Beruflich Dokumente
Kultur Dokumente
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
| Investor Information
| Financial Highlights
| Message from the Chairman
| CEO Talk
| Shareholding Structure
| Report of the Board of Directors
| Board of Directors
| Executive Committee & Management Committee
| Prole of Directors & Key Management
| Organization Structure
| Product Portfolio
| Operating and Financial Review
| Thai Beverage Logistics
| Thai Beverage Energy
| Our People Our Success
| Credit Rating Announcement
| Awards
| Corporate Governance Report
| Corporate Social Responsibility (CSR) Report
| Audit Committee Report
| Audit Report of Certied Public Accountant
| Financial Statements
| Interested Persons Transactions Report
| Announcements to SGX in 2010
| General Corporate Information
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 nancial 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 benecial contributions to the society.
ThaiBevs 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 humans
quality of life.
Green, is not only our companys 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
tbev.si
Bloomberg
thbev sp
Google Finance
SIN:Y92
ThaiBev Close
STI Rebased
SET Rebased
Price (S$)
0.4
0.35
IPO date
0.3
0.25
0.2
S$ 0.28
0.15
0.1
December 31
0.05
External Auditor
KPMG Phoomchai Audit Ltd.
2010
Dividend Policy
not less than 50% of net prot
after deducting all appropriated
Share price *
2010 High S$ 0.30
2010 Low S$ 0.245
* data from January 4, 2010
350
300
250
200
150
100
50
2010
Jan
Feb
Mar
Apr
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
$XJ
Sep
Oct
1RY
0
Dec
FINANCIAL HIGHLIGHTS
Annual Report 2010
Thai Beverage Public Company Limited
Restated*
2010
2009
121,361
107,969
Total revenues
121,735
108,258
Cost of sales
88,097
76,610
Gross prot
33,264
31,359
Operating prot
14,690
15,264
EBIT
15,064
15,553
Net prot
10,721
10,643
4,492
4,356
19,556
19,909
Current assets
35,190
33,492
Non-current assets
42,112
43,658
Total assets
77,302
77,150
Current liabilities
18,370
18,090
704
2,616
Total liabilities
19,074
20,706
Shareholders equity
58,228
56,444
77,302
77,150
Non-current liabilities
Liquidity Ratio
Current Ratio
times
1.91
1.85
Quick Ratio
times
0.44
0.40
days
5.97
6.03
days
110.50
133.22
days
14.29
15.55
Cash Cycle
days
102.18
123.70
Restated*
2010
2009
Protability Ratio
Gross Prot Margin
27.41
29.04
EBITDA Margin
16.11
18.44
EBIT Margin
12.41
14.41
103.56
115.44
8.83
9.86
Return on Equity
18.70
19.27
Return on Assets
13.88
13.54
28.90
27.53
times
1.57
1.37
times
0.33
0.37
times
0.16
0.21
times
0.48
0.60
times
75.59
36.29
83.33
78.57
Efciency Ratios
Leverage Ratios
* Restated with fair value of acquiree net assets from the acquisition in late 2009 per valuation report from independent nancial advisor.
Sales of Baht
121.4
Billion in 2010
IURP1RQ$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
93
2009
2009
White 346
Chang
Brown 141
Other
Million liters
484
87
Dear Shareholders
2010 was considered a least favorable year for the Thai business community. Despite long-drawn-out
demonstrations with violent outcome, the nations 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 Groups net prot 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 boards 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 prot 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 companys 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 ThaiBevs businesses and our long-term vision.
Charoen Sirivadhanabhakdi
Chairman of the Board
10
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 uctuation as well as
the severe oods nationwide. Thailands 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 prot was
Baht 33,264 million, an increase of 6.1%. Net prot was
Baht 10,721 million, an increase of 0.7%. Groups sales
across ThaiBevs 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
11
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
12
13
STRATEGY
GOOD GOVERNANCE
ACCEPTANCE
14
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.
15
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.
16
17
STANDARD
INTERNATIONAL
18
SUCCESS
ACHIEVEMENT
Prime Minister
Industry Award
2009, 2010
19
Australias A.I.B.A.
Gold medal in
1998, 2007
20
LOCAL
21
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 efciency enhancement of technology, human resources and sales and marketing system.
From where we stand, the business horizon simply records how far we have ourished 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
SHANGHAI
LONDON
23
22
SHAREHOLDING STRUCTURE
As at December 31, 2010
100%
Distillery Group
100%
100%
Brewery Group
100%
100%
Beer Group
100%
100%
100%
100%
Marketing Group
100%
Overseas Group
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
(D) (N)
(D) (N)
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Blairmhor Limited
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
99.99%
100%
Non-Alcohol Beverage
and Food Business Group
89.26%
99.83%
5.98%
100%
100%
100%
100%
100%
100%
(N)
40%
(D) (N)
58.63%
100%
93.50%
Speyburn-Glenlivet Distillery
Company Limited (D) (N)
100%
100%
100%
99.72%
100%
(N)
18.55%
41.45%
33.83%
(N)
49.49%
Liquorland Limited
44%
100%
50.02%
100%
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%
100%
100%
(N)
(D) (N)
(D) (N)
(D) (N)
100%
100%
100%
100%
100%
100%
100%
(ii)
(iii)
(D) (N)
(D) (N)
(D) (N)
(D) (N)
(D) (N)
(D) (N)
24
Company / Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares
Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
1.
Common
Beer brewery
and production
of drinking water
and soda water
5,550,000,000.00
555,000,000
555,000,000
100.00%
2.
Common
Beer brewery
and production
of drinking water
and soda water
6,600,000,000.00
660,000,000
660,000,000
100.00%
3.
Spirits distillery
Common
7,500,000,000.00
750,000,000
750,000,000
100.00%
4.
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
90,000,000
100.00%
5.
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100.00%
6.
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100.00%
7.
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100.00%
8.
Spirits distillery
Common
4,000,000,000.00
400,000,000
400,000,000
100.00%
9.
Spirits distillery
Common
900,000,000.00
90,000,000
90,000,000
100.00%
10.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100.00%
11.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100.00%
12.
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100.00%
13.
Spirits distillery
Common
5,000,000,000.00
500,000,000
500,000,000
100.00%
Remark
25
Company / Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares
Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
14.
Spirits distillery
Common
1,800,000,000.00
180,000,000
180,000,000
100.00%
15.
Spirits distillery
Common
900,000,000.00
90,000,000
90,000,000
100.00%
16.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100.00%
17.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100.00%
18.
Spirits distillery
Common
1,000,000,000.00
10,000,000
10,000,000
100.00%
19.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
20.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
21.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
22.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
23.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
24.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
Remark
Company / Location
Type of
Business
26
Type of
Share
Paid-up Capital
(Baht)
Shares
Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
25.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
26.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
27.
Spirits
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
28.
Spirits
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
29.
Common
10,000,000.00
1,000,000
1,000,000
100.00%
30.
Spirits
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
31.
Spirits
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
32.
Spirits
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
33.
Spirits
distributor
Common
10,000,000.00
100,000
100,000
100.00%
34.
Spirits
distributor
Common
10,000,000.00
100,000
100,000
100.00%
35.
1,000,000.00
100,000
100,000
100.00%
36.
5,000,000.00
500,000
500,000
100.00%
37.
1,200,000.00
120,000
120,000
100.00%
Remark
27
Company / Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares
Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
38.
5,000,000.00
500,000
500,000
100.00%
39.
5,000,000.00
500,000
500,000
100.00%
40.
Trading of
bio gas
Common
860,000,000.00
8,600,000
8,600,000
100.00%
41.
Production and
distribution
of energy drink
Common
200,000,000.00
20,000,000
20,000,000
100.00%
42.
Trading of
molasses
Common
40,000,000.00
40,000
39,889
99.72%
43.
Trading of
feeds and
fertilizer
Common
1,000,000.00
10,000
10,000
100.00%
44.
Trading of
supplies and
procurement
Common
1,000,000.00
10,000
10,000
100.00%
45.
Brick producer
and distribution
of spirits
Common
121,800,000.00
1,218,000
1,218,000
100.00%
46.
Oak barrel
producer
Common
300,000,000.00
30,000,000
30,000,000
100.00%
47.
Trading of
bottles
Common
123,000,000.00
1,230,000
1,230,000
100.00%
48.
Transportation
and distribution
Common
1,012,000,000.00
101,200,000
101,200,000
100.00%
49.
Import and
export spirits
for trading /
international
marketing and
non-alcoholic
beverages
agency
Common
300,000,000.00
30,000,000
30,000,000
100.00%
50.
Construction
Common
20,000,000.00
20,000
20,000
100.00%
Remark
Company / Location
Type of
Business
28
Type of
Share
Paid-up Capital
(Baht)
Shares
Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
51.
Advertising
agency
Common
25,000,000.00
2,500,000
2,500,000
52.
