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Contents

3 / Investor Information

4 / Financial Highlights

8 / Message from the Chairman

10 / CEO Talk
12 / Board of Directors
14 / Executive Committee & Management Committee
16 / Profile of Directors & Key Management
28 / Product Portfolio
38 / Sustainability Report
46 / Awards
52 / Shareholding Structure
54 / Report of the Board of Directors
66 / Organization Structure
70 / Operating and Financial Review
92 / Our People Our Success
94 / Credit Rating Announcement
95 / Corporate Governance Report
108 / Audit Committee Report
109 / Audit Report of Certified Public Accountant
110 / Financial Statements
214 / Interested Persons Transactions Report
230 / Announcements to SGX in 2011
231 / General Corporate Information

Annual Report
2011

Thai Beverage
Public
Company
Limited

Investor Information
Thai Beverage Public Company Limited is listed on
the Singapore Exchange (SGX) main board.

SGX Ticker / THBEV


Reuters / tbev.si
Bloomberg / thbev sp
Yahoo Finance / Y92.SI

ThaiBevs Stock Performance

Fiscal year ends


December 31
External Auditor
KPMG Phoomchai Audit Ltd.
Dividend Policy
Not less than 50% of net profit
after deducting all appropriated
reserves and investments
Share price *
2011 High S$ 0.30
2011 Low S$ 0.24

Share Price
(S$)
0.35

* Data from January 3, 2011


to December 30, 2011
SET Rebased

0.30

ThaiBev Close

0.25

STI Rebased

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

2011

ThaiBevs Monthly Volume

Investor Relations Contact


Investor Relations Department
Thai Beverage Public Company Limited
14 Vibhavadi Rangsit Rd., Chomphon
Chatuchak, Bangkok 10900 THAILAND
Corporate website:
www.thaibev.com
IR website:
www.thaibev.com/ir.html
E-mail:
ir@thaibev.com
Investor Relations Team:
Panya Thongchai
Head of Investor Relations
Tel:
+662 785 5035
Fax:
+662 272 3026
E-mail: panya.t@thaibev.com

Vol.
(M Shares)
300

Namfon
Investor
Tel:
Fax:
E-mail:

250

200

Aungsutornrungsi
Relations Manager
+662 785 5037
+662 272 3026
namfon.a@thaibev.com

Kamolrat Lapumnuaypon
Investor Relations Officer
Tel:
+662 785 5036
Fax:
+662 272 3026
E-mail: kamolrat.l@thaibev.com

150

100

50

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

2011

Tiranan Kittipong
Investor Relations Officer
Tel:
+662 785 5281
Fax:
+662 272 3026
E-mail: tiranan.k@thaibev.com
/3

/
Financial
Highlights

Financial Highlights

2011

Restated*
2010

Revenue from sales

132,187

120,472

Total revenues

132,754

120,837

Cost of sales

97,342

89,825

Gross profit

34,845

30,647

Operating profit

17,339

14,699

EBIT

17,906

15,064

Net profit

11,984

10,659

3,331

4,492

21,237

19,556

Current assets

46,270

35,189

Non-current assets

53,622

41,844

Total assets

99,892

77,033

Current liabilities

21,310

18,368

Non-current liabilities

15,065

1,785

Total liabilities

36,375

20,153

Shareholders equity

63,517

56,880

Total liabilities and shareholders equity

99,892

77,033

Statements of Income ( Mil.Baht )

Depreciation and amortisation


EBITDA

Statements of Financial Position ( Mil.Baht )

Liquidity Ratio

/4

Current Ratio

times

2.17

1.92

Quick Ratio

times

0.69

0.44

Average Collection Period

days

7.65

6.02

Average Inventory Period

days

110.23

108.37

Average Payable Period

days

16.98

14.01

Cash Cycle

days

100.90

100.38

Annual Report
2011

Thai Beverage
Public
Company
Limited

2011

Restated*
2010

Profitability Ratio
Gross Profit Margin

26.36

25.44

EBITDA Margin

16.07

16.23

EBIT Margin

13.55

12.50

Operating Cash Flows to Operating Profit Ratio

70.63

103.49

Net Profit Margin

9.07

8.85

Return on Equity

19.91

18.81

Return on Assets

13.55

13.83

Return on Fixed Assets

30.81

29.26

times

1.49

1.56

Debt to Equity Ratio

times

0.57

0.35

Interest Bearing Debt to Equity Ratio

times

0.29

0.16

Interest Bearing Debt to EBITDA Ratio

times

0.86

0.48

Interest Coverage Ratio

times

46.70

75.59

77.15

83.30

Efficiency Ratio

Total Assets Turnover

Leverage Ratio

Dividend Payout Ratio


* Restated with new and revised Thai Financial Reporting Standards

/5

/
Financial
Highlights

Total Sales Revenue

2010

120.5

Billion Baht

132.2
2011

From
From
Food Non-Alcohol
Beverage

/6

From
Beer

25

Billion Baht

64

From
Spirits

Annual Report
2011

Thai Beverage
Public
Company
Limited

Million Liters

Sales Volume
Spirits

552

2011

520

2010
Beer

2011

613
651

2010

Non-Alcohol Beverage

519

2011*
2010

348

* Remark: Sales volume of the Non-Alcohol beverage from the 4th quarter of 2011 onwards (after the acquisition of
Serm Suk Public Company Limited (Serm Suk)) includes sales volume of products under brands owned by Serm Suk.

/7

Annual Report
2011

Thai Beverage
Public
Company
Limited

Message from the Chairman


Dear Shareholders,
2011 was a challenging year for ThaiBev in several aspects.
The Thai economy grew at a slower pace following the
decelerating global economies. In addition, the latter part of
2011, most of Thailand regions including the outlying areas of
central business district (CBD) of Bangkok were confronted
with its worst floods in 50 years. The flood caused damages
and disrupted many businesses production and distribution
capability, resulting in dampened public consumption and
private sector investments. Not spared by the floods,
ThaiBev were also affected by this natural disaster, especially
our production facilities in the central region. Although we
managed to protect our distilleries and breweries, production
and distribution process to a great extent were hindered.
Our Oishi beverages and central kitchen production facilities
were severely affected. Nevertheless, with ThaiBevs prudent
planning and risk mitigation management on natural disasters,
including the insurance policy to hedge such risks, we were
entitled to compensation from such damages. We coped
and swiftly dealt with the worsening floods to ensure the
continuity of production and distribution, especially for
drinking waterthe essential necessity for flood victims which
became scarce as the crisis evolved. Concurrently, ThaiBev
proactively provided relief efforts to our flood-affected
employees and people living in the hardest hit communities.
Despite macro-economic, geo-political, social and
environmental impacts, and other challenges beyond our
control, ThaiBev strode ahead steadily with efficient business
plans and dedication from our staff. I am proud to report that
ThaiBev continues to deliver a resilient financial performance,
with satisfactory sales growth, especially from our alcohol
beverage portfolio, driven by robust consumption. Emphasis
are towards our long established brands like Hong Thong and
introduction of various new products in the non-alcohol
beverage segment to stay ahead of the changing trends of
consumers demand. At the same time, we continue to expand
our product consumer base. In late 2011, we launched a
quality beer under the brand Chang Export, formulated to win
the hearts of drinkers who prefer lower degree alcohol beer,
which received encouraging feedbacks. On overseas front, our
international business saw continuously satisfactory growth,
helping to boost our brand awareness in new markets and
diversifying our business geographically.
Strengthening our position in the non-alcohol beverage
portfolio is among our key strategies to become one of the
leading beverage companies in the region. We have

continuously launched new products as an extension to


capture different demographics. I am delighted to welcome
Serm Suk Public Company Limited, the leading domestic
manufacturer and distributor of non-alcohol beverages, to
ThaiBev family in 2011. This addition to ThaiBev will enhance
our logistics business in respect of distribution capability,
especially in the non-alcohol beverage operations.
ThaiBev has declared dividend payments on a continuous
basis, since our listing on the Main Board of the Singapore
Exchange Securities Trading Limited in 2006. For the 2011
operating results, the Company declared an interim dividend
payment of Baht 0.15 per share in September 2011.
In addition, the Board of Directors of the Company shall
propose to the 2012 Annual General Meeting of Shareholders
to approve the payment of dividend of Baht 0.22 per share.
In case the proposed dividend payment is approved, the total
dividend payment from the 2011 operating results will be
totaling Baht 9,290,709,250 or Baht 0.37 per share.
This reflects the Company as a stable investment. ThaiBev
has been able to pay dividends to shareholders in these times
of uncertainty. I believe that ThaiBev will continue to move
forward with business and financial stability, even in uncertain
times ahead, and the Company will continue to deliver
satisfactory performance and returns for shareholders.
I would like to thank our Board of Directors for their support
and guidance through the years. ThaiBev has strived to adhere
to the highest standards and the best practices of corporate
governance and this will continue to be our focus in the
coming years. I would also like to thank our management team
and staff who have shown dedication and commitment to
overcome the challenges we have experienced over the past
year. Our people are key drivers of our success and I believe
that it is because of their hard work and determination to
excel that ThaiBev was able to achieve positive results in
2011 and years to come.
On behalf of the Board of Directors and the Management
team of ThaiBev, I would like to convey our thanks for your
loyalty and belief in the long-term growth of our Company.

Charoen Sirivadhanabhakdi
Chairman of the Board

/9

CEO Talk
Dear Shareholders,
2011 was an eventful year for Thailand, growth of Thai
business sector to some extent was held back by several
challenges. One that stands out is the instability of global
economy. On the domestic front, Thailand suffered through its
worst flood in decades during the latter part of 2011. Many
Thai business sectors were severely impacted by the flood
situation. For ThaiBev, we prepared and dealt with the
circumstances by forming related committees and working
groups to oversee key operations in order to ensure business
continuity, to provide morale support and assistance to our
employees as well as extending our support to the general
public who are affected by the ordeal, and to prepare for the
post-flood recovery plan. Moreover, ThaiBev joined hand with
the leading Thai corporations in a campaign called Power of
Thai Project. The main purpose of the project is to raise funds
to provide financial support and restoration in relation to
education for children after the flood.
ThaiBev businesses were no exception; some of our operations
were affected and damaged by the flood. We however managed
to minimize the severity, among which was that we rechanneled
our product distribution. We resorted to optimizing our
extensive and flexible distribution networks by altering the
delivery routes to ensure that our products reached
consumers, amidst the crisis. Our sales teams were relocated
to unaffected zones in order to maintain on-going support and
sales continuity as well as to compensate for loss of sales in
the flooded zones. Even though these efforts added higher
distribution cost for a short period, we successfully maintained
the sales volume and minimized the relevant impact.
ThaiBev overcame many constraints and delivered a total sales
of Baht 132,186 million or an increase of 9.7 percent in 2011
while our net profit saw growth of 12.4 percent, when compared
to 2010. The net profit rose as a result of the healthy growth
of the domestic spirits business as we continuously catered
products which answered to demands of consumers, both in
terms of taste and price. 2011 also marked the launch of the
newest member of the Chang family called Chang Export,
introduced in late 2011 to fulfill the demand of drinkers who
prefer lighter beer with lower alcohol degree.
Our non-alcohol business also made significant progress in
2011. We continued to venture into and expanded our
non-alcohol segment through the launch of innovative
products; for example, green tea mixed with soda water
Chakulza aimed to penetrate the carbonated soft drink
market, Fruito, green tea mixed with fruit flavors our
step further into the fruit juice market. These reflected our
unending product development to secure and strengthen our
market position as leader of green tea drinks as well as to
expand our consumer base. A major milestone for the nonalcohol business in 2011 was the acquisition of Serm Suk
Public Company Limited (Serm Suk) from PepsiCo Group.
By combining Serm Suks strong distribution network and
ours, ThaiBev gains greater and more extensive access to
consumers, especially for the non-alcohol portfolio.
Our international business performance continues to grow in
all markets. 2011 saw growth of 25 percent, with the key

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contributors being Chang Beer and our single malt whisky


portfolio produced by our Scotch distilleries. I am proud to
share with you that our Chang Beer was awarded the Asias
Best Premium Lager at the World Beer Awards 2011.
In addition, our single malt whisky brand, Old Pulteney
21 Year Old was honored as the World Whisky of the Year
by the internationally recognized 2012 edition of Jim Murrays
Whisky Bible Guide. ThaiBev continues to focus on
strengthening presence in the global markets and proceed with
the prudent investment plan in order to prepare for the ASEAN
Free Trade Agreement (AFTA), with keen interests in the
expanding economies that present high growth opportunities
namely, Vietnam with its healthy economic growth, and
Myanmar on the dawn of social reforms.
In 2012, the Thai economy may experience a discernible
slowdown in the early part of the year due to the lingering
effects of the flood. But on a positive note, the economy is
expected to gradually recover both in the production and
industrial sectors. In addition, post-flood reconstruction
spending by households and public sectors should fuel the
economic recovery. Key factors to improve 2012s economy
are the governments measures to reinstate confidence of
investors and business operators, especially those related to
water resource management and measures to stimulate
domestic spending. Nevertheless, external factors, particularly
the European debt issue, could once again impact the world
economy as well as the Thai export sector. As for ThaiBev,
we will continue to maintain our focus, that is to accelerate
growth of our brands and internal development in order to
achieve sustainable returns.
Apart from our focus on the business growth, ThaiBev continues
to emphasize the importance of quality work force, which forms
a solid foundation for us to flourish in every aspect. With our
aspiration, we groom and foster further progress of our people,
especially in respect of knowledge, skills, and expertise. At the
same time, we have instilled a corporate culture that will
nurture our staff to live up to THAIBEV corporate core values,
which consist of Team Spirit, Heart, Accountability,
Initiative, Be Best, Be Bold, Be Bright, Efficiency, and
Virtue, all of which shall pave the way to development of
our people and quality growth of the Company.
Lastly, I would like to express my gratitude and appreciation
to the Board of Directors for their valuable opinions and
recommendations. In addition, I would like to thank our
management team and staff for their determination and devotion.
I would also like to take this opportunity to convey my
appreciation to our shareholders for your vote of confidence.
Your kind encouragement has been inspirational and the
driving forces that elevated our success in 2011. As we plan
for future growth, I look forward to your continuing support.

Thapana Sirivadhanabhakdi
President and CEO

/
Board of
Directors

Board of Directors

/ 12

10

Annual Report
2011

Thai Beverage
Public
Company
Limited

1 / Mr. Charoen Sirivadhanabhakdi


Chairman

9 / Mr. Ng Tat Pun


Independent Director and
Audit Committee Member

17 / Mr. Sawat Sopa


Director and Executive Vice President

2 / Khunying Wanna Sirivadhanabhakdi


18 / Mr. Ueychai Tantha-Obhas
10 / Mr. Michael Lau Hwai Keong
Vice Chairman
Director and Executive Vice President
Independent Director
3 / Mr. Narong Srisa-an
19 / Mr. Sithichai Chaikriangkrai
11 / Prof. Pornchai Matangkasombut
Vice Chairman
Director and Executive Vice President
Independent Director
20 / Dr. Pisanu Vichiensanth
4 / Mr. Komen Tantiwiwatthanaphan
12 / Mr. Sakthip Krairiksh
Vice Chairman
Director and Senior Vice President
Independent Director
5 / Mr. Puchchong Chandhanakij
13 / Gen. Dr. Choo-Chat Kambhu Na Ayudhya
Director
Independent Director
6 / Ms. Kanoknart Rangsithienchai
14 / Mr. Vivat Tejapaibul
Director
Director
7 / Prof. Kanung Luchai
Independent Director and
15 / Mr. Panote Sirivadhanabhakdi
Ms. Vaewmanee Soponpinij
Audit Committee Member
Director
Company Secretary / Secretary to the Board
8 / Mr. Manu Leopairote
Independent Director and
Audit Committee Member

16 / Mr. Thapana Sirivadhanabhakdi


President and CEO

Ms. Nantika Ninvoraskul


Assistant Secretary to the Board

11

12

13

14

15

16

17

18

19

20

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/
Executive
Committee

Executive Committee

10

11

12

13

14

15

16

17

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Annual Report
2011

Thai Beverage
Public
Company
Limited

Executive Committee
1 / Mr. Charoen Sirivadhanabhakdi
Executive Chairman

7 / Mr. Thapana Sirivadhanabhakdi


President and CEO

13 / Mr. Karn Chitaravimol


Senior Vice President

2 / Khunying Wanna Sirivadhanabhakdi


1st Executive Vice Chairman

8 / Mr. Sawat Sopa


Director and Executive Vice President

14 / Mr. Matthew Kichodhan


Senior Vice President

3 / Mr. Narong Srisa-an


2nd Executive Vice Chairman

9 / Mr. Ueychai Tantha-Obhas


Director and Executive Vice President

15 / Mr. Jean Lebreton


Senior Vice President

4 / Mr. Komen Tantiwiwatthanaphan


3rd Executive Vice Chairman

10 / Mr. Sithichai Chaikriangkrai


Director and Executive Vice President

16 / Mr. Polapatr Suvarnazorn


Senior Vice President

5 / Mr. Puchchong Chandhanakij


4th Executive Vice Chairman

11 / Dr. Pisanu Vichiensanth


Director and Senior Vice President

17 / Mr. Marut Buranasetkul


Senior Vice President

6 / Ms. Kanoknart Rangsithienchai


5th Executive Vice Chairman

12 / Mr. Vichai Chaiyavaranurak


Senior Vice President

Management Committee
1 / Mr. Thapana Sirivadhanabhakdi
President and CEO
Marketing

5 / Dr. Pisanu Vichiensanth


Director and Senior Vice President
Beer Production

9 / Mr. Jean Lebreton


Senior Vice President
Strategy

2 / Mr. Sawat Sopa


Director and Executive Vice President
Spirit Production

6 / Mr. Vichai Chaiyavaranurak


Senior Vice President
Related Business

10 / Mr. Polapatr Suvarnazorn


Senior Vice President
General Affairs

3 / Mr. Ueychai Tantha-Obhas


Director and Executive Vice President
Sales

7 / Mr. Karn Chitaravimol


Senior Vice President
Non-Alcohol Production

11 / Mr. Marut Buranasetkul


Senior Vice President
Corporate Services

4 / Mr. Sithichai Chaikriangkrai


Director and Executive Vice President
Finance

8 / Mr. Matthew Kichodhan


Senior Vice President
International Business

/ 15

/
Profile of Directors &
Key Management

Profile of Directors & Key Management


Mr. Charoen Sirivadhanabhakdi was
appointed Chairman of the Board of
Directors of Thai Beverage Public
Company Limited in 2003. He has been
the Chairman of Beer Thai (1991) Public
Company Limited since 2001, the
Chairman of the Red Bull Distillery Group
of Companies since 2004, the Chairman
of TCC Land Co., Ltd. since 2002, the
Chairman of Berli Jucker Public Company
Limited since 2001 and the Chairman of
South East Group Co., Ltd. since 1997.
In addition, he has been the Chairman of
TCC Holding Co., Ltd. since 1987.
Mr. Charoen holds an Honorary Doctoral
Degree in Agricultural Business
Administration from Maejo Institute of
Agricultural Technology, an Honorary
Doctoral Degree in Industrial Technology
from Chandrakasem Rajabhat University,

Khunying Wanna Sirivadhanabhakdi was


appointed Vice Chairperson of the Board
of Directors in 2003. She has been the
Chairperson of Beer Thip Brewery (1991)
Co., Ltd. and the Sangsom Group of
Companies since 2004. She has also
been the Vice Chairperson of TCC Capital
Land Limited since 2003, the Vice
Chairperson of Berli Jucker Public
Company Limited since 2001 and the
Vice Chairperson of the Executive Board
of TCC Holding Co., Ltd. since 1972.
Khunying Wanna holds an Honorary
Doctoral Degree in Bio-technology
from Ramkhamhaeng University, an
Honorary Doctoral Degree in Business
Administration from Maejo Institute of
Agricultural Technology, an Honorary
Doctoral Degree in Business
Administration from Chiang Mai
University and an Honorary Doctoral of
Philosophy Degree in Social Sciences

/ 16

an Honorary Doctoral Degree in


Management from Huachiew
Chalermprakiet University, an Honorary
Doctoral Degree in Business
Administration from Eastern Asia
University, an Honorary Doctoral of
Philosophy Degree in Business
Administration from Mae Fah Luang
University, and an Honorary Doctoral
Degree in Management from Rajamangala
University of Technology Suvarnabhumi.
Mr. Charoen has received following Royal
decorations, the Knight Grand Cordon
(Special Class) of the Most Exalted Order
of the White Elephant, Knight Grand
Cordon (Special Class) of the Most Noble
Order of the Crown of Thailand, the
Knight Grand Cross (First Class) of the
Most Admirable Order of the
Diredgunabhorn and the Knight Grand

Mr. Charoen Sirivadhanabhakdi


Chairman / Executive Chairman

Commander (Second Class, Higher Grade)


of the Most Illustrious Order of Chula
Chom Klao. He was also awarded
Diamond Commerce Award from
Ministry of Commerce.

from Mae Fah Luang University.


On the social activity side, she is the Vice
Chairperson of the Bhumirajanagarindra
Kidney Institute Foundation, a Director of
the Siriraj Foundation, a Director of
Ramathibodi Foundation, a Director of
the Crown Prince Hospital Foundation,
a Director of the Kidney Foundation of
Thailand, a Director of the Elephant
Reintroduction Foundation, a Director of
the Committee for Recruitment and
Promotion of Voluntary Blood Donors of
the Thai Red Cross Society, and a
Director of the Sala Chalermkrung
Foundation.
Khunying Wanna received numerous
Royal Thai decorations, such as the
Knight Grand Cordon (Special Class) of
the Most Exalted Order of the White
Elephant (Ladies), the Knight Grand
Cordon (First Class) of the Most Noble

Khunying Wanna Sirivadhanabhakdi


Vice Chairman /
1st Executive Vice Chairman

Order of the Crown of Thailand (Ladies),


the Knight Commander (Second Class,
Lower Grade) of the Most Illustrious
Order of Chula Chom Klao and the Knight
Grand Cross (First Class) of the Most
Admirable Order of the Diredgunabhorn.

Annual Report
2011

Thai Beverage
Public
Company
Limited

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 and was an Independent
Director of True Corporation Public
Company Limited. He also holds

directorships in several public companies


in Thailand, including Chairman of
Oishi Group Public Company Limited,
and Chairman of Double A (1991) Public
Company Limited (Previously, Advance
Agro 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 Certificate 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.

Mr. Narong Srisa-an

Vice Chairman / 2nd Executive Vice Chairman

Mr. Komen Tantiwiwatthanaphan

Vice Chairman / 3rd Executive Vice Chairman

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

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/
Profile of Directors &
Key Management

Ms. Kanoknart Rangsithienchai was


appointed as an Executive Vice Chairman of
the Company in May 2010. Prior to this
appointment, she was the Director and
Executive Vice President since 2003.
She has extensive experience in finance and
accounting. Before joining the Company,
she had been the Executive Vice President
of the Sangsom Group of Companies from
2000 to 2003, and the Vice President of
the Office of Controller, Surathip Group of

Companies from 1983 to 1999.


From 1975 to 1982, she served as the
Accounting Manager of the T.C.C. Group of
Companies and as an accountant at J&JHO
Co., Ltd., from 1970 to 1975.
She holds a Bachelor of Accounting from
Thammasat University and has completed
the Director Accreditation Program with
the Thai Institute of Directors.

Ms. Kanoknart Rangsithienchai

Director / 5th Executive Vice Chairman

Prof. Kanung Luchai was appointed an


Independent Director in 2004. He has
wide-ranging experiences in the public
sector and legal business, having worked as
Junior and Senior Public Prosecutor in the
Department of Public Prosecution from
1946 to 1973 and Director-General of the
Policy and Planning Office of the Ministry
of Interior from 1973 to 1975. He served
as the Deputy Under-Secretary of State for
the Ministry of Interior from 1975 to 1976
and as the Deputy Minister of Interior from
1976 to 1977. He practiced law at
Bangkok International Law Offices Co., Ltd.,
from 1976 to 1985, and at Kanung-Prok
Law Office Co., Ltd., from 1986 to 1992.
He is currently a Director of Kanung &
Partners Law Offices Company Limited
and a Director of Kanung & Partners

/ 18

International Consultancy Company Limited.


He is also a Director of Thailand Iron Works
Public Company Limited and an Independent
Director and an Audit Committee Member
of 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.

Prof. Kanung Luchai

Independent Director and


Audit Committee Member

Annual Report
2011

Thai Beverage
Public
Company
Limited

Mr. Manu Leopairote

Independent Director and


Audit Committee Member

Mr. Ng Tat Pun

Independent Director and


Audit Committee Member

Mr. Michael Lau Hwai Keong


Independent Director

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 DirectorGeneral 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 Singapore, 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. 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.

Mr. Ng Tat Pun was appointed as an


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

Director at JP Morgan 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.

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 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 Arts degree


(Economics and History) from the
University of Singapore.

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.

/ 19

/
Profile of Directors &
Key Management

Prof. Pornchai Matangkasombut was


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

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 and Sports.

/ 20

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.

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.

Prof. Pornchai Matangkasombut


Independent Director

Mr. Sakthip Krairiksh


Independent Director

Annual Report
2011

Thai Beverage
Public
Company
Limited

Gen. Dr. Choo-Chat Kambhu Na Ayudhya


Independent Director

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, including the DirectorGeneral of the Armed Forces Research
Institute of Medical Sciences, an Assistant
Surgeon-General, Deputy Surgeon-General,
Director-General of the Phramongkutklao
Medical Center, Surgeon-General, and
General Special Army Expert and
Consultant. He is a senior surgeon and
physician at the Medical Bureau to the

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.

Royal Court of Thailand.


He received his Diploma in Medicine from
Westf. Wilhelms Universitt zu Munster,
and Doctorate in Medicine from the
Georg-August Universitt zu Goettingen.
He also has a Diploma from the National
Defense College of Thailand (WorRorPorOr
399), a Certificate of Proficiency in
General Surgery from the Royal College
of Surgeons of Thailand and a Diploma
from the Army War College (34). He is a
permanent member of the Royal College
of Surgeons of Thailand, the International
College of Surgeons, and the Medical
Association of Thailand. As for Royal
decorations, he has won the Knight Grand
Commander (Special Class, Higher Grade)
of the Most Illustrious Order of Chula
Chom Klao, Knight Grand Cordon (Special
Class) of the Most Exalted Order of the
White Elephant and Knight Grand Cordon
(First Class) of the Most Noble Order of
the Crown of Thailand.

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

/ 21

/
Profile of Directors &
Key Management

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 President and CEO of Thai
Beverage Public Company Limited in
January 2008. During 2003 2008,
he was the Director and Executive Vice
President of the Company from 2003.
In 2011, he assumed the Executive
Chairman of Oishi Group Public Company
Limited since February 2011 where he
previously served as Vice Chairman of
Oishi Group of Companies from 2006.
Also in October 2011, he was appointed
Vice Chairman of the Serm Suk Public
Company Limited. In addition, he has
held several executive positions in many
leading companies, including senior
executive positions in Beer Thai (1991)
Public Company Limited, Red Bull
Distillery Group of Companies, Berli
Jucker Public Company Limited, South
East Group of Companies, Siam Food
Products Public Company Limited, and
Univentures Public Company Limited.

/ 22

Recognised for leadership in upholding


the highest standards of corporate
governance, in 2011 he was awarded
Asian Corporate Director Recognition
Award from the Corporate Governance
Asia Magazine. Furthermore, in 2011 and
2012, he was conferred Asian Excellence
Recognition Awards: Asias Best CEO
(Investor Relations) from the same
magazine for second consecutive years.
These follow the Asias Best Company
2009, Thailand: Best CEO award by
FinanceAsia in 2009.
He is a graduate of Boston University
with a Bachelor of Business
Administration (Finance) and a Master of
Science Administration in Financial
Economics. He holds an Honorary
Doctoral Degree of Philosophy in General
Management from Ramkhamhaeng
University.

Mr. Thapana Sirivadhanabhakdi


President and CEO

Annual Report
2011

Thai Beverage
Public
Company
Limited

Mr. Sawat Sopa

Director and Executive Vice President

Mr. Ueychai Tantha-Obhas

Director and Executive Vice President

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

Mr. Ueychai Tantha-Obhas was


appointed as a Director and Executive
Vice President in May 2010. Prior to
this appointment, he was the Director
and Senior Vice President of the
Company since July 2005. Before joining
Thai Beverage Public Company Limited,
he was the Chief Executive Officer from
July 1995 to December 2002, and
Managing Director of Riche Monde
(Bangkok) Ltd. from January 1988 to
February 1994, the Managing Director
of Sarin Property Co., Ltd. from March
1994 to June 1995, and the Group

been appointed as Special Commissioner


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

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.
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.

/ 23

/
Profile of Directors &
Key Management

Mr. Sithichai Chaikriangkrai was


appointed a Director and Executive Vice
President in May 2010. Prior to the
appointment, he assumed the position of
Director and Senior Vice President of the
Company since 2003. He joined the
T.C.C. Group in the year 1990. He has
over 30 years of experience in
accounting and finance. He served as a
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.

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

/ 24

He holds a Bachelor of Accountancy


(First Class Honors) from Thammasat
University, and has a Diploma in
Computer Management from
Chulalongkorn University and completed
the Director Certification Program
26/2003 with the Thai Institute of
Directors. He also has a Certificate of
the Mini MBA Leadership Management
from Kasetsart University.
In 2009, he won the Asias Best
Companies 2009, Thailand: Best CFO
Awards from FinanceAsia Magazine.
In 2011 and 2012, he was awarded the
Asian Excellence Recognition Awards:
Asias Best CFO (Investor Relations) from
Corporate Governance Asia Magazine for
the second consecutive years.

Mr. Sithichai Chaikriangkrai


Director and Executive Vice President

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, New Zealand, a Master
Brewer from the Scandinavian School of
Brewing, Denmark and a Bachelor of
Science (Food Science) from Kasetsart
University.

Dr. Pisanu Vichiensanth


Director and Senior Vice President

Annual Report
2011

Thai Beverage
Public
Company
Limited

Mr. Vichai Chaiyavaranurak

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. 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 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.

Senior Vice President

Mr. Karn Chitaravimol


Senior Vice President

He holds a Master Degree in MBA


Marketing from Oklahoma State
University, USA.

