THAIBEV : ANNUAL REPORT 2010 by SI.com(Thailand)

CONTENTS 3 4 8 10 22 24 36 38 40 52 56 67 92 94 95 98 100 102 113 117 118 119 201 214 215

Annual Report 2010 | Thai Beverage Public Company Limited

BEYOND HORIZON Horizon … may seem to be limitation but in fact, it stretches far beyond any boundaries. To achieve business sustainability requires various factors besides ﬁnancial goals. These aspects include international recognition of the highest production standards, human resources development to ensure readiness for changes and global competition, cutting-edge technology and leading operations which lead to the excellent performance. To reach our ultimate goal of being an organization with transparency, stability and management of world-class production, revered and admired by customers and consumers alike, the company must be prompt to harness powerful ideas and business edges to make beneﬁcial contributions to the society. ThaiBev’s Philosophy therefore does not see “horizon” as limitation, since our vision stretches far beyond to achieve business and social excellence. We aim to be a “green” organization that cares for the society and environment; our goals and objectives guide us to create and nurture the sustainable abundance of nature and human’s quality of life. “Green”, is not only our company’s color, but also a symbol of our care for the society and the world.

INVESTOR INFORMATION Thai Beverage Public Company Limited is listed on the Singapore Exchange (SGX-ST) main board. SGX Ticker

THBEV

Reuters

THAIBEV’S STOCK PERFORMANCE

tbev.si

Bloomberg

thbev sp

Google Finance

SIN:Y92

ThaiBev Close

STI Rebased

SET Rebased

Price (S$) 0.4 0.35

IPO date

0.3

May 30, 2006

0.25

IPO offer price

0.2

S$ 0.28

0.15

Fiscal year ends

0.1

Note: STI and SET indices are rebased in order to compare with ThaiBev’s price.

December 31

0.05

External Auditor KPMG Phoomchai Audit Ltd.

2010

4 Jan 15 Feb 29 Mar 10 May 22 Jun 3 Aug 14 Sep 26 Oct 7 Dec

Dividend Policy not less than 50% of net proﬁt after deducting all appropriated

THAIBEV’S MONTHLY VOLUME

reserves and investments Vol. (M Shares) 500 450 400

Share price * 2010 High S$ 0.30 2010 Low S$ 0.245 * data from January 4, 2010

350 300 250 200

to December 31, 2010

150 100

Investor Relations Contact Investor Relations Department Thai Beverage Public Company Limited 14 Vibhavadi Rangsit Rd., Chomphon Chatuchak, Bangkok 10900 THAILAND

2010

Jan

Feb

Mar

Apr

Investor Relations Department E-mail: ir@thaibev.com Panya Thongchai Tel: +662 785 5035 Fax: +662 272 2280 E-mail: panya.t@thaibev.com Namfon Aungsutornrungsi Tel: +662 785 5037 Fax: +662 272 2280 E-mail: namfon.a@thaibev.com

Ariya Silakorn Tel: +662 785 5036 Fax: +662 272 2280 E-mail: ariya.s@thaibev.com Corporate website: www.thaibev.com IR website: www.thaibev.com/ir.html

May

Jun

Jul

$XJ

Sep

Oct

1RY

0 Dec

Annual Report 2010 | Thai Beverage Public Company Limited

FINANCIAL HIGHLIGHTS Annual Report 2010 Thai Beverage Public Company Limited

Restated*

2010

2009

Revenue from sales

121,361

107,969

Total revenues

121,735

108,258

Cost of sales

88,097

76,610

Gross proﬁt

33,264

31,359

Operating proﬁt

14,690

15,264

EBIT

15,064

15,553

Net proﬁt

10,721

10,643

4,492

4,356

19,556

19,909

Current assets

35,190

33,492

Non-current assets

42,112

43,658

Total assets

77,302

77,150

Current liabilities

18,370

18,090

704

2,616

Total liabilities

19,074

20,706

Shareholders’ equity

58,228

56,444

Total liabilities and shareholders’ equity

77,302

77,150

Statements of Income (Mil.Baht)

Depreciation and amortisation EBITDA

Balance Sheets (Mil.Baht)

Non-current liabilities

Liquidity Ratio Current Ratio

times

1.91

1.85

Quick Ratio

times

0.44

0.40

Average Collection Period

days

5.97

6.03

Average Inventory Period

days

110.50

133.22

Average Payable Period

days

14.29

15.55

Cash Cycle

days

102.18

123.70

Restated*

2010

2009

Proﬁtability Ratio Gross Proﬁt Margin

27.41

29.04

EBITDA Margin

16.11

18.44

EBIT Margin

12.41

14.41

Operating Cash Flows to Operating Proﬁt Ratio

103.56

115.44

Net Proﬁt Margin

8.83

9.86

Return on Equity

18.70

19.27

Return on Assets

13.88

13.54

Return on Fixed Assets

28.90

27.53

times

1.57

1.37

Debt to Equity Ratio

times

0.33

0.37

Interest Bearing Debt to Equity Ratio

times

0.16

0.21

Interest Bearing Debt to EBITDA Ratio

times

0.48

0.60

Interest Coverage Ratio

times

75.59

36.29

Dividend Payout Ratio

83.33

78.57

Efﬁciency Ratios

Total Assets Turnover

Leverage Ratios

* Restated with fair value of acquiree net assets from the acquisition in late 2009 per valuation report from independent ﬁnancial advisor.

Annual Report 2010 | Thai Beverage Public Company Limited

Sales of Baht

121.4

Billion in 2010

from spirits 63% from beer 28%

IURP 1RQ $OFRKRO 2WKHUV

Total Sales Billion Baht

2010 2009

121.4 108.0

White 348

Spirits: Volume

2010

Brown 168

Beer: Volume

Million liters

Million liters 2010

503

Chang Other

2009

White 346

Chang

Brown 141

Other

Million liters

484 87

Annual Report 2010 | Thai Beverage Public Company Limited

MESSAGE FROM THE CHAIRMAN

Dear Shareholders 2010 was considered a least favorable year for the Thai business community. Despite long-drawn-out demonstrations with violent outcome, the nation’s overall economy in 2010 managed to generate a GDP growth of 7.8% when compared to a contraction of 2.3% in 2009. ThaiBev shone through with our resilience, delivering positive growth at the top and bottom line with sales growth across all business segments. This year, we launched full-scale into our “premiumisation” strategy and have begun to enjoy the fruits of our success. Our Group’s net proﬁt grew by Baht 10,721 million or 0.7% year-on-year in 2010 and a testament to the success of our premiumisation strategy. I am pleased that our management has done well to deliver strong business performance in a year of uncertainty. We see corporate social responsibility (CSR) as one of our greatest missions. We focus on different dimensions of CSR with programs that involve the social, religious, educational, public health, sports and cultural aspects. Some examples include “ThaiBev… Unites to Fight the Cold”, a project that has been carried out for more than 10 years in Thailand where blankets are offer to villagers who live in remote areas in preparation for the harsh winter period. As a publically listed company, we adhere and comply with the strictest guidelines of the Singapore Exchange. Since our listing, ThaiBev has received numerous awards and recognitions from the investment community for our good corporate governance and transparent conduct. On behalf of the board members and the management team, I would like to assure all shareholders that ThaiBev will continue to honor and uphold the highest standards of integrity in its business dealings. Amongst the key commitments from the management team, a priority is to strive to deliver the highest returns to our shareholders by executing on the board’s directive in the best interest of every stakeholder. ThaiBev intends to maintain its dividend policy of a payout ratio not less than 50% of net proﬁt after deducting all appropriated reserves and investment. I would like to take this opportunity to express my sincere gratitude to the Board of Directors and the management team for their tireless pursuit to achieve the company’s goal. Furthermore, my appreciation to our business partners and alliances for your kind support throughout the year, and more importantly, I would like to acknowledge and thank all of our shareholders for your loyalty and belief in the ThaiBev’s businesses and our long-term vision.

Charoen Sirivadhanabhakdi Chairman of the Board

Annual Report 2010 | Thai Beverage Public Company Limited

CEO TALK

Dear Shareholders In 2010, the overall Thai economy saw positive growth despite several adverse factors throughout the year, including the uncertain global economy, the domestic political situations, the Baht currency fluctuation as well as the severe floods nationwide. Thailand’s economy gradually showed signs of improvement late last year when these situations subsided. Against this backdrop, ThaiBev shone through with our resilience, delivering positive sales growth across all business segments. In 2010, total sales were Baht 121,361 million, an increase of 12.4%. Gross profit was Baht 33,264 million, an increase of 6.1%. Net profit was Baht 10,721 million, an increase of 0.7%. Group’s sales across ThaiBev’s range of products such as spirits, beer, and non-alcohol beverages delivered reasonably strong results. We are attributing this desirable outcome mostly to our premiumisation strategy. Hence, we will continue to

implement this strategy to further compete with our import counterparts in the area of on-premise trade like hotels, restaurants, and entertainment establishment. And in the area of brand emphasis, we will continue to reinforce and promote our leading brands like Hong Thong, Blend 285, SangSom, and Mekhong. For the beer segment, I am delighted to report that we have been seeing positive results from our brand refresh and re-launch strategy for the new Chang Classic, Chang Draught, and Chang Light. The annual beer sale in terms of value has grown by 11.7%. Rigorous sports and music platform marketing campaigns executed during the year has been the major impetus that elevated and heightened Chang beer’s brand awareness amongst consumers. Demand for ThaiBev’s non-alcohol beverages continued to grow in 2010, led by Oishi’s ready-to-drink (RTD) tea product with volume growth of approximately 30.1%. Oishi continues to maintain a leading market share of 60.7%. To meet the growing popularity and demand for RTD tea consumption in Thailand, new Cold Aseptic Filling production lines were added. The new production lines consist of two-phase implementation that expects to yield additional 124 million liters of capacity per year. The ﬁrst, starting February 2011, the new lines will begin producing bottled RTD tea and to be followed by the second-phase commencing in third quarter for additional UHT pack RTD production. This will bring Oishi total annual production capability to 393 million liters. As the Oishi brand becomes more recognised, we will look into ways to leverage on this prominence brand for further market expansion. Sales of drinking water grew by 80.1% while that of soda water grew by 79.9%. Although these products display strong growth percentage, they have generally grown from a lower base. Drinking water and soda water segment are highly competitive. But we are determined to grow in this area. As such, we will continue to support both products with brand building campaign.

Our international sales performance, in terms of value, grew by 20.5% driven by three focus regions – the United States, UK/Europe and Asia. Much of the contribution has predominately been in the area of spirits produced by our Scottish’s holding, Inver House Distillers. Our scotch whiskey brand, Speyburn, continues to outperform our expectations. We are also pleased to see continuing growth for our Chang beer export. As for China, our North Asian subsidiary Yunnan Yulinquan Liquor Co., Ltd., the white spirits operation has achieved 32% sales growth and is profitable. Although overall international revenue contribution to the Group consists of around 3%, I am confident that this portion will steadily increase over time through brand marketingsupported activities. The management team is conﬁdent that our continuous branding activities, together with internal progress of the organization both in local and international markets, will drive growth of both top-line and bottom-line of the Company to meet our estimates. I, on behalf of the management team, would like to thank you for your support and look forward to such warm encouragement as we step forward.

Thapana Sirivadhanabhakdi President and CEO

A nn ua Ann Annual ual Rep Repo Report o rt 201 20 2010 0 0 | Th Thai a Bev Beverage g Pu Publicc C Co Company mpan mp mpa n y Lim ny Limited imite ted

Business operations with transparency and accountability in compliance with good corporate governance.

Experienced and skillful management team, combined with creative and refreshing new generation.

Focuses on Human resources development through provision of training courses and modernization of organization to ensure readiness for the ever-changing business.

STRATEGY

GOOD GOVERNANCE

Apart from sound operating result, an excellent organization shall process good corporate governance and focus on development of ethical and capable human resources. ThaiBev therefore aims to develop its people to be great both in aspect of business and morality and; to righteously and appropriately apply their capability to achieve peaceful and thriving co-existence with the community. Each step of our growth reﬂects our people’s achievement to drive the organization forward, along with the social and environmental development, in order to establish sustainable balance in the world of business and the world we live in.

ThaiBev Group’s strategy aims to enhance its competing ability, including increase in revenues and proﬁtability and building of image and knowledge base.

Thai Beverage Training Co., Ltd. was established with the key mission to train and develop quality human resources for every aspect of business.

ThaiBev won the Runner-Up title in the category of Most Transparent Company Award 2010: Foreign Listings, from Securities Investors Association (Singapore) (SIAS).

Annual Report 2010 | Thai Beverage Public Company Limited

ACCEPTANCE

LEADERSHIP

Our long-standing experience, success, and expertise in food and beverage industry, coupled with our innovative product ideas, makes ThaiBev brands well-accepted among domestic and overseas consumers. To proudly secure the leading position in the global market, we are inspired to become a leader in product creation along with fostering business stability – a leader who is swift to respond to changes in global market.

ThaiBev’s beer business of 2010 has been improving gradually consequent to the Company’s restructured distribution and Chang Beer re-branding in Q4 of 2009.

ThaiBev’s spirits business in 2010 witnessed continuous growth, mainly derived from growth in brown spirits. Hong Thong and Blend 285 were main contributors are popular among consumers due to their value-for-money quality and price.

Apart from adherence to the Good Corporate Governance, ThaiBev focuses on maintaining its production standards to strive for international recognition in respect of its product quality.

In 2010, Mekhong spirit won International Wine and Spirit Competition Award and Los Angeles International Wine & Spirits Award.

Chang beer won the Gold Medal for Beers, Waters, Soft Drinks and Non-Alcohol Beverages from World Selection 2010 of Monde Selection Bruxelles International Institute for Quality Selections. Since Chang beer received the gold medal for 3 consecutive years from 2008-2010, it was awarded the International High Quality Trophy as an honorary guarantee.

Annual Report 2010 | Thai Beverage Public Company Limited

Mekhong Spirit is broadly available in the US market, especially in major cities. Many delightful Mekhong cocktails such as “Sabai Sabai” and “Lemongrass Lawan” have been introduced since.

Chang beer is available at Thai restaurants in London and more than 30 cities across the world and impresses consumers with superb taste and quality that lives up to its reputation as the award- winning Thai beer.

STANDARD

INTERNATIONAL

Internationally-acclaimed products possess subtle ﬂavor that pleases delicate taste buds of consumers in different markets. To be the preferred choice of different demographics thus presents major challenge in terms of product development and in-depth market understanding, combinded with “international standards” creativity, management, production and distribution, in which ThaiBev take pride.

TRIS afﬁrmed the rating of Thai Beverage Public Company Limited at “AA” with a “Stable” outlook. S&P and Moody’s, global rating agencies, also afﬁrmed ThaiBev’s rating at “BBB” rating with a “Stable” outlook, and Baa2 with a Stable outlook, respectively.

IBHL aims to be a global player with a comprehensive product portfolio for international markets across the globe.

Annual Report 2010 | Thai Beverage Public Company Limited

SUCCESS

ACHIEVEMENT

ThaiBev takes pride in domestic and international recognition symbolized in awards presented by leading and prominent institutions. We are inspired by such recognition to further raise our standards in every dimension. Our devotion only grows stronger, fueled by the faith in being a transparent organization with award-winning products, well environmental conservation and development of the quality of life of our people and the surrounding communities. These are our prestigious prizes, which drive us to look beyond the horizon and reach for even greater goals that lie ahead.

SIAS Investors Choice Award for Most Transparent Company 2006, 2009, 2010

Prime Minister Industry Award 2009, 2010

Best IR in Singapore Market by a Thai Company 2006, 2007, 2008

International High Quality Trophy 2010 - Chang Beer

International Golden Award for Food & Beverages - SangSom 1982, 1983, 2006

Australiaâ&#x20AC;&#x2122;s A.I.B.A. Gold medal in 1998, 2007

Annual Report 2010 | Thai Beverage Public Company Limited

LOCAL

GLOBAL

To gauge how far the horizon is, we have to move toward it. ThaiBev has journeyed through limitations in forms of distance, nations and languages. To us, the world has become one. We are now poised to introduce Thai-style happiness to world consumers, a window of opportunity for the world to learn about and appreciate Thai brands, which lead to sincere recognition. ThaiBev is expanding from existing to new territories with focus on systematic development. Our 360 degree vision makes possible product diversity, quality production, intensive efﬁciency enhancement of technology, human resources and sales and marketing system. From where we stand, the business horizon simply records how far we have ﬂourished and; we are ready to move beyond the horizon to contribute to prosperity of the organization, society and to preserve environment with unbroken devotion.

BANGKOK

Thai Beverage Logistics Co., Ltd. (TBL) is working around the clock; Day and Night, to deliver its high quality products to destinations in Thailand and overseas.

SHANGHAI

TBL provides logistics service across Thailand equivalent to approximately 1,400 million liters per year.

TBL is one of the largest distribution networks in Thailand and among the biggest ones in Southeast Asia.

LONDON

InterBev has ofﬁces in seven countries distributing and selling our beverage products to over 80 countries.

Local partners and management team are critical factors to IBHL when it engages in new markets, as well as having on team key executives with long experience in the beer and spirits businesses from different countries around the world.

ThaiBev is determined to expand overseas. It entered the Chinese market in 2009 through the acquisition of Yunnan Yulinquan Liquor Co., Ltd.

Annual Report 2010 | Thai Beverage Public Company Limited

SHAREHOLDING STRUCTURE As at December 31, 2010

Thai Beverage Public Company Limited Authorized share capital of Baht 29,000,000,000 with paid-up capital of Baht 25,110,025,000 consisting of 25,110,025,000 issued common shares, with the par value of Baht 1 each. 100%

100%

Distillery Group 100%

Sangsom Co., Ltd.

100%

Brewery Group 100%

100%

Beer Group

Beer Thip Brewery (1991) Co., Ltd.

100%

Liquor Marketing Group 100%

Pomthip Co., Ltd.

100%

Sole Agent Group 100%

Num Yuk Co., Ltd.

100%

Marketing Group 100%

Thipchalothorn Co., Ltd.

Overseas Group

Thai Beverage Marketing Co., Ltd.

100%

Fuengfuanant Co., Ltd.

100%

Cosmos Brewery (Thailand) Co., Ltd.

100%

Pomkit Co., Ltd.

100%

Num Kijjakarn Co., Ltd.

100%

Krittayabun Co., Ltd.

100%

Chang International Co., Ltd.

100%

Mongkolsamai Co., Ltd.

100%

Pomklung Co., Ltd.

100%

Num Palang Co., Ltd.

100%

Surathip Co., Ltd.

100%

Chang Corp Co., Ltd.

100%

Beer Thai (1991) Public Company Limited

Thanapakdi Co., Ltd.

100%

Pomchok Co., Ltd.

100%

Num Muang Co., Ltd.

100%

Sunthornpirom Co., Ltd.

100%

Piromsurang Co., Ltd.

100%

Vidhayathan Co., Ltd.

100%

Kanchanasingkorn Co., Ltd.

100%

Pomcharoen Co., Ltd.

100%

Num Nakorn Co., Ltd.

100%

Sura Piset Thipharat Co., Ltd.

100%

Pomburapa Co., Ltd.

100%

Num Thurakij Co., Ltd.

100%

Sura Bangyikhan Co., Ltd.

100%

Pompalang Co., Ltd.

100%

Numrungrod Co., Ltd.

100%

Pomnakorn Co., Ltd.

100%

Numthip Co., Ltd.

100%

Mekhong Distillery Limited

100%

Athimart Co., Ltd.

100%

(D) (N)

Dhospaak Co., Ltd.

International Beverage Holdings Limited 100%

InterBev (Singapore) Limited

100%

InterBev (Cambodia) Co., Ltd.

100%

InterBev Malaysia Sdn. Bhd.

100%

Best Spirits Company Limited

100%

International Beverage Holdings (China) Limited

100%

International Beverage Holdings (UK) Limited

100%

InterBev Trading (China) Limited

100%

Yunnan Yulinquan Liquor Co., Ltd.

S.S. Karnsura Co., Ltd.

100%

International Beverage Holdings Limited USA, Inc.

100%

Kankwan Co., Ltd.

100%

Blairmhor Limited

100%

Theparunothai Co., Ltd.

100%

Red Bull Distillery (1988) Co., Ltd.*

100%

United Winery and Distillery Co., Ltd.

100%

Simathurakij Co., Ltd.

100%

Nateechai Co., Ltd.

100%

Luckchai Liquor Trading Co., Ltd.

100%

Sura Piset Pattharalanna Co., Ltd.*

100%

99.99%

United Products Co., Ltd.

100%

Business Development Group (Supply Chain Group)

Non-Alcohol Beverage and Food Business Group

89.26%

Wrangyer Beverage (2008) Co., Ltd. Thai Drinks Co., Ltd. Oishi Group Public Company Limited 89.26% 89.26%

99.83%

Oishi Trading Co., Ltd. Oishi Ramen Co., Ltd.

SPM Foods and Beverages Company Limited

5.98%

Archa Beer Co., Ltd.

Thai Molasses Co., Ltd. 100%

100%

Feed Addition Co., Ltd.

100%

Pan International (Thailand) Co., Ltd.

100%

Charun Business 52 Co., Ltd.

100%

Thai Cooperage Co., Ltd.* Thai Beverage Recycle Co., Ltd.

100%

Thai Beverage Logistics Co., Ltd.

100%

Dhanasindhi Co., Ltd.

(N)

Note : According to Auditor’s Note D : Dormant N : Non-trading * : Those companies are in Business Development Group (Supply Chain Group) or Distillery Group, as the case may be. We represent those companies in Other Group for the beneﬁt and the clearness in consideration of the group of company’s shareholding.

Thai Cooperage Co., Ltd.* 0.41%

40%

Chang Beer International Co., Ltd.

(D) (N)

58.63%

100%

93.50%

Thai Thum Distillery Co., Ltd.

Beer Chang Co., Ltd. 100%

Speyburn-Glenlivet Distillery Company Limited (D) (N)

100%

The Knockdhu Distillery Company Limited (D) (N)

100%

The Balblair Distillery Company Limited (D) (N)

100%

The Pulteney Distillery Company Limited (D) (N)

Thai Beverage Training Co., Ltd. (i)

Thai Beverage Energy Co., Ltd. 100%

99.72%

100%

Thai Beverage Brands Co., Ltd.

Sura Piset Sahasan Co., Ltd.

(N)

18.55% 41.45%

Sura Piset Pattharalanna Co., Ltd.*

33.83%

Sura Piset Samphan Co., Ltd.

(N)

49.49%

Liquorland Limited

44%

Inver House Polska Limited

100%

Wee Beastie Limited

50.02%

Inver House Distribution SA

100%

Moffat & Towers Limited

Red Bull Distillery (1988) Co., Ltd.* 7.54%

100%

Remarks: i : Incorporated on January 26, 2010 ii : Incorporated in Singapore on April 14, 2010 iii : International Beverage Holdings Limited acquired 100% shares of this company on September 17, 2010. This company was incorporated in Singapore. Updated (January 1 – February 28, 2011): (a) International Beverage Trading Limited was incorporated in Bermuda on January 5, 2011.

(D) (N)

100%

Other Group

Trademark Group 100%

100%

(N)

Blairmhor Distillers Limited

(D) (N)

Inver House Distillers Limited 100%

Glen Calder Blenders Limited

100%

Hankey Bannister & Company Limited

100%

R Carmichael & Sons Limited

100%

J MacArthur Jr & Company Limited

100%

Mason & Summers Limited

100%

James Catto & Company Limited

100%

Super Brands Company Pte. Ltd.

100%

Beer Chang International Limited

(ii)

(iii)

(D) (N)

Annual Report 2010 | Thai Beverage Public Company Limited

REPORT OF THE BOARD OF DIRECTORS

Breakdown in Shares and Types of Share

Company / Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

% of Shareholding

Beer Thai (1991) Public Company Limited 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District, Chatuchak District Bangkok 10900

Common Beer brewery and production of drinking water and soda water

5,550,000,000.00

555,000,000

100.00%

Beer Thip Brewery (1991) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District, Chatuchak District Bangkok 10900

Common Beer brewery and production of drinking water and soda water

6,600,000,000.00

660,000,000

100.00%

Sangsom Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Spirits distillery

Common

7,500,000,000.00

750,000,000

100.00%

Spirits distillery Fuengfuanant Co., Ltd. 333 Moo 1, Tambon Tha Toom Amphoe Si Maha Phot, Prachin Buri 25140

Common

900,000,000.00

90,000,000

100.00%

Mongkolsamai Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Spirits distillery

Common

700,000,000.00

70,000,000

100.00%

Thanapakdi Co., Ltd. 315 Moo 4, Tambon Mae Faek Amphoe San Sai, Chiangmai 50290

Spirits distillery

Common

700,000,000.00

70,000,000

100.00%

Kanchanasingkorn Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Spirits distillery

Common

700,000,000.00

70,000,000

100.00%

Sura Bangyikhan Co., Ltd. 82 Moo 3, Tambon Bang Ku Wat Amphoe Muang Pathum Thani Pathum Thani 12000

Spirits distillery

Common

4,000,000,000.00

400,000,000

100.00%

Athimart Co., Ltd. 170 Moo 11, Tambon Nikhom Amphoe Satuek, Buri Ram 31150

Spirits distillery

Common

900,000,000.00

90,000,000

100.00%

10.

S.S. Karnsura Co., Ltd. 101 Moo 8, Tambon Kaeng Dom Amphoe Sawang Wirawong Ubon Ratchathani 34190

Spirits distillery

Common

800,000,000.00

80,000,000

100.00%

11.

Kankwan Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Spirits distillery

Common

800,000,000.00

80,000,000

100.00%

12.

Theparunothai Co., Ltd. 99 Moo 4, Tambon Hat Kham Amphoe Muang Nong Khai, Nong Khai 43000

Spirits distillery

Common

700,000,000.00

70,000,000

100.00%

13.

Red Bull Distillery (1988) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District, Chatuchak District Bangkok 10900

Spirits distillery

Common

5,000,000,000.00

500,000,000

100.00%

Remark

Company / Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

% of Shareholding

14.

United Winery and Distillery Co., Ltd. 14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Spirits distillery

Common

1,800,000,000.00

180,000,000

100.00%

15.

Simathurakij Co., Ltd. 1 Moo 6, Tambon Ban Daen Amphoe Banphot Phisai Nakhon Sawan 60180

Spirits distillery

Common

900,000,000.00

90,000,000

100.00%

16.

Nateechai Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Spirits distillery

Common

800,000,000.00

80,000,000

100.00%

17.

Luckchai Liquor Trading Co., Ltd. 46 Moo 1, Tambon Nong Klang Na Amphoe Muang Ratchaburi Ratchaburi 70000

Spirits distillery

Common

800,000,000.00

80,000,000

100.00%

18.

Sura Piset Thipharat Co., Ltd. 14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Spirits distillery

Common

1,000,000,000.00

10,000,000

100.00%

19.

Pomthip Co., Ltd. 40/53 Moo 3, Talad Bangkhen Sub-District Laksi District, Bangkok 10210

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

100.00%

20.

Pomkit Co., Ltd. 48, 50, 52 Suranaree Road Tambon Nai Muang Amphoe Muang Nakhon Ratchasima Nakhon Ratchasima 30000

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

100.00%

21.

Pomklung Co., Ltd. 22/1 Soi 2 (Paprao) Paprao Road, Tambon Padad Amphoe Muang Chiang Mai Chiang Mai 50100

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

100.00%

22.

Pomchok Co., Ltd. 16/1 Moo 1, U Thong Road Tambon Tha Wasukri Amphoe Phra Nakhon Si Ayutthaya Phra Nakhon Si Ayutthaya 13000

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

100.00%

23.

Pomcharoen Co., Ltd. 135/3 Moo 4, Kanchanavithi Road Tambon Bang Kung Amphoe Muang Surat Thani Surat Thani 84000

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

100.00%

24.

Pomburapa Co., Ltd. 51/42 Moo 3, Sukhumvit Road Tambon Ban Suan Amphoe Muang Chon Buri Chon Buri 20000

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

100.00%

Remark

Annual Report 2010 | Thai Beverage Public Company Limited

Company / Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

% of Shareholding

25.

Pompalang Co., Ltd. 439 Moo 11, Tambon Muang Kao Amphoe Muang Khon Kaen Khon Kaen 40000

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

100.00%

26.

Pomnakorn Co., Ltd. 85/35, 85/36 Petchakasem Road Tambon Na-Muang Amphoe Muang Ratchaburi Ratchaburi 70000

Beer and non-alcoholic beverages distributor

Common

10,000,000.00

1,000,000

100.00%

27.

Num Yuk Co., Ltd. 40/53 Moo 3, Talad Bangkhen Sub-District Laksi District, Bangkok 10210

Spirits distributor

Common

10,000,000.00

1,000,000

100.00%

28.

Num Kijjakarn Co., Ltd. 1, 3, 5 Trok Wat Muang, Suranaree Road Tambon Nai Muang Amphoe Muang Nakhon Ratchasima Nakhon Ratchasima 30000

Spirits distributor

Common

10,000,000.00

1,000,000

100.00%

29.

Num Palang Co., Ltd. Spirits distributor 22/1 Soi 2 (Paprao), Paprao Road Tambon Padad, Amphoe Muang Chiang Mai Chiang Mai 50100

Common

10,000,000.00

1,000,000

100.00%

30.

Num Muang Co., Ltd. 16/2 Moo 1, U Thong Road Tambon Tha Wasukri Amphoe Phra Nakhon Si Ayutthaya Phra Nakhon Si Ayutthaya 13000

Spirits distributor

Common

10,000,000.00

1,000,000

100.00%

31.

Num Nakorn Co., Ltd. 149/3 Chulachomklao Road Tambon Tha Kham Amphoe Phun Phin, Surat Thani 84130

Spirits distributor

Common

10,000,000.00

1,000,000

100.00%

32.

Num Thurakij Co., Ltd. 51/40-41 Moo 3, Sukhumvit Road Tambon Ban Suan Amphoe Muang Chon Buri Chon Buri 20000

Spirits distributor

Common

10,000,000.00

1,000,000

100.00%

33.

Numrungrod Co., Ltd. 439 Moo 11, Tambon Muang Kao Amphoe Muang Khon Kaen Khon Kaen 40000

Spirits distributor

Common

10,000,000.00

100,000

100.00%

34.

Numthip Co., Ltd. 85/33, 85/34 Petchakasem Road Tambon Na-Muang Amphoe Muang Ratchaburi Ratchaburi 70000

Spirits distributor

Common

10,000,000.00

100,000

100.00%

35.

Thipchalothorn Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Beer, Spirits and Common non-alcoholic beverages agency

1,000,000.00

100,000

100.00%

36.

Krittayabun Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Beer, Spirits and Common non-alcoholic beverages agency

5,000,000.00

500,000

100.00%

37.

Surathip Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Beer, Spirits and Common non-alcoholic beverages agency

1,200,000.00

120,000

100.00%

Remark

Company / Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

% of Shareholding

38.

Sunthornpirom Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Beer, Spirits and Common non-alcoholic beverages agency

5,000,000.00

500,000

100.00%

39.

Piromsurang Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Beer, Spirits and Common non-alcoholic beverages agency

5,000,000.00

500,000

100.00%

40.

Thai Beverage Energy Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Trading of bio gas

Common

860,000,000.00

8,600,000

100.00%

41.

Wrangyer Beverage (2008) Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Production and distribution of energy drink

Common

200,000,000.00

20,000,000

100.00%

42.

Thai Molasses Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Trading of molasses

Common

40,000,000.00

40,000

39,889

99.72%

43.

Feed Addition Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Trading of feeds and fertilizer

Common

1,000,000.00

10,000

100.00%

44.

Pan International (Thailand) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Trading of supplies and procurement

Common

1,000,000.00

10,000

100.00%

45.

Charun Business 52 Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Brick producer and distribution of spirits

Common

121,800,000.00

1,218,000

100.00%

46.

Thai Cooperage Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Oak barrel producer

Common

300,000,000.00

30,000,000

100.00%

47.

Thai Beverage Recycle Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Trading of bottles

Common

123,000,000.00

1,230,000

100.00%

48.

Thai Beverage Logistics Co., Ltd. 1 East Water Building Soi Vibhavadi-Rangsit 5 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Transportation and distribution

Common

1,012,000,000.00

101,200,000

100.00%

49.

Thai Beverage Marketing Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Import and export spirits for trading / international marketing and non-alcoholic beverages agency

Common

300,000,000.00

30,000,000

100.00%

50.

Dhanasindhi Co., Ltd. 14 Soi Yasoop 1, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Construction

Common

20,000,000.00

20,000

100.00%

Remark

Annual Report 2010 | Thai Beverage Public Company Limited

Company / Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

% of Shareholding

51.

Dhospaak Co., Ltd. 1 East Water Building, 20th Floor Soi Vibhavadi-Rangsit 5 Chomphon Sub-District Chatuchak District, Bangkok 10900

Advertising agency

Common

25,000,000.00

2,500,000

52.

Thai Beverage Training Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Training

Common

10,000,000.00

1,000,000

1,000,000 100.00%

100.00%

Ordinary

(Incorporated on January 26, 2010) 53.

International Beverage Holdings Limited Room 901-2, Silvercord Tower 1 30 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

Holding company

54.

Cosmos Brewery (Thailand) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Common Beer brewery and production of drinking water and soda water

55.

Thai Beverage Brands Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Trademark holding

56.

Beer Chang Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

57.

Remark

HKD 1,724,100,000.00 1,724,100,000 1,724,100,000 100.00%

1,666,666,500.00

166,666,650

166,666,650 100.00%

Common

5,000,000.00

50,000

50,000 100.00%

Trademark holding and production of concentrate materials

Common

1,000,000.00

10,000

10,000 100.00%

Archa Beer Co., Ltd. 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Trademark holding and production of concentrate materials

Common

1,000,000.00

100,000

100,000 100.00%

58.

Sura Piset Pattharalanna Co., Ltd. 14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Holding company

Common

1,000,000,000.00

10,000,000

10,000,000 100.00%

59.

Thai Drinks Co., Ltd. 14 Sangsom Building Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Distribution of beverages

Common

60,000,000.00

600,000

600,000 100.00%

60.

Oishi Group Public Company Limited 9 UM Tower Building, 20th Floor Ramkhamhaeng Road Suan Luang Sub-District Suan Luang District Bangkok 10250

Japanese restaurants, bakery shops and production and distribution of food and beverage

Common

375,000,000.00

187,500,000

167,360,199

89.26%

61.

Thai Thum Distillery Co., Ltd.* 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Production and distribution of spirits

Common

17,500,000.00

17,500

17,483

99.90%

62.

Sura Piset Sahasan Co., Ltd.* 14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Trading of spirits

Common

100,000,000.00

1,000,000

1,000,000 100.00%

( 1)

Company / Location

Type of Business

Type of Share

Paid-up Capital (Baht)

Shares Issued

No. of Shares Held (Direct and Indirect)

% of Shareholding

Remark

63.

Sura Piset Samphan Co., Ltd.* 14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Trading of spirits

Common

100,000,000.00

1,000,000

1,000,000 100.00%

64.

Vidhayathan Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District, Chatuchak District Bangkok 10900

Environmental public relations

Common

5,000,000.00

500,000

100.00%

65.

InterBev (Singapore) Limited No. 138 Cecil Street # 05-02 Cecil Court Singapore 069538

Trading of alcoholic beverages

Common

SGD 3,000,000.00

3,000,000

100.00%

66.

InterBev (Cambodia) Co., Ltd. No. 35, Street 322, Sangkat Boeung Keng Kang 1, Khan Chamkamon Phnom Penh, Cambodia

Trading of alcoholic beverages

Common

USD 200,000.00

1,000

100.00%

67.

InterBev Malaysia Sdn. Bhd. No. 9-1, Jalan USJ 1/1B Regalia Business Centre 47620 Subang Jaya, Selangor, Malaysia

Trading of alcoholic beverages

Common

MYR 100,000.00

100,000

100.00%

68.

Best Spirits Company Limited Room 901-2, Silvercord Tower 1 30 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

Trading of alcoholic beverages

Ordinary

HKD 15,300,000.00

15,300,000

100.00%

69.

International Beverage Holdings (UK) Limited Moffat Distillery, Airdrie, ML6 8PL Scotland

Holding company

Common

GBP 71,670,000.00

71,670,000

100.00%

70.

International Beverage Holdings (China) Limited Room 901-2, Silvercord Tower 1 30 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

Holding company

Ordinary

HKD 210,500,000.00

21,050,000

100.00%

(2)

71.

United Products Company Limited 56 Sukhapibal Road Tambon Nakhon Chai Si Amphoe Nakhon Chai Si Nakhon Pathom 73120

Production and distribution of spirits

Common

350,000,000.00

3,500,000

3,499,619

99.99%

(b)

72.

SPM Foods and Beverages Company Limited 79 Moo 3, Tambon Lamlookbua Amphoe Dontoom Nakhon Pathom 73150

Production and distribution of drinking water and energy drinks and spirits agency

Common

606,250,000.00

60,625,000

60,520,000

99.83%

73.

Oishi Trading Co., Ltd. 9 Ramkhamhaeng Road Suan Luang Sub-District Suan Luang District, Bangkok, 10250

Production and distribution of food and beverage

Common

420,000,000.00

4,200,000

3,748,870

89.26%

74.

Oishi Ramen Co., Ltd. 444 1st Floor, Room No. 1 A 08-09 Phaya Thai Road, Wangmai Sub-District Pathumwan District, Bangkok 10330

Japanese ramen restaurants

Common

158,000,000.00

1,580,000

1,410,289

89.26%

75.

Chang Beer International Co., Ltd.* 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Dormant

Common

1,000,000.00

100,000

100.00%

Annual Report 2010 | Thai Beverage Public Company Limited

Company / Location

Type of Business

Type of Share

Paid-up Capital (Baht)

No. of Shares Held (Direct and Indirect)

Shares Issued

% of Shareholding

Remark

76.

Mekhong Distillery Limited 14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Consultancy service

Common

500,000.00

5,000

100.00%

77.

Chang International Co., Ltd.* 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Dormant

Common

100,000.00

10,000

100.00%

78.

Chang Corp Co., Ltd.* 15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

Dormant

Common

100,000.00

10,000

100.00%

79.

Super Brands Company Pte. Ltd. 138 Cecil Street # 05-02 Cecil Court Singapore 069538

Trademark Holding

Ordinary

SGD 10,000.00

10,000

100.00%

( 3)

(Incorporated on April 14, 2010) 80.

Beer Chang International Limited No. 138 Cecil Street # 05-02 Cecil Court Singapore 069538

Not yet operated

Ordinary

SGD 10,000.00

10,000

100.00%

( 4)

81.

International Beverage Holdings Limited USA, Inc. 275 Madison Avenue, Suite 1718 New York, NY 10016

Trading of alcoholic beverages

Common

USD 1.00

1,000

100.00%

( 5)

82.

Blairmhor Limited* Moffat Distillery, Airdrie, ML6 8PL Scotland

Holding Company

Common

£9,009,407.00

900,940,700

100.00%

83.

Inver House Distillers Limited Moffat Distillery, Airdrie, ML6 8PL Scotland

Production and distribution of spirits

Common

£10,000,000.00

10,000,000

100.00%

84.

InterBev Trading (China) Limited Room 01-03 Level 1 No. 63 Kunluo Road, Shuangjiang Zheng Ershan County, Yuxi Yunnan China 650011

Trading of alcoholic beverages

RMB 10,000,000.00

100.00%

(6)

85.

Yunnan Yulinquan Liquor Co., Ltd. Yunlin Village, Shuangjiang Town Eshan County, Yuxi City, Yunnan, China

Spirits distillery

RMB 120,000,000.00

100.00%

(6) (c)

86.

Blairmhor Distillers Limited* Moffat Distillery, Airdrie, ML6 8PL Scotland

Dormant

Common

£200.00

2,000

100.00%

87.

Wee Beastie Limited* Moffat Distillery, Airdrie, ML6 8PL Scotland

Dormant

Common

£100.00

100

100.00%

88.

Moffat & Towers Limited* Moffat Distillery, Airdrie, ML6 8PL Scotland

Dormant

Common

£1.00

100.00%

89.

Glen Calder Blenders Limited* Moffat Distillery, Airdrie, ML6 8PL Scotland

Dormant

Common

£100.00

100

100.00%

90.

Hankey Bannister & Company Limited* Moffat Distillery, Airdrie, ML6 8PL Scotland

Dormant

Common

£100.00

100

100.00%

91.

R Carmichael & Sons Limited* Moffat Distillery, Airdrie, ML6 8PL Scotland

Dormant

Common

£30,000.00

30,000

100.00%

Type of Business

Company / Location

Type of Share

Paid-up Capital (Baht)

No. of Shares Held (Direct and Indirect)

Shares Issued

% of Shareholding

92.

J MacArthur Jr & Company Limited* Moffat Distillery, Airdrie, ML6 8PL Scotland

Dormant

Common

£100.00

100

100.00%

93.

Mason & Summers Limited* 10 Foster Lane, London, EC2V 6HH England

Dormant

Common

£10,030.00

10,030

100.00%

94.

James Catto & Company Limited* Moffat Distillery, Airdrie, ML6 8PL Scotland

Dormant

Common

£50,000.00

50,000

100.00%

95.

The Knockdhu Distillery Company Limited* Moffat Distillery, Airdrie, ML6 8PL Scotland

Dormant

Common

£100.00

100

100.00%

96.

Speyburn-Glenlivet Distillery Company Limited* Moffat Distillery, Airdrie, ML6 8PL Scotland

Dormant

Common

£100.00

100

100.00%

97.

The Pulteney Distillery Company Limited* Moffat Distillery, Airdrie, ML6 8PL Scotland

Dormant

Common

£2.00

100.00%

98.

The Balblair Distillery Company Limited* Moffat Distillery, Airdrie, ML6 8PL Scotland

Dormant

Common

£2.00

100.00%

99.

Liquorland Limited 8 Westbank Road, Belfast, BT3 9JL Northern Ireland

Off licences

Common

£495,000.00

495,000

245,000

49.49%

100. Inver House Polska Limited ul. Obodrzyców 34 A/1, 81-812 Sopot Poland

Trading of alcoholic beverages

Common

PLN 700,000.00

700,000

308,000

44.00%

101. Inver House Distribution SA* Avenue des Tilleuls, 62140 Marconne France

Dormant

Common

EUR 24,930.00

2,493

1,247

50.02%

Remark

Remarks : *These are currently non-trading companies (1)

On January 26, 2010 its registered capital is Baht 10,000,000 consisting of 1,000,000 issued common shares. Thai Beverage Public Company Limited directly and indirectly holds 1,000,000 shares in Thai Beverage Training Co., Ltd. representing 100% of the registered capital. Currently, Thai Beverage Training Co., Ltd.’s issued shares had not been fully paid. Its paid up capital is Baht 2,500,000.

(2)

On November 18, 2010, International Beverage Holdings (China) Limited registered the increase of paid up capital from HKD 193,500,000 to HKD 210,500,000.

(3)

On April 14, 2010 its registered capital is SGD 10,000 consisting of 10,000 issued common shares. Thai Beverage Public Company Limited indirectly holds 10,000 shares, representing 100% in Super Brands Company Pte. Ltd. through International Beverage Holdings Limited.

(4)

On September 17, 2010 International Beverage Holdings Limited acquired 100% shares of this company. On November 16, 2010 Beer Chang International Limited registered the increase of capital from SGD 2 to SGD 10,000.

(5)

On March 26, 2010 International Beverage Holdings Limited USA, Inc. registered the increase of capital from USD 10,300,000 to USD 10,800,000; and on November 9, 2010 this company registered the increase of capital from USD 10,800,000 to USD 11,800,000.

(6)

This company was incorporated with the type of investment as equity interest, therefore, there is no shares to be issued.

Updated (January 1 – February 28, 2011): (a)

International Beverage Trading Limited was incorporated on January 5, 2011. Its registered capital is USD 100,000 consisting of 100,000 issued common shares. Thai Beverage Public Company Limited indirectly holds 100,000 shares, representing 100% in International Beverage Trading Limited through International Beverage Holdings Limited. International Beverage Trading Limited engages in investment of stocks of maturing spirits.

(b)

On February 7, 2011 Sura Piset Pattharalanna Co., Ltd. acquired 375 common shares of United Products Company Limited, resulting Thai Beverage Public Company Limited indirectly holds 3,500,000 shares in United Products Company Limited, representing 100% of the registered capital.

(c)

On February 23, 2011 Yunnan Yulinquan Liquor Co., Ltd. registered the increase of equity interest from RMB 120,000,000 to RMB 159,388,200.