Training
Common
10,000,000.00
1,000,000
1,000,000 100.00%
100.00%
Ordinary
Holding
company
54.
Common
Beer brewery
and production
of drinking water
and soda water
55.
Trademark
holding
56.
57.
Remark
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%
Trademark
holding and
production of
concentrate
materials
Common
1,000,000.00
100,000
100,000 100.00%
58.
Holding
company
Common
1,000,000,000.00
10,000,000
10,000,000 100.00%
59.
Distribution of
beverages
Common
60,000,000.00
600,000
600,000 100.00%
60.
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.
Production
and distribution
of spirits
Common
17,500,000.00
17,500
17,483
99.90%
62.
Trading of
spirits
Common
100,000,000.00
1,000,000
1,000,000 100.00%
( 1)
29
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.
Trading of
spirits
Common
100,000,000.00
1,000,000
1,000,000 100.00%
64.
Environmental
public relations
Common
5,000,000.00
500,000
500,000
100.00%
65.
Trading of
alcoholic
beverages
Common
SGD 3,000,000.00
3,000,000
3,000,000
100.00%
66.
Trading of
alcoholic
beverages
Common
USD 200,000.00
1,000
1,000
100.00%
67.
Trading of
alcoholic
beverages
Common
MYR 100,000.00
100,000
100,000
100.00%
68.
Trading of
alcoholic
beverages
Ordinary
HKD 15,300,000.00
15,300,000
15,300,000
100.00%
69.
Holding
company
Common
GBP 71,670,000.00
71,670,000
71,670,000
100.00%
70.
Holding
company
Ordinary
HKD 210,500,000.00
21,050,000
21,050,000
100.00%
(2)
71.
Production
and distribution
of spirits
Common
350,000,000.00
3,500,000
3,499,619
99.99%
(b)
72.
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.
Production
and distribution
of food and
beverage
Common
420,000,000.00
4,200,000
3,748,870
89.26%
74.
Japanese ramen
restaurants
Common
158,000,000.00
1,580,000
1,410,289
89.26%
75.
Dormant
Common
1,000,000.00
100,000
100,000
100.00%
Company / Location
Type of
Business
30
Type of
Share
Paid-up Capital
(Baht)
No. of
Shares Held
(Direct and
Indirect)
Shares
Issued
% of
Shareholding
Remark
76.
Consultancy
service
Common
500,000.00
5,000
5,000
100.00%
77.
Dormant
Common
100,000.00
10,000
10,000
100.00%
78.
Dormant
Common
100,000.00
10,000
10,000
100.00%
79.
Trademark
Holding
Ordinary
SGD 10,000.00
10,000
10,000
100.00%
( 3)
Not yet
operated
Ordinary
SGD 10,000.00
10,000
10,000
100.00%
( 4)
81.
Trading of
alcoholic
beverages
Common
USD 1.00
1,000
1,000
100.00%
( 5)
82.
Blairmhor Limited*
Moffat Distillery, Airdrie, ML6 8PL
Scotland
Holding
Company
Common
9,009,407.00
900,940,700
900,940,700
100.00%
83.
Production
and distribution
of spirits
Common
10,000,000.00
10,000,000
10,000,000
100.00%
84.
Trading of
alcoholic
beverages
RMB 10,000,000.00
100.00%
(6)
85.
Spirits distillery
RMB 120,000,000.00
100.00%
(6) (c)
86.
Dormant
Common
200.00
2,000
2,000
100.00%
87.
Dormant
Common
100.00
100
100
100.00%
88.
Dormant
Common
1.00
100.00%
89.
Dormant
Common
100.00
100
100
100.00%
90.
Dormant
Common
100.00
100
100
100.00%
91.
Dormant
Common
30,000.00
30,000
30,000
100.00%
31
Type of
Business
Company / Location
Type of
Share
Paid-up Capital
(Baht)
No. of
Shares Held
(Direct and
Indirect)
Shares
Issued
% of
Shareholding
92.
Dormant
Common
100.00
100
100
100.00%
93.
Dormant
Common
10,030.00
10,030
10,030
100.00%
94.
Dormant
Common
50,000.00
50,000
50,000
100.00%
95.
Dormant
Common
100.00
100
100
100.00%
96.
Dormant
Common
100.00
100
100
100.00%
97.
Dormant
Common
2.00
100.00%
98.
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%
Trading of
alcoholic
beverages
Common
PLN 700,000.00
700,000
308,000
44.00%
Dormant
Common
EUR 24,930.00
2,493
1,247
50.02%
Remark
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.
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.
32
Name of directors
1.
Direct Interests
2.
369,750,000
25.50
25,000
50
MM Group Limited
25,000
50
Percentage
of
Shareholding
Number of
Shares
16,441,405,762
65.48
710,500,000
49
50,000
100
50,000
100
140,600,420
100
16,441,405,762
65.48
369,750,000
25.50
Corp. (3)
25,000
50
MM Group Limited
25,000
50
0.00
Maxtop Management
Deemed Interests
3.
Increase
Percentage (decrease) during
of
the accounting
Shareholding
period (1)
Number of
Shares
710,500,000
49
50,000
100
50,000
100
140,600,420
100
4.
34,068,668
0.14
5.
0.00
6.
0.00
7.
0.00
8.
9.
0.96
- His spouse
50,000,000
0.20
0.43
0.43
0.00
0.00
(2)
(3)
(4)
(5)
(6)
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 scal year. In this regard, no director holds shares in the Companys afliate 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.
33
STATISTICS OF SHAREHOLDERS
As at March 8, 2011
Baht 29,000,000,000
Baht 25,110,025,000
Class of shares
25,110,025,000 shares
Voting rights
Size of Shareholdings
Number of
Shareholders
Number
of Shares
%
0.00
1 999
10
8.85
1,008
N/A
N/A
N/A
N/A
10,001 1,000,000
33
29.20
11,308,925
0.05
70
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 Companys 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
1.
11,368,060,000
45.27
2.
6,908,865,002
27.51
3.
3,694,675,000
14.71
4.
1,042,543,572
4.15
5.
524,000,000
2.09
6.
110,236,750
0.44
7.
107,000,000
0.43
8.
107,000,000
0.43
9.
107,000,000
0.43
10.
107,000,000
0.43
11.
107,000,000
0.43
12.
65,650,500
0.26
13.
65,641,500
0.26
14.
64,863,500
0.26
15.
61,600,000
0.24
16.
55,000,000
0.22
17.
50,000,000
0.20
18.
50,000,000
0.20
19.
48,000,000
0.19
20.
41,541,500
0.16
24,685,677,324
98.31
Total
34
Size of Shareholdings
Number of
Shareholders
Number
of Shares
10
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
23
0.27
6,748,659,951
97.68
8,369
100.00
6,908,865,002
100.00
Name of shareholders
Number of Shares
1.
2,878,367,269
41.66
2.
1,816,629,383
26.29
3.
600,148,074
8.69
4.
445,008,000
6.44
5.
383,335,000
5.55
6.
Vivat Tejapaibul
200,000,000
2.89
7.
162,729,312
2.36
8.
105,024,560
1.52
9.
59,356,000
0.86
10.
31,981,415
0.46
11.
24,826,231
0.36
12.
11,760,442
0.17
13.
8,300,265
0.12
14.
6,294,000
0.09
15.
2,385,000
0.03
16.
2,060,000
0.03
17.
1,750,000
0.03
18.
1,562,000
0.02
19.
1,500,000
0.02
20.
1,500,000
0.02
6,744,516,951
97.61
Total
35
Particular of Material Contracts with the Interested Persons for the year 2010 consist of:
Molasses purchase agreements, Thai Molasses Co.,Ltd., the companys 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 specied 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
4,263
Land improvement
669
10,458
Total
23,394
The company leases various premises, primarily for the branch ofces and warehouses. All of these leases are operating
leases and not nancial 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 prot before income tax.
36
BOARD OF DIRECTORS
10
11
12
37
13
14
15
16
17
18
19
20
21
22
38
EXECUTIVE COMMITTEE
10
11
12
13
14
15
16
17
18
39
EXECUTIVE COMMITTEE
7.
8.
9.
MANAGEMENT COMMITTEE
9.
40
DIRECTOR PROFILE
Mr. Charoen
Sirivadhanabhakdi
Chairman
Executive Chairman
Khunying Wanna
Sirivadhanabhakdi
Vice Chairman
1st Executive Vice Chairman
41
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. 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 Certicate from China.
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
42
She holds a Bachelor of Accounting from Thammasat University and has completed the
Director Accreditation Program with the Thai Institute of Directors.
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
43
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 Ofce 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 Ofces Co., Ltd., from 1976 to
1985, and at Kanung-Prok Law Ofce Co., Ltd., from 1986 to 1992. He is currently a
Director of Kanung & Partners Law Ofces 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.