/ 25

/
Profile of Directors &
Key Management

Mr. Matthew Kichodhan was appointed as


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

Mr. Jean Lebreton was appointed Senior


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

/ 26

He also holds directorships at various


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

Mr. Matthew Kichodhan


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. Jean Lebreton


Senior Vice President

Annual Report
2011

Thai Beverage
Public
Company
Limited

Mr. Polapatr Suvarnazorn


Senior Vice President

Mr. Marut Buranasetkul


Senior Vice President

Mr. Polapatr Suvarnazorn was appointed


as a Senior Vice President on May 14,
2010 and was appointed as Director and
Executive Director of NCC Group of
Companies in October 2011. From
2003 to 2010, he assumed the position
of Vice President Office of External
Affairs of Thai Beverage Public Company
Limited. Before joining the company,
he was the Executive Vice President
External Affairs of Riche Monde
(Bangkok) Ltd. during 1986 and 2003.
From 1984 to 1986, he held the role of

Mr. Marut Buranasetkul was appointed


as a Senior Vice President on May 14,
2010. In 2008 to 2010, he was the
Vice President Office of the President
of Thai Beverage Public Company
Limited, the Managing Director of
Thai Drinks Co., Ltd., and the Deputy
Managing Director of Thai Beverage
Marketing Co., Ltd. Before joining the
Company, he was the Senior Executive
Vice President (Marketing & Sales) &
Chief Marketing Officer of CAT Telecom
Public Company Limited 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

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 an Account Executive of
Leo Burnett Limited (Thailand).
He holds a Bachelor Degree in Asian
Studies and a Master Degree in Chinese
Philosophy from Auckland University,
New Zealand.

Multimedia Ltd. from 2006 to 2008,


the Marketing Director, Digital Business
of GMM Grammy Entertainment Public
Company 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.

/ 27

/
Product
Portfolio

Product Portfolio
Brandy

Brown Spirits

Meridian

Sangsom
Special Rum

Sangsom
Superior

Mekhong

Sangsom
Similan

/ 28

Blend 285

Sangsom
Premium

Drummer

Blend 285
(1 Litre)

Crown 99

Annual Report
2011

Thai Beverage
Public
Company
Limited

Hong Thong

Mungkorn Thong

White Spirits
Ruang
Khao
28
Degrees

Ruang
Khao
30
Degrees

Ruang
Khao
35
Degrees

Ruang
Khao
40
Degrees

Niyomthai Niyomthai Niyomthai Niyomthai


40
35
30
28
Degrees
Degrees
Degrees
Degrees

Paitong
30
Degrees

Paitong
35
Degrees

White Bear White Bear White Bear


40
35
30
Degrees
Degrees
Degrees

White
Tiger
28
Degrees

White
Tiger
30
Degrees

White
Tiger
35
Degrees

White
Tiger
40
Degrees

Mungkorn
Tajeen
30
Degrees

Mungkorn
Tajeen
35
Degrees

Mungkorn
Tajeen
40
Degrees

/ 29

/
Product
Portfolio

White Spirits
Chaiya

Chao Praya

Hanuman

Chinese Herb Spirits


Sua Dum

/ 30

ChiangChun

Mae Wang

Nagaraj

Phaya Seur

Bangyikhan

Others
Choo Sip Niw

Shinobu Sake

Annual Report
2011

Thai Beverage
Public
Company
Limited

Beer
Chang Classic

Chang Draught

Chang Light

Chang Export

Archa

Federbru

/ 31

/
Product
Portfolio

Non Alcohol Beverage


Chang Drinking Water

Chang
Soda Water
Original

/ 32

Chang
Bitter
Lime-Lemon
Flavored
Soda Water

Crystal Drinking Water

Chang
Apple Mint
Flavored
Soda Water

Chang
Blue Magic
Tonic
Soda Water

Chang
Soda Water

Returnable
bottle

Crystal

Soda Water

Annual Report
2011

Thai Beverage
Public
Company
Limited

Non Alcohol Beverage


Power Plus
(Electrolyte Beverage)

Wrangyer

Ranger (Export)
(Energy Drink)

Fruitnette
(100% Fruit Juice)

/ 33

/
Product
Portfolio

Oishi Beverage
Amino Plus

Oishi Green Tea

Chakulza

/ 34

Fruito

Annual Report
2011

Thai Beverage
Public
Company
Limited

Oishi Chilled & Frozen Foods


Gyoza

Oden

Kani

Sandwiches

Japanese Restaurants / Kiosks

/ 35

/
Product
Portfolio

International Product Portfolio


Thai Brands
Chang Beer

Chang Beer
6 pack

Mekhong

Phraya

Single Malt Scotch Whisky


Old Pulteney
12 year old

Balblair
1965

/ 36

Old Pulteney
17 year old

Old Pulteney
21 year old

Balblair
2001

anCnoc
12 year old

anCnoc
16 year old

Balblair
1991

Balblair
1989

Speyburn
10 year old

Balblair
1978

Speyburn
Bradan Orach

Annual Report
2011

Thai Beverage
Public
Company
Limited

Blended Scotch Whisky


Hankey Bannister
Original

Cattos
Rare Old
Scottish

Hankey Bannister
12 year old
Regency

Cattos
12 year old

Hankey Bannister
21 year old Partners
Reserve

Cattos
25 year old

Drummer

MacArthurs

Chinese Spirits
Yuanjiang
6 year

Vodka

Gin

Kulov

Caorunn

Coldstream

Chinese Wines
Yuanjiang
9 year

Yu Lin Quan Big Classic


9 year

Longevity

Ningbo Pagoda

/ 37

/
Sustainability
Report

Sustainability Report
Thai Beverage Public Company Limited has achieved business growth and expansion
through new products launch and overseas market penetration. As such, the Company
increasingly involved in surrounding elements, including the environment, society, and
stakeholders, such as shareholders, communities around production sites, employees,
customers, and so on. Besides, new technology currently drives numerous changes in
business operations. The industrial competition becomes more intense. Furthermore,
ThaiBev has expanded to the international market. We realize the importance of
sustainable development, and therefore implement the policy to develop Directors,
executives, and all employees in every aspect to ensure that we have a solid foundation
and readiness for competitions and changes, leading to sustainable growth, benefits
and added values for stakeholders, and contribution to the society and environment.

Business Ethics

According to our mission to forge


partnership with our key stakeholders
who are vital to our business in all
aspects comprising customers,
distributors, shareholders, employees,
and society, ThaiBev, including its
Directors, executives, and employees
jointly make decisions, and operate as
per the policies. The responsible units

are designated in order to support


sustainable development; for instance,
the Centre of Excellence was established
to optimize our potential, to add value to
products and services, and to create new
business models to fulfill consumers
demands, and for sustainable growth of
the Company.

In order for a business to grow and


prosper in a sustainable manner and be
accepted in the community, one of the
most important factors is that the
company must conduct its business
ethically. Business Ethics of Thai
Beverage Group consists of four
interrelated parts as follows: Business
Ethics of the Company, Ethics of the
Directors, Ethics of the Executive
Officers, and Ethics of the Employees.

considerations and the scope of morality.


Giving, offering to give, or soliciting,
including receiving or accepting bribes in
any circumstances are not permitted by
the Company.

Thai Beverage Group adheres to


responsibilities to stakeholders
comprising the Company, shareholders,
employees, customers, business
counterparts, the society, the stock
exchange, and complies with the ethical

/ 38

ThaiBev determines to conduct its


business honestly, lawfully, morally, and
ethically. We have a transparent process
of work and adhere to and comply with
the good corporate governance policy.
Therefore, we announce Business Ethics
of Thai Beverage Group to our personnel
of all levels, including Directors,
executives, and employees in order to
ensure that such standards are strictly
adhered to and maintained in a
consistent manner.

Annual Report
2011

Thai Beverage
Public
Company
Limited

Corporate Social Policy

Corporate Social Responsibility

determination i.e. to concentrate on


imposing policies and projects beneficial
for the Thai society, Thai people, Thai
identity, and Power of Thai because we
believe in Thais Give Thais concept.
The Giving activities have been
undisruptedly implemented, both the
planned projects and the ad-hoc projects
to fulfill demands or solve issues at hand
for the society. Our Giving programs
involve the social, educational, public
health, cultural, sports aspects, including
remarkable projects to assist naturaldisaster victims, locally and
internationally, as mentioned below.

ThaiBev supports the Photos of


the Kingdom Contest hosted by
the Royal Photographic Society of
Thailand under the Royal Patronage
of His Majesty the King.

The ThaiBev Safe Driving Program


launches the ThaiBev Safe Driving Manual
to promote careful driving and
minimize road accidents.

Vision, mission, and values of ThaiBev


reflect our goal of sustainable development.
ThaiBev values the concept of a corporate
with business and social accountability
more than focusing on short-term
profitability. Everyone within the
organization including senior executives,
Directors, and employees cooperate in
setting up corporate social policy by
considering the optimal contribution, and
cascading these policies in action plans
continuously deployed by each function.
Conservative concepts are combined with
long-term business strategy development,
driving for excellence in terms of
production, administration, human
resources, and providing support and
accountability for the society and
environment as stated in our mission
in order to achieve harmonious
co-existence among all parties.
In addition to our good corporate
governance, outstanding with
transparency and professionalism,
ThaiBev also carries on our main

ThaiBev Thai Talent program aims


to develop children football skills.

Contributions

Social aspects
ThaiBev implements the projects to
enhance quality of our society and
conserve the nature and environment.
Honoring His Majesty the King
Integrated advertising and public
relations campaigns aiming to
encourage people to commit good
deeds in coherent with His Majesty

/ 39

/
Sustainability
Report

ThaiBev, including its employees jointly


plant vegetables and rice in association with
local schools for cultivation of sufficiency
values among Thai youths.

the Kings For Benefit and


Happiness solemn promise to Thais,
for example, to sponsor the Photos of
the Kingdom Contest, and to arrange
Fathers Day activities.
Quality of life of local people
The social contribution project titled
ThaiBev Safe Driving Program based
on the concept of Careful Driving;
Caring for Companions is carried out,
including the launch of Manual on
ThaiBev Safe Driving Program and
taxi media campaign to remind drivers
of careful driving and minimize road
accidents, as well as to continue
cooperation with authority on
drink-dont-drive program.
ThaiBev Thai Talent program aims to
support Thai youths talented in sports
and arts to develop their talents and
enter into international competitions.
Sponsorship for the charity project
Bull Charge hosted by Singapore
Stock Exchange in order to make
donations for charity organizations

/ 40

Scholarship for Children


of ThaiBev Family Program

for the disabled and underprivileged


in Singapore.

Environmental conservation
Sponsorship for the Community
Water Resources Management under
the Royal Initiative project to fight
against drought and to increase
agricultural fertility that leads to
sustainable prosperity of the
community.
Support for the Elephant Reintroduction
Foundation to reintroduce the
elephants back to their natural habitat.
Education
ThaiBev adheres to the principle that
sound education holds the key to a solid
foundation of the Thai society in the long
run. Therefore, we provide educational
support for a sustainable future.
ThaiBev provides scholarships for
those with academic excellence,
financial aid for building construction,
educational and teaching materials,
for general individuals and for the

ThaiBev supports Global Heart Surgery


A Tribute to His Majesty the King
of Thailand on the Occasion of
His 84th Birthday Anniversary.

children of our staff, including support


for educational projects to enhance
the potential of talented students.
Public health
ThaiBev deeply cares about the health of
underprivileged people in remote and rural
parts of the country. We provide constant
support in forms of funds and operations
related to public health as follows.
ThaiBev takes a team of reputable
physicians to give free medical
checkups and treatments at Chang
Clinic, offering free-of-charge medical
services for local people in the premise
of Beer Thai (1991) Co., Ltd. in
Kamphaeng Phet province.
ThaiBev donates medical equipment
and tools to the Princess Mothers
Medical Volunteer Foundation
(PMMV).
We sponsor the mobile unit of
prosthetic limbs of
Mahavachiralongkorn Foundation.

Annual Report
2011

Thai Beverage
Public
Company
Limited

ThaiBev supports
The White Elephant Art Award; providing
an arena for creativity to encourage
youths with artistic talent to enter their
artworks in an international level.

ThaiBev donates and supports


Bhumirajanagarindra Kidney Institute
Foundation such as seminars and
building the kidney hospital.
Cultural aspects
ThaiBev preserves Thai culture and
variety of arts, such as fine arts,
sculpture, photography, Thai traditional
music, international music, and so on.
We sponsor the Photos of the
Kingdom Contest for the prestigious
trophies of His Majesty the King and
the Royal Family hosted by the
Royal Photographic Society of
Thailand under the Royal Patronage
of His Majesty the King.
ThaiBev supports an orchestra of the
College of Music, Mahidol University,
in order to develop the music potential
of youth comparable to the
international level.
ThaiBev supports The White Elephant
Art Award; providing an arena for
creativity to encourage youths with

ThaiBev provides various sports associations


with continuous supports, and particularly the
Thailands womens national volleyball team
showed an outstanding performance on
an international level.

artistic talent to enter their artworks,


and to disseminate knowledge to the
public and understanding of
contemporary art for the general
public at large.
Sports
Sports contribute to good quality of life
and healthy condition of people as well as
usefully spent leisure time of youths;
therefore, ThaiBev provides various
sports associations with continuous
supports namely, funding, consultation,
and operation, including supporting major
sports events. Also, we provide sports
training for children in order to develop
and encourage their sports spirit.
Sponsorship for Everton Football Club
in British Premier League, and various
football clubs in Thailand Premier
League.
The establishment of the
ThaiBev Football Academy (TBFA)
in association with Everton Football
Club, which aims to develop children
football skills, and will soon expand its

ThaiBevUnites to Fight the Cold,


the longstanding project, carried out for
12 consecutive years, to provide blankets
to villagers in remote areas as a relief
from the harsh cold season.

operation to serve more children from


several communities in Bangkok.
Support for various sports
associations of Thailand, such as
football, volleyball, billiards, tennis,
and particularly this year, the Thailand
womens national volleyball team
showed an outstanding performance
on an international level.
Annual contribution
ThaiBev Unites to Fight the Cold,
the longstanding project, carried out
for 12 consecutive years, to provide
200,000 blankets each year to
villagers in remote areas as a relief
from the harsh cold season. By 2011,
over 2,400,000 persons were
provided with the blankets.
Assistance for natural-disaster victims
Presently, natural disasters have become
severe in several areas causing losses
and extensive impacts on both local and
overseas people; for example, the
earthquake and tsunami in Japan in early
2011, and the flooding disaster in

/ 41

/
Sustainability
Report

10

11

Thailand. ThaiBev was proactive in


providing assistance in response to
these situations because giving is a
symbol of Thai hospitality which is in
alignment with our strong belief in
Thais Give Thais concept.

ThaiBev donates proceeds from


sales of Chang Drinking Water
for Charity Project to aid the
Chaipattana Foundations flood
relief program.

ThaiBevs executives participate in the


Chang Drinking Water for Charity
Project to aid the Chaipattana
Foundations flood relief program.

Overseas disasters
We provide financial donations,
blankets, and drinking water to aid
the earthquake and tsunami victims
in Japan via Ministry of Foreign Affairs.
Domestic flooding disaster
ThaiBev, in conjunction with the
Friends in Need (of Pa) Volunteers
Foundation, set up a mobile kitchen
and a mobile recreation program to
deliver flood relief.

We set up the ThaiBev Kitchen


to serve cooked food for the flood
victims, military officers, and police
officers, as well as regularly
delivering cooked food to several
areas.

/ 42

ThaiBev provides integrated relief


for the flood victims under
ThaiBev Gives Thais project.

We provide integrated relief for the


flood victims under Power of Thai
project, such as donation of funds,
Chang drinking water, relief supplies
bags, water tanks, and so on.
ThaiBev provides food and lifejackets
to the military flood relief crew.
Apart from assistance provided to
people, ThaiBev also establishes
Chang Helps Elephants project in
cooperation with Kasetsart
University in order to deliver food to
elephants during the flooding
situation.
One of ThaiBev affiliated companies,
Oishi Group Public Company Limited,
establishes Hai (Giving) project for
the disaster victims and the

12

The Power of Thai project,


a collaboration of leading organizations
to raise funds for assistance and
restoration relating to children
education affected from the flood
disaster in 2011.

underprivileged relief on several


occasions, such as providing financial
donations for the earthquake and
tsunami victims in Japan, initiating
Oishi Giving for Flood Victims
project, providing immediate
assistance in several areas, setting
up a mobile kitchen, and making
donations for the flood recovery
program.
Power of Thai project formed by
ThaiBev and business alliances
ThaiBev, with 11 leading business
alliances, initiates the Power of
Thai project, and further extends its
cooperation to over 40 companies
with the main purpose of recovery
of children education, including
restoring buildings, providing
teaching materials in replacement of
damaged ones, and assisting
teachers and students in 84 schools
affected by the flooding disaster in
2011 based on the concept of
Bring Smiles Back to School.

Annual Report
2011

Thai Beverage
Public
Company
Limited

Human Resource Policy

To achieve sustainable development of


an organization needs its fundamental
strengths, readiness to deal with
changes and overcome various
obstacles, and lead the organization to
success. Personnel are key mechanism
to drive the business forward; therefore,
ThaiBev sees importance on the quality
of life and human resource development.
ThaiBev pays attention to each of the
human resource management processes,
starting from recruitment and hiring, in
order to obtain the right employees for
the job and the corporate culture,
consideration of proper compensation
and welfare, and development of a fair
performance assessment system.
Moreover, we take care of our peoples
welfare, especially during the flood crisis
in 2011. A special unit was formed to
handle complaints, provide assistance

Environmental Policy

The concept of Beyond Horizon


in our Annual Report 2010 indicates
the recognition for the importance of
sustainable development of ThaiBev,
which is not only limited to financial
goals, but also stretches far beyond to
achieve social excellence, along with
creating and nurturing the abundance of
nature and environment.
ThaiBev aims for optimized efficiency
and contribution to the society to the
best of our ability to achieve peaceful
and thriving co-existence with the
community. ThaiBevs variety of
business operations ranging from spirits,
beer, and non-alcohol beverages have
been operated with adherence to

and relief, and provide shelters for the


flood-affected employees, as well as
help them with recovery and financial
support for these employees after the
crisis. Executives and employees jointly
offer assistance to their colleagues,
which fostered the bond and unity of
ThaiBev people.
ThaiBev is determined to enhance
employees potential through training
and on-the-job learning in an
appropriate manner for each personnel
requirement in order to increase work
efficiency and create opportunity for
career advances. ThaiBev does not only
focus on development of knowledge and
skills, but also their morality and
cultivation of proper values ThaiBev
Core Values. These elements shall pave
the path that leads ThaiBev to
sustainable success.

corporate social responsibility. We never


neglects on environmental conservation,
we thus are committed to conduct
research and development for efficient
manufacturing processes, and optimal
and eco-friendly resources utilization.
Biodiversity Management is considered
significant for ThaiBev. We aim to
restore and create abundance of nature
and environment, such as the forest
rehabilitation, the increase in green
space, the environmental management
and control of pollution harmful for the
ecosystem, and resources loss
reduction. This concept will be also
applied to the implementation of our
environmental projects.

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/
Sustainability
Report

In addition, ThaiBev strives to find


solutions to raise efficiency of
environmental conservation. For instance,
Thai Beverage Energy Co., Ltd. (ThaiBev
Energy) focused on studying the
possibility of projects to capture and
optimize the use of distillery slop at our
distilleries in different provinces
nationwide for the purpose of developing
clean alternative energies, along with
improving the environment surrounding
the facilities. The distilleries and
breweries themselves are determined to
improve quality of surrounding
environment by launching several
projects for the benefits of environmental
conservation, resources savings, and
operating cost reduction.
The environmental projects are basically
originated from the 3R concept namely
Reduce (to reduce waste at its origin),
Reuse (to repeat its use), and Recycle
(to reproduce and repeat its use).
Such concept can be applied to the
implementation of several projects of
ThaiBev, ranging from small projects
of staff to the mega projects with
large-sized investment yielding
significant added values and measurable
outputs. Some outstanding projects are
described as below.

Waste Water Treatment

ThaiBevs facilities were equipped with


the standardized waste water treatment
system, either with aerobic or anaerobic
systems. Aerobic treatment is used for
low strength pollutants like the water
used for washing bottles. Anaerobic
treatment is used for distillery slop,
which is high-strength wastewater.
The treated wastewater can be partially
reused in the distilleries based on the

/ 44

concept of Zero Discharge, such as plant


watering and utilization in surrounding
agricultural areas instead of just
releasing into waterways, contributing to
reducing natural water usage and
generating more productivity and income
for agriculturists during the drought
season. The treated distillery slop
possessing soil improvement quality will
be distributed to nearby agriculturists for
the replacement of chemical fertilizer.
ThaiBev controls quality of waste water
treatment to obtain the treated water
which meets the treatment standards and
aims for better results than legal
requirements.

Development of Alternative Energy


and Recycled Scrap Products

The anaerobic treatment system does not


only provide treated water to the
factories, but also captures the biogas
occurred from the decomposition of the
organic substance in distillery slop. The
biogas can be used in the substitution of
heavy fuel oil contributing to the cost
saving and the reduction of oil import of
the country. Besides, another alternative
energy called C2plus is also applied in
replacement of heavy fuel oil due to its
higher heating value and more complete
combustion resulting in less air pollution.
Furthermore, ThaiBev converts a portion
of the waste products from breweries
and distilleries into commercial products
for sale, including animal feed, bricks and
bio-fertilizers. These are sold in Thailand
and abroad. Not only have such products
generated corporate income and reduced
the annual amount of pure waste that
breweries and distilleries have to treat
and dispose, they also correlate to the

reduction of chemical fertilizer and the


solution to the soil degradation.

Campaign for Valuable Resource


Utilization

In addition to the water resources


management focusing on the most
valuable utilization, packaging production
also requires natural resources. ThaiBev
does its best to recycle bottles to the
extent possible as this not only helps
the environment but saves the cost of
producing new bottles. Beer bottles can
be recycled 5-10 times. Bottles used for
its spirits business are reused around
10-12 times. The weight of packaging
products such as cans, glass bottles for
drinking water is reduced without any
impact on our quality and transportation.
Some packaging products are not only
reused, but can also be recycled, such as
carton filling, and label scrap.
Apart from increasing productivity
by optimizing the use of water and
electricity, recycling boiler and cooling
system, and so on, other resources
conservations include the application of
energy saving bulbs, the reduction of
air-conditioner usage, the reduction of
paper consumption, and the campaign for
motivating employees to be aware of
energy savings. Some factories launch
the campaigns for encouraging their staff
to turn off electricity during lunchtime,
optimize the use of water, submit the
3R-related project to the contest, and
so on. Although these projects seem
to be trivial, its integration will be able
to add substantial values to the
organization. Nevertheless, our
environmental projects will have to be
justified for ensuring energy savings
while maintaining quality products.

Annual Report
2011

Thai Beverage
Public
Company
Limited

Environmental Awards and


Accreditation

ThaiBev is committed to the improvement


of our factories quality and standard.
The majority of our factories have been
accredited with GMP (Good Manufacturing
Practice), HACCP (Hazard Analysis and
Critical Control Point), ISO 9001,
ISO 14001 (Environmental Management
System), ISO 22000 (Food Safety
Management System), ISO 17025
(General Requirements for the
Competence of Testing and Calibration
Laboratories), OHSAS 18001
(Occupational Health and Safety
Assessment Series, and NSF International
Standard (National Sanitation Foundation).

Environmental
Risk Management Policy

Good Corporate
Governance

In addition, our well-managed


environmental projects are proved
by our national award certifications,
for example, Thailand Energy Awards
2009 in the renewable energy project:
off grid category from the Ministry of
Energy, and Prime Ministers Industry
Award 2009, 2010, and 2011 in the
energy management and environment
conservation category from the Ministry
of Industry. Our affiliated company,
Athimart Co., Ltd., won the Prime
Minister Award in Environment
Conservation 2011 as well.

Currently, ThaiBevs breweries are in the


process of implementing Carbon Footprint
project representing greenhouse gas
emissions from each product throughout
its life cycle from raw material sourcing,
transportation, part assembly, operation,
and disposal. This project shows our
corporate social responsibility in
revealing CO2 emissions, which provides
the information for the improvement of
all processes contributing to reduced
CO2 emissions.

ThaiBevs Board of Directors operates


its business with prudence for corporate
and environmental sustainability;
therefore, the Risk Management
Committee is appointed to ensure
efficient risk management for all business
lines, including comply with laws and
environmental control.

The Risk Management Committee


prepares the risk management report to
be published in the Annual Report on
annual basis.

ThaiBev adheres to good corporate


governance principle, and conducts our
business with effectiveness, transparency
and clarity. In addition to comply with
all laws and regulations applied to us,
we also aim to be the role model in
respect of professionalism, transparency
and good corporate governance to
build trustworthy relationships with
shareholders, investors, employees,
customers, stakeholders, and all
concerned parties.

Corporate governance report published in


this Annual Report explains the structure
and relationships between Board of
Directors, Management Committee,
and shareholders in order to create the
competitive advantage for the long-term
prosperity and added values for
shareholders with consideration on other
stakeholders, which lead to ThaiBevs
sustainable growth.

/ 45

2011

Corporate Awards

"Asia's Best CEO (Investor Relations) :


Mr. Thapana Sirivadhanabhakdi"
from 1st Asian Excellence Recognition
Awards 2011
By Corporate Governance Asia

"Asian Corporate Director


Recognition Awards"
from 2nd Asian Corporate Director
Recognition Awards 2011
By Corporate Governance Asia

"Asia's Best CFO (Investor Relations) :


Mr. Sithichai Chaikriangkrai"
from 1st Asian Excellence Recognition
Awards 2011
By Corporate Governance Asia

"The Best of Asia"


from 7th Corporate Governance Asia
Recognition Award 2011
By Corporate Governance Asia

"Best Investor Relations"


from 1st Asian Excellence Recognition
Awards 2011
By Corporate Governance Asia

A Decade of Excellence:
Hall of Fame" from Thailand
Corporate Excellence Awards
By Thailand Management Association

2011

Product Awards

Asias Best Premium Lager


from World Beer Awards 2011
This award is for Exported Chang Beer.

Cattos Blended Scotch Whisky Aged


25 Years Old : Gold
from International Spirits Challenge
(ISC) 2011

/ 46

Balblair Highland Single Malt Scotch


Whisky 1978 : Gold Best in Class
from International Wine and Spirit
Competition (IWSC) 2011

Old Pulteney 21 Year Old


Single Malt Scotch Whisky :
World Whisky of the Year 2012
from Jim Murrays Whisky Bible

Hankey Bannister 40 Year Old :


Gold Best in Class
from International Wine and Spirit
Competition (IWSC) 2011

"Most Organised Investor Relations"


from Southeast Asia's Institutional
Investor Corporate Awards 2011
(Thailand)
By Alpha Southeast Asia

Annual Report
2011

Thai Beverage
Public
Company
Limited

2011 Milestones:

January 2011
Promoting ThaiBev Core Values in
order to build a strong Corporate
culture for organizations sustainable
growth and employees engagement.
February 2011
Commencing the new Cold Aseptic
Filling production line of Oishi which
will enable production of additional
types of non-alcohol beverage as well
as enhance cost-saving efficiency.

June 2011
Oishi introduces Oishi Chakulza,
Thailands first sparkling
green teaa bold move to
shoot Oishi green tea into a new
segment, carbonated beverages.
Chakulza presents a refreshing
alternative for beverage consumers
who look for healthier choice of
drinks, to enjoy benefit from green
tea and freshness of sparkling
carbonated drinks.

October 2011
Acquisition of 64.66% shares of
Serm Suk Public Company Limited,
a leading beverage manufacturer
and distributor in Thailand.
Launch of the latest variant of
Chang Beer i.e. Chang Export in
the domestic market, targeting
consumers who prefer light and
easy-to-drink beer. The new beer
is made from 100% finest malt
with 5% ABV.

April 2011
Oishi has once again underscored
its long-standing leadership in
Thailands lucrative green tea
market with the launch of
Oishi Fruito, the brand-new high
quality Japanese green tea with
tasty sensation of Japanese style
premium fruit flavors.

August 2011
Investment in Balblair Distillery to
increase malt whisky production
through improved efficiencies and
process automation in response to
the continued growth in demand
for our single malt whiskies.
Introduction of the new variant of
Chang Flavored Soda, Blue Magic
Tonic Soda Water, as a new mixer
for liquor.

December 2011
Refresh of Old Pulteney branding
and packaging launched to coincide
with announcement of the brands
2012 World Whisky of the Year
Award by Jim Murrays Whisky Bible.

/ 47

LIVING
THE
VALUES

/ 48

Annual Report
2011

Thai Beverage
Public
Company
Limited

Growth of our organization is built from the power of


creativity and dedication of our management and staff,
which lead to healthy revenues and diverse products.
These ingredients bring about continuous acceptance and
trust from consumers to us throughout these years.
What is the key element that drives our organization to
achieve our challenging goals?
To forge the power of each and every unit of our 4 business
groups, 4 product portfolios and 106 subsidiaries which
operate and distribute products in Thailand and various
markets in over 80 countries around the world, and over
30,000 employees, into one united force is certainly not
an easy task to accomplish.
Hence, we have continuously focused and placed priority
on fostering our people with the ThaiBev Core Values
so as to build a solid foundation for them to have faith in
and aim to mutually deliver value-added creations for
consumers, shareholders and the society in a continual
and sustainable manner.

/ 49

THE VALUE OF TRUST

THE VALUE OF CREATION


Over the years, ThaiBev has introduced quality products in
various packages for consumers, all of which achieved sound
feedbacks and fast-growing sales. By being bold and bright,
we come up with marketing strategies that capture the heart
of consumers and lead to our continuous growth.

THE VALUE OF DEVOTION


Our healthy growth and performance are fueled by consumer
confidence in our products, which are the concrete achievements
forged by determination and devotion of our people. We strive
to manufacture products that respond to the demands of
the all markets. With our professionalism, our products reassert
themselves in consumers mind, reflected in not only consumer
recognition and popularity, but also in awards they won from
several leading institutes. Moreover, during the major flood
disaster, ThaiBev people proved its team spirit as we overcame
the ordeals, minimized the damages to our assets, and achieved
the targeted operating results.

ThaiBev operates with business ethics and transparency.


We emphasize on fostering our people to live up to our
ThaiBev Core Values, to which we adhere and practice in
order to nurture the growth of our people, along with
that of our organization. At the same time, we place
importance on development of the society, education,
sports, public health, and environment, which translate
into our participation in and initiation of many projects
throughout the years. ThaiBev has received recognition,
trust, and admiration from consumers in Thailand, and
from domestic and international leading organizations.

/
Shareholding
Structure

Annual Report
2011

Thai Beverage
Public
Company
Limited

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

Distillery Group

Brewery Group

Beer Group

Liquor Marketing Group

Sole Agent Group

International Business Group

Marketing Group
Thai Beverage Marketing Co., Ltd.

100%

Sangsom Co., Ltd.

100%

Beer Thip Brewery (1991) Co., Ltd.

100%

Pomthip Co., Ltd.

100%

Num Yuk Co., Ltd.

100%

Thipchalothorn Co., Ltd.

100%

Fuengfuanant Co., Ltd.

100%

Cosmos Brewery (Thailand) Co., Ltd.

100%

Pomkit Co., Ltd.

100%

Num Kijjakarn Co., Ltd.

100%

Krittayabun Co., Ltd.

100%

Chang International Co., Ltd.

100%

Mongkolsamai Co., Ltd.

