บร ษ ท อาร ซ แอล จ าก ด (มหาชน)

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1 บร ษ ท อาร ซ แอล จ าก ด (มหาชน) Regional Container Lines Public Company Limited Despite the set back by SARS in April and May, total lifting of Regional Container Lines Public Company Limited had registered an increase by 7% comparing to the same quarter last year. The turnover before exchange difference of the Group had increased by THB139 million in 2Q2003 comparing to the same quarter last year at THB3.25 billion and represented a 4% improvement. The turnover for the first half of 2003 before exchange difference stood at THB6.51 billion and is 7% more than first half of The freight income had increased by 2% from a quarter on quarter basis even with a lower lifting in 2Q2003 and which has demonstrated that rate restoration is in progress. The cost of freight and operation for the second quarter was up by 4% at THB3.03 billion compared to THB2.90 billion for the same quarter last year. Escalating time charter hire together with relatively high bunker price had led to this increase. The cost of freight and operation for 1H2003 was 5% higher than 1H2002 at THB5.95 billion. Considered the improvement in lifting and the increased time charter and bunker expenses, the increase was very much in line and actually reflected a good level of reduction due to the cost savings measure introduced. The group recorded a loss of exchange of THB74 million versus a gain of THB422 million for the same quarter last year. As a result, the 2Q2003 net profit was THB486 Million lower than same period last year at THB148 million. Without accounted for the exchange difference, the net profit for 2Q2003 would be at THB222 million and is 5% higher than same quarter last year. Similarly, the 1H2003 net profit prior to exchange difference would be at THB562 million and represented a 34% improvement comparing to 1H2002. Regional Container Lines PLC August 13, 2003

2 REGIONAL CONTAINER LINES GROUP QUARTERLY EARNING STATEMENTS IN US$ (million US$) 1 st Quarter Half-Year 9 months Yearend 1 st Quarter Half-Year Freight income Cost of freight and operations (excl. depreciation (52.4) (108.7) (167.0) (222.7) (57.2) (117.7) Gross Profit Gross Profit Margin 22.8% 22.6% 22.1% 22.6% 22.1% 21.2% Other income Gain on exchange Total other income Admin expenses (3.8) (8.2) (14.1) (18.6) (4.5) (9.3) Depreciation (5.5) (9.7) (14.4) (19.2) (4.7) (9.4) Loss on exchange (0.1) (0.5) Loss on impairment of fixed assets (5.5) Loss on disposal of vessels 0.0 (1.6) (1.6) (1.6) Total other expenses (9.3) (19.5) (30.1) (44.9) (9.3) (19.2) Interest expenses (3.3) (6.5) (10.4) (13.5) (2.8) (5.5) Profit / (loss) before taxation Income tax 0.0 (0.1) (0.1) (0.1) (0.1) (0.1) Profit / (loss) after taxation Minority interest Net profit / (loss) attributable to members COMPUTATION OF EBITDA Profit / (loss) before taxation Add: Impairment loss Add: Interest EBIT Add: Amortisation Add: Depreciation EBITDA

3 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES REPORT AND INTERIM FINANCIAL STATEMENTS FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED 30 JUNE 2003 AND 2002

4 Report of Independent Auditor To The Board of Directors and Shareholders of Regional Container Lines Public Company Limited I have reviewed the accompanying consolidated balance sheet of Regional Container Lines Public Company Limited and its subsidiaries as at 30 June 2003, and the consolidated statements of earnings for the three-month and six-month periods ended 30 June 2003 and 2002, changes in shareholders equity, and cash flows for the six-month periods ended 30 June 2003 and 2002, and the separate financial statements of Regional Container Lines Public Company Limited for the same periods. These financial statements are the responsibility of the Company s management as to their correctness and the completeness of the presentation. My responsibility is to issue a report on these financial statements based on my reviews. I conducted my reviews in accordance with the auditing standard applicable to review engagements. This standard requires that I plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. I have not performed an audit and, accordingly, I do not express an audit opinion. Based on my reviews, nothing has come to my attention that causes me to believe that the accompanying financial statements are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. I have previously audited 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 2002 in accordance with generally accepted auditing standards and expressed an unqualified opinion on those statements under my report dated 14 February The balance sheet as at 31 December 2002, as presented herein for comparative purposes, formed an integral part of the financial statements which I audited and reported on. I have not performed any other audit procedures subsequent to the date of that report. Vissuta Jariyathanakorn Certified Public Accountant (Thailand) No Ernst & Young Office Limited Bangkok: 1 August