44
Mr. Ng Tat Pun was appointed as an Independent Director in 2006. He has extensive
experience in the banking and nance industry. He started his banking career with
Citibank in 1971. Since then, he has served in various senior positions with local and
international nancial 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 Ofcer of OCBC Bank, Malaysia. He was a Managing Director at JP Morgan
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 banks
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.
45
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.
46
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,
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 Masters Degree in
Business Administration from Fairleigh Dickinson University, USA.
Mr. Vivat Tejapaibul
Director
47
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 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 Asias 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
rst 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 Renery. 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
48
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 Ofcer 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 nancial 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.
49
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
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
50
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.
51
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 ve years, he moved to Thailand in 1994 to open the Bangkok
ofce 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 Ofce 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 Ofce 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 Ofcer 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.
52
ORGANIZATION STRUCTURE
Audit Committee
Board of Directors
Executive Committee
General Affairs
Corporate
Services
Strategy
Ofce of
Human
Resources
Ofce of
Strategic
Planning
Ofce of
Information
Technology
Centre of
Excellence
Finance
Ofce of
Controller
Ofce of
Treasury
Ofce of
General Services
* Under process of being transferred to report to General Affairs.
Sales
Ofce of
Sales Planning
and Support
Marketing
Ofce of
Marketing
53
Nomination Committee
Remuneration Committee
International Businesses
Business
Development
Ofce of
Business
Development
Non-Alcohol
Production
Ofce of Non-Alcohol
Production
Beer
Production
Spirit
Production
Ofce of Beer
Production
Ofce of Liquor
Production
Ofce of Technical
Service and Environment
Ofce of Engineering
Ofce of Natural
Essences Production
54
RESPONSIBILITIES AND
AUTHORIZATION OF EACH OFFICE
of the Group.
the company.
units operations.
Ofce of Business Development
Ofce of Liquor Production
Ofce of Marketing
treatment systems.
Ofce of Engineering
Oversees the engineering section to support the distilleries
55
Ofce of Controller
Board of Directors.
Ofce of Treasury
Supervises and oversees support for treasury affairs to
Board of Directors.
Centre of Excellence
community programmes.
to ensure full compliance with the law and for the best interests
the Group.
PRODUCT PORTFOLIO
56
57
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
12
9 10 11
White Spirits
Paitong 30 Degrees
Paitong 35 Degrees
Niyomthai 28 Degrees
Niyomthai 30 Degrees
Niyomthai 35 Degrees
Niyomthai 40 Degrees
58
59
White Spirits
Chaiya
Chao Praya
Hanuman
Mae Wang
Nagaraj
Phaya Seur
Chinese Herb
Spirits
Sua Dum
Chiang-Chun
Choo Sip Niw
Others
Shinobu Sake
Beer
Chang Classic
Chang Draught
Chang Light
Archa
Federbru
60
61
62
Power Plus
(Electrolyte Beverage)
Wrangyer
Fruitnette
Ranger (Export)
(Energy Drink)
Black Up Coffee
63
Oishi Beverage
Amino Plus
Cofo Coffee
64
Oishi Beverage
65
Gyoza
Cup Oden
Kani
Sandwiches
66
67
Overview
Vision
services;
Strategies
68
of employees.
Thai economy
enforced.
(for the Northeast), Chon Buri (for the East), and Surat
costs.
In the latter half of the year, consumers condence
While remaining focused on developing international
observed for the rst two months of the year. Amid political
69
Excise tax
70
71
DOMESTIC BUSINESS
The Thai economy began its revival from late 2009 through
72
BEER BUSINESS
overwhelming oods.
improvement. Despite its lower sales for the rst half of the
73
SPIRITS BUSINESS
74
75
NON-ALCOHOLIC BEVERAGE
BUSINESS
76
77
FOOD BUSINESS
78
79
For the rst 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 nd
widespread popularity among consumers, partly because of
peoples admiration for healthy dishes and their tastes.
ThaiBevs food businessbest known by the Oishi chain of
restaurantscontinued 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 rst 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 Oishis 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, Oishis home delivery
business is still modest, so expansion in this business
stands to add substantial income to ThaiBevs food
business.
80
81
INTERNATIONAL BUSINESS
Development in 2010
product portfolio.
Strategy
72% growth.
UK. IBHL has identied key focus markets for each brand
and is directing its efforts and resources at these brand
international markets.
Thai Spirits
Local partners and management are a critical part of the
82
Inver Houses single malt portfolio was the key driver for our
The expansion into Eastern Europe will help push the sales
83
2003
84
October
Thai Beverage Public Company Limited
was established as a holding company
for the alcohol beverage business
May
MILESTONES
2006
October
Acquisition of Pacic 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
September
2009
November
Acquisition of Yunnan
Yulinquan Liquor Co., Ltd.,
Chinese white spirit
distillery in China
May
ThaiBevs rst 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
85
MANAGEMENT DISCUSSION
AND ANALYSIS
Performance for the year ended 31 December 2010
business of 17.3%.
Group
For the year 2010, total sales revenue of the Company was
business of 26.5%.
23.6%.
Non%
%
alcoholic
to Sales beverages to Sales
Spirits
%
to 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 prot
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 prot (loss)
Other income / Interest income
EBIT (loss)
Finance costs
Income tax
Net prot (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
41
(46.6)
14,690
12.1
(41)
94
(2,310)
73
0.3
30
0.5
19
0.5
46.6
374
0.3
4.3
223
5.5
15,064
12.4
0.2
21
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
33
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
86
YTD_2009
Revenue from sales
Cost to sales
Gross prot
Selling expenses
Administative expenses
Operating prot (loss)
Other income / Interest income
EBIT (loss)
Finance costs
Income tax
Net prot (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
Increase (Decrease)
Revenue from sales
Cost to sales
Gross prot
Selling expenses
Administative expenses
Operating prot (loss)
Other income / Interest income
EBIT (loss)
Finance costs
Income tax
Net prot (loss)
Depreciation & Amortization
EBITDA (loss)
Spirits
Beer
Nonalcoholic
beverages
Food
Eliminate
Total
87
Spirits Business
For the year 2010, sales revenue was Baht 77,034 million,
For the year 2010, sales revenue was Baht 6,611 million,
an increase by Baht 1,695 million, or 34.5%, mainly due
80.1% respectively.
Beer Business
For the year 2010, sales revenue was Baht 33,729 million,
expenses.
Food Business
EBITDA showed a loss of Baht 690 million, an increase by
For the year 2010, sales revenue was Baht 4,075 million,
88
Shareholders Equity
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
Liquidity
Cash and cash equivalents, as at December 31, 2010,
was Baht 3,359 million. The net increase from the beginning
were as follows:
Financial Position
15,213
Assets
(2,818)
(11,235)
1,160
(391)
3,359
equipment.
Net cash provided by operating activities of Baht 15,213
Liabilities
equipments.
8,762
600
9,362
dividend payment.
89
Financial Ratios
Dec.31, 10
Dec.31, 09
1.91
1.85
0.33
0.37
2.31
2.24
Jan. Dec.10
Jan. - Dec.09
49
59
27
40
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
prots after deduction of all specied reserve, subject to investments plan and as the Board of Directors deems appropriate.
For the nancial 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
25,110
0.15
0.15
0.20
0.18
0.35
0.33
83.33
78.57
18.70
19.27
0.42
0.42
25,110
25,110
90
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 uctuation 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.
ThaiBevs business operations and expansion are capitalintensive and therefore, incur risks and several uncertainties.
91
92
working around the clock; Day and Night delivers the high
Development.
The success is a choice we make. ThaiBev Logistics 2011
Currently at the end of Phase I, ThaiBev Logistics is one
+ 86 Warehouses,
+ 16 Transportation ofces,
93
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 ofce is ready
7.00 a.m.
Truck arrive from
Kamphengpetch Beer Factory
7.30 a.m.
Truck reports at Transportation ofce
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.
ThaiBevs Sales ofces
conrm Customers order
9.00 a.m.
Truck leaves Distribution Center
to all destinations
6.00 p.m.
Trucks report for day end
7.30 a.m.
Next day,
Truck reports at Distribution Center
94
95
winning..
96
executives skill.
This must be the concept idea that all our employees have
potential and capacity to learn in order to creatively manage
the revenue will increase, and then the prot will increase.
Of course, one part of the revenue will be used for human
their loyalty.
97
7
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CREDIT RATING
ANNOUNCEMENT
98
99
100
AWARDS
ThaiBev has received the award for three years i.e. 2006,
third consecutive year that Chang beer won the gold medal
Selection.
2006
2007
2008
IR Magazine Award
Best IR in the
Singapore Market
by a Thai Company
Certicate of Excellence
by IR Magazine 2008
BEER PRODUCTS
1998 | 2007
Australian International
Beer Awards
European Style Lager
1998 - Chang Beer
2007 - Archa Beer
101
Spirit Competition.
consumption.