100%

Beer Thai (1991) Public Company Limited

100%

Pomklung Co., Ltd.

100%

Num Palang Co., Ltd.

100%

Surathip Co., Ltd.

100%

Chang Corp Co., Ltd.

100%

Thanapakdi Co., Ltd.

100%

Pomchok Co., Ltd.

100%

Num Muang Co., Ltd.

100%

Sunthornpirom Co., Ltd.

100%

Kanchanasingkorn Co., Ltd.

100%

Pomcharoen Co., Ltd.

100%

Num Nakorn Co., Ltd.

100%

Piromsurang Co., Ltd.

100%

Sura Piset Thipharat Co., Ltd.

100%

Pomburapa Co., Ltd.

100%

Num Thurakij Co., Ltd.

100%

Sura Bangyikhan Co., Ltd.

100%

Pompalang Co., Ltd.

100%

Numrungrod Co., Ltd.

100%

Pomnakorn Co., Ltd.

100%

Numthip Co., Ltd.

100%

100%

Vidhayathan Co., Ltd.

Mekhong Distillery Limited

100%

100%

100%

International Beverage Holdings Limited


100%

InterBev (Singapore) Limited

100%

InterBev (Cambodia) Co., Ltd.

100%

InterBev Malaysia Sdn. Bhd.

100%

Best Spirits Company Limited

100%

International Beverage Holdings (China) Limited

100%

Dhospaak Co., Ltd.

Super Brands Company Pte. Ltd.

100%

InterBev Trading (China) Limited

100%

Yunnan Yulinquan Liquor Co., Ltd.

100%

Athimart Co., Ltd.

100%

S.S. Karnsura Co., Ltd.

100%

Kankwan Co., Ltd.

100%

International Beverage Holdings Limited USA, Inc.

100%

Theparunothai Co., Ltd.

100%

100%

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

Blairmhor Limited (N)

100%

United Winery and Distillery Co., Ltd.

100%

Simathurakij Co., Ltd.

100%

Nateechai Co., Ltd.

100%

Luckchai Liquor Trading Co., Ltd.

100%

Sura Piset Pattharalanna Co., Ltd.*


100%

100%

Wrangyer Beverage (2008) Co., Ltd.

100%

Thai Drinks Co., Ltd.

100%

SPM Foods and Beverages Company Limited

Group of Listed Companies on the Stock Exchange of Thailand

- Oishi Group
Japanese Green Tea / Non-Alcohol Beverage
Food Business Group
89.26%

Oishi Group Public Company Limited


100%

Oishi Trading Co., Ltd.

100%

Oishi Ramen Co., Ltd.

:
:
:
:

According to Auditors Note


Dormant
/ Non-trading
Those companies are in Related Business Group, as the case may be.
We represent those companies in other Group for the benefit and the clearness
in consideration of the group of companys shareholding

Related Business Group

- Serm Suk Group


Carbonated Soft Drink / Non- Carbonated Soft Drink
Water-Soda / Distributor
64.66%

Serm Suk Public Company Limited (2)


99.99%

Serm Suk Holdings Co., Ltd.


99.99%

40.00%

Note
D
N
*

International Beverage Holdings (UK) Limited

Blairmhor Distillers Limited (D) (N)


100%

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

100%

The Knockdhu Distillery


Company Limited (D) (N)

100%

The Balblair Distillery


Company Limited (D) (N)

100%

The Pulteney Distillery


Company Limited (D) (N)

United Products Co., Ltd.

Non-Alcohol Beverage Business Group

99.84%

100%

(3)

Serm Suk Beverage Co., Ltd. (3)

Petform (Thailand) Co., Ltd. (3)

Remark:
(1) : Incorporated in Bermuda on January 5, 2011.
(2) : Thai Beverage Logistics Co., Ltd. acquired 64.66% of total issued and paid-up share of
Serm Suk Public Company Limited from a voluntary tender offer period ended October 19, 2011.
(3) : Thai Beverage Logistics Co., Ltd. derived this company from share acquisition of Serm Suk Public Company Limited.

/ 52

Trademark Group

100%

Thai Beverage Energy Co., Ltd.

100%

Thai Beverage Brands Co., Ltd.

99.72%

Thai Molasses Co., Ltd.

100%

Archa Beer Co., Ltd.

100%

Beer Chang Co., Ltd.

100%

Feed Addition Co., Ltd.

100%

Pan International (Thailand) Co., Ltd.

100%

Charun Business 52 Co., Ltd.

100%

Thai Cooperage Co., Ltd.*

100%

Others
100%

Thai Beverage Training Co., Ltd.

5.98%

93.50%

Thai Thum Distillery Co., Ltd.

Chang Beer International Co., Ltd. (D) (N)


40%

58.63%

Sura Piset Sahasan Co., Ltd.

Thai Cooperage Co., Ltd.*

(N)

(N)

0.41%
18.55%
41.45%

100%

Sura Piset Pattharalanna Co., Ltd.*

33.83%
7.54%

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

49.49%

Liquorland Limited

100%

Wee Beastie Limited (D) (N)

50.02%

Inver House Distribution SA (D) (N)

100%

Moffat & Towers Limited (D) (N)

Inver House Distillers Limited


100%

Glen Calder Blenders Limited (D) (N)

100%

Hankey Bannister & Company Limited (D) (N)

100%

R Carmichael & Sons Limited (D) (N)

100%

Thai Beverage Recycle Co., Ltd.

100%

Dhanasindhi Co., Ltd.

100%

J MacArthur Jr & Company Limited (D) (N)

100%

Thai Beverage Logistics Co., Ltd.

100%

Mason & Summers Limited (D) (N)

100%

James Catto & Company Limited (D) (N)

Sura Piset Samphan Co., Ltd.

(N)

100%

Beer Chang International Limited

100%

International Beverage Trading Limited (1)

/ 53

/
Report of
the Board of Directors

Report of the Board of Directors


Breakdown in Shares and Types of Share
As at December 31, 2011
Company /Location

Type of
Business

Type of
Share

Paid-up Capital
(Baht)

Shares
Issued

No. of
Shares Held
(Direct and
Indirect)

1.

Beer Thai (1991) Public Company Limited


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Beer brewery
and production
of drinking water
and soda water

Common

5,550,000,000.00

555,000,000

555,000,000

100.00%

2.

Beer Thip Brewery (1991) Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Beer brewery
and production
of drinking water
and soda water

Common

6,600,000,000.00

660,000,000

660,000,000

100.00%

3.

Sangsom Co., Ltd.


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

Spirits distillery

Common

7,500,000,000.00

750,000,000

750,000,000

100.00%

4.

Fuengfuanant Co., Ltd.


333 Moo 1, Tambon Tha Toom
Amphoe Si Maha Phot, Prachin Buri 25140

Spirits distillery

Common

900,000,000.00

90,000,000

90,000,000

100.00%

5.

Mongkolsamai Co., Ltd.


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

Spirits distillery

Common

700,000,000.00

70,000,000

70,000,000

100.00%

6.

Thanapakdi Co., Ltd.


315 Moo 4, Tambon Mae Faek
Amphoe San Sai, Chiangmai 50290

Spirits distillery

Common

700,000,000.00

70,000,000

70,000,000

100.00%

7.

Kanchanasingkorn Co., Ltd.


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

Spirits distillery

Common

700,000,000.00

70,000,000

70,000,000

100.00%

8.

Sura Bangyikhan Co., Ltd.


82 Moo 3, Tambon Bang Ku Wat
Amphoe Muang Pathum Thani
Pathum Thani 12000

Spirits distillery

Common

4,000,000,000.00

400,000,000

400,000,000

100.00%

9.

Athimart Co., Ltd.


170 Moo 11, Tambon Nikhom
Amphoe Satuek, Buri Ram 31150

Spirits distillery

Common

900,000,000.00

90,000,000

90,000,000

100.00%

10.

S.S. Karnsura Co., Ltd.


101 Moo 8, Tambon Kaeng Dom
Amphoe Sawang Wirawong
Ubon Ratchathani 34190

Spirits distillery

Common

800,000,000.00

80,000,000

80,000,000

100.00%

11.

Kankwan Co., Ltd.


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

Spirits distillery

Common

800,000,000.00

80,000,000

80,000,000

100.00%

12.

Theparunothai Co., Ltd.


99 Moo 4, Tambon Hat Kham
Amphoe Muang Nong Khai
Nong Khai 43000

Spirits distillery

Common

700,000,000.00

70,000,000

70,000,000

100.00%

13.

Red Bull Distillery (1988) Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Spirits distillery

Common

5,000,000,000.00

500,000,000

500,000,000

100.00%

/ 54

% of
Shareholding

Remark

Annual Report
2011

Thai Beverage
Public
Company
Limited

Company /Location

Type of
Business

Type of
Share

Paid-up Capital
(Baht)

Shares
Issued

No. of
Shares Held
(Direct and
Indirect)

% of
Shareholding

14.

United Winery and Distillery Co., Ltd.


14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900

Spirits distillery

Common

1,800,000,000.00

180,000,000

180,000,000

100.00%

15.

Simathurakij Co., Ltd.


1 Moo 6, Tambon Ban Daen
Amphoe Banphot Phisai
Nakhon Sawan 60180

Spirits distillery

Common

900,000,000.00

90,000,000

90,000,000

100.00%

16.

Nateechai Co., Ltd.


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

Spirits distillery

Common

800,000,000.00

80,000,000

80,000,000

100.00%

17.

Luckchai Liquor Trading Co., Ltd.


46 Moo 1, Tambon Nong Klang Na
Amphoe Muang Ratchaburi
Ratchaburi 70000

Spirits distillery

Common

800,000,000.00

80,000,000

80,000,000

100.00%

18.

Sura Piset Thipharat Co., Ltd.


14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900

Spirits distillery

Common

1,000,000,000.00

10,000,000

10,000,000

100.00%

19.

Pomthip Co., Ltd.


40/53 Moo 3, Talad Bangkhen Sub-District
Laksi District, Bangkok 10210

Beer and
non-alcoholic
beverages
distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

20.

Pomkit Co., Ltd.


523/1 Moo 3, Tambon Joho
Amphoe Muang Nakhon Ratchasima
Nakhon Ratchasima 30310

Beer and
non-alcoholic
beverages
distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

21.

Pomklung Co., Ltd.


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

Beer and
non-alcoholic
beverages
distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

22.

Pomchok Co., Ltd.


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

Beer and
non-alcoholic
beverages
distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

23.

Pomcharoen Co., Ltd.


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

Beer and
non-alcoholic
beverages
distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

24.

Pomburapa Co., Ltd.


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

Beer and
non-alcoholic
beverages
distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

25.

Pompalang Co., Ltd.


439 Moo 11, Tambon Muang Kao
Amphoe Muang Khon Kaen
Khon Kaen 40000

Beer and
non-alcoholic
beverages
distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

Remark

/ 55

/
Report of
the Board of Directors

Company /Location

Type of
Business

Type of
Share

Paid-up Capital
(Baht)

Shares
Issued

No. of
Shares Held
(Direct and
Indirect)

% of
Shareholding

26.

Pomnakorn Co., Ltd.


85/35, 85/36 Petchakasem Road
Tambon Na-Muang
Amphoe Muang Ratchaburi
Ratchaburi 70000

Beer and
non-alcoholic
beverages
distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

27.

Num Yuk Co., Ltd.


40/53 Moo 3, Talad Bangkhen Sub-District
Laksi District, Bangkok 10210

Spirits distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

28.

Num Kijjakarn Co., Ltd.


523/1 Moo 3, Tambon Joho
Amphoe Muang Nakhon Ratchasima
Nakhon Ratchasima 30310

Spirits distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

29.

Num Palang Co., Ltd.


22/1 Soi 2 (Paprao), Paprao Road
Tambon Padad, Amphoe Muang Chiangmai
Chiang Mai 50100

Spirits distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

30.

Num Muang Co., Ltd.


16/2 Moo 1, U Thong Road
Tambon Tha Wasukri
Amphoe Phra Nakhon Si Ayutthaya
Phra Nakhon Si Ayutthaya 13000

Spirits distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

31.

Num Nakorn Co., Ltd.


149/3 Chulachomklao Road
Tambon Tha Kham
Amphoe Phun Phin, Surat Thani 84130

Spirits distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

32.

Num Thurakij Co., Ltd.


51/40-41 Moo 3, Sukhumvit Road
Tambon Ban Suan
Amphoe Muang Chon Buri, Chon Buri 20000

Spirits distributor

Common

10,000,000.00

1,000,000

1,000,000

100.00%

33.

Numrungrod Co., Ltd.


439 Moo 11, Tambon Muang Kao
Amphoe Muang Khon Kaen
Khon Kaen 40000

Spirits Distributor

Common

10,000,000.00

100,000

100,000

100.00%

34.

Numthip Co., Ltd.


85/33, 85/34 Petchakasem Road
Tambon Na-Muang
Amphoe Muang Ratchaburi
Ratchaburi 70000

Spirits Distributor

Common

10,000,000.00

100,000

100,000

100.00%

35.

Thipchalothorn Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Beer, spirits and


non-alcoholic
beverages agency

Common

1,000,000.00

100,000

100,000

100.00%

36.

Krittayabun Co., Ltd.


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

Beer, spirits and


non-alcoholic
beverages agency

Common

5,000,000.00

500,000

500,000

100.00%

37.

Surathip Co., Ltd.


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

Beer, spirits and


non-alcoholic
beverages agency

Common

1,200,000.00

120,000

120,000

100.00%

38.

Sunthornpirom Co., Ltd.


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

Beer, spirits and


non-alcoholic
beverages agency

Common

5,000,000.00

500,000

500,000

100.00%

39.

Piromsurang Co., Ltd.


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

Beer, spirits and


non-alcoholic
beverages agency

Common

5,000,000.00

500,000

500,000

100.00%

/ 56

Remark

Annual Report
2011

Thai Beverage
Public
Company
Limited

Company /Location

Type of
Business

Type of
Share

Paid-up Capital
(Baht)

Shares
Issued

No. of
Shares Held
(Direct and
Indirect)

% of
Shareholding

40.

Thai Beverage Energy Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Trading of
bio gas

Common

860,000,000.00

8,600,000

8,600,000

100.00%

41.

Wrangyer Beverage (2008) Co., Ltd.


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

Production and
distribution of
energy drink

Common

200,000,000.00

20,000,000

20,000,000

100.00%

42.

Thai Molasses Co., Ltd.


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

Trading of
molasses

Common

40,000,000.00

40,000

39,889

99.72%

43.

Feed Addition Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Trading of feeds
and fertilizer

Common

1,000,000.00

10,000

10,000

100.00%

44.

Pan International (Thailand) Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Trading of
supplies and
procurement

Common

1,000,000.00

10,000

10,000

100.00%

45.

Charun Business 52 Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Brick producer
and distribution
of spirits

Common

121,800,000.00

1,218,000

1,218,000

100.00%

46.

Thai Cooperage Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Oak barrel
producer

Common

300,000,000.00

30,000,000

30,000,000

100.00%

47.

Thai Beverage Recycle Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Trading of bottles

Common

123,000,000.00

1,230,000

1,230,000

100.00%

48.

Thai Beverage Logistics Co., Ltd.


1 East Water Building
Soi Vibhavadi-Rangsit 5
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900

Transportation
and distribution

Common

1,012,000,000.00

101,200,000

101,200,000

100.00%

49.

Thai Beverage Marketing Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Import and export


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

Common

300,000,000.00

30,000,000

30,000,000

100.00%

50.

Dhanasindhi Co., Ltd.


14 Soi Yasoop 1, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Construction

Common

20,000,000.00

20,000

20,000

100.00%

51.

Dhospaak Co., Ltd.


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

Advertising
agency

Common

25,000,000.00

2,500,000

2,500,000

100.00%

52.

Thai Beverage Training Co., Ltd.


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

Training

Common

10,000,000.00

1,000,000

1,000,000

100.00%

Remark

/ 57

/
Report of
the Board of Directors

Company /Location

Type of
Business

Type of
Share

No. of
Shares Held
(Direct and
Indirect)

% of
Shareholding

HKD 1,760,600,000.00 1,760,600,000 1,760,600,000

100.00%

Paid-up Capital
(Baht)

Shares
Issued

53.

International Beverage Holdings Limited


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

Holding company

54.

Cosmos Brewery (Thailand) Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Beer brewery and Common


production of
drinking water and
soda water

1,666,666,500.00

166,666,650

166,666,650

100.00%

55.

Thai Beverage Brands Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Trademark holding Common

5,000,000.00

50,000

50,000

100.00%

56.

Beer Chang Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Trademark holding Common


and production
of concentrate
materials

1,000,000.00

10,000

10,000

100.00%

57.

Archa Beer Co., Ltd.


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

Trademark holding Common


and production
of concentrate
materials

1,000,000.00

100,000

100,000

100.00%

58.

Sura Piset Pattharalanna Co., Ltd.


14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900

Holding company

Common

1,000,000,000.00

10,000,000

10,000,000

100.00%

59.

Thai Drinks Co., Ltd.


14 Sangsom Building
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900

Distribution of
beverages

Common

60,000,000.00

600,000

600,000

100.00%

60.

Oishi Group Public Company Limited


9 UM Tower Building, 20th Floor
Ramkhamhaeng Road
Suanluang Sub-District, Suanluang District
Bangkok 10250

Common
Japanese
restaurants and
distribution of
food and beverage

375,000,000.00

187,500,000

167,360,199

89.26%

61.

Thai Thum Distillery Co., Ltd.#


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

Production and
distribution of
spirits

Common

17,500,000.00

17,500

17,483

99.90%

62.

Sura Piset Sahasan Co., Ltd.#


14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900

Trading of spirits

Common

100,000,000.00

1,000,000

1,000,000

100.00%

63.

Sura Piset Samphan Co., Ltd.#


14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900

Trading of spirits

Common

100,000,000.00

1,000,000

1,000,000

100.00%

64.

Vidhayathan Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Environmental
public relations

Common

5,000,000.00

500,000

500,000

100.00%

65.

InterBev (Singapore) Limited


No. 138 Cecil Street # 05-02 Cecil Court
Singapore 069538

Trading of
alcoholic
beverages

Common

SGD 9,000,000.00

9,000,000

9,000,000

100.00%

/ 58

Ordinary

Remark
(1)

(2)

Annual Report
2011

Thai Beverage
Public
Company
Limited

Company /Location

Type of
Business

Type of
Share

Paid-up Capital
(Baht)

Shares
Issued

No. of
Shares Held
(Direct and
Indirect)

% of
Shareholding

Remark

66.

InterBev (Cambodia) Co., Ltd.


No. 35, Street 322, Sangkat Boeung
Keng Kang 1, Khan Camkamon
Phnom Penh, Cambodia

Trading of
alcoholic
beverages

Common

USD 200,000.00

1,000

1,000

100.00%

67.

InterBev Malaysia Sdn. Bhd.


Unit C-25-02, First Floor
3 Two Square Commercial Centre
No.2, Jalan 19/1, 46300 Petaling Jaya
Selangor, Malaysia

Trading of
alcoholic
beverages

Common

MYR 100,000.00

100,000

100,000

100.00%

68.

Best Spirits Company Limited


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

Trading of
alcoholic
beverages

Ordinary

HKD 15,300,000.00

15,300,000

15,300,000

100.00%

69.

International Beverage Holdings (UK)


Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland

Holding company

Common

GBP 71,670,000.00

71,670,000

71,670,000

100.00%

70.

International Beverage Holdings (China)


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

Holding company

Ordinary

HKD 210,500,000.00

21,050,000

21,050,000

100.00%

71.

United Products Company Limited


56 Sukhapibal Road, Tambon Nakhon Chai Si
Amphoe Nakhon Chai Si
Nakhon Pathom 73120

Production and
distribution of
spirits

Common

350,000,000.00

3,500,000

3,500,000

100.00%

(3)

72.

SPM Foods and Beverages Company Limited Production and


distribution of
79 Moo 3, Tambon Lamlookbua
drinking water
Amphoe Dontoom, Nakhon Pathom 73150
and energy
drinks and
spirits agency

Common

606,250,000.00

60,625,000

60,526,250

99.84%

(4)

73.

Oishi Trading Co., Ltd.


9 Ramkhamhaeng Road
Suanluang Sub-District
Suanluang District, Bangkok, 10250

Production
and distribution
of food and
beverage

Common

420,000,000.00

4,200,000

3,748,870

89.26%

74.

Oishi Ramen Co., Ltd.


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

Japanese ramen
restaurants

Common

158,000,000.00

1,580,000

1,410,289

89.26%

75.

Chang Beer International Co., Ltd.#


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Dormant

Common

1,000,000.00

100,000

100,000

100.00%

76.

Mekhong Distillery Limited


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

Consultancy
service

Common

500,000.00

5,000

5,000

100.00%

77.

Chang International Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Advertising
and marketing
serviecs

Common

100,000.00

10,000

10,000

100.00%

78.

Chang Corp Co., Ltd.


15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900

Advertising
and marketing
services

Common

100,000.00

10,000

10,000

100.00%

/ 59

/
Report of
the Board of Directors

Company /Location

Type of
Business

Type of
Share

Paid-up Capital
(Baht)

Shares
Issued

No. of
Shares Held
(Direct and
Indirect)

% of
Shareholding

Remark

79.

Super Brands Company Pte. Ltd.


138 Cecil Street # 05-02 Cecil Court
Singapore 069538

Trademark
holding

Ordinary

SGD 8,210,000.00

8,210,000

8,210,000

100.00%

80.

Beer Chang International Limited


No. 138 Cecil Street # 05-02 Cecil Court
Singapore 069538

Not yet operated

Ordinary

SGD 10,000.00

10,000

10,000

100.00%

81.

International Beverage Trading Limited


XL House, One Bermudiana Road
Hamilton HM 11, Bermuda

Trading of
alcoholic
beverages

Ordinary

US$ 100,000.00

100,000

100,000

100.00%

(6)

(5)

(Incorporated on January 5, 2011)


82.

Serm Suk Public Company Limited


Muang Thai-Phatra Complex, 27-28th Floor
252/35-36 Rachadapisek Road
Huay Kwang, Bangkok 10310

Production and
distribution of
beverages

Common

265,900,484.00

265,900,484

171,923,138

64.66%

(7)

83.

International Beverage Holdings Limited


USA, Inc.
275 Madison Avenue, Suite 701
New York, NY 10016

Trading of
alcoholic
beverages

Common

USD 1.00

1,000

1,000

100.00%

(8)

84.

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

Holding company

Common

9,009,407.00

900,940,700

900,940,700

100.00%

85.

Inver House Distillers Limited


Moffat Distillery, Airdrie, ML6 8PL, Scotland

Production and
distribution of
spirits

Common

10,000,000.00

10,000,000

10,000,000

100.00%

86.

InterBev Trading (China) Limited


Room 01-03 Level 1, No. 63 Kunluo Road
Shuangjiang Town, Eshan County, Yuxi City
Yunnan, China 653200

Trading of
alcoholic
beverages

RMB 10,000,000.00

100.00%

(9)

87.

Yunnan Yulinquan Liquor Co., Ltd.


Yulin Village, Shuangjiang Town
Eshan County, Yuxi City
Yunnan, China 653200

Spirits distillery

RMB 159,388,200.00

100.00%

(9)
(10)

88.

Blairmhor Distillers Limited#


Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

200.00

2,000

2,000

100.00%

89.

Wee Beastie Limited#


Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

100.00

100

100

100.00%

90.

Moffat & Towers Limited#


Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

1.00

100.00%

91.

Glen Calder Blenders Limited#


Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

100.00

100

100

100.00%

92.

Hankey Bannister & Company Limited#


Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

100.00

100

100

100.00%

93.

R Carmichael & Sons Limited#


Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

30,000.00

30,000

30,000

100.00%

94.

J MacArthur Jr & Company Limited#


Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

100.00

100

100

100.00%

95.

Mason & Summers Limited#


10 Foster Lane, London, EC2V 6HH, England

Dormant

Common

10,030.00

10,030

10,030

100.00%

96.

James Catto & Company Limited#


Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

50,000.00

50,000

50,000

100.00%

97.

The Knockdhu Distillery Company Limited#


Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

100.00

100

100

100.00%

/ 60

Annual Report
2011

Thai Beverage
Public
Company
Limited

Company /Location

Type of
Business

Type of
Share

Paid-up Capital
(Baht)

Shares
Issued

No. of
Shares Held
(Direct and
Indirect)

% of
Shareholding

Remark

98.

Speyburn-Glenlivet Distillery Company


Limited#
Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

100.00

100

100

100.00%

99.

The Pulteney Distillery Company Limited#


Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

2.00

100.00%

100. The Balblair Distillery Company Limited#


Moffat Distillery, Airdrie, ML6 8PL, Scotland

Dormant

Common

2.00

100.00%

101. Serm Suk Holdings Co., Ltd.


Muang Thai-Phatra Complex
Tower 1, 27-28th Floor
252/35-36 Rachadaphisek Road
Huay Kwang, Bangkok 10310

Holding company

Common

350,000,000.00

50,000,000

32,329,995

64.66%

(11)

102. Serm Suk Beverage Co., Ltd.


Muang Thai-Phatra Complex
Tower 1, 27-28th Floor
252/35-36 Rachadaphisek Road
Huay Kwang, Bangkok 10310

Production and
distribution of
beverages

Common

689,586,150.00

68,958,615

44,588,636

64.66%

(11)

103. Liquorland Limited


8 Westbank Road, Belfast, BT3 9JL
Northern Ireland

Off licences

Common

495,000.00

495,000

245,000

49.49%

104. Inver House Distribution SA#


Avenue des Tilleuls, 62140 Marconne, France

Dormant

Common

EUR 24,930.00

2,493

1,247

50.02%

105. Petform (Thailand) Co., Ltd.


85 Moo 11 Bang Nga-Tha Khlong Road
Tambon Khao Samo Khon
Amphoe Tha Wung, Lop Buri 15150

Manufacture and
distribution of
plastic packaging

Common

75,000,000.00

7,500,000

1,939,800

25.86%

(11)

Remarks: # These are currently non-trading companies


(1)

On May 31, 2011 International Beverage Holdings Limited registered the increase of capital from HKD 1,724,100,000 to HKD 1,760,600,000.

(2)

On June 20, 2011 InterBev (Singapore) Limited registered the increase of capital from SGD 3,000,000 to SGD 9,000,000.

(3)

On February 7, 2011 and March 16, 2011 Sura Piset Pattharalanna Co., Ltd. additional acquired 375 common shares and 4 common shares of
United Products Company Limited, resulting Thai Beverage Public Company Limited indirectly holds 3,500,000 shares representing 100%
of the registered capital in United Products Company Limited.

(4)

On June 3, 2011 Sura Piset Pattharalanna Co., Ltd. acquired 6,250 common shares of SPM Foods and Beverages Company Limited,
resulting Thai Beverage Public Company Limited indirectly holds 60,526,250 shares and representing 99.84% of the registered capital in
United Products Company Limited.

(5)

On June 27, 2011 Super Brands Company Pte. Ltd. registered the increase of capital from SGD 10,000 to SGD 8,210,000.

(6)

On January 5, 2011 the registered capital of International Beverage Trading Limited 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.

(7)

Thai Beverage Logistics Co., Ltd. acquired 64.66% of total issued and paid-up share of Serm Suk Public Company Limited from a voluntary tender offer
period ended October 19, 2011.

(8)

This company has the registered capital of USD 1 and share premium of USD 11,799,999.

(9)

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

(10) 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.
(11) Thai Beverage Logistics Co., Ltd. derived this company from share acquisition of Serm Suk Public Company Limited.

/ 61

/
Report of
the Board of Directors

List of Direct and


Deemed Interests of Each Director
As at January 21, 2012

Increase
Percentage (decrease) during
Number of
of
the accounting
Shares Shareholding
period (2)

Name of directors (1)

Direct Interests

1. Mr. Charoen Sirivadhanabhakdi

Thai Beverage Public Company Limited

Siriwana Co., Ltd. (3)

2. Khunying Wanna Sirivadhanabhakdi

Percentage
Number of
of
Shares Shareholding

Deemed Interests

73,282,000 Director and his spouse have


deemed interests through his
associated companies in
THBEV shares, totaling of
Shiny Treasure Holdings Limited (3)

16,529,687,762

65.83

369,750,000

25.50

Maxtop Management Corp. (4)

MM Group Limited (4)

Risen Mark Enterprise Ltd. (5)

Golden Capital (Singapore) Limited (6)

Shiny Treasure Holdings Limited

25,000

50.00

MM Group Limited

25,000

50.00

16,529,687,762

65.83

Thai Beverage Public Company Limited

Siriwana Co., Ltd. (3)

710,500,000

49.00

50,000

100.00

MM Group Limited (5)

50,000

100.00

MM Group Limited (6)

140,600,420

100.00

73,282,000 Director and her spouse have


deemed interests through her
associated companies in THBEV
shares, totaling of
Shiny Treasure Holdings Limited (3)

369,750,000

25.50

Maxtop Management Corp. (4)

MM Group Limited (4)

710,500,000

49.00

50,000

100.00

Risen Mark Enterprise Ltd. (5)

Golden Capital (Singapore) Limited (6)

MM Group Limited (5)

50,000

100.00

MM Group Limited (6)

140,600,420

Shiny Treasure Holdings Limited

25,000

50.00

100.00
-

MM Group Limited

25,000

50.00

3. Mr. Narong Srisa-an

Thai Beverage Public Company Limited

0.00

4. Mr. Komen Tantiwiwatthanaphan

Thai Beverage Public Company Limited

34,068,668

0.14

5. Mr. Puchchong Chandhanakij

Thai Beverage Public Company Limited

0.00

6. Ms. Kanoknart Rangsithienchai

Thai Beverage Public Company Limited

0.00

7. Mr. Staporn Kavitanon (7)

8. Prof. Kanung Luchai

9. Mr. Manu Leopairote

10. Mr. Ng Tat Pun

11. Mr. Michael Lau Hwai Keong

12. Prof. Pornchai Matangkasombut

13. Mr. Sakthip Krairiksh

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

Thai Beverage Public Company Limited 241,541,500

0.96

50,000,000

0.20

15. Mr. Vivat Tejapaibul

- His Spouse

16. Mr. Panote Sirivadhanabhakdi

Thai Beverage Public Company Limited 107,000,000

0.43

17. Mr. Thapana Sirivadhanabhakdi

Thai Beverage Public Company Limited 107,000,000

0.43

18. Mr. Sawat Sopa

Thai Beverage Public Company Limited

0.00

Thai Beverage Public Company Limited

0.00

19. Mr. Ueychai Tantha-Obhas


20. Mr. Sithichai Chaikriangkrai
21. Dr. Pisanu Vichiensanth

Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of director on August 3, 2011 due to passing away.
(2) This is to comply with the requirement of Public Limited Company Act B.E. 2535 (as amended). This shows the total number of shares which the director
directly and indirectly holds shares of the company increasing or decreasing during a fiscal year 2011. In this regard, no director holds shares in the
Companys affiliate companies. The company does not have any outstanding debentures.