5 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS (Unit: Thousand Baht) CONSOLIDATED THE COMPANY ONLY Note 30 June December June December 2002 (Unaudited (Audited) (Unaudited (Audited) but reviewed) but reviewed) ASSETS Current assets Cash and cash equivalents 1,474,820 1,487, , ,235 Short-term investments in available-for-sale securities - Unit trusts 1,350,000-1,350,000 - Trade accounts receivable 1,835,903 1,866, Less : allowance for doubtful accounts (23,123) (25,488) - - Trade accounts receivable, net 2 1,812,780 1,841, Trade accounts receivable - related par 2, ,315,895 2,159,446 Material supplies 145, ,401 5,988 5,479 Other current assets 185, ,381 35,006 39,571 Total current assets 4,968,055 3,613,648 3,856,489 2,469,731 Non-current assets Property investments held for long-term invest 2,156 2, Investments accounted for under equity 3 105,949 97,871 1,871,546 1,553,724 Other long-term investments 35,668 33, Property and premises, net 2,399,918 2,498,140 23,608 24,743 Vessels and equipment, net 11,548,770 12,116,186 4,966,637 5,092,664 Other non-current assets 4,212 3,669 1,780 1,489 Total non-current assets 14,096,673 14,751,885 6,863,571 6,672,620 TOTAL ASSETS 19,064,728 18,365,533 10,720,060 9,142,351 The accompanying notes are an integral part of the financial statements.

6 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS (Continued) (Unit: Thousand Baht) CONSOLIDATED THE COMPANY ONLY Note 30 June December June December 2002 (Unaudited (Audited) (Unaudited (Audited) but reviewed) but reviewed) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Promissory notes - 1,000,000-1,000,000 Trade accounts payable 1,064,752 1,183, Trade accounts payable - related parties ,301 31,047 Current portion of finance lease creditors 155, , Current portion of long-term loans 4 1,120,944 1,150, , ,642 Other current liabilities 209, ,744 44,696 53,328 Total current liabilities 2,550,456 3,683, ,693 1,283,017 Non-current liabilities Finance lease creditors, net of current portion 216, , Long-term loans, net of current portion 4 6,287,050 7,066, , ,592 Debentures 6 3,500,000 1,000,000 3,500,000 1,000,000 Total non-current liabilities 10,003,515 8,368,312 3,961,019 1,571,592 Total liabilities 12,553,971 12,051,580 4,234,712 2,854,609 Shareholders' equity Share capital Registered 66,300,000 ordinary shares of Baht 10 each 663, , , ,000 Issued and paid-up 66,300,000 ordinary shares of Baht 10 each 663, , , ,000 Share premium 3,073,190 3,073,190 3,073,190 3,073,190 Translation adjustment 728, , , ,660 Retained earnings Appropriated - statutory reserve 66,300 66,300 66,300 66,300 Unappropriated 1,954,021 1,699,592 1,954,021 1,699,592 Equity attributable to Company's shareholders 6,485,348 6,287,742 6,485,348 6,287,742 Minority interest - equity attributable to minority shareholders' of subsidiaries 25,409 26, Total shareholders' equity 6,510,757 6,313,953 6,485,348 6,287,742 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 19,064,728 18,365,533 10,720,060 9,142,351 The accompanying notes are an integral part of the financial statements.