2008
2009
2009
2009
2009 | 2010
Asiamoneys Corporate
Governance Poll
2008 Best for Investor
Relations in Thailand
SPIRITS PRODUCTS
1982 | 1983 | 2006
2009
Monde Selection Bruxelles International Institute for
Quality Selections
- Drummer, Mekhong
2009 | 2010
2010
Los Angeles International Wine & Spirits Awards
2010 - Mekhong
102
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).
Names
Positions
Number of Attendances /
Total of Meetings
1.
Chairman
4/5
2.
Vice Chairman
4/5
3.
Vice Chairman
4/5
4.
Vice Chairman
5/5
5.
Director
5/5
6.
Director
3/5
7.
Director
1/5
8.
3/5
9.
5/5
5/5
3/5
Independent Director
5/5
Independent Director
5/5
Independent Director
5/5
Independent Director
5/5
Director
5/5
Director
4/5
4/5
3/5
5/5
(2)
(3)
5/5
5/5
(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.
103
104
Directors;
of the Company;
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
1.
2.
3.
2nd
12/12
4.
11/12
5.
11/12
5th
12/12
6.
7.
8.
9.
(2)
(1)
Total of Meetings
11/12
9/12
4/12
11/12
10/12
12/12
11/12
11/12
10/12
12/12
10/12
9/12
2/12
2/12
(3)
(4)
(6)
(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.
106
Committee Report.
Buranasetkul.
Suthikulpanit.
Investment Committee
Audit Committee
Prof. Kanung Luchai, Mr. Manu Leopairote, and Mr. Ng Tat Pun.
107
appropriate time.
the Company.
Board Membership
Principle 4
In order to assure a transparent process for the appointment
Remuneration Committee
Company.
Principle 3
108
Board Performance
Principle 5
Principle 8
Access to Information
Principle 6
follows.
Remuneration bands:
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.
109
Disclosure of Remuneration
Principle 9
Name of Executives
Remuneration Band
Remuneration Band
1.
2.
3.
4.
5.
6.
7.
8.
9.
1.
2.
3.
4.
5.
6.
Remarks:
C
B
(4)
B
C
(5)
(6)
B
B
Accountability
110
Principle 10
the Company.
Audit Committee
Principle 11
be price-sensitive information.
Internal Controls
the Directors must also notify the Company and the SGX-ST
of the particulars of his shareholding interest in the
Principle 12
other directors.
111
Internal Audit
Principle 13
Principle 14
and complete.
http://www.thaibev.com/ir.html.
112
113
CORPORATE SOCIAL
RESPONSIBILITY (CSR)
REPORT
114
Top-left:
Top-right :
Bottom-left:
115
communities in Bangkok.
116
AUDIT COMMITTEE
117
material discrepancy.
Staporn Kavitanon
Chairman of the Audit Committee
February 22, 2011
118
(Nittaya Chetchotiros)
Certied Public Accountant
Bangkok
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
10
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
11
80,047,424,542
80,091,287,047
Investments in associates
12
122,755,082
127,832,595
13,797,886
10,588,899
39,405,277
51,908,826
2,502,181,738
3,466,307,738
13
36,442,590,607
37,745,873,799
47,129,294
62,938,895
Intangible assets
14
3,200,711,244
3,286,735,878
24,042,689
31,069,390
Leasehold rights
15
193,341,836
213,351,580
16
2,099,718,673
2,221,933,597
314,936,650
325,816,250
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
120
BALANCE SHEETS
As at 31 December 2010 and 2009
Consolidated
financial statements
Note
2010
Separate
financial statements
2009
2010
2009
(in Baht)
Current liabilities
Bank overdrafts and short-term loans
from nancial institutions
Trade accounts payable
17
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
17
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
17
600,000,000
2,500,000,000
2,500,000,000
103,702,329
114,860,331
19
Non-current liabilities
Long-term loans from and
other payables to related parties
Long-term loans from
nancial 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
121
BALANCE SHEETS
As at 31 December 2010 and 2009
Consolidated
financial statements
Note
2010
Separate
financial statements
2009
2010
2009
(in Baht)
Equity
Share capital
20
29,000,000,000
29,000,000,000
29,000,000,000
29,000,000,000
25,110,025,000
25,110,025,000
25,110,025,000
25,110,025,000
(19,732,320,907) (19,732,233,059)
4
21
17,215,736,603
17,215,736,603
17,215,736,603
17,215,736,603
21
4,262,882,677
4,262,882,677
(1,923,389,031)
(1,331,393,075)
21
2,900,000,000
2,900,000,000
2,900,000,000
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
284,274,019
232,695,379
TOTAL EQUITY
58,228,368,899
56,443,580,745
61,073,297,798
60,432,420,158
77,302,191,540
77,149,665,103
85,348,131,821
87,114,964,144
Minority interests
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
23
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
1,013,606,212
921,094,859
Selling expenses
24
7,287,561,335
5,784,519,888
Administrative expenses
25
10,948,771,780
10,009,359,545
20,685,841
18,797,854
26
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
0.42
0.36
0.34
TOTAL EXPENSES
28
29
31
4,262,882,677
80,572
80,572
80,572
32
(3,965,000)
Dividends
transactions
of holding
in equity
4,262,802,105
differences
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
171,632,043
171,632,043
171,632,043
Currency
translation
differences
Retained earnings
Premium on
ordinary
shares
Difference
arising from
common
control
transactions
(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
EXPENSE
4,262,882,677
(87,848)
32
Dividends
transactions
of holding
in equity
-
4,262,882,677
differences
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)
(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
(591,995,956)
(591,995,956)
(591,995,956)
Currency
translation
differences
Retained earnings
Premium on
ordinary
shares
Difference
arising from
common
control
transactions
(in Baht)
Total
equity
(591,995,956)
(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
124
Dividends
17,215,736,603
25,110,025,000
17,215,736,603
17,215,736,603
25,110,025,000
25,110,025,000
32
32
Note
Premium on
ordinary
shares
Issued
and paid-up
share capital
2,900,000,000
2,900,000,000
2,900,000,000
Legal reserve
Retained earnings
1 January 2010
Dividends
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
126
Consolidated
financial statements
Note
2010
Separate
financial statements
2009
2010
2009
(in Baht)
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
50,000,000
9,375,000
9,375,000
(90,886,558)
(184,325,749)
(102,153,207)
(72,823,714)
(18,554)
(2,919,788)
(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)
(274,595,642)
(456,438,174)
(46,123,999)
(47,983,161)
Inventories
(861,223,393)
3,863,494,180
176,038,015
(387,615,549)
(5,052,528)
(191,623)
612,480,745
(257,334,906)
9,054,372
24,681,391
(1,685,375)
(12,779,953)
162,055,039
(24,636,898)
(11,046,586)
20,775,993
(10,785,555)
20,439,338
(4,080,328,408)
(4,329,085,759)
(176,666,868)
(329,686,209)
15,212,549,405
17,621,448,013
1,387,150,638
1,074,713,202
127
Consolidated
financial statements
Note
2010
Separate
financial statements
2009
2010
2009
(in Baht)
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
90,536
(3,109,959,947)
(2,287,993,168)
(16,038,852)
(33,340,747)
145,105,057
120,800,725
24,701
4,805,491
(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)
95,410,000
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
128
2010
Separate
financial statements
2009
2010
2009
(in Baht)
(257,970,707)
(566,484,489)
(950,685,515)
(1,113,177,092)
(8,286,308,250)
(8,286,308,250)
(8,286,308,250)
(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
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)
(9,396,746,136)
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
129
Note
Contents
General information
20
Share capital
21
22
Segment information
23
Other income
24
Selling expenses
25
Administrative expenses
Other investments
26
27
Expenses by nature
Inventories
28
Finance costs
10
29
11
Investments in subsidiaries
30
Promotional privileges
12
Investments in associates
31
13
32
Dividends
14
Intangible assets
33
Financial instruments
15
Leasehold rights
34
16
35
17
Interest-bearing liabilities
36
18
19
130
1. General Information
Thai Beverage Public Company Limited, the Company, is incorporated in Thailand and has its registered ofce 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 Companys 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
100.00
Thailand
100.00
100.00
100.00
Direct subsidiaries
1.
2.
3.
Spirits distillery
Thailand
100.00
4.
Spirits distillery
Thailand
100.00
100.00
5.
Spirits distillery
Thailand
100.00
100.00
6.
Spirits distillery
Thailand
100.00
100.00
100.00
7.
Spirits distillery
Thailand
100.00
8.
Spirits distillery
Thailand
100.00
100.00
9.