(3) 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.

(4) Maxtop Management Corp. holds 4,312,042,762 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 January 10, 2012) 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.

(5) 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.

(6) 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.
(7) Mr. Staporn Kavitanon ceased from the position of director on February 2, 2012 due to passing away.

/ 62

Annual Report
2011

Thai Beverage
Public
Company
Limited

Statistics of Shareholders
As at March 12, 2012

INFORMATION ON SHARE CAPITAL


Authorised share capital
Issued and fully paid-up capital
Class of shares
Number of shares issued
Voting rights

Baht 29,000,000,000
Baht 25,110,025,000
Common shares with a par value of Baht 1
25,110,025,000 shares
One vote per one share

Analysis of Shareholders by Size of Shareholdings


Size of Shareholdings
1 999

Number of
Shareholders

Number of
Shares

%
0.00

10

9.01

1,008

N/A

N/A

N/A

N/A

10,001 1,000,000

33

29.73

10,763,085

0.04

1,000,001 and above

68

61.26

25,099,260,907

99.96

111

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.

Siriwana Co., Ltd.

11,368,060,000

45.27

2.
3.

The Central Depository (Pte) Limited

7,021,610,072

27.96

Maxtop Management Corp.

3,694,675,000

14.71

4.

Sparkle View Development Limited

1,042,543,572

4.15

5.

Trinity Fortune Investment Ltd.

524,000,000

2.09

6.

Mrs. Atinant Bijananda

107,000,000

0.43

7.

Mr. Thapana Sirivadhanabhakdi

107,000,000

0.43

8.

Mrs. Thapanee Techajareonvikul

107,000,000

0.43

9.

Mr. Panote Sirivadhanabhakdi

107,000,000

0.43

10.

Mrs. Wallapa Traisorat

107,000,000

0.43

11.

Mrs. Varang Srethbhakdi

65,650,500

0.26

12.

Mr. Winyou Chaiyawan

65,641,500

0.26

13.

Mr. Vanich Chaiyawan

64,863,500

0.26

14.

Mr. Veeravet Chaiyawan

61,600,000

0.24

15.

Miss Somruedee Siravongprasert

55,000,000

0.22

16.

Miss Weena Chaiyawan

50,000,000

0.20

17.

Mrs. Chompoonuch Tejapaibul

50,000,000

0.20

18.

Mrs. Nontana Chaiyawan

48,000,000

0.19

19.

Mr. Vivat Tejapaibul

41,541,500

0.16

20.

Mr. Narit Jivasantikarn

37,450,000

0.15

24,725,635,644

98.47

Total

/ 63

/
Report of
the Board of Directors

Statistics of Shareholders under The Central Depository (Pte) Limited


Size of Shareholdings

Number of
Shareholders

1 999

Number of
Shares

10

0.13

3,307

0.00

1,000 10,000

5,686

73.43

23,938,387

0.34

10,001 1,000,000

2,026

26.16

120,882,232

1.72

1,000,001 and above

22

0.28

6,876,786,146

97.94

7,744

100.00

7,021,610,072

100.00

Total

Twenty Largest Shareholders under The Central Depository (Pte) Limited


No.

Name of shareholders

Number of Shares

1.
2.

Citibank Nominees Singapore Pte Ltd

3,657,539,430

52.09

DBS Nominees Pte Ltd

1,850,455,784

26.35

3.

UOB Kay Hian Pte Ltd

347,933,000

4.96

4.

HSBC (Singapore) Nominees Pte Ltd

298,726,572

4.25

5.

DBSN Services Pte Ltd

221,220,312

3.15

6.

Vivat Tejapaibul

200,000,000

2.85

7.

United Overseas Bank Nominees Pte Ltd

151,930,760

2.16

8.

Morgan Stanley Asia (Spore) Securities Pte Ltd

51,117,930

0.73

9.

BNP Paribas Securities Services

28,076,009

0.40

10.

DB Nominees (S) Pte Ltd

20,734,481

0.30

11.

Raffles Nominees Pte Ltd

16,921,118

0.24

12.

Merrill Lynch (Singapore) Pte Ltd

7,986,750

0.11

13.

Summerhill Pte Ltd

5,000,000

0.07

14.

Sunfield Pte Ltd

4,000,000

0.06

15.

CIMB Securities (Spore) Pte Ltd

3,283,000

0.05

16.

Bank of Singapore Nominees Pte Ltd

2,777,000

0.04

17.

DBS Vickers Securities (S) Pte Ltd

2,385,000

0.03

18.

Lee Heng Tin

1,750,000

0.02

19.

Wee Soon Kiat

1,600,000

0.02

20.

Phillip Securities Pte Ltd

1,163,000

0.02

6,874,600,146

97.90

Total

/ 64

Annual Report
2011

Thai Beverage
Public
Company
Limited

Particular of Material Contracts with the Interested Persons for the year 2011 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 specified in the agreements.

Net book value of the company freehold land


and building as at 31 December 2011 were as follows.
(Million Baht)
Land
Land improvement

15,200
655

Building and improvements

11,304

Total

27,159

The company leases various premises, primarily for the branch offices and warehouses. All of these leases are operating leases
and not financial leases.
As at 31 December 2011, the amount of freehold land held for planned future business operations amounted to Baht 653 million
which was 3.7% of profit before income tax.

/ 65

/
Organization
Structure

Organization Structure

BOARD OF DIRECTORS

AUDIT COMMITTEE
Office of Internal Audit

EXECUTIVE COMMITTEE

PRESIDENT AND CEO

Office of the President

Center of Excellence

CORPORATE
SERVICES

GENERAL
AFFAIRS

STRATEGY

FINANCE

SALES

MARKETING

Office of
Human Resources

Office of Corporate
Communication

Office of
Strategic Planning

Office of
Controller

Sales
Group

Marketing
Group

Office of
Information
Technology

Office of
Corporate
Secretariat

Office of
Asset Management
& Services

Office of
External Affairs
Office of
Legal Affairs

/ 66

Office of
Treasury

Annual Report
2011

Thai Beverage
Public
Company
Limited

RISK MANAGEMENT COMMITTEE


NOMINATION COMMITTEE

REMUNERATION COMMITTEE
COMPANY SECRETARY

Office of Chairman of Executive Committee

RELATED
BUSINESS

INTERNATIONAL
BUSINESS

NON-ALCOHOL
PRODUCTION

BEER
PRODUCTION

SPIRIT
PRODUCTION

Related Business
Group

International
Business Group

Non-Alcohol
Production Group

Beer Production
Group

Office of
Liquor Production
Office of
Technical Service
& Environment
Office of
Engineering

* Effective from August 11, 2011

Office of
Natural Essences
Production
/ 67

/
Responsibilities and
Authorization of
Each Group/Office

Responsibilities and
Authorization of Each Group/Office

Office of the Chairman of the Executive Board

Co-ordinates and scrutinizes documentation work for presentation


to the Chairman of the Executive Board and is responsible for the
related secretarial tasks.

Office of the President

Manages secretarial tasks for the President. Provides essential


back-up in both administrative and strategic tasks. Coordinates
with all internal units as well as external organizations both
domestically and internationally. Arranges meetings of each
ad hoc committee as assigned.

Centre of Excellence

Manages the research and development function to create high


value added products and services as well as new businesses
through innovation and insights to meet changing consumer trends
for the sustainable growth of the Company.

Office of Internal Audit

Assists the Board in promoting good corporate governance;


reports to the Audit Committee on significant issues of risk
management, internal controls and governance; provides advisory
services and the resolution of issues concerning internal controls;
and promotes risk management to all units operations.

Office of Human Resources

Formulates Human Resources strategies and policies that support


business goals and objectives as well as oversees Group HR
management and practices in order to ensure compliance with
labor legislation and Group policies committing to employees
development taking into account the value of human capital and
enhancing employees engagement.

Office of Information Technology

Responsible for information technology (IT) services, including


development of advanced IT systems so that business units can
access information and tools to enhance the Companys
competitiveness.

/ 68

Office of Asset Management Services

Manages corporate assets of and provides services to the Company


and its affiliates under the strategies of asset management and
information technology systems, designed for management of
services, in order to ensure that the assets and services support
missions of the Company, enhance the employees quality of life
and safety, as well as develop into the sustainable asset and
service management of international standards.

Office of Corporate Communications

Supervises and responsible for all aspects of corporate


communications functions, namely advertising and public relations,
internal and external communications, electronic communications,
to garner the utmost benefits for the company, particularly in
regards to corporate image and the fostering of relationship to
efficiently support the companys businesses and activities.

Office of Corporate Secretariat

Arranges all board of directors and shareholders meetings,


provides minutes of the relevant meetings of the Company
and its subsidiaries as well as other sub-committee meetings
as assigned by the management; Oversees compliance with the
Public Company Limited Law, Civil and Commercial Code in
relation to Partnership and Company Limited, Securities Laws
and the Listing Manual of the Singapore Exchange, which are
relevant to the Company and/or subsidiaries and controls
disclosure of material information to ensure compliance with
relevant laws and regulations as well as the Company policy;
Supports works of the Company Secretary as required by relevant
laws and regulations, including coordination with the Office of
Legal Affairs to provide consultancy to the Companys directors
in order to ensure compliance with the relevant laws, rules and
regulations, as well as corporate governance; Oversees the share
registrar works and investor relations works; Coordinates with
subsidiaries of ThaiBev group as assigned; and Organizes the
preparation of the annual report.

Annual Report
2011

Thai Beverage
Public
Company
Limited

Office of External Affairs

Related Business Group

Builds, strengthens, and extends relationships with public and


private sectors ranging from central, regional, provincial to
local level. Screens sponsorship and supports to ensure optimal
benefits and effectiveness. Manages for other internal functions
of the organization to be able to optimize yields from these
relationships as well.

Supervises and oversees the operation of all related businesses


under the responsibility of the Related Business Group in
compliance with the Companys policies including giving advice and
strategic planning to develop the businesses in charge to gain a
maximize value added to the Company.

Office of Legal Affairs

Manages and expands all the international business of the


Company, including production (for facilities outside Thailand),
sales, and marketing, covering all ranges of Thai and international
products (Scotch Whisky / Spirit / Beer / Non-Alcohol) developed
for international markets.

Analyzes and advises all units of the Company on legal issues to


ensure full compliance with the law and for the best interests of
the Company as well as being responsible for litigation matters,
juristic acts/contracts matters, registration matters relating to
partnerships/companies, and intellectual property.

Office of Strategic Planning

Oversees and coordinates the Companys transformation program


through the Project Management Office (PMO), centralizes all M&A
activities in close coordination with the finance Office, with a focus
on strategic evaluation and Post Merger Integration, and leads key
projects as required to define and implement the groups strategy.

Office of Controller

Supervises and oversees the corporate functions of accounting


and budgeting to ensure the compliance with generally accepted
accounting principles in Thailand to present the complete, accurate
and timely financial informations as well as compliance with the
procedures set forth by the Board of Directors.

Office of Treasury

Supervises and oversees support for treasury affairs to ensure


technical and legal compliance of operations, as well as compliance
with the procedures set forth by the Board of Directors.

Sales Group

Supervises and oversees support on the sale activities by


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

Marketing Group

Create, develop, and grow a portfolio of alcohol and non-alcohol


beverages in the domestic and international markets. Develop and
execute marketing strategies and utilise marketing budgets in a
creative and cost effective manner to gain the maximum impact in
the marketplace to support sales and build brand equity.
Strengthen and build brands in the portfolio to create superior
returns and values for our shareholders through marketing
activities such as new product development, public relations,
sponsorships, advertising, and promotions.

International Business Group

Non-Alcohol Production Group

Manages and oversees the production operation and the


development of new products in non-alcoholic beverage category
in compliance with the goals and policies of the company, including
the promotion of production and personnel skills development for
the sustainable benefits of the company.

Beer Production Group

Manages and oversees the production of the three beer companies


in compliance with the goals and policies of the Company, including
the promotion of the development of production and personnel
skills for the sustainable benefit of the Group.

Office of Liquor Production

Manages and oversees operations of the three liquor groups


in compliance with the goals and policies of the Company,
including the promotion of the development of production and
personnel skills for the sustainable benefit of the Company.

Office of Technical Service & Environment

Formulates liquor production processes and controls liquor


production at 17 distilleries to meet the requirements of each type
as well as the standards of the Thai Industrial Standards Institute.
This includes the formulation of environmental management
systems and controlling water treatment systems.

Office of Engineering

Oversees the engineering section to support the distilleries and


the Companys affiliates to align with goals for the utmost benefit
to the Group.

Office of Natural Essences Production

Oversees the process of natural essences production to meet the


quality set forth by the Company.

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Operating and
Financial Review

Operating and Financial Review

Overview
Thai Beverage Public Company Limited (ThaiBev) was established in 2003
with an aim to consolidate its leading spirits and beer businesses in Thailand,
which belonged to shareholders and other investors, into a group company.
In 2006, ThaiBev registered its listing on the Singapore Exchange (SGX)
and afterwards, expanded to the non-alcohol and food businesses in order to
diversify its product portfolio, enhance the logistics efficiency, and mitigate
business risks. Presently, ThaiBev is not only the leading beverage producer in
Thailand, but also one of the largest beverage producers in Asia. Our business
consists of 4 segments i.e. spirits, beer, non-alcohol beverages and food.

Our vision
ThaiBevs vision is to be the leading beverage producer and
distributor with commercial excellence, product premiumization,
and professionalism. Our mission is to strengthen our
relationship with stakeholders in every aspect, with emphasis
on the following 6 values.

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Offer top quality products to all customer segments;


Respond to demands of distributors with professional
service provision;
Place significance on the return on investment to
shareholders through revenue growth and stable and
continuous profitability;
Be a role model in terms of professionalism and
transparency; and operate by corporate governance;
Trust, authorize and reward employees to build the sense of
ownership; and
Contribute to the society.

Annual Report
2011

Thai Beverage
Public
Company
Limited

Strategies
Continue premiumization
ThaiBev has planned to premiumize products to expand to
the premium market, both in terms of quality and price, in
accordance with the changes in markets. The plan includes
globalizing the image of our products to compete in an
international arena, developing current and new products with
high profit margin to expedite growth of both top line and
bottom line of the business as well as to expand our product
portfolio to better respond to the demands of various customer
segments as well as the spending trend and higher buying
power in line with the recovering economy. In 2011, we
introduced the new beer under the brand of Chang Export
to the domestic market. Packaged in the refreshing label that
gives it a different look than others in the Chang family,
Chang Export is positioned as the international-standard
quality beer produced from 100% malt to cater the taste of
drinkers who prefer lighter and lower degree beers.

Our strategies to expand to the non-alcohol business aim to


diversify our product portfolio, to manage risks, especially risk
from excise tax increase for alcohol beverages as well as to
optimize our distribution network. These implementations shall
build the path for ThaiBev to become the leader of not only the
alcohol segment, but also the overall beverage industry.

Secure leading position in the market


ThaiBev, as the leading beverage producer in Thailand,
continuously focuses on securing its market leader position
through new product development. Innovative products are
launched constantly to stay ahead of the changing trends of
consumers. Moreover, we strengthen our position as the
market leader through public relations and marketing activities,
especially brand investment to raise presence of our brands to
achieve and secure the top-of-mind quality in the heart of our
target consumers. We deploy music and sports marketing as
they are top interests of our target customers. In addition,
we contribute to the society through our CSR activities.

Expand to the non-alcohol segment

Strengthen our distribution network

ThaiBev is expanding from the alcohol beverage market to the


robust non-alcohol beverage market via its existing distribution
network. We ventured into the non-alcohol beverage market
upon our acquisition of Oishi Group Public Company Limited
(Oishi). With a larger distribution network, we have seen healthy
growth of Oishi sales. In addition, presence of Chang Drinking
Water, Chang soda water, and other non-alcohol products was
boosted through promotional and marketing campaigns.
New Oishi products introduced in 2011 included Chakulza
carbonated green tea and Fruito premium green tea mixed
with fruit flavor, to extend the customer base. Moreover, the
Company has further built growth through the acquisition of
shares of Serm Suk Public Company Limited (Serm Suk).

Our distribution network is the strength of ThaiBev and a solid


structure on which our success and our leadership have been built.
Our distribution network has been developed and expanded
over 30 years along with our spirit and beer businesses.
We have a strong relationship with agents, distributors as well as
retailers, nurtured by our sales team and we are on a never-ending
mission to further advance our distribution network. In 2011,
ThaiBev supported 35 of our agents on installation of an online
information system to introduce these agents their very own
management system to enhance their business efficiency, and
at the same time, strengthen our relationship with these agents.
Also in 2011, ThaiBev acquired a total of 171,923,138 shares
or 64.66 percent of total shares of Serm Suk, totaling Baht

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/
Operating and
Financial Review

9,971,542,004 by making a voluntary tender offer. Our decision


to acquire Serm Suk was based on our strategy to reinforce
our distribution network, especially for our non-alcohol
portfolio to obtain a wider access to consumers.

Advance our international business


We continued to develop our international business by building
a strong business team and determining optimal business
models for each market. ThaiBev establishes the international
business step-by-step to attain a solid platform for the business.
We focus on obtaining the route-to-market, which we believe
to be a chief contributing factor to our success in the year 2010.
In 2011, ThaiBev continuously adjusted the route-to-market,
distributors in the US market and the sales teams as well as
the management for the markets in the USA, Singapore,
Cambodia, and Hong Kong. On brand marketing, we enrolled a
single marketing campaign for some brands in the global
market. For example, exported Chang Beer remained focusing
on music and sports marketing to ride the momentum and
achieve a vivid brand identity in consumers mind.

Maximize potential of our people


Our people are a vital element to our success. ThaiBev
simultaneously develops the quality and potential of our
employees on a continuous basis. We organize training courses
and workshops, which are tailor-made in correspondence with
their roles and responsibilities. In addition, we encourage our
staff to experience and learn new and interesting line of works
through internal rotation. Given an appropriate period of
rotation in advance, our people are given opportunities to
move away from their existing jobs, which may become a
routine in employees opinion, and be inspired and motivated
by new and different experiences that will sharpen their

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knowledge and skills, and enhance their contribution to the


future growth of the organization. Moreover, ThaiBevs focus
remains on cultivating our corporate core values through the
ThaiBev Core Values Project, which was initiated in late 2010
with an aim to instill the corporate core values for our people.

The Thai Economy


Thailands economy expanded during the first quarter of 2011,
a momentum that continued from late 2010, driven by both
domestic and international demands. Private consumption and
export sector therefore saw healthy expansion. However, the
catastrophic earthquake and Tsunami in Japan resulted in a
slowdown of automobile export. Domestic consumption
nonetheless did not suffer from the effect of the disaster, as
reflected in the Consumer Confidence Index as of the end of
the second quarter which reached the highest point in 4 years
in anticipation of economic and hiring stimulus as per the policies
of the new government. From September to the end of 2011,
the Thai economy was dampened by the economic recession of
the G3 countries (United States of America, Europe, and Japan)
as well as the flood situation in the lower part of Northern region,
the Central region, including certain parts of Bangkok. These
factors caused the industrial sector to shrink while the Consumer
Confidence Index dropped to an unusual low in the final quarter
of the year. The government saw it necessary to implement
measures in order to heal and recover the production sector
as well as to revive the household buying power to the normal
rate within the first quarter of 2012. These included
macro-economic planning to prepare for issues which may
arise from the risk of economic stability of EU countries.

Excise Tax
The government did not impose any increase of excise tax on
alcohol beverages in 2011.

Annual Report
2011

Thai Beverage
Public
Company
Limited

Domestic Business
The demand of the beverage market still fluctuated following
the Thai economy. The first half of 2011 indicated the uptrend
of the industrial and agricultural sectors as well as the
economic expansion of the countrys key trading counterparts.
These factors yielded growth of the many products namely
beer, spirits, and ready-to-drink tea when compared to 2010.
However, the economic slowed down and GDP forecast was
reduced as a result of the flood disaster in several areas of
Thailand, which dampened consumption, hindered distribution
in areas hit by the flood, and caused shortage of goods and
products in certain distribution channels. Beverage facilities
severely affected by the flood were mostly located in Ayutthaya,
Pathumthani and Nakornsawan provinces. Among our products,
ready-to-drink tea, canned coffee, fruit juice and bottled
drinking water were affected from the flood. However, other
facilities, which were intact, benefited from the surging
demands of the general public as part of their preparation
against the worsening natural disaster and for donation to
flood victims. Sales of ready-to-drink green tea, carbonated
soft drinks, electrolyte drinks, and bottled drinking water in
particular hiked during the crisis. Note that most of consumers
living in the flooded zones were burdened with the expenses
from household recovery, a main reason why sales were not as
robust as they usually have been during the celebratory period.

Spirits Business
Spirits sales increased in 2011, driven by the growth of brown
Thai spirits, which are popular among low and mid-tier product
consumers. A factor contributable to such growth was because
spending confidence of consumers fell and therefore;
some drinkers switched from imported to domestic spirits.

In addition, the Thai brown spirit started to gain popularity


among certain beer consumers.
Both Thai brown and white spirits of ThaiBev saw growth when
compared to last year. Total sales volumes of spirits rose by
6.2 percent YoY, lead by the Thai brown spirits which
remained popular among consumers who prefer quality taste
at value price, when compared to imported spirits. Brands that
experienced a continued robust growth were Hong Thong
and Blend 285. In addition, ThaiBevs white spirits have
maintained their popularity among drinkers, especially
Ruangkhao brand.
The net profit of the spirits business for the year 2011 was
Baht 13,355 million, an increase of 13.4 percent when
compared to the previous year.

Beer Business
Beer sales were rather stable in 2011. Sales volumes of the
overall beer industry slightly improved in the first half of 2011
due to consumption during the election period and the political
clarity after the general election. However, the flood in the
lower Northern region, the Central region as well as certain
parts of Bangkok hindered the product distribution in the
flooded zones, resulting in the decrease of sales volume in the
second half of the year. Moreover, consumers were greatly
concerned about the flood situation and therefore; cut back on
on-premise consumption. As a result, beer sales, consumption
of which mostly occurred at on-premise channel, were
impacted from the flood.
Sales volume of the beer business of ThaiBev in 2011 declined
by 5.7 percent, mainly derived from the increased net selling

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Operating and
Financial Review

price of some products in order to increase the profit margin


per unit. However, such increase resulted in a slight decrease
in sales by 2.4 percent. In the fourth quarter of 2011,
the Company launched the new beer under the brand
Chang Export, international-standard quality beer with
unique character. It is produced from 100% malt, giving a light
and refreshing taste with malt aroma, with an aim to respond
to the demand of drinkers who prefer lower alcohol-degree
beer. Chang Export shines in the newly designed label, which is
different from others in the Chang Beer family. Chang Export
sales volumes in the last quarter of 2011 reflected a
satisfactory consumer feedback. We expect that Chang Export
will be one of the major products to achieve the beer business
turnaround in the future.
Our two breweries were confronted by the flood in the fourth
quarter of 2011. They were located in Ayutthaya province,
where the flood level was high, causing difficulty in distribution
of products to consumers. However, we coped with the flood
situation by building land dykes and putting in place the water
pumping system at both sites. As a result, the interior of both
facilities were safe from water penetration albeit the high flood
level surrounding the facilities. We tried to maintain sales by
rerouting a part of our products from our brewery in
Kampangpetch province for sale in the Central region as well as
re-allocating our sales team to support sales in areas which
accommodated evacuees such as Chonburi and Rayong
provinces as a way to compensate sales decline in the flooded
areas. In addition, we expedited relocation of the finished
goods from the facilities to warehouses outside the
flood-affected zones to prevent possible damages.
The beer business in 2011 incurred net loss of Baht 1,031
million or a decrease of 37.2 percent, when compared to the

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previous year due to the increase of net selling price, the


reduction of the depreciation, and marketing spending.

Non-alcohol Business
In 2011, the non-alcohol beverage market grew less than
expected mainly attributable to the flood situation in the
fourth quarter of the year. However, the market still indicated
a continued uptrend from the previous year. Consequently,
more and more new operators enter the market as they see a
chance to grow while existing operators attempted to develop
their products to differentiate from competitors and at the
same time, price and public relations competition is becoming
more aggressive. Products which enjoyed a high growth rate
were ready-to-drink teas, accelerated by continual marketing
campaigns of operators to attract consumers.
Key contributors for sales of the non-alcohol business of the
Company in 2011 remained the products under Oishi brands.
Oishi maintained the highest market share in the green tea
market in Thailand, which reflects the consumer confidence
and the brands invigorating presence. We continued to launch
many new Oishi products, including Chakulza green tea
mixed with soda water and the innovation of the green tea
market, Fruito premium green tea with fruit flavors.
The introduction of diversified products helped extending our
green tea consumer base while tapping into consumers of other
non-alcohol products, who may switch their interest to the
ready-to-drink teas instead. However, the growth rate of Oishi
did not meet the forecast partly due to the flood crisis in the
fourth quarter, which caused water penetration at Oishi
facilities in the Navanakorn Industrial Estate and interrupted
the manufacture of some products. Nevertheless, there was
another facility in the Amata Nakorn Industrial Estate and

Annual Report
2011

Thai Beverage
Public
Company
Limited

outsourcing was arranged to a certain extent. It was expected


that the Oishi facility at Navanakorn Industrial Estate shall
return to partial operations since March 2012 onwards.
Chang drinking water and soda water gained continuous sales
volume growth in accordance with their increasing brand
presence in 2011. More marketing campaigns were organized
such as sponsorship for concerts of Thongchai Bird Mcintyre,
a famous Thai singer, sponsorship for the animation show
called Bird Land Dan Mahusajan and collaboration in the
Power of Thai Project where a part of proceeds from sales of
Chang Drinking Water was donated for assistance provided to
schools impacted by the floods.
Besides strengthening our existing brands, we expanded
our non-alcohol business through an acquisition. In September
2011, Thai Beverage Logistics Co., Ltd. (TBL), our
subsidiary, agreed to acquire 110,461,960 shares of Serm Suk
from PepsiCo Group at the price of Baht 58 per share, totaling
Baht 6,406,793,680. After such agreement, TBL made a
voluntary tender offer to acquire a total of 265,900,484
shares, or equivalent to 100 percent, of Serm Suk at the price
of Baht 58 per share. The voluntary tender offer period lasted
25 working days during September 15 and October 19, 2011.
After the end of the period, TBL acquired a total of
171,923,138 shares, equivalent to 64.66 percent, totaling
Baht 9,971,542,004.
The acquisition of Serm Suk was made because we saw the
strength of Serm Suk distribution network and its synergy that
provides ThaiBev products a wider access to consumers,
especially for ThaiBev non-alcohol products. Prior to the
acquisition, Serm Suk was one of distributors for Oishi and
other non-alcohol products of ThaiBev. In addition, the

portfolio of Serm Suk contained non-alcohol products, of which


their growth could be built.
In 2011, sales of the non-alcohol business were Baht 10,862
million, or an increase of 67.4 percent from the previous year,
derived from sales of Serm Suk during October 1, and
December 31, 2011were consolidated into those of ThaiBev and
growth of sales of Oishi beverages. However, the non-alcohol
business incurred net loss in 2011 because of the net selling
price of Oishi, the fixed cost burden incurred as a result of the
temporary production halt during the flood as well as the
increase in interest expenses from the acquisition of Serm Suk.

Food Business
The food business saw healthy growth in the first 3 quarters
of the year due to the improved economy. However, some
dining outlets in the flooded zones were forced to close on a
temporary basis due to the severe flood.
In 2011, sales of ThaiBevs food business were Baht 4,126
million, or an increase of 13.4%, when compared to the
previous year, attributable to the expansion of a total of
25 dining outlets. Emphasis of outlet expansion was towards
Shabushi restaurant in response to its high growth. There were
a total of 120 restaurants as of the end of 2011. ThaiBev
offered additional variety to consumers through its
introduction of a Japanese barbecue buffet dining under the
brand Nikuya Japanese Barbecue Buffet, developed by Oishi
and not from franchising.
In 2011, the food business has net profit of Baht 107 million,
or a decrease of 33.5 percent due to the increased raw material
costs and loss brought forward that was depleted in 2010.

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Operating and
Financial Review

International Business
ThaiBev through its wholly own subsidiary, International
Beverage Holdings Limited (IBHL), is responsible for building
the international business. IBHL has its headquarter in
Hong Kong, and regional offices in Singapore, Cambodia, Malaysia,
UK, USA and China. IBHL distributes to over 80 countries,
offering main products namely whiskies from the Inver House
portfolio, ThaiBevs Chang Beer, Thai spirits and non-alcohol
product portfolio, as well as Chinese spirits from Yunnan
Yulinquan Liquor Co., Ltd (YLQ).

La Liga. When combined with the sponsorship with Everton FC


in the English Premier League, Chang Beer will have a very
impactful marketing campaign to reach targeted consumers.
Moreover, Old Pulteney, which has a long standing association
as the maritime malt, sponsors the Old Pulteney Row to the
Pole mission involving the expedition to the magnetic north
pole. Audience can follow the adventure online and experience
the extraordinary journey. In addition, it hosts the maritime
photography contest every year.

Continuing to expand product portfolios to better


serve core market needs

Our international production centers include five distilleries


in Scotland, and one distillery in Yunnan, China. IBHLs vision
is to be a total beverage company (offering alcohol and
non-alcohol drinks) with highly regarded international brands
for consumers around the world, and to represent a substantial
revenue proportion to ThaiBev within 5 years.

In order to fulfill a variety of consumers demands in the key


overseas markets, IBHL aims to continue develop new ranges
of products such as Mainstream Rum, Super Premium Gin,
High Strength Beer, and non-alcoholic beverages (Oishi).

Strategy

IBHL focuses on firmly building strong business in the


emerging markets including Asia, Africa, and the Middle East,
and the developed markets including USA, Europe, and
Australia. Besides, IBHL plans to expand its overseas markets
through the mergers and acquisitions strategy to fulfill
product portfolio, and establish the distribution channels.

IBHLs strategy continues to build on three blocks:

Building core brands with global footprints


IBHL focuses on building its key brands, i.e. a) single malt
whisky such as Balblair, Old Pulteney, Speyburn, and anCnoc,
b) blended whisky such as Hankey Banister, c) exported
products from Thailand such as Chang Beer, via marketing
activities. Marketing plan and investment will be executed in
line with the brand strategy and market trend. For instance,
internationalizing Chang brand through the global
introduction of Live Like You Mean It concept, followed by
the sponsorship of Real Madrid C.F. and FC Barcelona, the two
most famous and inspirational Spanish football teams in

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Focusing on achieving business growth in key


emerging and developed markets

Furthermore, IBHL continues to strengthen its current route to


market as well as organizational capability in order to expand
business worldwide.

Annual Report
2011

Thai Beverage
Public
Company
Limited

Development in 2011
Overall performance of the international business

international sales showed a remarkable growth of over 50


percent, mainly attributable to the successful marketing
campaigns connecting todays consumers.