Annual Report 2010 | Thai Beverage Public Company Limited

LIST OF DIRECT AND DEEMED INTERESTS OF EACH DIRECTOR As at January 21, 2011

Name of directors

Mr. Charoen Sirivadhanabhakdi

Direct Interests

Thai Beverage Public Company Limited

Siriwana Co., Ltd. (2)

Khunying Wanna Sirivadhanabhakdi

281,286,762 Director and his spouse have deemed interests through his associated companies in THBEV shares, totaling of Shiny Treasure Holdings Limited (2)

369,750,000

25.50

MM Group Limited (3)

Risen Mark Enterprise Ltd. (4)

Golden Capital (Singapore) Limited (5)

Shiny Treasure Holdings Limited

25,000

MM Group Limited

25,000

Thai Beverage Public Company Limited

Percentage of Shareholding

Number of Shares

16,441,405,762

65.48

710,500,000

50,000

100

MM Group Limited (4)

50,000

100

MM Group Limited (5)

140,600,420

100

16,441,405,762

65.48

281,286,762 Director and her spouse have deemed interests through her associated companies in THBEV shares, totaling of Shiny Treasure Holdings Limited (2)

369,750,000

25.50

Corp. (3)

MM Group Limited (3)

Risen Mark Enterprise Ltd. (4)

Golden Capital (Singapore) Limited (5)

Shiny Treasure Holdings Limited

25,000

MM Group Limited

25,000

Thai Beverage Public Company Limited

0.00

Maxtop Management

Mr. Narong Srisa-an

Deemed Interests

Maxtop Management Corp. (3)

Siriwana Co., Ltd. (2)

Increase Percentage (decrease) during of the accounting Shareholding period (1)

Number of Shares

710,500,000

50,000

100

MM Group Limited (4)

50,000

100

MM Group Limited (5)

140,600,420

100

Mr. Komen Tantiwiwatthanaphan

Thai Beverage Public Company Limited

34,068,668

0.14

Mr. Puchchong Chandhanakij

Thai Beverage Public Company Limited

0.00

Ms. Kanoknart Rangsithienchai

Thai Beverage Public Company Limited

0.00

Mr. Chukiet Tangpongprush

Thai Beverage Public Company Limited

0.00

Mr. Staporn Kavitanon

Prof. Kanung Luchai

10. Mr. Manu Leopairote

11. Mr. Ng Tat Pun

12. Mr. Michael Lau Hwai Keong

13. Prof. Pornchai Matangkasombut

14. Mr. Sakthip Krairiksh

Thai Beverage Public Company Limited 241,541,500

0.96

15. Gen. Dr. Choo-Chat Kambhu Na Ayudhya 16. Mr. Vivat Tejapaibul

- His spouse

50,000,000

0.20

17. Mr. Panote Sirivadhanabhakdi

Thai Beverage Public Company Limited 107,000,000

0.43

18. Mr. Thapana Sirivadhanabhakdi

Thai Beverage Public Company Limited 107,000,000

0.43

19. Mr. Sawat Sopa (6)

Thai Beverage Public Company Limited

0.00

20. Mr. Ueychai Tantha-Obhas 21. Mr. Sithichai Chaikriangkrai 22. Dr. Pisanu Vichiensanth Remarks: (1)

(2) (3)

(4) (5) (6)

Thai Beverage Public Company Limited -

This is to comply with the requirement of Public Limited Company Act B.E. 2535 (as amended). This shows the total number of shares which the director directly and indirectly holds shares of the company increasing or decreasing during a ﬁscal year. In this regard, no director holds shares in the Company’s afﬁliate companies. The company does not have any outstanding debentures. Siriwana Co., Ltd. holds 11,368,060,000 shares in Thai Beverage Public Company Limited. Shares in Siriwana Co., Ltd. were held by Shiny Treasure Holdings Limited which the director holds shares in Shiny Treasure Holdings Limited as per details shown in the table above. Maxtop Management Corp. holds 4,223,760,762 shares in Thai Beverage Public Company Limited. (According to the report of change of interests of Maxtop Management Corp. which was submitted and announced via Singapore Exchange website on September 28, 2010) Shares in Maxtop Management Corp. were held by MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above. Risen Mark Enterprise Ltd. holds 833,335,000 shares in Thai Beverage Public Company Limited. Shares in Risen Mark Enterprise Ltd. were held by MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above. Golden Capital (Singapore) Limited holds 16,250,000 shares in Thai Beverage Public Company Limited. Shares in Golden Capital (Singapore) Limited were held by MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above. Mr. Sawat Sopa was appointed as Director by the 2010 Annual General Meeting of Shareholders on April 29, 2010.

STATISTICS OF SHAREHOLDERS As at March 8, 2011

INFORMATION ON SHARE CAPITAL Authorised share capital

Baht 29,000,000,000

Issued and fully paid-up capital

Baht 25,110,025,000

Class of shares

Common shares with a par value of Baht 1

Number of shares issued

25,110,025,000 shares

Voting rights

One vote per one share

Analysis of Shareholders by Size of Shareholdings

Size of Shareholdings

Number of Shareholders

Number of Shares

% 0.00

1 – 999

8.85

1,008

N/A

10,001 – 1,000,000

29.20

11,308,925

0.05

1,000,001 and above

61.95

25,098,715,067

99.95

113

100.00

25,110,025,000

100.00

1,000 – 10,000

Total

The 21.23 % the Company’s shares are held in the hands of public. Accordingly, the Company has complied with Rule 723 of the Listing Manual of the SGX-ST. TOP TWENTY SHAREHOLDERS No.

Name of shareholders

Number of Shares

Siriwana Co., Ltd.

11,368,060,000

45.27

The Central Depository (Pte) Limited

6,908,865,002

27.51

Maxtop Management Corp.

3,694,675,000

14.71

Sparkle View Development Limited

1,042,543,572

4.15

Trinity Fortune Investment Ltd.

524,000,000

2.09

Citibank Nominees Singapore Pte Ltd

110,236,750

0.44

Mrs. Atinant Bijananda

107,000,000

0.43

Mr. Thapana Sirivadhanabhakdi

107,000,000

0.43

Mrs. Thapanee Techajareonvikul

107,000,000

0.43

10.

Mr. Panote Sirivadhanabhakdi

107,000,000

0.43

11.

Mrs. Wallapa Traisorat

107,000,000

0.43

12.

Mrs. Varang Srethbhakdi

65,650,500

0.26

13.

Mr. Winyou Chaiyawan

65,641,500

0.26

14.

Mr. Vanich Chaiyawan

64,863,500

0.26

15.

Mr. Veeravet Chaiyawan

61,600,000

0.24

16.

Miss Somruedee Siravongprasert

55,000,000

0.22

17.

Miss Weena Chaiyawan

50,000,000

0.20

18.

Mrs. Chompoonuch Tejapaibul

50,000,000

0.20

19.

Mrs. Nontana Chaiyawan

48,000,000

0.19

20.

Mr. Vivat Tejapaibul

41,541,500

0.16

24,685,677,324

98.31

Total

Annual Report 2010 | Thai Beverage Public Company Limited

Statistics of Shareholders under The Central Depository (Pte) Limited

Size of Shareholdings

Number of Shareholders

Number of Shares

0.12

2,640

0.00

1 – 999 1,000 – 10,000

6,132

73.27

26,136,175

0.38

10,001 – 1,000,000

2,204

26.34

134,066,236

1.94

1,000,001 and above Total

0.27

6,748,659,951

97.68

8,369

100.00

6,908,865,002

100.00

Twenty Largest Shareholders under The Central Depository (Pte) Limited No.

Name of shareholders

Number of Shares

Citibank Nominees Singapore Pte Ltd

2,878,367,269

41.66

DBS Nominees Pte Ltd

1,816,629,383

26.29

HSBC (Singapore) Nominees Pte Ltd

600,148,074

8.69

UOB Kay Hian Pte Ltd

445,008,000

6.44

Risen Mark Enterprise Ltd

383,335,000

5.55

Vivat Tejapaibul

200,000,000

2.89

DBSN Services Pte Ltd

162,729,312

2.36

United Overseas Bank Nominees Pte Ltd

105,024,560

1.52

Morgan Stanley Asia (S'pore) Securities Pte Ltd

59,356,000

0.86

10.

DB Nominees (S) Pte Ltd

31,981,415

0.46

11.

BNP Paribas Securities Services S'pore

24,826,231

0.36

12.

Rafﬂes Nominees Pte Ltd

11,760,442

0.17

13.

Merrill Lynch (Singapore) Pte Ltd

8,300,265

0.12

14.

CIMB Securities (S'pore) Pte Ltd

6,294,000

0.09

15.

DBS Vickers Securities (S) Pte Ltd

2,385,000

0.03

16.

Daiwa Capital Mkts S'pore Ltd

2,060,000

0.03

17.

Lee Heng Tin

1,750,000

0.03

18.

OCBC Securities Private Ltd

1,562,000

0.02

19.

Ong Poh Leng

1,500,000

0.02

20.

Wee Soon Kiat

1,500,000

0.02

6,744,516,951

97.61

Total

Particular of Material Contracts with the Interested Persons for the year 2010 consist of: Molasses purchase agreements, Thai Molasses Co.,Ltd., the company’s subsidiary entered into molasses purchase and sale agreements with Plantheon Trading Co.,Ltd., a related company, in order to sell to other subsidiaries within the group under the purchase price and condition speciﬁed in the agreements.

Net book value of the company freehold land and building as at 31 December 2010 were as follows: (million Baht) Land

8,004

Surplus on land revaluation

4,263

Land improvement

669

Building and improvements

10,458

Total

23,394

The company leases various premises, primarily for the branch offices and warehouses. All of these leases are operating leases and not financial leases. As at 31 December 2010, the amount of freehold land held for planned future business operations amounted to Baht 1,221 million which was 8.2% of profit before income tax.

Annual Report 2010 | Thai Beverage Public Company Limited

BOARD OF DIRECTORS

1. Mr. Charoen Sirivadhanabhakdi Chairman

6. Ms. Kanoknart Rangsithienchai Director

2. Khunying Wanna Sirivadhanabhakdi Vice Chairman

7. Mr. Chukiet Tangpongprush Director

3. Mr. Narong Srisa-an Vice Chairman

8. Mr. Staporn Kavitanon Independent Director and Audit Committee Chairman

4. Mr. Komen Tantiwiwatthanaphan Vice Chairman 5. Mr. Puchchong Chandhanakij Director

9. Prof. Kanung Luchai Independent Director and Audit Committee Member

10. Mr. Manu Leopairote Independent Director and Audit Committee Member 11. Mr. Ng Tat Pun Independent Director and Audit Committee Member 12. Mr. Michael Lau Hwai Keong Independent Director

13. Prof. Pornchai Matangkasombut Independent Director

18. Mr. Thapana Sirivadhanabhakdi President and CEO

14. Mr. Sakthip Krairiksh Independent Director

19. Mr. Sawat Sopa Director and Executive Vice President

15. Gen. Dr. Choo-Chat Kambhu Na Ayudhya Independent Director

20. Mr. Ueychai Tantha-Obhas Director and Executive Vice President

16. Mr. Vivat Tejapaibul Director

21. Mr. Sithichai Chaikriangkrai Director and Executive Vice President

17. Mr. Panote Sirivadhanabhakdi Director

22. Dr. Pisanu Vichiensanth Director and Senior Vice President

Ms. Vaewmanee Soponpinij Company Secretary / Secretary to the Board Mr. Thidi Suwanarat Assistant Secretary to the Board

Annual Report 2010 | Thai Beverage Public Company Limited

EXECUTIVE COMMITTEE

1. Mr. Charoen Sirivadhanabhakdi Executive Chairman

Mr. Chukiet Tangpongprush

2. Khunying Wanna Sirivadhanabhakdi 1st Executive Vice Chairman

3. Mr. Narong Srisa-an 2nd Executive Vice Chairman

4. Mr. Komen Tantiwiwatthanaphan 3rd Executive Vice Chairman

10. Mr. Ueychai Tantha-Obhas Director and Executive Vice President

16. Mr. Jean Lebreton Senior Vice President

5. Mr. Puchchong Chandhanakij 4th Executive Vice Chairman

11. Mr. Sithichai Chaikriangkrai Director and Executive Vice President

17. Mr. Polapatr Suvarnazorn Senior Vice President

6. Ms. Kanoknart Rangsithienchai 5th Executive Vice Chairman

12. Dr. Pisanu Vichiensanth Director and Senior Vice President

18. Mr. Marut Buranasetkul Senior Vice President

6th Executive Vice Chairman

Mr. Thapana Sirivadhanabhakdi President and CEO

Mr. Sawat Sopa Director and Executive Vice President

13. Mr. Vichai Chaiyavaranurak Senior Vice President 14. Mr. Karn Chitaravimol Senior Vice President 15. Mr. Matthew Kichodhan Senior Vice President

MANAGEMENT COMMITTEE

1. Mr. Thapana Sirivadhanabhakdi President and CEO Marketing

5. Dr. Pisanu Vichiensanth Director and Senior Vice President Beer Production

Mr. Jean Lebreton

2. Mr. Sawat Sopa Director and Executive Vice President Spirit Production

6. Mr. Vichai Chaiyavaranurak Senior Vice President Business Development

10. Mr. Polapatr Suvarnazorn Senior Vice President General Affairs

3. Mr. Ueychai Tantha-Obhas Director and Executive Vice President Sales

7. Mr. Karn Chitaravimol Senior Vice President Non-Alcohol Production

11. Mr. Marut Buranasetkul Â Senior Vice President Corporate Services

4. Mr. Sithichai Chaikriangkrai Director and Executive Vice President Finance

8. Mr. Matthew Kichodhan Senior Vice President International Business

Senior Vice President Strategy

Annual Report 2010 | Thai Beverage Public Company Limited

DIRECTOR PROFILE

Mr. Charoen Sirivadhanabhakdi was appointed Chairman of the Board of Directors of Thai Beverage Public Company Limited in 2003. He has been the Chairman of Beer Thai (1991) Public Company Limited since 2001, the Chairman of the Red Bull Distillery Group of Companies since 2004, the Chairman of TCC Land Co., Ltd. since 2002, the Chairman of Berli Jucker Public Company Limited since 2001 and the Chairman of South East Group Co., Ltd. since 1997. In addition, he has been the Chairman of TCC Holding Co., Ltd. since 1987.

Mr. Charoen Sirivadhanabhakdi Chairman Executive Chairman

Mr. Charoen holds an Honorary Doctoral Degree in Agricultural Business Administration from Maejo Institute of Agricultural Technology, an Honorary Doctoral Degree in Industrial Technology from Chandrakasem Rajabhat University, an Honorary Doctoral Degree in Management from Huachiew Chalermprakiet University, an Honorary Doctoral Degree in Business Administration from Eastern Asia University, an Honorary Doctoral of Philosophy Degree in Business Administration from Mae Fah Luang University, and an Honorary Doctoral Degree in Management from Rajamangala University of Technology Suvarnabhumi. Mr. Charoen has received many honors and Royal decorations, including the Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant, Knight Grand Cordon (Special Class) of the Most Noble Order of the Crown of Thailand, the Knight Grand Cross (First Class) of the Most Admirable Order of the Diredgunabhorn, Knight Grand Commander (Second Class, Higher Grade) of the Most Illustrious Order of Chula Chom Klao, and Grand Companion (Third Class, Higher Grade) of the Most Illustrious Order of Chula Chom Klao.

Khunying Wanna Sirivadhanabhakdi was appointed Vice Chairperson of the Board of Directors in 2003. She has been the Chairperson of Beer Thip Brewery (1991) Co., Ltd. and the Sangsom Group of Companies since 2004. She has also been the Vice Chairperson of TCC Capital Land Limited since 2003, the Vice Chairperson of Berli Jucker Public Company Limited since 2001 and the Vice Chairperson of the Executive Board of T.C.C. Holding Co., Ltd. since 1972.

Khunying Wanna Sirivadhanabhakdi Vice Chairman 1st Executive Vice Chairman

Khunying Wanna holds an Honorary Doctoral Degree in Bio-technology from Ramkhamhaeng University, an Honorary Doctoral Degree in Business Administration from Maejo Institute of Agricultural Technology, an Honorary Doctoral Degree in Business Administration from Chiang Mai University and an Honorary Doctoral of Philosophy Degree in Social Sciences from Mae Fah Luang University. On the social activity side, she is the Vice Chairperson of the Bhumirajanagarindra Kidney Institute Foundation, a Director of the Siriraj Foundation, a Director of Ramathibodi Foundation, a Director of the Crown Prince Hospital Foundation, a Director of the Kidney Foundation of Thailand, a Director of the Elephant Reintroduction Foundation, a Director of the Committee for Recruitment and Promotion of Voluntary Blood Donors of the Thai Red Cross Society, and a Director of the Sala Chalermkrung Foundation. Khunying Wanna received numerous Royal Thai decorations, such as the Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant (Ladies), the Knight Grand Cordon (First Class) of the Most Noble Order of the Crown of Thailand (Ladies), the Knight Commander (Second Class, Lower Grade) of the Most Illustrious Order of Chula Chom Klao and the Knight Grand Cross (First Class) of the Most Admirable Order of the Diredgunabhorn.

Mr. Narong Srisa-an was appointed Vice Chairman of the Board of Directors in 2003. He has 44 years’ experience in the banking industry, having served in Kasikorn Bank Public Company Limited from 1954 to 1998 as its Executive Vice Chairman. He also holds directorships in several public companies in Thailand, including Chairman of Oishi Group Public Company Limited, Chairman of Double A (1991) Public Company Limited (Previously, Advance Agro Public Company Limited) and Independent Director of True Corporation Public Company Limited. He holds an Honorary Master of Economics from Thammasat University.

Mr. Narong Srisa-an Vice Chairman 2nd Executive Vice Chairman

Mr. Komen Tantiwiwatthanaphan was appointed Vice Chairman of the Board of Directors in 2003. He has had over 40 years’ experience in managing companies in the distilling industry. He has served as President of Sahasan (2529) Co., Ltd. since 1986, and as Director and Senior Vice President of Suramaharas Public Company Limited from 1986 to 1999. He holds a High School Certiﬁcate from China.

Mr. Komen Tantiwiwatthanaphan Vice Chairman 3rd Executive Vice Chairman

Mr. Puchchong Chandhanakij was appointed a Director and Executive Vice Chairman in 2003. Before joining Thai Beverage Public Company Limited, he was Managing Director of LSPV Co., Ltd. from 1988 to 2003. He was Executive Director (Finance) of the T.C.C. Group of Companies from 1983 to 1988, Director of Robina Credit Ltd. from 1980 to 1982 and Vice President of Asia Credit Ltd. from 1975 to 1979. He also holds the position of independent director of Krisdamahanakorn Public Company Limited. He holds a Bachelor of Business Administration and a Master of Science in Accounting from California State University, Long Beach, USA. Mr. Puchchong Chandhanakij Director 4th Executive Vice Chairman

Annual Report 2010 | Thai Beverage Public Company Limited

Ms. Kanoknart Rangsithienchai was appointed as an Executive Vice Chairman of the Company in May 2010. Prior to this appointment, she was the Director and Executive Vice President since 2003. She has extensive experience in ﬁnance and accounting. Before joining the Company, she had been the Executive Vice President of the Sangsom Group of Companies from 2000 to 2003, and the Vice President of the Ofﬁce of Controller, Surathip Group of Companies from 1983 to 1999. From 1975 to 1982, she served as the Accounting Manager of the T.C.C. Group of Companies and as an accountant at J&JHO Co., Ltd., from 1970 to 1975. Ms. Kanoknart Rangsithienchai Director 5th Executive Vice Chairman

She holds a Bachelor of Accounting from Thammasat University and has completed the Director Accreditation Program with the Thai Institute of Directors.

Mr. Chukiet Tangpongprush was appointed as an Executive Vice Chairman of Thai Beverage Public Company Limited in May 2010. Prior to this appointment, he was the Director and Senior Vice President since 2003. Before joining, he was a lawyer from 1963 to 1983. From 1983 to 1986, he served first as Manager of law firm and later as Executive Director of Surathip Sansukko Co., Ltd. From 1987 to 1999, he served first as Executive Director and later as the head of the General Affairs Department of Suramaharas Public Company Limited. He joined Sura Bangyikhan Co., Ltd. in 2000 as the head of the Human Administration and General Affairs. Mr. Chukiet Tangpongprush Director 6th Executive Vice Chairman

He holds a Bachelor of Laws from Thammasat University and the Thai Barrister at Law from the Institute of Legal Education Barrister at Law, and has completed the Director Accreditation Program with the Thai Institute of Directors. He is also a member of the Thai Bar and of the Lawyers Council of Thailand.

Mr. Staporn Kavitanon was appointed a Director in 2004. He has extensive experiences in the management of companies with directorship and membership of Committees at various companies, such as Bangkok Bank Berhad, Siam Food Public Company Limited, Berli Jucker Public Company Limited, and Kang Yong Electric Public Company Limited. He was also the Vice Chairman of Bangkok Bank Public Company Limited since 1994. He holds a Bachelor of Arts in Economics from Thammasat University and a Master of Arts in Economics from Vanderbilt University, USA. Mr. Staporn Kavitanon Independent Director and Audit Committee Chairman

Prof. Kanung Luchai was appointed an Independent Director in 2004. He has wideranging experiences in the public sector and legal business, having worked as Junior and Senior Public Prosecutor in the Department of Public Prosecution from 1946 to 1973 and Director-General of the Policy and Planning Ofﬁce of the Ministry of Interior from 1973 to 1975. He served as the Deputy Under-Secretary of State for the Ministry of Interior from 1975 to 1976 and as the Deputy Minister of Interior from 1976 to 1977. He practiced law at Bangkok International Law Ofﬁces Co., Ltd., from 1976 to

Prof. Kanung Luchai Independent Director and Audit Committee Member

1985, and at Kanung-Prok Law Ofﬁce Co., Ltd., from 1986 to 1992. He is currently a Director of Kanung & Partners Law Ofﬁces Company Limited and a Director of Kanung & Partners International Consultancy Company Limited. He is also a Director of Thailand Iron Works Public Company Limited and Bangkok Bank Public Company Limited. In 2001, he received the Prof. Sanya Thammasak Award for being an Outstanding Lawyer from the Private Sector. He holds a Bachelor of Laws from Thammasat University, a B.A. Hons., LL.B. Cambridge University, United Kingdom, an Honorary Doctorate Degree of Law from Chulalongkorn University and Thammasat University, and an Honorary Doctorate Degree of Management Technology from Suranaree University of Technology. He is also a member of the Thai Bar Association.

Mr. Manu Leopairote was appointed an Independent Director in 2004. He has extensive experiences in the public sector, having served as a Director, Secretary General, Inspector-General and Director-General from 1968 to 1999, and as the Permanent Secretary at the Ministry of Industry from 1999 to 2004. He was also the Chairman of PTT Public Company Limited from 1999 to 2004. From 1994 to 2008, he was the Chairman of Technonet Asia, and from 1995 to 1996, the Chairman of the International Sugar Organization Council of England. He was also part-time lecturer at the Faculty of Economics, Thammasat University, Assumption University, and Bangkok University. Mr. Manu Leopairote Independent Director and Audit Committee Member

He was the President of the Thammasat University Association from 2003 to 2004 and was the President of the Thammasat University Economics Association from 2000 to 2006. He holds a Bachelor of Science in Economics (Honors) from Thammasat University, a Master of Science in Economics from the University of Kentucky, USA, the National Defense College of Thailand Class 34, and an Honorary Doctoral Degree in Business Administration from Thammasat University. He won the Asian Productivity Organization Award in 2005.

Annual Report 2010 | Thai Beverage Public Company Limited

Mr. Ng Tat Pun was appointed as an Independent Director in 2006. He has extensive experience in the banking and finance industry. He started his banking career with Citibank in 1971. Since then, he has served in various senior positions with local and international financial institutions. From 1988 to 1997, he was the Executive Vice President of OCBC Bank, Singapore, in charge of its International Banking and Financial Institutions business. In 1998, he was appointed the Executive Director and Chief Executive Officer of OCBC Bank, Malaysia. He was a Managing Director at JP Morgan

Mr. Ng Tat Pun Independent Director and Audit Committee Member

Chase from 1999 to 2002, a Managing Director and subsequently a Senior Advisor at UBS AG. from 2003 to 2008. He is also an Independent Director, Chairman of the Audit Committee, Member of the Nomination Committee of Engro Corporation Ltd., Singapore and Chairman of the Board of Directors of SP Chemical Holdings Ltd. He holds a Bachelor of Arts degree (Economics and History) from the University of Singapore.

Mr. Michael Lau Hwai Keong was appointed as an Independent Director in 2006. He is a Managing Director, Advisory Services of Octagon Advisors Pte. Ltd. and a director of Octagon Advisors (Shanghai) Co., Ltd. From June 2000 to September 2004, he served as the Executive Vice President, International of United Overseas Bank Ltd., where he was responsible for the administration and governance of the bank’s international operations. He was an Advisor to Asia Pulp and Paper Ltd. from February 1999 to May 2000. He has held various positions at the Monetary Authority of Singapore (MAS) from February 1985 to July 1989 and from April 1991 to August 1997. His Mr. Michael Lau Hwai Keong Independent Director

last position at the MAS was Senior Deputy Director (Development and Domestic Institutions). From August 1989 to March 1991, he was a Senior Manager (Institutional Sales) at J M Sassoon & Company, a stock broking company. He was also the Executive Vice President of the Central Depository (Pte) Limited (CDP) from November 1997 to February 1999. He holds a Bachelor of Business Administration (First Class Honors) from the National University of Singapore and the Chartered Financial Analyst (CFA) from Institute of Chartered Financial Analysis.

Prof. Pornchai Matangkasombut was appointed as an Independent Director in 2006. He was the President of the Mahidol University from 1999 to 2007 and, before his appointment in 1999, Dean of Sciences from 1991 to 1999 and has been a professor at the University. He has been a member of the International Union of Immunological Societies since 1971 and a Member of the Executive Board of the International Union of Microbiological Societies from 1986 to 1990. He has won the highest level of Royal Decorations (Knight Grand Cordon of White Elephant, Special Class and Knight Grand

Prof. Pornchai Matangkasombut Independent Director

Cordon of the Crown of Thailand, Special Class) and the Royal Thai Award of Chula Chom Klao Order (Special Third Class) and the Palmes Academiques (Commandeur) from the Government of France, the Borden Research Award in Medicine. He was also an Honorary Research Associate at Harvard University and a Visiting Professor at Osaka University and the University of Saigon. He was awarded honorary doctorates from Osaka and Mahidol Universities. He holds a Bachelor of Arts (B.A.) Degree, Doctor of Medicine (M.D.) and Doctor of Philosophy (Ph.D.) all from the University of Wisconsin.

Mr. Sakthip Krairiksh was appointed an Independent Director in 2005. He has extensive experience in the public sector, having worked in Thai ministries. He began his career as a civil servant in 1971 at the Ministry of Interior. From 1979 to 2004, he served as a Diplomat in the Ministry of Foreign Affairs, where he held various positions, including Secretary to the Minister, Deputy Chief of Mission of the Embassy in Washington, USA, Director-General, Protocol Department, Director-General, Information Department, Spokesman of the Foreign Ministry, and Ambassador to the Kingdom of Cambodia, Japan and the United States. He was an Advisor to the Prime Minister in 2004 and from 2004 to September 2007 the Permanent Secretary, Ministry of Tourism Mr. Sakthip Krairiksh Independent Director

and Sports. He holds a Bachelor of Political Science from Boston University, USA, a Master degree of Public Administration from Bangkok Thonburi University, and has attended the National Defense College. He also holds an Honorary Doctorate Degree from Soka University, Japan. He has received various Royal Thai and foreign decorations, such as the Knight Grand Cordon (Special Class) of the Most Noble Order of the Crown of Thailand, the Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant, the Grand Companion (Second Class, lower grade) of the Most Illustrious Order of Chula Chom Klao, the Order of the Sacred Treasure, Gold and Silver Star and the Grand Cordon of the Order of the Rising Sun. He is currently a Chairman of the University Council at the Rajamangala University of Technology Krungthep.

Annual Report 2010 | Thai Beverage Public Company Limited

Gen. Dr. Choo-Chat Kambhu Na Ayudhya was appointed Independent Director in 2006. He served the Royal Thai Army from 1973 to 1987 as Surgeon of Phramongkutklao Hospital. From 1987 to 1991, he was Chairman of the Department of Anatomy of the Phramongkutklao College of Medicine. From 1991 to 1994, he was a Deputy Commander of Army Medical Department School, the Royal Thai Army Medical Department (Sena Rak School of the Royal Thai Army Medical Department). From 1994 to 2004, he held various positions in the Royal Thai Army Medical Department,

Gen. Dr. Choo-Chat Kambhu Na Ayudhya Independent Director

including the Director-General of the Armed Forces Research Institute of Medical Sciences, an Assistant Surgeon-General, Deputy Surgeon-General, Director-General of the Phramongkutklao Medical Center, Surgeon-General, and General Special Army Expert and Consultant. He is a senior surgeon and physician at the Medical Bureau to the Royal Court of Thailand. He received his Diploma in Medicine from Westf. Wilhelms Universität zu Munster, and Doctorate in Medicine from the Georg-August Universität zu Goettingen. He also has a Diploma from the National Defense College of Thailand (WorRorPorOr 399), a Certiﬁcate of Proﬁciency in General Surgery from the Royal College of Surgeons of Thailand and a Diploma from the Army War College (34). He is a permanent member of the Royal College of Surgeons of Thailand, the International College of Surgeons, and the Medical Association of Thailand. As for Royal decorations, he has won the Knight Grand Commander (Special Class, Higher Grade) of the Most Illustrious Order of Chula Chom Klao, Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant and Knight Grand Cordon (First Class) of the Most Noble Order of the Crown of Thailand.

Mr. Vivat Tejapaibul was appointed a Director in 2003. He has over 18 years’ experiences in the banking industry, having served in Bangkok Metropolitan Bank Public Company Limited in various positions from 1979 to 1998, including Secretary to the Chairman, Deputy Director of the Trading Department, Director of Branch Administrative and Vice President. He holds a Bachelor of Laws from Thammasat University and a Master’s Degree in Business Administration from Fairleigh Dickinson University, USA. Mr. Vivat Tejapaibul Director

Mr. Panote Sirivadhanabhakdi was appointed Director in February 2007. He has been Director of Beer Thai (1991) Public Company Limited from 2000 to 2004 and Director of Beer Thip Brewery (1991) Co., Ltd. since 2004 and Director of Sura Bangyikhan Group of Companies since 2002. He holds a Bachelor of Science in Manufacturing Engineering from Boston University, USA, a Master of Science in Analysis, Design and Management of Information System from the London School of Economics and Political Science, England and Industrial Engineering and Economics from Massachusetts University, USA. Mr. Panote Sirivadhanabhakdi Director

Mr. Thapana Sirivadhanabhakdi President and CEO

Mr. Thapana Sirivadhanabhakdi was appointed the President and CEO of the Company in January 2008. Prior to this appointment, he was the Director and Executive Vice President of the Company from 2003 to January 2008. In addition, he has also held several executive positions in many leading companies such as Vice Chairman of Red Bull Distillery Group of Companies since 2004, Director of Berli Jucker Public Company Limited since 2001, Director of Beer Thai (1991) Public Company Limited and Vice Chairman of Dhospaak Co., Ltd. since 2004, Vice Chairman of Oishi Group of Companies since 2006, Executive Chairman of Oishi Group Public Company Limited since February 2011, Director and Chairman of the Executive Committee of Univentures Public Company Limited and Vice Chairman of Siam Food Products Public Company Limited since 2007, and Vice Chairman of the South East Group of Companies since 2008. He has also acted as a Director of several Thai Beverage subsidiary companies. He holds a Bachelor of Business Administration (Finance), a Master of Science Administration in Financial Economics from Boston University, USA, and an Honorary Degree of Doctor of Philosophy in Department of General Management from Ramkhamhaeng University. In 2009, he received Asia’s Best Companies 2009, Thailand: Best CEO award from FinanceAsia Magazine.

Mr. Sawat Sopa was appointed as a Director in April 2010. Prior to this appointment, he was the Executive Vice President of the Company since 2004. He is responsible for liquor production and technique. He was the Managing Director of Beer Thai (1991) Co., Ltd., and Executive Vice Chairman of Red Bull Distillery (1988) Co., Ltd., from 1992 to 1995 and from 1995 to present, respectively. From 1980 to 1992, he served as an Executive Director of the 43 Group of Companies and Assistant Chief Executive Director, responsible for liquor and alcohol production. From 1964 to 1975, he served

Mr. Sawat Sopa Director and Executive Vice President

ﬁrst as an engineer and later as the Chief Engineer of Siam Chem Co., Ltd. From 1963 to 1964, he served as an engineer in Bangchak Oil Reﬁnery. Mr. Sawat sits on the boards of directors of various organizations including the Thab Neelaniti Foundation, Chulalongkorn University Association, The Petroleum & Petrochemical College, Chulalongkorn University and President of Gymnastics Association of Thailand. He has

Annual Report 2010 | Thai Beverage Public Company Limited

also been appointed as Special Commissioner of the Secretariat of the House of Representatives to consider draft bills on workmen’s protection, the securities and stock market and excise tax, a specialist to the Committee of the House Standing Committee on Natural Resources and Environment, and a member of the Financial Committee and Subcommittee of the Ethanol Investment Project under the Royal Ethanol Project Bureau, Ministry of Science, Technology and Environment. He holds a Bachelor degree of Science in Chemical Engineering from Chulalongkorn University, a Master Degree of Industrial Management, Kensai Kasu Center, Japan, a Master Degree Dynamic Management International Executive, Syracuse University, USA and has completed the Director Accreditation Program with the Thai Institute of Directors. He is a Member (Fifth Class) of the Most Exalted Order of the White Elephant and a Companion (Fourth Class) of the Most Noble Order of the Crown of Thailand.

Mr. Ueychai Tantha-Obhas was appointed as a Director and Executive Vice President in May 2010. Prior to this appointment, he was the Director and Senior Vice President of the Company since July 2005. Before joining Thai Beverage Public Company Limited, he was the Chief Executive Ofﬁcer from July 1995 to December 2002, and Managing Director of Riche Monde (Bangkok) Ltd. from January 1988 to February 1994, the Managing Director of Sarin Property Co., Ltd. from March 1994 to June 1995, and the Group Product Manager of Colgate Palmolive Co., Ltd. from September 1979 to June 1983. From May 1973 to August 1979, he held various sales and marketing positions in Karnasuta General Assembly Co., Ltd. Mr. Ueychai Tantha-Obhas Director and Executive Vice President

He holds a Bachelor of Science in Accounting from St. Louis University, Missouri, USA, a Master of Business Administration from Thammasat University and has completed the Advance Management Program from INSEAD, France.

Mr. Sithichai Chaikriangkrai was appointed a Director and Executive Vice President in May 2010. Prior to this appointment, he was the Director and Senior Vice President of the Company since 2003. He joined the T.C.C. Group in year 1990. He has over 30 years’ experience in ﬁnancial positions, including the Finance and Accounting Manager of Asia Voyages & Pansea Hotel from 1983 to 1990, as a Financial Analyst of Goodyear (Thailand) Co., Ltd. from 1980 to 1983, and as an External Auditor in Coopers & Lybrand from 1977 to 1980.

Mr. Sithichai Chaikriangkrai Director and Executive Vice President

He holds a Bachelor of Accountancy (First Class Honors) from Thammasat University, and has a Diploma in Computer Management from Chulalongkorn University and completed the Director Certiﬁcation Program with the Thai Institute of Directors. He also has a Certiﬁcate of the Mini MBA Leadership Management from Kasetsart University. In 2009, he received Asia’s Best Companies 2009, Thailand: Best CFO awards from FinanceAsia Magazine.

Dr. Pisanu Vichiensanth has been a Director and Senior Vice President since February 2004. He has held several positions in Thai Beverage Group of Companies, including Executive Vice President from 2000 to 2003 and Senior Vice Executive President from 2003 to 2004, at subsidiary, Beer Thai (1991) Public Company Limited. He is currently the President of Beer Thai (1991) Public Company Limited. Before joining Thai Beverage Public Company Limited, he had been the Vice President of Engineering and Development (1997-2000) and Assistant Plant Executive (1994-1996) of Carlsberg

Dr. Pisanu Vichiensanth Director and Senior Vice President

Brewery (Thailand) Co., Ltd. He was a consultant at Pan Engineering Consultant Co., Ltd. from 1992 to 1994. From 1977 to 1993, he held several teaching positions, including Head of Food Science and Technology at Thammasat University and Head of Food Technology at Khon Kaen University from 1992 to 1993, and from 1989 to 1992, respectively. He lectured in food technology at Khon Kaen University from 1977 to 1990. He holds a Ph.D. in Engineering from Technical University, Berlin, Germany, a Master of Technology (Second Class Honors) in Biotechnology from Massey University, a Master Brewer from the Scandinavian School of Brewing, Denmark and a Bachelor of Science (Food Science) from Kasetsart University.

Mr. Vichai Chaiyavaranurak was appointed a Senior Vice President on August 1, 2008. Prior to the appointment, he held many executive positions in Thai Beverage Group of Companies, including the director of Thai Beverage Logistics Co., Ltd., the director of Thai Beverage Marketing Co., Ltd., and Accounting & Finance President (Marketing Group) of Thai Beverage Public Company Limited. He holds a Bachelor of Business Administration in Finance and Banking, Thammasat University. Mr. Vichai Chaiyavaranurak Senior Vice President

Annual Report 2010 | Thai Beverage Public Company Limited

Mr. Karn Chitaravimol was appointed as a Senior Vice President on February 1, 2011 and was appointed as Managing Director of Thai Drinks Co., Ltd., Wrangyer Beverage (2008) Co., Ltd., and SPM Foods and Beverages Company Limited. Prior to this appointment, he was an Advisor of Thai Beverage Public Company Limited from October 2010 to January 2011 and the Managing Director of Thai Beverage Logistics Co., Ltd. from January 2009 to September 2010. Before joining the Company, he was the Senior Executive Vice President, Business Development and Investments of TCC Land Industrial and Logistics Co., Ltd. in 2008, the Executive Vice President – Logistics Mr. Karn Chitaravimol Senior Vice President

Business and the Executive Vice President – Consumer Product Business of Berli Jucker Public Company Limited, respectively, in 2007 and from 1999 to 2007. He was the Senior Vice President – Consumer Product Business of Premier Group of Companies from 1996 to 1999, the President – Tissue Paper Products and the Vice President – Marketing and Sales Consumer Products Business of Thai-Scott Paper Company Limited, respectively, from 1993 to 1995 and 1991 to 1993. He holds a Master Degree in MBA – Marketing from Oklahoma State University, USA.

Mr. Matthew Kichodhan was appointed as Senior Vice President on September 9, 2009. He has extensive experiences in Thailand and International markets. From 1990 to 1995, he worked at Lever Brothers (Thailand) Co., Ltd. with a last position as Product Group Manager. In 1995 to 2004, he has held various positions with PepsiCo Inc. in Asia Pacific and International markets with a last position as Brand Marketing Director, Asia Pacific. From 2004 to 2006, he was Vice President, Business Management, Asia Pacific for Gillette Asia Pacific Group, Singapore, and from 2006 to 2009, he was the Director and Chief Operating Officer of Minor Corporation Public Company Limited. Mr. Matthew Kichodhan Senior Vice President

He also holds directorships at various companies; as Director of Wave Entertainment Public Company Limited, Director of BEC World Public Company Limited, and Independent Director of Ocean Glass Public Company Limited. In September 2010, he was appointed as Director and President of Oishi Group Public Company Limited and Director in Oishi Group of Companies. He holds a Bachelor of Commerce from University of Toronto, Canada and a Master of Science, Management from Imperial College (Management School), University of London, England.

Mr. Jean Lebreton was appointed Senior Vice President in February 2008. At Thai Beverage Public Company Limited, Mr. Lebreton works with other senior executives to develop and implement strategy and facilitate the integration of future acquisitions. He worked for the Boston Consulting Group (BCG) from 1989 to 2005. After working for BCG in France for ﬁve years, he moved to Thailand in 1994 to open the Bangkok ofﬁce of BCG. He became a partner in the company in 1995. After leaving BCG in 2005, Mr. Lebreton worked independently for several years before joining Thai Beverage Public Company Limited. Mr. Jean Lebreton Senior Vice President

Mr. Lebreton has extensive experience in Asia, including several years in Shanghai, China. He has worked in many industry sectors as a consultant, including consumer goods, banking, and energy, covering topics such as market development, consumer research, re-engineering, and value management. Mr. Lebreton has an MBA from Wharton School of the University of Pennsylvania.

Mr. Polapatr Suvarnazorn was appointed as a Senior Vice President on May 14, 2010. From 2003 to 2010, he assumed the position of Vice President – Ofﬁce of External Affairs of Thai Beverage Public Company Limited. Before joining this company, he was the Executive Vice President of External Affairs of Riche Monde (Bangkok) Ltd. during 1986 and 2003. In 1984 to 1986, he held the role of Managing Director of Caldbeck MacGregor (Thailand) Limited. He worked as the Client Service Director of Ogilvy & Mather (Thailand) Co., Ltd. during 1976 and 1984. From 1974 to 1976, he was the Account Executive of Leo Burnett Limited (Thailand). Mr. Polapatr Suvarnazorn Senior Vice President

He holds a Bachelor Degree in Asian Studies and a Master Degree in Chinese Philosophy from Auckland University, New Zealand.

Mr. Marut Buranasetkul was appointed as a Senior Vice President on May 14, 2010. In 2008 to 2010, he was the Vice President – Ofﬁce of the President of Thai Beverage Public Company Limited, the Managing Director of Thai Drinks Co., Ltd., and the Deputy Managing Director of Thai Beverage Marketing Co., Ltd. Before joining the Company, he was the Senior Executive Vice President (Marketing & Sales) & Chief Marketing Ofﬁcer of CAT Telecom Public Company from 2005 to 2009. During 2001 and 2008, he held various positions as the director of CAT Buzz TV Ltd. from 2007 to 2008, the director of Hutchison CAT Wireless Multimedia Ltd. from 2006 to 2008, the Marketing Director, Digital Business of GMM Grammy Entertainment Public Company Mr. Marut Buranasetkul Senior Vice President

Limited from 2004 to 2005, and the Marketing Manager, Channel Distribution Management of Advanced Info Service Public Company Limited from 2001 to 2004. He holds a Bachelor Degree in Computer Science (Applied Statistics in General Business) from Chulalongkorn University and a Master Degree in Business Administration (Marketing & General Management) from Cleveland State University, USA.

Annual Report 2010 | Thai Beverage Public Company Limited

ORGANIZATION STRUCTURE

Audit Committee

Board of Directors

Office of Internal Audit

Executive Committee

Ofﬁce of the Chairman of the Executive Board

General Affairs

President and CEO

Office of the President Office of Corporate Communications* Office of Corporate Secretariat* Office of External Affairs* Office of Legal Affairs*

Corporate Services

Strategy

Ofﬁce of Human Resources

Ofﬁce of Strategic Planning

Ofﬁce of Information Technology

Centre of Excellence

Finance

Ofﬁce of Controller Ofﬁce of Treasury

Ofﬁce of General Services * Under process of being transferred to report to General Affairs.

Sales

Ofﬁce of Sales Planning and Support

Marketing

Ofﬁce of Marketing

Risk Management Committee

Nomination Committee

Remuneration Committee

International Businesses

Business Development Ofﬁce of Business Development

Non-Alcohol Production Ofﬁce of Non-Alcohol Production

Beer Production

Spirit Production

Ofﬁce of Beer Production

Office of Liquor Production Office of Technical Service and Environment Office of Engineering Office of Natural Essences Production

Annual Report 2010 | Thai Beverage Public Company Limited

RESPONSIBILITIES AND AUTHORIZATION OF EACH OFFICE

Ofﬁce of the Chairman of the Executive Board

Ofﬁce of Natural Essences Production

Co-ordinates and scrutinizes documentation work for

Oversees the process of natural essences production to

presentation to the Chairman of the Executive Board and is

meet the quality set forth by the Company.

responsible for the related secretarial tasks. Ofﬁce of Beer Production Ofﬁce of the President

Manages and oversees the production of the three beer

Manages secretarial tasks for the President. Provides

companies in compliance with the goals and policies of the

essential back-up in both administrative and strategic

Company, including the promotion of the development of

tasks. Coordinates with all internal units as well as external

production and personnel skills for the sustainable beneﬁt

organizations both domestically and internationally.

of the Group.