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
100.00
Spirits distillery
Thailand
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
100.00
Spirits distillery
Thailand
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
131
Ownership
Name of the entity
Country of
interest (%)
Type of business
incorporation
2010
2009
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
beverages distributor
22. Pomchok Co., Ltd.
Spirits distributor
Thailand
100.00
100.00
Spirits distributor
Thailand
100.00
100.00
Spirits distributor
Thailand
100.00
100.00
Spirits distributor
Thailand
100.00
100.00
100.00
Spirits distributor
Thailand
100.00
Spirits distributor
Thailand
100.00
100.00
Spirits distributor
Thailand
100.00
100.00
Spirits distributor
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
energy drink
42. Thai Molasses Co., Ltd.
Trading of molasses
Thailand
99.72
99.72
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
procurement
45. Charun Business 52 Co., Ltd.
132
Ownership
Country of
interest (%)
Type of business
incorporation
2010
2009
Thailand
100.00
100.00
Trading of bottles
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
100.00
Construction
Advertising agency
Thailand
100.00
Training
Thailand
100.00
Holding company
Hong Kong
100.00
100.00
Thailand
100.00
100.00
Trademark holding
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
production
of concentrate materials
57. Archa Beer Co., Ltd.
Holding company
Thailand
100.00
100.00
Distribution of beverages
Thailand
100.00
100.00
Japanese restaurants,
Thailand
89.26
89.93
Thailand
99.90
99.90
Thailand
100.00
100.00
100.00
Trading of spirits
Trading of spirits
Thailand
100.00
Thailand
100.00
100.00
Singapore
100.00
100.00
Cambodia
100.00
100.00
100.00
Malaysia
100.00
Hong Kong
100.00
100.00
Holding company
United Kingdom
100.00
100.00
Holding company
Hong Kong
100.00
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
Thailand
99.99
99.55
Thailand
99.83
99.83
Thailand
89.26
89.93
of spirits
72. S P M Foods & Beverages Co., Ltd.
Thailand
89.26
89.93
Dormant
Thailand
100.00
100.00
Consultancy service
Thailand
100.00
100.00
Dormant
Thailand
100.00
100.00
Dormant
Thailand
100.00
100.00
Trademark holding
Singapore
100.00
Singapore
100.00
United States
100.00
100.00
of America
Holding Company
United Kingdom
100.00
100.00
United Kingdom
100.00
100.00
Peoples Republic
100.00
100.00
100.00
100.00
of spirits
84. InterBev Trading (China) Limited **
of China
85. Yunnan Yulinquan Liquor Co., Ltd.**
Spirits distillery
Peoples Republic
of China
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
100.00
100.00
Company Limited *#
Company Limited *#
Dormant
United Kingdom
100.00
Dormant
United Kingdom
100.00
134
Ownership
Country of
interest (%)
Type of business
incorporation
2010
2009
Off licences
United Kingdom
49.49
49.49
Poland
44.00
44.00
Dormant
France
50.02
50.02
**
***
On 26 January 2010 Thai Beverage Training Co., Ltd., the Companys 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 Companys 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 Companys subsidiary, holds its entire shares.
During 2010, Sura Piset Phatra Lanna Co., Ltd., the Companys direct subsidiary, acquired additional 15,406 ordinary shares of
United Products Co., Ltd., the Companys indirect subsidiary, from the existing equity holders, amounting to Baht 1.95 million.
Revised no.
Topic
TAS 11
TAS 101
TAS 40
TAS 105
TAS 48
TAS 107
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 nancial 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 nancial statements. These new and revised standards and interpretations are disclosed in note 36.
The preparation of nancial 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.
136
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 nancial statements of the Company are accounted for using the
cost method. Investments in associates in the consolidated nancial 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 classied 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 classied 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 nancial instruments classied 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 propertys existing
use at the date of revaluation.
138
Leased assets
Leases in terms of which the Group substantially assumes all the risk and rewards of ownership are classied as nance leases.
Property, plant and equipment acquired by way of nance 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 nance 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 sufcient regularity. The Groups policy requires an
appraisal to be conducted every three to ve 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
3-10
years
Vehicles
3-10
years
Oak barrels
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
10
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 Groups 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 identied.
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 nancial assets is calculated by reference to the fair value.
The recoverable amount of a non-nancial asset is the greater of the assets value in use and fair value less costs to sell.
In assessing value in use, the estimated future cash ows are discounted to their present value using a pre-tax discount
rate that reects current market assessments of the time value of money and the risks specic to the asset. For an asset
that does not generate cash inows 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 nancial 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 nancial assets carried at amortised cost
and available-for-sale nancial assets that are debt securities, the reversal is recognised in the statement of income. For
available-for-sale nancial 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-nancial 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 assets 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
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 benets
Dened contribution plans
Obligations for contributions to dened 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 outow of economic benets 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 ows at a pre-tax rate that reects current market assessments of the time value of money and, where appropriate,
the risks specic 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 identiable assets at the date of combination (except for businesses acquired that are
not under common control, net identiable 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 signicant 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 signicant
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 Groups 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
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 prot 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.
142
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 identiable net assets of Yunnan Yulinquan Liquor Co., Ltd.. The acquirees net assets at the
acquisition date comprised the followings:
2010
2009
Adjusted to
fair value
Recognised
value at the
acquisition date
(in million Baht)
10
10
37
37
Inventories
154
154
163
154
Intangible assets
171
117
25
21
Other assets
(17)
(17)
Short-term loan
(120)
(120)
Other liabilities
(147)
(147)
276
209
61
128
Consideration paid
337
337
Cash paid
110
110
447
447
Name of entities
Country of
incorporation/
nationality
Nature of relationships
Thailand
Thailand
144
Name of entities
Country of
incorporation/
nationality
Nature of relationships
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
145
Name of entities
Country of
incorporation/
nationality
Nature of relationships
Thailand
Thailand
Singapore
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Hong Kong
Hong Kong
146
The pricing policies for particular types of transactions are explained further below:
Transactions
Pricing policies
Sale of goods
Rendering of services
Contractual prices
Receiving of services
Contractual prices
Contractual prices
Contractual prices
Signicant 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
124
125
Interest income
252
347
Interest expense
728
704
Dividends
8,290
8,237
Other income
Administrative expenses
Purchases of investments
43
2,886
10
11
Associates
Share of prot of associates,
net of income tax
147
Consolidated
financial statements
2010
Separate
financial statements
2009
2010
2009
(in million Baht)
930
1,198
6,924
4,863
217
187
42
13
109
113
27
39
477
432
15
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)
11
22
96
18
Others
Total
21
144
PompalangCo., Ltd.
Short-term
Other
loans to receivables
Subsidiaries
Total
Short-term
Other
loans to receivables
2009
Total
30
13
279
592
537
22
11
19
21
17
18
Short-term
Other
loans to receivables
52
17
290
611
21
17
555
Total
154
25
190
194
1,709
Total
19
11
14
14
12
39
173
29
201
196
20
14
12
1,748
Short-term
Other
loans to receivables
2009
148
2010
Total subsidiaries
Short-term
Other
loans to receivables
Subsidiaries (continued)
Short-term
Other
Total
loans to receivables
2009
1,977
48
182
281
380
11
25
25
29
22
15
10
12
19
Short-term
Other
Total
loans to receivables
2010
2,357
48
184
283
11
25
25
29
22
15
10
12
19
2,642
40
315
Total
350
16
39
45
13
10
15
2,992
40
316
16
39
45
13
10
15
Short-term
Other
Total
loans to receivables
2009
149
Others
Total
Co., Ltd.
Co., Ltd.