Revenues of the international business grew by more than


20 percent when compared YoY, same as in 2010, with the
continued increase in net profit. The main reasons for the
growth are the higher sale of Scotch whisky in UK and ROW
and Chang Beer in ASEAN as well as in other regions around
the world.

Looking ahead, our marketing activities for Chang Beer in


overseas markets will still emphasize on sports and music
marketing under the concept of Live Like You Mean It to
accentuate our brand presence and identity in consumers mind.

Inver House products

Chang Beer Export Version was once again the winner in an


international competition in 2011. It was awarded the
Asias Best Premium Lager from the World Beer Awards 2011.

Inver House single malt portfolio is the key contributor for


revenues of the international business. In 2011, IBHL
increased the export of its whisky products to emerging
markets including Latin America, Africa and Eastern Europe,
and expanded the distribution network in the US market,
contributing to the growth of Scotch whisky sales. Moreover,
IBHL continues to focus on brand building in order to
strengthen brand equity in the markets.
We are proud to report that our single malt whisky Old
Pulteney was selected as the World Whisky of the Year by
the internationally recognized 2012 edition of Jim Murrays
Whisky Bible in 2011. Other products of our portfolio were
recognized by awards from prestigious international
competitions such as Balblair Highland Single Malt Scotch
Whisky 1978, and Hankey Banister 40 Year Old, which
received the Gold Best in Class from the International Wine
and Spirit Competition (IWSC) 2011. These achievements
reflect our success in the effort to premiumize key products.

Thai spirits
In 2011, the Company continued to focus on the sales of
Thai spirits in ASEAN countries. IBHL continued to expand the
presence of Mekhong in the Asian, European, and US market,
which are the key markets for rum product. Mekhong was also
introduced in new markets namely, Japan and Netherlands.
Furthermore, the new branding of rum and ad-mix whisky
portfolio was being worked on to fulfill demands in several
major markets.

Yunnan Yulinqaun products


A new sales office was set up in Kunming in 2010 to expand
the Chinese spirits distribution network in Yunnan province,
coupled with the emphasis on expansion in mid to high-end
products, generated higher sales of Chinese spirits products
in 2011 with continued profitability from the operation.

Chang Beer in overseas markets


IBHL remained focus on growing Chang Beer sales and the
expansion into new overseas markets. In 2011, Chang Beer

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Operating and
Financial Review

Acquisition of Serm Suk Public Company Limited Synergy for Robust Growth
In fulfilling our goal to becoming a fully integrated beverage
company, Thai Beverage Public Company Limited (ThaiBev),
by its wholly-owned subsidiary - Thai Beverage Logistics
Co., Ltd. (TBL), made a voluntary tender offer to acquire all
issued and sold shares of Serm Suk Public Company Limited
(Serm Suk), a producer and distributor of carbonated
soft drink of Pepsi Group, drinking water and soda water,
including distributor of energy drinks, other beverages and
ready-to-drink Oishi green tea for Oishi. Currently, Serm Suk
is one of Thailands largest manufacturers and distributors
of carbonated soft drinks and a listed company on the
Stock Exchange of Thailand (SET). After completion of the
share acquisition in October 2011, ThaiBev, via TBL, became
major shareholder of Serm Suk, holding approximately 64.66%
of all issued and sold shares of Serm Suk.
This acquisition is expected to galvanize and strengthen our
non-alcoholic portfolio in the longer term. We believe that
contribution of Serm Suk will become value accretive to
ThaiBev. ThaBev is already the largest alcoholic producer and
distributor in Thailand. By combining the strength of the
distribution network of Serm Suk, ThaiBev now has the most
extensive beverage distribution capabilities in the country.

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Acquisition strategic rationale:


Broaden ThaiBev distribution network to traditional trade
channel;
Expand product portfolio and obtain immediate entry into
non-alcoholic drinks segment;
Attain the efficient returnable bottle system;
Achieve cost synergies from sharing warehouses; and
Deploy defensive approach to create barrier to entry from
other beverage players.

/
Management Discussion
and Analysis

Annual Report
2011

Thai Beverage
Public
Company
Limited

Management Discussion
and Analysis
Performance for the year ended 31 December 2011

Since 1 January 2011, the Company has adopted Thai Financial


Reporting Standards (TFRS) in comformity with International
Financial Reporting Standards (IFRS). Operation performance
report for the period of 2010 has already been restated to
comply with the above changes and for comparative purposes.
Thai Beverage Logistics Co., Ltd. (TBL), a direct subsidiary of
the Company, acquired Serm Suk Public Company Limited
(Serm Suk), a Thai company currently listed on the Stock
Exchange of Thailand through a voluntary tender offer for all
issued and paid-up common shares during 15 September 2011
to 19 October 2011. Serm Suk is principally engaged in the
production and distribution of soft drinks, drinking water,
soda water and other beverages. TBL acquired 64.66%
equity interest of Serm Suk at the end of tender offer period,
equivalent to 171,923,138 shares at Baht 58 per share for a
cash consideration of Baht 9,971.5 million. The Company has
included the assets and liabilities of Serm Suk in the
consolidated statements of financial position. The results of
operations and cash flows for the period of 1 October 2011
to 31 December 2011 were included in the consolidated
statements of income and cash flows respectively. Serm Suks
operations were recognized under the non-alcoholic beverages
business segment.
In latter part of 2011, key geographic areas of Thailand were
severely inundated by major flood. As a result, some of the
Company plants and operations were affected and interrupted,
especially non-alcoholic beverage facilities in Pathumthani
province. The financial impact from flood damages that
affected our production facilities and business interruption for
the most part are to be mitigated by insurance coverage that
contains Industrial All Risks (IAR) and Business Interruption (BI)
conditions. The Company booked the initial impact consisting of
large financial portion from flood damages and claims in this
period. However, the final assessment of damages and claims
are still being surveyed and on going.

Group
For the year 2011, total sales revenue of the Company was
Baht 132,186 million, an increase of 9.7% or Baht 11,714
million, from Baht 120,472 million of last year, due to an
increase of sales revenue from the spirits business of 10.4%,
the non-alcoholic beverages business of 67.4% and the food
business of 13.4% although there was a decrease from the
beer business of 2.4%.
Gross profit was Baht 34,844 million, an increase of Baht
4,197 million, or 13.7%, due to an increase of gross profit in
the spirits business of 11.3%, the beer business of 13.9%,
the non-alcoholic beverages business of 51.8% and the food
business of 10.5%.
Earnings before interest, tax, depreciation and amortization
(EBITDA) was Baht 21,238 million, an increase of Baht 1,681
million, or 8.6%, due to an increase of EBITDA in the spirits
business of 8.3%, the food business of 1.7% and a decrease of
EBITDA (loss) in the beer business of 79.4% although there
was a decrease of EBITDA in the non-alcoholic beverages
business of 70.6% which mainly due to impacts from severe
flooding to business operations of two non-alcoholic beverage
factory in Pathumthani province and an associate.
Net profit was Baht 11,984 million, an increase of Baht 1,325
million, or 12.4%, due to an increase of net profit in the spirits
business of 13.4% and a decrease of net loss in the beer
business of 37.2% although there was a decrease of net profit
in the food business of 33.5% and the non-alcoholic beverages
business of 221.1%. After sharing loss from non-alcoholic
beverages business to non-controlling interests, net profit
attributable to owners of the Company was Baht 12,042
million compared to Baht 10,550 million of last year, an
increase of Baht 1,492 million or 14.1%.

/ 79

/
Management Discussion
and Analysis

Unit: Million Baht


Non% to alcoholic
Sales beverages

Spirits

% to
Sales

Beer

Revenue from sales

84,764

100.0

32,855

100.0

Cost of sales

57,488

67.8

29,472

Gross profit

27,276

32.2

3,383

Selling expenses

3,089

3.6

Administrative expenses

5,225

YTD_ 2011

Operating profit (loss)


Other income/Interest income
EBIT (loss)
Finance costs
Income tax
Net Profit (loss)
Depreciation & Amortization
EBITDA (loss)

% to
Sales

Food

% to
Sales

% to
Sales

Total

% to
Sales

10,862

100.0

4,126

100.0

(421)

100.0

132,186

100.0

89.7

8,281

76.2

2,512

10.3

2,581

23.8

1,614

60.9

(411)

97.6

97,342

73.6

39.1

(10)

2.4

34,844

26.4

2,870

8.7

1,932

17.8

428

10.4

(39)

9.3

8,280

6.3

6.2

1,921

5.8

1,088

10.0

1,015

24.6

(23)

5.5

9,226

7.0

18,962

22.4

(1,408)

(4.3)

(439)

(4.0)

171

4.1

52

(12.4)

17,338

13.1

357

0.4

0.6

24

0.2

31

0.8

(52)

12.4

568

0.4

19,319

22.8

(3.7)

(415)

(3.8)

202

4.9

17,906

13.5

228

0.3

115

0.4

105

1.0

0.2

455

0.3

5,736

6.8

(284)

(0.9)

(73)

(0.7)

88

2.1

5,467

4.1

13,355

15.8

(1,031)

(3.1)

(447)

(4.1)

107

2.6

11,984

9.1

1,447

1.7

1,058

3.2

610

5.6

217

5.3

3,332

2.5

20,766

24.5

(0.4)

195

1.8

419

10.2

21,238

16.1

208
(1,200)

(142)

Eliminate

Unit: Million Baht


Non% to alcoholic
Sales beverages

Spirits

% to
Sales

Beer

Revenue from sales

76,763

100.0

33,671

100.0

Cost of sales

52,257

68.1

30,701

Gross profit

24,506

31.9

Selling expenses

2,594

Administrative expenses

YTD_ 2010

Operating profit (loss)


Other income/Interest income
EBIT (loss)
Finance costs
Income tax
Net Profit (loss)
Depreciation & Amortization
EBITDA (loss)

/ 80

% to
Sales

Food

% to
Sales

6,487

100.0

3,639

100.0

91.2

4,787

73.8

2,179

2,970

8.8

1,700

26.2

3.4

3,146

9.3

854

5,315

6.9

2,223

6.6

16,597

21.6

(2,399)

(7.1)

272

0.4

16,869

22.0

161

0.2

4,936

89

% to
Sales

Total

% to
Sales

(88)

100.0

120,472

100.0

59.9

(99)

112.5

89,825

74.6

1,460

40.1

11

(12.5)

30,647

25.4

13.2

408

11.2

(29)

33.0

6,973

5.8

591

9.1

847

23.3

(2)

2.3

8,974

7.4

255

3.9

205

5.6

42

(47.7)

14,700

12.2

(42)

Eliminate

0.3

27

0.4

19

0.5

47.7

365

0.3

(6.9)

282

4.3

224

6.2

15,065

12.5

73

0.2

21

0.3

0.1

259

0.2

6.4

(740)

(2.2)

(108)

(1.7)

59

1.6

4,147

3.4

11,772

15.3

(1,643)

(4.9)

369

5.7

161

4.4

10,659

8.8

2,302

3.0

1,620

4.8

382

5.9

188

5.2

4,492

3.7

19,171

25.0

(2.0)

664

10.2

412

11.3

19,557

16.2

(2,310)

(690)

Annual Report
2011

Thai Beverage
Public
Company
Limited

Unit: Million Baht


Nonalcoholic
% beverages

Increase (Decrease)

Spirits

Revenue from sales

8,001

10.4

(816)

Cost of sales

5,231

10.0

(1,229)

Gross profit

2,770

11.3

413

13.9

Selling expenses

495

19.1

(276)

Administrative expenses

(90)

(1.7)

2,365

Operating profit (loss)


Other income/Interest income
EBIT (loss)
Finance costs
Income tax
Net Profit (loss)
Depreciation & Amortization
EBITDA (loss)

Beer

Food

Eliminate

Total

%
9.7

(2.4)

4,375

67.4

487

13.4

(333)

(378.4)

11,714

(4.0)

3,494

73.0

333

15.3

(312)

(315.2)

7,517

8.4

881

51.8

154

10.5

(21)

(190.9)

4,197

13.7

(8.8)

1,078

126.2

20

4.9

(10)

(34.5)

1,307

18.7

(302)

(13.6)

497

84.1

168

19.8

(21)

(1,050.0)

252

2.8

14.2

991

41.3

(694) (272.2)

(34)

(16.6)

10

23.8

2,638

17.9

85

31.3

119

133.7

12

63.2

(10)

(23.8)

203

55.6

2,450

14.5

1,110

48.1

(22)

(9.8)

2,841

18.9

67

41.6

42

57.5

84

400.0

75.0

196

75.7

800

16.2

456

61.6

35

32.4

29

49.2

1,320

31.8

1,583

13.4

612

37.2

(816) (221.1)

(54)

(33.5)

1,325

12.4

(37.1)

(562)

(34.7)

228

59.7

29

15.4

(1,160)

(25.8)

8.3

548

79.4

(469)

(70.6)

1.7

1,681

8.6

(855)
1,595

(3)

(11.1)

(697) (247.2)

Spirits Business

Beer Business

For the year 2011, sales revenue was Baht 84,764 million,
an increase by Baht 8,001 million, or 10.4%, mainly due to
an increase of sales volume and product mix. Total sales volume
of spirits was 551.7 million litres, an increase of 6.2%.

For the year 2011, sales revenue was Baht 32,855 million,
a decrease by Baht 816 million, or 2.4%, mainly due to a
decrease of sales volume although there was an increase in net
sales price. Total sales volume of beer was 613.3 million litres,
a decrease of 5.7%.

Gross profit was Baht 27,276 million, an increase by Baht


2,770 million or 11.3%, mainly due to the increase in sales
revenue and a decrease in depreciation.
Earnings before interest, tax, depreciation and amortization
(EBITDA) was Baht 20,766 million, an increase of Baht 1,595
million, or 8.3%, mainly due to the increase in gross profit,
a gain on sale of investment properties and a decrease in
idle costs.
Net profit was Baht 13,355 million, an increase by Baht 1,583
million or 13.4%, mainly due to the increase in EBITDA and
a decrease in depreciation.

Gross profit was Baht 3,383 million, an increase by Baht 413


million, or 13.9%, mainly due to an increase in net sales price
and a decrease in depreciation.
EBITDA showed a loss of Baht 142 million, a decrease by Baht
548 million, or 79.4%, mainly due to the increase in gross
profit and a decrease in marketing expenses.
Net loss was Baht 1,031 million, a decrease by Baht 612
million, or 37.2%, mainly due to the increase in EBITDA and a
decrease in depreciation.

/ 81

/
Management Discussion
and Analysis

Non-Alcoholic Beverages Business


For the year 2011, the Company has included Serm Suk operation results for the period of 1 October 2011 to 31 December 2011
in the non-alcoholic beverages business segment.

ThaiBev

Serm Suk

Total
(Million Baht)

Sales

6,712

4,150

10,862

Gross profit

1,828

753

2,581

Year 2011

EBITDA (loss)

308

(113)

195

Net profit (loss)

(46)

(401)

(447)

Year 2010
Sales

6,487

6,487

Gross profit

1,700

1,700

EBITDA (loss)

664

664

Net profit (loss)

369

369

Sales

3.5

n/a

67.4

Gross profit

7.3

n/a

51.8

(53.6)

n/a

(70.6)

(112.4)

n/a

(221.1)

% increase (decrease)

EBITDA (loss)
Net profit (loss)

/ 82

Annual Report
2011

Thai Beverage
Public
Company
Limited

Food Business
For the year 2011, sales revenue was Baht 10,862 million,
an increase by Baht 4,375 million or 67.4%, mainly due to
the inclusion of Serm Suk beverage sales and the increase of
Oishi beverages sales volume although there was a decrease in
net sales price to cope with a competitive market. Total sales
volume of Oishi beverages, which consist of green tea, black
tea, and other non-alcoholic beverages, was 231.8 million
litres, an increase of 9.3%. Energy drinks generated sales
volume of 8.5 million litres, an increase of 0.9%. Soda and
drinking water generated sales volume of 35.1 million litres
and 172.9 million litres respectively, an increase of 27.9%
and 70.8% respectively.
Gross profit was Baht 2,581 million, an increase by Baht
881 million or 51.8%, mainly due to the increase in sales
revenue and product mix.

For the year 2011, sales revenue was Baht 4,126 million,
an increase by Baht 487 million or 13.4%, mainly due to
an increase in the total size of branches and sales price.
Gross profit was Baht 1,614 million, an increase by
Baht 154 million or 10.5%, mainly due to higher sales although
food costs increased in accordance with the variety of foods
available and an increase in raw material cost.
Earnings before interest, tax, depreciation and amortization
(EBITDA) was Baht 419 million, an increase by Baht 7 million
or 1.7%, mainly due to the increase in gross profit although
staff costs and branch rental fees increased.
Net profit was Baht 107 million, a decrease by Baht 54 million,
or 33.5%, mainly due to tax impacts although EBITDA
increased.

Earnings before interest, tax, depreciation and amortization


(EBITDA) was Baht 195 million, a decrease by Baht 469 million
or 70.6%, mainly due to the impacts of severe flooding to two
non-alcoholic beverage facilities in Pathumthani province and
an associates preform plant in Lopburi province. These plants
were not able to operate at normal level but had to absorb a
burden of fixed cost unavoidably.
Net loss was Baht 447 million, a decrease by Baht 816 million
or 221.1%, mainly due to the decrease in EBITDA and the
increase in interest expenses from loans to support acquisition
of Serm Suk.

/ 83

/
Management Discussion
and Analysis

Financial Position
As at the end of December 2011, the Company has included the assets and liabilities of Serm Suk in the consolidated statement of
financial position.

Adjustment

Total
(Million Baht)

ThaiBev

Serm Suk

Current assets

41,245

5,046

(21)

46,270

Non-current assets

50,595

8,898

(5,871)

53,622

Total assets

91,840

13,944

(5,892)

99,892

Current liabilities

18,281

3,050

(21)

21,310

Non-current liabilities

13,266

1,799

Equity

60,293

9,095

(5,871)

63,517

Total liabilities & Equity

91,840

13,944

(5,892)

99,892

Current assets

35,189

35,189

Non-current assets

41,844

41,844

Total assets

77,033

77,033

Current liabilities

18,367

18,367

1,785

1,785

Equity

56,881

56,881

Total liabilities & Equity

77,033

77,033

31 December 2011

15,065

31 December 2010

Non-current liabilities

/ 84

Annual Report
2011

Thai Beverage
Public
Company
Limited

Assets

Liquidity

Total assets as at the end of December 2011 was Baht


99,892 million, an increase by Baht 22,859 million, or 29.7%,
compared with the end of 2010. Current assets increased by
Baht 11,081 million, mainly due to an increase in inventories.
Non-current assets increased by Baht 11,778 million, mainly
due to an increase in property, plant and equipment and
goodwill from acquisition of Serm Suk.

Cash and cash equivalents, as at December 31, 2011, was


Baht 3,442 million. The net increase from the beginning of the
period was Baht 84 million. Details of activities were as follows:

Liabilities
Total liabilities as at the end of December 2011 was Baht
36,375 million, an increase by Baht 16,223 million, or 80.5%,
compared with the end of 2010. This was mainly due to an
increase in loans from financial institutions to purchase shares
of Serm Suk and employee benefit obligations.
The maturity of interest-bearing loans was as follows:

Unit: Million Baht


Within Dec. 2012 7,027
Within Dec. 2013 1,533
During Jan. 2014 Nov. 2016 9,667
Total
18,227

Shareholders Equity
Total equity as at the end of December 2011 was Baht 63,517
million, an increase of Baht 6,636 million, or 11.7% compared
with the end of 2010. This was mainly due to an increase in
non-controlling interest from acquisition of Serm Suk and an
increase in net retained earning which comprised of profit for
the period and dividend payment.


Unit: Million Baht
Net cash provided by operating activities
12,246
Net cash used in investing activities
(11,992)
Net cash used in financing activities (377)
Net decrease in cash and cash equivalents in period
(123)
Adjustment from financial statement translation
206
Cash and cash equivalents at beginning of period
3,359
Cash and cash equivalents at end of period
3,442
Net cash provided by operating activities of Baht 12,246
million was mainly derived from net income of Baht 11,984
million, non-cash items from depreciation and amortization of
Baht 3,331 million and working capital and others decreased
by Baht 3,069 million.
Net cash used in investing activities of Baht 11,992 million
was mainly due to invest in Serm Suk and purchase of property,
plant and equipments.
Net cash used in financing activities of Baht 377 million was
mainly due to dividend and interest payment which offset by
net increase of bank overdrafts and loans from financial
institutions.

/ 85

/
Management Discussion
and Analysis

Financial Ratios
Dec.31, 11

Dec.31, 10

Current Ratio (times)

2.17

1.92

Total Debt to Equity Ratio (times)

0.57

0.35

Net asset value per share (Baht)

2.39

2.25

Jan. - Dec.11

Jan. - Dec.10

48

53

26

27

Accounts Receivable Turnover (days)


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

/ 86

Annual Report
2011

Thai Beverage
Public
Company
Limited

Shareholder Returns
Dividends
The current policy of the Board of Directors is to recommend to our shareholders a dividend of not less than 50% of net profits after
deduction of all specified reserve, subject to investments plan and as the Board of Directors deems appropriate.
For the financial year ended 31 December 2011, the Board of Directors has recommended total dividend of Baht 9,290.71 million.
Year 2011

Year 2010

9,290.71

8,788.51

25,110

25,110

Interim dividend per share (Baht)

0.15

0.15

Final dividend per share (Baht)

0.22

0.20

Total dividend per share (Baht)

0.37

0.35

77.15

83.30

19.91

18.81

0.48

0.42

25,110

25,110

Dividend for the year (Million Baht)


Number of shares issued (Million shares)

Dividend payout ratio (%)


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

/ 87

/
Risk Management
Strategies

Risk Management Strategies

Market Competition Risk


Competition in the beverage market was not different from
last year, the intensity of which varied between segments.
Competition in the alcohol beverage segment was restricted by
the Alcohol Beverage Control Act, which was effective in 2009.
Promotions and advertisement in mass media declined due to
related legal restrictions. Producers and product owners shifted
their focus to product distribution and other activities, which
are allowed by the laws.
On the brown spirits side, ThaiBev is one of the largest
manufacturers with high market share and popular brands.
It is therefore the single spirits producer, which continuously
organizes music events while smaller competitors focus on
expediting their growth with low selling price. In the beer
market, ThaiBev and large-sized business competitors focus on
brand building through sports marketing, especially football,
as well as music marketing. In 2011, a key competitor in the
beer business entered into contracts with major football clubs
in the Premier League to incorporate them in its branding
activities, the strategy which was pioneered and has been
deployed by ThaiBev over 6 years now.
Competition was rather aggressive in the non-alcohol beverage
segment, with major products being drinking water, soda water,
and green tea, due to several key domestic and international
players. Marketing for Chang drinking water reached its second
year and we competed against major competitors. Competition
of the drinking water covered every aspect, including
advertisement, public relations, sales promotions and others.
This was because the product was not restrained by the Alcohol
Beverage Control Act. In 2011, the green tea market, in which
ThaiBev is the market leader with our products under the

/ 88

Oishi brand, faced the most intense competition. New players


utilized quite a large budget to win the market share from
market leaders. Apart from the high advertising budget, large
amounts were spent for sales promotional activities, including
product push, shelf spacing, and price war. The Company saw it
necessary to utilize a large budget in this year to secure our
market share.
Although competition is regarded as a business risk, it is normal
for any liberal markets. Therefore, the risk from competition is
actually the risk from the decline of profit margin as a result of
more spending to protect ones market share. In 2011, the
alcohol beverage market was not impacted by the risk from
competition, since both targeted top line and bottom line were
met. For the green tea market, the impact was slightly felt and
therefore; the profit of Oishi, one of our subsidiaries, decreased
in 2011. However, we believe that the effect will be short-lived
as the brand has strong presence and it is highly popular among
the consumers. Based on our observation, our sales were
slightly impacted during the promotional activities of other
players, and they usually returned to the normal rate after such
promotions ended. In conclusion, the risk from competition was
present to a certain extent in 2011; however, our executives
managed to limit the impact to be on a short-term basis and we
believe that there will not be any long-term effects.

Risk on Regulations and Tax


Issues arising out of the law on control of alcohol beverages,
which was effective since the year 2009 remained unchanged.
Lack of clarity of the law led to interpretation by the law
enforcing and the law enforced parties. In 2011, several cases
were brought to the justice process; however, the ones involved
us did not have grounds indicating that the Company violated

Annual Report
2011

Thai Beverage
Public
Company
Limited

the law. Some cases were dismissed by the general attorneys


while others underwent trials and were concluded that no
violation of the law was made. Hence, although there is risk on
such aspects, we are confident that we will be able to handle
any cases as we added in the organizational structure the legal
officers for our regional offices and we have experience in
several precedent cases.
Referring to the risk from excise tax adjustment, the excise tax
on alcohol beverages was re-considered after the new
government was formed. The Company saw the possibility of
the excise tax increase since the public sector needed to
generate revenues for spending following several measures to
be implemented, especially those in relation to the restoration
of the country after the flood disaster in late 2011.
Each excise tax increase more or less affects the cost of goods,
depending on the rate of the increase. The Company usually
passes the burden on to consumers to maintain the profit
margin, a strategy which has been managed without any
effects on profit. Such excise tax increase will lead to the price
adjustment that creates an impact on sales, which lasts only
temporarily. After the consumers adjust to such price, sales
usually return to its normal rate a few months afterward.
We have definite approaches and experience in managing the
tax increment and we are confident that similar tax increases
are manageable as usual.

Raw Materials and Packaging Supply Risk


Certain raw materials in alcohol beverage production are
domestic and international agricultural products; for example,
rice, malt, hops and molasses. The fluctuations of their
quantities and prices vary according to the natural factors in
each year. For the production year 2012, we mitigate the risk

by entering into forward contracts at appropriate prices and


adequate volumes for production throughout the year. As for
major packaging materials, including fuels used in production,
we also entered into forward contracts for most items to
mitigate the risk of supply shortage and inadequate volumes
for production.

Finance and Investment Risk


ThaiBevs business operations and expansion are capitalintensive and therefore, incur risks and several uncertainties.
The business itself is capital-intensive. In addition, new product
research and development, new factory construction and
maintenance and modifications of the existing factories call for
continuous investments. Furthermore, the Company incurs
expenses in constant surveillance on the latest developments in
the domestic and overseas beverage markets.
Previous investments were funded by external loan resources,
recapitalization, and ThaiBevs internal cash flow. It is expected
that future business expansion or modifications of breweries
and distilleries of the Company will be funded by additional
borrowing and internal cash flow. In this regard, ThaiBev has
taken steps to secure additional credit lines from financial
institutions, including overdraft credit lines, promissory note
credit lines, and issuance of bills of exchange. ThaiBev currently
commands financial liquidity of 3.6 times of the total average
sales of one month. Such risk is constantly mitigated by the
Office of Controller, which involves in planning for investments
to obtain information for use in preparing the appropriate
financial structure.

/ 89

/
Risk Management
Strategies

Compliance with Environmental Protection Law


ThaiBev sees significance in ensuring compliance with
laws and constant updates of production standards,
reflected in our applications of various systems such as
the Quality Management System Standard (ISO 9000:2008),
Food Safety Management System Standard (ISO 22000:2005),
Environmental Management System Standard
(ISO 14000:2004), Good Manufacturing Practice and
Hazard Analysis Critical Control Points (GMP&HACCP).
Furthermore, we appointed the Energy Management Committee
to oversee the consumption of electricity, thermal energy
and hydropower, with an aim to optimize consumption of the
3 resources in a long run. Constant surveillance is arranged
for these 3 resources and annual objectives are defined in
order to control usage ratio. In addition, contamination
monitoring is set and continuous search for alternative
resources is carried out; for example, random tests for
sources of water used in production process and the search
for sources of alternative energy.

Risks from Flood Disasters


Many areas in Thailand suffered from the flood disaster in
2011, especially during September to November 2011.
The flood vastly affected industries in the country.
Certain parts of ThaiBevs operations were halted by the flood
as routes were cut off, which obstructed the distribution of
raw materials and packaging materials. Also, our staff faced
difficulty in traveling between work and home.
Although many facilities are located in the flood-prone zones,
namely distilleries along the Chaophraya River, distilleries along

/ 90

the Tachine River, 3 breweries, one of which in Kampangpetch


province and the other two in Ayutthaya province, a Serm Suk
facility in Nakornsawan province, Oishi facility in Navanakorn
Industrial Estate, and a Serm Suk facility in Pathumthani
province, which were declared disaster zones, the flood did not
incur great damages to the assets of ThaiBev as we deployed
protective measures and we had coverage from Industrial All
Risk and Business Interruption insurance policy.
To prevent effects from such disasters in many areas in
the future and based on the policy of the public sector which
determined that Amphoe Bangban and Amphoe Wangnoi,
where our two breweries are located, will be a part of the
water-absorbent zone in the future, ThaiBev implemented
additional preventive measures. These preventions included
the construction of permanent flood barriers and dykes to
increase the height and strength of the barriers surrounding
both breweries, permanent concrete flood barriers for
distilleries in Pathumthani province and Suratthani province.
Therefore, we are confident that all facilities as well as
business continuity are secured in case similar flooding
incur again.

HR Risk: human resources preparation for


stability and business growth
ThaiBev places importance on human resource management and
puts in place personnel strategies with an intention to prepare
and formulate the standardized human resource management in
accordance with the ever-changing competitive environment.
Due to the competitive circumstances in the market as well as
our growth, the effort to re-structure the organization, which
began in 2009, has reduced the complexity in terms of

Annual Report
2011

Thai Beverage
Public
Company
Limited

management and resulted in enhanced working competency,


coordination, and dynamic. Also, such re-structure reduced
the cost of management to a reasonable level in terms of
momentary investment and time.
In order to drive a large organization with diverse business
operations, we are committed in cultivating our Core Values
which reflects and aligns with ThaiBevs vision and mission to
foster our diversified workforce in different work locations
to adhere to the same Core Values, which will lead to a solid
corporate culture and close bonds between our staff.
These elements shall elevate ThaiBev to become a leading
organization with sustainable growth and acceptance by all
stakeholders.

Moreover, ThaiBev promotes the use of the Performance


Management System by developing an information system to
collect data, conduct performance evaluation, and produce
reports. This allows employees to learn about their strengths
and weaknesses in their performance and how to enhance
their potential. The High-Potential Personnel Management
Program has continued with an annual assessment to ensure
that successors are nominated for prominent positions and
employees are provided with opportunities to make advances
in their career.

Developments were seen in the recruiting processes in order


to indentify qualified and proper personnel with sound social,
corporate and professional responsibilities. We put in place the
tests in respect of psychological and educational qualifications
and work experience and applies the psychological test result
to analyze candidates level of maturity, consciousness and
capability, all of which form part of consideration whether
candidates are qualified for the available positions.
In respect of personnel development, Thai Beverage Training
Co., Ltd. was established with an aim to build confidence that
we are moving towards our goals. ThaiBev Training is
responsible for creating and developing quality personnel in
every aspect to uplift the organization to become the leading
international beverage company. The project on assessment of
management and individual personnel development was
conducted in response to the growth of the organization.

