolidated Separate financial statements financial statements Six-month period ended 30 June Short-term loans Subsidiaries At 1 January ,182 14,422 Increase - - 1, Reclassify to long-term loan - - (8,843) - Decrease - - (3,000) (4,284) At 30 June - - 2,170 10,579 Long-term loans Subsidiaries At 1 January - - 3,719 2,197 Increase ,629 Reclassify from short-term loan - - 8,843 - Decrease - - (1,560) (33) At 30 June ,820 3,793 Trade accounts payable to related parties Consolidated Separate financial statements financial statements June December June December Associates Other related parties 1,063 1, Total 1,257 1,

29 Short-term loans from and other payables to related parties Consolidated financial statements Separate financial statements 30 June December June December 2014 Short-term Other Short-term Other Short-term Other Short-term Other loans from payables Total loans from payables Total loans from payables Total loans from payables Total Subsidiaries , ,773 7, ,755 Associates Other related parties Total , ,788 7, ,793 Long-term loans from and other payables to related parties Consolidated financial statements Separate financial statements 30 June December June December 2014 Long-term Other Long-term Other Long-term Other Long-term Other loans from payables Total loans from payables Total loans from payables Total loans from payables Total Subsidiaries ,032-15,032 12,569-12,569 28