7 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES EARNINGS STATEMENTS FOR THE THREE-MONTH PERIODS ENDED 30 JUNE 2003 AND 2002 (Unit: Thousand Baht) CONSOLIDATED THE COMPANY ONLY Revenues Freight income 3,205,410 3,084, , ,893 Share of profit from investment accounted for under equity method - subsidiaries , ,474 Share of profit from investment accounted for under equity method - associated companies 10,690 5,743 10,690 5,743 Gain on exchange - 422, Other income 36,205 22,336 2, Total revenues 3,252,305 3,535, , ,975 Expenses Cost of freight and operation 2,704,281 2,519, , ,729 Administrative expenses 207, ,577 40,637 24,131 Loss on disposal of vessel - 48, Loss on exchange 74,390-30,621 20,910 Total expenses 2,986,338 2,761, , ,770 Earnings before interest and income tax expenses 265, , , ,205 Interest expenses (116,610) (138,221) (37,946) (33,154) Corporate income tax (1,251) (1,917) (54) 171 Earnings after income tax 148, , , ,222 Net loss - minority interest of subsidiaries Net earnings for the period 148, , , ,222 Basic earnings per share (Unit: Baht) Net earnings Weighted average number of shares (thousand shares 66,300 65,982 66,300 65,982 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 SIX-MONTH PERIODS ENDED 30 JUNE 2003 AND 2002 (Unit: Thousand Baht) CONSOLIDATED THE COMPANY ONLY Revenues Freight income 6,347,525 6,053, , ,898 Share of profit from investment accounted for under equity method - subsidiaries , ,405 Share of profit from investment accounted for under equity method - associated companies 18,434 12,331 18,434 12,331 Gain on exchange - 482, Input tax refund 85,384-85,384 - Other income 61,899 40,990 4,092 1,453 Total revenues 6,513,242 6,588, ,418 1,309,087 Expenses Cost of freight and operation 5,301,602 4,987, , ,402 Administrative expenses 409, ,992 69,502 42,327 Loss on disposal of vessel - 48, Loss on exchange 175,735-42,603 26,777 Total expenses 5,887,044 5,406, , ,506 Earnings before interest and income tax expenses 626,198 1,182, , ,581 Interest expenses (234,473) (281,091) (71,819) (66,195) Corporate income tax (Note 7) (5,351) (3,070) (1,099) (4) Earnings after income tax 386, , , ,382 Net loss - minority interest of subsidiaries 655 1, Net earnings for the period 387, , , ,382 Basic earnings per share (Unit: Baht) Net earnings Weighted average number of shares (thousand shares 66,300 64,830 66,300 64,830 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 SIX-MONTH PERIODS ENDED 30 JUNE 2003 AND 2002 (Unit: Thousand Baht) CONSOLIDATED Issued and Retained earnings Minority paid-up Share Translation Statutory interest of share capital premium adjustment reserve Unappropriated subsidiaries Total Balance - beginning of the yea 636,663 2,986, ,462 63, ,253 28,408 5,071,730 Ordinary share increase 26,337 86, ,249 Translation adjustment - - (23,647) (23,647) Net earnings for the period , ,382 Decrease in minority interest (2,984) (2,984) Balance as at 30 June ,000 3,073, ,815 63,666 1,508,635 25,424 6,058,730 Balance - beginning of the yea 663,000 3,073, ,660 66,300 1,699,592 26,211 6,313,953 Translation adjustment - - (56,823) (56,823) Net earnings for the period , ,029 Dividend paid (Note 8) (132,600) - (132,600) Decrease in minority interest (802) (802) Balance as at 30 June ,000 3,073, ,837 66,300 1,954,021 25,409 6,510,757 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 SIX-MONTH PERIODS ENDED 30 JUNE 2003 AND 2002 (Unit: Thousand Baht) THE COMPANY ONLY Issued and Retained earnings paid-up Share Translation Statutory share capital premium adjustment reserve Unappropriated Total Balance - beginning of the year ,663 2,986, ,462 63, ,253 5,043,322 Ordinary share increase 26,337 86, ,249 Translation adjustment - - (23,647) - - (23,647) Net earnings for the period , ,382 Balance as at 30 June ,000 3,073, ,815 63,666 1,508,635 6,033,306 Balance - beginning of the year ,000 3,073, ,660 66,300 1,699,592 6,287,742 Translation adjustment - - (56,823) - - (56,823) Net earnings for the period , ,029 Dividend paid (Note 8) (132,600) (132,600) Balance as at 30 June ,000 3,073, ,837 66,300 1,954,021 6,485,348 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 SIX-MONTH PERIODS ENDED 30 JUNE 2003 AND 2003 (Unit: Thousand Baht) CONSOLIDATED THE COMPANY ONLY Cash flows from operating activities Net earnings 387, , , ,382 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities :- Depreciation 316, , , ,275 Share of profit from investment accounted for under equity method - subsidiaries - - (366,211) (871,405) Share of profit from investment accounted for under equity method - associated companies (18,434) (12,331) (18,434) (12,331) Loss on disposal of fixed assets - 48, Decrease in allowance for doubtful accounts (2,365) (4,196) - - Unrealised exchange (gain) loss 153,925 (465,916) 43,143 29,833 Minority interest (655) (1,874) , , , ,754 Operating assets (increase) decrease Trade accounts receivable (56,201) (161,679) - 55 Trade accounts receivable - related parties (214,723) 47,909 Material supplies (20,736) (41,206) (509) (230) Other current assets (25,047) (7,630) 4,455 2,306 Other assets (543) 14,994 (291) 14,484 Operating liabilities increase (decrease) Trade accounts payable (119,138) (112,334) - (1,460) Trade accounts payable - related parties - (10,434) 3,194 (192,593) Finance lease creditors (96,954) (96,640) - - Other current liabilities 23,164 35,924 (8,632) (8,099) Net cash provided by (used in) operating activities 540, ,473 (43,319) 30,126 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 SIX-MONTH PERIODS ENDED 30 JUNE 2003 AND 2002 (Unit: Thousand Baht) CONSOLIDATED THE COMPANY ONLY Cash flows from investing activities Purchases of short-term investments in available-for-sale securities - Unit trusts (1,350,000) - (1,350,000) - Decrease (increase) in property, premises, vessels a 348, ,972 (498) 2,174 Decrease in investments accounted for under equity m Decrease in property investments held for long-term in Dividend received from associated company 10,000 7,000 10,000 7,000 Decrease (increase) in other long-term investments (1,865) 3, Decrease in translation adjustment (56,823) (23,647) - - Net cash provided by (used in) investing activities (1,049,369) 159,535 (1,340,498) 9,174 Cash flows from financing activities Increase (decrease) in promissory notes (1,000,000) 1,000,000 (1,000,000) 1,000,000 Decrease in long-term loans (871,587) (798,977) (99,218) (140,603) Cash received from debentures 2,500,000-2,500,000 - Cash received from capital increase - 113, ,249 Dividend paid (132,600) - (132,600) - Net cash provided by financing activities 495, ,272 1,268, ,646 Net increase (decrease) in cash and cash equivalents (12,776) 881,280 (115,635) 1,011,946 Cash and cash equivalents at beginning of period 1,487, , ,235 67,375 Cash and cash equivalents at end of period 1,474,820 1,738, ,600 1,079,321 Supplemental cash flow information :- Cash paid during the period for :- Interest expenses 162, ,937 69,019 69,524 Corporate income tax 1,222 1, The accompanying notes are an integral part of the financial statements.