/ 91

/
Our People..
Our Success

Our People.. Our Success

ThaiBev and Employees Welfare


We believe that our employees are our most valuable asset
which is the main force in delivering ThaiBev business results
and the key drivers in our future growth and success. ThaiBev,
therefore embraces the importance of employees well-being
with provision of competitive welfare benefits and remuneration
program excellence, addressing both the organizations and
employees mutual needs. We are concerned and care for our
staff livelihood as people in the same family and together we
went through the natural disasters of 2011 which has been
both severe and continuous commencing with the sudden
flooding in the South, the tropical storm Nock Ten which hit
the North and North-East of Thailand leading to the
widespread and heavy flooding which covered the mid-basin
and Bangkok areas. The natural disasters widely affected our
employees and their families throughout the Kingdom and with
concern for our peoples plight, we set up ThaiBev Flood
Rescue Center to help our employees and their families with
temporary accommodation, food and recovery plans as well as
provides advice and encouragements throughout the crisis.

Cultivating and Blending Employees together


as ONE through ThaiBev Core Values
At Thaibev, we recognize the power of unity and the power
of our people when they share and collaborate in working
together with the same goal and mission. In order to drive
an organization of nearly 30,000 workforce worldwide with
diverse business operations and dispersed work locations,
ThaiBev needs to build and nurture a strong corporate culture
through one single set of core values to unite our people as
ONE and cultivating a strong organization with true employee
engagement enabling ThaiBev to achieve sustainable growth

/ 92

and acceptance by all stakeholders. We are committed in


cultivating our Core Values which reflects ThaiBevs vision
and business practices of the founder, Mr. Charoen
Sirivadhanabhakdi, such as tolerance, accountability,
devotedness, sacrifice and working for the benefits of
common good rather than personal gain, under THAIBEV:

T
H
A
I
B
E
V

Team Spirit
Heart
Accountability
Initiative
Be Best, Be Bold, Be Bright
Efficient
Virtue

ThaiBevs international arm, under International Beverage


Holdings Limited (IBHL) also strive to ensure that the ways
of working are of World Class standards akin with ThaiBevs
and address the same core values principles but expressed
differently. IBHLs Core Values focus on four key principles
accurately reflecting those of ThaiBevs in trying to create a
highly motivated and performance-oriented organization and to
be the Best-in-its-Class in Thailand, the region and the world.
The power of ONE will be realized when our people work
together as an effective team with continuous development
and promotes openness within the organization which are
the underlying factors in organization development and
effectiveness.

Annual Report
2011

Thai Beverage
Public
Company
Limited

Learning and Development


The opportunities of our people are expanding with our
business. With our business expansion, our people are also
provided with greater career opportunities, not only within our
current businesses, but also in the other non-alcoholic
beverages as well as non-beverages across the ThaiBev Group,
both domestically and internationally. Along with our growth
strategy, our human resource development plan has been
defined to reflect the required strategy for critical capabilities.
Learning and development is through various forms and
medium, such as knowledge sharing, on-the-job training,
regular training sessions both domestic and international as
well as self-learning via our E-Learning system. Furthermore,
ThaiBev reinforces the knowledge-sharing culture through a
ThaiBev GURU project which promotes awareness and active
understanding of product information and insight as well as the
Iron Man project which brings theoretical knowledge into
practice. The Iron Man project enhances clear understanding
and accountability of the tasks to be performed with initiation
on process improvements and efficiency. Both activities are fun
and underscore the business process improvements as well as
reinforces the ThaiBev Core Values.
At ThaiBev, it is our commitment to develop highly competent
and ethical people who are engaged in driving the organization
forward to fulfill their career aspirations and grow their
potential both domestically and internationally.

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/
Credit Rating
Announcement

Credit Rating
Announcement

On February 13, 2012 the annual review announcement, TRIS Rating


Co., Ltd. (TRIS) affirmed the company rating of Thai Beverage Public
Company Limited (ThaiBev) at AA with a Stable outlook.
To gain an international credit rating in order to establish Companys
overseas credit flexibility in the financial markets, the Company engaged
Standard and Poors (S&P) and Moodys Investors Service Pty Limited
(Moodys), both well-recognized globally in their field. S&P affirmed the
ThaiBev rating at BBB rating with a Stable outlook (as Ratings Direct
by S&P announced October 10, 2011), and Moodys affirmed the ThaiBev
rating at Baa2 with a Stable outlook (as Global Credit Research Credit
Opinion by Moodys announced June 30, 2011).
(Note: The Thailand Country Rating from TRIS is AAA, BBB+ from S&P and Baa1 by Moodys.)
The rating, if assigned, will be subjected to revision or withdrawal by each of the Rating
Companies, TRIS, S&P or Moodys when there has been material change to the rating and/or
annual review and/or review on opinion of each of the Rating Companies.

/ 94

/
Corporate Governance
Report

Annual Report
2011

Thai Beverage
Public
Company
Limited

Corporate Governance Report


At THBEV we adhere to good corporate governance principle, and the conduction of our business in compliance with all laws and
regulations applied to us. As a consequence, this year THBEV, as the Thai company listed on the Singapore Exchange (SGX),
received the Corporate Governance Asia Recognition Awards 2010 and the Corporate Governance Asia Recognition Awards 2011 for
two consecutive years from Corporate Governance Asia Magazine and Most Transparent Company Award 2010 as the Runner-Up in
the Foreign Listings Category from Securities Investors Association (Singapore) (SIAS).

The Boards Conduct of Affairs


Principle 1
Our Board of Directors oversees the Companys business and affairs in accordance with the resolutions of shareholders and the
applicable laws. The Board must exercise good business judgment and act in good faith for the best interests of the Company.
In this year, the Board met five times, and the following table shows the details regarding the attendance to the meeting of each
director up to December 31, 2011:

Names

Positions

Number of Attendances /
Total of Meetings

1.

Mr. Charoen Sirivadhanabhakdi

Chairman

4/5

2.

Khunying Wanna Sirivadhanabhakdi

Vice Chairman

3/5

3.

Mr. Narong Srisa-an

Vice Chairman

5/5

4.

Mr. Komen Tantiwiwatthanaphan

Vice Chairman

4/5

5.

Mr. Puchchong Chandhanakij

Director

5/5

6.

Ms. Kanoknart Rangsithienchai

7.
8.

Mr. Chukiet Tangpongprush (1)


Mr. Staporn Kavitanon (2)

Director
Director

4/5
-/5

Independent Director and Audit Committee Chairman

3/5

9.

Prof. Kanung Luchai

Independent Director and Audit Committee Member

5/5

10. Mr. Manu Leopairote

Independent Director and Audit Committee Member

5/5

11. Mr. Ng Tat Pun

Independent Director and Audit Committee Member

5/5

12. Mr. Michael Lau Hwai Keong

Independent Director

4/5

13. Prof. Pornchai Matangkasombut

Independent Director

4/5

14. Mr. Sakthip Krairiksh

Independent Director

5/5

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

Independent Director

5/5

16. Mr. Vivat Tejapaibul

Director

5/5

17. Mr. Panote Sirivadhanabhakdi

Director

3/5

18. Mr. Thapana Sirivadhanabhakdi

President and CEO


Director and Executive Vice President

4/5
5/5

19. Mr. Sawat Sopa


20. Mr. Ueychai Tantha-Obhas

Director and Executive Vice President

4/5

21. Mr. Sithichai Chaikriangkrai

Director and Executive Vice President

5/5

22. Dr. Pisanu Vichiensanth

Director and Senior Vice President

5/5

Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of Director and 6th Executive Vice Chairman on August 3, 2011 due to passing away.
(2) Mr. Staporn Kavitanon ceased from the position of Independent Director and Audit Committee Chairman on February 2, 2012 due to passing away.

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/
Corporate Governance
Report

Matters Requiring Board Approval


Our Board recognizes their utmost duties to administer
business and oversee the Companys operations. This includes
the administration of the subsidiary companies to be in line
with the Companys core business plans to ensure that it
complies with the shareholders resolutions in good faith and
under the law, its objectives and its Articles of Association.
In addition, our Board ensures that the Company and its
subsidiary companies comply with the SGX Listing Manual.
Our Board is also responsible for the determination of visions
and business strategies of the Company and the oversight of
management performance of their duties according to the
Companys policies and report the financial statements and
general information to shareholders and investors with
accuracy and sufficiency.
According to the Law, the Board is required to meet not less
than four times in each year. In 2011, the Board met more than
such requirement in order to consider matter proposed by the
management.

Training
All Directors have passed the Director Accreditation Program
(DAP) of the Thai Institute of Directors. Some also accredited
the Director Certification Program (DCP) of the same
institution. We also encourage and support directors to
understand Singapore Law and the Listing Manual applicable
to our Company through training and information updating.

independent directors which are more than one-third of the


total number of the Board members. All directors have long-term
experience in business or attained honorary position.

Executive Committee
As at December 31, 2011, the Board appointed an Executive
Committee which consists of seventeen members, they either
are the Board members or top executive officers of the Company.
To enhance Company business operation, the Board granted
them the authority to perform their duties. In this regard, some
of the Executive Committee members are assigned to oversee
business units under the supervision of the President and CEO.
The Executive Committee may appoint other sub-committees to
support the Executive Committee and the Board in order to
ensure the good corporate governance of the Company.
The Executive Committee meets once a month to discuss on the
Companys business administration, except for the case of
emergency the meeting will be held as appropriate.
Apart from the oversight of the administration of THBEV,
the Board also appoints certain Executive members to hold
directorship in both domestic and overseas subsidiary
companies to monitor and control the business administration
at maximum efficiency according to the Companys policy and
for the best interest of the Company.
The Executive Committees responsibilities are as follows:

All Directors received a clear explanation of their roles and


responsibilities at the time of their proposed appointment to
the Board.

Board Composition and Guidance


Principle 2
Board of Directors
As at December 31, 2011, our Board consists of twenty one
directors (exclusive of one director vacancy), including eight

/ 96

Prepare and propose business plans, targets, operational


plans, business strategies and annual budgets of the
Company and its subsidiary companies to the Board of
Directors of the Company;
Determine and propose business plans, budgets and
management roles and responsibilities of the Company and
its subsidiary companies to the Board of Directors of the
Company for approval;

Annual Report
2011

Thai Beverage
Public
Company
Limited

Monitor the operations of the Company and its subsidiary


companies to be in line with business policy, targets,
operational plans, business strategies, budgets and
management roles and responsibilities as approved by the
Board of Directors of the Company for the efficiency of and
to facilitate business conditions;
Authorized to approve payments for investments or
operations, borrowing or requesting for any facility from a
financial institution, lending, including being a guarantor
with respect to the normal business of the Company and its
subsidiary companies as stipulated by the Board of Directors;
Authorized to approve the annual budget for annual increase
or adjustment of salary and bonus payment for employees
of the Company and its subsidiary companies;
Authorized to approve payments as determined by Board of
Directors of the Company;
Propose the efficient organization and management
structure of the Company and its subsidiary companies to
the Board of Directors of the Company;
Recruit, employ, terminate employment, promote, impose
disciplinary penalty, transfer, adjust salary level, increase
salary, adjust salary rate, and determine bonus, welfare and
other benefits as well as consider all other remunerations
for all levels of employees of the Company. The Executive
Committee also has the authority to appoint the President
and CEO or any appointee of the Company to be the
authorized representative of the Company to sign related
employment contracts within the budget approved by the
Board of Directors of the Company;

Supervise and approve matters relating to the operation of


the Company. It may appoint or authorize any one or more
persons to engage in any act on behalf of the Executive
Committee as it deems appropriate such as appointment of
the sub-committee to consider salary increase and bonus
of executive leveled employees ranking from Vice President
to Executive Vice President, appointment of any of the
sub-committees that have particular knowledge and
expertise to manage and monitor before proposing to
the Executive Committee, provided that the Executive
Committee is entitled to repeal, change or modify the scope
of the authorization; and
Perform any other act as delegated by the Board of
Directors of the Company.
However, the abovementioned approval shall not grant power
that cause the Executive Committee or the authorized
representative being able to approve any transaction in which
the Executive Committee or authorized representative, or any
related person has interest or may have any conflict of interest
with the Company or its subsidiary companies (as defined in the
Notification of the Securities and Exchange Commission).
Such approval must be proposed to the meeting of the Board of
Directors of the Company and/or the meeting of shareholders,
as the case may be, for the approval, as stipulated in the
Articles of Association of the Company or its subsidiary
companies, or any applicable laws.

Approve the appointment of the Companys representatives


to the Board of Directors and/or the sub-committee of its
subsidiary companies in order to supervise all administrative
matters as approved by the Company for the efficiency and
best interest;

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Corporate Governance
Report

In 2011, 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, 2011.
Number of Attendances /
Total of Meetings

Names

Positions

1.

Mr. Charoen Sirivadhanabhakdi

Chairman of Executive Committee

11/12

2.

Khunying Wanna Sirivadhanabhakdi

1st Executive Vice Chairman

11/12

3.

Mr. Narong Srisa-an

2nd Executive Vice Chairman

12/12

4.

Mr. Komen Tantiwiwatthanaphan

3rd Executive Vice Chairman

12/12

5.

Mr. Puchchong Chandhanakij

4th Executive Vice Chairman

11/12

6.

Ms. Kanoknart Rangsithienchai

5th Executive Vice Chairman

10/12

7.

Mr. Chukiet Tangpongprush (1)

6th Executive Vice Chairman

8.

Mr. Thapana Sirivadhanabhakdi

President and CEO

9.

Mr. Sawat Sopa

10. Mr. Ueychai Tantha-Obhas

-/12
10/12

Director and Executive Vice President

10/12

Director and Executive Vice President

11/12
11/12

11. Mr. Sithichai Chaikriangkrai

Director and Executive Vice President

12. Dr. Pisanu Vichiensanth

Director and Senior Vice President

11/12

13. Mr. Vichai Chaiyavaranurak

Senior Vice President


Senior Vice President

12/12
11/12

Senior Vice President

8/12

14. Mr. Karn Chitaravimol (2)


15. Mr. Matthew Kichodhan
16. Mr. Jean Lebreton

Senior Vice President

10/12

17. Mr. Polapatr Suvarnazorn

Senior Vice President

11/12

18. Mr. Marut Buranasetkul

Senior Vice President


Senior Vice President

9/12
1/12

19. Mr. Somchai Suthikulpanit (3)

Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of Director and 6th Executive Vice Chairman on August 3, 2011 due to passing away.
(2) Mr. Karn Chitaravimol was appointed as Senior Vice President on February 1, 2011 by the order of the Chairman which was authorized by the
Board of Directors Meeting No. 2/2010 on May 14, 2010 and was appointed as the Executive Committee member by the Board of Directors
Meeting No. 1/2011 on February 23, 2011.
(3) Mr. Somchai Suthikulpanit ceased from being an Executive Committee member and Senior Vice President, since he was appointed as Vice Chairman
of Thai Beverage Marketing Co., Ltd. on February 1, 2011.

/ 98

Annual Report
2011

Thai Beverage
Public
Company
Limited

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.
As at December 31, 2011, the MC consists of eleven members
namely, Mr. Thapana Sirivadhanabhakdi, Mr. Sawat Sopa,
Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai,
Dr. Pisanu Vichiensanth, Mr. Jean Lebreton, Mr. Vichai
Chaiyavaranurak, Mr. Karn Chitaravimol, Mr. Matthew
Kichodhan, Mr. Polapatr Suvarnazorn, and
Mr. Marut Buranasetkul. The Chairman of the MC is
Mr. Thapana Sirivadhanabhakdi, the President and CEO.

Investment Committee
The Company is very careful and will cautiously proceed in the
investment for our business expansion. In this regard, the
Executive Committee appointed the Investment Committee (IC)
which consists of nine members from various units.
Mr. Narong Srisa-an is the Chairman of the IC and Mr. Thapana
Sirivadhanabhakdi and Mr. Sithichai Chaikriangkrai are the Vice
Chairman of the IC. The IC is responsible for consideration and
advises the Executive Committee on the acquisition/disposal of
businesses, assets, including the merger of businesses of Thai
Beverage Public Company Limited group of companies both
domestic and overseas.

Audit Committee
The Audit Committee was appointed by the Board of Directors.
In 2011, the Audit Committee consists of 4 members, namely,
Mr. Staporn Kavitanon, Prof. Kanung Luchai, Mr. Manu
Leopairote, and Mr. Ng Tat Pun. Mr. Staporn Kavitanon is the
Chairman of the Audit Committee and Mr. Somsak Sae-Kuay,
Vice President of the Office of Internal Audit, is the Secretary
to the Audit Committee.

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


Directors to be the leader of the Audit Committee with respect
to the interested person transactions undertaken by our Group.
The Audit Committee meets at least once in each quarter or
more, in case of emergency. Please refer to the Audit
Committee Report.
In this connection, Mr. Staporn Kavitanon ceased from the
position of Independent Director and Audit Committee
Chairman on February 2, 2012 due to passing away.

Risk Management Committee


The Board of Directors appointed the Risk Management
Committee which consists of sixteen members who are either
directors or executives. The Directors are Mr. Narong Srisa-an,
Mr. Puchchong Chandhanakij, Ms. Kanoknart Rangsithienchai,
Mr. Thapana Sirivadhanabhakdi, Mr. Sawat Sopa, Mr. Ueychai
Tantha-Obhas, Mr. Sithichai Chaikriangkrai, Dr. Pisanu
Vichiensanth. The executives are Mr. Jean Lebreton, Mr. Vichai
Chaiyavaranurak, Mr. Karn Chitaravimol, Mr. Matthew
Kichodhan, Mr. Polapatr Suvarnazorn, Mr. Marut Buranasetkul,
Mr. Chalerm Pornrutchakit, and Mr. Mahin Kraivixien.
The Chairman of the Risk Management Committee is
Mr. Narong Srisa-an. Mr. Somsak Sae-Kuay, Vice President
of the Office of Internal Audit, is the Secretary to the Risk
Management Committee. In this regard, any executive who is
appointed as the Senior Vice President will automatically be the
Risk Management Committee member.
Among others responsibilities, the Risk Management Committee
ensures the analysis of both internal and external risks,
determines the acceptable level of risks for the Company and
its subsidiary companies, and determines and reviews criteria of
risk management as well as evaluates an emergency plan of
each office to ensure that it is practical. They also consider and
review; overall policies, guidelines of risk management of the
Company and its subsidiary companies, risks in the operation of
the Company and its subsidiary companies, including the

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Corporate Governance
Report

preparation of the risk management report, warning system and


preventive measures for operational risks. This includes the risk
assessment of the Company and its subsidiary companies with
timely review of the criteria of risk management.

Nomination Committee
The Nomination Committee was appointed by the Board of
Directors. In 2011, the Nomination Committee consists of
Mr. Staporn Kavitanon, Mr. Manu Leopairote, and Khunying
Wanna Sirivadhanabhakdi. The Chairman of the Nomination
Committee is Mr. Staporn Kavitanon. Mr. Thidi Suwanarat is
the Secretary to the Nomination Committee. In this regard,
the majority of NC members including the NC Chairman are
independent directors.
The Nomination Committee is responsible for the selection of
the suitable person to be appointed as director and/or
President and CEO, and setting the procedures and the
guidelines for selection.
In this connection, Mr. Staporn Kavitanon ceased from the
position of Nomination Committee Chairman on February 2,
2012 due to passing away.

Remuneration Committee

In this connection, Mr. Staporn Kavitanon ceased from the


position of Remuneration Committee Chairman on February 2,
2012 due to passing away.

Chairman and CEO


Principle 3
Our Chairman encourages constructive relations among
the Board, Executive Committee and the Management.
The Chairman approves the agenda to be considered at the
Board meetings and the Executive Committee meetings as he is
the Chairman of the Executive Committee. The President and
CEO supervises the disclosure of adequate and appropriate
information to the Management and to the Board for further
consideration and actions at the appropriate time.
The Chairman and the President and CEO are responsible for
their roles in the overseeing the business operation and
administration in accordance with the policy of the Board of
Directors and structure of the organization of the Company.

Board Membership
Principle 4

The Remuneration Committee was appointed by the Board of


Directors. In 2011, the Remuneration Committee consists of
Mr. Staporn Kavitanon, Mr. Manu Leopairote, and Prof. Kanung
Luchai. The Chairman of the Remuneration Committee is
Mr. Staporn Kavitanon. Mr. Thidi Suwanarat is the Secretary to
the Remuneration Committee. In this regard, all RC members
are independent directors.

In order to assure a transparent process for the appointment of


the directors to the Board, the Nomination Committee (NC)
would review and assess qualities of candidates for
directorships (including executive directorships) before making
recommendations to our Board. The NC also reviews the
retirement and re-election of directors for proposing the
election to the Annual General Meeting of Shareholders of the
Company to comply with our Articles of Association.

The Remuneration Committee is responsible for setting the


policies and the guidelines in the determination of
remunerations of any kind including to consider and review the
remuneration of the key executives.

The Remuneration Committee (RC) also determines


remuneration policies and guidelines to set fair and reasonable
remunerations of any kind to directors and executive committee
members, as well as, reviews, revises, amends, or revokes such

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Annual Report
2011

Thai Beverage
Public
Company
Limited

policies and guidelines to be proposed to the annual general


meeting of shareholders of the Company for approval. The
Committee is also in charge of the consideration and review of
the remuneration of key executives and proposes to the Board
of Directors of the Company.
In performing their roles, our NC and RC adhere to the law and
the Listing Manual of the Singapore Exchange applicable to our
Company. The NC and RC also adopted a charter and proposed
it to the Board for approval.

Procedure for Developing Remuneration


Policies
Principle 7
The Remuneration Committee (RC) is authorized by the Board
to determine the remuneration of directors and/or executives in
consultation with the Chairman to propose for the approval of
the shareholders meetings.

Board Performance

If a member of the RC has an interest in a matter deliberated


by the Committee, he will abstain from participating in the
review and approval process for that matter.

Principle 5

Level and Mix of Remuneration

In conducting the business of the Company, the Board perform


their duties in good faith and due care according to the laws,
shareholders resolutions and to preserve the interests of the
Company. Our Board will do the self-assessment of their
performances and responsibilities.

Access to Information
Principle 6
We are committed to providing our Board members with
adequate, complete, continuous and timely information before
the Board meetings. The Board members have separate and
independent access to the Company Secretary. The Company
Secretary, in consultation and cooperation with the Office of
Legal Affairs, is responsible for advising the Board on the laws
concerning public company limited, private company including
securities laws and relevant regulatory matters. In this respect,
we set up a Compliance Unit, having a Compliance Manager
responsible for this Unit under supervision of the Office of
Corporate Secretariat and also support the Company Secretary.
This is to ensure compliance with the legal and regulatory
requirements. The Board approves the appointment and the
removal of the Company Secretary. In 2011, the Company
Secretary attended all Board meetings and Executive
Committee meetings.

Principle 8
The determination of level and band of remuneration of the
Directors, Executive Directors, and top executives of the
Company were based on the corporate and individual
performance. The approval of the remuneration for the
directors is proceeded with clarity and transparency to comply
with laws and the Code of Corporate Governance 2005 of SGX
(including the amendment). The Remuneration Committee will
consider and endorse the remuneration structure prior to
propose to the shareholders for approval.
In this regard, the Company entered into a long-term
employment agreement with Dr. Pisanu Vichiensanth, who is
the director and the Managing Director of Beer Thai (1991)
Public Company Limited and Managing Director of Cosmos
Brewery (Thailand) Co., Ltd., and a Senior Master Brewer.

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Corporate Governance
Report

Disclosure of Remuneration
Principle 9
Details of remuneration paid to the directors and top executives for the accounting year ended December 31, 2011, of which each
remuneration band is leveled at SGD250,000 (in accordance with the foreign exchange rate of SGD1 = Baht 24.50), are set out as
below:
9.1 Level of Remuneration
(Unit: Singapore Dollar)
Level of Remuneration
Name of Directors/Executives

Less than 250,000

250,000 to 499,999

500,000 or above

9.1.1 Directors
1.

Mr. Charoen Sirivadhanabhakdi

2.

Khunying Wanna Sirivadhanabhakdi

3.

Mr. Narong Srisa-an

4.

Mr. Komen Tantiwiwatthanaphan

5.

Mr. Puchchong Chandhanakij

6.

Ms. Kanoknart Rangsithienchai

7.

Mr. Chukiet Tangpongprush

8.

Mr. Staporn Kavitanon (2)

9.

Prof. Kanung Luchai

(1)

10. Mr. Manu Leopairote


11. Mr. Ng Tat Pun
12. Mr. Michael Lau Hwai Keong
13. Prof. Pornchai Matangkasombut
14. Mr. Sakthip Krairiksh
15. Gen. Dr. Choo-Chat Kambhu Na Ayudhya
16. Mr. Vivat Tejapaibul
17. Mr. Panote Sirivadhanabhakdi
18. Mr. Thapana Sirivadhanabhakdi
19. Mr. Sawat Sopa
20. Mr. Ueychai Tantha-Obhas
21. Mr. Sithichai Chaikriangkrai
22. Dr. Pisanu Vichiensanth

/ 102

Annual Report
2011

Thai Beverage
Public
Company
Limited

(Unit: Singapore Dollar)


Level of Remuneration
Name of Directors/Executives

Less than 250,000

250,000 to 499,999

500,000 or above

9.1.2 Top Executives


1.

Mr. Vichai Chaiyavaranurak

2.

Mr. Somchai Suthikulpanit (3)

3.

Mr. Karn Chitaravimol (4)

4.

Mr. Matthew Kichodhan

5.

Mr. Jean Lebreton

6.

Mr. Polapatr Suvarnazorn

7.

Mr. Marut Buranasetkul

Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of Director and 6th Executive Vice Chairman on August 3, 2011 due to passing away.
(2) Mr. Staporn Kavitanon ceased from the position of Independent Director and Audit Committee Chairman on February 2, 2012 due to passing away.
(3) Mr. Somchai Suthikulpanit ceased from being an Executive Committee member and Senior Vice President, since he was appointed as Vice Chairman
of Thai Beverage Marketing Co., Ltd. on February 1, 2011.
(4) Mr. Karn Chitaravimol was appointed as Senior Vice President on February 1, 2011 by the order of the Chairman which was authorized by the
Board of Directors Meeting No. 2/2010 on May 14, 2010 and was appointed as the Executive Committee member by the Board of Directors
Meeting No. 1/2011 on February 23, 2011.

/ 103

/
Corporate Governance
Report

9.2 Type of Remuneration


Details of remuneration which are divided into (1) salaries (2) bonuses as well as funds paid based on the operating results of the
Company (3) other benefits; and (4) compensation in a form of shares and long-term benefits given to directors and top executives
of the Company in the accounting year ended December 31, 2011 are set out as follows:
Type of Remuneration

Name of Directors/Executives

Bonuses as well as
funds paid based
on the operating results
Salaries
of the Company

9.2.1 Directors
1.

Mr. Charoen Sirivadhanabhakdi

80%

20%

2.

Khunying Wanna Sirivadhanabhakdi

80%

20%

3.

Mr. Narong Srisa-an

48%

52%

4.

Mr. Komen Tantiwiwatthanaphan

80%

20%

5.

Mr. Puchchong Chandhanakij

74%

26%

6.

Ms. Kanoknart Rangsithienchai

47%

53%

7.

Mr. Chukiet Tangpongprush (1)

100%

8.

Mr. Staporn Kavitanon (2)

100%

9.

Prof. Kanung Luchai

100%

10. Mr. Manu Leopairote

100%

11. Mr. Ng Tat Pun

100%

12. Mr. Michael Lau Hwai Keong

100%

13. Prof. Pornchai Matangkasombut

100%

14. Mr. Sakthip Krairiksh

100%

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

100%

16. Mr. Vivat Tejapaibul

100%

17. Mr. Panote Sirivadhanabhakdi

100%

18. Mr. Thapana Sirivadhanabhakdi

50%

50%

19. Mr. Sawat Sopa

59%

41%

20. Mr. Ueychai Tantha-Obhas

50%

50%

21. Mr. Sithichai Chaikriangkrai

48%

52%

22. Dr. Pisanu Vichiensanth

48%

52%

/ 104

Other
benefits

Compensation in a
form of shares and
long-term benefits

Annual Report
2011

Thai Beverage
Public
Company
Limited

Type of Remuneration
Bonuses as well as
funds paid based
on the operating results
Salaries
of the Company

Name of Directors/Executives

Other
benefits

Compensation in a
form of shares and
long-term benefits

9.2.2 Top Executives


1.

Mr. Vichai Chaiyavaranurak


(3)

65%

35%

100%

2.

Mr. Somchai Suthikulpanit

3.

Mr. Karn Chitaravimol (4)

91%

9%

4.

Mr. Matthew Kichodhan

67%

33%

5.

Mr. Jean Lebreton

62%

38%

6.

Mr. Polapatr Suvarnazorn

70%

30%

7.

Mr. Marut Buranasetkul

62%

38%

Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of Director and 6th Executive Vice Chairman on August 3, 2011 due to passing away.
(2) Mr. Staporn Kavitanon ceased from the position of Independent Director and Audit Committee Chairman on February 2, 2012 due to passing away.
(3) Mr. Somchai Suthikulpanit ceased from being an Executive Committee member and Senior Vice President, since he was appointed as Vice Chairman
of Thai Beverage Marketing Co., Ltd. on February 1, 2011.
(4) Mr. Karn Chitaravimol was appointed as Senior Vice President on February 1, 2011 by the order of the Chairman which was authorized by the
Board of Directors Meeting No. 2/2010 on May 14, 2010 and was appointed as the Executive Committee member by the Board of Directors
Meeting No. 1/2011 on February 23, 2011.

In this regard, Directors and/or Executive Committee Directors of Thai Beverage Public Company Limited and/or its subsidiaries who
receive monthly salary from the Company and/or any subsidiaries will not receive the Director Remuneration pertaining to the
resolutions of the Board of Directors Meeting No. 2/2004 held on May 21, 2004.

/ 105

/
Corporate Governance
Report

Accountability
Principle 10
The Board is responsible for providing a balanced and
understandable assessment of the Companys performance, and
for providing shareholders with quarterly and annual financial
reports. The financial statements for the first three quarters
are released to shareholders within 45 days of the end of each
quarter. The annual result is released within 60 days of the end
of each financial year. In addition, after the financial disclosure,
our top executives also participate in quarter results briefing
and telephone conference from time to time. This is to ensure
the timely update to our investors.

Audit Committee
Principle 11
The Board appointed the Audit Committee (AC) which, in 2011,
consists of four independent directors: three Thais and one
Singaporean. The AC responsibilities are clearly set forth in the
Audit Committee Charter for instance, assessing the adequacy
and effectiveness of the internal controls of the Company
and its subsidiary companies, ensuring the correctness and
reliability of the preparation process and information disclosures
of the Company and its subsidiary companies, and reviewing
the Company and its subsidiary companies compliance with the
applicable laws, regulations and rules of the Stock Exchange of
Thailand and the Singapore Exchange. This includes the internal
controls and consideration of Interested Persons Transactions
to prevent any occurrence of conflict of interests.