Arranges meetings of each ad hoc committee as assigned. Ofﬁce of Non-Alcohol Production Ofﬁce of Internal Audit

Manages and oversees the production operation and the

Assists the Board in promoting good corporate governance;

development of new products in non-alcoholic beverage

reports to the Audit Committee on signiﬁcant issues of risk

category in compliance with the goals and policies of

management, internal controls and governance; provides

the company, including the promotion of production and

advisory services and the resolution of issues concerning

personnel skills development for the sustainable beneﬁts of

internal controls; and promotes risk management to all

the company.

units’ operations. Ofﬁce of Business Development Ofﬁce of Liquor Production

Supervises and oversees the operation of all related

Manages and oversees operations of the three liquor groups

businesses under the responsibility of the Ofﬁce of Business

in compliance with the goals and policies of the Company,

Development in compliance with the Company’s policies

including the promotion of the development of production and

including giving advice and strategic planning to develop

personnel skills for the sustainable beneﬁt of the Company.

the businesses in charge to gain a maximize value added to the Company.

Ofﬁce of Technical Service & Environment Formulates liquor production processes and controls liquor

Ofﬁce of Marketing

production at 17 distilleries to meet the requirements of

Creates marketing, sales, advertising, public relations,

each type as well as the standards of the Thai Industrial

product development and merchandise distribution plans

Standards Institute. This includes the formulation of

in support of Group activities. Manages budgets, arranges

environmental management systems and controlling water

and controls the total product distribution in compliance

treatment systems.

with goals. Analyzes and formulates marketing strategies in line with market competition.

Ofﬁce of Engineering Oversees the engineering section to support the distilleries

Ofﬁce of Sales Planning and Supporting

and the Company’s afﬁliates to align with goals for the

Supervises and oversees support on the sale activities by

utmost beneﬁt to the Group.

coordinating with production and logistics units in order to ensure that the sale activities are performed according to the strategic plan.

Ofﬁce of Controller

Ofﬁce of Corporate Communications

Supervises and oversees the corporate functions of accounting

Supervises and responsible for all aspects of corporate

and budgeting to ensure the compliance with generally

communications functions, namely advertising and public

accepted accounting principles in Thailand to present the

relations, internal and external communications, electronic

complete, accurate and timely ﬁnancial informations as

communications as well as investor relations, to garner the

well as compliance with the procedures set forth by the

utmost beneﬁts for the company, particularly in regards

Board of Directors.

to corporate image and the fostering of relationship to efﬁciently support the company’s businesses and activities.

Ofﬁce of Treasury Supervises and oversees support for treasury affairs to

Ofﬁce of Corporate Secretariat

ensure technical and legal compliance of operations, as

Arranges all board of directors and shareholders meetings,

well as compliance with the procedures set forth by the

provides minutes of the relevant meetings of the Company

Board of Directors.

and its subsidiaries as well as other sub-committee meetings as assigned by the management; Oversees the compliance

Ofﬁce of Strategic Planning

in according to the Public Company Limited Law, Civil and

Oversees and coordinates the Company’s transformation

Commercial Code in relation to Partnership and Company

program through the Project Management Ofﬁce (PMO),

Limited, Securities Laws and the Listing Manual of the

centralizes all M&A activities in close coordination with the

Singapore Exchange which relevant to the Company and/

ﬁnance Ofﬁce, with a focus on strategic evaluation and

or subsidiaries; Prepares and keeps documents pursuant

Post Merger Integration, and leads key projects as required

to Public Limited Company, Private Limited Company and

to deﬁne and implement the group’s strategy.

Securities Laws as applicable; Controls disclosure of material information to ensure compliance with laws, regulations

Centre of Excellence

and the Listing Manual, as well as the Company policy;

Manages the budgeting and reporting processes, oversees

Analyzes Securities Laws relating to the Company’s business;

the investor relation department, and identifies and

Provides appropriate advice to all directors and key executives

disseminates best practices.

in relation to the compliance with rules and regulations of the Securities Laws including the resolutions of

Ofﬁce of Human Resources

shareholders, the resolutions of Board of Directors of the

Institutes international-standard human resources

Company; Oversees the share registration of the Company

procedures that are capable of coordinating between the

and its group of companies; Coordinates with related

headquarters and regional ofﬁces – taking into account the

parties on the company secretary and share registrar works;

value of human resources, commitment to ethics, and

and Organizes the preparation of the annual report.

compliance with laws. Ofﬁce of External Affairs Ofﬁce of Information Technology

Oversees external affairs. Directly and indirectly creates

Responsible for information technology (IT) services,

positive relationships with business partners, leading to

including development of advanced IT systems so that

commercial opportunities and supporting negotiations and

business units can access information and tools to enhance

business connections over the short and long terms. In

the Company’s competitiveness.

addition, build relations with government and social aspects organizations as well as planning and running corporate

Ofﬁce of General Services

community programmes.

Oversees administrative works for both the Company and its afﬁliates, such as cleaning services and maintenance of

Ofﬁce of Legal Affairs

ofﬁce buildings, supply of ofﬁce equipment and stationery,

Analyzes and advises all units of the Company on legal issues

security systems and insurance for the assets. Ensures that

to ensure full compliance with the law and for the best interests

the work complies with Company policies and regulations

of the Company as well as being responsible for litigation

to efﬁciently support the major business and activities of

matters, juristic acts/contracts matters, registration matters

the Group.

relating to partnerships/companies, and intellectual property.

Annual Report 2010 | Thai Beverage Public Company Limited

PRODUCT PORTFOLIO

Brown Spirits 1. SangSom 2. SangSom Premium 3. SangSom Superior 4. Mekhong 5. Mekhong (Flask) 6. Drummer 7. SangSom Similan 8. Blend 285 9. Crown 99 10. Hong Thong 11. Mungkorn Thong

Brandy 12. Meridian

3 4

9 10 11

Annual Report 2010 | Thai Beverage Public Company Limited

White Spirits

Ruang Khao 28 Degrees Ruang Khao 30 Degrees Ruang Khao 35 Degrees Ruang Khao 40 Degrees

Paitong 30 Degrees Paitong 35 Degrees

White Tiger 28 Degrees White Tiger 30 Degrees White Tiger 35 Degrees White Tiger 40 Degrees

Niyomthai 28 Degrees Niyomthai 30 Degrees Niyomthai 35 Degrees Niyomthai 40 Degrees

White Spirits

White Bear 30 Degrees White Bear 35 Degrees White Bear 40 Degrees Tajeen 30 Degrees Tajeen 35 Degrees Tajeen 40 Degrees

Chaiya Chao Praya Hanuman Mae Wang Nagaraj Phaya Seur

Chinese Herb Spirits Sua Dum Chiang-Chun Choo Sip Niw

Others Shinobu Sake

Annual Report 2010 | Thai Beverage Public Company Limited

Beer

Chang Classic Chang Draught

Chang Light

Archa Federbr채u

Non Alcohol Beverage

Chang Drinking Water

Chang Soda Water Chang Bitter Lime-Lemon Flavored Soda Water Chang Apple Mint Flavored Soda Water

Annual Report 2010 | Thai Beverage Public Company Limited

Non Alcohol Beverage

Power Plus (Electrolyte Beverage)

Wrangyer

Fruitnette

Ranger (Export)

(100% Fruit Juice)

(Energy Drink)

Black Up Coffee

Oishi Beverage

Amino Plus

Matcha Mineral Greentea Matcha Milktea

CofďŹ o Coffee

Annual Report 2010 | Thai Beverage Public Company Limited

Oishi Beverage

Oishi Green Tea

Oishi Black Tea

Oishi Chilled & Frozen Foods

Gyoza

Cup Oden

Japanese Restaurants / Kiosks

Kani

Sandwiches

Annual Report 2010 | Thai Beverage Public Company Limited

OPERATIONAL AND FINANCIAL REVIEW

Overview

both sales and profit growth. Besides strengthening

Founded in Thailand in October 2003, Thai Beverage

product sales, this adds new products to satisfy diverse

Public Company Limited (ThaiBev) consolidated

consumers’ demand while preparing ThaiBev for the

Thailand’s leading businesses of beer and spirits,

time when the economy picks up and the public regains

belonging to the principal shareholders and other

high purchasing power. For instance, the new, one-liter

business associates, into a single holding company. It was

SKU of Blend 285 spirit meets the demand of those

later registered on the Singapore Exchange (SGX) on

desiring value for their money. Besides catering to larger

May 30, 2006, raising S$1.574 billion (approximately

drinking crowd, the attractive designs of labels, lids, and

Baht 38 billion). A portion of the fund raised was used to

cases—with an embossed emblem—add a prestigious

pay off short-term debts and for working capital. ThaiBev

image to Blend 285 as a premium product.

is not only Thailand’s leading beverage manufacturer, but also one of Southeast Asia’s biggest manufacturers.

Apart from its alcoholic drinks, which established the

Today, ThaiBev has four core businesses: spirits, beer,

foundation of its business, today ThaiBev has expanded

non-alcoholic drinks, and food.

its business scope to proﬁtable, non-alcoholic beverages. This is evident in its acquisition of Oishi Group Public

Vision

Company Limited (Oishi), with a steady growth prospect

Our vision is to be a leading manufacturer and distributor

after ThaiBev had moved its product distribution from

of beverages with a focus on commercial excellence,

Oishi’s former distributors to ThaiBev’s own distribution

premiumization of products, and professionalism. Our

channels. Besides Oishi products, ThaiBev aggressively

mission is to forge partnerships with our key stakeholders

promoted Chang water and Chang soda in 2010. Both

by offering six guiding values:

products successfully gained market shares – particularly

• Offer quality products for every customer segment;

bottled water. Besides its presence in food outlets

• Satisfy distributors’ needs by offering professional

and restaurants, stores, and modern-trade outlets,

services;

Chang water are delivered to homes and ofﬁces in an

• Provide ﬁrst-quartile returns to our shareholders with

effort to create brand awareness. Business diversiﬁcation

consistent, high revenue growth and proﬁtability;

to non-alcoholic drinks will lower risks, particularly excise

• Become a role model in professionalism, transparency, and good corporate governance; • Trust, empower, and reward our staff to make them accountable and;

tax hikes on alcoholic drinks, which affect the spirit and beer businesses; optimize ThaiBev’s distribution network; and position ThaiBev as an overall leader of the beverage business, not just alcoholic drinks.

• Contribute to the society. ThaiBev is committed to retaining its market leadership

Strategies

by focusing on marketing investment to ensure its products

ThaiBev’s product development plan seeks continuous

are at ‘top of mind’ of target-group customers. Marketing

market premiumization in both quality and price that ﬁts

activities through music and sports are in focus as they

market changes while internationalizing the image of its

appeal to these customers; for instance our support for

products on par with imports. Both the development of

concerts in conjunction with leading music companies

existing products and the introduction of new ones with

and sponsorship for leading English Premier League and

continually high proﬁtability will enable ThaiBev to forge

Thai Premier League soccer clubs.

Annual Report 2010 | Thai Beverage Public Company Limited

ThaiBev’s distribution network is at the heart of its

Human resources being indispensable to organizational

success. With the spirits and beer business network dating

success, ThaiBev has promoted training courses to

back three decades, coupled with its cordial relationship

sharpen employees’ skills. On the part of the organization,

with distribution agents, ThaiBev is committed to the

a restructuring exercise prepared ThaiBev for dynamic

consistent development of this network. This was evident

business circumstances and a performance management

in its restructuring of distribution agents and introduction

system was implemented to ensure efﬁcient management

of innovative technologies as well as initiatives for

of employees.

improving sales, including the application of handheld computers to the work of sales teams and the issuing

Thai economy

of ThaiBev credit cards to facilitate retail outlets’

The ﬁrst two months of the year saw ongoing improvement

purchases—which saves time, boosts work efﬁciency,

in the domestic economy from late 2009 in line with the

and aids cash management for such retail outlets. In

global recovery. However, the heightened political conﬂicts

addition, ThaiBev has invested in logistics system

starting in mid-March eroded consumers’ conﬁdence and

development. This year witnessed construction completion

the PCI (Private Consumption Index), as a curfew was

of three distribution centers at Nakhon Ratchasima

enforced.

(for the Northeast), Chon Buri (for the East), and Surat

down on dining out, particularly in Bangkok Metropolis

Thani (for the South) to lower long-term transportation

and key cities where protests erupted.

Consumers hesitated to spend while cutting

costs. In the latter half of the year, consumers’ conﬁdence While remaining focused on developing international

climbed with the apparent belief that the domestic

business for further growth, ThaiBev has assigned

situation would improve once political issues died down.

professional teams to deﬁne business formats to suit each

Yet, the related overall index remained below 100, which

country. It was through gradual moves that ThaiBev made

reﬂected consumers’ lingering worries, particularly those

its presence in overseas markets with an aim to create a

about political circumstances after the chaos, which

stable foundation for its business and products. It focuses

indeed delayed economic recovery.

on establishing distribution channels—the route to

ﬂoods ravaged many parts of the country, wreaking havoc

market—which is identiﬁed as the key success factor for

on properties and farms while sapping consumers’

the business. The year saw ThaiBev’s marketing activities

conﬁdence and spending. This prompted the government

launched to establish its brand in key target countries,

to devise plans to accelerate recovery.

Late in the year,

including concerts of famed vocalist ‘Bird’ Thongchai McIntyre in the US to publicize its brand and attract more

For alcoholic drinks, consumers’ demand hinges on the

customers in the US market. Besides, Chang served as

domestic economy—which was why a healthy trend was

the ofﬁcial beverage partner of major golf tournaments

observed for the ﬁrst two months of the year. Amid political

like the CIMB Asia Paciﬁc Classic in Malaysia, the ﬁrst

chaos, consumers’ conﬁdence plummeted, as did the

PGA tournament held in Southeast Asia this year. ThaiBev

overall ambience, to the extent that the positive news and

also renewed its sponsorship agreement of Everton

events of the second quarter of the year—including the

Football Club through 2014. These activities and

World Cup Soccer tournament—could not compensate

sponsorships are expanding the presence of Chang in

sufﬁciently. Thanks to market improvement, ThaiBev’s

the global markets.

beverage business began to take off in the second half

of the year, so it is expected that such improvement will

Excise tax

raise consumersâ&#x20AC;&#x2122; conďŹ dence in spending on foods and

In 2010, the government made no adjustment in excise tax

drinks, among others.

rates for alcoholic beverages.

Annual Report 2010 | Thai Beverage Public Company Limited

DOMESTIC BUSINESS

The Thai economy began its revival from late 2009 through

political situation, coupled with the World Cup Soccer

the ﬁrst two months of 2010. But the outbreak of political

tournament in June to July, prompting more frequent dining

conflicts in late February, worsening through May,

out by consumers, which in turn raised the sales of drinks.

devastated the domestic political and economic situations

However, with the severe domestic ﬂoods toward the end of

for the ﬁrst half of the year, with repercussions on domestic

the rainy season hurting the economies of several provinces,

tourism and consumers’ conﬁdence. For safety concerns,

people’s lower consumption during that period caused

consumers dined out less often, which directly affected the

drink makers to speed up their year-end sales to make up

beverage industry, particularly in key provinces with

for the decline in several affected areas.

political conﬂicts. These problems hit beer and imported spirits, the common drinks consumed in entertainment outlets and tourism attractions, head on. But the overall market edged up around mid-year with the improved

Annual Report 2010 | Thai Beverage Public Company Limited

BEER BUSINESS

The domestic beer market slightly shrank from the past

year, ThaiBev scored a lower percentage decline than

year because of the increased political insecurity, which

domestic rivals. Its gradually improving beer business

in turn undermined consumers’ conﬁdence. In fact, such

resulted from the restructuring of goods distribution and

conﬂicts of the ﬁrst half of the year shrank the domestic

rebranding of Chang Beer since the last quarter of 2009.

beer market—particularly consumption at food outlets and pubs hurt by the government’s state of emergency

Launched in mid-2008, the restructuring of ThaiBev’s

declaration. The market turned positive only with the World

distribution network continued in 2010. Today, its sales

Cup Soccer tournament’s boost along with eased political

teams work through handheld computers and sales data

tension, which bolstered consumers’ conﬁdence. However,

became more systematized. These data ﬁnd uses in the

this year’s beer market has not recovered because of the

analysis of consumption patterns, as well as product

overwhelming ﬂoods.

placement and sales. In 2010, ThaiBev added a payment system through credit cards for retail shops to address the

On the whole, however, with a 4.4% rise in sales from

needs of those without cash on hand at the time of sales

last year, ThaiBev’s beer business of 2010 featured

teams’ visit. The improvement of sales channels through

improvement. Despite its lower sales for the ﬁrst half of the

all retail outlets has improved relationships between

ThaiBev and such outlets to the beneﬁt of ThaiBev’s beer

but also sponsored Everton Football Club of the English

business. As generally known, the beer business’s key

Premier League and 12 Thai Premier League teams.

success factors lie in beer distribution and shelf-life

In addition, ThaiBev continually monitored consumers’

management at points of sale before reaching consumers.

opinions to improve its mix of marketing components to

This differs from the spirits business, which relies on the

align with consumers’ demand.

push by agents, because spirits have no shelf-life problems. Sales of Federbräu Beer slowed down in 2010 in line with In 2010, ThaiBev continued to invest in the rebranding and

the domestic premium beer market, consequent to domestic

modernization of Chang Beer. Marketing investment

insecurity, since this market primarily relies on dining-out

accompanied sales promotions, with more intensive

sales volumes. ThaiBev’s return to investment in Federbräu

promotion of Chang Draught and Chang Light to address

is expected once the market improves.

the needs of modern consumers who prefer low-degree beer; sales promotions focused on sports and music sponsorships. Notably, Chang Beer not only sponsored the live telecast of the 2010 World Cup Soccer tournament,

Annual Report 2010 | Thai Beverage Public Company Limited

SPIRITS BUSINESS

The overall domestic spirits business in 2010 edged up slightly since premium spirits were terribly hurt by political insecurity, which sharply lowered consumers’ trips to pubs and bars in the first half of the year. Spirits consumption at food outlets, pubs, bars, and entertainment outlets normally takes the lion’s share of premium spirits, in which consumers tend to pick more prestigious products to support their image. This year, brown spirits took the lead in driving the growth of the spirits business. As a rule, local brown spirits are regarded as belonging to low-to-middle markets, mostly consumed off-premise. Consequently, Thai brown spirits were less affected than premium ones. ThaiBev’s spirits business in 2010 witnessed saw growth, mainly derived from the steady growth in brown spirits, with 5.9% growth from the previous year. The growth of its brown spirits stemmed from the huge popularity of Hong Thong and Blend 285, due to their value-for-money quality and price. Although net profit of overall spirits sales increased, the year saw a decrease in gross profit due to the rising costs of molasses—the key ingredient of spirits. In 2010, because of the domestic drought, the supply of domestic molasses ran low.

Annual Report 2010 | Thai Beverage Public Company Limited

NON-ALCOHOLIC BEVERAGE BUSINESS

Steady and healthy growth is widely foreseen for this market. This, coupled with ThaiBev’s strong distribution channels, contributed to its optimization of resources. In view of this opportunity, ThaiBev is taking this non-alcoholic beverage business seriously. The year saw ThaiBev’s substantial investment in marketing and publicity for Chang water and Chang soda, including TV and radio ads and various marketing activities. As a result, these ThaiBev products were warmly welcomed by consumers, as seen in high sales growth rates of 80.1% for Chang water and 79.9% for Chang soda, buoyed by expansion in food outlets and modern-trade channels. Oishi drinks continued their popularity among consumers, with Oishi green tea topping the domestic market shares of green-tea drinks thanks to a strong brand buoyed by consumers’ conﬁdence. Besides, the marketing campaign known as “Pai Tae Tua Tour Yok Gaeng (Free-All-the-Way Trip with Friends)”, in its third year, led to skyrocketing sales, particularly during the summer months. For the year, sales of Oishi beverages rose by 30.1% with steady growth projection. In view of the opportunity from this growth, ThaiBev invested in raising the production capacity of Oishi by installing a cold aseptic line during the year so as to deploy it in 2011.

Annual Report 2010 | Thai Beverage Public Company Limited

FOOD BUSINESS

For the first half of the year, the domestic economic and political situations dealt a stunning blow to the restaurant business as a whole. Still, Japanese food continued to find widespread popularity among consumers, partly because of people’s admiration for healthy dishes and their tastes. ThaiBev’s food business—best known by the Oishi chain of restaurants—continued its steady expansion of branches in 2010; 20 new branches made their debuts this year, raising the total number of outlets to 125. Despite the gloomy political and economic outlooks of the first half of the year, Oishi food outlets registered healthy growth, thanks to its consistent brand advertisement. In fact, the year witnessed 23.6% growth in this business from 2009, accounted for by both branch expansion and sales in existing stores. Notably, Shabushi restaurants enjoyed extraordinary growth as a major contributor to Oishi’s income. Besides the food business, Oishi has recognized channels to expand its food business through home deliveries, an exciting market buoyed by the demand of consumers who do not prefer home cooking. Today, Oishi’s home delivery business is still modest, so expansion in this business stands to add substantial income to ThaiBev’s food business.

Annual Report 2010 | Thai Beverage Public Company Limited

INTERNATIONAL BUSINESS

ThaiBev through its wholly own subsidiary, International

Development in 2010

Beverage Holdings Limited (IBHL), is responsible for

Overall performance of international business

building the international business. In 2010, IBHL has

ThaiBev’s international operations showed dramatic growth

ofﬁces in Hong Kong, Singapore, Cambodia, Malaysia, UK,

in 2010 across all regions, with sales growth of 20.5% when

USA, and China. IBHL distributes to over 80 countries,

compared year-on-year. ThaiBev’s international business

selling whiskies from the Inver House portfolio, Chinese

contributed 3.2% of the Company’s overall sale revenue in

spirits from Yunnan Yulinquan Liquor Co., Ltd. (YLQ),

2010. The growth in 2010 was backed by the expansion of

and ThaiBev’s Chang Beer, Thai spirits and non-alcohol

Chang Beer coverage, Inver House Scotch whisky expansion

product portfolio.

into USA and new markets in Europe, and continuing growth in China via YLQ.

Our international production centers include ﬁve distilleries in Scotland, and one distillery in Yunnan, China.

Chang Beer export Chang Beer sales continue to grow in many regions

Strategy

especially in Asia and US, with the sales growth of 59%

IBHL’s strategy continues to build on the three building

YoY. In USA market, Chang Beer saw the signiﬁcant sales

blocks i.e. premiumization of its product portfolio;

growth of 24%. The music marketing was the key activities

professionalization of the organization; and internationalizing

we used to support Chang Beer in USA. Key concerts were

its products across the world markets.

arranged in the key markets such as New York and L.A. The concerts with Thai super stars such as Bird Thongchai,

IBHL is focusing on building its ﬂagship brands – Chang

Nuvo and Da Endorphine were well accepted. Also, more

beer, Mekhong (branded overseas as “the Spirit of

penetration into both on-premise and off-premise channels

Thailand”), its single malt whiskies, Balblair, Old Pulteney,

helped improve beer sales in USA. In Asia market, coverage

Speyburn and anCnoc, blended scotch whiskies such as

expansion continues to drive the sales of Chang Beer to

Hankey Bannister, and Caorunn GIN, to be produced in the

72% growth.

UK. IBHL has identiﬁed key focus markets for each brand and is directing its efforts and resources at these ‘brand

Sports marketing also another marketing platform that was

market units’ (BMU’s). IBHL intends to be a global player

used to promote Chang Beer. Chang Beer is proud to be the

with a comprehensive portfolio of products across the

main sponsor on Everton FC’s jersey again. The contract

international markets.

with Everton FC was renewed and this will be another 3 years sponsorship with Everton until 2014. The sponsorship

Identifying and establishing an appropriate route to market

helped promote Chang brand’s presence in all regions. In

is one of IBHL’s key strategies, whether wholly owned or

addition, Chang Beer sponsored the ﬁrst PGA tour in Asia,

third party is subject to the market conditions, and our

as the ofﬁcial beverage partner.

goals for that speciﬁc market.

Thai Spirits Local partners and management are a critical part of the

The Company expanded Mekhong through more distribution

strategy as IBHL moves into new markets, with our key

channels in 2010. For US market, Mekhong is expanding

executives experienced in the beer and spirits businesses

availability through Thai restaurants nationwide.

from different countries around the world.

Annual Report 2010 | Thai Beverage Public Company Limited

Inver House products

Yunnan Yulinquan products

Inver House’s single malt portfolio was the key driver for our

After ThaiBev completed the acquisition of Yunnan

US market with Speyburn continued to outperform our

Yulinquan Liquor Co., Ltd. (YLQ) in China in 2009, the

expectation. Also, Inver House’s portfolio of whiskies was

Company helped YLQ extend its coverage in Yunnan.

introduced to the new market in Eastern Europe and Russia.

The new sales ofﬁce of YLQ was established in 2010 at

The expansion into Eastern Europe will help push the sales

Kunming, to serve more distribution channel in this area.

growth of the whisky portfolio and compensate for the

The new strategy that YLQ started in 2010 was to expand

slowdown in mature markets like Western Europe.

beyond their current product portfolio, which mostly falls into economy segment, to mid to high tier brands. Promoting more of the upper tier products helped YLQ to improve margin and proﬁtability.

Annual Report 2010 | Thai Beverage Public Company Limited

2003

October Thai Beverage Public Company Limited was established as a holding company for the alcohol beverage business

May

MILESTONES

ThaiBev successfully listed in the Singapore Exchange main board

2006 October Acquisition of Paciﬁc Spiritss UK se (PSUK), owner of Inver House Distillers in Scotland and acquisition of Best Spirits Company Limited

September Acquisition of 43.9% of Oishi Group Public Company Limited (“Oishi”) and disposal of 100% of Thai Alcohol Public Company Limited; followed by acquisition of additional Oishi shares via tender offer

2008

in November, resulting ThaiBev holds more than 50% of total sold shares in Oishi

September

2009

ThaiBev turned a new chapter in the history of “Beer Chang” under one umbrella concept of “Kon Thai Hua Jai Deaw Gun”

November Acquisition of Yunnan Yulinquan Liquor Co., Ltd., Chinese white spirit distillery in China

May ThaiBev’s ﬁrst distribution center (DC) in Nakhon Ratchasima province commenced operations., followed by two more DCs in Chonburi and Surat Thani provinces, respectively, in June and August 2010

2010

November Soda Chang launched its latest innovative products ‘Flavored Soda’ with 2 new variants, Bitter Lime-Lemon and Apple Mint

MANAGEMENT DISCUSSION AND ANALYSIS Performance for the year ended 31 December 2010

The Company acquired Yunnan Yulinquan Liquor Co., Ltd.,

1,904 million, or 6.1%, due to a higher gross proﬁt in the

a white spirits distillery in People’s Republic of China, in

spirits business of 3.3%, the beer business of 15.3%, the

the fourth quarter of 2009 through an indirect subsidiary

non-alcoholic beverages business of 5.8% and the food

in Hong Kong at a total consideration of RMB 69 million.

business of 17.3%.

The operation of this company was included in the spirits business segment since the fourth quarter ended

Earnings before interest, tax, depreciation and amortization

31 December 2009 onwards.

(EBITDA) was Baht 19,556 million, a decrease by Baht 355 million or 1.8%, due to a decrease of EBITDA in the

Group

beer business of 71.2%, the non-alcoholic beverages

For the year 2010, total sales revenue of the Company was

business of 31.2% although there was an increase of

Baht 121,361 million, an increase by Baht 13,392 million,

EBITDA in the spirits business of 0.8% and the food

or 12.4%, from Baht 107,969 million of last year, due to

business of 26.5%.

an increase of sales revenue from the spirits business of 10.5%, the beer business of 11.7%, the non-alcoholic

Net proﬁt was Baht 10,721 million, an increase by Baht 78

beverages business of 34.5% and the food business of

million, or 0.7%, due to a higher net proﬁt in the spirits

23.6%.

business of 1.3%, the food business of 23.2% and a lower net loss in the beer business of 0.2% although there was

Gross proﬁt was Baht 33,264 million, an increase by Baht

a lower net proﬁt in the non-alcoholic business of 22.3%. Unit: Million Baht

Non% % alcoholic to Sales beverages to Sales

Spirits

% to Sales

Revenue from sales

77,034

100.0

33,729

100.0

6,611

100.0

4,075

100.0

(88)

100.0

121,361

100.0

Cost to sales

52,046

67.6

28,812

85.4

4,722

71.4

2,616

64.2

(99)

112.5

88,097

72.6

Gross proﬁt

24,988

32.4

4,917

14.6

1,889

28.6

1,459

35.8

33,264

27.4

2,116

2.7

4,230

12.5

841

12.7

128

3.1

7,287

6.0

YTD_2010

Selling expenses Administative expenses Operating proﬁt (loss) Other income / Interest income EBIT (loss) Finance costs Income tax Net proﬁt (loss) Depreciation & Amortization EBITDA (loss)

6,275

8.1

16,597

21.5

272

0.4

16,869

21.9

161

0.2

Beer

9.2

796

12.0

1,127

27.7

2.3

11,287

9.3

252

3.8

204

5.0

(46.6)

14,690

12.1

(41)

94 (2,310) 73

0.3

0.5

46.6

374

0.3

4.3

223

5.5

15,064

12.4

0.2

0.3

0.1

259

0.2

(755)

(2.2)

(118)

(1.8)

(1,628)

(4.8)

379

5.7

1,620 (690)

(2)

282

(6.8)

6.4

3.0

31.8

(7.1)

15.3

24.9

(12.5)

% to Sales

3,091

4,924

2,302

11 (28)

Total

(2,404)

11,784

19,171

% % to Sales Eliminate to Sales

Food

0.8

4,084

3.4

186

4.6

10,721

8.8

4.8

382

5.8

188

4.6

4,492

3.7

(2.0)

664

10.0

411

10.1

19,556

16.1

Annual Report 2010 | Thai Beverage Public Company Limited

Unit: Million Baht

YTD_2009 Revenue from sales Cost to sales Gross proďŹ t Selling expenses Administative expenses Operating proďŹ t (loss) Other income / Interest income EBIT (loss) Finance costs Income tax Net proďŹ t (loss) Depreciation & Amortization EBITDA (loss)

Spirits

% to Sales

Beer

Non% % alcoholic to Sales beverages to Sales

Food

% % to Sales Eliminate to Sales

Total

% to Sales

Unit: Million Baht

Increase (Decrease) Revenue from sales Cost to sales Gross proďŹ t Selling expenses Administative expenses Operating proďŹ t (loss) Other income / Interest income EBIT (loss) Finance costs Income tax Net proďŹ t (loss) Depreciation & Amortization EBITDA (loss)

Spirits

Beer

Nonalcoholic beverages

Food

Eliminate

Total

Spirits Business

Net loss was Baht 1,628 million, a decrease by Baht 4

For the year 2010, sales revenue was Baht 77,034 million,

million or 0.2%, mainly due to an income tax impacts and

an increase by Baht 7,301 million, or 10.5%, mainly due to

there was a decrease of interest expenses.

an increase of sales price to cover the excise tax rise in May 2009 and an increase of sales volume. Total sales volume of

Non-Alcoholic Beverages Business

spirits was 515.8 million litres, an increase of 5.9%.

For the year 2010, sales revenue was Baht 6,611 million, an increase by Baht 1,695 million, or 34.5%, mainly due

Gross proﬁt was Baht 24,988 million, an increase by Baht

to an increase of Oishi’s beverages sales. Total sales volume

795 million, or 3.3%, mainly due to the increase in sales

of Oishi beverages, which consist of green tea, black tea,

although there was an increase in raw material cost.

and other non-alcoholic beverages, was 211.6 million litres, an increase of 30.1%. Energy drinks generated sales volume

EBITDA was Baht 19,171 million, an increase by Baht 147

of 8.1 million litres, a decrease of 6.7%. Soda and drinking

million, or 0.8%, mainly due to an increase in gross proﬁt

water generated sales volume of 24.3 million litres and

and a decrease in idle costs although there was an increase

92.7 million litres respectively, an increase of 79.9% and

in donation expenses and product protection expenses.

80.1% respectively.

Net proﬁt was Baht 11,784 million, an increase by Baht

Gross proﬁt was Baht 1,889 million, an increase by Baht 103

148 million, or 1.3%, mainly due to the increase EBITDA

million, or 5.8%, mainly due to the increase of Oishi beverages

and a decrease in interest expenses.

sales. The lower margin was mainly due to product mix of Oishi beverages sales and an increase in raw material cost.

Beer Business For the year 2010, sales revenue was Baht 33,729 million,

EBITDA was Baht 664 million, a decrease by Baht 301

an increase by Baht 3,533 million, or 11.7%, mainly due

million, or 31.2%, mainly due to an increase in marketing

to an increase of sales price to cover the excise tax rise in

expenses.

May 2009 and an increase of sales volume. Total sales volume of beer was 596.5 million litres, an increase of 4.4%.

Net proﬁt was Baht 379 million, a decrease by Baht 109 million, or 22.3%, mainly due to the decrease in EBITDA

Gross proﬁt was Baht 4,917 million, an increase by Baht

although there was a decrease in interest expenses.

651 million, or 15.3%, mainly due to the increase in sales.

Food Business EBITDA showed a loss of Baht 690 million, an increase by

For the year 2010, sales revenue was Baht 4,075 million,

Baht 287 million, or 71.2%, mainly due to an increase of

an increase by Baht 777 million, or 23.6%, mainly due to

sales promotion expenses.

an increase in number of branches and sales price.

Annual Report 2010 | Thai Beverage Public Company Limited

Gross proﬁt was Baht 1,459 million, an increase by Baht

Shareholders’ Equity

215 million, or 17.3%, mainly due to the increase in sales

Total equity as at the end of December 2010 was Baht

although food costs increased in accordance with the variety

58,228 million, an increase of Baht 1,785 million, or

of foods available.

3.2% compared with the end of 2009. This was mainly due to an increase in net retained earning which comprised of

EBITDA was Baht 411 million, an increase by Baht 86

proﬁt for the period and dividend payment.

million, or 26.5%, mainly due to the increase in gross proﬁt although branch rental fees increased.

Liquidity Cash and cash equivalents, as at December 31, 2010,

Net proﬁt was Baht 186 million, an increase by Baht 35

was Baht 3,359 million. The net increase from the beginning

million, or 23.2%, mainly due to the increase in EBITDA

of the period was Baht 769 million. Details of activities

and a decrease in interest expenses.

were as follows:

Financial Position

Unit: Million Baht Net cash provided by operating activities

15,213

Assets

Net cash used in investing activities

(2,818)

Total assets as at the end of December 2010 was Baht

Net cash used in ﬁnancing activities

(11,235)

77,302 million, an increase by Baht 153 million, or 0.2%,

Net increase in cash

compared with the end of 2009. Current assets increased

and cash equivalents in period

1,160

by Baht 1,699 million, mainly due to an increase in

Adjustment from ﬁnancial statement translation

inventories. Non-current assets decreased by Baht 1,546

Cash and cash equivalents at beginning of period 2,590

million, mainly due to depreciation of property, plant and

Cash and cash equivalents at end of period

(391) 3,359

equipment. Net cash provided by operating activities of Baht 15,213 Liabilities

million was mainly derived from net income of Baht 10,721

Total liabilities as at the end of December 2010 was Baht

million and non-cash items from depreciation and

19,074 million, a decrease by Baht 1,632 million, or 7.9%,

amortization of Baht 4,492 million.

compared with the end of 2009. This was mainly due to a decrease in long-term loans from ﬁnancial institutions.

Net cash used in investing activities of Baht 2,818 million was mainly due to purchase of property, plant and

The maturity of interest-bearing loans was as follows:

equipments.

Unit: Million Baht Within December 2011 Within October 2012 Total

8,762

Net cash used in financing activities of Baht 11,235

600

million was mainly due to repayment of loans and

9,362

dividend payment.

Financial Ratios Dec.31, 10

Dec.31, 09

Current Ratio (times)

1.91

1.85

Total Debt to Equity Ratio (times)

0.33

0.37

Net asset value per share (Baht)

2.31

2.24

Jan. – Dec.10

Jan. - Dec.09

Accounts Receivable Turnover (days) Inventory Turnover (days) Spirits Business Finished Goods (Excl. Legacy Stocks) Beer Business Finished Goods

Shareholder Returns Dividends The current policy of the Board of Directors is to recommend to our shareholders a dividend of not less than 50% of net profits after deduction of all specified reserve, subject to investments plan and as the Board of Directors deems appropriate. For the financial year ended 31 December 2010, the Board of Directors has recommended total dividend of Baht 8,788.51 million. Year 2010

Year 2009

8,788.51

8,286.31

25,110

Interim dividend per share (Baht)

0.15

Final dividend per share (Baht)

0.20

0.18

Total dividend per share (Baht)

0.35

0.33

83.33

78.57

18.70

19.27

Dividend for the year (Million Baht) Number of shares issued (Million shares)

Dividend payout ratio (%) Return on Equity Return on Average Equity (%) Earnings Per Share Earnings per weighted average ordinary shares (Baht) Weighted average number of ordinary shares for the year (million shares)

0.42

25,110

Annual Report 2010 | Thai Beverage Public Company Limited

RISK MANAGEMENT STRATEGIES

Market Competition Risk The political conflicts during the second quarter of last year negatively impacted the on-premise channel, which is a key consumption channel of the beer business in Thailand. As a result, beer consumption in 2010 shrank by 4% when compared with the previous year. In the event of slow market, major players pushed extra hard to increase beer sales and the competition was even fiercer in the past year. For reasons given, beer producers could not raise the price and in the mean time, they needed to spend more resources to win the market share. This adversely affected their profitability. Subsequent to the extended crackdown in early May and the lift of the States of The Emergency Act of Thailand, the anti-government meetings in public venues still recur regularly. Such political gathering hinders the recovering on-premise business and therefore; the fierce competition in the beer industry is expected to continue at least until the next general election. Despite a rather low competition among taxpaying white spirit producers, the market risk lies in the increasing numbers of illegal white spirit producers, subsequent to the latest tax increase of the white spirit in May 2009. Mitigation of such risk depends on the ability to persuade and encourage responsible authorities of the public sector to solve this problem seriously. On brown spirits side, ThaiBev effectively won the market share from low-price imported spirits. However, the year 2011 is expected to see intense competition due to marketing activities from imported spirits distributors in an attempt to regain the market share. ThaiBev’s seasoned Marketing Team and Sales Team have been long competing in the spirits and beer businesses. Since the re-launch of Chang beer in October 2009, ThaiBev has efficiently ceased growth of major competitors and began to regain the market share. Despite a rather small market share regained, it positively indicates higher market share to be gained by the Company in the following years. In addition, ThaiBev, as the market leader with high potential distribution, is confident in the competing ability of our spirits business.

ThaiBev focused on communicating with related executives in order to ensure their understanding about the Act. In addition, legal officers were appointed in every region to oversee the matter. They were assigned to visit relevant agencies overseeing the Alcohol Beverage Control Act enforcement to gain thorough understanding of the law in order to ensure that the Company’s activities are compliance with the law. There has been news that the Ministry of Finance is considering making adjustments of the entire excise tax system, including alcoholic beverages. To date; however, there are still no certain directions on the adjustment of excise tax for beers and spirits. Nevertheless, such adjustment will definitely more or less affect the total cost of goods, which largely comprises the excise tax. Excise tax administration completely lies in the hand of the related government agencies without any involvement of the private sector and therefore; the Company closely monitors the matter and prepares itself to ensure that such tax adjustment results in a minimum impact to the business. Our management team consists of executives with longstanding experience in the alcoholic beverage business and has undergone several tax changes. The Company is confident that the team will efficiently manage the excise tax risk as proven by its past records.

Operational Risk Certain raw materials in alcoholic beverage production are natural products; for example, rice, malt, hops and molasses. Their prices vary according to the weather, demand and supply in the market each year. Also, some packaging materials – such as foil labels – are imported supply, which requires a certain period of time for preparation and delivery. ThaiBev therefore mitigates the price ﬂuctuation risk by stipulating a policy to make purchases from several vendors, entering into forward contracts to control costs, entering into long-term agreements with major producers to obtain the required quantities and quality of goods and, supporting sellers to relocate their production facilities closer to those of ThaiBev.

Finance and Investment Risk

Regulatory and Tax Risk

ThaiBev’s business operations and expansion are capitalintensive and therefore, incur risks and several uncertainties.

In the past year, the Ministry of Public Health strictly enforced the Alcohol Beverage Control Act. Therefore,

The business itself is capital-intensive. In addition, new

product research and development, new factory construction and maintenance and modifications of the existing factories call for continuous investments. Furthermore, the Company incurs expenses in constant surveillance on the latest developments in the domestic and overseas beverage markets. Previous investments were funded by external loan resources, recapitalization, and ThaiBev’s internal cash flow. It is expected that future business expansion or modifications of breweries and distilleries of the Company will be funded by additional borrowing and internal cash flow. In this regard, ThaiBev has taken steps to secure additional credit lines from financial institutions, including O/D (overdrawing) credit lines, promissory notes credit line and issuance of bills of exchange. ThaiBev currently commands financial liquidity of 3.6 times of the total average sales of one month. If it somehow cannot secure commerciallyacceptable funds, it may then raise funds through recapitalization, which would reduce shareholders’ proportion. Furthermore, if it cannot secure the necessary funds to maintain or expand plants, this may harm its financial status, performance and business opportunities. Such risk is constantly mitigated by the Office of Controller, which is in attendance at planning meetings to share information for use in preparing the appropriate financial structure.

of maturity, consciousness and capability, all of which form part of determination whether candidates are qualiﬁed for the available positions. In respect of personnel development, Thai Beverage Training Co., Ltd. was established with an aim to build conﬁdence that the Company is moving towards its goals. ThaiBev Training is responsible for creating and developing quality personnel who uplifts the organization to become the leading international beverage company. The project on assessment of management and individual personnel development was conducted in response to the growth of the organization. Moreover, the Company promotes the use of the Performance Management System by developing an information system to collect data, conduct performance evaluation, and produce reports. This allows employees to learn about their strengths and weaknesses in their performance and how to enhance their potential. The High-Potential Personnel Management Program has continued with an annual assessment to identify the level of success of the program in order to ensure that successors are nominated for prominent positions and employees are provided with opportunities to make advances in their career.

HR Risk: human resources preparation for stability and business growth

Environmental Risk: Compliance with Environmental Protection Law

ThaiBev places importance on human resource management and puts in place personnel strategies with an intention to prepare and formulate the standardized human resource management in accordance with the ever-changing competitive environment.

ThaiBev sees signiﬁcance in ensuring compliance with laws and constant updates of production standards, reﬂected in our applications of various systems such as the Quality Management System Standard (ISO 9000), Food Safety Management System Standard (ISO 22000), Environmental Management System Standard (ISO 14000), Good Manufacturing Practice and Hazard Analysis Critical Control Points (GMP&HACCP) and so on.

Due to the competitive circumstances in the market and our growth, the effort to re-structure the organization, which began in 2009, has reduced the complexity in terms of management and resulted in enhanced working competency, coordination, and dynamic. Also, such re-structure reduced the cost of management to a reasonable level in terms of momentary investment and time. Developments were seen in the recruiting processes in order to indentify qualiﬁed and proper personnel with sound social, corporate and professional responsibilities. The Company puts in place the psychological and qualiﬁcation tests and applies the test result to analyze candidate’s level

Furthermore, the Company appointed the Energy Management Committee to oversee the consumption of electricity, thermal energy and hydropower, with an aim to optimize consumption of the 3 resources in a long run. Constant surveillance is arranged for these 3 resources and annual objectives are defined in order to control usage ratio. In addition, contamination monitoring is set and continuous search for alternative resources is carried out; for example, random tests for sources of water used in production process and the search for substitute fuels, etc.