13 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO INTERIM FINANCIAL STATEMENTS FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED 30 JUNE 2003 AND GENERAL INFORMATION 1.1 Basis for the preparation of the interim financial statements These interim financial statements are prepared in accordance with Accounting Standards Pronouncement No. 41 Interim financial statements, with the Company choosing to present condensed interim financial statements. However, additional line items are presented in the balance sheets, and the related statements of earnings, changes in shareholders equity, and cash flows, as in the annual financial statements. These interim financial statements are intended to provide information additional to that included in the latest annual financial statements. Accordingly, they focus on new activities, events and circumstances so as not to duplicate information previously reported. These interim financial statements should therefore be read in conjunction with the latest annual financial statements. 1.2 Basis of consolidation These consolidated financial statements include the financial statements of Regional Container Lines Public Company Limited and its subsidiaries ( the Group ) and have been prepared on the same basis as that applied for the consolidated financial statements for the year ended 31 December There have been no changes in the composition of the Group during the current period. The consolidated financial statements for the three-month and six-month periods ended 30 June 2003 include the financial statements of a subsidiary in the Peoples Republic of China. These financial statements were prepared by the management of the subsidiary, and have not been reviewed by its auditor. Assets of the subsidiary included as at 30 June 2003 amount to Baht 83 million (31 December 2003: Baht 75 million), and total revenues included for the three-month and six-month periods then ended amount to Baht 17 million and Baht 35 million (30 June 2002: Baht 14 million and Baht 24 million) respectively

14 1.3 Significant accounting policies The interim financial statements are prepared using the same accounting policies and methods of computation as were used for the financial statements for the year ended 31 December 2002, with the following additional accounting policy disclosed: - Investments in available-for-sale securities Investments in available-for-sale securities are determined at fair value. The change in value of securities is recorded as a separate item in shareholders equity until securities are sold, the change shall be included in determining earnings. Fair value of unit trust is valued at net assets value. 2. TRADE ACCOUNTS RECEIVABLE/TRADE ACCOUNTS RECEIVABLE - RELATED PARTIES The balances of trade accounts receivable in the consolidated financial statements are classified by aging as follows: - (Unit: Thousand Baht) CONSOLIDATED 30 June December 2002 Under 90 days 1,755,449 1,849, days 71,235 13, days 9,219 2,912 Over 365 days - 1,413 Total 1,835,903 1,866,758 Less : Allowance for doubtful accounts (23,123) (25,488) Net 1,812,780 1,841,270 A part of the trade accounts receivable of subsidiaries as at 30 June 2003 and 31 December 2002 have been pledged to secure credit facilities granted by banks

15 The balances of trade accounts receivable - related parties in the Company s financial statements are classified by aging as follows: - (Unit: Thousand Baht) THE COMPANY ONLY 30 June December 2002 Under 90 days 220, , days 187, , days 393, ,745 Over 365 days 1,513,646 1,332,090 Total 2,315,895 2,159, 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 30 June 31 December 30 June31 Decembe 30 June31 Decembe 30 June31 Decembe 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 Million S$ 10 Million (1,318) (1,378) d) Regional Container Lines Pte Ltd S$ 42.5 Million S$ 42.5 Million ,173 1,173 2,757 2,826 e) RCL Feeder Pte Ltd. S$ 20.5 Million S$ 20.5 Million (312) f) RCL Service SA USD 10,000 USD 10, g) RCL Holdings Ltd. S$ 0.3 Million S$ 0.3 Million h) RCL Ship Management Pte. Ltd. S$ 0.3 Million S$ 0.3 Million Subsidiary operating in Hong Kong i) Regional Container Lines (HK) Ltd HK$ 4 Million HK$ 4 Million Subsidiary operating in the People s Republic of China j) Regional Container Lines Shipping USD 1.24 MillionUSD 1.24 Million Co.,Ltd. Total investments in subsidiaries 2,112 2,112 1,775 1,

16 (Unit: Million Baht) Percentage directly Share capital issued owned by the Investment Company s name and fully paid Company Cost method Equity method 30 June 31 December 30 June31 Decembe 30 June31 Decembe 30 June31 Decembe Percent Percent Investment in associated company Associated company operating in Thailand k) TIPS Co., Ltd. (Port operating) Baht 100 Million Baht 100 Million Total investment in associated company Total investments accounted for under equity method 2,132 2,132 1,872 1,554 The accumulated shares of the profit of the associated company, as at 30 June 2003 and 31 December 2002, is calculated based on the financial statements of the associated company, which are unreviewed/unaudited by that company s auditor. CONSOLIDATED (Unit: Thousand Baht) 30 June December 2002 The Company s investment in associated company 97,003 88,570 The subsidiaries investments in associated companies 8,946 9,301 Total investments accounted for under equity method 105,949 97, LONG-TERM LOANS The long-term loans have been secured by the mortgage of most of the vessels of the Company and the subsidiaries, and the property of the subsidiaries, and are guaranteed by the Company. As at 30 June 2003 a subsidiary in Singapore has entered period by period knock out swap and interest rate swap agreements for loans amounting to USD million (31 December 2002: USD 62.5 million), to exchange fixed interest rates of % per annum (31 December 2002: % per annum) to an interest rate of LIBOR per annum, which is currently in the range of % per annum (31 December 2002: % per annum)