2010
791
791
14
759
Short-term
Other
loans to receivables
Related companies
791
791
14
759
504
504
17
38
33
392
Short-term
Other
Total
loans to receivables
2009
504
504
17
38
33
392
1,977
394
14
14
Short-term
Other
Total
loans to receivables
2010
2,371
14
14
2,642
Total
353
2,995
Short-term
Other
Total
loans to receivables
2009
150
Total subsidiaries
3
7
Others
Total
39
39
29
Related companies
Long-term
Other
loans to receivables
Subsidiaries
39
39
29
Total
52
52
11
29
Long-term
Other
loans to receivables
2009
52
52
11
29
Total
2,499
2,499
395
113
20
165
192
1,605
Long-term
Other
loans to receivables
2,502
2,499
395
113
20
165
192
1,605
Total
3,455
3,455
199
111
637
2,500
Total
11
11
3,466
11
3,455
199
111
637
2,500
Long-term
Other
loans to receivables
2009
151
Summary of loans to
related parties
152
Consolidated
financial statements
2010
Separate
nancial statements
2009
2010
2009
(in million Baht)
Short-term loans
1,977
2,642
Long-term loans
2,499
3,455
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
nancial 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
nancial statements
2009
2010
2009
(in million Baht)
792
718
85
85
63
21
22
29
20
23
14
990
890
Others
Total
Short-term
loans from
Subsidiaries
Other
payables
Short-term
Total loans from
Other
payables
2009
143
235
392
193
429
133
65
113
188
75
194
39
322
22
432
61
63
90
626
82
Short-term
Total loans from
15
Other
payables
145
236
394
194
434
134
65
114
189
75
195
41
324
23
433
61
64
91
632
97
298
55
324
212
691
43
10
45
20
84
13
168
114
289
400
340
496
340
334
53
51
225
135
Short-term
Total loans from
Total
11
16
300
56
326
213
696
43
11
45
21
85
14
169
115
290
402
342
498
340
336
54
52
227
146
16
Other
payables
2009
153
Total subsidiaries
Short-term
loans from
Subsidiaries (continued)
Other
payables
Total
Short-term
loans from
Other
payables
2009
Total
5,955
48
210
17
663
14
29
127
152
85
75
133
223
266
Short-term
loans from
110
44
Other
payables
6,065
50
213
17
44
664
14
29
127
153
86
75
134
224
269
Total
7,259
14
14
405
138
28
132
83
46
55
284
615
190
499
Short-term
loans from
Total
114
42
7,373
16
42
14
406
138
28
133
83
47
57
285
616
191
500
Other
payables
2009
154
Others
Total
163
163
17
10
12
14
17
86
Other
payables
163
163
17
10
12
14
17
86
Total
Short-term
loans from
154
154
20
11
14
16
83
Other
payables
154
154
20
11
14
16
83
Total
5,955
Short-term
loans from
128
18
10
Other
payables
6,083
18
10
Total
7,259
Short-term
loans from
Total
132
18
10
7,391
18
10
Other
payables
2009
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
Related companies
2009
155
Long-term
loans from
Subsidiaries
Other
payables
2010
Total
Long-term
loans from
Other
payables
2009
Total
64
490
947
168
235
286
92
221
330
20
195
401
176
241
90
155
219
241
176
151
3,564
Long-term
loans from
Other
payables
2010
64
490
947
168
235
286
92
221
330
20
195
401
176
241
90
155
219
241
176
151
3,564
Total
15
722
280
155
135
296
294
88
195
115
175
163
165
120
230
270
149
255
216
3,865
Long-term
loans from
Total
15
722
280
155
135
296
294
88
195
115
175
163
165
120
230
270
149
255
216
3,865
Other
payables
2009
156
Total subsidiaries
Total
Other
payables
Total
Long-term
loans from
Other
payables
Total
10,403
10,403
69
195
471
58
28
23
10
80
162
411
149
145
140
Long-term
loans from
Other
payables
10,403
10,403
69
195
471
58
28
23
10
80
162
411
149
145
140
Total
9,743
9,743
72
172
461
57
25
25
10
22
197
361
230
208
Long-term
loans from
Total
9,743
9,743
72
172
461
57
25
25
10
22
197
361
230
208
Other
payables
2009
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.
Related company
Long-term
loans from
Subsidiaries (continued)
2009
157
158
Consolidated
financial statements
2010
Separate
nancial statements
2009
2010
2009
(in million Baht)
Short-term loans
5,955
7,259
Long-term loans
10,403
9,743
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
nancial 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
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 Companys 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 Companys 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 specied 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 Companys 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 Companys 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 Companys 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.
160
Separate
nancial statements
2009
2010
2009
(in million Baht)
216
218
43
36
316
306
55
48
532
528
98
84
1,613
1,056
171
27
79
27
79
26
27
11
33
40
1,846
1,173
60
119
After ve years
Total
Other commitments
Purchase molasses
Sale molasses
Application service
provisioning agreement
Brewing supervision agreement
Other agreements
Total
Separate
nancial statements
2010
2009
2010
2009
47
68
822
781
1,387
1,678
22
128
1,103
63
Total
3,359
2,590
23
129
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
nancial statements
2009
2010
2009
(in million Baht)
3,057
2,490
23
129
273
28
69
31
3,359
2,590
23
129
7. Other investments
Consolidated
financial statements
2010
Separate
nancial statements
2009
2010
2009
(in million Baht)
Current investments
Short-term deposits at
nancial institutions
12
(4)
(4)
14
11
15
15
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.
162
2010
Separate
nancial statements
2009
2010
2009
(in million Baht)
Related parties
Other parties
21
144
1,937
2,089
1,958
2,233
(36)
(183)
1,922
2,050
(3)
41
Separate
nancial statements
2009
2010
2009
(in million Baht)
Related parties
21
97
35
6-12 months
12
21
144
1,750
1,887
158
49
Other parties
Within credit terms
Overdue:
Less than 3 months
6-12 months
10
Over 12 months
12
145
1,937
2,089
3-6 months
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
Separate
nancial statements
2009
2010
2009
(in million Baht)
1,919
2,049
1,922
2,050
9. Inventories
Consolidated
financial statements
2010
Separate
nancial 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
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).
164
Separate
nancial statements
2010
2009
2010
2009
743
774
Refundable VAT
367
442
231
324
Prepaid expenses
189
171
10
Deposits
109
152
Others
340
296
1,979
2,159
19
13
(8)
(10)
1,971
2,149
19
13
Separate
nancial statements
2009
2010
2009
(in million Baht)
1,970
2,146
19
13
1,971
2,149
19
13
2009
(in million Baht)
At 1 January
80,091
77,162
Acquisitions
43
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 nancial statements
Ownership interest
2010
2009
Paid-up capital
2010
2009
Cost method
2010
2009
Dividend income
2010
2009
(%)
Subsidiaries
Beer Thai (1991) PCL.
100.00
100.00
5,550
5,550
12,500
12,500
100.00
100.00
6,600
6,600
12,500
100.00
100.00
7,500
7,500
7,500
12,500
541
541
7,500
135
100.00
100.00
900
900
900
900
87
62
100.00
100.00
700
700
691
691
10
100.00
100.00
100.00
100.00
700
700
697
697
700
700
700
700
48
57
100.00
100.00
4,000
4,000
4,000
4,000
968
764
100.00
100.00
900
900
900
900
104
121
100.00
100.00
800
800
800
800
142
102
100.00
100.00
800
800
800
800
158
166
100.00
100.00
700
700
700
700
121
106
100.00
100.00
5,000
5,000
5,000
5,000
395
215
100.00
100.00
1,800
1,800
1,800
1,800
95
76
100.00
100.00
900
900
888
888
124
49
100.00
100.00
800
800
800
800
62
72
100.00
100.00
800
800
766
766
26
57
100.00
100.00
1,000
1,000
1,010
1,010
100.00
100.00
10
10
10
10
11
104
100.00
100.00
10
10
10
10
34
100.00
100.00
10
10
10
10
122
100.00
100.00
10
10
10
10
91
177
100.00
100.00
10
10
10
10
19
21
100.00
100.00
10
10
10
10
81
119
100.00
100.00
10
10
10
10
100.00
100.00
10
10
10
10
21
100.00
100.00
10
10
10
10
364
369
100.00
100.00
10
10
10
10
681
1,046
100.00
100.00
10
10
10
10
129
302
100.00
100.00
10
10
10
10
354
430
100.00
100.00
10
10
10
10
212
244
100.00
100.00
10
10
10
10
291
341
100.00
100.00
10
10
10
10
409
100.00
100.00
10
10
10
10
171
100.00
100.00
340
609
166
2009
Paid-up capital
2010
2009
Cost method
2010
2009
Dividend income
2010
2009
(%)
Subsidiaries (continued)
Krittayabun Co., Ltd.
100.00
100.00
27
27
375
406
100.00
100.00
150
221
100.00
100.00
25
25
209
140
100.00
100.00
24
24
118
89
100.00
100.00
860
860
864
864
100.00
100.00
200
200
200
200
99.72
99.72
40
40
35
35
74
41
100.00
100.00
32
32
28
54
100.00
100.00
34
34
29
19
100.00
100.00
122
122
84
84
100.00
100.00
300
300
296
296
100.00
100.00
123
123
134
134
128
54
100.00
100.00
1,012
1,012
1,012
1,012
100.00
100.00
300
300
300
300
124
34
100.00
100.00
20
20
24
24
29
52
100.00
100.00
25
25
61
61
17
12
100.00
International Beverage
100.00
100.00
7,863
7,863
7,863
7,863
100.00
100.00
1,667
1,667
4,139
4,139
22
100.00
100.00
39
39
100.00
100.00
4,318
4,318
119
124
100.00
100.00
130
130
44
22
100.00
100.00
1,000
1,000
1,015
1,015
89.26
89.93
375
375
6,206
6,253
600
698
100.00
100.00
60
60
60
60
54,306
54,303
80,047
80,091
8,290
8,238
Holdings Limited
167
Signicant 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 Companys 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 Companys 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 Companys 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 Companys
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 Companys indirect subsidiary, to acquire loan from a local nancial
institution in Yunnan Province, Peoples 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.