Annual Report 2010 | Thai Beverage Public Company Limited

THAI BEVERAGE LOGISTICS

“ThaiBev Logistics driving beyond the Horizon Strategic&

Of course, year on year, asset value of Thai Beverage

Tactic driving to be the best largest distribution network in

Logistics is growing and signiﬁcantly contributes to the

Thailand and Regional”

business value chain, such as the largest distribution network (nationwide warehouses and distribution centers),

The horizon line is a starting journey of our Thai Beverage

modernization distribution services, asset utilization, and

Logistics Co., Ltd. (ThaiBev Logistics), Business is

cost control. Professional people and world-class IT

working around the clock; Day and Night delivers the high

technology are implemented, which allow the business

quality of Thai Beverage products to all destinations in

to optimize inventory in all locations, maximize asset

Thailand and Overseas. ThaiBev Logistics vision is to be

utilization and achieve the highest customer satisfaction,

the domestic and international leader in logistics industry,

while minimize overall supply chain cost-to-serve.

to maximize and sustain its ability to compete in the industry and to be an integral part to the Thai Beverage

In Phase II, Development of ThaiBev Logistics project will

Public Company Limited in becoming the leader in

focus into 3 perspectives; ﬁnancial perspective, operation

beverage industry, both locally and internationality.

perspective, and customer perspective. The 1st phase, 3 distribution centers had been established in Nakon

Achievement in 2010 (Phase I) is an integration of

Ratchasima, Surat Thani and Chonburi with the investment

logistics related activities from all Factory, Distribution

in Warehouse Management System. All of these 3

Centers and Thai Beverage’s sales ofﬁces into one Center

distribution centers already operate with the total ﬂeet of

of excellence. Thank you to the international standards

788 commercial vehicles. In the 2nd phase consists of

and World-class IT technology, result is maximize customer

investment in distribution centers in the other locations

satisfaction and lower supply chain costs. With the volume

such as Chiengmai, KhonKhan and the replacement of

sales of approximately 1,400 million liters per year,

transportation vehicles as planned. The 2nd phase of

ThaiBev Logistics organization had been redesigned

distribution center is expected to ﬁnish in the mid 2012,

with the modernize concept of “International Logistics

and transportation is expected to ﬁnish in the Q3 of 2011.

Development”. The success is a choice we make. ThaiBev Logistics 2011 Currently at the end of Phase I, ThaiBev Logistics is one

will enhance efficiency of the business in 3 ways;

of the largest distribution networks in Thailand and one of

Distribution coverage, Cost & Asset management, Value

the biggest in Southeast Asia as well, ThaiBev Logistics

chain integration. Our strategic distribution network

infrastructure asset consists of:

nationwide will be tactically managed to efﬁciently serve

• 4,800 People, – warehouse and transport staffs

both alcohol and non-alcohol product group, this to be in

• 2,000 Commercial vehicles (100% own ﬂeets),

alignment with ThaiBev’s strategy. Scope of services in

• + 1,000 Drop points,

2011 will focus in improving quality & cost of Thailand

• + 100 Sales ofﬁces,

distribution network, and moving services into upstream

• + 86 Warehouses,

supply chain and the cross border logistics. Joint projects

• + 16 Transportation ofﬁces,

with key business partners will be formed a strategic

• + 3 Strategic distribution centers

alliance to leverage the technology such as the Eco-

(2 distribution centers will be in Phase II).

driving, Safety driving through Tire management program, Fuel (energy) saving, and Fleet maintenance program.

Thai Beverage Logistics gallery – Thai Beverage Logistics 24 hours “Beyond the Horizon”

6.00 a.m. At ThaiBev Logistics, Distribution Center

6.30 a.m. Sales ofﬁce is ready

7.00 a.m. Truck arrive from Kamphengpetch Beer Factory

7.30 a.m. Truck reports at Transportation ofﬁce

8.00 a.m. Distribution Center starts 1st Inbound loading

8.00 a.m. Loading process

8.30 a.m. Ready for next assignment

8.30 a.m. Outbound process starts

8.45 a.m. ThaiBev Logistics ready to deliver

9.00 a.m. ThaiBev’s Sales ofﬁces conﬁrm Customer’s order

9.00 a.m. Truck leaves Distribution Center to all destinations

Operation works all day

6.00 p.m. Trucks report for day end

7.30 a.m. Next day, Truck reports at Distribution Center

We are ThaiBev Logistics…

Annual Report 2010 | Thai Beverage Public Company Limited

THAI BEVERAGE ENERGY

It has been the determination of the Distillery Group to develop clean alternative energies along with improving the environment surrounding the facilities. Hence, Thai Beverage Energy Co., Ltd. (“ThaiBev Energy”) focused on studying the possibility of projects to capture biogas and optimize the use of distillery slop at 11 distilleries in different provinces nationwide. Distillery slop is high strength; brownish-black wastewater with high concentration of organic substance from the distillation process. Currently, the distillery slop is treated through the organic decomposition process in an anaerobic opened lagoon and the treated wastewater is distributed to agriculturists living near the facilities who benefit from its soil improvement quality. Our study indicated that biogas produced during the decomposition of the organic substance in the distillery slop in an anaerobic opened lagoon release into the atmosphere. ThaiBev Energy hence opted for the distillery slop treatment by the Anaerobic Covered Lagoon system by ADI Systems Inc. – a Canadian company with over two decades of expertise in wastewater treatment. The system focuses on capturing the biogas and enables its use as alternative energy to substitute the heavy fuel oil utilized in steam boilers at the distilleries. The distilleries in 5 provinces i.e. Buri Ram, Ubon Ratchathani, Prachin Buri, Khon Kaen, and Surat Thani, were chosen to participate in the project, with the system construction and installation budget of Baht 170 million for each distillery. The project was divided into 2 phases, first of which was the investment of the first 2 distilleries in Buri Ram and Ubon Ratchathani provinces. With the distillery slop treatment by Anaerobic Covered Lagoon system, the lining and covering was provided for every lagoon in order to prevent any environmental problems, both in respect of leakage and disturbing odor in areas surrounding the distilleries. Main constructions were as follows;1. 3,000-cubic meter covered lagoon for distillery slop equalization 2. 27,000-cubic meters covered lagoon for ADI—BVF Reactor distillery slop treatment 3. 100,000-cubic meter covered lagoon for treated wastewater 4. A biogas supply system with burners for steam boilers.

This distillery slop treatment system could capture the biogas occurred from decomposition of the organic substance in distillery slop amounting to 26,000 cubic meters per day. Such volumes are almost adequate for the total substitution for fuel oil at all distilleries. Upon full operation of the system, a surplus of biogas may be produced, which can be further developed and utilized in other business activities. Moreover, the treated wastewater possesses soil improvement quality and the distribution of the treated distillery slop to nearby agriculturists is uninterruptedly continued. Since the project incurred high investment due to the overseas technologies utilized specially for the high strength distillery slop treatment, ThaiBev Energy applied with the Board of Investment for tax privileges. Moreover, it applied for registration as a project under the Clean Development Mechanism (CDM project) through the Thailand Greenhouse Gas Management Organization (Public Organization) pertaining to the Kyoto Protocol, under the United Nations Framework Convention on Climate Change (UNFCCC) in order to improve the project’s return on investment. ThaiBev Energy currently provides the service on distillery slop treatment and disposal as well as sells the biogas captured during the treatment as alternative energy in substitution of heavy fuel oil at the following 5 distilleries. 1. Athimart Co., Ltd. in Prachin Buri Province 2. S.S. Karnsura Co., Ltd. in Ubon Ratchathani Province 3. Fuengfuanant Co., Ltd. in Prachin Buri Province 4. Kankwan Co., Ltd. in Khon Kaen Province 5. Nateechai Co., Ltd. in Surat Thani Province The project is currently in the process of CDM registration. It is estimated that these 5 distilleries can reduce the emission of Green House Gas (GHG) equivalent to 200,000 tCO2e per year. All the 5 projects had received a Letter of Approval issued by Thailand Greenhouse Gas Management Organization (Public Organization) conﬁrming that these projects would assist The Kingdom of Thailand in achieving sustainable development. ThaiBev Energy success from the project not only signiﬁcantly improved the surrounding environment and landscape of distillery slop treatment but also, created a knowledge center for environmental management of the community, schools, and educational institutes in general. Furthermore, its use of the biogas in substitution of heavy fuel oil contributed to the reduction of oil import of the country.

OUR PEOPLE… OUR SUCCESS

ThaiBev and the strategy of employees’ capacity building

…..a few years ago, to stand still is to step back from success. At present, moving forward does not mean survival

With the Management team’s vision, Thai Beverage Public

in the competition. In the future, running is not enough for

Company Limited (“ThaiBev”) sees the value of “People”

winning…..

and put its effort on staff development as much as on technology or innovation. One of the company’s challenges is driving force of big organization’s success through employees’ capacity. At ThaiBev, employees are considered valuable asset. Budget for human resource development

When the pattern of the competition has been changed, the leader must adjust his/her concept idea to comply with it. (New business model, new leadership paradigm)

has been increasing every year. In order to achieve the goal of human resource development mission, Thai Beverage

In reference to the above vision, the Management Team

Training Co., Ltd. (“ThaiBev Training”) was established

has shown their intention and determination to lead the

in early 2010. Its mission is to developing all personnel

organization to the international competition. So far,

so as to increase the ThaiBev Group’s capacity in business

ThaiBev Group is recognized as a successful organization.

competition (ThaiBev Training as a strategic partner in

The challenge is how to make the new generation of

building corporate competitive advantage).

employees manage the organization sustainably since the

Annual Report 2010 | Thai Beverage Public Company Limited

pattern of the competition starts changing from Capital

PPA (Personal Proﬁle Analysis) and GTQ (General Training

Intensive or Industrial to Knowledge & Service Intensive.

Quotient). The data received is considered a research

Consequently, the Management Team has realized and

result, which will help planning effective human resource

been aware that it is necessary to adjust the way of thinking

development in the right direction and according to each

and the strategy in order to comply with the new direction.

executive’s skill.

The key is to mix the concept idea of management from

Future Direction and Strategy of Human Resource Development

Industrial Organization with the new concept idea based on Knowledge Organization. This leads to the driving force of organization’s capacity building especially the concrete

Leader’s concept idea of human resource development

capacity in Know-How Capital competition.

must be in the same direction (new paradigm in people development).

Human Resource Development & Increasing Organization’s Value

This must be the concept idea that all our employees have potential and capacity to learn in order to creatively manage

ThaiBev Group’s management direction has been set to the

the organization to move forward. It is the concept idea

strategy of increasing multi-competition capacity, such as

that we will help everyone to be High Performer in all

increasing revenue, increasing equity, increasing image

status. In order to support this concept idea, the company

value, setting up know-how capital.

has made a tool of strategic planning for human resource management and development. This is a so-called Internal

Therefore, the organization’s challenge is how to increase

Potential Benchmarking (IPB): Phase 1. It is used to

human capacity and pass human’s knowledge to the

receive basic data in setting human resource development

organization through new products and services, corporate

plan so as to meet the needs at person level, management

culture, innovation, modern working system, etc. Once the

level, and organization level. Its objective is to understand

customers perceive them and feel conﬁdent with them,

how each employee’s skill and learning method is different

they will be willing to pay more, and buy more. As a result,

since ﬁrst day of working with the company.

the revenue will increase, and then the proﬁt will increase. Of course, one part of the revenue will be used for human

As an organization, in order to help every employee succeed

resource development to increase their capacity. If we do it

in their careers or in their tasks (High Performer), different

more quickly than others; it means that we will take the

strategies must be planned for individual like and readiness.

lead in the competition, impress the customers and gain

All of these are important mission of ThaiBev Training to

their loyalty.

increase competition capacity for the afﬁliates in the year 2011.

As a result from this, during the last three months of year 2010, the company provided a capacity assessment and executive development project through “Increasing Personal and Team Effectiveness” for a group of 400 junior and senior executives of the organization. Its aim was to have the participants realize the necessity of capacity building in competition. This started from oneself; that is, understand one’s strength and limitation both oneself and subordinates. The most important thing was that the company used

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Annual Report 2010 | Thai Beverage Public Company Limited

CREDIT RATING ANNOUNCEMENT

On February 21, 2011 the annual review announcement, TRIS Rating Co., Ltd. (“TRIS”) affirmed the company rating of Thai Beverage Public Company Limited (“ThaiBev”) at “AA” with a “Stable” outlook To gain an international credit rating in order to establish Company’s overseas credit flexibility in the financial markets, the Company engaged Standard and Poor’s (“S&P”) and Moody’s Investors Service Pty Limited (“Moody’s”), both well-recognized globally in their field. S&P affirmed the ThaiBev rating at “BBB” rating with a “Stable” outlook (as Ratings Direct by S&P announced July 1, 2010), and Moody’s affirmed the ThaiBev rating at Baa2 with a Stable outlook (as Global Credit Research Credit Opinion by Moody’s announced April 26, 2010). (Note: The Thailand Country Rating from TRIS is “AAA”, “BBB+” from S&P and “Baa1” by Moody’s.) The rating, if assigned, will be subjected to revision or withdrawal by each of the Rating Companies, TRIS, S&P or Moody’s when there has been material change to the rating and/or annual review and/or review on opinion of each of the Rating Companies.

Annual Report 2010 | Thai Beverage Public Company Limited

100

AWARDS

As a good corporate citizen, ThaiBev has always been well

the Securities Investors Association (Singapore) or SIAS.

aware of its responsibility to ensure transparency of its

ThaiBev has received the award for three years i.e. 2006,

business operations, as well as to produce and sell quality

2009 and 2010.

products and to contribute to the society. ThaiBev adheres to the good corporate governance and conducts its business

Apart from adherence to the Good Corporate Governance,

by taking its stakeholders into consideration, including

ThaiBev focuses on maintaining its production standards to

customers, business counterparts, employees, shareholders,

strive for international recognition in respect of its product

investors and the general public. These high standards

quality. In 2010, Chang Beer won the gold medal in the

will make ThaiBev an internationally-acclaimed company,

Beers, Waters, Soft Drinks and Non-Alcohol Beverages

recognized by domestic and international investors.

category from the World Selection 2010, organized for the 49th time by Monde Selection Bruxelles. 2010 marked the

The Company is determined to operate the business with

third consecutive year that Chang beer won the gold medal

transparency, strict compliance with laws and regulations,

(2008-2010) and therefore; it was awarded the International

which emphasize on fair and equal treatment to its

High Quality Trophy as an honorary guarantee from Monde

shareholders and investors, including disclosure of correct

Selection.

and adequate information in an equal and timely manner via appropriate communications channel. In 2010,

Archa beer entered its ﬁrst tasting competition in 2010 and

ThaiBev’s unbroken devotion has won the Company the

won a gold medal in the Beers, Waters, Soft Drinks and

Runner-up of SIAS Investors’ Choice Award in the category

Non-Alcohol Beverages category from the World Selection

of Most Transparent Company 2010: Foreign Listings from

2010 held by Monde Selection Bruxelles, subsequent to

2006

2006 | 2009 | 2010

2006 | 2007 | 2008

2007

2008

IFR Asia Award: Capital Markets Deal of the Year 2006

SIAS Investors’ Choice Award for Most Transparent Company 2006 Runner-up: New Issues 2009 Winner: Foreign Listings 2010 Runner-up: Foreign Listings

IR Magazine Award Best IR in the Singapore Market by a Thai Company

Singapore Corporate Award 2007 Best Annual Report by a Newly Listed Company

Certiﬁcate of Excellence by IR Magazine 2008

BEER PRODUCTS 1998 | 2007

2008 | 2009 | 2010

Other awards of beer products Beverage Testing Institute (BTI) The 2008 World Championships 2008 - Chang Beer Beer Industry of Florida Beer Festival of the South, Lager Category 2009 - Chang Beer

Australian International Beer Awards European Style Lager 1998 - Chang Beer 2007 - Archa Beer

Monde Selection Bruxelles International Institute for Quality Selections Beers, Waters, Soft Drinks and Non-Alcohol Beverages - Chang Beer International High Quality Trophy 2010 - Chang Beer

101

winning a gold medal from the Australian International

Institute Review of Spirits, and the International Wine &

Beer Awards (AIBA) in 2007.

Spirit Competition.

On spirits side, the recently launched Caorunn gin produced

Moreover, ThaiBev is socially responsible and places great

by ThaiBev’s Inver House Distilleries in Scotland won gold

concern on environmental protection by opting to utilize

medals from several institutions namely, the International

standardized technology in order to minimize the impact on

Spirits Challenge 2010 (Design and Packaging Awards)

the environment, save energy and protect the environment

and the UK Packaging Awards 2010 (Glass Pack of the

of its surrounding communities. ThaiBev’s factories are

Year). Furthermore, it received the 2nd consecutive gold

well managed and maintained. For these efforts, the

medal in the Super Premium category from the Gin Master

company was awarded the Prime Minister Award 2010

2010, a gold medal from the US Beverage Testing Institute,

from the Ministry of Industry. Beer Thai (1991) Public

a silver medal from the 2010 International Cocktail

Company Limited also won the award in the environment

Challenge, the Starpack Industry Awards, and the Super

conservation category from its continuous environmental

Premium Gold Medal from 2010 Travel Retail Masters.

management and pollution control. Beer Thip (1991) Co., Ltd. won the award in the energy management

Our Scotch whisky products – Old Pulteney, Hankey

category from its excellent energy management, machinery

Bannister, anCnoc and Balblair-- have received international

improvement, energy-saving measures and effective energy

recognition, totaling more than 50 medals and awards

consumption.

namely, the International Spirits Challenge 2010, the Los Angeles International Wine & Spirits, the Beverage Testing

2008

2009

2009 | 2010

Asiamoney’s Corporate Governance Poll 2008 Best for Investor Relations in Thailand

Asia’s Best Companies 2009 Thailand: Best CEO by FinanceAsia Magazine

Asia’s Best Companies 2009 Thailand: Best CFO by FinanceAsia Magazine

Thailand Energy Award 2009 ‘Energy Recycle Off-Grid’ - Gold - Silver

Prime Minister’s Industry Awards ‘Energy Management’

INVER HOUSE’S PRODUCTS

SPIRITS PRODUCTS 1982 | 1983 | 2006

2009 Monde Selection Bruxelles International Institute for Quality Selections - Drummer, Mekhong

2009 | 2010

International Golden Award for Food & Beverages - SangSom

International Wine and Spirit Competition 2009 - Drummer 2010 - Mekhong

2010 Los Angeles International Wine & Spirits Awards 2010 - Mekhong

Balblair, Old Pulteney, anCnoc, Hankey Bannister, Speyburn, Caorunn, Catto’s - Icon of Whisky, Distiller of the Year 2008 - International Spirits Challenge (Drinks International) - International Wine and Spirit Competition - Los Angeles International Wine & Spirits Awards - US Beverage Testing Institute Review of Spirits - UK Packaging Award - Gin Master - Starpack Industry Awards - International Cocktail Challenge

Annual Report 2010 | Thai Beverage Public Company Limited

102

CORPORATE GOVERNANCE REPORT

At THBEV we adhere to good corporate governance principle, and the conduction of our business in compliance with all laws and regulations applied to us. As a consequence, this year THBEV, as the Thai company listed on the Singapore Exchange (“SGX”), received the Corporate Governance Asia Recognition Award 2010 from Corporate Governance Asia Magazine and Most Transparent Company Award 2010 as the Runner-Up in the Foreign Listings Category from Securities Investors Association (Singapore) (SIAS).

The Board’s Conduct of Affairs Principle 1 Our Board of Directors oversees the Company’s business and affairs in accordance with the resolutions of shareholders and the applicable laws. The Board must exercise good business judgment and act in good faith for the best interests of the Company. In this year, the Board met ﬁve times, and the following table shows the details regarding the attendance to the meeting of each director up to December 31, 2010:

Names

Positions

Number of Attendances / Total of Meetings

Mr. Charoen Sirivadhanabhakdi

Chairman

4/5

Khunying Wanna Sirivadhanabhakdi

Vice Chairman

4/5

Mr. Narong Srisa-an

Vice Chairman

4/5

Mr. Komen Tantiwiwatthanaphan

Vice Chairman

5/5

Mr. Puchchong Chandhanakij

Director

5/5

Ms. Kanoknart Rangsithienchai

Director

3/5

Mr. Chukiet Tangpongprush

Director

1/5

Mr. Staporn Kavitanon

Independent Director and Audit Committee Chairman

3/5

Prof. Kanung Luchai

Independent Director and Audit Committee Member

5/5

10. Mr. Manu Leopairote

Independent Director and Audit Committee Member

5/5

11. Mr. Ng Tat Pun

Independent Director and Audit Committee Member

3/5

12. Mr. Michael Lau Hwai Keong

Independent Director

5/5

13. Prof. Pornchai Matangkasombut

Independent Director

5/5

14. Mr. Sakthip Krairiksh

Independent Director

5/5

15. Gen. Dr. Choo-Chat Kambhu Na Ayudhya

Independent Director

5/5

16. Mr. Vivat Tejapaibul

Director

5/5

17. Mr. Panote Sirivadhanabhakdi

Director

4/5

18. Mr. Thapana Sirivadhanabhakdi

President and CEO

4/5

19. Mr. Sawat Sopa (1)

Director and Executive Vice President

3/5

Director and Executive Vice President

5/5

20. Mr. Ueychai Tantha-Obhas

(2)

21. Mr. Sithichai Chaikriangkrai 22. Dr. Pisanu Vichiensanth Remarks:

(3)

Director and Executive Vice President

5/5

Director and Senior Vice President

5/5

103

Matters Requiring Board Approval Our Board recognizes their utmost duties to administer business and oversee the Company’s operations. This includes the administration of the subsidiary companies to be in line with the Company’s core business plans to ensure that it complies with the shareholders’ resolutions in good faith and under the law, its objectives, and Articles of Association. In addition, our Board ensures that the Company and its subsidiary companies comply with the SGX Listing Manual. Our Board is also responsible for the determination of visions and business strategies of the Company and the oversight of management performance of their duties according to the Company’s policies and report the financial statements and general information to shareholders and investors with accuracy and sufficiency. According to the Law, the Board is required to meet not less than four times in each year. In 2010, the Board met more than such requirement in order to consider matter proposed by the management. Training All Directors have passed the Director Accreditation Program (DAP) of the Thai Institute of Directors. Some also accredited the Director Certification Program (DCP) of the same institution. We also encourage and support directors to understand Singapore Law and the Listing Manual applicable to our Company through training and information updating. All Directors received a clear explanation of their roles and responsibilities at the time of their proposed appointment to the Board.

Board Composition and Guidance Principle 2 Board of Directors Our Board consists of twenty two directors, including eight independent directors which are more than one-third of the total number of the Board members. All directors have long-term experience in business or attained honorary position. Executive Committee The Board appointed an Executive Committee which consists of eighteen members, they either are the Board members or top executive ofﬁcers of the Company. To enhance Company business operation, the Board granted them the authority to perform their duties. In this regard, some of the Executive Committee members are assigned to oversee business units under the supervision of the President and CEO. The Executive Committee may appoint other sub-committees to support the Executive Committee and the Board in order to ensure the good corporate governance of the Company. The Executive Committee meets once a month to discuss on the Company’s business administration, except for the case of emergency the meeting will be held as appropriate. Apart from the oversight of the administration of THBEV, the Board also appoints certain Executive members to hold directorship in both domestic and overseas subsidiary companies to monitor and control the business administration at maximum efﬁciency according to the Company’s policy and for the best interest of the Company.

Annual Report 2010 | Thai Beverage Public Company Limited

104

The Executive Committee’s responsibilities are as follows:

the Company. The Executive Committee also has the authority to appoint the President and CEO or

•

Prepare and propose business plans, targets, operational

any appointee of the Company to be the authorized

plans, business strategies and annual budgets of the

representative of the Company to sign related

Company and its subsidiary companies to the Board of

employment contracts within the budget approved by

Directors of the Company;

the Board of Directors of the Company;

Determine and propose business plans, budgets and

•

Approve the appointment of the Company’s representatives

management roles and responsibilities of the Company

to the Board of Directors and/or the sub-committee

and its subsidiary companies to the Board of Directors

of its subsidiary companies in order to supervise all

of the Company for approval;

administrative matters as approved by the Company for the efﬁciency and best interest;

•

Monitor the operations of the Company and its subsidiary companies to be in line with business policy, targets,

•

Supervise and approve matters relating to the operation

operational plans, business strategies, budgets and

of the Company. It may appoint or authorize any one or

management roles and responsibilities as approved by

more persons to engage in any act on behalf of the

the Board of Directors of the Company for the efﬁciency

Executive Committee as it deems appropriate such as

of and to facilitate business conditions;

appointment of the sub-committee to consider salary increase and bonus of executive leveled employees

•

Approve payments for investments or operations,

ranking from Vice President to Executive Vice President,

borrowing or requesting for any facility from a ﬁnancial

appointment of any of the sub-committees that have

institution, lending, including being a guarantor with

particular knowledge and expertise to manage and monitor

respect to the normal business of the Company and its

before proposing to the Executive Committee, provided

subsidiary companies as stipulated by the Board of

that the Executive Committee is entitled to repeal,

Directors;

change or modify the scope of the authorization; and

Approve the annual budget for annual increase or adjustment of salary and bonus payment for employees

•

Perform any other act as delegated by the Board of Directors of the Company.

of the Company and its subsidiary companies; However, the abovementioned approval shall not grant •

Approve payments as determined by Board of Directors

power that cause the Executive Committee or the authorized

of the Company;

representative being able to approve any transaction in which the Executive Committee or authorized

•

Propose the efﬁcient organization and management

representative, or any related person has interest or may

structure of the Company and its subsidiary companies

have any conflict of interest with the Company or its

to the Board of Directors of the Company;

subsidiary companies (as deﬁned in the Notiﬁcation of the Securities and Exchange Commission). Such approval must

•

Recruit, employ, terminate employment, promote,

be proposed to the meeting of the Board of Directors of

impose disciplinary penalty, transfer, adjust salary level,

the Company and/or the meeting of shareholders, as the

increase salary, adjust salary rate, and determine bonus,

case may be, for the approval, as stipulated in the Articles

welfare and other benefits as well as consider all

of Association of the Company or its subsidiary companies,

other remunerations for all levels of employees of

or any applicable laws.

105

In 2010, the Executive Committee met twelve times, and the following table shows the details regarding the attendance to the meeting of each member up to December 31, 2010. Number of Attendances / Names

Positions

Mr. Charoen Sirivadhanabhakdi

Chairman of Executive Committee

Khunying Wanna Sirivadhanabhakdi

1st Executive Vice Chairman

Mr. Narong Srisa-an

2nd

Executive Vice Chairman

12/12

Mr. Komen Tantiwiwatthanaphan

3rd Executive Vice Chairman

11/12

Mr. Puchchong Chandhanakij

4th Executive Vice Chairman

11/12

5th

12/12

Ms. Kanoknart Rangsithienchai

Mr. Chukiet Tangpongprush

Mr. Thapana Sirivadhanabhakdi

Mr. Sawat Sopa

(2)

(1)

Executive Vice Chairman

6th Executive Vice Chairman

Total of Meetings 11/12 9/12

4/12

President and CEO

11/12

Director and Executive Vice President

10/12

Director and Executive Vice President

12/12

Director and Executive Vice President

11/12

12. Dr. Pisanu Vichiensanth

Director and Senior Vice President

11/12

13. Mr. Jean Lebreton

Senior Vice President

10/12

14. Mr. Vichai Chaiyavaranurak

Senior Vice President

12/12

Senior Vice President

10/12

Senior Vice President

9/12

Senior Vice President

2/12

Senior Vice President

2/12

(3)

10. Mr. Ueychai Tantha-Obhas

(4)

11. Mr. Sithichai Chaikriangkrai

15. Mr. Somchai Suthikulpanit

(6)

16. Mr. Matthew Kichodhan 17. Mr. Polapatr Suvarnazorn 18. Mr. Marut Buranasetkul Remarks:

(7)

(8)

(5)

(1) Ms. Kanoknart Rangsithienchai was appointed as 5th Executive Vice Chairman by the Board of Directors Meeting No. 2/2010 on May 14, 2010. (2) Mr. Chukiet Tangpongprush was appointed as 6th Executive Vice Chairman by the Board of Directors Meeting No. 2/2010 on May 14, 2010. (3) Mr. Sawat Sopa was appointed as director by the 2010 Annual General Meeting of Shareholders on April 29, 2010. (4) Mr. Ueychai Tantha-Obhas was appointed as Executive Vice President by the Board of Directors Meeting No. 2/2010 on May 14, 2010. (5) Mr. Sithichai Chaikriangkrai was appointed as Executive Vice President by the Board of Directors Meeting No. 2/2010 on May 14, 2010. (6) Mr. Somchai Suthikulpanit ceased from Executive Committee member and Senior Vice President as he was appointed as Vice Chairman of Thai Beverage Marketing Co., Ltd. on February 1, 2011. (7) Mr. Polapatr Suvarnazorn was appointed as Senior Vice President by the Board of Directors Meeting No. 2/2010 on May 14, 2010 and was appointed to be the Executive Committee member by the Board of Directors Meeting No. 4/2010 on November 12, 2010. (8) Mr. Marut Buranasetkul was appointed as Senior Vice President by the Board of Directors Meeting No. 2/2010 on May 14, 2010 and was appointed to be the Executive Committee member by the Board of Directors Meeting No. 4/2010 on November 12, 2010.

Mr. Karn Chitaravimol was appointed as Senior Vice President in replace of Mr. Somchai Suthikulpanit by the order of the Chairman which was authorized by the Board of Directors Meeting No. 2/2010 on May 14, 2010. Management Committee The Board of Directors approved the set up of the Management Committee (MC) and authorized the President and CEO to be in charge of all MC activities. The MC was formed in January 2008 and consists of the top executives of business and support units. Up to present, the members have been changed due to the additional appointment and change of the top executives responsibility.

Annual Report 2010 | Thai Beverage Public Company Limited

106

As at December 31, 2010, the MC consists of eleven members

The Audit Committee meets at least once in each quarter

namely, Mr. Thapana Sirivadhanabhakdi, Mr. Sawat Sopa,

or more, in case of emergency. Please refer to the Audit

Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai,

Committee Report.

Dr. Pisanu Vichiensanth, Mr. Jean Lebreton, Mr. Vichai Chaiyavaranurak, Mr. Somchai Suthikulpanit, Mr. Matthew

Risk Management Committee

Kichodhan, Mr. Polapatr Suvarnazorn, and Mr. Marut

The Board of Directors appointed the Risk Management

Buranasetkul.

Committee in order to enhance the risk management to be efﬁcient and success in covering all business lines.

The Chairman of the MC is Mr. Thapana Sirivadhanabhakdi, the President and CEO.

As at December 31, 2010, the Risk Management Committee consists of seventeen members who are either directors

From February 10, 2011 Mr. Karn Chitaravimol, Senior

or executives. The Directors are Mr. Narong Srisa-an,

Vice President, was appointed as MC member to supervise

Mr. Puchchong Chandhanakij, Ms. Kanoknart Rangsithienchai,

Non-Alcohol Production Business in replace of Mr. Somchai

Mr. Chukiet Tangpongprush, Mr. Thapana Sirivadhanabhakdi,

Suthikulpanit.

Mr. Sawat Sopa, Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth. The executives

Investment Committee

are Mr. Jean Lebreton, Mr. Vichai Chaiyavaranurak,

The Company is very careful and will cautiously proceed in

Mr. Somchai Suthikulpanit, Mr. Matthew Kichodhan,

the investment for our business expansion. In this regard, the

Mr. Polapatr Suvarnazorn, Mr. Marut Buranasetkul,

Executive Committee appointed the Investment Committee

Mr. Chalerm Pornrutchakit, and Mr. Mahin Kraivixien.

(IC) which consists of nine members from various units.

The Chairman of the Risk Management Committee is

Mr. Narong Srisa-an is the Chairman of the IC and

Mr. Narong Srisa-an. Mr. Somsak Sae-Kuay, Vice President

Mr. Thapana Sirivadhanabhakdi and Mr. Sithichai Chaikriangkrai

of the Ofﬁce of Internal Audit, is the Secretary to the Risk

are the Vice Chairman of the IC. The IC is responsible for

Management Committee. In this regard, any executive who

consideration and advice the Executive Committee on the

is appointed as the Senior Vice President will automatically

acquisition/disposal of businesses, assets, including the

be the Risk Management Committee member.

merger of businesses of Thai Beverage Public Company Limited group of companies both domestic and overseas.

From February 1, 2011 Mr. Somchai Suthikulpanit ceased from Senior Vice President as he was appointed as

Audit Committee

Vice Chairman of Thai Beverage Marketing Co., Ltd.,

The Board of Directors appointed the Audit Committee

consequently Mr. Somchai Suthikulpanit ceased from

which consists of 4 members, namely, Mr. Staporn Kavitanon,

Risk Management Committee member. In addition,

Prof. Kanung Luchai, Mr. Manu Leopairote, and Mr. Ng Tat Pun.

Mr. Karn Chitaravimol who was appointed as Senior Vice

Mr. Staporn Kavitanon is the Chairman of the Audit

President, to supervise Non-Alcohol Production Business

Committee and Mr. Somsak Sae-Kuay, Vice President of

becomes the Risk Management Committee member.

the Ofﬁce of Internal Audit, is the Secretary to the Audit Committee.

Among others responsibilities, the Risk Management Committee ensures the analysis of both internal and

In this regard, Mr. Ng Tat Pun was appointed by the Board

external risks, determines the acceptable level of risks for

of Directors to be the leader of the Audit Committee in its

the Company and its subsidiary companies, and determines

roles in respect of the interested person transactions

and reviews criteria of risk management as well as evaluates

undertaken by our Group.

an emergency plan of each office to ensure that it is

107

practical. They also consider and review; overall policies,

Chairman approves the agenda to be considered at the

guidelines of risk management of the Company and its

Board meetings and the Executive Committee meetings

subsidiary companies, risks in the operation of the Company

as he is the Chairman of the Executive Committee. The

and its subsidiary companies, including the preparation of

President and CEO supervises the disclosure of adequate

the risk management report, warning system and preventive

and appropriate information to the Management and to

measures for operational risks. This includes the risk

the Board for further consideration and actions at the

assessment of the Company and its subsidiary companies

appropriate time.

with timely review of the criteria of risk management. The Chairman and the President and CEO are responsible Nomination Committee

for their roles in the overseeing the business operation

The Board of Directors appointed the Nomination Committee

and administration in accordance with the policy of the

which consists of Mr. Staporn Kavitanon, Mr. Manu Leopairote,

Board of Directors and structure of the organization of

and Khunying Wanna Sirivadhanabhakdi. The Chairman

the Company.

of the Nomination Committee is Mr. Staporn Kavitanon. Mr. Thidi Suwanarat is the Secretary to the Nomination

Board Membership

Committee. In this regard, the majority of NC members including the NC Chairman are independent directors.

Principle 4 In order to assure a transparent process for the appointment

The Nomination Committee is responsible for the selection

of the directors to the Board, the Nomination Committee

of the suitable person to be appointed as director and/or

(NC) would review and assess qualities of candidates for

President and CEO, and setting the procedures and the

directorships (including executive directorships) before

guidelines for selection.

making recommendations to our Board. The NC also reviews the retirement and re-election of directors for proposing the

Remuneration Committee

election to the Annual General Meeting of Shareholders of

The Board of Directors appointed the Remuneration

the Company to comply with our Articles of Association.

Committee which consists of Mr. Staporn Kavitanon, Mr. Manu Leopairote, and Prof. Kanung Luchai. The

The Remuneration Committee (RC) also determines

Chairman of the Remuneration Committee is Mr. Staporn

remuneration policies and guidelines to set fair and

Kavitanon. Mr. Thidi Suwanarat is the Secretary to the

reasonable remunerations of any kind to directors and

Remuneration Committee. In this regard, all RC members

executive committee members, as well as, reviews, revises,

are independent directors.

amends, or revokes such policies and guidelines to be proposed to the annual general meeting of shareholders of

The Remuneration Committee is responsible for setting

the Company for approval. The Committee is also in charge

the policies and the guidelines in the determination of

of the consideration and review of the remuneration of key

remunerations of any kind including to consider and review

executives and proposes to the Board of Directors of the

the remuneration of the key executives.

Company.

Chairman and CEO

In performing their roles, our NC and RC adhere to the law and the Listing Manual of the Singapore Exchange

Principle 3

applicable to our Company. The NC and RC also adopted a

Our Chairman encourages constructive relations among

charter and proposed it to the Board for approval.

the Board, Executive Committee and the Management. The

Annual Report 2010 | Thai Beverage Public Company Limited

108

Board Performance

Level and Mix of Remuneration

Principle 5

Principle 8

In conducting the business of the Company, the Board

The determination of level and band of remuneration of

perform their duties in good faith and due care according

the Directors, Executive Directors, and top executives of

to the laws, shareholders’ resolutions and to preserve the

the Company were based on the corporate and individual

interests of the Company. Our Board will do the self-

performance. The approval of the remuneration for the

assessment of their performances and responsibilities.

directors is proceeded with clarity and transparency to comply with laws and the Code of Corporate Governance

Access to Information

2005 of SGX (including the amendment). The Remuneration Committee will consider and endorse the remuneration

Principle 6

structure prior to propose to the shareholders for approval.

We are committed to providing our Board members with adequate, complete, continuous and timely information

The level of remuneration reﬂects their experience and

before the Board meetings. The Board members have

dedication. The remuneration bands rank from A to C as

separate and independent access to the Company Secretary.

follows.

The Company Secretary, in consultation and cooperation with the Ofﬁce of Legal Affairs, is responsible for advising

Remuneration bands:

the Board on the laws concerning public company limited,

“A” refers to remuneration below the equivalent of

private company including securities laws and relevant regulatory matters. In this respect, we set up a Compliance Unit, having a Compliance Manager responsible for this Unit under supervision of the Company Secretary. This is to ensure compliance with the legal and regulatory

S$250,000. “B” refers to remuneration between the equivalent of S$250,000 and S$499,999. “C” refers to remuneration from the equivalent of S$500,000 and above.

requirements. The Board approves the appointment and the removal of the Company Secretary. In 2010, the

The Company entered into a long-term employment agreement

Company Secretary attended all Board meetings and

with Dr. Pisanu Vichiensanth, who is the director in the

Executive Committee meetings.

Company, the Managing Director of Beer Thai (1991) Public Company Limited and the Managing Director of Cosmos

Procedure for Developing Remuneration Policies Principle 7 The Remuneration Committee (RC) is authorized by the Board to determine the remuneration of directors and/or executives in consultation with the Chairman to propose for the approval of the shareholders’ meetings. If a member of the RC has an interest in a matter deliberated by the Committee, he will abstain from participating in the review and approval process for that matter.

Brewery (Thailand) Co., Ltd., and a Senior Master Brewer.

109

Disclosure of Remuneration

9.2 Top Executives (Remark: S$ 1 = Baht 24)

Principle 9

Name of Executives

Remuneration Band

As at December 31, 2010, the remuneration bands of directors and six top executives are as follows: 9.1 Directors (Remark: S$ 1 = Baht 24) Names of Directors

Remuneration Band

Mr. Charoen Sirivadhanabhakdi

Khunying Wanna Sirivadhanabhakdi

Mr. Narong Srisa-an

Mr. Komen Tantiwiwatthanaphan

Mr. Puchchong Chandhanakij

Ms. Kanoknart Rangsithienchai

Mr. Chukiet Tangpongprush

Mr. Staporn Kavitanon

Prof. Kanung Luchai

10. Mr. Manu Leopairote

11. Mr. Ng Tat Pun

12. Mr. Michael Lau Hwai Keong

13. Prof. Pornchai Matangkasombut

14. Mr. Sakthip Krairiksh

15. Gen. Dr. Choo-Chat Kambhu Na Ayudhya

16. Mr. Vivat Tejapaibul

17. Mr. Panote Sirivadhanabhakdi

Mr. Jean Lebreton

Mr. Vichai Chaiyavaranurak

Mr. Somchai Suthikulpanit

Mr. Matthew Kichodhan

Mr. Polapatr Suvarnazorn

Mr. Marut Buranasetkul

Remarks:

C B (4)

B C

(5)

(6)

B B

(1) Mr. Sawat Sopa was appointed as director by the 2010 Annual General Meeting of Shareholders on April 29, 2010. (2) Mr. Ueychai Tantha-Obhas was appointed as Executive Vice President by the Board of Directors Meeting No. 2/2010 on May 14, 2010. (3) Mr. Sithichai Chaikriangkrai was appointed as Executive Vice President by the Board of Directors Meeting No. 2/2010 on May 14, 2010. (4) Mr. Somchai Suthikulpanit ceased from Executive Committee member and Senior Vice President as he was appointed as Vice Chairman of Thai Beverage Marketing Co., Ltd. on February 1, 2011. (5) Mr. Polapatr Suvarnazorn was appointed as Senior Vice President by the Board of Directors Meeting No. 2/2010 on May 14, 2010 and was appointed to be the Executive Committee member by the Board of Directors Meeting No. 4/2010 on November 12, 2010. (6) Mr. Marut Buranasetkul was appointed as Senior Vice President by the Board of Directors Meeting No. 2/2010 on May 14, 2010 and was appointed to be the Executive Committee member by the Board of Directors Meeting No. 4/2010 on November 12, 2010.

18. Mr. Thapana Sirivadhanabhakdi

19. Mr. Sawat Sopa (1)

Mr. Karn Chitaravimol was appointed as Senior Vice President

20. Mr. Ueychai Tantha-Obhas (2)

in replace of Mr. Somchai Suthikulpanit by the order of the

21. Mr. Sithichai Chaikriangkrai (3)

Chairman which was authorized by the Board of Directors

22. Dr. Pisanu Vichiensanth

Meeting No. 2/2010 on May 14, 2010.

Annual Report 2010 | Thai Beverage Public Company Limited

Accountability

110

In support of this, the Board also assigned the Ofﬁce of the Corporate Secretariat to oversee the compliance with the

Principle 10

laws concerning the private company, public company

The Board is responsible for providing a balanced and

limited and the Securities Laws, which are applicable to

understandable assessment of the Company’s performance,

the Company.

and for providing shareholders with quarterly and annual financial reports. The financial statements for the first three

In addition to the relevant laws and regulations, the Board

quarters are released to shareholders within 45 days of the

of Directors also announces the Business Ethics and

end of each quarter. The annual result is released within

indicated that all directors, executives and employees be

60 days of the end of each ﬁnancial year. In addition, after

complied. In the Business Ethics, the Board of Directors

the ﬁnancial disclosure, our top executives also participates

included the policy for the handling of information in order

in quarter results brieﬁng and telephone conference from time

to protect against unduly handling of information for

to time. This is to ensure the timely update to our investors.

personal beneﬁts or the beneﬁts of other persons. It is the responsibility of the directors, executives and employees

Audit Committee

of the Company to prevent any access by unauthorized persons, and/or disclosure of, non-public information that

Principle 11

may affect the market price of the Company’s shares and

The Board appointed the Audit Committee (AC), which

other ﬁnancial instruments issued by the Company, before

consists of four independent directors: three Thais and one

it has been received by the stock exchange, or before the

Singaporean. The AC responsibilities are clearly set forth in

information has been made public through SGXNET, or still

the Audit Committee Charter for instance, assessing the

be price-sensitive information.

adequacy and effectiveness of the internal controls of the Company and its subsidiary companies, ensuring the

In addition the Board of Directors has a policy for directors

correctness and reliability of the preparation process and

and executives on dealing in the Company’s securities.

information disclosures of the Company and its subsidiary

The directors and executives of the Company are prohibited

companies, and reviewing the Company and its subsidiary

from dealing in the Company’s securities from the date

companies compliance with the applicable laws, regulations

commencing two weeks before the announcement of the

and rules of the Stock Exchange of Thailand and the

Company ﬁnancial statements for each of the ﬁrst three

Singapore Exchange. This includes the internal controls

quarters of the Company’s ﬁnancial year and one month

and consideration of Interested Persons Transactions to

before the announcement of the Company’s full year

prevent any occurrence of conﬂict of interests.

ﬁnancial statements, and from trading at any time on short-term considerations. Under the Company’s Articles,

Internal Controls

the Directors must also notify the Company and the SGX-ST of the particulars of his shareholding interest in the

Principle 12

Company at the time of his appointment and, for so long

Our Board values a sound management internal control

as he remains as a Director, of any interest in, and all

system. To safeguard shareholders’ investments and the

changes to, his shareholding in the Company within 2

Company’s assets, the Board appointed an Executive

business days of any such change. The Company Secretary

Committee, each member of which oversees different

immediately announces such notice through SGXNET and

departments and business units to ensure the adequacy of

within 7 days provides a copy of the notice received to all

ﬁnancial, operational and compliance controls, including

other directors.

risk management policies.

111

Based on the information provided to it, the Audit Committee

different auditor from the Company. The Company’s Audit

believes that the system of internal controls and risk

Committee and Board of Directors considered and satisﬁed

management of the Company is adequate.

that the appointment would not compromise the standard and effectiveness of the audit of the Company, in

Internal Audit

compliance with the Rule 716 of the Listing Manual.