Internal Controls
Principle 12
Our Board values a sound management internal control system.
To safeguard shareholders investments and the Companys
assets, the Board appointed an Executive Committee, each
member of which oversees different departments and business
units to ensure the adequacy of financial, operational and
compliance controls, including risk management policies.

/ 106

In support of this, the Board also assigned the Office of the


Corporate Secretariat to oversee the compliance with the laws
concerning the private company, public company limited and
the Securities Laws, which are applicable to the Company.
In addition to the relevant laws and regulations, the Board of
Directors also announces the Business Ethics and indicated
that all directors, executives and employees be complied. In the
Business Ethics, the Board of Directors included the policy for
the handling of information in order to protect against unduly
handling of information for personal benefits or the benefits of
other persons. It is the responsibility of the directors,
executives and employees of the Company to prevent any
access by unauthorized persons, and/or disclosure of,
non-public information that may affect the market price of
the Companys shares and other financial instruments issued
by the Company, before it has been received by the stock
exchange, or before the information has been made public
through SGXNET, or still be price-sensitive information.
In addition, the Board of Directors has a policy for directors
and executives on dealing in the Companys securities.
The directors and executives of the Company are prohibited
from dealing in the Companys securities from the date
commencing two weeks before the announcement of the
Company financial statements for each of the first three
quarters of the Companys financial year and one month before
the announcement of the Companys full year financial
statements, and from trading at any time on short-term
considerations. Under the Companys Articles, the Directors
must also notify the Company and the SGX-ST of the
particulars of his shareholding interest in the Company at the
time of his appointment and, for so long as he remains as a
Director, of any interest in, and all changes to, his shareholding
in the Company within 2 business days of any such change.
The Company Secretary immediately announces such notice
through SGXNET and within 7 days provides a copy of the
notice received to all other directors.

Annual Report
2011

Thai Beverage
Public
Company
Limited

Based on the results of independent audits on internal controls


by the Office of Internal Audit and other information provided
to the Audit Committee, they believe that the internal control
system of the Company is robust and effective for managing
financial, operational and compliance risks, details as shown in
the Audit Committee Report.

Internal Audit
Principle 13
The Company established the Office of Internal Audit to assist
the Board through the Audit Committee (AC) in promoting
sound risk management and good corporate governance by
assessing the adequacy and effectiveness of the internal
controls for key businesses and operations in areas described in
the audit plan. In this respect, the AC appointed the Vice
President, Office of Internal Audit, as the Secretary to the AC.
Annual audit plan was prepared to ensure that the performance
of internal audit is accurate and complete.
The AC will propose its opinions on the appointment of the
auditors of the Company and its subsidiary companies including
their remuneration to the Board of Directors in order to
propose to the Shareholders Meeting for approval. The 2011
Annual General Meeting of Shareholders held on April 29,
2011, unanimously resolved to approve the appointment
of Ms. Nittaya Chetchotiros, Certified Public Accountant
No. 4439 or Mr. Nirand Lilamethwat, Certified Public
Accountant No. 2316, or Ms. Orawan Sirirattanawong,
Certified Public Accountant No. 3757 of KPMG Phoomchai
Audit Ltd. to be the auditor of the Company. This appointment
is also complied with Rule 713(1) of the Listing Manual of
Singapore Exchange (Listing Manual).
According to the financial statements for the year ended
December 31, 2011, Thai Beverage Group of Companies
consisting of Thai Beverage Public Company Limited and all
subsidiaries paid the audit fees to the auditors at the total
amount of Baht 63,513,135 and the audit fee of only Thai
Beverage Public Company Limited at the amount of Baht

7,324,000 as per approval of the 2011 Annual General


Meeting of Shareholders. In this regard, there was no payment
made by the Company for the Non-Audit Fee to the auditor.
Normally, Thai Beverage Public Company Limited and
subsidiaries will appoint KPMG Phoomchai Audit Ltd.
(KPMG Thailand) and companies in the group of KPMG
Thailand in various countries to provide audit services.
However, there is one subsidiary in overseas which is
International Beverage Holdings Limited USA, Inc. appointed
different auditor from the Company. The Companys
Audit Committee and Board of Directors considered and
satisfied that the appointment would not compromise the
standard and effectiveness of the audit of the Company,
in compliance with the Rule 716 of the Listing Manual.

Communication with Shareholders


Principle 14
Not only we make various announcements via SGXNET to
communicate with our shareholders, but our Investor Relations
Unit also works closely with our top executives to ensure timely
disclosure. The unit arranges quarterly briefings following the
disclosure of interim and full year results, so that investors may
query management about financial, marketing or strategic
issues. Between reporting periods, the Investor Relations team
regularly meets with investors to communicate the policies and
strategies of the Company so that investors have a good
understanding of the Company operation. Investor Relations
provides timely detailed information via the corporate website.
The unit also reports to management about investors
comments and concerns. Contact information for the
Investor Relations Unit appears in this annual report or
on the investor relations section of the corporate website
http://www.thaibev.com/ir.html.

/ 107

/
Audit Committee
Report

Audit Committee Report


To Shareholders of Thai Beverage Public Company Limited

The Audit Committee was appointed by the Board of Directors,


comprising four independent directors who are appropriately
qualified to discharge their responsibilities, namely Mr. Staporn
Kavitanon as Chairman, Mr. Kanung Luchai, Mr. Manu Leopairote
and Mr. Ng Tat Pun as the Committee members. The Audit
Committee is guided by the Audit Committee Charter approved by
the Board of Directors which clearly set out its authority,
responsibilities and duties.
In 2011, the Audit Committee held 4 regular meetings with
executive management, internal auditors and external auditors of
the Company in relation to the meeting agenda as appropriate.
The major tasks undertaken by the Audit Committee were as follows:
1. Reviewed the quarterly, annual and consolidated financial
statements of the Company and its subsidiaries to ensure
accuracy and conformity with the generally accepted
accounting principles, including sufficient disclosure of
information. The Audit Committee then proposed their review
results and the quarterly financial statements to the Board of
Directors for approval, as well as the annual financial
statements to the Board of Directors for endorsement and
approval of the Shareholders at the Annual General Meeting.
2. Evaluated adequacy and appropriateness of the Companys
internal controls through the supervision and audits of the
Internal Audit Office and the external auditors. The Audit
Committee fully supported and encouraged their independent
operations, and discussed with the internal auditors and the
external auditors to consider material suggestions presented to
the executives and the Board of Directors for enhancing
efficiency of the operations and internal controls.
3. Reviewed interested person transactions and transactions that
may lead to conflict of interests to ensure their compliance
with the Company Shareholders Mandate for the interested
person transactions, reasonableness of transactions that the
Company entered into for the best interest of the Company,
and disclosure of sufficient, accurate and complete
information.

the established audit plan, acknowledged audit results on


quarterly basis, provided operational guidelines for enhancing
effectiveness and efficiency to the Office of Internal Audit.
6. Reviewed and discussed with the auditors and management
representatives to acknowledge any issue(s) which might cause
administrative difficulties or might affect business operation of
the Company; provided advice on how to improve financial
reporting presentation and information disclosure, and other
recommendations to the management as deemed appropriate.
7. Reviewed independence of the external auditors, and
recommended annual appointment as well as compensation.
The Audit Committee is of the opinion that for the year ended
December 31, 2011, the Companys financial statements were
fairly presented in all material respects in accordance with the
generally accepted accounting principles, and disclosed information
adequately. The Companys internal controls have been both
adequate and appropriate to its business and found no material
discrepancy. The rules and regulations of the Securities and the
Stock Exchange were properly complied as well as other related
laws and regulations. The interested person transactions and
transactions that may lead to conflict of interests were the normal
course of business transactions, accurate and reasonable for the
best interest of the Company. The said information was also
disclosed adequately, accurately and completely. In addition to
these, the Company had continuous development on the good
corporate governance.
For the year 2012, the Audit Committee has proposed the Board of
Directors to further propose for approval of the shareholders at
the Annual General Meeting on the appointment of the auditors of
KPMG Phoomchai Audit Limited as the Companys external auditor
and the remuneration for the year 2012. After due consideration,
the Audit Committee was of the view that they are qualified,
competent, professional based on their acceptable and satisfactory
performances in the past. They are also independent and have no
relationship or interest with the Company and its subsidiaries.
The proposed audit fee was considered as a reasonable amount.

4. Reviewed compliance of laws and regulations of the Securities


and the Stock Exchange, and compliance of laws and
regulations related to business.
5. Approved the 3 years risk based audit plan of the Internal
Audit Office to cover all risks and activities of the Company,
oversaw the performance of internal audit in accordance with

Mr. Kanung Luchai


(For) Chairman of the Audit Committee
February 27, 2012

Note : - Mr. Staporn Kavitanon ceased from the position of Chairman of the Audit Committee on February 2, 2012 due to passing away.

/ 108

/
Audit Report of
Certified Public Accountant

Annual Report
2011

Thai Beverage
Public
Company
Limited

Audit Report of Certified Public Accountant


To the Shareholders of Thai Beverage Public Company Limited

I have audited the accompanying consolidated and separate


statements of financial position as at 31 December 2011 and
2010, and the related statements of income and comprehensive
income, changes in equity and cash flows for the years then
ended of Thai Beverage Public Company Limited and its
subsidiaries, and of Thai Beverage Public Company Limited,
respectively. The Companys management is responsible for
the correctness and completeness of information presented in
these financial statements. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. I believe that my audits provide a
reasonable basis for my opinion.
In my opinion, the consolidated and separate financial
statements referred to above present fairly, in all material
respects, the financial positions as at 31 December 2011

and 2010 and the results of operations and cash flows for the
years then ended of Thai Beverage Public Company Limited and
its subsidiaries, and of Thai Beverage Public Company Limited,
respectively, in accordance with Financial Reporting Standards
in Thailand.
As explained in notes 2 and 4 to the financial statements,
with effect from 1 January 2011 the Company has adopted
certain new and revised financial reporting standards and
early-adopted Thai Financial Reporting Standard TAS 12
Income Taxes. The consolidated and separate financial
statements for the year ended 31 December 2010 have been
restated accordingly.

(Nittaya Chetchotiros)
Certified Public Accountant
Registration No. 4439
KPMG Phoomchai Audit Ltd.
Bangkok
28 February 2012

/ 109

/
Financial
Statements

Statements of financial position


Thai Beverage Public Company Limited and its Subsidiaries
As at 31 December 2011 and 2010

Assets

Consolidated
nancial statements
Note

2011

Separate
nancial statements

2010

2011

(Restated)

2010
(Restated)
(in Baht)

Current assets
Cash and cash equivalents
Current investments

3,442,422,619

3,358,696,022

11,187,992

22,849,120

12,803,522

795,459

7, 10

3,618,526,367

1,921,770,225

11

962,737,424

293,960,263

12,255,732

12,124,788

2,289,737,843

790,866,676

15,237,613,199

2,370,666,238

12

31,645,700,715

27,146,320,485

Other current assets

4,297,832,545

1,676,711,805

17,671,516

6,776,762

Total current assets

46,269,761,035

35,189,120,935

15,278,728,439

2,412,416,908

Trade accounts receivable


Other receivables
Short-term loans to and
other receivables from related parties
Inventories

Non-current assets
Available-for-sale investments

73,132,260

Investments in subsidiaries

13

80,189,701,542

80,047,424,542

Investments in associates

14

149,161,455

122,755,082

66,884,774

13,797,886

53,460,732

39,405,277

645,565,026

2,502,181,738

Investment properties

15

678,274,253

786,323,452

Property, plant and equipment

16

42,672,615,052

35,113,743,385

52,799,296

47,129,294

Goodwill

17

7,158,840,161

3,049,309,616

Other intangible assets

18

271,363,047

152,404,565

14,318,248

24,042,689

Leasehold rights

19

191,671,594

194,091,836

Deferred tax assets

20

341,087,881

387,102,949

30,840,315

3,671,151

Other non-current assets

21

1,965,366,581

1,985,425,605

305,917,936

314,936,650

Total non-current assets

53,621,857,790

41,844,359,653

81,239,142,363

82,939,386,064

Total assets

99,891,618,825

77,033,480,588

96,517,870,802

85,351,802,972

Other long-term investments


Long-term loans to and
other receivables from related parties

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


/ 110

Annual Report
2011

Thai Beverage
Public
Company
Limited

Statements of financial position


Thai Beverage Public Company Limited and its Subsidiaries
As at 31 December 2011 and 2010

Liabilities and equity

Consolidated
nancial statements
Note

2011

Separate
nancial statements

2010

2011

(Restated)

2010
(Restated)
(in Baht)

Current liabilities
Bank overdrafts and short-term loans
from nancial institutions

22

5,226,897,105

6,262,242,793

3,500,000,000

5,000,000,000

7, 23

5,297,250,236

3,757,164,726

24

3,756,488,768

2,355,050,743

153,597,117

81,788,587

22

1,800,000,000

2,500,000,000

1,200,000,000

2,500,000,000

7, 22

145,911,355

163,275,883

8,924,329,506

6,083,425,215

2,925,761,074

2,225,876,373

50,791,448

144,375,369

44,958,407

2,112,480,620

1,104,386,768

62,457,965

62,444,852

21,309,747,565

18,367,997,286

13,891,176,036

13,872,034,023

7, 22

448,693

285,526

10,528,000,000

10,402,800,000

nancial institutions

22

11,200,000,000

600,000,000

11,200,000,000

Deferred tax liabilities

20

1,299,035,768

1,081,010,904

Employee benet obligations

25

2,340,531,896

139,313,483

Trade accounts payable


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

Non-current liabilities
Long-term loans from and
other payables to related parties
Long-term loans from

Other non-current liabilities

224,915,470

103,702,329

Total non-current liabilities

15,064,931,827

1,784,998,759

21,867,313,483

10,402,800,000

Total liabilities

36,374,679,392

20,152,996,045

35,758,489,519

24,274,834,023

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


/ 111

/
Financial
Statements

Statements of financial position


Thai Beverage Public Company Limited and its Subsidiaries
As at 31 December 2011 and 2010

Liabilities and equity

Consolidated
nancial statements
Note

2011

2010

Separate
nancial statements
2011

(Restated)

2010
(Restated)
(in Baht)

Equity
Share capital:

26

Authorised share capital

29,000,000,000

29,000,000,000

29,000,000,000

29,000,000,000

Issued and paid-up share capital

25,110,025,000

25,110,025,000

25,110,025,000

25,110,025,000

(19,732,320,907)

(19,732,320,907)

27

17,215,736,603

17,215,736,603

17,215,736,603

17,215,736,603

27

2,900,000,000

2,900,000,000

2,900,000,000

2,900,000,000

33,203,551,282

30,472,307,286

15,533,619,680

15,851,207,346

1,300,857,497

632,129,219

59,997,849,475

56,597,877,201

60,759,381,283

61,076,968,949

3,519,089,958

282,607,342

Total equity

63,516,939,433

56,880,484,543

60,759,381,283

61,076,968,949

Total liabilities and equity

99,891,618,825

77,033,480,588

96,517,870,802

85,351,802,972

Difference arising from common


control transactions
Premium on ordinary shares
Retained earnings:
Appropriated - legal reserve
Unappropriated
Other components of equity

27

Equity attributable to owners


of the Company
Non-controlling interests

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


/ 112

Annual Report
2011

Thai Beverage
Public
Company
Limited

Statements of income
Thai Beverage Public Company Limited and its Subsidiaries
For the years ended 31 December 2011 and 2010

Note

Income
Revenue from sale of goods

Consolidated
nancial statements
2011
2010

Separate
nancial statements
2011
2010

(Restated)

(Restated)
(in Baht)

7, 28
36

132,186,529,415

120,471,765,751

3,083,243,209

2,903,484,765

Management fees
Dividends
Other income

29

Total income

Expenses

8,117,842,575

8,289,511,707

37,554,172

12,672,997

373,120,179

252,462,454

760,784,133

341,706,701

7,027,853

58,083,605

132,984,867,720

120,826,145,449

11,581,233,816

11,503,542,531

97,341,946,738

89,825,190,090

1,168,965,942

935,658,232

13

Interest income

7, 28, 33

Cost of sale of goods


Cost of rendering of services
Selling expenses

30

8,279,274,990

6,973,295,816

Administrative expenses

31

9,066,158,902

8,974,478,467

390,546,906

393,555,355

160,276,539

34

454,770,186

258,712,073

1,191,468,009

950,846,638

115,302,427,355

106,031,676,446

2,750,980,857

2,280,060,225

10,422,725

14,804,891,728

8,830,252,959

9,223,482,306

Net loss from oods


Finance costs
Total expenses
Share of prot (loss) of associates,
net of income tax

14

Prot before income tax expense


Income tax expense

(231,161,506)
17,451,278,859

35

Prot for the year

(5,467,002,341)

(4,146,316,184)

(271,077,866)

(294,933,121)

11,984,276,518

10,658,575,544

8,559,175,093

8,928,549,185

12,042,388,442

10,550,513,384

8,559,175,093

8,928,549,185

108,062,160

11,984,276,518

10,658,575,544

8,559,175,093

8,928,549,185

0.48

0.42

0.34

0.36

Prot attributable to:


Owners of the Company
Non-controlling interests

(58,111,924)

Prot for the year


Basic earnings per share

37

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


/ 113

/
Financial
Statements

Statements of comprehensive income


Thai Beverage Public Company Limited and its Subsidiaries
For the years ended 31 December 2011 and 2010

Note

Prot for the year

Consolidated
nancial statements
2011
2010

Separate
nancial statements
2011
2010

(Restated)

(Restated)
(in Baht)

11,984,276,518

10,658,575,544

8,559,175,093

8,928,549,185

Other comprehensive income


Foreign currency translation
differences for foreign operations

291,896,729

(591,995,956)

Revaluation of property, plant and


equipment

16

46,074,269

25

(22,148,414)

35,387,307

2,344,355

709,136,221

Dened benet plan actuarial


gains (losses)
Net change in fair value of
available-for-sale investments
Income tax on other comprehensive
income

35

(7,077,462)

Other comprehensive income for the


year, net of income tax

1,027,303,160

(591,995,956)

28,309,845

Total comprehensive income


for the year

13,011,579,678

10,066,579,588

8,587,484,938

8,928,549,185

12,919,640,199

9,958,517,428

8,587,484,938

8,928,549,185

91,939,479

108,062,160

13,011,579,678

10,066,579,588

8,587,484,938

8,928,549,185

Total comprehensive income


attributable to:
Owners of the Company
Non-controlling interests
Total comprehensive income
for the year

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


/ 114

/ 115

for the year

25,110,025,000

(19,732,320,907) 17,215,736,603

(87,848)

(87,848)

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

Balance at 31 December 2010

Total comprehensive income

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

Other comprehensive income

38

2,900,000,000

2,900,000,000

2,900,000,000

30,472,307,286

10,550,513,384

10,550,513,384

(8,286,308,250)

(8,286,308,250)

28,208,102,152

422,234,932

27,785,867,220

(1,923,389,031)

(591,995,956)

(591,995,956)

(1,331,393,075)

(1,331,393,075)

2,555,518,250

2,555,518,250

(1,707,364,427)

4,262,882,677

632,129,219

(591,995,956)

(591,995,956)

- 1,224,125,175

- (1,707,364,427)

56,597,877,201

9,958,517,428

(591,995,956)

10,550,513,384

(8,286,396,098)

(87,848)

(8,286,308,250)

54,925,755,871

(1,285,129,495)

56,210,885,366

Equity
attributable to
owners
Total other
of the
components
Company
of equity

- 2,931,489,602

Other components of equity


Fair value
changes in
availablefor-sale
Currency
investtranslation
Revaluation
ments
differences
surplus

Consolidated nancial statements (Restated)


Retained earnings

Ordinary
share
premium Legal reserve Unappropriated

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

Prot

the year

Comprehensive income for

in equity

owners, recorded directly

Total transactions with

in control

interests without a change

Acquisition of non-controlling

Company

Dividends to owners of the

recorded directly in equity

Transactions with owners,

- restated

Balance at 1 January 2010

accounting policies

Impact of changes in

- as reported

Balance at 1 January 2010

Note

Difference
Issued
arising from
and paid-up common control
share capital
transactions

Thai Beverage Public Company Limited and its Subsidiaries


For the years ended 31 December 2011 and 2010

Statements of changes in equity

282,607,342

108,062,160

108,062,160

(57,730,932)

9,721,589

(67,452,521)

232,276,114

(419,265)

232,695,379

Noncontrolling
interests

56,880,484,543

10,066,579,588

(591,995,956)

10,658,575,544

(8,344,127,030)

9,633,741

(8,353,760,771)

55,158,031,985

(1,285,548,760)

56,443,580,745

Total
equity
(in Baht)

/ 116

for the year


-

- 12,250,911,921

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

1,798,141

375,033,408 1,798,141

375,033,408

2,555,518,250

2,555,518,250

(1,707,364,427)

4,262,882,677

877,251,757
668,728,278 12,919,640,199

668,728,278

3,209,307,880

(30,311)

(64,734,432)

282,607,342

282,607,342

(1,666,677)

284,274,019

Noncontrolling
interests

(5,644,042,802)

3,209,307,880

(107,500)

(8,853,243,182)

56,149,402,557

(731,081,986)

56,880,484,543

(1,347,884,356)

58,228,368,899

Total
equity
(in Baht)

1,027,303,160
91,939,479 13,011,579,678

150,051,403

(58,111,924) 11,984,276,518

(8,788,585,939) 3,144,543,137

(77,189)

(8,788,508,750)

55,866,795,215

(731,081,986)

56,597,877,201

(1,346,217,679)

57,944,094,880

- 12,042,388,442

632,129,219

632,129,219

(1,707,364,427)

2,339,493,646

Equity
attributable to
owners
Total other
of the
components
Company
of equity

(1,631,492,302) 2,930,551,658 1,798,141 1,300,857,497 59,997,849,475 3,519,089,958 63,516,939,433

291,896,729

291,896,729

208,523,479

(8,788,585,939)

(77,189)

(8,788,508,750)

(1,923,389,031)

(1,923,389,031)

(1,923,389,031)

- 12,042,388,442

29,741,225,300

(731,081,986)

30,472,307,286

361,146,748

30,111,160,538

25,110,025,000 (19,732,320,907) 17,215,736,603 2,900,000,000 33,203,551,282

2,900,000,000

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

2,900,000,000

Balance at 31 December 2011

Total comprehensive income

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

Prot

38

2,900,000,000

Other components of equity


Fair value
changes in
availablefor-sale
Currency
investtranslation
Revaluation
ments
differences
surplus

Consolidated nancial statements (Restated)


Retained earnings

Ordinary
share
premium Legal reserve Unappropriated

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

Other comprehensive income

the year

Comprehensive income for

in equity

owners, recorded directly

Total transactions with

in control

interests with a change

Acquisition of non-controlling

in control

interests without a change

Acquisition of non-controlling

Company

Dividends to owners of the

recorded directly in equity

Transactions with owners,

- restated
Impact of changes in
accounting policies
Balance at 1 January 2011
- restated

Balance at 31 December 2010

accounting policies

Impact of changes in

- as reported

Balance at 31 December 2010

Note

Difference
Issued
arising from
and paid-up common control
share capital
transactions

Thai Beverage Public Company Limited and its Subsidiaries


For the years ended 31 December 2011 and 2010

Statements of changes in equity

/ 117

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

Balance at 31 December 2010

Prot

Comprehensive income for the year

Total transactions with owners, recorded directly in equity

Dividends to owners of the Company

Transactions with owners, recorded directly in equity

Balance at 1 January 2010 - restated

Impact of changes in accounting policies

Balance at 1 January 2010 - as reported

Thai Beverage Public Company Limited and its Subsidiaries


For the years ended 31 December 2011 and 2010

38

Note

25,110,025,000

25,110,025,000

25,110,025,000

Issued
and paid-up
share capital

Statements of changes in equity

17,215,736,603

17,215,736,603

17,215,736,603

Ordinary
share premium

2,900,000,000

2,900,000,000

2,900,000,000

Legal reserve

15,851,207,346

8,928,549,185

(8,286,308,250)

(8,286,308,250)

15,208,966,411

2,307,856

15,206,658,555

Unappropriated

Retained earnings

Separate nancial statements (Restated)

61,076,968,949

8,928,549,185

(8,286,308,250)

(8,286,308,250)

60,434,728,014

2,307,856

60,432,420,158

Total equity
(in Baht)

/ 118

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

Balance at 31 December 2011

Total comprehensive income for the year

Other comprehensive income

Prot

Comprehensive income for the year

Total transactions with owners, recorded directly in equity

Dividends to owners of the Company

Transactions with owners, recorded directly in equity

Balance at 1 January 2011 - restated

Impact of changes in accounting policies

Balance at 31 December 2010 - as restated

Impact of changes in accounting policies

Balance at 31 December 2010 - as reported

Thai Beverage Public Company Limited and its Subsidiaries


For the years ended 31 December 2011 and 2010

38

Note

25,110,025,000

17,215,736,603

17,215,736,603

25,110,025,000

17,215,736,603

25,110,025,000

17,215,736,603

Ordinary
share premium

2,900,000,000

2,900,000,000

2,900,000,000

2,900,000,000

Legal reserve

28,309,845
15,533,619,680

60,759,381,283

8,587,484,938

28,309,845
8,587,484,938

8,559,175,093

(8,788,508,750)

(8,788,508,750)

60,960,405,095

(116,563,854)

61,076,968,949

3,671,151

61,073,297,798

Total equity
(in Baht)

8,559,175,093

(8,788,508,750)

(8,788,508,750)

15,734,643,492

(116,563,854)

15,851,207,346

3,671,151

15,847,536,195

Unappropriated

Retained earnings

Separate nancial statements

25,110,025,000

Issued
and paid-up
share capital

Statements of changes in equity

Annual Report
2011

Thai Beverage
Public
Company
Limited

Statements of cash flows


Thai Beverage Public Company Limited and its Subsidiaries
For the years ended 31 December 2011 and 2010
Consolidated
nancial statements
Note

2011

2010

Separate
nancial statements
2011

(Restated)

2010
(Restated)
(in Baht)

Cash ows from operating activities


Prot for the year

11,984,276,518

10,658,575,544

8,559,175,093

8,928,549,185

3,331,414,190

4,492,427,645

24,024,376

35,096,090

(373,120,179)

(252,462,454)

Adjustments for
Depreciation and amortisation
Interest income

(37,554,172)

(12,672,997)

Finance costs

454,770,186

258,712,073

1,191,468,009

Unrealised (gain) loss on exchange

34,916,902

14,298,232

(Reversal of) bad and doubtful debts expense

16,363,930

(2,940,252)

Amortisation of advance payments to a specialist

50,000,000

50,000,000

9,375,000

9,375,000

288,021,469

(90,886,558)

950,846,638

(33,825)

Write-off and (reversal of) allowance for


obsolete inventories

5,160,795

Reversal of investment properties revaluation

(139,453,649)

Gain on sale of investment properties

(Gain) loss on disposal and write-off of property,


234,457,441

plant and equipment and intangible assets

588,270,132

Impairment loss on plant and equipment

(102,153,207)
(53,017,401)

Gain on sale of investment

Dividends

160,681,931

Employee benet

1,818,730

(8,117,842,575)

(18,554)
(49,047,500)
(8,289,511,707)

26,460,615

Share of prot of associates, net of


income tax
Income tax expense

14
35

231,161,506

(10,422,725)

5,467,002,341

4,146,316,184

271,077,866

294,933,121

22,669,489,520

19,348,236,538

1,592,436,935

1,627,725,994

Changes in operating assets and liabilities


Trade accounts receivable

(571,850,713)

131,617,693

Other receivables from related parties

(1,535,293,147)

(274,595,642)

Inventories

(2,390,397,336)

(861,223,393)

Other current assets

(2,427,782,964)

176,038,015

Trade accounts payable

266,283,532

Other payables to related parties

(32,074,723)

Other current liabilities

604,800,201

Employee benet paid

(103,143,093)

Other non-current liabilities


Cash generated from operating activities
Income tax paid
Net cash from operating activities

119,875,494
16,599,906,771

(4,353,916,561)
12,245,990,210

(42,609,305)
(11,025,698)

(46,123,999)
(5,052,528)

612,480,745

9,054,372

123,939,862

(1,685,375)

162,055,040

4,071,832

(11,046,586)

(10,785,555)
19,292,877,813

(4,080,328,408)
15,212,549,405

(18,279,615)

1,648,534,011

1,563,817,506

(348,952,475)
1,299,581,536

(176,666,868)
1,387,150,638

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


/ 119

/
Financial
Statements

Statements of cash flows


Thai Beverage Public Company Limited and its Subsidiaries
For the years ended 31 December 2011 and 2010
Consolidated
nancial statements
Note

2011

2010

Separate
nancial statements
2011

(Restated)

2010
(Restated)
(in Baht)

Cash ows from investing activities


Interest received
Dividends received
Current investments
Loans to related parties
Long-term investments
Sale of investment properties
Purchase of property, plant and equipment
Sale of property, plant and equipment
Purchase of intangible assets
Decrease in intangible assets
(Increase) decrease in other non-current assets
Net cash outow on acquisition of subsidiaries
Net cash outow on acquisition of
indirect subsidiary
6
Net cash inow on disposal of subsidiaries
Net cash from (used in) investing activities

37,376,507

(8,063)
273,217,000
(3,164,562,273)
49,528,781
(130,019,967)
2,538,294
(2,225,020)
-

12,554,868

317,799,234

265,678,783

8,117,842,575

8,289,511,707

2,948,778

(10,912,400,000)
(3,427,172)
(142,277,000)
(3,109,959,947)
(18,788,451)
145,105,057
2,237,607
(30,583,006)
(1,954,917)
72,214,924
(356,285)
(2,033,127)

(16,038,852)
24,701
(2,061,932)
1,504,600
(2,499,995)

(9,057,106,475)
(11,991,261,216)

(2,817,769,625)

(2,637,897,237)

(388,672,982)
(8,788,508,750)
(64,734,432)

(257,970,707)
(8,286,308,250)
(67,452,521)

(1,107,556,677)
(8,788,508,750)
-

(950,685,515)
(8,286,308,250)
-

(1,500,000,000)
2,822,720,000
-

1,900,000,000

95,410,000

1,621,400,000

95,410,000
10,252,929,012

Cash ows from nancing activities


Interest paid
Dividends paid to owners of the Company
Dividends paid to non-controlling interests
Bank overdrafts and short-term loans from
nancial institutions
Loans from related parties
Repayment of short-term loans from other party
Proceeds from long-term loans from
nancial institutions
Repayment of long-term loans from
nancial institutions
Net cash from (used in) nancing activities
Net increase (decrease) in cash and
cash equivalents
Cash and cash equivalents at 1 January
Effect of exchange rate changes on balances
held in foreign currencies
Cash and cash equivalents at
31 December

(1,035,345,688)
-

543,766,420

12,400,000,000

600,000,000

206,259,455
3,442,422,619

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


/ 120

(2,200,000)

(2,500,000,000) (3,765,000,000)
(377,261,852) (11,235,165,058)
(122,532,858)
3,358,696,022

1,159,614,722
2,590,213,439

(391,132,139)
3,358,696,022

12,400,000,000

(643,900,000)
-

(2,500,000,000) (3,765,000,000)
1,326,654,573 (11,745,893,765)
(11,661,128)
22,849,120

(105,814,115)
128,663,235

11,187,992

22,849,120

Annual Report
2011

Thai Beverage
Public
Company
Limited

Notes to the financial statements


Thai Beverage Public Company Limited and its Subsidiaries
For the years ended 31 December 2011 and 2010

Note

Contents

General information

22

Interest-bearing liabilities

Basis of preparation of the nancial statements

23

Trade accounts payable

Impact of severe ooding in Thailand

24

Other payables

Changes in accounting policies

25

Employee benet obligations

Signicant accounting policies

26

Share capital

Common control transactions and acquisitions of

27

Reserves

subsidiary and non-controlling interests

28

Segment information

Related parties

29

Other income

Cash and cash equivalents

30

Selling expenses

Other investments

31

Administrative expenses

10

Trade accounts receivable

32

Employee benet expenses

11

Inventories

33

Expenses by nature

12

Other current assets

34

Finance costs

13

Investments in subsidiaries

35

Income tax expense

14

Investments in associates

36

Promotional privileges

15

Investment properties

37

Basic earnings per share

16

Property, plant and equipment

38

Dividends

17

Goodwill

39

Financial instruments

18

Other intangible assets

40

Commitments with non-related parties

19

Leasehold rights

41

Events after the reporting period

20

Deferred tax

42

Thai Financial Reporting Standards (TFRS) not yet adopted

21

Other non-current assets

43

Reclassication of accounts

/ 121

/
Financial
Statements

These notes form an integral part of the nancial statements.