17 5. 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 periods, the Company had other significant business transactions with its subsidiaries. The transactions are summarised below: - (Unit: Million Baht) For the six-month periods ended 30 June Pricing policy The Company Only Transactions with subsidiaries: Charter freight income Cost plus a margin As at 30 June 2003 and 31 December 2002, the Company has the following balances with its subsidiaries: - (Unit: Million Baht) 30 June December 2002 Trade accounts receivable - related parties Subsidiaries RCL Service SA RCL Feeder Pte Ltd. 1,777 1,572 2,316 2,159 Trade accounts payable - related parties Subsidiaries RCL Ship Management Pte Ltd

18 6. DEBENTURES During the current period, the Company issued and offered 2.5 million units of unsecured and unsubordinated debentures with a par value of Baht 1,000 each, or a total Baht 2,500 million, to be used for the repayment of outstanding promissory notes and debentures of the Company, and for the long-term expansion of business. The maturity period of the debentures is 6 years, with the redemption date being 5 June The debenture holders are entitled to receive interest at a rate of 4 percent per annum for the first three years, and at MLR percent for the following three years. Such interest is payable quarterly. 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. 7. THE COMPANY S CORPORATE INCOME TAX The Company s operating results for the six-month period ended 30 June 2003 can be divided into BOI promoted activities and non-boi promoted activities as follows: - THE COMPANY ONLY (Unit: Baht) For the six-month period ended 30 June 2003 Tax payer number Total BOI NON-BOI BOI Promoted Promoted Promoted Revenues Freight income 242,858,656 1,207, ,231, ,297,356 Share of profit from investment accounted for under equity method subsidiaries - 366,211, ,211,121 Share of profit from investment accounted for under equity method - associated companies - 18,433,684-18,433,684 Gain on exchange - - 7,179,735 7,179,735 Other income 85,598,129 3,876,540-89,474,669 Total revenues 328,456, ,728, ,411, ,596,

19 THE COMPANY ONLY (Unit: Baht) For the six-month period ended 30 June 2003 Tax payer number Total BOI NON-BOI BOI Promoted Promoted Promoted Expenses Cost of freight and operations 201,643,004 1,199, ,521, ,364,229 Administrative expenses 39,912, ,409 29,395,081 69,502,286 Loss on exchange 49,783, ,783,360 Interest expenses 24,370,898 4,076,451 43,371,410 71,818,759 Total expenses 315,710,058 5,470, ,288, ,468,634 Earnings (loss) before income tax 12,746, ,257,995 (8,876,791) 388,127,931 Corporate income tax - (1,098,739) - (1,098,739) Net earnings (loss) for the period 12,746, ,159,256 (8,876,791) 387,029, 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. The dividend was paid in October On 28 April 2003, a meeting of the shareholders approved the payment of the above interim dividend and also approved the payment of an additional dividend of Baht 2 per share to the shareholders, or a total of Baht million. 9. BANK GUARANTEES As at 30 June 2003, there were outstanding bank guarantees of approximately Baht 31 million (31 December 2002: Baht 32 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

20 10. COMMITMENT As at 30 June 2003, overseas subsidiaries had outstanding commitments in respect of lease agreements payable of approximately Baht 12 million (31 December 2002: Baht 28 million). 11. 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 believes that the ultimate resolution of these legal proceedings is not likely to have a material effect on the results of its operations, or financial position. 12. SUBSEQUENT EVENT In July 2003, the Company has entered into the shipbuilding agreements of two vessels amounting to USD 60 million or approximately Baht 2,580 million. 13. 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 area in Thailand, Singapore, Hong Kong, Taiwan and other countries around the South China Sea. Financial information of the Company and its subsidiaries presented by geographical segment are as follows:

21 (Unit: Million Baht) CONSOLIDATED For the six-month period ended 30 June 2003 Thailand Singapore Hong Kong China Total Elimination Grand Total Freight income 475 6, ,387 (1,039) 6,348 Gross profit , ,046 Other income 147 Share of profit from investments accounted for under equity method - associated companies 18 Administrative expenses (410) Loss on exchange (176) Interest expenses (234) Corporate income tax (5) Minority interest 1 Net earnings for the period 387 Property, premises, vessels and equipment 4,993 8, ,003 (54) 13,949 Others 5,116 Total assets 19,065 CONSOLIDATED For the six-month period ended 30 June 2002 Thailand Singapore Hong Kong China Total Elimination Grand Total Freight income 485 6, ,122 (1,069) 6,053 Gross profit , ,066 Other income 41 Share of profit from investments accounted for under equity method - associated companies 12 Gain on exchange 482 Administrative expenses (370) Loss on disposal vessel (49) Interest expenses (281) Corporate income tax (3) Minority interest 2 Net earnings for the period