168
2009
(in million Baht)
128
112
11
11
(16)
At 31 December
123
128
At 1 January
Share of prots 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
2009
2010
2009
2010
2009
(%)
Associates
Held by subsidiaries of indirect
subsidiaries
Liquorland Limited
49.49
49.49
69
69
18
18
123
128
44.00
44.00
50.02
50.02
79
79
23
23
123
128
Total
(37)
Additions
Transfers
Disposals
Disposals
At 31 December 2010
on consolidation
Translation differences
-
Transfers
4,263
(2)
154
Additions
8,004
4,263
1 January 2010
7,852
on consolidation
Translation differences
-
4,263
At 1 January 2009
21
Cost
Land
Surplus on
land
revaluation
7,867
Cost/ revaluation
12,267
(2)
154
12,115
(37)
21
12,130
Total
1,492
(1)
26
1,465
(1)
15
1,449
Land
improvement
19,305
(118)
(22)
1,135
209
18,101
37
(20)
458
156
17,470
Building,
building and
leasehold
improvement
44,305
(120)
(192)
486
354
43,777
31
(172)
615
565
42,738
Machinery
and
equipment
2,709
(35)
(6)
10
2,740
13
(11)
11
2,719
Oak
barrels
1,031
(1)
(38)
(78)
141
1,007
(1)
(26)
41
133
860
Furniture,
xtures
and ofce
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
80
(279)
2,479
80,733
Total
169
Disposals
Owned assets
At 31 December 2010
Owned assets
Owned assets
At 1 January 2009
4,263
4,263
8,004
4,263
7,852
8,004
4,263
7,852
At 31 December 2010
4,263
Disposals
7,867
Transfers
4,263
7,867
1 January 2010
exchange rates
Transfers
Effect of movement in
revaluation
At 1 January 2009
Cost
Surplus on
land
Land
12,267
12,267
12,115
12,115
12,130
12,130
Total
Land
669
669
731
731
804
804
823
(1)
90
7 34
( 1)
90
645
improvement
10,458
10,458
10,093
10,093
10,304
10,304
8,847
(48)
(16)
901
8,008
13
(16)
845
7,166
improvement
Building,
building and
leasehold
9,769
9,769
12,170
10
12,160
14,067
14,064
34,536
(68)
(165)
57
3,105
31,607
20
(143)
(11)
3,070
28,671
equipment
Machinery
and
873
873
1,008
1,008
1,131
1,131
1,836
(21)
(4)
129
1,732
(5)
11
131
1,588
barrels
Oak
315
315
317
317
268
268
716
(37)
(58)
121
690
(22)
119
592
equipment
Furniture,
xtures
and ofce
663
660
325
323
124
120
2,486
(85)
(1)
79
2,493
(1)
(43)
(1)
48
2,490
Vehicles
1,429
1,429
987
987
750
750
(1)
installation
Assets under
construction
and
Total
36,443
36,440
37,746
12
37,734
39,578
39,571
49,246
(138)
(308)
4,425
45,267
39
(230)
4,303
41,155
170
171
Vehicles
Assets under
construction
and installation
Total
(in million Baht)
Cost
At 1 January 2009
109
22
131
Additions
15
18
36
Disposals
(1)
(7)
(8)
123
18
18
159
Additions
11
Transfers
(16)
Disposals
(1)
(1)
10
138
18
169
At 1 January 2009
62
14
76
23
27
Disposals
(1)
(6)
(7)
84
12
96
22
27
Disposals
(1)
(1)
At 31 December 2010
105
15
122
47
55
39
18
63
33
47
1 January 2010
At 31 December 2010
Depreciation and impairment losses
172
The gross amount of the Companys 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).
Computer
software
Trademarks
Licences
Total
(in million Baht)
Cost
3,198
94
331
3,629
14
57
12
86
61
61
13
(3)
10
3,275
108
385
18
3,786
Additions
28
31
Disposals
(32)
(32)
(41)
(7)
(48)
3,203
136
380
18
3,737
164
27
260
451
15
27
44
(2)
170
42
285
499
17
37
55
(16)
(2)
(18)
154
59
320
536
3,034
67
71
3,178
3,105
66
100
16
3,287
3,049
77
60
15
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
15
9
24
9
33
36
31
At 31 December 2010
24
Cost
At 1 January 2009
158
Additions
116
(5)
269
(8)
261
174
Consolidated
financial statements
(in million Baht)
46
10
56
12
At 31 December 2010
68
112
213
At 31 December 2010
193
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
106
Others
128
94
2,100
2,222
315
326
a specialist
34
Total
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)
94
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
2,500
10,403
9,743
600
2,500
10,403
12,243
9,362
11,983
23,858
26,367
Non-current
Long-term loans from nancial
institutions
Unsecured
Long-term loans from related parties
Unsecured
Total
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
176
177
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
Separate
financial statements
2009
2010
2009
(in million Baht)
2,855
225
122
Euro (EUR)
56
109
Others
11
54
3,757
3,140
foreign subsidiaries
Australia Dollars (AUD)
Total
Separate
financial statements
2009
2010
2009
(in million Baht)
Accrued expenses
795
865
75
95
865
835
42
36
459
363
Assets payable
552
350
425
204
171
107
110
20
17
Others
258
191
3,461
3,089
144
159
Total
178
Separate
financial statements
2009
2010
2009
(in million Baht)
foreign subsidiaries
Japanese (Yen)
Others
Total
3,065
144
158
253
33
24
3,461
3,089
144
159
2010
Number
Baht
(in Baht)
2009
Number
Baht
Authorised
At 1 January
- ordinary shares
29,000
29,000
29,000
29,000
29,000
29,000
29,000
29,000
25,110
25,110
25,110
25,110
25,110
25,110
25,110
25,110
At 31 December
- ordinary shares
Issued and paid-up
At 1 January
- ordinary shares
At 31 December
- ordinary shares
179
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 avour (mostly outside the group); and
Food
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
Selling expenses
Administrative expenses
Finance costs
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
2009
Spirits
2010
Beer
(1,628)
(755)
(2,383)
73
(2,310)
36,133
3,091
4,230
28,812
33,823
92
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
21
282
6,359
796
841
4,722
6,641
29
6,611
2010
beverages
488
88
576
32
608
4,340
650
560
3,130
4,948
30
4,916
2009
Non-alcoholic
Food
186
33
219
223
3,871
1,127
128
2,616
4,094
17
4,075
2010
151
160
10
170
3,147
962
131
2,054
3,317
14
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
13
121,361
2009
10,643
4,362
15,005
549
15,554
92,704
10,311
5,784
76,609
108,258
273
16
107,969
Total
2010
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
13
2,257
45
75
Intangible assets
Leasehold rights
Depreciation
Amortisation
equipment
1,019
Capital expenditure
and equipment
Other assets
21,024
21,712
20,068
2009
2010
Spirits
18,914
Property, plant
Inventories
33
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
11
378
1,558
2,314
1,026
1,288
7,657
2,639
4,018
1,000
2010
15
354
215
1,448
741
707
5,705
2,700
2,458
547
2009
Non-alcoholic beverages
13
175
306
823
666
157
2,040
1,172
765
103
2010
Food
12
143
18
267
755
541
214
2,046
1,314
643
89
2009
119
67
4,425
31
3,311
19,074
9,712
9,362
77,302
13,713
36,443
27,146
2010
2009
85
54
4,303
116
86
2,479
20,706
8,723
11,983
77,150
13,210
37,746
26,194
Total
181
182
Geographic segments
The segment nancial information of the Group based on geographical segments in the consolidated 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
Separate
financial statements
2009
2010
2009
(in million Baht)
119
84
53
49
28
13
20
Others
151
145
Total
351
262
58
12
Separate
financial statements
2009
2010
2009
(in million Baht)
6,599
5,352
Transportation
465
282
Commission
224
151
7,288
5,785
Total
183
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
503
447
Donation
596
394
488
287
Others
Total
1,495
1,171
10,949
10,009
21
19
Separate
financial statements
2009
2010
2009
(in million Baht)
Management
Salaries and wages
170
153
170
153
Bonus
108
97
108
97
58
49
15
14
338
301
295
266
4,619
4,226
275
246
Bonus
773
708
71
64
382
292
10
12
94
22
960
843
58
47
6,828
6,091
420
374
7,166
6,392
715
640
Other employees
Salaries and wages
Total
The dened 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.
184
Separate
financial statements
2009
2010
2009
(in million Baht)
(4,169)
82,330
67,270
2,379
2,062
3,975
3,885
6,054
4,800
545
552
4,786
4,330
715
640
518
471
35
37
Rental
762
658
30
20
Note
Consolidated
Separate
financial statements
nancial 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
67
66
264
549
951
1,127
(5)
259
549
951
1,127
185
186
(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 rst 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 certicates.
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
Promoted businesses
187
Separate
nancial statements
2009
2010
2009
10,612
10,566
8,927
8,643
25,110
25,110
25,110
25,110
0.42
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.