Principle 13

Communication with Shareholders

The Company established the Ofﬁce of Internal Audit to assist the Board through the Audit Committee (AC) in

Principle 14

promoting sound risk management and good corporate

Not only we make various announcements via SGXNET

governance by assessing the adequacy and effectiveness of

to communicate with our shareholders, but our Investor

the internal controls for key businesses and operations in

Relations Unit also works closely with our top executives

areas described in the audit plan. In this respect, the AC

to ensure timely disclosure. The unit arranges quarterly

appointed the Vice President, Ofﬁce of Internal Audit, as

brieﬁngs following the disclosure of interim and full year

the Secretary to the AC. Annual audit plan was prepared to

results, so that investors may query management about

ensure that the performance of internal audit is accurate

ﬁnancial, marketing or strategic issues. Between reporting

and complete.

periods, the Investor Relations team regularly meets with investors to communicate the policies and strategies of the

The AC will propose its opinions on the appointment of the

Company so that investors have a good understanding of

auditors of the Company and its subsidiary companies

the Company operation. Investor Relations provides timely

including their remuneration to the Board of Directors in

detailed information via the corporate website.

order to propose to the Shareholders Meeting for approval. The 2010 Annual General Meeting of Shareholders held

The unit also reports to management about investors’

on April 29, 2010, unanimously resolved to approve the

comments and concerns. Contact information for the

appointment of Ms. Nittaya Chetchotiros, Certiﬁed Public

Investor Relations Unit appears in this annual report or on

Accountant No. 4439 or Ms. Bongkot Amsageam, Certiﬁed

the investor relations section of the corporate website

Public Accountant No. 3684, or Mr. Santi Pongjareanpit,

http://www.thaibev.com/ir.html.

Certiﬁed Public Accountant No. 4623 of KPMG Phoomchai Audit Ltd. to be the auditor of the Company. This appointment is also complied with Rule 713(1) of the Listing Manual of Singapore Exchange (Listing Manual). According to the ﬁnancial statements ended December 31, 2010, there was no payment made by the Company for the Non-Audit Fee to the auditor. Normally, Thai Beverage Public Company Limited and subsidiaries will appoint KPMG Phoomchai Audit Ltd. (“KPMG Thailand”) and companies in the group of KPMG Thailand in various countries to provide audit services. However, there is one subsidiary in overseas which is International Beverage Holdings Limited USA, Inc. appointed

Annual Report 2010 | Thai Beverage Public Company Limited

Giving – Mission to Strengthen Relationship “ThaiBev… Unites to Fight the Cold”, the longstanding project, carried out for 11 consecutive years, to provide blankets to villagers in remote areas as a relief from the harsh cold season.

112

113

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

Giving—ThaiBev‘s Mission to Strengthen Our Valuable Relationship Giving is distinguished as a unique Thai identity. ThaiBev’s mission includes truly giving with determined purposes and principles in which the value of such giving does not only extends to its stakeholders, but also to the environment surrounded. ThaiBev’s giving represents its contributions to society and the environment by fostering environmental conscience among our staff and the public while facilitating the development of the society as a whole. We give to express our sincerity, driven by our gratitude to mother nature for allowing us to create good things for the society. ThaiBev is looking beyond the horizon, regarded as the frontier of its business. Even though our business has extended to markets in many parts of the world, there is still territory that stretches far beyond the horizon. ThaiBev therefore, takes the concept of being a “Responsible Company” more seriously than just a business trend. We combine the concept of environmental conservation with the long-term development of our business strategies to make sure that both are compatible with our goal. After listing on the Singapore Stock Exchange in 2006, ThaiBev declared its determination to strive for commercial excellence in the food and beverage industry by developing its production processes, establishing personnel e x c e l l e n c e , e nha nc i ng a dv a nc e d t e c h n ology of management and production, engaging in charitable activities, supporting and being socially responsible. The Environmental Mission was added to contribute to the world we all share and co-exist so that it may remain beautiful, with the sound environment and sustainable prosperity. Giving is infused in the good corporate governance principles of ThaiBev to express its determination to nurture the earth.

The summary of achievements in 2010 reflected outstanding corporate governance, especially in terms of transparency and professionalism. It has been ThaiBev’s determination to implement projects to constantly improve the quality of life of local people in most regions. In 2010, ThaiBev continued its contributions to the society to assist both public and private sectors in social, religious, educational, public health, sports as well as arts and cultural aspects. Contributions: • “ThaiBev Unites to Fight the Cold”, the longstanding project, carried out for 11 consecutive years, to provide no less than 200,000 blankets each year to villagers in remote areas as a relief from the harsh cold season. By 2010, the total individuals received the blankets exceeded 2,200,000 persons. •

Integrated advertising and public relations campaigns aiming to encourage people to commit good deeds in coherent with His Majesty the King’s “For Beneﬁt and Happiness” solemn promise to Thais.

•

Activities to improve the quality of life of the locals living nearby ThaiBev facilities through learning new professions that can create additional income.

•

Following the success of our village sponsorship with the Population and Community Development Association (PDA) in Buriram Province, ThaiBev incorporate with “Adam Scott Foundation” to sponsor our second village in Khon Kaen.

•

Establish ThaiBev Thai Talent program in sports and arts to support talented Thai youths to reach their dreams for professionalism or achievement.

•

Sponsorship for the “Community Water Resources Management under the Royal Initiative” project to ﬁght against draught and to increase agricultural fertility that leads to sustainable prosperity of the community.

Annual Report 2010 | Thai Beverage Public Company Limited

114

Top-left:

ThaiBev, in cooperation with Sirivadhanabhakdi Foundation, sponsored construction of a new building worth Baht 2.4 billion of Bhumirajanagarindra Kidney Institute, for kidney patients caring.

Top-right :

Bottom-left:

ThaiBev provides integrated support to several projects nationwide at community and national levels, ranging from scholarship programs, building construction, teaching and education materials, and lunch projects at many schools.

Bottom-right: ThaiBev supported an orchestra of the College of Music, Mahidol University, in order to develop the music potential of youth comparable to the international level.

•

On social aspects, we continue to promote moderate

•

“ThaiBev Football Academy” (TBFA), aims to develop and encourage football spirits through sponsorship granted to the Football Association of Thailand.

On sports, ThaiBev regards sports as a method to reﬁne

drinking and cooperating with authority on drink-drive

the minds and health of people; therefore, it provides

activities to prevent road accidents.

continuous supports to various sports associations. Each year, ThaiBev increases direct and indirect

•

On education, ThaiBev adheres to the principle that the

assistance measures namely, funding, consultation,

nation’s sustainable future equals a long-term

and operation, for major sports associations and major

investment, and that only education holds the key to

sports events that Thailand participates in, such as

the most solid foundation of the Thai society in the long

volleyball, golf, billiards, tennis, and especially football.

run. Therefore, ThaiBev continues to provide scholarship

ThaiBev opens a window of opportunity for the football

for those with academic excellence, ﬁnancial aid for

industry to develop and encourage football spirits in

building construction, educational and teaching

wider demographics through sponsorship granted to the

materials, for general individuals as well as to staff.

Football Association of Thailand, various football clubs

115

Beer Thai (1991) Public Company Limited in Kamphaeng Phet Province won the industrial award 2010 in the category of environmental conservation.

in Thai league, Everton Football Club, and the

These are parts of the mission and responsibility held dear

establishment of the “ThaiBev Football Academy”

by ThaiBev under the belief that it is the duty of an entity

(TBFA) project, which contributes to the social

with corporate governance and social responsibility to bring

sustainability. TBFA will soon open its second branch to

true happiness to society through giving, especially when

serve the needs of thousands of children from several

the act of giving expands beyond the horizon of business.

communities in Bangkok.

ThaiBev believes that being a Responsible Company is the true Thai way of giving—a ﬁrm commitment by ThaiBev—

•

On public health, ThaiBev deeply cares about the health

along with its business operation. This is one of the ultimate

of underprivileged people in remote and rural parts of

goals of our journey beyond the horizon.

the country. It has provided constant support in forms of funds and operations related to public health, as captured below. – ThaiBev takes a team of reputable physicians to give free medical checkups and treatments at Chang Clinic in Kamphaeng Phet province on a monthly basis. – Donate medical equipment and tools to the Princess Mother’s Medical Volunteer Foundation (PMMV). – Sponsor the mobile unit of prosthetic limbs of Mahavachiralongkorn Foundation and several others. – Donate and support Bhumirajanagarindra Kidney Institute Foundation such as seminars and building the kidney hospital. – Help wildlife injured in accidents by provide fund for vehicles to the wildlife rescue unit of the Royal Forest Department. – Help natural-disaster victims. •

Preservation of Thai Arts and Culture by supporting university symphony orchestras, exhibitions, traditional fairs, and so on.

Annual Report 2010 | Thai Beverage Public Company Limited

116

AUDIT COMMITTEE

1. Mr. Staporn Kavitanon Chairman of the Audit Committee 2. Mr. Kanung Luchai Audit Committee member 3. Mr. Manu Leopairote Audit Committee member 4. Mr. Ng Tat Pun Audit Committee member

117

AUDIT COMMITTEE REPORT

The Audit Committee of Thai Beverage Public Company

4. Approved the 2011 audit plan of the Internal Audit

Limited consists of 4 independent directors who are

Ofﬁce, supervised the internal audit function through

appropriately qualiﬁed to discharge their responsibilities,

the acknowledgement of its audit results and provided

namely Mr. Staporn Kavitanon as Chairman of the Audit

guidelines to the Ofﬁce of Internal Audit.

Committee, Mr. Kanung Luchai, Mr. Manu Leopairote and

5. Proposed KPMG Phoomchai Audit Limited to continue

Mr. Ng Tat Pun as Audit Committee members. The Audit

the role as the Company’s external auditor in 2011 and

Committee is guided by the Audit Committee Charter

the remuneration to the Board of Directors for approval

approved by the Board of Directors which clearly set out

of the shareholders at the Annual General Meeting.

its authority, responsibilities and duties.

The Audit Committee considered and was satisfied with the independence, performance, competency and

In 2010, the Audit Committee held 4 regular meetings

experience of the external auditor.

with the Executive Management, Head of Internal Audit Ofﬁce and the external auditors of the Company in relation

The Audit Committee is of the view that the Company’s

to the meeting agenda as appropriate. The major tasks

ﬁnancial statements have been prepared in accordance

undertaken by the Audit Committee were as follows:

with the generally accepted accounting standards. The interested person transactions have been accurate, fairly

1. Reviewed the quarterly and full-year ﬁnancial statements

disclosed and in compliance with corporate governance

of the Company, including key signiﬁcant ﬁnancial

practices. The Company’s internal controls have been both

reporting issues, to ensure accuracy, reliability, complete

adequate and appropriate to its business and found no

and adequate disclosure of signiﬁcant information and

material discrepancy.

in accordance with the generally accepted accounting standards. The Audit Committee then recommended the quarterly financial results to the Board of Directors for approval, as well as the annual financial results to the Board of Directors for endorsement and approval of the shareholders at the Annual General Meeting. 2. Reviewed interested person transactions and transactions that may lead to conflict of interests to ensure their compliance with the Company’s policy and corporate governance principles with proper transparency and disclosure. 3. Reviewed and assessed the adequacy and appropriateness of the Company’s internal controls through the oversight and audits of the Internal Audit Office.

Staporn Kavitanon Chairman of the Audit Committee February 22, 2011

Annual Report 2010 | Thai Beverage Public Company Limited

118

AUDIT REPORT OF CERTIFIED PUBLIC ACCOUNTANT To the Shareholders of Thai Beverage Public Company Limited

I have audited the accompanying consolidated and separate

Company Limited, respectively, in accordance with generally

balance sheets as at 31 December 2010 and 2009, and

accepted accounting principles.

the related statements of income, changes in equity and cash ﬂows for the years then ended of Thai Beverage

Disclosure of signiﬁcant differences between Thai Financial

Public Company Limited and its subsidiaries, and of

Reporting Standards and International Financial Reporting

Thai Beverage Public Company Limited, respectively. The

Standards is not a required part of the basic financial

Company’s management is responsible for the correctness

statements under generally accepted accounting principles

and completeness of information presented in these

in Thailand, but it is presented in Note 37 to the ﬁnancial

ﬁnancial statements. My responsibility is to express an

statements for information purposes only. I have not audited

opinion on these ﬁnancial statements based on my audits.

or reviewed such information and therefore do not express any audit opinion or review report thereon.

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.

(Nittaya Chetchotiros) Certiﬁed Public Accountant

In my opinion, the consolidated and separate ﬁnancial

Registration No. 4439

statements referred to above present fairly, in all material respects, the ﬁnancial positions as at 31 December 2010 and 2009 and the results of operations and cash ﬂows for

KPMG Phoomchai Audit Ltd.

the years then ended of Thai Beverage Public Company

Bangkok

Limited and its subsidiaries, and of Thai Beverage Public

23 February 2011

119

BALANCE SHEETS As at 31 December 2010 and 2009

Consolidated financial statements

Assets

Note

2010

Separate financial statements 2009

2010

2009 (in Baht)

Current assets Cash and cash equivalents

3,358,696,022

2,590,213,439

22,849,120

128,663,235

Current investments

795,459

3,744,237

5, 8

1,921,770,225

2,050,389,992

790,866,676

503,887,458

2,370,666,238

2,995,032,567

27,146,320,485

26,194,210,534

Trade accounts receivable Short-term loans to and other receivables from related parties Inventories Other current assets

TOTAL CURRENT ASSETS

1,971,422,068

2,148,994,269

18,901,550

13,849,022

35,189,870,935

33,491,439,929

2,412,416,908

3,137,544,824

Non-current assets Investments in subsidiaries

80,047,424,542

80,091,287,047

Investments in associates

122,755,082

127,832,595

13,797,886

10,588,899

Other long-term investments Long-term loans to and

39,405,277

51,908,826

2,502,181,738

3,466,307,738

Property, plant and equipment

36,442,590,607

37,745,873,799

47,129,294

62,938,895

Intangible assets

3,200,711,244

3,286,735,878

24,042,689

31,069,390

Leasehold rights

193,341,836

213,351,580

Other non-current assets

other receivables from related parties

2,099,718,673

2,221,933,597

314,936,650

325,816,250

TOTAL NON-CURRENT ASSETS

42,112,320,605

43,658,225,174

82,935,714,913

83,977,419,320

TOTAL ASSETS

77,302,191,540

77,149,665,103

85,348,131,821

87,114,964,144

The accompanying notes are an integral part of these ďŹ nancial statements.

Annual Report 2010 | Thai Beverage Public Company Limited

120

BALANCE SHEETS As at 31 December 2010 and 2009

Consolidated financial statements

Liabilities and equity

Note

2010

Separate financial statements 2009

2010

2009 (in Baht)

Current liabilities Bank overdrafts and short-term loans from ﬁnancial institutions Trade accounts payable

6,262,242,793

5,718,476,373

5,000,000,000

3,100,000,000

5, 18

3,757,164,726

3,139,839,924

2,500,000,000

3,765,000,000

2,500,000,000

3,765,000,000

5, 17

163,275,883

153,590,445

6,083,425,215

7,390,687,827

2,200,000

2,225,876,373

2,222,224,192

144,375,369

24,745,821

3,461,275,011

3,088,996,006

144,233,439

159,410,338

18,369,834,786

18,090,326,940

13,872,034,023

14,439,843,986

5, 17

285,526

897,087

10,402,800,000

9,742,700,000

600,000,000

2,500,000,000

103,702,329

114,860,331

Current portion of long-term loans from ﬁnancial institutions Short-term loans from and other payables to related parties Short-term loans from other party Income tax payable Other current liabilities

TOTAL CURRENT LIABILITIES

Non-current liabilities Long-term loans from and other payables to related parties Long-term loans from ﬁnancial institutions Other non-current liabilities TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES

703,987,855

2,615,757,418

10,402,800,000

12,242,700,000

19,073,822,641

20,706,084,358

24,274,834,023

26,682,543,986

The accompanying notes are an integral part of these ﬁnancial statements.

121

BALANCE SHEETS As at 31 December 2010 and 2009

Consolidated financial statements

Liabilities and equity

Note

2010

Separate financial statements 2009

2010

2009 (in Baht)

Equity Share capital

Authorised share capital

29,000,000,000

Issued and paid-up share capital

25,110,025,000

(19,732,320,907) (19,732,233,059)

Difference arising from common control transactions Premium on ordinary shares

4 21

17,215,736,603

4,262,882,677

(1,923,389,031)

(1,331,393,075)

Fair value changes and revaluation differences on assets Currency translation differences Retained earnings Appropriated - legal reserve Unappropriated

2,900,000,000

30,111,160,538

27,785,867,220

15,847,536,195

15,206,658,555

57,944,094,880

56,210,885,366

61,073,297,798

60,432,420,158

TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY

284,274,019

232,695,379

TOTAL EQUITY

58,228,368,899

56,443,580,745

61,073,297,798

60,432,420,158

TOTAL LIABILITIES AND EQUITY

77,302,191,540

77,149,665,103

85,348,131,821

87,114,964,144

Minority interests

The accompanying notes are an integral part of these ďŹ nancial statements.

Annual Report 2010 | Thai Beverage Public Company Limited

122

STATEMENTS OF INCOME For the years ended 31 December 2010 and 2009

Consolidated financial statements Note

2010

Separate financial statements 2009

2010

2009 (in Baht)

Income

5 121,361,355,617 107,969,216,150

Revenue from sale of goods Management fees Interest income Dividends Other income

TOTAL INCOME

Expenses

2,903,484,765

2,594,776,788

12,672,997

15,555,840

252,462,454

348,116,720

8,289,511,707

8,237,578,932

350,656,454

262,276,825

58,083,605

12,094,186

121,724,685,068 108,247,048,815

11,503,542,531

11,192,566,626

76,609,559,464

5, 27 88,097,084,609

Cost of sale of goods

1,013,606,212

921,094,859

Selling expenses

7,287,561,335

5,784,519,888

Administrative expenses

10,948,771,780

10,009,359,545

20,685,841

18,797,854

Management beneﬁt expenses

338,086,268

301,396,844

294,921,534

265,956,844

106,671,503,992

92,704,835,741

1,329,213,587

1,205,849,557

10,422,725

11,221,936

15,063,603,801

15,553,435,010

10,174,328,944

9,986,717,069

(258,712,073)

(548,600,526)

(950,846,638)

(1,126,923,188)

14,804,891,728

15,004,834,484

9,223,482,306

8,859,793,881

(4,083,980,588)

(4,361,795,875)

(296,296,416)

(216,511,391)

10,720,911,140

10,643,038,609

8,927,185,890

8,643,282,490

10,611,601,568

10,566,412,729

8,927,185,890

8,643,282,490

109,309,572

76,625,880

10,720,911,140

10,643,038,609

8,927,185,890

8,643,282,490

0.42

0.36

0.34

Cost of rendering of services

TOTAL EXPENSES

Share of profit of associates, net of income tax Profit before finance costs and income tax expense Finance costs

Proﬁt before income tax expense Income tax expense

Profit for the year Profit attributable to: Equity holders of the Company Minority interests Profit for the year BASIC EARNINGS PER SHARE

The accompanying notes are an integral part of these ﬁnancial statements.

4,262,882,677

80,572

(3,965,000)

25,110,025,000 (19,732,233,059) 17,215,736,603

The accompanying notes are an integral part of these ﬁnancial statements.

Balance at 31 December 2009

Dividends

transactions

of subsidiaries for common control

Consideration paid to equity holders

of holding

Effects of change to percentage -

TOTAL RECOGNISED INCOME

in equity

Proﬁt for the year

4,262,802,105

25,110,025,000 (19,728,268,059) 17,215,736,603

Income recognised directly

differences

Translation of ﬁnancial statement

an available for sale investment

change in fair value on

Unrealised gains from

Balance at 1 January 2009

Note

Fair value changes and revaluation differences

Issued and paid-up share capital

Total equity attributable to equity holders Legal reserve Unappropriated of the Company

171,712,615

171,632,043

80,572

(3,965,000)

(8,286,308,250) (8,286,308,250)

- 10,566,412,729 10,738,125,344

- 10,566,412,729 10,566,412,729

(1,331,393,075) 2,900,000,000 27,785,867,220 56,210,885,366

171,632,043

(1,503,025,118) 2,900,000,000 25,505,762,741 53,763,033,272

Currency translation differences

Retained earnings

Consolidated financial statements

Premium on ordinary shares

Difference arising from common control transactions

For the years ended 31 December 2010 and 2009

STATEMENTS OF CHANGES IN EQUITY

(in Baht)

Total equity

171,712,615

171,632,043

80,572

(3,965,000)

(3,874,247)

232,695,379 56,443,580,745

(78,317,450) (8,364,625,700)

(3,874,247)

76,625,880 10,814,751,224

76,625,880 10,643,038,609

238,261,196 54,001,294,468

Minority interests

123

Balance at 1 January 2010

TOTAL RECOGNISED INCOME AND

EXPENSE

4,262,882,677

25,110,025,000 (19,732,320,907) 17,215,736,603

(87,848)

The accompanying notes are an integral part of these ﬁnancial statements.

Balance at 31 December 2010

Dividends

transactions

of subsidiaries for common control

Consideration paid to equity holders

of holding

Effects of change to percentage -

in equity -

4,262,882,677

25,110,025,000 (19,732,233,059) 17,215,736,603

Proﬁt for the year

Expense recognised directly

differences

Translation of ﬁnancial statement

Note

Fair value changes and revaluation differences

Issued and paid-up share capital

Total equity attributable to equity holders Legal reserve Unappropriated of the Company

(591,995,956)

(87,848)

(8,286,308,250) (8,286,308,250)

- 10,611,601,568 10,019,605,612

- 10,611,601,568 10,611,601,568

(1,923,389,031) 2,900,000,000 30,111,160,538 57,944,094,880

(591,995,956)

(1,331,393,075) 2,900,000,000 27,785,867,220 56,210,885,366

Currency translation differences

Retained earnings

Consolidated financial statements

Premium on ordinary shares

Difference arising from common control transactions

For the years ended 31 December 2010 and 2009

STATEMENTS OF CHANGES IN EQUITY

(in Baht)

Total equity

(591,995,956)

(87,848)

9,721,589

284,274,019 58,228,368,899

(67,452,521) (8,353,760,771)

9,721,589

109,309,572 10,128,915,184

109,309,572 10,720,911,140

232,695,379 56,443,580,745

Minority interests

Annual Report 2010 | Thai Beverage Public Company Limited

124

The accompanying notes are an integral part of these ﬁnancial statements.

Balance at 31 December 2010

Dividends 17,215,736,603

25,110,025,000

Proﬁt for the year -

17,215,736,603

25,110,025,000

Note

Premium on ordinary shares

Issued and paid-up share capital

2,900,000,000

Legal reserve

Retained earnings

Seperate financial statements

1 January 2010

Balance at 31 December 2009 and

Dividends

Proﬁt for the year

Balance at 1 January 2009

For the years ended 31 December 2010 and 2009

STATEMENTS OF CHANGES IN EQUITY

15,847,536,195

(8,286,308,250)

8,927,185,890

15,206,658,555

(8,286,308,250)

8,643,282,490

14,849,684,315

Unappropriated

61,073,297,798

(8,286,308,250)

8,927,185,890

60,432,420,158

(8,286,308,250)

8,643,282,490

60,075,445,918

(in Baht)

Total equity attributable to equity holders of the Company

125

Annual Report 2010 | Thai Beverage Public Company Limited

126

STATEMENTS OF CASH FLOWS For the years ended 31 December 2010 and 2009

Consolidated financial statements Note

2010

Separate financial statements 2009

2010

2009 (in Baht)

Cash ﬂows from operating activities 10,720,911,140

10,643,038,609

8,927,185,890

8,643,282,490

4,492,427,645

4,355,958,603

35,096,090

37,101,713

Interest income

(12,672,997)

(15,555,840)

(252,462,454)

(348,116,720)

Finance costs

258,712,073

548,600,526

950,846,638

1,126,923,188

14,298,232

(8,464,378)

(33,825)

(187)

(2,940,252)

40,579,017

50,000,000

9,375,000

(90,886,558)

(184,325,749)

(102,153,207)

(72,823,714)

(18,554)

(2,919,788)

Proﬁt for the year Adjustments for Depreciation and amortisation

Unrealised (gain) loss on exchange Bad debts and (reversal of) doubtful debts expense Amortisation of advance payments to a specialist Write-off and (reversal of) allowance for obsolete inventories Write-off and (gain) loss on disposal of property, plant and equipment and intangible assets

(53,017,401)

(49,047,500)

(8,289,511,707)

(8,237,578,932)

(10,422,725)

(11,221,936)

4,083,980,589

4,361,795,875

296,296,416

216,511,391

19,348,236,539

19,707,581,013

1,627,725,994

1,444,578,155

131,617,693

(539,636,623)

Other receivables from related parties

(274,595,642)

(456,438,174)

(46,123,999)

(47,983,161)

Inventories

(861,223,393)

3,863,494,180

Other current assets

176,038,015

(387,615,549)

(5,052,528)

(191,623)

Trade accounts payable

612,480,745

(257,334,906)

9,054,372

24,681,391

(1,685,375)

(12,779,953)

Other current liabilities

162,055,039

(24,636,898)

(11,046,586)

20,775,993

Other non-current liabilities

(10,785,555)

20,439,338

Income tax paid

(4,080,328,408)

(4,329,085,759)

(176,666,868)

(329,686,209)

NET CASH PROVIDED BY OPERATING ACTIVITIES

15,212,549,405

17,621,448,013

1,387,150,638

1,074,713,202

Gain on sale of investment Dividends Share of proﬁt of associates, net of income tax Income tax expense Changes in operating assets and liabilities Trade accounts receivable

Other payables to related parties

The accompanying notes are an integral part of these ﬁnancial statements.

127

STATEMENTS OF CASH FLOWS For the years ended 31 December 2010 and 2009

Consolidated financial statements Note

2010

Separate financial statements 2009

2010

2009 (in Baht)

Cash ﬂows from investing activities Interest received Dividends received Decrease in current investments Loans to related parties

12,554,868

15,599,523

265,678,783

355,677,681

8,289,511,707

8,237,578,932

2,948,778

5,378,615

1,621,400,000

2,816,196,822

(Increase) decrease in other long-term (3,427,172)

90,536

(3,109,959,947)

(2,287,993,168)

(16,038,852)

(33,340,747)

Sale of property, plant and equipment

145,105,057

120,800,725

24,701

4,805,491

Purchase of intangible assets

(30,583,006)

(25,564,866)

(2,061,932)

(4,601,515)

72,214,924

(203,008,977)

1,504,600

(2,886,205,850)

Purchase of investments

(2,033,127)

(458,041,032)

(2,499,995)

(43,379,133)

Net cash inﬂow on disposal of subsidiaries

95,410,000

(2,817,769,625)

(2,832,738,644)

10,252,929,012

8,446,731,681

investments Purchase of property, plant and equipment

(Increase) decrease in other non-current assets Increase in share capital in subsidiaries

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

The accompanying notes are an integral part of these ﬁnancial statements.

Annual Report 2010 | Thai Beverage Public Company Limited

128

STATEMENTS OF CASH FLOWS For the years ended 31 December 2010 and 2009 Consolidated financial statements Note

2010

Separate financial statements 2009

2010

2009 (in Baht)

Cash ﬂows from ﬁnancing activities Interest paid

(257,970,707)

(566,484,489)

(950,685,515)

(1,113,177,092)

(8,286,308,250)

(67,452,521)

(78,317,450)

543,766,420

(2,982,885,369)

1,900,000,000

(2,146,160,794)

(643,900,000)

4,473,900,000

600,000,000

3,000,000,000

(2,200,000)

(4,800,000)

(3,765,000,000)

(5,325,000,000)

(3,765,000,000)

(5,325,000,000)

(11,235,165,058) (14,243,795,558) (11,745,893,765)

(9,396,746,136)

Dividends paid to equity holders of the Company Dividends paid to minority interests Increase (decrease) in bank overdrafts and short-term loans from financial institutions Increase (decrease) in loans from related parties Proceeds from long-term loans from financial institutions Repayment of short-term loans from other party Repayment of long-term loans from financial institutions NET CASH USED IN FINANCING ACTIVITIES

Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year

1,159,614,722

544,913,811

(105,814,115)

124,698,747

2,590,213,439

1,920,971,995

128,663,235

3,964,488

(391,132,139)

124,327,633

3,358,696,022

2,590,213,439

22,849,120

128,663,235

Effect of exchange rate changes on balances held in foreign currencies CASH AND CASH EQUIVALENTS AT END OF YEAR

The accompanying notes are an integral part of these ﬁnancial statements.

129

NOTE TO THE FINANCIAL STATEMENTS For the years ended 31 December 2010 and 2009

Note

Contents

General information

Share capital

Basis of preparation of the ﬁnancial statements

Additional paid-in capital and reserves

Signiﬁcant accounting policies

Segment information

Common control transactions and acquisitions

Other income

Related party transactions and balances

Selling expenses

Cash and cash equivalents

Administrative expenses

Other investments

Employee beneﬁt expenses

Trade accounts receivable

Expenses by nature

Inventories

Finance costs

Other current assets

Income tax expense

Investments in subsidiaries

Promotional privileges

Investments in associates

Basic earnings per share

Property, plant and equipment

Dividends

Intangible assets

Financial instruments

Leasehold rights

Commitments with non-related parties

Other non-current assets

Events after the reporting period

Interest-bearing liabilities

Thai Financial Reporting Standards (TFRS)

Trade accounts payable

Other current liabilities

not yet adopted 37

Signiﬁcant differences between TFRS and IFRS

Annual Report 2010 | Thai Beverage Public Company Limited

130

These notes form an integral part of the ﬁnancial statements. The ﬁnancial statements were authorised for issue by the Board of Directors on 23 February 2011.

1. General Information Thai Beverage Public Company Limited, the “Company”, is incorporated in Thailand and has its registered ofﬁce at 14 Vibhavadi Rangsit Road, Chomphon, Chatuchak Bangkok. The Company was listed on the Singapore Exchange Securities Trading Limited (SGX-ST) in May 2006. The principal businesses of the Group are the production, distribution of alcoholic and non-alcoholic beverages, Japanese restaurants and bakery shops. Details of the Company’s subsidiaries and associates as at 31 December 2010 and 2009 were as follows: Ownership Name of the entity

Type of business

Country of

interest (%)

incorporation

2010

2009

Thailand

100.00

Thailand

100.00

100.00 100.00

Direct subsidiaries 1.

Beer Thai (1991) PCL.

Beer brewery and production of drinking water and soda water

Beer Thip Brewery (1991) Co., Ltd.

Beer brewery and production of drinking water and soda water

Sangsom Co., Ltd.

Spirits distillery

Thailand

100.00

Fuengfuanant Co., Ltd.

Spirits distillery

Thailand

100.00

Mongkolsamai Co., Ltd.

Spirits distillery

Thailand

100.00

Thanapakdi Co., Ltd.

Spirits distillery

Thailand

100.00

100.00 100.00

Kanchanasingkorn Co., Ltd.

Spirits distillery

Thailand

100.00

Sura Bangyikhan Co., Ltd.

Spirits distillery

Thailand

100.00

Athimart Co., Ltd.

Spirits distillery

Thailand

100.00

10. S.S. Karnsura Co., Ltd.

Spirits distillery

Thailand

100.00

100.00 100.00

11. Kankwan Co., Ltd.

Spirits distillery

Thailand

100.00

12. Theparunothai Co., Ltd.

Spirits distillery

Thailand

100.00

13. Red Bull Distillery (1988) Co., Ltd.

Spirits distillery

Thailand

100.00

14. United Winery and Distillery Co., Ltd.

Spirits distillery

Thailand

100.00

100.00 100.00

15. Simathurakij Co., Ltd.

Spirits distillery

Thailand

100.00

16. Nateechai Co., Ltd.

Spirits distillery

Thailand

100.00

17. Luckchai Liquor Trading Co., Ltd.

Spirits distillery

Thailand

100.00

18. Sura Piset Thipparat Co., Ltd.

Spirits distillery

Thailand

100.00

Thailand

100.00

Thailand

100.00

19. Pomthip Co., Ltd.

Beer and non-alcoholic beverages distributor

20. Pomkit Co., Ltd.

Beer and non-alcoholic beverages distributor

131

Ownership Name of the entity

Country of

interest (%)

Type of business

incorporation

2010

2009

Beer and non-alcoholic

Thailand

100.00

Thailand

100.00

Thailand

100.00

Thailand

100.00

Thailand

100.00

Thailand

100.00

Direct subsidiaries (continued) 21. Pomkung Co., Ltd.

beverages distributor 22. Pomchok Co., Ltd.

Beer and non-alcoholic beverages distributor

23. Pomcharoen Co., Ltd.

Beer and non-alcoholic beverages distributor

24. Pomburapa Co., Ltd.

Beer and non-alcoholic beverages distributor

25. Pompalang Co., Ltd.

Beer and non-alcoholic beverages distributor

26. Pomnakorn Co., Ltd.

Beer and non-alcoholic beverages distributor

27. Num Yuk Co., Ltd.

Spirits distributor

Thailand

100.00

28. Num Kijjakarn Co., Ltd.

Spirits distributor

Thailand

100.00

29. Num Palang Co., Ltd.

Spirits distributor

Thailand

100.00

30. Num Muang Co., Ltd.

Spirits distributor

Thailand

100.00

100.00 100.00

31. Num Nakorn Co., Ltd.

Spirits distributor

Thailand

100.00

32. Num Thurakij Co., Ltd.

Spirits distributor

Thailand

100.00

33. Numrungrod Co., Ltd.

Spirits distributor

Thailand

100.00

34. Numthip Co., Ltd.

Spirits distributor

Thailand

100.00

Thailand

100.00

Thailand

100.00

Thailand

100.00

Thailand

100.00

Thailand

100.00

35. Thipchalothorn Co., Ltd.

Beer, spirits and non-alcoholic beverages agency

36. Krittayabun Co., Ltd.

Beer, spirits and non-alcoholic beverages agency

37. Surathip Co., Ltd.

Beer, spirits and non-alcoholic beverages agency

38. Sunthronpirom Co., Ltd.

Beer, spirits and non-alcoholic beverages agency

39. Piromsurang Co., Ltd.

Beer, spirits and non-alcoholic beverages agency

40. Thai Beverage Energy Co., Ltd.

Trading of bio gas

Thailand

100.00

41. Wrangyer Beverage (2008) Co., Ltd.

Production and distribution of

Thailand

100.00

energy drink 42. Thai Molasses Co., Ltd.

Trading of molasses

Thailand

99.72

43. Feed Addition Co., Ltd.

Trading of feeds and fertilizer

Thailand

100.00

44. Pan International (Thailand) Co., Ltd.

Trading of supplies and

Thailand

100.00

Thailand

100.00

procurement 45. Charun Business 52 Co., Ltd.

Brick producer and distribution of spirits

Annual Report 2010 | Thai Beverage Public Company Limited

132

Ownership Country of

interest (%)

Type of business

incorporation

2010

2009

46. Thai Cooperage Co., Ltd.

Oak barrel producer

Thailand

100.00

47. Thai Beverage Recycle Co., Ltd.

Trading of bottles

Thailand

100.00

48. Thai Beverage Logistics Co., Ltd.

Transportation and distribution

Thailand

100.00

49. Thai Beverage Marketing Co., Ltd.

Import and export spirits for

Thailand

100.00

Thailand

100.00

100.00 100.00

Name of the entity Direct subsidiaries (continued)

trading/ international marketing and non-alcoholic beverages agency 50. Dhanasindhi Co., Ltd.

Construction

51. Dhospaak Co., Ltd.

Advertising agency

Thailand

100.00

52. Thai Beverage Training Co., Ltd.

Training

Thailand

100.00

53. International Beverage Holdings Limited

Holding company

Hong Kong

100.00

54. Cosmos Brewery (Thailand) Co., Ltd.

Beer brewery and production of

Thailand

100.00

drinking water and soda water 55. Thai Beverage Brands Co., Ltd.

Trademark holding

Thailand

100.00

56. Beer Chang Co., Ltd.

Trademark holding and

Thailand

100.00

Thailand

100.00

production of concentrate materials 57. Archa Beer Co., Ltd.

Trademark holding and production of concentrate materials

58. Sura Piset Phatra Lanna Co., Ltd.

Holding company

Thailand

100.00

59. Thai Drinks Co., Ltd.

Distribution of beverages

Thailand

100.00

60. Oishi Group PCL.

Japanese restaurants,

Thailand

89.26

89.93

Thailand

99.90

Thailand

100.00

100.00 100.00

bakery shops and distribution of food and beverage Indirect subsidiaries 61. Thai Thum Distillery Co., Ltd. #

Production and distribution of spirits

62. Sura Piset Sahasan Co., Ltd. #

Trading of spirits

63. Sura Piset Sampan Co., Ltd. #

Trading of spirits

Thailand

100.00

64. Vitayathan Co., Ltd.

Environmental public relations

Thailand

100.00

65. InterBev (Singapore) Limited

Trading of alcoholic beverages

Singapore

100.00

66. InterBev (Cambodia) Co., Ltd.

Trading of alcoholic beverages

Cambodia

100.00

100.00 100.00

67. InterBev Malaysia Sdn. Bhd.

Trading of alcoholic beverages

Malaysia

100.00

68. Best Spirits Company Limited

Trading of alcoholic beverages

Hong Kong

100.00

69. International Beverage Holdings

Holding company

United Kingdom

100.00

Holding company

Hong Kong

100.00

(UK) Limited 70. International Beverage Holdings (China) Limited

133

Ownership Name of the entity

Country of

interest (%)

Type of business

incorporation

2010

2009

Production and distribution

Thailand

99.99

99.55

Thailand

99.83

Thailand

89.26

89.93

Indirect subsidiaries (continued) 71. United Products Co., Ltd.

of spirits 72. S P M Foods & Beverages Co., Ltd.

Production and distribution of drinking water and energy drinks and spirits agency

73. Oishi Trading Co., Ltd.

Production and distribution of food and beverage

74. Oishi Ramen Co., Ltd.

Japanese ramen restaurants

Thailand

89.26

89.93

75. Chang Beer International Co., Ltd. #

Dormant

Thailand

100.00

76. Maekhong Distillery Limited

Consultancy service

Thailand

100.00

77. Chang International Co., Ltd. #

Dormant

Thailand

100.00

78. Chang Corp Co., Ltd. #

Dormant

Thailand

100.00

79. Super Brands Company Pte. Ltd.

Trademark holding

Singapore

100.00

80. Beer Chang International Limited

Not yet operated

Singapore

100.00

Trading of alcoholic beverages

United States

100.00

Subsidiaries of indirect subsidiaries 81. International Beverage Holdings Limited USA, Inc. *

of America

82. Blairmhor Limited *#

Holding Company

United Kingdom

100.00

83. Inver House Distillers Limited *

Production and distribution

United Kingdom

100.00

Peopleâ&#x20AC;&#x2122;s Republic

100.00

of spirits 84. InterBev Trading (China) Limited **

Trading of alcoholic beverages

of China 85. Yunnan Yulinquan Liquor Co., Ltd.**

Spirits distillery

Peopleâ&#x20AC;&#x2122;s Republic of China

86. Blairmhor Distillers Limited *#

Dormant

United Kingdom

100.00

87. Wee Beastie Limited *#

Dormant

United Kingdom

100.00

88. Moffat & Towers Limited *#

Dormant

United Kingdom

100.00

89. Glen Calder Blenders Limited *#

Dormant

United Kingdom

100.00

90. Hankey Bannister &

Dormant

United Kingdom

100.00

91. R. Carmichael & Sons Limited *#

Dormant

United Kingdom

100.00

92. J MacArthur Junior &

Dormant

United Kingdom

100.00

93. Mason & Summers Limited *#

Dormant

United Kingdom

100.00

94. James Catto & Company Limited *#

Dormant

United Kingdom

100.00

95. The Knockdhu Distillery Co., Ltd. *#

Dormant

United Kingdom

100.00

96. Speyburn-Glenlivet Distillery Co., Ltd. *#

Dormant

United Kingdom

100.00

100.00 100.00 100.00

Company Limited *#

97. The Pulteney Distillery Co., Ltd. *#

Dormant

United Kingdom

100.00

98. The Balblair Distillery Co., Ltd. *#

Dormant

United Kingdom

100.00

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134

Ownership Country of

interest (%)

Type of business

incorporation

2010

2009

Off licences

United Kingdom

49.49

100. Inver House Polska Limited

Trading of alcoholic beverages

Poland

44.00

101. Inver House Distribution SA #

Dormant

France

50.02

Name of the entity Associates of indirect subsidiaries *** 99. Liquorland Limited

Subsidiaries of International Beverage Holdings (UK) Limited

Subsidiaries of International Beverage Holdings (China) Limited

***

Associates of International Beverage Holdings (UK) Limited

These are currently non-trading.

On 26 January 2010 Thai Beverage Training Co., Ltd., the Company’s subsidiary, was incorporated with an authorised share capital of Baht 10 million by issuing 1 million ordinary shares with a Baht 10 par value. The initial paid up capital was Baht 2.5 per share. On 14 April 2010 Super Brands Company Pte. Ltd., the Company’s indirect subsidiary, was incorporated in Singapore with an authorised share capital of SGD 10,000 by issuing 10,000 ordinary shares with a SGD 1 par value. International Beverage Holdings Limited, the Company’s subsidiary, holds its entire shares. During 2010, Sura Piset Phatra Lanna Co., Ltd., the Company’s direct subsidiary, acquired additional 15,406 ordinary shares of United Products Co., Ltd., the Company’s indirect subsidiary, from the existing equity holders, amounting to Baht 1.95 million.

2. Basis of preparation of the financial statements The financial statements issued for Thai reporting purposes are prepared in the Thai language. This English translation of the financial statements has been prepared for the convenience of readers not conversant with the Thai language. The financial statements are prepared and presented in Thai Baht. All financial information presented in Thai Baht has been rounded in the notes to the financial statements to the nearest million. They are prepared on the historical cost basis except as stated in the accounting policies. The financial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”); guidelines promulgated by the Federation of Accounting Professions (“FAP”); applicable rules and regulations of the Thai Securities and Exchange Commission; and with generally accepted accounting principles in Thailand. During 2010, the FAP announced the re-numbering of the following TFRS. Former no.

Revised no.

Topic

TAS 11

TAS 101

Doubtful Account and Bad Debts

TAS 40

TAS 105

Accounting for Investment in Debt and Equity Securities

TAS 48

TAS 107

Financial Instruments Disclosure and Presentation

135

The Group has adopted the revised Framework for the Preparation and Presentation of Financial Statements (revised 2009), which was issued by the FAP during 2010 and effective on 26 May 2010. The adoption of the revised framework does not have any material impact on the consolidated or separate financial statements. The FAP has issued during 2010 a number of new and revised TFRS which are not currently effective and have not been adopted in the preparation of these financial statements. These new and revised standards and interpretations are disclosed in note 36. The preparation of financial statements in conformity with TFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which estimates are revised and in any future periods affected.

3. Significant accounting policies (a) Basis of consolidation The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interests in associates. Business combinations Business combinations are accounted for under the purchase method. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Business combinations of entities or businesses under common control are accounted for using a method similar to the pooling of interest method and in accordance with the Guideline issued in 2010 by the FAP. Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group. Associates Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity. The consolidated financial statements include the Group’s share of the income, expenses and equity movements of associates after adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

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Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. (b) Foreign currencies Foreign currency transactions Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Thai Baht at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of income. Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using the foreign exchange rates ruling at the dates of the transactions. Foreign entities The assets and liabilities of foreign entities are translated to Thai Baht at the foreign exchange rates ruling at the reporting date. Goodwill and fair value adjustments arising on the acquisition of foreign entities are stated at exchange rates ruling on the reporting date. The revenues and expenses of foreign entities are translated to Thai Baht at rates approximating the average foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on translation are recognised in a separate component of equity until disposal of the investments. (c) Derivative financial instruments Forward exchange contracts are treated as off-balance sheet items. (d) Cash and cash equivalents Cash and cash equivalents comprise cash balances, call deposits and highly liquid short-term investments. Bank overdrafts that are repayable on demand are a component of financing activities for the purpose of the statement of cash flows. (e) Trade and other accounts receivable Trade and other accounts receivable (including balances with related parties) are stated at their invoice value less allowance for doubtful accounts. The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer payments. Bad debts are written off when incurred.