22 (Unit: Million Baht) As at 31 December 2002 Thailand Singapore Hong Kong China Total Elimination Grand Total Property, premises, vessels and equipment 5,121 9, ,677 (63) 14,614 Others 3,752 Total assets 18, APPROVAL OF INTERIM FINANCIAL STATEMENTS These interim financial statements have been approved by the directors of the Company

23 REGIONAL CONTAINER LINES GROUP QUARTERLY EARNING STATEMENTS IN US$ (million US$) 1 st Quarter Half-Year 9 months Yearend 1 st Quarter Half-Year Freight income Cost of freight and operations (excl. depreciation (52.4) (108.7) (167.0) (222.7) (57.2) (117.7) Gross Profit Gross Profit Margin 22.8% 22.6% 22.1% 22.6% 22.1% 21.2% Other income Gain on exchange Total other income Admin expenses (3.8) (8.2) (14.1) (18.6) (4.5) (9.3) Depreciation (5.5) (9.7) (14.4) (19.2) (4.7) (9.4) Loss on exchange (0.1) (0.5) Loss on impairment of fixed assets (5.5) Loss on disposal of vessels 0.0 (1.6) (1.6) (1.6) Total other expenses (9.3) (19.5) (30.1) (44.9) (9.3) (19.2) Interest expenses (3.3) (6.5) (10.4) (13.5) (2.8) (5.5) Profit / (loss) before taxation Income tax 0.0 (0.1) (0.1) (0.1) (0.1) (0.1) Profit / (loss) after taxation Minority interest Net profit / (loss) attributable to members COMPUTATION OF EBITDA Profit / (loss) before taxation Add: Impairment loss Add: Interest EBIT Add: Amortisation Add: Depreciation EBITDA

24 6 August 2003 The Board of Directors Regional Container Lines Public Company Limited 30th Floor, Panjathani Tower 127/35 Ratchadapisek Road Yannawa District BANGKOK Dear Sirs, Consolidated financial statements in United States Dollars As requested, we have obtained from the management the consolidated balance sheets as at 30 June 2003 and 31 December 2002, and the statements of earnings and retained earnings for the six-month periods ended 30 June 2003 and 2002 of Regional Container Lines Public Company Limited and its subsidiaries ( the Group ) in United States Dollars ( USD ) and performed the following procedures as agreed upon: - (i) (ii) (iii) We obtained management s basis in determining exchange rates applied in the translation of financial information. We recomputed the translation of financial information into USD. We checked the casting and extension of the translated USD financial information in the statements. The above procedures do not constitute either an audit or a review in accordance with Thai generally accepted auditing standards and the basis of translation is not necessarily in compliance with Thai generally accepted accounting principles. We therefore cannot give any assurance on the basis of these procedures. The above procedures were performed solely to assist you in the preparation of the financial information in USD for presentation to your bankers for the purpose of their facilities review, and are not to be referred to for any other purposes or distributed to any other parties without our prior consent. Yours faithfully, ERNST & YOUNG OFFICE LIMITED Vissuta Jariyathanakorn Partner

25 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 30 June December 2002 Million Million Million Million Baht USD Baht USD ASSETS Current assets Cash and cash equivalents 1, , Short-term investment in available-for-sale securities - Unit trusts 1, Trade accounts receivable, net 1, , Other current assets Total current assets 4, , Non-current assets Property and premises, net 2, , Vessels and equipment, net 11, , Other non-current assets Total non-current assets 14, , TOTAL ASSETS 19, , See Basis of Preparation

26 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Continued) 30 June December 2002 Million Million Million Million Baht USD Baht USD LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Promissory notes - - 1, Trade accounts payable 1, , Current portion of finance lease creditors Current portion of long-term loans 1, , Other current liabilities Total current liabilities 2, , Non-current liabilities Finance lease creditors - net of current portion Long-term loans - net of current portion 6, , Debentures 3, , Total non-current liabilities 10, , Total liabilities 12, , Shareholders' equity Share capital Issued and fully paid 66,300,000 ordinary shares of Baht 10 each Share premium 3, , Translation adjustment (4.3) (2.1) Retained earnings Appropriated - statutory reserve Unappropriated 1, , Equity attributable to Company's shareholders 6, , Minority interest - equity attributable to minority shareholders of subsidiaries Total shareholders' equity 6, , TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 19, , See Basis of Preparation