188
Capital management
The Boards policy is to maintain a strong capital base so as to maintain investor, creditor and market condence and to
sustain future development of the business. The Board monitors the return on capital, which the Group denes 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 Groups operations
and its cash ows because loan interest rates are mainly xed. 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 xed 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 nancial 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
1,977
Non-current
Loans receivable - Related parties
5.00
2,499
2,499
1,977
2,499
4,476
5.00
2,642
2,642
5.00
3,455
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 nancial liabilities as at 31 December and the periods in which those
liabilities mature or re-price were as follows:
Consolidated 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
568
1.93
5,694
5,694
2.11
2,500
2,500
Non-current
Loans payable - Financial institutions
2.92
Total
600
600
8,762
600
9,362
2009
Current
Bank overdrafts
2.50
655
655
1.70
5,063
5,063
4.59
3,765
3,765
2.11
2,500
2,500
9,483
2,500
11,983
Non-current
Loans payable - Financial institutions
Total
190
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
5,000
2.11
2,500
2,500
5.00
5,955
5,955
5.00
10,403
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
3,100
4.59
3,765
3,765
5.00
7,259
7,259
2.11
2,500
2,500
5.00
9,743
9,743
14,124
12,243
26,367
Non-current
Total
2010
Separate
financial statements
2009
2010
2009
(in million Baht)
28
69
191
Consolidated
financial statements
Note
2010
Separate
financial statements
2009
2010
2009
(in million Baht)
(7)
(7)
(9)
(18)
16
47
(6)
(749)
(899)
(4)
(3)
Gross exposure
(737)
(861)
652
769
Net exposure
(85)
(92)
(56)
(109)
(21)
(5)
Euro
Trade accounts payable
18
(77)
(114)
(813)
(773)
(718)
(65)
(1,608)
(952)
1,352
778
(256)
(174)
(4)
(47)
(1)
(4)
(46)
(119)
(51)
(52)
(67)
(3)
(178)
(164)
177
152
(1)
(12)
(225)
(122)
Gross exposure
Forwards to buy foreign currency
Net exposure
Great Britain Pound
Cash and cash equivalents
18
(225)
(122)
(1,094)
(495)
Gross exposure
(1,319)
(617)
773
(546)
(617)
192
Consolidated
financial statements
Note
2010
Separate
financial statements
2009
2010
2009
(in million Baht)
273
30
273
31
(253)
(253)
19
(14)
(512)
(65)
(332)
(512)
203
512
(129)
(2)
(1)
(1)
(1)
(2)
(1)
(1)
(1)
(2)
(2)
(3)
(1)
(1)
Credit risk
Credit risk is the potential nancial loss resulting from the failure of a customer or counterparty to settle its nancial 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 signicant
concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each nancial
asset in the balance sheet. However, due to the large number of parties comprising the Groups 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 nance the Groups operations and to mitigate the effects of uctuations in cash ows.
Determination of fair values
A number of the Groups accounting policies and disclosures require the determination of fair value, for both nancial
and non-nancial 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 arms 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 specic 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 xed.
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
nancial statements
2009
(in million)
2010
2009
Currency forwards
Assets
-
0.09
Euro
34
16
1,348
773
17
18
788
942
Australia Dollars
25
753
22
23
658
768
542
1,399
201
508
3,748
2,991
Singapore Dollars
Liabilities
Japanese Yen
Total
194
Separate
nancial 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
348
294
10
300
227
11
19
25
667
546
17
17
3,831
3,050
(2)
2,777
2,218
1,386
1,454
234
245
801
552
560
527
11
327
472
191
284
Bank guarantees
191
175
37
47
10,067
8,735
277
306
After ve years
Total
Other commitments
Other agreements
Total
195
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 notication 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 notication 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 specied 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 llings line with a local company, whereby the subsidiary agreed to buy the raw material
at category and price specied in the terms and conditions of the agreement. The agreement has been effective until 31
August 2010 unless the counterparties agree otherwise.
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 Companys 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.
197
TFRS
Topic
Year
effective
2011
Inventories
2011
2011
2011
2011
Construction Contracts
2011
TAS 12
Income taxes
2013
2011
Leases
2011
Revenue
2011
TAS 19
Employee Benets
2011
2013
Borrowing Costs
2011
2011
2011
Investments in Associates
2011
2011
2011
Impairment of Assets
2011
2011
Intangible Assets
2011
Investment Property
2011
Business Combinations
2011
Management expects to adopt and apply these new and revised TFRS in accordance with the FAPs announcement and
has made a preliminary assessment of the potential initial impact on the consolidated and separate nancial statements
of those new and revised TFRS assessed to have the greatest potential impact on the nancial 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 signicant 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 nancial 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 nancial statements of 2010 or prior years. Management is currently
reviewing the impact on the nancial statements of introducing the revised TAS 16 from 1 January 2011.
198
retrospectively;
(ii)
(iii)
(iiii)
Management has determined that the transitional liability as at 1 January 2011 for post-employment benets 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 specically 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 nancial 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 prots 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 benet will be realised. Management is currently reviewing the impact on the nancial
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 classied 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 classied 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 prot 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 nancial
statements of introducing the revised TAS 40 from 1 January 2011.
200
2009
(in million Baht)
10,721
10,643
30
19
(336)
(67)
(25)
(88)
10,390
10,507
Consolidated
total equity
2010
2009
(in million Baht)
58,228
56,444
(321)
(351)
(1,052)
(706)
(83)
(59)
(47)
(47)
102
102
56,827
55,383
Under IFRS
201
INTERESTED PERSONS
TRANSACTIONS
Audited results for year ended 31 December 2010
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S$100,000*)
%DKW
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Cost of sales
202
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S$100,000*)
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Other expenses
Purchase of assets
** 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 Companys 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 specied classes of the Companys interested persons (the Interested Person Transactions), provided
that such transactions are entered into on an arms 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 Companys annual reports for the nancial 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 benets 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 conrms that:-
204
(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 sufcient 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
nancial 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 efciency 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
conrm, 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.
205
206
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.
208
(g) lease or sub-lease to interested persons of ofce 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
arms 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 arms length basis and on normal
commercial terms consistent with our Groups 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, specication compliance, track record, experience and expertise, preferential rates, discounts or
rebates offered for bulk purchases, will be taken into consideration.
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
A chairman
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, specications 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.
210
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
A chairman
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 Groups pricing for these products and services will be determined in accordance with the Groups
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, specications, 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 Groups 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
A chairman
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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 nancial 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 identication 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 Ofcer 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 Ofcer 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 Companys 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 nancial 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 sufcient 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 Committees 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
(1)
(2)
(4)
(5)
(6)
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
214
215
Business Contact
Company Name
Address
Remark
Telephone
Fax
Factory 1
Factory 2
Factory
Brewery Group
1.
2.
3.
4.
Factory
Factory
Factory
Distillery Group
1.
2.
3.
Factory
Factory
4.
216
Business Contact
Company Name
Address
Remark
Telephone
5.
6.
Fax
Factory
Factory
Factory
7.
8.
9.
Factory
Factory
Factory
Factory
Factory
Factory
Factory
Factory
217
Business Contact
Company Name
Address
Remark
Telephone
Fax
56 Sukhaphibal Road
Tambon Nakhon Chai Si
Amphoe Nakhon Chai Si
Nakhon Pathom 73120
Sales Group
Beer Group
1.
40/53 Moo 3
Talad Bangkhen Sub-District
Laksi District, Bangkok 10210
2.
3.
4.
5.
6.
7.
8.
40/53 Moo 3
Talad Bangkhen Sub-District
Laksi District, Bangkok 10210
2.
3.
Factory
Factory
218
Business Contact
Company Name
Address
Remark
Telephone
Fax
4.
5.
6.
7.
8.
2.
3.
4.
5.
Marketing Group
1.
2.
Dormant
3.
Dormant
4.
219
Business Contact
Company Name
Address
Remark
Telephone
Fax
2.
3.
4.
5.
6.
7.
8.
9.
2.
14 Sangsom Building
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
3.
4.
9 Ramkhamhaeng Road
Suan Luang Sub-District
Suan Luang District, Bangkok 10250
5.
6.
Trademark Group
1.
2.
Factory
220
Business Contact
Company Name
Address
Remark
Telephone
Fax
3.
4.
Dormant
Others
1.
2.
Dormant
3.
Dormant
4.
Dormant
Overseas Group*
1.
2.
3.
4.
5.
6.
7.
8.
9.
221
Business Contact
Company Name
Address
Remark
Telephone
Fax
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
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
Legal Advisor
Weerawong, Chinnavat & Peangpanor Ltd.
22nd oor, Mercury Tower
540 Ploenchit Road
Lumpini, Pathumwan
Bangkok 10330
Compliance Advisor
Allen & Overy LLP
24 Rafes Place
#22-00 Clifford Centre
Singapore 048621
222