137

(f) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the weighted average cost principle, and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of production overheads based on normal operating capacity and is calculated using standard cost adjusted to approximate average cost. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make the sale. (g) Investments Investments in subsidiaries and associates Investments in subsidiaries and associates in the separate financial statements of the Company are accounted for using the cost method. Investments in associates in the consolidated financial statements are accounted for using the equity method. Investments in other debt and equity securities Debt securities that the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investment. Held-to-maturity investments are stated at amortised cost. The difference between the acquisition cost and redemption value of such debt securities is amortised using the effective interest rate method over the period to maturity. Marketable equity securities are classified as available-for-sale investments. Available-for-sale investments are, subsequent to initial recognition, stated at fair value, and changes therein, other than impairment losses and foreign currency differences on available-for-sale monetary items, are recognised directly in equity. Impairment losses and foreign exchange differences are recognised in the statement of income. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in the statement of income. Equity securities which are not marketable are stated at cost less any impairment losses. The fair value of financial instruments classified as available-for-sale is determined as the quoted bid price at the reporting date. Disposal of investments On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the associated cumulative gain or loss that was reported in equity is recognised in the statement of income. (h) Property, plant and equipment Owned assets Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses except for land which is stated at its revalued amount. The revalued amount is the fair value determined on the basis of the property’s existing use at the date of revaluation.

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Leased assets Leases in terms of which the Group substantially assumes all the risk and rewards of ownership are classified as finance leases. Property, plant and equipment acquired by way of finance leases is capitalised at the lower of its fair value and the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation and impairment losses. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the statement of income. Revalued assets Revaluations are performed by independent professional valuers with sufficient regularity. The Group’s policy requires an appraisal to be conducted every three to five years or when there are factors that might materially impact the value of the land, to ensure that the carrying amount of these assets does not differ materially from that which would be determined using fair values at the reporting date. Any increase in value, on revaluation, is credited to equity under the heading “revaluation surplus” unless it offsets a previous decrease in value recognised in the statement of income in respect of the same asset. A decrease in value is recognised in the statement of income to the extent it exceeds an increase previously recognised in equity in respect of the same asset. Upon disposal of a revalued asset, any related revaluation surplus is transferred from equity to retained earnings and is not taken into account in calculating the gain or loss on disposal. Depreciation Depreciation is charged to the statement of income on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows: Land improvement Building and constructions Building improvements Machinery and equipment

3-20

years

10-40

years

1.5-30

years

4-40

years

10-20

years

Furniture, ﬁxtures and ofﬁce equipment

3-10

years

Vehicles

3-10

years

Oak barrels

No depreciation is provided on freehold land and assets under construction. (i) Intangible assets Goodwill Goodwill in a business combination represents the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired. Negative goodwill in a business combination represents the excess of the fair value of the Group’s share of the identifiable net assets acquired over the cost of acquisition. Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment as described in note 3 (k). Negative goodwill is recognised immediately in the statement of income. Other intangible assets Other intangible assets that are acquired by the Group, which have finite useful lives, are stated at cost less accumulated

139

amortisation and impairment losses. Other intangible assets are amortised in the statement of income on a straight-line basis over their estimated useful lives from the date that they are available for use. The estimated useful lives are as follows: Computer software

3-10

years

Trademarks

3-20

years

Licences (j) Leasehold rights

Leasehold rights are stated at cost less accumulated amortisation and impairment losses. Amortisation is recognised in the statement of income on a straight-line basis over the agreement period. (k) Impairment The carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. For goodwill, the recoverable amount is estimated at each reporting date, and as and when indicators of impairment are identified. An impairment loss is recognised if the carrying amount of an asset exceeds its recoverable amount. The impairment loss is recognised in the statement of income unless it reverses a previous revaluation credited to equity, in which case it is charged to equity. Calculation of recoverable amount The recoverable amount of available-for-sale financial assets is calculated by reference to the fair value. The recoverable amount of a non-financial asset is the greater of the asset’s value in use and fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Reversals of impairment An impairment loss in respect of a financial asset is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. For financial assets carried at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognised in the statement of income. For available-for-sale financial assets that are equity securities, the reversal is recognised directly in equity. An impairment loss in respect of goodwill is not reversed. Impairment losses recognised in prior periods in respect of other non-financial assets are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (l) Interest-bearing liabilities Interest-bearing liabilities are recognised initially at fair value less attributable transaction charges. Subsequent to initial

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140

recognition, interest-bearing liabilities are stated at amortised cost with any difference between cost and redemption value being recognised in the statement of income over the period of the borrowings on an effective interest basis. (m) Trade and other accounts payable Trade and other accounts payable (including balances with related parties) are stated at cost. (n) Employee benefits Defined contribution plans Obligations for contributions to defined contribution pension plans are recognised as an expense in the statement of income as incurred. (o) Provisions A provision is recognised when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. (p) Difference arising from common control transactions Difference arising from common control transactions relates to the restructuring of businesses under the common control of the ultimate majority equity holder of the Company and arises from the difference between the cost of the combination and the carrying amounts of net identifiable assets at the date of combination (except for businesses acquired that are not under common control, net identifiable assets are measured at the fair value). The Company recognises the difference arising from common control transactions under equity until disposal of the investment. (q) Revenue Revenue excludes value added taxes and is arrived at after deduction of trade discounts. Sale of goods and services rendered Revenue is recognised in the statement of income when the significant risks and rewards of ownership have been transferred to the buyer. No revenue is recognised if there is continuing management involvement with the goods or there are significant uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods. Service income is recognised as services are provided. When the outcome of a contract for the rendering of services can be estimated reliably, contract revenue is recognised in the statement of income by reference to the stage of completion of the contract activity at the reporting date. When the outcome of the contract cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

141

Construction contracts Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome of a construction contract can be estimated reliably, contract revenue and expenses are recognised in the statement of income in proportion to the stage of completion of the contract. The stage of completion is assessed by reference to surveys of work performed. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable. An expected loss on a contract is recognised immediately in the statement of income. Rental income Rental income from investment property is recognised in the statement of income on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income. Contingent rentals are recognised as income in the accounting period in which they are earned. Interest and dividend income Interest income is recognised in the statement of income as it accrues. Dividend income is recognised in the statement of income on the date the Groupâ&#x20AC;&#x2122;s right to receive payments is established. (r) Expenses Lease payments Payments made under operating leases are recognised in the statement of income on a straight line basis over the term of the lease. Contingent rentals are charged to the statement of income for the accounting period in which they are incurred. Finance costs Interest expenses and similar costs are charged to the statement of income for the period in which they are incurred, except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of ďŹ nance lease payments is recognised in the statement of income using the effective interest rate method. Research and development Research and development costs, including costs of developing new beverage products and package design are expensed in the accounting period in which they are incurred. Other income and expenses are recognised on an accrual basis. (s) Income tax Income tax on the proďŹ t or loss for the year comprises current tax. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

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142

4. Common control transactions and acquisitions Common control transactions On 15 September 2010, International Beverage Holdings Limited, the Company’s direct subsidiary, acquired the entire 2 ordinary issued shares of Beer Chang International Limited from the existing equity holders for a total amount of SGD 4,000. The said acquired company has not undertaken any business since incorporation, therefore the consolidated financial statements have not been revised as if the acquisition had taken place at the beginning of 2009. The difference between the consideration to be paid by the Company for the acquisition and the carrying amount of the net identifiable assets is included in “Difference arising from common control transactions”. On 2 February 2009, Sura Bangyikhan Co., Ltd., and another two subsidiaries of the Company acquired the entire 5,000 ordinary issued shares of Maekhong Distillery Limited from existing equity holders at Baht 13 per share, amounting to Baht 65,000 and Beer Chang Co., Ltd., and another two subsidiaries of the Company acquired the entire 100,000 ordinary issued shares of Chang Beer International Co., Ltd., from the existing equity holders at Baht 39 per share, amounting to Baht 3.9 million. Both acquired companies incurred immaterial business transactions in 2008, the consolidated financial statements have not been revised as if the acquisition had taken place at the beginning of 2008. The consolidated balance sheet as at 31 December 2008 has been restated to include the assets and liabilities at their carrying values. The difference between the consideration to be paid by the Company for the acquisition and the carrying amount of the net identifiable assets is included in “Difference arising from common control transactions”. Acquisitions On 16 November 2009, International Beverage Holdings (China) Limited, the Company’s indirect subsidiary, acquired the entire ordinary shares of Yunnan Yulinquan Liquor Co., Ltd. from Best Spirits (China) Co., Ltd. for a cash consideration of USD 10.10 million. Due to the fair value of the identifiable net assets of Yunnan Yulinquan Liquor Co., Ltd. using estimated amounts, the Company accounted for a business combination provisionally. However, the Company will adjust the provisional amounts whenever the initial accounting is complete, within 12 months from the acquisition date.

143

Subsequently, in 2010 the Company reduced goodwill on acquisition in the amounted of Baht 67.5 million due to increase in the fair value of the identiﬁable net assets of Yunnan Yulinquan Liquor Co., Ltd.. The acquiree’s net assets at the acquisition date comprised the followings: 2010

2009

Adjusted to fair value

Recognised value at the acquisition date (in million Baht)

Cash and cash equivalents

Trade accounts receivable

Inventories

154

Property, plant and equipment

163

154

Intangible assets

171

117

Other assets

(17)

Short-term loan

(120)

Other liabilities

(147)

276

209

128

Consideration paid

337

Cash paid

110

Net cash outﬂow

447

Trade accounts payable

Net identiﬁable assets and liabilities Goodwill on acquisition

5. Related party transactions and balances Related parties are those parties linked to the Group and the Company as shareholders or by common shareholders or directors. Transactions with related parties are conducted at prices based on market prices or, where no market price exists, at contractually agreed prices. Relationships with related parties that control or jointly control the Company or are being controlled or jointly-controlled by the Company or have transactions with the Group other than direct subsidiaries, indirect subsidiaries, subsidiaries of indirect subsidiaries and associates of indirect subsidiaries (as presented in note 1) were as follows:

Name of entities

Country of incorporation/ nationality

Nature of relationships

1. Thai Alcohol PCL.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

2. Sint Ek Panich Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

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144

Name of entities

Country of incorporation/ nationality

Nature of relationships

3. Banglen Agriculture Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

4. Pisetkij Co., Ltd.

Thailand

5. The Maewang Sugar Industry Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly Directors and controlling equity holders hold substantial shares indirectly

6. The Chonburi Sugar Corp. Ltd.

Thailand

7. The Utaradit Sugar Industry Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly Directors and controlling equity holders hold substantial shares indirectly

8. The Suphanburi Sugar Industry Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

9. The Southeast Insurance Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

10. The Southeast Life Insurance Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

11. Southeast Capital Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

12. T.C.C. Technology Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

13. Thai Glass Industries PCL.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

14. Bang-Na Glass Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

15. TCC Hotel Collection Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

16. Terragro Fertilizer Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

17. Permkha Commercial Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

18. BJC Industrial and Trading Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

19. North Park Real Estate Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

20. TCC PD 11 Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

21. Thippatana Arcade Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

22. Siam Food Products PCL.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

145

Name of entities

Country of incorporation/ nationality

Nature of relationships

23. BJC Healthcare Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

24. Wattanapat Trading Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

25. Silvercord Capital (Singapore) Limited

Singapore

Directors and controlling equity holders hold substantial shares indirectly

26. Plantheon Trading Co., Ltd.

Thailand

Directors and controlling equity holders hold substantial shares indirectly

27. New Noble Property and Loan Fund

Thailand

Directors and controlling equity holders are the principal unit holder of this real estate investment fund

28. Dynamic Assets Property and Loan Fund

Thailand

Directors and controlling equity holders are the principal unit holder of this real estate investment fund

29. Best Fortune Property and Loan Fund

Thailand

Directors and controlling equity holders are the principal unit holder of this real estate investment fund

30. Regent Gold Property Fund

Thailand

Directors and controlling equity holders are the principal unit holder of this real estate investment fund

31. Plaza Athenee Hotel (Thailand) Co., Ltd.

Thailand

Directors and controlling equity holders are the directors and hold substantial shares indirectly

32. North Park Golf And Sports Club Co., Ltd.

Thailand

Directors and controlling equity holders are the directors and hold substantial shares indirectly

33. Berli Jucker PCL.

Thailand

Directors and controlling equity holders are the directors and hold substantial shares indirectly

34. Thai Beverage Can Co., Ltd.

Thailand

Directors and controlling equity holders hold 50% shares

35. PS Recycle Co., Ltd.

Thailand

36. T.C.C. International Limited

Hong Kong

Directors and controlling equity holders are relatives of controlling person Controlling equity holders hold substantial shares indirectly

37. Best wishes Co., Ltd.

Hong Kong

Controlling equity holders hold substantial shares indirectly

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146

The pricing policies for particular types of transactions are explained further below: Transactions

Pricing policies

Sale of goods

Agreed prices which approximate market prices

Rendering of services

Contractual prices

Purchase of goods/raw materials

Agreed prices which approximate market prices

Receiving of services

Contractual prices

Purchase and sale of property, plant and equipment

Contractual prices

Purchase and sale of investments

Contractual prices

Interest income and interest expense

Rate as mutually agreed by equity holders with reference interest rates quoted by ďŹ nancial institutions

SigniďŹ cant transactions for the years ended 31 December 2010 and 2009 with related parties were as follows:

Consolidated financial statements 2010

Separate financial statements

2009

2010

2009 (in million Baht)

Subsidiaries Management fees

2,903

2,595

Cost of rendering of services

124

125

Interest income

252

347

Interest expense

728

704

Dividends

8,290

8,237

Other income

Administrative expenses

Purchases of investments

Increase in share capital in subsidiaries

2,886

Associates Share of proďŹ t of associates, net of income tax

147

Consolidated financial statements 2010

Separate financial statements

2009

2010

2009 (in million Baht)

Other related parties Sales of goods Purchases of raw materials and packaging Overhead costs Rendering of services Cost of rendering of services Other income Administrative expenses Sales of equipment Purchases of plant and equipment Directorsâ&#x20AC;&#x2122; remuneration

930

1,198

6,924

4,863

217

187

109

113

477

432

316

283

295

266

Balances as at 31 December 2010 and 2009 with related parties were as follows: Trade accounts receivable from related parties

Consolidated financial statements 2010

Separate financial statements

2009

2010

2009 (in million Baht)

Other related companies The Utaradit Sugar Industry Co., Ltd.

PS Recycle Co., Ltd.

O.G.T. Co., Ltd.

Thai Alcohol PCL.

Others Total

144

Beer Thip Brewery (1991) Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

Sangsom Co., Ltd.

Fuengfuanant Co., Ltd.

Mongkolsamai Co., Ltd.

Thanapakdi Co., Ltd.

Kanchanasingkorn Co., Ltd.

Sura Bangyikhan Co., Ltd.

Athimart Co., Ltd.

S.S. Karnsura Co., Ltd.

Kankwan Co., Ltd.

Theparunothai Co., Ltd.

Red Bull Distillery (1988) Co., Ltd.

United Winery and Distillery Co., Ltd.

Simathurakij Co., Ltd.

Nateechai Co., Ltd.

Luckchai Liquor Trading Co., Ltd.

Sura Piset Phatra Lanna Co., Ltd.

Pomthip Co., Ltd.

Pomkit Co., Ltd.

Pomkung Co., Ltd.

Pomchok Co., Ltd.

Pomcharoen Co., Ltd.

Pomburapa Co., Ltd.

PompalangCo., Ltd.

Pomnakorn Co., Ltd.

Num Yuk Co., Ltd.

Short-term Other loans to receivables

Beer Thai (1991) PCL.

Subsidiaries

Short-term loans to and other receivables from related parties

Total

Short-term Other loans to receivables

2009

Consolidated ﬁnancial statements 2010

Total

279

592

537

Short-term Other loans to receivables

290

611

555

Total

154

190

194

1,709

Total

173

201

196

1,748

(in million Baht)

Short-term Other loans to receivables

2009

Separate ﬁnancial statements 2010

Annual Report 2010 | Thai Beverage Public Company Limited

148

2010

Num Palang Co., Ltd.

Num Muang Co., Ltd.

Num Nakorn Co., Ltd.

Num Thurakij Co., Ltd.

Numrungrod Co., Ltd.

Numthip Co., Ltd.

Thipchalothorn Co., Ltd.

Krittayabun Co., Ltd.

Surathip Co., Ltd.

Sunthronpirom Co., Ltd.

Piromsurang Co., Ltd.

Wrangyer Beverage (2008) Co., Ltd.

Dhanasindhi Co., Ltd.

Thai Beverage Recycle Co., Ltd.

Thai Beverage Logistics Co., Ltd.

Dhospaak Co., Ltd.

Thai Beverage Brands Co., Ltd.

Thai Drinks Co., Ltd.

Total subsidiaries

Short-term Other loans to receivables

Num Kijjakarn Co., Ltd.

Subsidiaries (continued)

Short-term loans to and other receivables from related parties

Short-term Other Total loans to receivables

2009

Consolidated ďŹ nancial statements

1,977

182

281

380

Short-term Other Total loans to receivables

2010

2,357

184

283

2,642

315

Total

350

2,992

316

(in million Baht)

Short-term Other Total loans to receivables

2009

Separate ďŹ nancial statements

149

Best Fortune Property and Loan Fund

New Noble Property And Loan Fund

The Utaradit Sugar Industry Co., Ltd.

Others

Total related companies

Total

Thai Alcohol PCL.

Co., Ltd.

The Maewang Sugar Industry

Co., Ltd.

T.C.C. Technology Co., Ltd.

The Suphanburi Sugar Industry

2010

791

759

Short-term Other loans to receivables

Plantheon Trading Co., Ltd.

Related companies

Short-term loans to and other receivables from related parties

791

759

504

392

Short-term Other Total loans to receivables

2009

Consolidated ďŹ nancial statements

504

392

1,977

394

Short-term Other Total loans to receivables

2010

2,371

2,642

Total

353

2,995

(in million Baht)

Short-term Other Total loans to receivables

2009

Separate ďŹ nancial statements

Annual Report 2010 | Thai Beverage Public Company Limited

150

Num Yuk Co., Ltd.

Wrangyer Beverage (2008) Co., Ltd.

Thai Beverage Recycle Co., Ltd.

Pompalang Co., Ltd.

Thai Beverage Logistics Co., Ltd.

Thai Beverage Brands Co., Ltd.

Total subsidiaries

3 7

TCC PD 11 Co., Ltd.

T.C.C. Technology Co., Ltd.

Others

Total related companies

Total

North Park Real Estate Co., Ltd.

Related companies

Red Bull Distillery (1988) Co., Ltd.

Long-term Other loans to receivables

Beer Thai (1991) PCL.

Subsidiaries

Long-term loans to and other receivables from related parties

Total

Long-term Other loans to receivables

2009

Consolidated ďŹ nancial statements 2010

Total

2,499

395

113

165

192

1,605

Long-term Other loans to receivables

2,502

2,499

395

113

165

192

1,605

Total

3,455

199

111

637

2,500

Total

3,466

3,455

199

111

637

2,500

(in million Baht)

Long-term Other loans to receivables

2009

Separate ďŹ nancial statements 2010

151

Annual Report 2010 | Thai Beverage Public Company Limited

Summary of loans to related parties

152

Consolidated financial statements 2010

Separate ﬁnancial statements 2009

2010

2009 (in million Baht)

Short-term loans

1,977

2,642

Long-term loans

2,499

3,455

Total loans to related parties

4,476

6,097

Movements during the years ended 31 December 2010 and 2009 of loans to related parties were as follows: Loans to related parties

Consolidated financial statements 2010

Separate ﬁnancial statements 2009

2010

2009 (in million Baht)

Short-term loans Subsidiaries At 1 January

2,642

3,336

Increase

877

842

Decrease

(1,542)

(1,536)

At 31 December

1,977

2,642

At 1 January

3,455

5,578

Increase

529

Decrease

(1,485)

(2,123)

At 31 December

2,499

3,455

Long-term loans Subsidiaries

Loans to and other receivables from related parties of the Group and the Company as at 31 December 2010 and 2009 were denominated entirely in Thai Baht and other functional currencies of foreign subsidiaries. Trade accounts payable to related parties

Consolidated financial statements 2010

Separate ﬁnancial statements 2009

2010

2009 (in million Baht)

Other related companies Berli Jucker PCL. Thai Beverage Can Ltd.

792

718

Plantheon Trading Co., Ltd.

Pisetkij Co., Ltd.

PS Recycle Co., Ltd.

990

890

Others Total

Sangsom Co., Ltd.

Fuengfuanant Co., Ltd.

Mongkolsamai Co., Ltd.

Thanapakdi Co., Ltd.

Kanchanasingkorn Co., Ltd.

Sura Piset Thipparat Co., Ltd.

Sura Bangyikhan Co., Ltd.

Athimart Co., Ltd.

S.S. Karnsura Co., Ltd.

Kankwan Co., Ltd.

Theparunothai Co., Ltd.

United Winery and Distillery Co., Ltd.

Simathurakij Co., Ltd.

Nateechai Co., Ltd.

Luckchai Liquor Trading Co., Ltd.

Pomkit Co., Ltd.

Pomkung Co., Ltd.

Pomchok Co., Ltd.

Pomcharoen Co., Ltd.

Pomburapa Co., Ltd.

Pompalang Co., Ltd.

Pomnakorn Co., Ltd.

Num Kijjakarn Co., Ltd.

Num Palang Co., Ltd.

Num Muang Co., Ltd.

Num Nakorn Co., Ltd.

Num Thurakij Co., Ltd.

Short-term loans from

Beer Thip Brewery (1991) Co., Ltd.

Subsidiaries

Short-term loans from and other payables to related parties

Other payables

Short-term Total loans from

Other payables

2009

Consolidated ﬁnancial statements 2010

143

235

392

193

429

133

113

188

194

322

432

626

Short-term Total loans from

Other payables

145

236

394

194

434

134

114

189

195

324

433

632

298

324

212

691

168

114

289

400

340

496

340

334

225

135

Short-term Total loans from

Total

300

326

213

696

169

115

290

402

342

498

340

336

227

146

(in million Baht)

Other payables

2009

Separate ﬁnancial statements 2010

153

Numthip Co., Ltd.

Thipchalothorn Co., Ltd.

Krittayabun Co., Ltd.

Surathip Co., Ltd.

Sunthronpirom Co., Ltd.

Piromsurang Co., Ltd.

Thai Beverage Energy Co., Ltd.

Thai Molasses Co., Ltd.

Thai Cooperage Co., Ltd.

Feed Addition Co., Ltd.

Pan International (Thailand) Co., Ltd.

Charun Business 52 Co., Ltd.

Thai Beverage Logistics Co., Ltd.

Thai Beverage Marketing Co., Ltd.

Dhanasindhi Co., Ltd.

Dhospaak Co., Ltd.

Thai Beverage Training Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

Beer Chang Co., Ltd.

Thai Drinks Co., Ltd.

Total subsidiaries

Short-term loans from

Numrungrod Co., Ltd.

Subsidiaries (continued)

Short-term loans from and other payables to related parties

Other payables

Total

Short-term loans from

Other payables

2009

Consolidated ďŹ nancial statements 2010

Total

5,955

210

663

127

152

133

223

266

Short-term loans from

110

Other payables

6,065

213

664

127

153

134

224

269

Total

7,259

405

138

132

284

615

190

499

Short-term loans from

Total

114

7,373

406

138

133

285

616

191

500

(in million Baht)

Other payables

2009

Separate ďŹ nancial statements 2010

Annual Report 2010 | Thai Beverage Public Company Limited

154

Plaza Athenee Hotel (Thailand) Co., Ltd.

Southeast Capital Co., Ltd.

The Southeast Insurance Co., Ltd.

T.C.C. Technology Co., Ltd.

BJC Industrial and Trading Co., Ltd.

Others

Total related companies

Total

163

Other payables

163

Total

Short-term loans from

154

Other payables

154

Total

5,955

Short-term loans from

128

Other payables

6,083

Total

7,259

Short-term loans from

Total

132

7,391

(in million Baht)

Other payables

2009

Separate ďŹ nancial statements 2010

of foreign subsidiaries.

Short-term loans from and other payables to related parties of the Group and the Company as at 31 December 2010 and 2009 were denominated entirely in Thai Baht and other functional currencies

Short-term loans from

Thai Alcohol PCL.

Related companies

Short-term loans from and other payables to related parties

2009

Consolidated ďŹ nancial statements 2010

155

Sangsom Co., Ltd.

Fuengfuanant Co., Ltd.

Thanapakdi Co., Ltd.

Mongkolsamai Co., Ltd.

Kanchanasingkorn Co., Ltd.

S.S. Karnsura Co., Ltd.

Kankwan Co., Ltd.

Theparunothai Co., Ltd.

United Winery and Distillery Co., Ltd.

Simathurakij Co., Ltd.

Luckchai Liquor Trading Co., Ltd.

Pomkit Co., Ltd.

Pomkung Co., Ltd.

Pomchok Co., Ltd.

Pomburapa Co., Ltd.

Pomnakorn Co., Ltd.

Num Thurakij Co., Ltd.

Num Muang Co., Ltd.

Num Nakorn Co., Ltd.

Num Kijjakarn Co., Ltd.

Num Palang Co., Ltd.

Numrungrod Co., Ltd.

Numthip Co., Ltd.

Long-term loans from

Beer Thip Brewery (1991) Co., Ltd.

Subsidiaries

Long-term loans from and other payables to related parties

Other payables

2010

Total

Long-term loans from

Other payables

2009

Consolidated ﬁnancial statements

Total

490

947

168

235

286

221

330

195

401

176

241

155

219

241

176

151

3,564

Long-term loans from

Other payables

2010

490

947

168

235

286

221

330

195

401

176

241

155

219

241

176

151

3,564

Total

722

280

155

135

296

294

195

115

175

163

165

120

230

270

149

255

216

3,865

Long-term loans from

Total

722

280

155

135

296

294

195

115

175

163

165

120

230

270

149

255

216

3,865

(in million Baht)

Other payables

2009

Separate ﬁnancial statements

Annual Report 2010 | Thai Beverage Public Company Limited

156

Surathip Co., Ltd.

Sunthronpirom Co., Ltd.

Piromsurang Co., Ltd.

Thai Molasses Co., Ltd.

Feed Addition Co., Ltd.

Pan International (Thailand) Co., Ltd.

Charun Business 52 Co., Ltd.

Thai Cooperage Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

Beer Chang Co., Ltd.

Archa Beer Co., Ltd.

Total subsidiaries

Total

Other payables

Total

Long-term loans from

Other payables

Total

10,403

195

471

162

411

149

145

140

Long-term loans from

Other payables

10,403

195

471

162

411

149

145

140

Total

9,743

172

461

197

361

230

208

Long-term loans from

Total

9,743

172

461

197

361

230

208

(in million Baht)

Other payables

2009

Separate ďŹ nancial statements 2010

Long-term loans from and other payables to related parties of the Group and the Company as at 31 December 2010 and 2009 were denominated entirely in Thai Baht.

Southeast Capital Co., Ltd.

Related company

Krittayabun Co., Ltd.

Long-term loans from

Thipchalothorn Co., Ltd.

Subsidiaries (continued)

Long-term loans from and other payables to related parties

2009

Consolidated ďŹ nancial statements 2010

157

Annual Report 2010 | Thai Beverage Public Company Limited

Summary of loans from related parties

158

Consolidated financial statements 2010

Separate ﬁnancial statements 2009

2010

2009 (in million Baht)

Short-term loans

5,955

7,259

Long-term loans

10,403

9,743

Total loans from related parties

16,358

17,002

Movements during the years ended 31 December 2010 and 2009 of loans from related parties were as follows: Loans from related parties

Consolidated financial statements 2010

Separate ﬁnancial statements 2009

2010

2009 (in million Baht)

Short-term loans Subsidiaries At 1 January

7,259

3,803

Increase

2,123

4,333

Decrease

(3,427)

(877)

At 31 December

5,955

7,259

At 1 January

9,743

8,725

Increase

1,965

2,190

Decrease

(1,305)

(1,172)

At 31 December

10,403

9,743

Long-term loans Subsidiaries

Significant agreements with related parties Supporting service agreements The Company entered into supporting service agreements with subsidiaries for supporting service such as human resource, administration, accounting, finance, public relations, public co-ordination, technology, law, secretary and share register and internal audit for the period of one year from 1 January 2004 to 31 December 2004. Unless there are notifications to terminate the agreement within 30 days before the expiry date, this agreement continues to be in effect for the successive one year term. The subsidiaries are committed to pay a service fee at the rate of 0.5% of their principal revenue. With effect from 1 January 2007, the supporting service fee rate was adjusted to 1% of the principal revenue. Service fee rate was adjusted for development of new product, experiment and quality test, analysis, research and marketing survey for new products and procurement of information. Application service provisioning agreement The Company entered into the application service provisioning agreement with T.C.C. Technology Co., Ltd., a related party, for the provision of ongoing support and maintenance of the systems and infrastructure and is committed to pay system, hardware and software rental fee and service fee on a monthly basis throughout the contract period for five years, effective

159

from 31 May 2006, under the fees and conditions stated in the contract. Subsequently, the Company entered into additional agreements, based on the number of users, ended 31 July 2012. Procurement agreement Pan International (Thailand) Co., Ltd., the Company’s subsidiary, entered into the procurement agreements with other subsidiaries, for necessary purchase and procurement services to the later subsidiaries. The procurement fee is 1% of the value of goods and services purchased under such agreement. Molasses purchase agreements Thai Molasses Co., Ltd., the Company’s subsidiary, entered into molasses purchase and sale agreements with various related companies in order to sell to other subsidiaries within the Group. The terms and conditions of these agreements specify that the seller would sell molasses to the buyers in speciﬁed quantity, price, quality, delivery and received, payments, responsibility, weight, sample analysis on molasses, and quality control, etc. Glass bottle purchase and sale agreement Thai Beverage Recycle Co., Ltd., the Company’s subsidiary, entered into the glass bottle purchase and sale agreement with Berli Jucker PCL., a related party, to purchase various types of new glass bottles in order to sell to other subsidiaries within the Group for a period of two years and eight months, effective from 1 May 2007 to 31 December 2009, under the prices and conditions stated in the contract. On 23 December 2009, the subsidiary entered into a new glass bottle purchase and sale agreement for a period of three years, effective from 1 January 2010 to 31 December 2012, under the prices and conditions stated in the contract. License agreements -

Three subsidiaries entered into license agreements with Beer Chang Co., Ltd., Archa Beer Co., Ltd., and Thai Beverage Brands Co., Ltd., the Company’s subsidiaries, for rights and obligations for the sale of drinking water, soda water, beer, draft beer and lager beer under the trade names of "CHANG", "ARCHA" and "FEDERBRAU". The subsidiaries are committed to pay fees at a rate of 2% based on net sales at price, ex factory, excluding VAT and after deducting excise tax, contributions to the health promotion fund and Thai Public Broadcasting Service.

Sura Bangyikhan Co., Ltd., the Company’s subsidiary, entered into license agreements with 12 subsidiaries for the rights to use trademarks for white spirits and Chiang - Chun blended spirits as stipulated in the agreement. The trademark fee is from Baht 0.50 - 1.50 per bottle, based on the contents and size of the bottle. With effective from January 2010, the trademark fee was adjusted to Baht 0.50 - 1.20 per bottle, based on the contents and size of the bottle.

Sales Distributor Agreements Thai Beverage Marketing Co., Ltd., the Company's subsidiary, entered into sales distributor agreements with two subsidiaries to sell beverage products under the prices and conditions stated in the agreements for ﬁve years, effective from 3 October 2008 to 2 October 2013. Biogas purchase and sale agreement Thai Beverage Energy Co., Ltd., the Company’s subsidiary, entered into biogas purchase and sale agreements with three related companies for a period of 19 years, effective from the year 2009 to 2028, to supply biogas to use as a fuel source in spirits distillery process under the price and conditions stated in the agreements. Subsequently in 2010, the aforementioned agreements were made with additional two related companies for a period of 18 years, effective from the year 2010 to 2028.

Annual Report 2010 | Thai Beverage Public Company Limited

160

Commitments with related parties Consolidated financial statements 2010

Separate ﬁnancial statements 2009

2010

2009 (in million Baht)

Non-cancellable operating lease commitments Within one year

216

218

After one year but within ﬁve years

316

306

532

528

1,613

1,056

171

1,846

1,173

119

After ﬁve years Total Other commitments Purchase molasses Sale molasses Application service provisioning agreement Brewing supervision agreement Other agreements Total

6. Cash and cash equivalents Consolidated financial statements

Separate ﬁnancial statements

2010

2009

2010

2009

822

781

Cash at banks - saving accounts

1,387

1,678

128

Highly liquid short-term investments

1,103

Total

3,359

2,590

129

(in million Baht)

Cash on hand Cash at banks - current accounts

161

The currency denomination of cash and cash equivalents as at 31 December was as follows: Consolidated financial statements 2010

Separate ďŹ nancial statements 2009

2010

2009 (in million Baht)

Thai Baht (THB) and other functional currencies of foreign subsidiaries Hong Kong Dollars (HKD) United States Dollars (USD) Others Total

3,057

2,490

129

273

3,359

2,590

129

7. Other investments Consolidated financial statements 2010

Separate ďŹ nancial statements 2009

2010

2009 (in million Baht)

Current investments Short-term deposits at ďŹ nancial institutions

(4)

Other long-term investments Investment in government bonds Other non marketable equity securities Less allowance for decline in value of investments

Total

As at 31 December 2009, an indirect subsidiary invested in government bonds in the amount of Baht 8.5 million, bearing interest rates at 5.90% and 4.25% per annum and maturity date in 2013 and 2014. The bonds has been pledged as a collateral for electricity utilisation. Subsequently during 2010, the aforementioned indirect subsidiary invested additionally in government bonds in the amount of Baht 3.66 million, bearing interest rate at 4.125% per annum and maturity date in 2016. The bonds has been pledged as a collateral for natural gas utilisation Other investments of the Group as at 31 December 2010 and 2009 were denominated entirely in Thai Baht.

Annual Report 2010 | Thai Beverage Public Company Limited

162

8. Trade accounts receivable Consolidated financial statements Note

2010

Separate ďŹ nancial statements 2009

2010

2009 (in million Baht)

Related parties Other parties

144

1,937

2,089

1,958

2,233

(36)

(183)

1,922

2,050

(3)

Less allowance for doubtful accounts Net Bad debts and (reversal of) doubtful debts expense for the year

Aging analyses for trade accounts receivable were as follows: Consolidated financial statements 2010

Separate ďŹ nancial statements 2009

2010

2009 (in million Baht)

Related parties 21

Less than 3 months

6-12 months

144

1,750

1,887

158

Within credit terms Overdue:

Other parties Within credit terms Overdue: Less than 3 months

6-12 months

Over 12 months

145

1,937

2,089

3-6 months

Less allowance for doubtful accounts

Net

(36)

(183)

1,901

1,906

1,922

2,050

The normal credit term granted by the Group ranges from 7 days to 180 days.

163

The currency denomination of trade accounts receivable as at 31 December was as follows: Consolidated financial statements 2010

Separate ﬁnancial statements 2009

2010

2009 (in million Baht)

Thai Baht (THB) and other functional currencies of foreign subsidiaries United States Dollars (USD) Total

1,919

2,049

1,922

2,050

9. Inventories Consolidated financial statements 2010

Separate ﬁnancial statements 2009

2010

2009 (in million Baht)

10,017

10,678

Maturing spirits

9,028

9,237

Work in progress

3,867

3,162

Raw materials

2,548

1,835

Packaging materials

823

736

Spare parts

428

432

Others

608

377

27,319

26,457

(173)

(263)

27,146

26,194

Finished goods

Less allowance for decline in value Net

The cost of inventories which is recognised as an expense and included in ‘cost of sale of goods’ for the year ended 31 December 2010 amounted to Baht 87,176 million (2009: Baht 76,267 million).

Annual Report 2010 | Thai Beverage Public Company Limited

164

10. Other current assets Consolidated ﬁnancial statements

Separate ﬁnancial statements

2010

2009

2010

2009

Prepaid excise tax

743

774

Refundable VAT

367

442

Refundable excise tax

231

324

Prepaid expenses

189

171

Deposits

109

152

Others

340

296

1,979

2,159

(in million Baht)

Less allowance for doubtful accounts Net

(8)

(10)

1,971

2,149

The currency denomination of other current assets as at 31 December was as follows: Consolidated financial statements 2010

Separate ﬁnancial statements 2009

2010

2009 (in million Baht)

Thai Baht (THB) and other functional currencies of foreign subsidiaries Others Total

1,970

2,146

1,971

2,149

11. Investments in subsidiaries Separate ﬁnancial statements 2010

2009 (in million Baht)

At 1 January

80,091

77,162

Acquisitions

Increase in share capital in subsidiaries

2,886

Disposals At 31 December

(46)

80,047

80,091

165

Investments in subsidiaries as at 31 December 2010 and 2009, and dividend income from those investments for the years then ended were as follows: Separate ďŹ nancial statements Ownership interest 2010

2009

Paid-up capital 2010

2009

Cost method 2010

2009

Dividend income 2010

2009

(in million Baht)

(%) Subsidiaries Beer Thai (1991) PCL.

100.00

5,550

12,500

Beer Thip Brewery (1991) Co., Ltd.

100.00

6,600

12,500

Sangsom Co., Ltd.

100.00

7,500

12,500

541

7,500

135

Fuengfuanant Co., Ltd.

100.00

900

Mongkolsamai Co., Ltd.

100.00

700

691

Thanapakdi Co., Ltd.

100.00

Kanchanasingkorn Co., Ltd.

100.00

700

697

700

Sura Bangyikhan Co., Ltd.

100.00

4,000

968

764

Athimart Co., Ltd.

100.00

900

104

121

S.S. Karnsura Co., Ltd.

100.00

800

142

102

Kankwan Co., Ltd.

100.00

800

158

166

Theparunothai Co., Ltd.

100.00

700

121

106

Red Bull Distillery (1988) Co., Ltd.

100.00

5,000

395

215

United Winery and Distillery Co., Ltd.

100.00

1,800

Simathurakij Co., Ltd.

100.00

900

888

124

Nateechai Co., Ltd.

100.00

800

Luckchai Liquor Trading Co., Ltd.

100.00

800

766

Sura Piset Thipparat Co., Ltd.

100.00

1,000

1,010

Pomthip Co., Ltd.

100.00

104

Pomkit Co., Ltd.

100.00

Pomkung Co., Ltd.

100.00

122

Pomchok Co., Ltd.

100.00

177

Pomcharoen Co., Ltd.

100.00

Pomburapa Co., Ltd.

100.00

119

Pompalang Co., Ltd.

100.00

Pomnakorn Co., Ltd.

100.00

Num Yuk Co., Ltd.

100.00

364

369

Num Kijjakarn Co., Ltd.

100.00

681

1,046

Num Palang Co., Ltd.

100.00

129

302

Num Muang Co., Ltd.

100.00

354

430

Num Nakorn Co., Ltd.

100.00

212

244

Num Thurakij Co., Ltd.

100.00

291

341

Numrungrod Co., Ltd.

100.00

409

Numthip Co., Ltd.

100.00

171

Thipchalothorn Co., Ltd.

100.00

340

609

Annual Report 2010 | Thai Beverage Public Company Limited

166

Separate ďŹ nancial statements Ownership interest 2010

2009

Paid-up capital 2010

2009

Cost method 2010

2009

Dividend income 2010

2009

(in million Baht)

(%) Subsidiaries (continued) Krittayabun Co., Ltd.

100.00

375

406

Surathip Co., Ltd.

100.00

150

221

Sunthronpirom Co., Ltd.

100.00

209

140

Piromsurang Co., Ltd.

100.00

118

Thai Beverage Energy Co., Ltd.

100.00

860

864

Wrangyer Beverage (2008) Co., Ltd.

100.00

200

Thai Molasses Co., Ltd.

99.72

Feed Addition Co., Ltd.

100.00

Pan International (Thailand) Co., Ltd.

100.00

Charun Business 52 Co., Ltd.

100.00

122

Thai Cooperage Co., Ltd.

100.00

300

296

Thai Beverage Recycle Co., Ltd.

100.00

123

134

128

Thai Beverage Logistics Co., Ltd.

100.00

1,012

Thai Beverage Marketing Co., Ltd.

100.00

300

124

Dhanasindhi Co., Ltd.

100.00

Dhospaak Co., Ltd.

100.00

Thai Beverage Training Co., Ltd.

100.00

International Beverage

100.00

7,863

Cosmos Brewery (Thailand) Co., Ltd.

100.00

1,667

4,139

Thai Beverage Brands Co., Ltd.

100.00

Beer Chang Co., Ltd.

100.00

4,318

119

124

Archa beer Co., Ltd.

100.00

130

Sura Piset Phatra Lanna Co., Ltd.

100.00

1,000

1,015

89.26

89.93

375

6,206

6,253

600

698

100.00

54,306

54,303

80,047

80,091

8,290

8,238

Holdings Limited

Oishi Group PCL. Thai Drinks Co., Ltd. Total

167

Signiﬁcant movements during the year ended 31 December 2010 of investment in subsidiaries were as follows: (a) The Executive Board of Directors’ meeting held on 24 May 2010 unanimously approved in principle for 16 distilleries, the Company’s subsidiaries, to purchase 23 Empty Bottle Inspection machines (E.B.I.) together with belt conveyor system, amounting to Baht 387 million. This project will be invested in 2010 and 2011 in the amount of Baht 132 million and Baht 255 million, respectively. Subsequently, all of the 16 distilleries had entered into the machine purchasing agreements with an overseas company in the amount of JPY 370 million. (b) The Executive Board of Directors’ meeting held on 21 June 2010 unanimously approved in principle for SPM Foods and Beverages Company Limited, the Company’s indirect subsidiary, to purchase the machine for beverage production, amounting to Baht 126 million. Subsequently, the aforementioned had entered into the machine purchasing agreement with a related company in the amount of Baht 16.25 million. (c) The Executive Board of Directors’ meeting held on 27 July 2010 unanimously approved in principle for International Beverage Holdings (China) Limited, the Company’s indirect subsidiary, to increase its authorised share capital amounting to HKD 17 million for an increase in the capital of Yunnan Yulinquan Liquor Co., Ltd., the subsidiary of the Company’s indirect subsidiary, amounting to RMB 15 million. Subsequently, on 18 November 2010, International Beverage Holdings (China) Limited received payment for the aforementioned its share capital. (d) The Executive Board of Directors’ meeting held on 23 August 2010 unanimously approved in principle for Yunnan Yulinquan Liquor Co., Ltd., the subsidiary of the Company’s indirect subsidiary, to acquire loan from a local ﬁnancial institution in Yunnan Province, People’s Republic of China in the amount not exceeding RMB 85 million or 70% of appraisal value or total expenditures of production capacity of the expansion project, whichever is lower. (e) In 2010, International Beverage Holdings Limited USA, Inc., a subsidiary of the indirect subsidiary, increased its authorised share capital from USD 10.3 million to USD 11.8 million to fund its operations.