27 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF EARNINGS AND RETAINED EARNINGS FOR THE SIX-MONTH PERIODS ENDED 30 JUNE 2003 AND Million Million Million Million Baht USD Baht USD EARNINGS Revenues Freight income 6, , Gain on exchange Other income Total revenues 6, , Expenses Cost of freight and operations 5, , Depreciation Administrative expenses Loss on disposal of fixed assets Loss on exchange Total expenses 5, , Earnings before interest and income tax expenses , Interest expenses (234.5) (5.5) (281.1) (6.5) Corporate income tax (5.3) (0.1) (3.1) (0.1) Earnings after income tax Net loss - minority interest Net earnings for the period RETAINED EARNINGS Retained earnings - unappropriated Balance - beginning of period 1, Net earnings for the period Dividend paid (132.6) (3.1) - - Total retained earnings - unappropriated 1, , Retained earnings - appropriated Statutory reserve Total retained earnings - appropriated Total retained earnings 2, , See Basis of Preparation

28 RCL 6/8/2003 BASIS OF PREPARATION 1. THAI BAHT FIGURES The Thai Baht figures in the balance sheet as at 30 June 2003 and profit and loss accounts for the six-month periods ended 30 June 2003 and 2002 were extracted from the reviewed consolidated financial statements. The Thai Baht figures in the balance sheet as at 31 December 2002 were extracted from the audited consolidated financial statements. The consolidated financial statements included the financial statements of Regional Container Lines Public Company Limited (hereinafter called the Company ) and its subsidiaries in Thailand, Singapore, Hong Kong and the People s Republic of China. For consolidation purposes, foreign currency financial statements of the subsidiaries were translated into Thai Baht at the closing exchange rates as to assets and liabilities, and at the average rates as to revenues and expenses. The resultant difference has been presented under the caption of Translation adjustment in the shareholders equity. 2. USD FIGURES 2.1 The USD figures in the consolidated balance sheets were determined by translating the Thai Baht consolidated balance sheets of the Group using the following exchange rates :- a) For assets and liabilities, we used the following approximate rates :- As of 30 June 2003 : USD 1 = Baht As of 31 December 2002 : USD 1 = Baht b) The approximate rates as of 1 January 1997 were used for brought-forward balances of share capital, share premium, investments, property, vessels and equipment:- For the Company and its Thailand subsidiary USD 1 = Baht

29 RCL 6/8/2003 For its Singapore subsidiaries USD 1 = SGD For its Hong Kong subsidiaries USD 1 = HKD c) Approximate rates as at the transaction dates were used for additional share capital, share premium, property, vessels and equipment, and disposals of vessels and equipment. Any differences have been included in Translation adjustment. 2.2 The USD figures in the consolidated profit and loss accounts were determined by translating the Thai Baht consolidated profit and loss accounts of the Group using the average exchange rates, which were as follows :- 30 June 2003 : USD 1 = Baht June 2002 : USD 1 = Baht

30 REGIONAL CONTAINER LINES GROUP QUARTERLY EARNING STATEMENTS IN THAI BAHT (million baht) 1 st Quarter Half-Year 9 months Yearend 1 st Quarter Half-Year Freight income 2, , , , , ,347.5 Cost of freight and operations (excl. depreciation (2,291.5) (4,682.2) (7,164.3) (9,577.2) (2,446.5) (5,000.3) Gross Profit , , , ,347.2 Gross Profit Margin 22.8% 22.7% 22.1% 22.6% 22.1% 21.2% Other income Gain on exchange Total other income Admin expenses (168.3) (354.0) (603.2) (797.7) (194.4) (394.3) Depreciation (184.6) (321.6) (480.0) (641.1) (158.5) (316.7) Loss on exchange (101.3) (175.7) Loss on impairment of fixed assets (203.1) Loss on disposal of vessels 0.0 (48.5) (48.7) (48.9) Total other expenses (352.9) (724.1) (1,131.9) (1,690.8) (454.2) (886.7) Interest expenses (142.9) (281.1) (445.7) (581.7) (117.9) (234.5) Profit / (loss) before taxation , , Income tax (1.2) (3.1) (5.5) (6.4) (4.1) (5.3) Profit / (loss) after taxation , , Minority interest Net profit / (loss) attributable to members , , COMPUTATION OF EBITDA Profit / (loss) before taxation , , Add: Impairment loss Add: Interest EBIT , , , Add: Amortisation Add: Depreciation EBITDA , , ,

31 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES REPORT AND INTERIM FINANCIAL STATEMENTS FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED 30 JUNE 2003 AND 2002

32 Report of Independent Auditor To The Board of Directors and Shareholders of Regional Container Lines Public Company Limited I have reviewed the accompanying consolidated balance sheet of Regional Container Lines Public Company Limited and its subsidiaries as at 30 June 2003, and the consolidated statements of earnings for the three-month and six-month periods ended 30 June 2003 and 2002, changes in shareholders equity, and cash flows for the six-month periods ended 30 June 2003 and 2002, and the separate financial statements of Regional Container Lines Public Company Limited for the same periods. These financial statements are the responsibility of the Company s management as to their correctness and the completeness of the presentation. My responsibility is to issue a report on these financial statements based on my reviews. I conducted my reviews in accordance with the auditing standard applicable to review engagements. This standard requires that I plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. I have not performed an audit and, accordingly, I do not express an audit opinion. Based on my reviews, nothing has come to my attention that causes me to believe that the accompanying financial statements are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. I have previously audited 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 2002 in accordance with generally accepted auditing standards and expressed an unqualified opinion on those statements under my report dated 14 February The balance sheet as at 31 December 2002, as presented herein for comparative purposes, formed an integral part of the financial statements which I audited and reported on. I have not performed any other audit procedures subsequent to the date of that report. Vissuta Jariyathanakorn Certified Public Accountant (Thailand) No Ernst & Young Office Limited Bangkok: 1 August