Annual Report 2010 | Thai Beverage Public Company Limited

168

12. Investments in associates Consolidated financial statements 2010

2009 (in million Baht)

128

112

Translation of ďŹ nancial statement differences

(16)

At 31 December

123

128

At 1 January Share of proďŹ ts of investments - equity method

Investments in associates as at 31 December 2010 and 2009, and dividend income from those investments for the years then ended were as follows: Consolidated financial statements Ownership interest 2010

2009

Paid-up capital 2010

2009

Cost method 2010

Equity method Dividend income

2009

2010

2009

2010

2009

(in million Baht)

(%) Associates Held by subsidiaries of indirect subsidiaries Liquorland Limited

49.49

123

128

Inver House Polska Limited

44.00

Inver House Distribution SA

50.02

123

128

Total

(37)

Additions

Transfers

Disposals

At 31 December 2010

on consolidation

Translation differences -

Transfers

4,263

(2)

154

Additions

8,004

4,263

1 January 2010

7,852

At 31 December 2009 and

on consolidation

Translation differences -

4,263

At 1 January 2009

Cost

Land

Surplus on land revaluation

7,867

Cost/ revaluation

13. Property, plant and equipment

12,267

(2)

154

12,115

(37)

12,130

Total

1,492

(1)

1,465

(1)

1,449

Land improvement

19,305

(118)

(22)

1,135

209

18,101

(20)

458

156

17,470

Building, building and leasehold improvement

44,305

(120)

(192)

486

354

43,777

(172)

615

565

42,738

Machinery and equipment

2,709

(35)

(6)

2,740

(11)

2,719

Oak barrels

Consolidated financial statements

1,031

(1)

(38)

(78)

141

1,007

(1)

(26)

133

860

Furniture, ďŹ xtures and ofďŹ ce equipment

3,149

(1)

(93)

425

2,818

(1)

(49)

254

2,614

Vehicles

1,431

(6)

(1,569)

2,016

990

(1,103)

1,340

753

Assets under construction and installation

85,689

(284)

(351)

3,311

83,013

(279)

2,479

80,733

(in million Baht)

Total

169

Disposals

Assets under ﬁnance leases

Owned assets

At 31 December 2010

Assets under ﬁnance leases

Owned assets

At 31 December 2009 and 1 January 2010

Assets under ﬁnance leases

Owned assets

At 1 January 2009

Net book value

4,263 4,263

8,004

4,263

7,852

8,004

4,263

7,852

At 31 December 2010

4,263

Effect of movement in exchange rates

Disposals

7,867

Transfers

4,263

Depreciation charge for the year

7,867

1 January 2010

At 31 December 2009 and

exchange rates

Transfers

Depreciation charge for the year

Effect of movement in

revaluation

At 1 January 2009

Depreciation and impairment losses

Cost

Surplus on land

Land

12,267

12,115

12,130

Total

Land

669

731

804

823

(1)

7 34

( 1)

645

improvement

10,458

10,093

10,304

8,847

(48)

(16)

901

8,008

(16)

845

7,166

improvement

Building, building and leasehold

9,769

12,170

12,160

14,067

14,064

34,536

(68)

(165)

3,105

31,607

(143)

(11)

3,070

28,671

equipment

Machinery and

873

1,008

1,131

1,836

(21)

(4)

129

1,732

(5)

131

1,588

barrels

Oak

Consolidated financial statements

315

317

268

716

(37)

(58)

121

690

(22)

119

592

equipment

Furniture, ﬁxtures and ofﬁce

663

660

325

323

124

120

2,486

(85)

(1)

2,493

(1)

(43)

(1)

2,490

Vehicles

1,429

987

750

(1)

installation

Assets under construction and Total

36,443

36,440

37,746

37,734

39,578

39,571

49,246

(138)

(308)

4,425

45,267

(230)

4,303

41,155

(in million Baht)

Annual Report 2010 | Thai Beverage Public Company Limited

170

171

Property, plant and equipment under construction As at 31 December 2010, an indirect subsidiary had assets under construction and installation for PET bottling beverage production by Cold Aseptic Filling project and UHT packing machine project totalling Baht 1,244.13 million (2009: Baht 32.10 million). Capitalised borrowing costs relating to the acquisition of the aforementioned project amounted to Baht 4.98 million (2009: nil), with a capitalization rate of 1.30 – 2.92% per annum (2009: not applicable) (see note 28). The gross amount of the Group’s fully depreciated plant and equipment that was still in use as at 31 December 2010 amounted to Baht 23,865 million (2009: Baht 10,521 million). The carrying amount of idle land which is held for planned future business operations as at 31 December 2010 amounted to Baht 1,221 million (2009: Baht 1,222 million). Separate financial statements Furniture, ﬁxtures and Leasehold improvements ofﬁce equipment

Vehicles

Assets under construction and installation

Total (in million Baht)

Cost At 1 January 2009

109

131

Additions

Disposals

(1)

(7)

(8)

At 31 December 2009 and -

123

159

Additions

Transfers

(16)

Disposals

(1)

138

169

At 1 January 2009

Depreciation charge for the year

Disposals

(1)

(6)

(7)

Depreciation charge for the year

Disposals

(1)

At 31 December 2010

105

122

1 January 2010

At 31 December 2010 Depreciation and impairment losses

At 31 December 2009 and 1 January 2010

Net book value At 1 January 2009 At 31 December 2009 and 1 January 2010 At 31 December 2010

Annual Report 2010 | Thai Beverage Public Company Limited

172

The gross amount of the Companyâ&#x20AC;&#x2122;s fully depreciated equipment, leasehold improvement and vehicles that was still in use as at 31 December 2010 amounted to Baht 79 million (2009: Baht 4 million).

14. Intangible assets Consolidated financial statements Goodwill

Computer software

Trademarks

Licences

Total (in million Baht)

Cost 3,198

331

3,629

(3)

3,275

108

385

3,786

Additions

Disposals

(32)

(41)

(7)

(48)

3,203

136

380

3,737

164

260

451

(2)

170

285

499

(16)

(2)

(18)

154

320

536

3,034

3,178

3,105

100

3,287

3,049

3,201

At 1 January 2009 Additions Acquisition through business combinations Translation differences on consolidation At 31 December 2009 and 1 January 2010

Translation differences on consolidation At 31 December 2010 Amortisation and impairment losses At 1 January 2009 Amortisation charge for the year Translation differences on consolidation At 31 December 2009 and 1 January 2010 Amortisation charge for the year Translation differences on consolidation At 31 December 2010 Net book value At 1 January 2009 At 31 December 2009 and 1 January 2010 At 31 December 2010

173

Separate financial statements Computer software (in million Baht)

Cost At 1 January 2009 Additions At 31 December 2009 and 1 January 2010 Additions At 31 December 2010

51 4 55 2 57

Amortisation and impairment losses At 1 January 2009 Amortisation charge for the year At 31 December 2009 and 1 January 2010 Amortisation charge for the year At 31 December 2010

15 9 24 9 33

Net book value At 1 January 2009

At 31 December 2009 and 1 January 2010

At 31 December 2010

15. Leasehold rights Consolidated financial statements (in million Baht)

Cost At 1 January 2009

158

Additions

116

Translation differences on consolidation At 31 December 2009 and 1 January 2010 Additions Translation differences on consolidation At 31 December 2010

(5) 269 (8) 261

Annual Report 2010 | Thai Beverage Public Company Limited

174

Consolidated financial statements (in million Baht)

Amortisation and impairment losses At 1 January 2009

Amortisation charge for the year

At 31 December 2009 and 1 January 2010

Amortisation charge for the year

At 31 December 2010

Net book value At 1 January 2009

112

At 31 December 2009 and 1 January 2010

213

At 31 December 2010

193

16. Other non-current assets Consolidated financial statements Note

2010

2009

Separate financial statements 2010

2009 (in million Baht)

Advance payments to 1,679

1,729

315

324

Deposits

187

293

Idle land

106

Others

128

2,100

2,222

315

326

a specialist

Total

17. Interest-bearing liabilities Consolidated financial statements Note

2010

Separate financial statements 2009

2010

2009 (in million Baht)

Current Bank overdrafts Secured Unsecured

566

655

175

Consolidated financial statements Note

2010

Separate financial statements 2009

2010

2009 (in million Baht)

Short-term loans from ﬁnancial institutions Letter of comfort Unsecured

163

5,600

4,900

5,000

3,100

6,262

5,718

5,000

3,100

2,500

3,765

2,500

3,765

5,955

7,259

8,762

9,483

13,455

14,124

600

2,500

10,403

9,743

600

2,500

10,403

12,243

9,362

11,983

23,858

26,367

Bank overdrafts and short-term loans from ﬁnancial institutions Current portion of long-term loans from ﬁnancial institutions Unsecured Short-term loans from related parties Unsecured

Non-current Long-term loans from ﬁnancial institutions Unsecured Long-term loans from related parties Unsecured Total

The periods to maturity of interest-bearing liabilities as at 31 December were as follows: Consolidated financial statements

Separate financial statements

2010

2009

2010

2009

8,762

9,483

13,455

14,124

600

2,500

10,403

12,243

9,362

11,983

23,858

26,367

(in million Baht)

Within one year After one year but within ﬁve years Total

Annual Report 2010 | Thai Beverage Public Company Limited

176

The principal features of the borrowings were as follows: (a) Bank overdrafts are repayable on demand. As at 31 December 2010, the Group had total overdraft facilities amounting to Baht 4,411 million (2009: Baht 4,003 million) which are partially supported by letters of comfort issued by the Company. (b) Short-term loans from financial institutions. As at 31 December 2010, the Group had short-term loan facilities from several financial institutions totalling Baht 37,671 million (2009: Baht 30,900 million) of money market rates quoted by banks. The facilities are supported by unsecured promissory notes issued by the Group to several domestic financial instition totaling Baht 5,600 million and to an overseas financial institution amounting to Baht 94 million and by a letter of comfort issued by the Company, totalling Baht 5,694 million (2009: Baht 5,063 million). On 27 February 2009, the Board of Directors approved the issuance and offering of short-term bill of exchange in the amount not exceeding Baht 10,000 million. (c) In 2007, the Company entered into a long-term loan agreement with a financial institution in the amount of Baht 4,500 million which is to be repaid monthly in 12 installments, Baht 375 million each, commencing in February 2009. Interest is payable monthly at 5.60% per annum for the first year and 5.75% per annum afterwards. Subsequently, the Company has been granted the reduction of interest rate to 4.50% per annum for the first year and 4.75% per annum afterwards. The last installment of long-term loan was paid in January 2010. In 2008, the Company entered into a long-term loan agreement with a financial institution amounting to Baht 3,190 million which is to be repaid monthly in 11 installments, Baht 300 million each for the first 10 installments and Baht 190 million for the last installment, from 30 December 2009 to 29 October 2010 with a fixed interest payable monthly at 5% per annum. The last installment for long-term loan was paid in October 2010. In November 2009, the Company entered into long term loans with two financial institutions amounting to Baht 3,000 million which is to be repaid monthly in six installments, Baht 500 million each, commencing from December 2010 to May 2011, interest is payable monthly at 2.11% per annum. In November 2010, an indirect subsidiary entered into long term loans with a financial institution amounting to Baht 600 million which is to be repaid monthly in six installments, Baht 100 million each, commencing from May 2012 to October 2012, interest is payable monthly at 2.92% per annum. Interest-bearing liabilities of the Group and the Company as at 31 December 2010 and 2009 were denominated entirely in Thai Baht and other functional currencies of foreign subsidiaries.

177

18. Trade accounts payable Consolidated financial statements Note

2010

Separate financial statements 2009

2010

2009 (in million Baht)

990

890

Other parties

2,767

2,250

Total

3,757

3,140

Related parties

The currency denomination of trade accounts payable as at 31 December was as follows: Consolidated financial statements 2010

Separate financial statements 2009

2010

2009 (in million Baht)

Thai Baht (THB) and other functional currencies of 3,465

2,855

225

122

Euro (EUR)

109

Others

3,757

3,140

foreign subsidiaries Australia Dollars (AUD)

Total

19. Other current liabilities Consolidated financial statements 2010

Separate financial statements 2009

2010

2009 (in million Baht)

Accrued expenses

795

865

Value added tax payable

865

835

Accrued promotion expense

459

363

Assets payable

552

350

425

204

171

Withholding tax payable

107

110

Others

258

191

3,461

3,089

144

159

Advanced payments from customers for purchase of goods Outstanding cheque paid for excise tax

Total

Annual Report 2010 | Thai Beverage Public Company Limited

178

The currency denomination of other current liabilities as at 31 December was as follows: Consolidated financial statements 2010

Separate financial statements 2009

2010

2009 (in million Baht)

Thai Baht (THB) and other functional currencies of 3,175

foreign subsidiaries Japanese (Yen) Others Total

3,065

144

158

253

3,461

3,089

144

159

20. Share capital Par value per share

2010 Number

Baht

(in Baht)

2009 Number

Baht

(million shares / million Baht)

Authorised At 1 January - ordinary shares

29,000

25,110

At 31 December - ordinary shares Issued and paid-up At 1 January - ordinary shares At 31 December - ordinary shares

21. Additional paid-in capital and reserves Share premium Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in excess of the par value of the shares issued to a reserve account (“share premium”). Share premium is not available for dividend distribution. Legal reserve Section 116 of the Public Companies Act B.E. 2535 requires that a company shall allocate not less than 5% of its annual net proﬁt, less any accumulated losses brought forward, to a reserve account (“legal reserve”), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.

179

Currency translation differences The currency translation differences account within equity comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as from the translation of liabilities that hedge the Company’s net investment in a foreign operation. Fair value changes The fair value changes account within equity comprises the cumulative net change in the fair value of available-for-sale financial assets until the investments are derecognised or impaired. Valuation changes The valuation changes account within equity cumulative net change in the valuation of property, plant and equipment included in the financial statements at valuation until such property, plant and equipment is sold or otherwise disposed of.

22. Segment information Segment information is presented in respect of the Group’s business and geographical segments. The primary format, business segments, is based on the Group’s management and internal reporting structure. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. In preparing segmental information, those liabilities and related interest expense that are not speciﬁcally attributable to a particular segment are allocated on a percentage of net assets basis. Management believes this to be a fair indication of the actual use of the liabilities. Business segments The Group comprises the following main business segments: Spirits

Production and sales of branded spirits products (mostly outside the group);

Beer

Production and sales of branded beer products (mostly outside the group);

Non-alcoholic beverages

Production and sales of branded soda, water, ready-to-drink coffee, energy drink, green tea and fruit juice ﬂavour (mostly outside the group); and

Food

Japanese restaurants, bakery shops and distribution of food and beverage (mostly outside the group)

Geographical segments Operating units of the Group are mainly located in Thailand. Portions of product produced from these units are exported directly or indirectly through foreign subsidiaries to external customers. Certain operating units of subsidiaries are located in foreign countries. In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets.

45,540 1,621 5,990

53,151

52,046

2,116

6,275

60,437

Cost of sale of goods

Selling expenses

Administrative expenses

Proﬁt (loss) for the period

Income tax expense

income tax expense

Proﬁt (loss) before

Finance costs

income tax expense

ﬁnance costs and

Proﬁt (loss) before

Total expenses

16,469 4,833

11,636

16,708

4,924

11,784

301

69,921

77,306

Total income

16,770

183

264

Other income

Interest income

161

16,869

69,733

77,034

Revenue from sale of goods

2009

Spirits

2010

Business segments results

Beer

(1,628)

(755)

(2,383)

(2,310)

36,133

3,091

4,230

28,812

33,823

33,729

2010

(1,632)

(568)

(2,200)

206

(1,994)

32,517

2,942

3,645

25,930

30,523

323

30,196

2009

379

(118)

261

282

6,359

796

841

4,722

6,641

6,611

2010

beverages

488

576

608

4,340

650

560

3,130

4,948

4,916

2009

Non-alcoholic Food

186

219

223

3,871

1,127

128

2,616

4,094

4,075

2010

151

160

170

3,147

962

131

2,054

3,317

3,298

2009

(129)

(2)

(28)

(99)

(129)

(41)

(88)

(451)

(233)

(173)

(45)

(451)

(277)

(174)

2009

Elimination 2010

10,721

4,084

14,805

259

15,064

106,671

11,287

7,287

88,097

121,735

361

121,361

2009

10,643

4,362

15,005

549

15,554

92,704

10,311

5,784

76,609

108,258

273

107,969

(in million Baht)

Total 2010

Annual Report 2010 | Thai Beverage Public Company Limited

180

6,735 47,827

7,325 5,924 13,249

7,977

48,603

5,808

6,874

12,682

Total Assets

Interest-bearing liabilities

Other liabilities

Total liabilities

1,039 64 116 2,220 34 61

2,257

Intangible assets

Leasehold rights

Depreciation

Amortisation

Gain on disposal of assets

equipment

1,019

Property, plant and

Capital expenditure

and equipment

Other assets

21,024

21,712

20,068

2009

2010

Spirits

18,914

Property, plant

Inventories

Business segments ďŹ nancial position

1,615

428

3,255

1,146

2,109

19,002

1,925

12,746

4,331

2010

Beer

1,586

958

5,254

1,517

3,737

21,572

2,461

14,577

4,534

2009

378

1,558

2,314

1,026

1,288

7,657

2,639

4,018

1,000

2010

354

215

1,448

741

707

5,705

2,700

2,458

547

2009

Non-alcoholic beverages

175

306

823

666

157

2,040

1,172

765

103

2010

Food

143

267

755

541

214

2,046

1,314

643

2009

119

4,425

3,311

19,074

9,712

9,362

77,302

13,713

36,443

27,146

2010

2009

4,303

116

2,479

20,706

8,723

11,983

77,150

13,210

37,746

26,194

(in million Baht)

Total

181

Annual Report 2010 | Thai Beverage Public Company Limited

182

Geographic segments The segment ďŹ nancial information of the Group based on geographical segments in the consolidated ďŹ nancial statements for the years ended 31 December 2010 and 2009 were as follows: Consolidated financial statements Property, plant and equipment

Income 2010

2009

2010

2009 (in million Baht)

Thailand

117,815

105,047

35,088

36,217

Overseas

3,920

3,211

1,355

1,529

121,735

108,258

36,443

37,746

Total

23. Other income Consolidated financial statements 2010

Separate financial statements 2009

2010

2009 (in million Baht)

Gain on disposal of assets

119

Gain on sale of investment

Revenue from sales of scraps

Net gain on foreign exchange

Others

151

145

Total

351

262

24. Selling expenses Consolidated financial statements 2010

Separate financial statements 2009

2010

2009 (in million Baht)

6,599

5,352

Transportation

465

282

Commission

224

151

7,288

5,785

Marketing and advertising

Total

183

25. Administrative expenses Consolidated financial statements

Separate financial statements

2010

2009

2010

2009

Personnel expenses

4,448

4,029

Idle capacity

1,985

2,231

Travelling

672

792

Rental

762

658

Depreciation and amortisation

503

447

Donation

596

394

Hire and services

488

287

(in million Baht)

Others Total

1,495

1,171

10,949

10,009

26. Employee beneﬁt expenses Consolidated financial statements 2010

Separate financial statements 2009

2010

2009 (in million Baht)

Management Salaries and wages

170

153

170

153

Bonus

108

338

301

295

266

4,619

4,226

275

246

Bonus

773

708

Overtime and perdiem allowance

382

292

960

843

6,828

6,091

420

374

7,166

6,392

715

640

Contribution to deﬁned beneﬁt plans Others

Other employees Salaries and wages

Contribution to deﬁned beneﬁt plans Others

Total

The deﬁned contribution plans comprise provident funds established by the Group for its employees. Membership to the funds is on a voluntary basis. Contributions are made monthly by the employees at rates ranging from 2% to 3% of their basic salaries and by the Group at rates ranging from 2% to 3% of the employees’ basic salaries. The provident funds are registered with the Ministry of Finance as juristic entities and are managed by a licensed Fund Manager.

Annual Report 2010 | Thai Beverage Public Company Limited

184

27. Expenses by nature The statements of income include an analysis of expenses by function. Expenses by nature disclosed in accordance with the requirements of various TFRS were as follows: Consolidated financial statements 2010

Separate financial statements 2009

2010

2009 (in million Baht)

Included in cost of sales of goods: Changes in inventories of ﬁnished 124

(4,169)

82,330

67,270

Employee beneﬁt expenses

2,379

2,062

Depreciation and amortisation

3,975

3,885

6,054

4,800

545

552

4,786

4,330

715

640

Depreciation and amortisation

518

471

Rental

762

658

goods and work in progress Raw materials, consumables and excise tax used

Included in selling expenses: Marketing and sales promotion expenses Advertising and public relations Included in administrative expenses: Employee beneﬁt expenses

28. Finance costs

Note

Consolidated

Separate

financial statements

ﬁnancial statements

2010

2009

2010

2009 (in million Baht)

Interest expense: Related parties Financial institutions Others Less assets under construction Net

728

704

264

482

223

357

264

549

951

1,127

(5)

259

549

951

1,127

185

29. Income tax expense The current tax expense in the consolidated statement of income is less than the amount determined by applying the Thai corporation tax rate to the accounting profit for the year principally because: (a) the Group’s unutilised tax losses brought forward from the previous year have been utilised during the year to set-off against the current year’s tax charge for 2010 amounted to Baht 101 million (2009: Baht 21 million). (b) a significant portion of the Group’s profit was derived from promoted activities for which concessionary tax rates apply for 2010 amounted to Baht 37 million (2009: Baht 2 million). (c) of the different treatment for accounting and taxation purposes of certain items of income and expense of the Group for 2010 amounted to Baht (261) million (2009: Baht (214) million). (d) losses suffered by certain subsidiaries of the Group can not be set-off against the profits of subsidiaries of the Group for tax purposes for 2010 amounted to Baht 41 million (2009: Baht 104 million). (e) the Group has any adjustment to tax payable in respect of previous years for 2010 amounted to Baht 1 million (2009: Baht (7) million). The current tax expense in the separate statement of income is less than the amount determined by applying the Thai corporation tax rate to the accounting profit for the year principally because: (a) dividends are not subject to tax for 2010 amounted to Baht 2,487 million (2009: Baht 2,471 million). (b) of the different treatment for accounting and taxation purposes of certain items of income and expense for 2010 amounted to Baht 16 million (2009: Baht 30 million). (c) the Company has any adjustment to tax payable in respect of previous years for 2010 amounted to Baht 0.28 million.

30. Promotional privileges Promotional privileges from the Board of Investment By virtue of the provisions of the Industrial Investment Promotion Act of B.E. 2520, two subsidiaries have been granted privileges by the Board of Investment relating to the production of bio-gas and the production of beverage. The privileges granted include: The production of bio-gas (a) exemption from payment of import duty on machinery approved by the Board; (b) exemption from payment of income tax for certain operations for a period of eight years from the date on which the income is first derived from such operations; (c) a 50% reduction in the normal tax rate on the net profit derived from certain operations for a period of five years, commencing from the expiry date in (b) above; and

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(d) exemption from income tax on dividend income derived from certain promoted operations of its subsidiaries for a period of eight years. The production of beverage (a) exemption from payment of import duty on machinery approved by the Board; (b) exemption from payment of income tax for certain operations for a period of eight years from the date on which the income is ﬁrst derived from such operations; and (c) exemption from income tax on dividend income derived from certain promoted operations of its subsidiaries for a period of eight years. As promoted companies, the aforementioned subsidiaries must comply with certain terms and conditions prescribed in the promotional certiﬁcates. Summary of revenue from promoted and non-promoted businesses: Consolidated financial statements

Separate financial statements

2010

2009

2010

2009

4,071

3,658

Non-promoted businesses

117,290

104,311

Total

121,361

107,969

(in million Baht)

Promoted businesses

Privileges granted to business operator in Free Zone Also in 2004 another subsidiary was granted approval from the Customs Department to operate in a “Free Zone”, whereby the subsidiary obtains privileges related to the payment of import and export taxes, valued added tax and excise tax. Various other privileges are also granted.

187

31. Basic earnings per share The calculations of basic earnings per share for the years ended 31 December 2010 and 2009 were based on the proﬁt for the years attributable to equity holders of the Company and the number of ordinary shares outstanding during the years as follows: Consolidated financial statements 2010

Separate ﬁnancial statements 2009

2010

2009

(in million Baht / million shares)

Proﬁt attributable to equity holders of the Company (basic) Number of ordinary shares outstanding Basic earnings per share (in Baht)

10,612

10,566

8,927

8,643

25,110

0.42

0.36

0.34

32. Dividends At the meeting of the Board of Directors held on 10 August 2010, the directors had adopted a resolution to approve the interim dividend payment for the year 2010 of 25,110 million ordinary shares at Baht 0.15 per share, totalling Baht 3,766 million. The interim dividend was paid to shareholders on 8 September 2010. At the annual general meeting of the shareholders of the Company held on 29 April 2010, the shareholders approved the appropriation of dividend of Baht 0.33 per share, amounting to Baht 8,286 million. On 10 September 2009, the interim dividend of Baht 0.15 per share was paid, totalling Baht 3,766 million. The remaining dividend of Baht 0.18 per share, totalling Baht 4,520 million, was paid on 26 May 2010. At the annual general meeting of the shareholders of the Company held on 29 April 2009, the shareholders approved the appropriation of dividend of Baht 0.30 per share, amounting to Baht 7,533 million. On 11 September 2008, the interim dividend of Baht 0.12 per share was paid, totalling Baht 3,013 million. The remaining dividend of Baht 0.18 per share, totalling Baht 4,520 million, was paid on 27 May 2009.

33. Financial instruments Financial risk management policies The Group is exposed to normal business risks from changes in market interest rates and currency exchange rates and from non-performance of contractual obligations by counterparties. The Group does not hold or issue derivative ﬁnancial instruments for speculative or trading purposes. Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create and acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is achieved.

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Capital management The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board monitors the return on capital, which the Group defines as result from operating activities divided by total shareholders’ equity, excluding non-controlling interests and also monitors the level of dividends to ordinary shareholders. Interest rate risk Interest rate risk is the risk that future movements in market interest rates will affect the results of the Group’s operations and its cash flows because loan interest rates are mainly fixed. The Group is primarily exposed to interest rate risk from its borrowings (Note 17). The Group mitigates this risk by ensuring that the majority of its borrowings are at fixed interest rates. The effective interest rates of loans receivable as at 31 December and the periods in which the loans receivable mature or re-price were as follows: Separate financial statements

Effective interest rate

Within 1 year

After 1 year but within 5 years

(% per annum)

Total (in million Baht)

2010 Current Loans receivable - Related parties

5.00

1,977

Non-current Loans receivable - Related parties

5.00

2,499

1,977

2,499

4,476

5.00

2,642

5.00

3,455

2,642

3,455

6,097

Total 2009 Current Loans receivable - Related parties Non-current Loans receivable - Related parties Total

189

The effective interest rates of interest-bearing ďŹ nancial liabilities as at 31 December and the periods in which those liabilities mature or re-price were as follows: Consolidated ďŹ nancial statements

Effective interest rate

Within 1 year

After 1 year but within 5 years

(% per annum)

Total (in million Baht)

2010 Current Bank overdrafts

2.52

568

Loans payable - Financial institutions

1.93

5,694

Current portion of long-term loans

2.11

2,500

Non-current Loans payable - Financial institutions

2.92

Total

600

8,762

600

9,362

2009 Current Bank overdrafts

2.50

655

Loans payable - Financial institutions

1.70

5,063

Current portion of long-term loans

4.59

3,765

2.11

2,500

9,483

2,500

11,983

Non-current Loans payable - Financial institutions Total

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Separate ďŹ nancial statements Effective interest rate

Within 1 year

After 1 year but within 5 years

(% per annum)

Total (in million Baht)

2010 Current Loans payable - Financial institutions

1.91

5,000

Current portion of long-term loans

2.11

2,500

Loans payable - Related parties

5.00

5,955

5.00

10,403

13,455

10,403

23,858

Non-current Loans payable - Related parties Total 2009 Current Loans payable - Financial institutions

1.71

3,100

Current portion of long-term loans

4.59

3,765

Loans payable - Related parties

5.00

7,259

Loans payable - Financial institutions

2.11

2,500

Loans payable - Related parties

5.00

9,743

14,124

12,243

26,367

Non-current

Total

Foreign currency risk The Group is exposed to foreign currency risk relating to purchases and sales of goods which are denominated in foreign currencies. The Group primarily utilises forward exchange contracts to hedge such ďŹ nancial assets and liabilities denominated in foreign currencies. The forward exchange contracts entered into at the reporting date also relate to anticipated purchases and sales, denominated in foreign currencies, for the subsequent period. At 31 December, the Group and the Company were exposed to foreign currency risk in respect of ďŹ nancial assets and liabilities denominated in the following currencies: Consolidated financial statements Note

2010

Separate financial statements 2009

2010

2009 (in million Baht)

United States Dollars Cash and cash equivalents

Trade accounts receivable

Other current assets

191

Consolidated financial statements Note

2010

Separate financial statements 2009

2010

2009 (in million Baht)

(7)

Other current liabilities

(9)

(18)

Gross balance sheet exposure

Estimated forecast purchase of assets

(6)

Estimated forecast purchase of goods

(749)

(899)

Trade accounts payable

(4)

(3)

Gross exposure

(737)

(861)

Forwards to buy foreign currency

652

769

Net exposure

(85)

(92)

(56)

(109)

(21)

(5)

Estimated forecast other liabilities

Euro Trade accounts payable

Other current liabilities

(77)

(114)

Estimated forecast purchase of goods

(813)

(773)

Estimated forecast purchase of assets

(718)

(65)

(1,608)

(952)

1,352

778

(256)

(174)

Trade accounts payable

(4)

(47)

Other current liabilities

(1)

Gross balance sheet exposure

(4)

(46)

(119)

(51)

(52)

(67)

(3)

(178)

(164)

177

152

(1)

(12)

(225)

(122)

Gross balance sheet exposure

Gross exposure Forwards to buy foreign currency Net exposure Great Britain Pound Cash and cash equivalents

Estimated forecast purchases Goods Estimated forecast purchase of Advertising Estimated forecast purchase of assets Gross exposure Forwards to buy foreign currency Net exposure Australia Dollars Trade accounts payable Gross balance sheet exposure

(225)

(122)

Estimated forecast purchases Goods

(1,094)

(495)

Gross exposure

(1,319)

(617)

773

(546)

(617)

Forwards to buy foreign currency Net exposure

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Consolidated financial statements Note

2010

Separate financial statements 2009

2010

2009 (in million Baht)

Hong Kong Dollars Cash and cash equivalents

273

(253)

Other current assets Gross exposure Japanese Yen Other current liabilities

Gross balance sheet exposure Estimated forecast purchase of machinery

(14)

(512)

(65)

(332)

(512)

Estimated forecast purchase of assets Forwards to buy foreign currency Gross exposure

203

512

(129)

Other current liabilities

(2)

(1)

Gross balance sheet exposure

(2)

(1)

(2)

(3)

(1)

Forwards to buy foreign currency Net exposure Other foreign currencies

Forwards to sell foreign currency Net exposure

Credit risk Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and contractual obligations to the Group as and when they fall due. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the reporting date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet. However, due to the large number of parties comprising the Group’s customer base, management does not anticipate material losses from its debt collection. Liquidity risk The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. The fair value is the amount for which an asset could be exchanged, or a liability

193

settled, between knowledgeable, willing parties in an arm’s length transaction. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values in disclosed in the notes speciﬁc to that asset or liability. The fair value of trade and other short-term receivables and loans to and other receivables from related parties is taken to approximate the carrying value. The fair value of other long-term investments is taken to approximate the carrying value. Interest rates of investment in government bonds are ﬁxed. The fair value of trade accounts payable, loans from related parties and other payable, other payables from related parties, and other current liabilities is taken to approximate the carrying value. The fair value of loans is taken to approximate the carrying value. The loans are bearing interest at rates closed to current market rate. The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price at the reporting date for the residual maturity of the contract using a risk-free interest rate (based on government bonds). Fair value of forward exchange contracts at 31 December was as follows: Currency denomination 2010

Consolidated ﬁnancial statements 2009

(in million)

2010

2009

(in million Baht)

Currency forwards Assets -

0.09

Euro

1,348

773

Great Britain Pound

788

942

Australia Dollars

753

United States Dollars

658

768

542

1,399

201

508

3,748

2,991

Singapore Dollars Liabilities

Japanese Yen Total

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194

34. Commitments with non-related parties Consolidated financial statements 2010

Separate ﬁnancial statements 2009

2010

2009 (in million Baht)

Capital commitments Contracted but not provided for: Buildings and other constructions

319

561

907

746

1,226

1,307

Within one year

348

294

After one year but within ﬁve years

300

227

667

546

Forward contracts to buy foreign currencies

3,831

3,050

Forward contracts to sell foreign currencies

(2)

2,777

2,218

1,386

1,454

234

245

801

552

560

527

327

472

Molasses purchase agreements

191

284

Bank guarantees

191

175

10,067

8,735

277

306

Machinery and equipment Total Non-cancellable operating lease commitments

After ﬁve years Total Other commitments

Goods and raw materials purchase agreements Specialist agreements Unused letters of credit for goods and supplies Service agreements Advertising services and sponsorship agreements

Other agreements Total

Signiﬁcant capital commitments An indirect subsidiary has entered into factory building construction and machinery installation agreements with several companies due to in 2009, the said indirect subsidiary has invested in Cold-Aseptic-Filling beverage and PET bottle production project in the amount not exceeding Baht 1,430 million. Subsequently in 2010, the said indirect subsidiary has also invested in UHT packaging machine project in the amount not exceeding Baht 980 million.

195

Significant other commitments Specialist agreements In 2004, the Company and four subsidiaries entered into production and blending control agreements with a specialist for a period of 40 years from 1 August 2004 to 1 August 2044. Under the agreements, the Company and its subsidiaries are obliged to pay monthly service fees of Baht 4.3 million which are to be annually increased by 5% for the first 20 years from 1 August 2004 to 1 August 2024. Afterwards, the Company and its subsidiaries have to pay monthly service fees of Baht 0.25 million until the expiration of the agreements. Service fee under the agreements totaled Baht 1,766.2 million. Subsequently, the addendums were made on 5 January 2006, under which the Company and its subsidiaries have to pay additional amount to this specialist amounting to Baht 2,000 million. Therefore, the total service fees under the agreements both outstanding and already paid by the Company and its subsidiaries amounted to Baht 3,766.2 million. As at 31 December 2010 the remaining commitments to be paid, relating to these agreements, amounted to Baht 1,386.4 million. Sponsorship agreement In 2008, a subsidiary renewed a sponsorship agreement with Everton Football Club, in the United Kingdom, for a period of three years from 1 June 2008 to 31 May 2011 in order to promote the Group’s businesses globally. Under the agreement, the subsidiary is obliged to pay a minimum amount of GBP 0.5 million and a maximum amount of GBP 3.5 million per year, dependent on the performance of Everton football team in each year. Distributor agreement In 2008, an indirect subsidiary renewed a distributor agreement with a local company to act as a distributor for green tea products for a period of three years from 4 November 2008 to 3 November 2011. Hot-fill PET bottle trading agreement In 2005, an indirect subsidiary entered into a hot-fill PET bottle trading agreement with a local bottle manufacturing company according to the quantity required from the indirect subsidiary on a monthly basis at the price specified in the agreement. The agreement is for a 15-year period, commencing 150 days after the agreement date. Material and package trading agreement In 2007, a subsidiary and an indirect subsidiary entered into a material and package trading agreement with a local company for distribution of products to the Group’s shops and for materials and packaging management. The two subsidiaries committed to pay the service charge at the rate specified in the agreement for a period of three years from 1 April 2007 to 31 March 2010 with the renewal option for another three years. Subsequently in April 2010, the said subsidiaries entered into new agreements for a period of two years and eight months from 1 May 2010 to 31 December 2012. Transportation agreement In 2007, a subsidiary and an indirect subsidiary entered into a transportation agreement with a local company to transport products from factory to the destination. Transportation cost is calculated for each trip at the rate stated in the agreement. The term of the agreement is three years from 1 November 2007 to 31 October 2010. Subsequently, on 1 February 2010, the said subsidiaries entered into a new agreement due to the transportation fee rate adjustment. The term of the agreement is three years from 1 January 2010 to 31 December 2012 and may be extended for successive terms of one year each or terminated if any party does not comply with the terms and conditions stated in the agreement or if not less than 30 days prior written notice is given by any one party to the other.

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196

License agreement A subsidiary entered into a license agreement with an overseas company for operating Japanese restaurants in the Kingdom of Thailand as the master license for a period of 10 years from 20 May 2008. Unless there is a notification to terminate the agreement within 180 days before the expiration, this agreement continues to be in effect for the successive 10 years term. The subsidiary committed to pay Initial License Fee, License Fee and Royalty Fee as stated in the agreement. On 29 June 2009, the said subsidiary entered into a license agreement with another overseas company for operating Japanese restaurants in the Kingdom of Thailand as the master license for a period of 10 years from 29 June 2009. Unless there is a notification to terminate the agreement within 180 days before the expiration, this agreement continues to be in effect for the successive 10 years term. The subsidiary committed to pay Initial License Fee, License Fee and Royalty Fee as stated in the agreement. Natural gas trading agreement On 30 September 2009, an indirect subsidiary entered into a natural gas trading agreement with a local company at the condition specified in the agreement for a period of 7 years from 21 December 2009 to 30 November 2016 with the renewal option by written notice not less than 90 days before the expiration. Supply agreement On 1 June 2010, an indirect subsidiary entered into a supply agreement to purchase Aseptic Preforms and Aseptic Plastic Closures to support its aseptic fillings line with a local company, whereby the subsidiary agreed to buy the raw material at category and price specified in the terms and conditions of the agreement. The agreement has been effective until 31 August 2010 unless the counterparties agree otherwise.

35. Events after the reporting period (a)

On 5 January 2011, International Beverage Trading Limited (“IBTL”) was incorporated in Bermuda with registered share capital of USD 0.1 million by issuing 0.1 million ordinary shares with a USD 1 par value. International Beverage Holdings Limited, the Company’s subsidiary, holds the entire shares.

(b) At the Executive Board of Directors’ meeting held on 24 January 2011, the directors approved in principle for Charun Business 52 Co., Ltd. to sell its entire assets. (c)

At the Board of Directors’ meeting held on 23 February 2011, the directors agreed to propose a dividend payment for the year of Baht 0.35 per share, totalling Baht 8,789 million. The interim dividend paid was Baht 0.15 per share, totalling Baht 3,767 million. The remaining dividend payment is Baht 0.2 per share, totalling Baht 5,022 million.

36 . Thai Financial Reporting Standards (TFRS) not yet adopted The Group has not adopted the following new and revised TFRS that have been issued as of the reporting date but are not yet effective. The new and revised TFRS are anticipated to become effective for annual ﬁnancial periods beginning on or after 1 January in the year indicated in the following table.

197

TFRS

Topic

Year effective

TAS 1 (revised 2009)

Presentation of Financial Statements

2011

TAS 2 (revised 2009)

Inventories

2011

TAS 7 (revised 2009)

Statement of Cash Flows

2011

TAS 8 (revised 2009)

Accounting Policies, Changes in Accounting Estimates and Errors

2011

TAS 10 (revised 2009)

Events after the Reporting Period

2011

TAS 11 (revised 2009)

Construction Contracts

2011

TAS 12

Income taxes

2013

TAS 16 (revised 2009)

Property, Plant and Equipment

2011

TAS 17 (revised 2009)

Leases

2011

TAS 18 (revised 2009)

Revenue

2011

TAS 19

Employee Beneﬁts

2011

TAS 21 (revised 2009)

The Effects of Changes in Foreign Exchange Rates

2013

TAS 23 (revised 2009)

Borrowing Costs

2011

TAS 24 (revised 2009)

Related Party Disclosures

2011

TAS 27 (revised 2009)

Consolidated and Separate Financial Statements

2011

TAS 28 (revised 2009)

Investments in Associates

2011

TAS 33 (revised 2009)

Earnings per Share

2011

TAS 34 (revised 2009)

Interim Financial Reporting

2011

TAS 36 (revised 2009)

Impairment of Assets

2011

TAS 37 (revised 2009)

Provisions, Contingent Liabilities and Contingent Assets

2011

TAS 38 (revised 2009)

Intangible Assets

2011

TAS 40 (revised 2009)

Investment Property

2011

TFRS 3 (revised 2009)

Business Combinations

2011

Management expects to adopt and apply these new and revised TFRS in accordance with the FAP’s announcement and has made a preliminary assessment of the potential initial impact on the consolidated and separate financial statements of those new and revised TFRS assessed to have the greatest potential impact on the financial statements in the period of initial application. These standards are as follows: TAS 16 (revised 2009) – Property, plant and equipment The principal changes introduced by the revised TAS 16 and affecting the Group are that (i) costs of asset dismantlement, removal and restoration have to be included as asset costs and subject to annual depreciation; (ii) the depreciation charge has to be determined separately for each significant part of an asset; and (iii) in determining the depreciable amount, the residual value of an item of property, plant and equipment has to be measured at the amount estimated receivable currently for the asset if the asset were already of the age and in the condition expected at the end of its useful life. Furthermore, the residual value and useful life of an asset have to be reviewed at least at each financial year-end. The revised TAS 16 permits as a transitional provision that these changes may be introduced prospectively from the year of introduction. Management intends to adopt this transitional provision and accordingly the introduction of the revised TAS 16 from 1 January 2011 has no impact on the financial statements of 2010 or prior years. Management is currently reviewing the impact on the financial statements of introducing the revised TAS 16 from 1 January 2011.

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TAS 19 – Employee benefits Prior to the introduction of TAS 19, there was no Thai accounting standard covering employee benefits and the Group does not presently account for the costs of post-employment benefits under defined benefit plans; other long-term employee benefits; and termination benefits until such costs are incurred. The new TAS 19 includes the requirements to recognise and account for such costs in the period in which the service is performed. The requirements are complex and require actuarial assumptions to measure the obligation and expense. Moreover, the obligations are measured on a discounted basis because they may be settled many years after the employees render the related service. The transitional provisions of TAS 19 permit the transitional liability to be recognised and accounted for in one of four different ways: (i)

retrospectively;

(ii)

immediately in equity (retained earnings) at the transition date;

(iii)

immediately in proﬁt or loss at the transition date;

(iiii)

as an expense on a straight-line basis over up to ﬁve years from the transition date.

Management has determined that the transitional liability as at 1 January 2011 for post-employment benefits is Baht 1,052 million for the Group and Baht 173 million for the Company. Management intends to adopt transitional provision ii to recognise and account for this liability. TAS 12 – Deferred tax Whilst not specifically addressed in currently effective TFRS, provisions for income tax of the Group are typically based on corporate income tax currently payable in the period under the Revenue Code of Thailand. The Group does not, therefore, recognise deferred tax assets and liabilities for the current period. Under TAS 12, deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be fully utilised. Deferred tax assets are reviewed at each reporting date and reduce to the extent that it is no longer probable that the related tax benefit will be realised. Management is currently reviewing the impact on the financial statements of introducing the revised TAS 16 from 1 January 2011. TAS 40 – Investment property Prior to the introduction of TAS 40, owned land held to earn rental income is classified as part of property, plant and equipment. This land is carried at a revalued amount less any subsequent accumulated impairment losses. Any increase in value, on revaluation, is credited to equity under the heading ‘revaluation surplus’. Under TAS 40, owned property held to earn rental income is classified as part of investment property. TAS 40 allows enterprises to choose either a fair value model or a cost model to measure investment property.

199

In accordance with the fair value model, an enterprise should measure all of its investment property at its fair value. Any gain or loss arising from a change in the fair value of investment property should be recognised in proﬁt or loss for the period in which it arises. In accordance with the cost model, land and buildings held as investment property should be measured at cost less accumulated depreciation and impairment losses. The Group will adopt the cost method for investment property consisting of both land and buildings. Management is currently reviewing the impact on the ﬁnancial statements of introducing the revised TAS 40 from 1 January 2011.

37. Significant differences between TFRS and IFRS (unaudited/ unreviewed) These consolidated financial statements have been prepared in accordance with TFRS which differ in certain significant respects from International Financial Reporting Standards (“IFRS”). The following disclosure provides a summary of certain significant differences between TFRS and IFRS (other than specified in Note 36), as applicable to the consolidated financial statements of the Group, and a reconciliation of net profit and total equity from TFRS to IFRS. Neither the narrative summary nor the reconciliation should be construed as being exhaustive or presented fairly in all material respects and are provided for information purposes only. (a) Financial instruments TFRS has certain disclosure requirements for financial instruments, but only limited guidance on the recognition and measurement of financial instruments. The Group has decided not to recognise derivative financial instruments on the balance sheet. However, foreign currency assets and liabilities hedged by these contracts are translated into Thai Baht at exchange rates ruling at the reporting date. Under IFRS, derivative financial instruments are recognised initially at fair value; attributable transaction costs are recognised in the statement of income when incurred. Subsequent to initial recognition, they are remeasured at fair value. The gain or loss on remeasurement to fair value is recognised immediately in the statement of income. (b) Goodwill Until 31 December 2007, TFRS required goodwill arising from a business combination to be systematically amortised over its estimated useful life, although its useful life should not exceed 20 years from initial recognition. During 2007, TFRS on goodwill was revised in accordance with IFRS which is effective for annual accounting periods beginning on or after 1 January 2008. Under the revised TFRS, acquired goodwill is measured after initial recognition at cost less accumulated impairment losses. The recoverable amount is estimated at each reporting date, and as and when indicators of impairment are identified.

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200

Consolidated net profit 2010

2009 (in million Baht)

As reported in these consolidated ﬁnancial statements under TAS/TFRS

10,721

10,643

(336)

(67)

Add (less): TAS/TFRS and IFRS differences (net of tax effect) (a) Deferred tax (b) Employee beneﬁts (c) Financial instruments Under IFRS

(25)

(88)

10,390

10,507

Consolidated total equity 2010

2009 (in million Baht)

As reported in these consolidated ﬁnancial statements under TAS/TFRS

58,228

56,444

(321)

(351)

(1,052)

(706)

(83)

(59)

Add (less): TAS/TFRS and IFRS differences (net of tax effect) (a) Deferred tax (b) Employee beneﬁts (c) Financial instruments (d) Investment in property

(47)

(e) Business combination (Goodwill)

102

56,827

55,383

Under IFRS

201

INTERESTED PERSONS TRANSACTIONS Audited results for year ended 31 December 2010

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Revenue from sales and service income

Pisetkij Co., Ltd.

PS Recycle Co., Ltd.

The Utaradit Sugar Industry Co., Ltd.

TCC Hotel Collection Co., Ltd.

Thai Alcohol PCL. **

Other income

Pisetkij Co., Ltd.

T.C.C. Technology Co., Ltd.

Thai Alcohol PCL. **

Plantheon Trading Co., Ltd. **

Cost of sales

PS Recycle Co., Ltd.

The Maewang Sugar Industry Co., Ltd.

The Suphanburi Sugar Industry Co., Ltd.

Permkha Commercial Co., Ltd. ***

Southeast Capital Co., Ltd.

T.C.C. Technology Co., Ltd.

Thai Beverage Can Co., Ltd.

Berli Jucker PCL.

The Southeast Insurance Co., Ltd.

10 The Southeast Life Insurance Co., Ltd.

11 The Uttaradit Sugar Industry Co., Ltd.

12 Berli Jucker Specialties Co., Ltd.

13 New Noble Property and Loan Fund

14 TCC Hotel Collection Co., Ltd.

15 Siam Food Products PCL.

16 Plantheon Trading Co., Ltd. **

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Bang-Na Glass Co., Ltd.

Southeast Capital Co., Ltd.

T.C.C. Technology Co., Ltd.

Berli Jucker PCL.

The Southeast Insurance Co., Ltd.

The Southeast Life Insurance Co., Ltd.

N.C.C. Management and Development Co., Ltd.

Plaza Athenee Hotel (Thailand) Co., Ltd.

Surasate Co., Ltd.

12 Dynamic Assets Property and Loan Fund

13 Best Wishes Co., Ltd

14 Best Fortune Property and Loan Fund

15 Thippatana Arcade Co., Ltd.

16 TCC PD 11 Co., Ltd.

17 AT Mediafront Co., Ltd.

18 Sea Food Beer Garden Co., Ltd.

19 Plantheon Trading Co., Ltd.

10 North Park Golf And Sports Club Co., Ltd. 11 TCC Hotel Collection Co., Ltd.

Purchase of assets

Berli Jucker PCL.

The Southeast Insurance Co., Ltd.

Exchange rate Baht 23.56 per 1 SGD.

** The list of Mandated Interested Persons has been extended to include this company by the approval of the 2010 Annual General Meeting of Shareholders of the Company since 29 April 2010 *** Formerly Dhipaya Sugar (1999) Co., Ltd.

203

This Appendix of Renewal of the Shareholders' Mandate for Interested Person Transactions (Shareholders' Mandate) will be proposed to the 2011 Annual General Meeting of Shareholders for consideration and approval.

APPENDIX Proposed Renewal of Shareholders’ Mandate for Interested Person Transactions 1. Background The Board of Directors of Thai Beverage Public Company Limited (the “Company”) refer to (a) the Notice of Annual General Meeting of the Company dated April 8, 2011 (the “Notice”), accompanying the 2010 Annual Report, convening the Annual General Meeting (“AGM”) of the Company to be held on April 29, 2011, and (b) Resolution No. 9 set out in the Notice. 2. Shareholders’ Mandate Pursuant to the Company’s Prospectus dated May 19, 2006 (the “Prospectus”), approval of the Shareholders was deemed obtained for a shareholders’ mandate to enable the Company and its subsidiaries which are considered to be “entities at risk” within the meaning of Rule 904(2) of the listing manual (the “Listing Manual”) of the Singapore Exchange Securities Trading Limited (“SGX-ST”), in their ordinary course of businesses, to enter into categories of transactions with specified classes of the Company’s interested persons (the “Interested Person Transactions”), provided that such transactions are entered into on an arm’s length basis and on normal commercial terms. The details of the Interested Person Transactions and shareholders’ mandate were disclosed in pages 124 to 148 of the Prospectus. The said shareholders’ mandate was updated at the AGM held on April 20, 2007, April 28, 2008, April 29, 2009, and April 29, 2010 in the manner set out on pages 180 to 188, pages 201 to 212, pages 209 to 220 and pages 195 to 209 of the Company’s annual reports for the financial year ended December 31, 2006, 2007, 2008 and 2009, respectively (the “Shareholders’ Mandate”). 3. Proposed Renewal of the Shareholders’ Mandate The Shareholders’ Mandate was expressed to take effect until the conclusion of the subsequent AGM. Accordingly, the Directors propose that the Shareholders’ Mandate be renewed at the forthcoming AGM on April 29, 2011, to take effect until the next AGM of the Company. 4. Details of the Shareholders’ Mandate Details of the Shareholders’ Mandate, including the rationale for, and the benefits to, the Company, the review procedures for determining transaction prices with interested person and other general information relating to Chapter 9 of the Listing Manual, are set out in the Schedule 1 to this Appendix. 5. Audit Committee Statement The Audit Committee has reviewed the terms of the Shareholders’ Mandate and pursuant to Rule 920(1)(c) of the Listing Manual confirms that:-

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(a) the review procedures for determining the transaction prices under the Shareholders’ Mandate have not changed since shareholders approved the Shareholders’ Mandate at the AGM held on April 29, 2010; and (b) the review procedures referred to in Schedule 1 to this Appendix are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders. If, during the periodic reviews by the Audit Committee, it is of the view that the established review procedures referred to in Schedule 1 to this Appendix are no longer appropriate or adequate to ensure that the Interested Person Transactions will be transacted on normal commercial terms and will not be prejudicial to the interests of the Company and minority Shareholders, the Company will seek a fresh mandate from Shareholders based on new review procedures. 6. Directors’ and Substantial Shareholders’ Interests The interests of the directors and substantial shareholders of the Company in the issued shares in the capital of the Company as at January 21, 2011 and March 8, 2011 respectively can be found in the Annual Report in respect of the financial year ended December 31, 2010 to be, or which has been, distributed to shareholders. 7. Abstention from Voting Mr. Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi, Mr. Thapana Sirivadhanabhakdi and Mr. Panote Sirivadhanabhakdi, who are Directors of the Company, have interests in the shares of the Interested Persons (as described in Schedule 1 to this Appendix), and also hold directorships and/or executive positions in them. They and their respective associates will abstain from voting on Resolution No. 9 being the Ordinary Resolution relating to the proposed renewal of the Shareholders’ Mandate in respect of their shareholdings in the Company, if any, at the 2011 AGM. 8. Independent Directors’ Recommendation The Directors who are considered independent for the purposes of the proposed renewal of the Shareholders’ Mandate are Mr. Komen Tantiwiwatthanaphan, Mr. Narong Srisa-an, Ms. Kanoknart Rangsithienchai, Mr. Chukiet Tangpongprush, Mr. Sawat Sopa, Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth, Mr. Vivat Tejapaibul, Mr. Puchchong Chandhanankij, Gen. Dr. Choo-Chat Kambhu Na Ayudhya, Prof. Pornchai Matangkasombut, Mr. Michael Lau Hwai Keong, Mr. Sakthip Krairiksh, Mr. Staporn Kavitanon, Prof. Kanung Luchai, Mr. Manu Leopairote and Mr. Ng Tat Pun (the “Independent Directors”). The Independent Directors are of the opinion that the entry into the Mandated Transactions described in Schedule 1 to this Appendix and with the Interested Persons (as described in Schedule 1 to this Appendix) is in the ordinary course of its business will enhance the efficiency of the Group and are in the best interests of the Company. For the reasons set out in Schedule 1 to this Appendix, the Independent Directors recommend that Shareholders vote in favour of Resolution No. 9, being the Ordinary Resolution relating to the proposed renewal of the Shareholders’ Mandate at the 2011 AGM. 9. Directors’ Responsibility Statement The Directors collectively and individually accept responsibility for the accuracy of the information given herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions expressed herein are fair and accurate and that there are no material facts the omission of which would make any statement herein misleading.

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10. Action to Be Taken By Shareholders Shareholders other than those who hold their shares in the Company through the CDP who are unable to attend the 2011 AGM and wish to appoint a proxy to attend and vote at the 2011 AGM on their behalf, will find, attached to the invitation to the 2011 AGM, a Proxy Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible and, in any event, (i) so as to arrive at the registered office of the Company at Sangsom Building, 14 Vibhavadi Rangsit Road, Chomphon Sub-district, Chatuchak District, Bangkok 10900, Thailand, for the attention of the Company Secretary, not later than 24 hours before the time fixed for the 2011 AGM or (ii) at the venue of the 2011 AGM before the AGM commences. The sending of a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the AGM if he finds that he is able to do so. Shareholders with securities accounts maintained with CDP will find, attached to the Invitation to the 2011 AGM, a Voting Instructions Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible and, in any event so as to arrive at CDP within 7 days before the time fixed for the 2011 AGM. 11. SGX-ST The SGX-ST takes no responsibility for the accuracy of any statements or opinions made in this Appendix.

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SCHEDULE 1 TO THE APPENDIX General Mandate for Interested Person Transactions We anticipate that we would, in the ordinary course of business, continue to enter into certain transactions with our interested persons, including but not limited to those categories of transactions described below. In view of the timesensitive nature of commercial transactions, it would be advantageous for us to obtain a shareholders’ mandate to enter into certain interested persons transactions in our ordinary course of business, provided that all such transactions are carried out on normal commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders. Chapter 9 of the Listing Manual allows a listed company to obtain a mandate from its shareholders for recurrent interested person transactions which are of a revenue or trading nature or for those necessary for its day-to-day operations. These transactions may not include the purchase or sale of assets, undertakings or businesses which are not part of our day-today operations. Pursuant to Rule 920(1) of the Listing Manual, a general mandate is subject to annual renewal. The information required by Rule 920(1)(b) is as follows: (a) the class of interested persons with which the Entity At Risk (as defined below) will be transacting; (b) the nature of the transactions contemplated under the mandate; (c) the rationale and benefit to the Entity At Risk; (d) the methods or procedures for determining transaction prices; (e) the independent financial advisor’s opinion on whether the methods or procedures in (d) above are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of our Company and our minority Shareholders (where applicable); (f) an opinion from our Audit Committee if it takes a different view to the independent financial advisor (where applicable); (g) a statement from us that we will obtain a new mandate from our Shareholders if the methods or procedures in (d) above become inappropriate; and (h) a statement that the interested person will abstain, and has undertaken to ensure that its associates will abstain, from voting on the resolution approving the transaction. The Shareholders’ Mandate, if renewed, will be effective until the next annual general meeting.

207

Entities At Risk For the purposes of the Shareholders’ Mandate, an “Entity At Risk” means: •

our Company;

•

a subsidiary of our Company that is not listed on the SGX-ST or an approved exchange; or

•

an associated company of our Company that is not listed on the SGX-ST or an approved exchange, provided that the Group or the Group and interested persons has control over the associated company.

Classes of Mandated Interested Persons The Shareholders’ Mandate will apply to our Group’s transactions with the list of interested persons as set out in the Schedule 2 to the Appendix – List of Our Interested Persons and Mandated Interested Persons (the “Mandated Interested Persons” and each a “Mandated Interested Person”). Transactions with Mandated Interested Persons which do not fall within the ambit of the Shareholders’ Mandate shall be subject to the relevant provisions of Chapter 9 of the Listing Manual. Mandated Transactions The transactions with interested persons which will be covered by the Shareholders’ Mandate (“Mandated Transactions”) relating to the provision to, or obtaining from, interested persons of products and services in the ordinary course of business of our Group or which are necessary for the day-to-day operations of our Group (but not in respect of the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations) are as follows: (a) purchases from interested persons of raw materials and packaging materials including new and used glass bottles, aluminium cans, molasses, herbs for the production of beer concentrate, cartons and caps; (b) obtaining from interested persons of insurance and insurance-related services; (c) purchases from interested persons of all kinds of consumer products, office and storage supplies including tissue paper and sugar for office use, scrap steel, malt bags and wooden pallets; (d) obtaining from interested persons of services, including procurement services, services relating to provision of accommodation, vehicles and facilities for the directors of the Company and/or subsidiaries, staff training, telecommunications and software licensing, marketing and advertising and management services and services for the manufacturing and distributorship of products; (e) obtaining from interested persons of leases or subleases of office space, warehouses, passenger cars and land; (f) provision to interested persons of services including procurement services, property improvement services, advertising and sales services and manufacturing services;

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(g) lease or sub-lease to interested persons of ofﬁce space, warehouses, passenger cars and land; (h) sale to interested persons of molasses and by-products including fertilizer, used bottles, and factory remnants such as aluminium and glass remnants and scrap paper; (i) sale to interested persons of our beer, spirits, water, soda and other products; and (j) provision or the obtaining of such other products and/or services which are incidental to or in connection with the provision or obtaining of products and/or services in sub-paragraphs (a) to (i) above. Review Procedures for Interested Person Transactions Our Audit Committee has oversight of all Interested Person Transactions undertaken by our Group including, the review and where required, approval of such transactions. For this purpose, our Board of Directors has appointed Mr. Ng Tat Pun, an independent non-executive Director and member of the Audit Committee, to lead the Audit Committee in its role in respect of Interested Person Transactions undertaken by our Group (the “Lead Independent Director for IPTs”). We have also established the following procedures to ensure that the Interested Person Transactions are undertaken on an arm’s length basis and on normal commercial terms. Review Procedures and Threshold Limits In general, there are procedures established by our Group to ensure that Interested Person Transactions, including the Mandated Transactions with the Mandated Interested Persons, are undertaken on an arm’s length basis and on normal commercial terms consistent with our Group’s usual business practices and policies, and on terms which are generally no more favorable to the interested persons than those extended to or obtained from unrelated third parties. In particular, the following review procedures have been implemented: (1) Procurement and purchase of goods and obtaining services (a) All procurement and purchases made by our Group of a recurring nature which are in the ordinary course of business of our Group or which are necessary for the day-to-day operations of our Group, including procurement and purchases which are Mandated Transactions with Mandated Interested Persons (such as the transactions referred to in paragraphs (a), (b), (c), (d) and (j) above under “General Mandate for Interested Person Transactions — Mandated Transactions”) will be governed by internal control procedures, which detail matters such as the constitution of internal approving authorities, their approval limits, the number of vendors (minimum of two) who provide us quotes, and the review procedures. The guiding principle is to objectively obtain the best goods and/ or services on the best terms through competitive quotations, if appropriate. In determining whether the price and terms offered by interested persons are fair and reasonable, factors such as, but not limited to, delivery schedules, speciﬁcation compliance, track record, experience and expertise, preferential rates, discounts or rebates offered for bulk purchases, will be taken into consideration.

In addition, each interested person

transaction entered into by our Group will be monitored as an individual transaction and based on the value of the transaction, will require the prior approval of the corresponding approving authority who is a Director or management employee of the Group (not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation to the transactions (the “Relevant Approving Authority”) as follows:

209

Approval Limits

Relevant Approving Authority

Interested person transaction not exceeding Baht 500,000 in value

A deputy managing director or ofﬁcer of equivalent rank

Interested person transaction above Baht 500,000 but not exceeding Baht 5 million in value

A managing director or ofﬁcer of equivalent rank

Interested person transaction above Baht 5 million but not exceeding Baht 10 million in value

A vice-chairman or ofﬁcer of equivalent rank

Interested person transaction above Baht 10 million but not exceeding Baht 20 million in value

A chairman

Interested person transaction above Baht 20 million but not exceeding 3% of the latest audited net tangible assets of the Group in value

Any two vice-chairmen and/or chairmen or ofﬁcers of equivalent rank

Interested person transaction above 3% of the latest audited net tangible assets of the Group in value

Any two Audit Committee members, one of whom must be the Lead Independent Director for IPTs

In relation to paragraph (j) above under “General Mandate for Interested Person Transactions — Mandated Transactions”, the Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve that the proposed transaction is one which is incidental to or in connection with the provision or obtaining of products and/or services in sub-paragraphs (a), (b), (c) and (d) above under “General Mandate for Interested Person Transactions — Mandated Transactions.” (b)

In the event that we cannot obtain competitive quotations (for instance, if there are no unrelated third party vendors of similar products and services (taking into account quantum, speciﬁcations and delivery schedules among others), or if the product is proprietary in nature), based on the value of the proposed interested person transaction, the corresponding Relevant Approving Authority as set out above (not being an interested person or his associate) and who does not have any interests, direct or indirect, in relation to the transaction, will determine whether the price and terms offered by the interested person are fair and reasonable.

(c)

Purchases under the prevailing terms of the Glass Bottle Purchase Agreement dated December 23, 2009 entered into between Thai Beverage Recycle Co., Ltd. (former name was Bang-Na Logistic Co., Ltd.) and Berli Jucker Public Company Limited (the “Glass Bottle Purchase Agreement”) will be covered under the Shareholders’ Mandate, provided that any amendment to the material provisions of the Glass Bottle Purchase Agreement, including any adjustment authorized by the agreement to the purchase price for glass bottles pursuant to and any renewal or extension of tenure of the Glass Bottle Purchase Agreement, requires the approval of our Board of Directors and the Audit Committee.

(2) Other Interested Person Transactions of a recurring nature (a) We intend to conduct other interested person transactions not covered by paragraph (1) above which are of a recurring nature and that occur in the ordinary course of business of our Group. These transactions are necessary for the day-to-day operations of our Group and include the sale of products and provisions of services to interested persons and lease or sub-lease of property to or from interested persons and the Mandated Transactions with

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Mandated Interested Persons referred to in paragraphs (e), (f), (g), (h), (i) and (j) under “General Mandate for Interested Person Transactions — Mandated Transactions” above. We intend to conduct these transactions at the prevailing market rates or prices of the product or service to be provided, and at prevailing market rentals for leases and sub-leases of property, on terms no more favorable to the interested person than the usual commercial terms extended to or, where applicable, by unrelated third parties (including, where applicable, preferential rates, discounts to favored customers or for bulk purchases) or otherwise in accordance with applicable industry norms, provided that: (i) in relation to the sale of products and provision of services which are not contemporaneously in time as the proposed interested person transaction being sold or provided to an unrelated third party, quotes from at least two other suppliers who are unrelated third parties not being the relevant interested person or his associates of similar products or services will be obtained; and (ii) in relation to the lease or sub-lease of property, we are required to obtain enquiries with at least two landlords and/or tenants who are unrelated third parties not being the relevant interested person or his associates of similarly sized and located properties put to similar use. In addition, each Interested Person Transaction entered into by our Group will be monitored as an individual transaction and based on the value of the transaction, will require the prior approval of the corresponding Relevant Approving Authority who is a Director or management employee of the Group (not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation to the transactions as follows:

Approval Limits

Relevant Approving Authority

Interested person transaction not exceeding Baht 200,000 in value

A deputy managing director or ofﬁcer of equivalent rank

Interested person transaction above Baht 200,000 but not exceeding Baht 500,000 in value

A managing director or ofﬁcer of equivalent rank

Interested person transaction above Baht 500,000 but not exceeding Baht 5 million in value

A vice chairman or ofﬁcer of equivalent rank

Interested person transaction above Baht 5 million but not exceeding 3% of the latest audited net tangible assets of the Group in value

A chairman

Interested person transaction above 3% of the latest audited net tangible assets of the Group in value

Any two Audit Committee members, one of whom must be the Lead Independent Director for IPTs

In relation to paragraph (j) above under “General Mandate for Interested Person Transactions — Mandated Transactions”, the Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve that the proposed transaction is one which is incidental to or in connection with the provision or obtaining of products and/or services in sub-paragraphs (e), (f), (g), (h) and (i) above under “General Mandate for Interested Person Transactions — Mandated Transactions.”

211

(b) Where the prevailing market rates or prices are not available, whether due to the nature of products to be sold or services to be provided, the unavailability or impracticality of obtaining quotes from third party sources or otherwise, our Group’s pricing for these products and services will be determined in accordance with the Group’s usual business practices and pricing policies, consistent with the usual margin our Group will obtain for the same or substantially similar type of transaction with unrelated third parties. In determining the transaction price payable by Mandated Interested Persons for these products or services, factors such as, but not limited to, quantity, volume, consumption, customer requirements, speciﬁcations, duration of contract and strategic purposes of the transaction will be taken into account. In relation to leases and sub-leases of property, where prevailing market rentals are not available, whether due to the unavailability or impracticality of obtaining rental comparisons or otherwise, rental will be determined according to the Group’s usual business practices and policies. In addition, based on the value of the proposed interested person transaction, the corresponding Relevant Approving Authority as set out in paragraph (a) above (not being an interested person or his associate) and who does not have any interests, direct or indirect, in relation to the transaction, will determine whether the price and terms offered by the interested person are fair and reasonable. (3) Non-recurring interested person transactions We may from time to time also conduct interested person transactions not covered by paragraphs (1) and (2) above and which do not form part of the Shareholders’ Mandate. These transactions are not of a recurring nature or occur outside the ordinary course of business of our Group or which may not be necessary for the day-to-day operations of our Group and include the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations. We intend to conduct such transactions in accordance with the SGX-ST Listing Manual, including the threshold, approval and other requirements under paragraphs 905 and 906 of the SGX-ST Listing Manual. In addition, we will monitor each transaction on an individual basis, and each transaction will require the prior approval of the corresponding Relevant Approving Authority below who is a Director or management employee of the Group (not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation to the transaction. The Relevant Approving Authority will also review the transaction to ensure that they are carried out on normal commercial terms and not prejudicial to the interests of our Company and minority Shareholders:

Approval Limits

Relevant Approving Authority

Interested person transaction not exceeding Baht 200,000 in value

A deputy managing director or ofﬁcer of equivalent rank

Interested person transaction above Baht 200,000 but not exceeding Baht 500,000 in value

A managing director or ofﬁcer of equivalent rank

Interested person transaction above Baht 500,000 but not exceeding Baht 5 million in value

A vice chairman or ofﬁcer of equivalent rank

Interested person transaction above Baht 5 million but not exceeding 3% of the latest audited net tangible assets of the Group in value

A chairman

Interested person transaction above 3% of the latest audited net tangible assets of the Group in value

Any two Audit Committee members, one of whom must be the Lead Independent Director for IPTs

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In the event that these interested person transactions require the approval of our Shareholders, additional information may be required to be presented to Shareholders and an independent financial adviser may be appointed for an opinion. Other Review Procedures Our Audit Committee led by the Lead Independent Director for IPTs will also review all interested person transactions including, Mandated Transactions to ensure that the prevailing rules and regulations of the SGX-ST (in particular, Chapter 9 of the Listing Manual) are complied with. Our Group has also implemented the following procedures for the identification of interested person transactions (including Mandated Transactions) and interested persons (including Mandated Interested Persons) and the recording of all our interested person transactions: (a) our Group Chief Financial Officer will maintain a register of all transactions carried out with interested persons, including the Mandated Interested Persons (and the basis, including the quotations obtained to support such basis, on which these transactions are entered into), whether mandated or non-mandated; and (b) on a quarterly basis, our Group Chief Financial Officer will submit a report to our Audit Committee of all recorded interested person transactions, and the basis of all recorded interested person transactions, entered into by our Group. Our Company’s annual internal audit plan will incorporate a review of all interested person transactions, including the established review procedures for the monitoring of the interested person transactions including Mandated Transactions, entered into or existing interested person transactions that are renewed or revised during the current financial year, pursuant to the Shareholders’ Mandate. In addition, our Audit Committee led by the Lead Independent Director for IPTs will review, on a quarterly basis, internal controls and review procedures for interested person transactions to determine if they are adequate and/or commercially practicable in ensuring that the transactions between our Group and interested persons are conducted on normal commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders. In conjunction with this review, our Audit Committee will also ascertain whether we have complied with the established review procedures. Further, if during these periodic reviews by our Audit Committee, our Audit Committee is of the view that the internal controls and review procedures for interested person transactions are inappropriate or not sufficient to ensure that the interested person transactions will be on normal commercial terms and not prejudicial to the interests of our Company and our minority Shareholders, our Audit Committee will (pursuant to Rule 920(1)(b)(iv) and (vii) of the Listing Manual) revert to our Shareholders for a new Shareholders’ Mandate based on new internal controls and review procedures for transactions with the Mandated Interested Persons. During the period prior to obtaining a new mandate from Shareholders, all transactions with interested persons will be subject to prior review and approval by the Audit Committee. For the purposes of the above review of the internal controls and review procedures, any member of our Audit Committee who is not considered independent will abstain from participating in the Audit Committee’s review of the internal controls and review procedures. Our Audit Committee will have overall responsibility for determining the review procedures with the authority to delegate to individuals or committees within our Group as they deem appropriate.

213

SCHEDULE 2 TO THE APPENDIX List of our Mandated Interested Persons

1. TCC Holding Co., Ltd.

23. Pisetkij Co., Ltd.

2. Bang-Na Glass Co., Ltd.

24. Plaza Athenee Hotel (Thailand) Co., Ltd.

3. Berli Jucker Cellox Co., Ltd.

25. Queenâ&#x20AC;&#x2122;s Park Hotel Co., Ltd.

4. BJC Industrial and Trading Company Limited

(1)

26. Regent Gold Property Fund

5. Berli Jucker Foods Co., Ltd.

27. Siam Realty Co., Ltd.

6. Berli Jucker Logistics Co., Ltd.

28. Southeast Capital Co., Ltd.

7. Berli Jucker Public Company Limited

29. The Southeast Insurance Co., Ltd.

8. Berli Jucker Specialties Co., Ltd.

30. The Southeast Life Insurance Co., Ltd.

9. BJC Marketing Co., Ltd.

31. The Suphanburi Sugar Industry Co., Ltd.

10. BJC Healthcare Co., Ltd.

(2)

32. T.C.C. Service Apartment Co., Ltd.

11. Chalitlarp Co., Ltd. 12. Permkha Commercial Co., Ltd.

33. Terragro Co., Ltd. (3)

(4)

(5)

(6)

34. T.C.C. Capital Co., Ltd.

13. Golden Wealth Co., Ltd.

35. T.C.C. Commercial Property Management Co., Ltd.

14. Indara Insurance Public Company Limited

36. T.C.C. Technology Co., Ltd.

15. Lake View Golf and Yacht Club Co., Ltd.

37. Thai Beverage Can Co., Ltd.

16. Lake View Land Co., Ltd.

38. The Chonburi Sugar Corporation Limited

17. Mae Ping Hotel (1988) Co., Ltd.

39. Thai Glass Industries Public Company Limited

18. N.C.C. Management and Development Co., Ltd.

40. The Maewang Sugar Industry Co., Ltd.

19. New Noble Property and Loan Fund

41. The New Imperial Hotel Public Company Limited

20. Nongkhai Country Golf Club Co., Ltd.

42. The Uttaradit Sugar Industry Co., Ltd.

21. North Park Golf and Sports Club Co., Ltd.

43. Plantheon Trading Co., Ltd.

22. PS Recycle Co., Ltd.

44. Thai Alcohol Public Company Limited

Note (1) Its (2) Its (3) Its (4) Its (5) Its (6) Its

former former former former former former

name name name name name name

was was was was was was

BJC Engineering Co., Ltd. BJC Trading Co., Ltd. Dhipaya Sugar (1999) Co., Ltd. The Southeast Insurance (2000) Co., Ltd. Tara Hotel Co., Ltd. T.C.C. Agro Co., Ltd.

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ANNOUNCEMENTS TO SGX IN 2010

Compliance with Singapore Exchange Regulations and Best Practices The Company recognizes the importance of the transparency of information disclosure. In 2010, the Company made 98 announcements via SGX-NET categorized as follows: 1. 4 announcements of quarterly and full year ﬁnancial statements. 2. 56 notices of substantial shareholders’ and directors’ interests and changes in interest. When the Company Secretary was informed of the changes in interest of any director(s), the Company Secretary also reported such information to other directors. 3. 4 announcements/reports involving with occupying the positions of Directors and Executives of Thai Beverage Public Company Limited: 3.1 Report of persons occupying a managerial position who are related to a director, CEO, or substantial shareholder. 3.2 Appointment of Mr. Sawat Sopa as Director in April 2010. 3.3 Appointment of Mr. Polapatr Suvarnazorn as Senior Vice President – General Affairs in May 2010. 3.4 Appointment of Mr. Marut Buranasetkul as Senior Vice President – Corporate Services in May 2010. 4. 4 announcements of acquisitions and realizations of assets of other companies resulting from acquisitions by Company’s subsidiary; which is, Beer Chang International Limited acquired by International Beverage Holdings Limited, and from the incorporation of wholly owned subsidiaries which are Super Brands Company Pte Ltd. in Singapore and Thai Beverage Training Co., Ltd. in Thailand, as well as the disposal of 0.67% of the issued and paid-up shares of Oishi Group Public Company Limited. 5. 30 miscellaneous announcements to either conform with the regulations of the SGX or to give information to investors, involving the details of the capital increases of the Company’s subsidiaries, the change of address of Singapore share transfer agent, a summary of business performance results for each quarter for investors, clariﬁcations of news and report about the Company, and disclosure of connected transactions among interested persons.

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GENERAL CORPORATE INFORMATION (Based on the Organization Structure)

Business Contact Company Name

Address

Remark Telephone

Thai Beverage Public Company Limited

Fax

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2328

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2584

349 Moo 2, Tambon Mae Lad Amphoe Klong Klung Kamphaeng Phet 62120

(055) 728 400-15

(055) 728 416

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2584

68 Moo 2, Tambon Namtoa Amphoe Bangban Phra Nakhon Si Ayutthaya 13250

(035) 289 333-45

(035) 289 371

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2584

77 Moo 1, Phaholyothin Road KM. 54 Tambon Lamsai, Amphoe Wangnoi Phra Nakhon Si Ayutthaya 13170

(035) 362 175-8

(035) 362 179

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2584

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321 Ext. 4128

(02) 278 4381

49 Moo 4, Tambon Hormkret Amphoe Sampran, Nakhon Pathom 73110

(034) 321 778-9

(034) 321 777

Factory 1

37/3 Moo 7, Tambon Wangkhanai Amphoe Thamuang, Kanchanaburi 71110

(034) 611 053

(034) 611 778

Factory 2

Factory

Brewery Group 1.

Beer Thai (1991) Public Company Limited

Beer Thip Brewery (1991) Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

Vidhayathan Co., Ltd.

Factory

Distillery Group 1.

Sangsom Co., Ltd.

Fuengfuanant Co., Ltd.

333 Moo 1, Tambon Tha Toom Amphoe Si Maha Phot Prachin Buri 25140

(037) 285 016-20

(037) 285 237

Mongkolsamai Co., Ltd.

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321 Ext. 4120

(02) 278 4381

149 Moo 5, WangseesoobNgew-Ngam Road, Tambon Phajuk Amphoe Muang Uttaradit Uttaradit 53000

(055) 449 126-30

(055) 449 131

Factory

315 Moo 4, Tambon Mae Faek Amphoe San Sai, Chiang Mai 50290

(053) 849 550-4

(053) 849 555

Factory

Thanapakdi Co., Ltd.

Annual Report 2010 | Thai Beverage Public Company Limited

216

Business Contact Company Name

Address

Remark Telephone

Kanchanasingkorn Co., Ltd.

Sura Piset Thipharat Co., Ltd.

Fax

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321 Ext. 4115

(02) 278 4381

50 Moo 7, Tambon Wangkhanai Amphoe Thamuang, Kanchanaburi 71110

(034) 611 783-5

(034) 611 786

14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321 Ext. 4114

(02) 278 4381

488 Moo 1, Tambon Wangdong Amphoe Muang Kanchanaburi Kanchanaburi 71190

(034) 527 100

(034) 527 111

Factory

Sura Bangyikhan Co., Ltd.

82 Moo 3, Tambon Bang Ku Wat Amphoe Muang Pathum Thani Pathum Thani 12000

(02) 598 2850-9

(02) 598 2858

Mekhong Distillery Limited

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

Athimart Co., Ltd.

170 Moo 11, Tambon Nikhom Amphoe Satuek, Buri Rum 31150

(044) 681 224, 012 (044) 681 223 (044) 627 203

Factory

10. S.S. Karnsura Co., Ltd.

101 Moo 8, Tambon Kaeng Dom Amphoe Sawang Wirawong Ubon Ratchathani 34190

(045) 426 532-5

(045) 426 537

Factory

11. Kankwan Co., Ltd.

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

309 Moo 6, Nampong-Kranuan Road Tambon Nampong, Amphoe Nampong Khon Kaen 40310

(043) 441 013-5

(043) 441 017 (043) 441 438

Factory

12. Theparunothai Co., Ltd.

99 Moo 4, Tambon Hat Kham Amphoe Muang Nong Khai Nong Khai 43000

(042) 449 711-13 (042) 449 715

(042) 449 714

Factory

13. Red Bull Distillery (1988) Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

8 Moo 5, Setthakit 1 Road Tambon Nadee Amphoe Muang Samut Sakhon Samut Sakhon 74000

(034) 830 213-6

14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

54 Moo 2, Sukhaphibal Road Tambon Nakhon Chai Si Amphoe Nakhon Chai Si Nakhon Pathom 73120

(034) 331 954 (034) 227 754-7

(034) 331 955

Factory

15. Simathurakij Co., Ltd.

1 Moo 6, Tambon Ban Daen Amphoe Banphot Phisai Nakhon Sawan 60180

(056) 279 088-9

(056) 350 660

Factory

16. Nateechai Co., Ltd.

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

1 Moo 2, Highway No. 41 Road Tambon Tharongchang, Amphoe Punpin Surat Thani 84130

(077) 357 170-3

(077) 357 174

14. United Winery and Distillery Co., Ltd.

Factory

217

Business Contact Company Name

Address

Remark Telephone

Fax

17. Luckchai Liquor Trading Co., Ltd.

46 Moo 1, Tambon Nong Klang Na Amphoe Muang Ratchaburi Ratchaburi 70000

(032) 741 761-2

(032) 741 763

18. Sura Piset Pattharalanna Co., Ltd.

14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

19. United Products Company Limited

56 Sukhaphibal Road Tambon Nakhon Chai Si Amphoe Nakhon Chai Si Nakhon Pathom 73120

(034) 331 157

(034) 331 787

Sales Group Beer Group 1.

Pomthip Co., Ltd.

40/53 Moo 3 Talad Bangkhen Sub-District Laksi District, Bangkok 10210

(02) 521 8395-7

(02) 973 4658

Pomkit Co., Ltd.

48, 50, 52 Suranaree Road Tambon Nai Muang Amphoe Muang Nakhon Ratchasima Nakhon Ratchasima 30000

(044) 242 496

(044) 241 747

Pomklung Co., Ltd.

22/1 Soi 2 (Paprao), Paprao Road Tambon Padad Amphoe Muang Chiang Mai Chiang Mai 50100

(053) 275 211

(053) 275 211 Ext. 212

Pomchok Co., Ltd.

16/1 Moo 1, U Thong Road Tambon Tha Wasukri Amphoe Phra Nakhon Si Ayutthaya Phra Nakhon Si Ayutthaya 13000

(035) 241 032

(035) 241 032 Ext. 211

Pomcharoen Co., Ltd.

135/3 Moo 4, Kanchanavithi Road Tambon Bang Kung Amphoe Muang Surat Thani Surat Thani 84000

(077) 224 771-3

(077) 224 774-5

Pomburapa Co., Ltd.

51/42 Moo 3, Sukhumvit Road Tambon Ban Suan Amphoe Muang Chon Buri Chon Buri 20000

(038) 287 268

(038) 272 525

Pompalang Co., Ltd.

439 Moo 11, Tambon Muang Kao Amphoe Muang Khon Kaen Khon Kaen 40000

(043) 224 222-4

(043) 340 438

Pomnakorn Co., Ltd.

85/35, 85/36 Petchakasem Road Tambon Na-Muang Amphoe Muang Ratchaburi Ratchaburi 70000

(032) 312 772-4

(032) 312 770-1

Liquor Marketing Group 1.

Num Yuk Co., Ltd.

40/53 Moo 3 Talad Bangkhen Sub-District Laksi District, Bangkok 10210

(02) 521 8395-7

(02) 973 4658

Num Kijjakarn Co., Ltd.

1, 3, 5 Trok Wat Muang, Suranaree Road Tambon Nai Muang Amphoe Muang Nakhon Ratchasima Nakhon Ratchasima 30000

(044) 242 496

(044) 241 747

Num Palang Co., Ltd.

22/1 Soi 2 (Paprao), Paprao Road Tambon Padad Amphoe Muang Chiang Mai Chiang Mai 50100

(053) 275 211

(053) 275 211 Ext. 212

Factory

Annual Report 2010 | Thai Beverage Public Company Limited

218

Business Contact Company Name

Address

Remark Telephone

Fax

Num Muang Co., Ltd.

16/2 Moo 1, U Thong Road Tambon Tha Wasukri Amphoe Phra Nakhon Si Ayutthaya Phra Nakhon Si Ayutthaya 13000

(035) 242 691

(035) 241 032

Num Nakorn Co., Ltd.

149/3 Chulachomklao Road Tambon Tha Kham, Amphoe Phun Phin Surat Thani 84130

(077) 224 771-4

(077) 224 775

Num Thurakij Co., Ltd.

51/40-41 Moo 3, Sukhumvit Road Tambon Ban Suan Amphoe Muang Chon Buri Chon Buri 20000

(038) 287 268-9

(038) 272 525

Numrungrod Co., Ltd.

439 Moo 11, Tambon Muang Kao Amphoe Muang Khon Kaen Khon Kaen 40000

(043) 224 222-4

(043) 220 222

Numthip Co., Ltd.

85/33, 85/34 Petchakasem Road Tambon Na-Muang Amphoe Muang Ratchaburi Ratchaburi 70000

(032) 312 772-4

(032) 312 770-1

Sole Agent Group 1.

Thipchalothorn Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2584

Krittayabun Co., Ltd.

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2584

Surathip Co., Ltd.

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2584

Sunthornpirom Co., Ltd.

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2584

Piromsurang Co., Ltd.

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2584

Marketing Group 1.

Thai Beverage Marketing Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 127 5925

Chang International Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 127 5925

Dormant

Chang Corp Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 127 5925

Dormant

Dhospaak Co., Ltd.

1 East Water Building, 20th Floor Soi Vibhavadi-Rangsit 5 Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 127 5980

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7125

Business Development Group (Supply Chain Group) 1.

Thai Beverage Energy Co., Ltd.

219

Business Contact Company Name

Address

Remark Telephone

Fax

Thai Molasses Co., Ltd.

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7148

Feed Addition Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7165

Pan International (Thailand) Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7320-2

Charun Business 52 Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7131-4

(02) 785 7125

Thai Cooperage Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2584

Thai Beverage Recycle Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7031

(02) 785 7085

Thai Beverage Logistics Co., Ltd.

1 East Water Building Soi Vibhavadi-Rangsit 5 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 127 5975

Dhanasindhi Co., Ltd.

14 Soi Yasoop 1, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7185

Non-Alcohol Beverage Business and Food Business Group 1.

Wrangyer Beverage (2008) Co., Ltd.

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7025

Thai Drinks Co., Ltd.

14 Sangsom Building Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7025

Oishi Group Public Company Limited

9 UM Tower Building, 20th Floor Ramkhamhaeng Road Suan Luang Sub-District Suan Luang District, Bangkok 10250

(02) 717 2244

(02) 717 3920

Oishi Trading Co., Ltd.

9 Ramkhamhaeng Road Suan Luang Sub-District Suan Luang District, Bangkok 10250

(02) 717 4773 - 4

(02) 717 4775

Oishi Ramen Co., Ltd.

444 1st Floor, Room No. 1 A 08-09 Phaya Thai Road, Wangmai Sub-District Pathumwan District, Bangkok 10330

(02) 611 8143-4

(02) 611 8144

SPM Foods and Beverages Company Limited

79 Moo 3, Tambon Lamlookbua Amphoe Dontoom, Nakhon Pathom 73150

(034) 993 355

(034) 993 354

Trademark Group 1.

Thai Beverage Brands Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2584

Archa Beer Co., Ltd.

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2584

Factory

Annual Report 2010 | Thai Beverage Public Company Limited

220

Business Contact Company Name

Address

Remark Telephone

Fax

Beer Chang Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2584

Chang Beer International Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

(02) 272 2584

Dormant

Others 1.

Thai Beverage Training Co., Ltd.*

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 127 5555

Thai Thum Distillery Co., Ltd.

14 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

Dormant

Sura Piset Sahasan Co., Ltd.

14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

Dormant

Sura Piset Samphan Co., Ltd.

14 Sangsom Building, Soi Yasoob 1 Vibhavadi Rangsit Road Chomphon Sub-District Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

Dormant

Incorporated on January 26, 2010

Overseas Group* 1.

International Beverage Holdings Limited

Room 901-2, Silvercord Tower 1 30 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

(852) 2375 6648

(852) 2375 6188

InterBev (Singapore) Limited

No. 138 Cecil Street # 05-02 Cecil Court Singapore 069538

(65) 6435 2880

(65) 6536 9930

InterBev (Cambodia) Co., Ltd.

No. 35, Street 322 Sangkat Boeung Keng Kang 1 Khan Chamkamon, Phnom Penh Cambodia

(855) (23) 727 424

InterBev Malaysia Sdn. Bhd.

No. 9-1, Jalan USJ 1/1B Regalia Business Centre 47620 Subang Jaya, Selangor, Malaysia

Suite 6.01, 6th Floor, Plaza See Hoy Chan Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia

Best Spirits Company Limited

Room 901-2, Silvercord Tower 1 30 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

(852) 2375 6648

(852) 2375 6188

International Beverage Holdings (UK) Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 779001

International Beverage Holdings (China) Limited

Room 901-2, Silvercord Tower 1 30 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong

(852) 2375 6648

(852) 2375 6188

Super Brands Company Pte. Ltd.**

No. 138 Cecil Street # 05-02 Cecil Court Singapore 069538

(65) 6435 2880

(65) 6536 9930

Beer Chang International Limited***

No. 138 Cecil Street # 05-02 Cecil Court Singapore 069538

(65) 6435 2880

(65) 6536 9930

221

Business Contact Company Name

Address

Remark Telephone

Fax

10. International Beverage Holdings Limited USA, Inc.

275 Madison Avenue, Suite 1718 New York, NY 10016

(1) 646 896 3800

(1) 646 896 3801

11. Blairmhor Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

12. Inver House Distillers Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

13. InterBev Trading (China) Limited

Room 01-03 Level 1 No. 63 Kunluo Road, Shuangjiang Zheng Ershan County, Yuxi, Yunnan China 650011

(89) 8774 010319

(86) 8774 010319

14. Yunnan Yulinquan Liquor Co., Ltd.

Yunlin Village, Shuangjiang Town Eshan County, Yuxi City, Yunnan, China

(86) 8774 022068

(86) 8774 022199

15. Blairmhor Distillers Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

16. Wee Beastie Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

17. Moffat & Towers Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

18. Glen Calder Blenders Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

19. Hankey Bannister & Company Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

20. R Carmichael & Sons Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

21. J MacArthur Jr & Company Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

22. Mason & Summers Limited

10 Foster Lane, London, EC2V 6HH England

(44) 1236 769377

(44) 1236 769781

Dormant

23. James Catto & Company Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

24. The Knockdhu Distillery Company Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

25. Speyburn-Glenlivet Distillery Company Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

26. The Pulteney Distillery Company Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

27. The Balblair Distillery Company Limited

Moffat Distillery, Airdrie, ML6 8PL Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

28. Liquorland Limited

8 Westbank Road, Belfast, BT3 9JL Northern Ireland

(44) 289 077 3990

(44) 289 037 0566

29. Inver House Polska Limited

ul. Obodrzyc贸w 34 A/1, 81-812 Sopot Poland

(48) 585 502 111

30. Inver House Distribution SA

Avenue des Tilleuls, 62140 Marconne France

(33) 2 181 6170

(33) 2 181 1321

International Beverage Trading Limited was incorporated on January 5, 2011. It is located at XL House, One Bermudiana Road Hamilton HM II, Bermuda, Telephone No. : Phone (1) 441 292 7337, Fax No. (1) 441 295 5655 ** Incorporated in Singapore on April 14, 2010. *** International Beverage Holdings Limited acquired 100% shares of this company in Singapore on September 17, 2010.

NonTrading

Dormant

Annual Report 2010 | Thai Beverage Public Company Limited

Legal Advisor Weerawong, Chinnavat & Peangpanor Ltd. 22nd ﬂoor, Mercury Tower 540 Ploenchit Road Lumpini, Pathumwan Bangkok 10330

Compliance Advisor Allen & Overy LLP 24 Rafﬂes Place #22-00 Clifford Centre Singapore 048621

Certiﬁed Public Accountant Ms. Nittaya Chetchotiros (CPA No. 4439) or Ms. Bongkot Amsageam (CPA No. 3684) or Mr. Santi Pongjareanpit (CPA No. 4623) of KPMG Phoomchai Audit Ltd. has been appointed as Company Auditor on April 29, 2010.

222