33 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS (Unit: Thousand Baht) CONSOLIDATED THE COMPANY ONLY Note 30 June December June December 2002 (Unaudited (Audited) (Unaudited (Audited) but reviewed) but reviewed) ASSETS Current assets Cash and cash equivalents 1,474,820 1,487, , ,235 Short-term investments in available-for-sale securities - Unit trusts 1,350,000-1,350,000 - Trade accounts receivable 1,835,903 1,866, Less : allowance for doubtful accounts (23,123) (25,488) - - Trade accounts receivable, net 2 1,812,780 1,841, Trade accounts receivable - related par 2, ,315,895 2,159,446 Material supplies 145, ,401 5,988 5,479 Other current assets 185, ,381 35,006 39,571 Total current assets 4,968,055 3,613,648 3,856,489 2,469,731 Non-current assets Property investments held for long-term invest 2,156 2, Investments accounted for under equity 3 105,949 97,871 1,871,546 1,553,724 Other long-term investments 35,668 33, Property and premises, net 2,399,918 2,498,140 23,608 24,743 Vessels and equipment, net 11,548,770 12,116,186 4,966,637 5,092,664 Other non-current assets 4,212 3,669 1,780 1,489 Total non-current assets 14,096,673 14,751,885 6,863,571 6,672,620 TOTAL ASSETS 19,064,728 18,365,533 10,720,060 9,142,351 The accompanying notes are an integral part of the financial statements.

34 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS (Continued) (Unit: Thousand Baht) CONSOLIDATED THE COMPANY ONLY Note 30 June December June December 2002 (Unaudited (Audited) (Unaudited (Audited) but reviewed) but reviewed) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Promissory notes - 1,000,000-1,000,000 Trade accounts payable 1,064,752 1,183, Trade accounts payable - related parties ,301 31,047 Current portion of finance lease creditors 155, , Current portion of long-term loans 4 1,120,944 1,150, , ,642 Other current liabilities 209, ,744 44,696 53,328 Total current liabilities 2,550,456 3,683, ,693 1,283,017 Non-current liabilities Finance lease creditors, net of current portion 216, , Long-term loans, net of current portion 4 6,287,050 7,066, , ,592 Debentures 6 3,500,000 1,000,000 3,500,000 1,000,000 Total non-current liabilities 10,003,515 8,368,312 3,961,019 1,571,592 Total liabilities 12,553,971 12,051,580 4,234,712 2,854,609 Shareholders' equity Share capital Registered 66,300,000 ordinary shares of Baht 10 each 663, , , ,000 Issued and paid-up 66,300,000 ordinary shares of Baht 10 each 663, , , ,000 Share premium 3,073,190 3,073,190 3,073,190 3,073,190 Translation adjustment 728, , , ,660 Retained earnings Appropriated - statutory reserve 66,300 66,300 66,300 66,300 Unappropriated 1,954,021 1,699,592 1,954,021 1,699,592 Equity attributable to Company's shareholders 6,485,348 6,287,742 6,485,348 6,287,742 Minority interest - equity attributable to minority shareholders' of subsidiaries 25,409 26, Total shareholders' equity 6,510,757 6,313,953 6,485,348 6,287,742 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 19,064,728 18,365,533 10,720,060 9,142,351 The accompanying notes are an integral part of the financial statements.

35 REGIONAL CONTAINER LINES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES EARNINGS STATEMENTS FOR THE THREE-MONTH PERIODS ENDED 30 JUNE 2003 AND 2002 (Unit: Thousand Baht) CONSOLIDATED THE COMPANY ONLY Revenues Freight income 3,205,410 3,084, , ,893 Share of profit from investment accounted for under equity method - subsidiaries , ,474 Share of profit from investment accounted for under equity method - associated companies 10,690 5,743 10,690 5,743 Gain on exchange - 422, Other income 36,205 22,336 2, Total revenues 3,252,305 3,535, , ,975 Expenses Cost of freight and operation 2,704,281 2,519, , ,729 Administrative expenses 207, ,577 40,637 24,131 Loss on disposal of vessel - 48, Loss on exchange 74,390-30,621 20,910 Total expenses 2,986,338 2,761, , ,770 Earnings before interest and income tax expenses 265, , , ,205 Interest expenses (116,610) (138,221) (37,946) (33,154) Corporate income tax (1,251) (1,917) (54) 171 Earnings after income tax 148, , , ,222 Net loss - minority interest of subsidiaries Net earnings for the period 148, , , ,222 Basic earnings per share (Unit: Baht) Net earnings Weighted average number of shares (thousand shares 66,300 65,982 66,300 65,982 The accompanying notes are an integral part of the financial statements.