The nancial statements issued for Thai statutory and regulatory reporting purposes are prepared in the Thai language.
These English language nancial statements have been prepared from the Thai language statutory nancial statements, and were
approved and authorised for issue by the Board of Directors on 28 February 2012.

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. Details of the Companys subsidiaries and associates as at 31 December 2011 and 2010 were as follows:
Ownership interest
Name of the entity

Type of business

Country of
incorporation

2011

(%)

2010

Direct subsidiaries
1.

Beer Thai (1991) PCL.

Beer brewery and production of


drinking water and soda water

2.

Beer Thip Brewery (1991) Co., Ltd.

Thailand

100.00

100.00

Thailand

100.00

100.00

Beer brewery and production of


drinking water and soda water

3.

Sangsom Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

4.

Fuengfuanant Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

5.

Mongkolsamai Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

6.

Thanapakdi Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

7.

Kanchanasingkorn Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

8.

Sura Bangyikhan Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

9.

Athimart Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

10.

S.S. Karnsura Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

11.

Kankwan Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

12.

Theparunothai Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

13.

Red Bull Distillery (1988) Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

14.

United Winery and Distillery Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

15.

Simathurakij Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

16.

Nateechai Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

17.

Luckchai Liquor Trading Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

18.

Sura Piset Thipparat Co., Ltd.

Spirits distillery

Thailand

100.00

100.00

19.

Pomthip Co., Ltd.

Beer and non-alcoholic beverages


Thailand

100.00

100.00

distributor

/ 122

Annual Report
2011

Thai Beverage
Public
Company
Limited

Ownership interest
Name of the entity

Type of business

Country of
incorporation

2011

(%)

2010

Direct subsidiaries (continued)


20.

Pomkit Co., Ltd.

Beer and non-alcoholic beverages


distributor

21.

Pomklung Co., Ltd.


Pomchok Co., Ltd.

23.

Pomcharoen Co., Ltd.

Pompalang Co., Ltd.

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

Beer and non-alcoholic beverages


distributor

25.

Thailand

Beer and non-alcoholic beverages


distributor

Pomburapa Co., Ltd.

100.00

Beer and non-alcoholic beverages


distributor

24.

100.00

Beer and non-alcoholic beverages


distributor

22.

Thailand

Beer and non-alcoholic beverages


distributor

26.

Pomnakorn Co., Ltd.

Beer and non-alcoholic beverages


distributor

Thailand

100.00

100.00

27.

Num Yuk Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

28.

Num Kijjakarn Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

29.

Num Palang Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

30.

Num Muang Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

31.

Num Nakorn Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

32.

Num Thurakij Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

33.

Numrungrod Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

34.

Numthip Co., Ltd.

Spirits distributor

Thailand

100.00

100.00

35.

Thipchalothorn Co., Ltd.

Beer, spirits and non-alcoholic


Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

beverages agency

Thailand

100.00

100.00

Thailand

100.00

100.00

Thailand

100.00

100.00

beverages agency
36.

Krittayabun Co., Ltd.

Beer, spirits and non-alcoholic


beverages agency

37.

Surathip Co., Ltd.

Beer, spirits and non-alcoholic


beverages agency

38.

Sunthronpirom Co., Ltd.

Beer, spirits and non-alcoholic


beverages agency

39.

Piromsurang Co., Ltd.

Beer, spirits and non-alcoholic

40.

Thai Beverage Energy Co., Ltd.

Trading of bio gas

41.

Wrangyer Beverage (2008) Co., Ltd.

Production and distribution of


energy drink

/ 123

/
Financial
Statements

Ownership interest
Name of the entity

Type of business

Country of
incorporation

2011

(%)

2010

Direct subsidiaries (continued)


42.

Thai Molasses Co., Ltd.

Trading of molasses

Thailand

99.72

99.72

43.

Feed Addition Co., Ltd.

Trading of feeds and fertilizer

Thailand

100.00

100.00

44.

Pan International (Thailand) Co., Ltd.

Trading of supplies and procurement

Thailand

100.00

100.00

45.

Charun Business 52 Co., Ltd.

Brick producer and


distribution of spirits

Thailand

100.00

100.00

46.

Thai Cooperage Co., Ltd.

Oak barrel producer

Thailand

100.00

100.00

47.

Thai Beverage Recycle Co., Ltd.

Trading of bottles

Thailand

100.00

100.00

48.

Thai Beverage Logistics Co., Ltd.

Transportation and distribution

Thailand

100.00

100.00

49.

Thai Beverage Marketing Co., Ltd.

Import and export spirits for

Thailand

100.00

100.00

trading/ international marketing


and non-alcoholic beverages agency
50.

Dhanasindhi Co., Ltd.

Construction

Thailand

100.00

100.00

51.

Dhospaak Co., Ltd.

Advertising agency

Thailand

100.00

100.00

52.

Thai Beverage Training Co., Ltd.

Training

Thailand

100.00

100.00

53.

International Beverage Holdings Limited

Holding company

Hong Kong

100.00

100.00

54.

Cosmos Brewery (Thailand) Co., Ltd.

Beer brewery and production of


drinking water and soda water

Thailand

100.00

100.00

55.

Thai Beverage Brands Co., Ltd.

Trademark holding

Thailand

100.00

100.00

56.

Beer Chang Co., Ltd.

Trademark holding and production


Thailand

100.00

100.00

of concentrate materials

Thailand

100.00

100.00

of concentrate materials
57.

Archa Beer Co., Ltd.

Trademark holding and production

58.

Sura Piset Phatra Lanna Co., Ltd.

Holding company

Thailand

100.00

100.00

59.

Thai Drinks Co., Ltd.

Distribution of beverages

Thailand

100.00

100.00

60.

Oishi Group PCL.

Japanese restaurants and


distribution of food and beverage

Thailand

89.26

89.26

Indirect subsidiaries
61.

Thai Thum Distillery Co., Ltd. #

Production and distribution of spirits

Thailand

99.90

99.90

62.

Sura Piset Sahasan Co., Ltd. #

Trading of spirits

Thailand

100.00

100.00

63.

Sura Piset Sampan Co., Ltd. #

Trading of spirits

Thailand

100.00

100.00

64.

Vitayathan Co., Ltd.

Environmental public relations

Thailand

100.00

100.00

65.

InterBev (Singapore) Limited

Trading of alcoholic beverages

Singapore

100.00

100.00

66.

InterBev (Cambodia) Co., Ltd.

Trading of alcoholic beverages

Cambodia

100.00

100.00

67.

InterBev Malaysia Sdn. Bhd.

Trading of alcoholic beverages

Malaysia

100.00

100.00

68.

Best Spirits Company Limited

Trading of alcoholic beverages

Hong Kong

100.00

100.00

/ 124

Annual Report
2011

Thai Beverage
Public
Company
Limited

Ownership interest
Name of the entity

(%)

Type of business

Country of
incorporation

Holding company

United Kingdom

100.00

100.00

Holding company

Hong Kong

100.00

100.00

Thailand

100.00

99.99

Thailand

99.84

99.83

food and beverage

Thailand

89.26

89.26

2011

2010

Indirect subsidiaries (continued)


69.

International Beverage Holdings (UK)


Limited

70.

International Beverage Holdings (China)


Limited

71.

United Products Co., Ltd.

Production and distribution of spirits

72.

S P M Foods & Beverages Co., Ltd.

Production and distribution of


drinking water and energy drinks
and spirits agency

73.

Oishi Trading Co., Ltd.

Production and distribution of

74.

Oishi Ramen Co., Ltd.

Japanese ramen restaurants

Thailand

89.26

89.26

75.

Chang Beer International Co., Ltd. #

Dormant

Thailand

100.00

100.00

76.

Maekhong Distillery Limited

Consultancy service

Thailand

100.00

100.00

77.

Chang International Co., Ltd.

Advertising and marketing services

Thailand

100.00

100.00

78.

Chang Corp Co., Ltd.

Advertising and marketing services

Thailand

100.00

100.00

79.

Super Brands Company Pte. Ltd.

Trademark holding

Singapore

100.00

100.00

80.

Beer Chang International Limited

Not yet operated

Singapore

100.00

100.00

81.

International Beverage Trading Limited

Trading of alcoholic beverages

Bermuda

100.00

82.

Serm Suk PCL.

Production and distribution of


Thailand

64.66

beverages
Subsidiaries of indirect subsidiaries
83.

International Beverage Holdings


Limited USA, Inc. *

United States
Trading of alcoholic beverages

of America

100.00

100.00

84.

Blairmhor Limited *#

Holding Company

United Kingdom

100.00

100.00

85.

Inver House Distillers Limited *

Production and distribution of spirits

United Kingdom

100.00

100.00

86.

InterBev Trading (China) Limited **

Trading of alcoholic beverages

Peoples
Republic of China 100.00

100.00

87.

Yunnan Yulinquan Liquor Co., Ltd.**

Spirits distillery

Peoples
Republic of China 100.00

100.00

88.

Blairmhor Distillers Limited *#

Dormant

United Kingdom

100.00

100.00

89.

Wee Beastie Limited *#

Dormant

United Kingdom

100.00

100.00

90.

Moffat & Towers Limited *#

Dormant

United Kingdom

100.00

100.00

91.

Glen Calder Blenders Limited *#

Dormant

United Kingdom

100.00

100.00

92.

Hankey Bannister & Company Limited *#

Dormant

United Kingdom

100.00

100.00

93.

R. Carmichael & Sons Limited *#

Dormant

United Kingdom

100.00

100.00
/ 125

/
Financial
Statements

Ownership interest
Name of the entity

Type of business

Country of
incorporation

2011

(%)

2010

Subsidiaries of indirect subsidiaries (continued)


94.

J MacArthur Junior & Company Limited *# Dormant

United Kingdom

100.00

100.00

95.

Mason & Summers Limited *#

Dormant

United Kingdom

100.00

100.00

96.

James Catto & Company Limited *#

Dormant

United Kingdom

100.00

100.00

97.

The Knockdhu Distillery Co., Ltd. *#

Dormant

United Kingdom

100.00

100.00

98.

Speyburn-Glenlivet Distillery Co., Ltd. *#

Dormant

United Kingdom

100.00

100.00

99.

The Pulteney Distillery Co., Ltd. *#

Dormant

United Kingdom

100.00

100.00

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

Dormant

United Kingdom

100.00

100.00

101. Serm Suk Holdings Co., Ltd. ***

Holding company

Thailand

64.66

102. Serm Suk Beverage Co., Ltd. ***

Production and distribution of


beverages

Thailand

64.66

103. Liquorland Limited ****

Off licences

United Kingdom

49.49

49.49

104. Inver House Polska Limited ****

Trading of alcoholic beverages

Poland

84.00

44.00

105. Inver House Distribution SA ****#

Dormant

France

50.02

50.02

Thailand

25.86

Associates of indirect subsidiaries

106. Petform (Thailand) Co., Ltd. *****

Manufacture and distribution of


plastic packaging

*
**
***
****
*****
#

Subsidiaries of International Beverage Holdings (UK) Limited


Subsidiaries of International Beverage Holdings (China) Limited
Subsidiaries of Serm Suk PCL.
Associates of International Beverage Holdings (UK) Limited
Associates of Serm Suk PCL.
These are currently non-trading.

On 5 January 2011 International Beverage Trading Limited (IBTL) was incorporated in Bermuda with an authorised share capital of
USD 0.1 million by issuing 100,000 ordinary shares with a USD 1 par value. International Beverage Holdings Limited, the
Companys subsidiary, holds the entire shares.
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.
On 5 July 2011, an indirect subsidiarys aseptic tanks at a factory in Pathumthani province collapsed, which resulted in interruption
of the Cold Aseptic Filling production line. The subsidiary and the vendor have investigated the cause of this incident and discussed
about the responsibility with all parties concerned, along with the restoration of some production lines. Afterwards, the vendor
agreed with the subsidiary to deliver new tanks for replacement free of charge while the subsidiary paid installation charges.
At the Board of Directors meeting held on 9 September 2011, the directors approved for Thai Beverage Logistics Co., Ltd., the
Companys subsidiary, to acquire all 265,900,484 common shares of Serm Suk Public Company Limited, Serm Suk, representing
100% of issued and paid up capital of Serm Suk at the offer price of Baht 58 per share from all existing shareholders. The purchase
of shares was made by voluntary tender offer. As at 31 December 2011, the subsidiary held 64.66% of the issued and paid up
capital of Serm Suk.

/ 126

127

Annual Report
2011

Thai Beverage
Public
Company
Limited

At the Executive Board of Directors meeting held on 26 December 2011, the directors approved for the Company to sell 19,998
common shares of Dhanasindhi Co., Ltd., the Companys subsidiary, representing 99.99% of total shares at the price of Baht
1,995.98 per share, equal to appraisal value by the nancial advisor.
At the Executive Board of Directors meeting held on 26 December 2011, the directors approved for Feed Addition Co., Ltd., the
Companys subsidiary, to sell its assets related to production and distribution of fertilizer amounting to Baht 14,687,205.21, equal
to appraisal value by the nancial advisor.

2. Basis of preparation of the nancial statements


(a) Statement of compliance
The nancial statements are prepared in accordance with Thai Financial Reporting Standards (TFRS) and guidelines promulgated by
the Federation of Accounting Professions (FAP), applicable rules and regulations of the Thai Securities and Exchange Commission.
During 2010 and 2011, the FAP issued the following new and revised TFRS relevant to the Groups operations and effective for
accounting periods beginning on or after 1 January 2011:
TFRS

Topic

TAS 1 (revised 2009)

Presentation of Financial Statements

TAS 2 (revised 2009)

Inventories

TAS 7 (revised 2009)

Statement of Cash Flows

TAS 8 (revised 2009)

Accounting Policies, Changes in Accounting Estimates and Errors

TAS 10 (revised 2009)

Events after the Reporting Period

TAS 11 (revised 2009)

Construction Contracts

TAS 16 (revised 2009)

Property, Plant and Equipment

TAS 17 (revised 2009)

Leases

TAS 18 (revised 2009)

Revenue

TAS 19

Employee Benets

TAS 23 (revised 2009)

Borrowing Costs

TAS 24 (revised 2009)

Related Party Disclosures

TAS 27 (revised 2009)

Consolidated and Separate Financial Statements

TAS 28 (revised 2009)

Investments in Associates

TAS 33 (revised 2009)

Earnings per Share

TAS 34 (revised 2009)

Interim Financial Reporting

TAS 36 (revised 2009)

Impairment of Assets

TAS 37 (revised 2009)

Provisions, Contingent Liabilities and Contingent Assets

TAS 38 (revised 2009)

Intangible Assets

TAS 40 (revised 2009)

Investment Property

TFRS 3 (revised 2009)

Business Combinations

TFRS 5 (revised 2009)

Non-current Assets Held for Sale and Discontinued Operations

TIC 31

Revenue - Barter Transactions Involving Advertising Services

/ 127

/
Financial
Statements

TFRS

Topic

FAP Announcement no. 16/2554

Disclosure Guidance on Related Party Transactions with Government

FAP Announcement no. 17/2554

Transitional Procedures for Other Long-term Employee Benets

FAP Announcement no. 18/2554

Accounting Guidance on Revaluation of Assets

FAP Announcement no. 19/2554

Accounting Guidance for Condominiums

The FAP has also issued TAS 12 Income Taxes, which is effective from 1 January 2013. However, the Group has early-adopted
TAS 12 with effect from 1 January 2011.
The adoption of these new and revised TFRS has resulted in changes in the Groups accounting policies. The effects of these
changes are disclosed in note 4.
In addition to the above new and revised TFRS, the FAP has issued during 2010 a number of other new and revised TFRS which are
expected to be effective for nancial statements beginning on or after 1 January 2013 and have not been adopted in the
preparation of these nancial statements. These new and revised TFRS are disclosed in note 42.
(b) Basis of measurement
The nancial statements have been prepared on the historical cost basis except for the following material items in the statements of
nancial position:
-

available-for-sale nancial assets are measured at fair value;


the employee benet obligations are measured based on actuarial valuation using the projected unit credit method.

(c) Presentation currency


The nancial statements are prepared and presented in Thai Baht. All nancial information presented in Thai Baht has been rounded
in the notes to the nancial statements to the nearest million unless otherwise stated.
(d) Use of estimates and judgements
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.
Information about signicant areas of estimation uncertainty and critical judgements in applying accounting policies that have the
most signicant effect on the amount recognised in the nancial statements is included in the following notes:
Note 3
Note 5 (v)
Note 6
Note 13
Note 16
Note 20
Note 25

/ 128

Impact of severe ooding in Thailand


Current and deferred taxation
Business combination
Key assumptions used in discounted cash ow projections
Valuation of land
Utilisation of tax losses
Measurement of dened benet obligations

Annual Report
2011

Thai Beverage
Public
Company
Limited

3. Impact of severe ooding in Thailand


During March 2011, the Southern area of Thailand was affected by ooding. One of the Companys distilleries in Surat Thani
province was temporary closed by the impact of the ood for renovation and restoration. The Company has Industrial All Risks (IAR)
and Business Interruption (BI) insurance cover for this distillery. The Company has surveyed the damages together with the
insurance company and believes that all damages are covered by the aforementioned insurance policies. As at 31 December 2011,
the Group had recognised expected compensation from the insurer of approximately Baht 193.04 million and recognised allowance
for damage to inventories and equipment in the same amount.
In September 2011, the Central area of Thailand was affected by ooding. The Companys brewery in Ayutthaya province and a
food and non-alcoholic beverage factory in Pathumthani province were temporarily closed by the impact of the ooding. However,
the Company has Industrial All Risks (IAR) and Business Interruption (BI) insurance cover and believes that all damages are covered
by the aforementioned insurance policies.
In October 2011, a subsidiarys operations in Pathumthani province were adversely affected by the ooding in parts of Thailand.
The production at this plant has ceased. Management is currently concentrating its efforts on minimizing the effects of the ooding
on the subsidiarys assets and operations. As at the date of approval of these nancial statements it is too early to make an
informed assessment of the nancial impact of the ooding on the subsidiarys assets and operations.
The Group has recognised loss resulting from the ood damage for the year ended 31 December 2011 as follows:

Net ood related losses

Consolidated
nancial statements
(in million Baht)

Insurance reimbursement
Received prior to 31 December
Received after 31 December

139
55

Not yet received

1,440

Insurance reimbursement recognised

1,634

Write-off inventories loss from ood

(229)

Write-off assets loss from ood

(319)

Impairment of inventories

(250)

Impairment of property and equipment

(589)

Loss from business interruption

(173)

Other ood related expenses

(234)

Total ood related expenses


Net ood related loss recognised

(1,794)
(160)

These nancial statements do not include any adjustments that might have been required had the assessment of the damage, and
the extent of the insurance coverage, been nalized.

/ 129

/
Financial
Statements

4. Changes in accounting policies


(a) Overview
From 1 January 2011, consequent to the adoption of new and revised TFRS as set out in note 2, the Group has changed its
accounting policies in the following areas:

Presentation of nancial statements


Accounting for business combinations
Accounting for acquisitions of non-controlling interests
Accounting for property, plant and equipment
Accounting for investment properties
Accounting for borrowing costs
Accounting for employee benets
Accounting for income taxes

Details of the new accounting policies adopted by the Group and the impact of the changes on the nancial statements are included
in notes 4(b) to 4(i) below. The impact of the changes on the nancial statements for the years ended 31 December 2011 and 2010
is summarised as follows:
For the year ended 31 December 2010
Note

Consolidated
nancial statements

Separate
nancial statements

2010

2010
(in million Baht)

56,444

60,433

Statement of nancial position


Equity at 1 January 2010 - as reported
Changes as a result of the adoption retrospectively of:
TAS 12 Income taxes

4(i)

TAS 40 Investment Property

4(f)

(632)
(654)

2
-

Equity at 1 January 2010 - restated

55,158

60,435

Equity at 31 December 2010 - as reported

58,228

61,073

Changes as a result of the adoption retrospectively of:


TAS 12 Income taxes

4(i)

(694)

TAS 40 Investment Property

4(f)

(654)

Equity at 31 December 2010 - restated

56,880

61,077

Prot before income tax - as reported

14,805

9,223

Income tax expense - as reported

(4,084)

Statement of comprehensive income for the


year ended 31 December 2010
(296)

Changes to income tax expense as a result of the


adoption retrospectively of:
TAS 12 Income taxes

4(i)

(62)

Income tax expense - restated

(4,146)

Prot - restated

10,659

Increase (decrease) in basic earnings per share (in Baht)

(0.002)

/ 130

1
(295)
8,928
-

Annual Report
2011

Thai Beverage
Public
Company
Limited

For the year ended 31 December 2011


Note

Consolidated
nancial statements

Separate
nancial statements

2011

2011
(in million Baht)

56,880

61,077

Statement of nancial position


Equity at 31 December 2010 - restated
Impact of the adjustment to retained earnings
as at 1 January 2011:
TAS 19 Employee benets, net of income tax

4(h)

Equity at 1 January 2011

(731)

(117)

56,149

60,960

Statement of comprehensive income for the


year ended 31 December 2011
Increase (decrease) in prot before income tax as a
result of the adoption of:
TAS 16 Property, plant and equipment

4(e)

569

TAS 19 Employee benets

4(h)

(161)

(25)

408

(25)

(25)

Increase (decrease) in prot before income tax


(Increase) decrease in income tax expense as a result
of the adoption of:
TAS 12 Income taxes

4(i)

(485)

TAS 16 Property, plant and equipment

4(e)

(171)

TAS 19 Employee benets

4(h)

48

(Increase) decrease in income tax expense

(608)

(17)

Increase (decrease) in prot

(200)

(42)

Increase in basic earnings per share (in Baht)

0.008

(0.002)

(b) Presentation of nancial statements


The Group has adopted TAS 1 Presentation of Financial Statements (Revised 2009). Under the revised standard, a set of nancial
statements comprises:

Statement of nancial position;


Statement of comprehensive income;
Statement of changes in equity;
Statement of cash ows; and
Notes to the nancial statements.

As a result, the Group presents all owner changes in equity in the statement of changes in equity and all non-owner changes in
equity in the statement of comprehensive income. Previously, all such changes were included in the statement of changes in equity.
Comparative information has been re-presented so that it also is in conformity with the revised standard. Since the change in
accounting policy only impacts presentation aspects, there is no impact on reported prot or earnings per share.

/ 131

/
Financial
Statements

(c) Accounting for business combinations


The Group has adopted TFRS 3 Business Combinations (revised 2009) and TAS 27 Consolidated and Separate Financial Statements
(revised 2009) for all business combinations on or after 1 January 2011. The new policy has been applied prospectively from
1 January 2011 in accordance with the transitional provisions of the revised standards.
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control
is transferred to the Group. Control is the power to govern the nancial and operating policies of an entity so as to obtain benets
from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.
Acquisitions on or after 1 January 2011
The Group measures goodwill at the acquisition date as:
the fair value of the consideration transferred; plus
the recognised amount of any non-controlling interests in the acquiree; plus
if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
the net recognised amount (generally fair value) of the identiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in prot or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are
generally recognised in prot or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in
connection with a business combination are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classied
as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the
contingent consideration are recognised in prot or loss.
Acquisitions between 1 January 2008 and 31 December 2010
Goodwill represented the excess of the cost of the acquisition over the Groups interest in the recognised amount (generally fair
value) of the identiable assets, liabilities and contingent liabilities of the acquiree. When the excess was negative, a bargain
purchase gain was recognised immediately in prot or loss.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurred in connection with
business combinations were capitalised as part of the cost of the acquisition.
Acquisitions prior to 1 January 2008
Goodwill was measured in the same way as described in the preceding paragraph. However, both positive and negative goodwill were
amortised over their estimated useful life of 20 years. On 1 January 2008, on adoption of the former TAS 43 (revised 2007),
the Group discontinued amortising goodwill. Negative goodwill carried in the nancial statements as at 31 December 2007 was
derecognised by crediting unappropriated retained earnings on 1 January 2008.
(d) Accounting for acquisitions of non-controlling interests (previously termed minority interests)
The Group has adopted TAS 27 Consolidated and Separate Financial Statements (revised 2009) for all acquisitions of non-controlling
interests in subsidiaries. The new policy has been applied prospectively from 1 January 2011 in accordance with the transitional
provisions of the revised standard.
Under the new accounting policy, acquisitions of non-controlling interests are accounted for as transactions with owners in their
capacity as owners and therefore no goodwill is recognised as a result of such transactions. The adjustments to non-controlling
interests are based on a proportionate amount of the net assets of the subsidiary.

/ 132

Annual Report
2011

Thai Beverage
Public
Company
Limited

Previously, goodwill was recognised on the acquisition of non-controlling interests in a subsidiary, which represented the excess of
the cost of the additional investment over the carrying amount of the interest in the net assets acquired at the date of the
transaction.
(e) Accounting for property, plant and equipment
The Group has adopted TAS 16 (revised 2009) Property, Plant and Equipment in determining and accounting for the cost and
depreciable amount of 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 changes have been applied prospectively in accordance with the transitional provisions of the revised standard, except that
consideration of the costs of asset dismantlement, removal and restoration, have been applied retrospectively. The changes have
had no impact on the prot and earnings per share for the year ended 31 December 2010 and the following impact on the 2011
nancial statements:
31 December 2011
Consolidated
nancial statements

Separate
nancial statements
(in million Baht)

569

Statement of nancial position


Decrease in accumulated depreciation
Increase in carrying amount of property, plant and equipment

569

Increase in income tax payable

(171)

Increase in retained earnings

398

31 December 2011
Consolidated
nancial statements

Separate
nancial statements
(in million Baht)

Decrease in depreciation

569

Increase in prot before income tax

569

Increase in income tax expense

(171)

Increase in prot

398

0.016

Statement of comprehensive income


for the year ended 31 December 2011

Increase in basic earnings per share (in Baht)

/ 133

/
Financial
Statements

The Group has adopted FAP announcement number 19/2554 Accounting Treatment for Condominiums. This announcement
requires the Company to recognise the acquisition cost of condominiums and similar types of asset as a single asset under the
classication condominiums unless the Company has separate title deeds for the land and the condominium, when the land and
building costs can be recognised separately. Previously, condominiums and associated land held under common title were recognised
separately in the nancial statements. The change in accounting policy has been applied retrospectively with the following impact on
the 2011 and 2010 nancial statements:
Consolidated nancial statements
31 December 2010
31 December

and

1 January

2011

1 January 2011

2010
(in million Baht)

Statement of nancial position


Increase in accumulated depreciation

(12)

(11)

(11)

(12)

(11)

(11)

(12)

(11)

(11)

Decrease in carrying amount of


property, plant and equipment
Decrease in retained earnings

Consolidated
nancial statements
2011
(in million Baht)
Statement of comprehensive income for the year ended 31 December
Increase in depreciation charge resulting in increase in administrative expenses

Decrease in prot

Decrease in basic earnings per share (in Baht)

(f) Accounting for investment properties


The Group has adopted TAS 40 (revised 2009) Investment Property.
Under the revised standard, investment property, dened as property owned to earn rentals; capital appreciation; or both, is
disclosed in the nancial statements separately from other property, plant and equipment and measured using the cost model with
changes in fair value being recognised in prot or loss.
Previously, investment properties were included in property, plant and equipment. Plant and equipment were measured using the
cost model and land was measured using the revaluation model. Revaluation changes were recognised in equity or prot or loss in
accordance with the provisions of TAS 16 Property, Plant and Equipment.
The Group has selected the cost model for accounting for its investment properties under the revised standard. The change in
accounting policy has been applied retrospectively and the nancial statements for the year ended 31 December 2010, which are
included in the Groups 2011 nancial statements for comparative purposes, have been adjusted accordingly. The carrying amounts
as at 1 January 2010 and 31 December 2010 of the Groups investment property previously included in property, plant and
equipment, have been reclassied to a separate account, Investment property and then restated at cost less the accumulated
depreciation that would have been charged had the properties been accounted for under the cost method since acquisition.
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Annual Report
2011

Thai Beverage
Public
Company
Limited

Any revaluation surplus for these properties carried in equity has been reclassied to retained earnings. The difference between the
carrying amount of the property under the revaluation model previously used and the new cost model, has been taken to retained
earnings. The depreciation charge for 2010 under the revaluation method previously used has been adjusted to the appropriate
charge under the cost method. From 1 January 2011, the depreciable amount and useful life of the investment property have been
reassessed in accordance with the requirements of TAS 16 (Revised 2009) - see note 4(e). The change in accounting policy in this
regard has been applied prospectively in accordance with TAS 16 (Revised 2009). The impact on the 2011 and 2010 nancial
statements was as follows:
Consolidated
nancial statements
2011

2010

Separate
nancial statements
2011

2010
(in million Baht)

Statement of nancial position


as at 31 December
Decrease in revaluation reserve

(654)

(654)

Decrease in property, plant and equipment

(681)

(681)

Decrease other non-current assets

(106)

(106)

Increase in investment properties

787

787

(654)

(654)

Decrease in equity
(g) Accounting for borrowing costs
The Group has adopted TAS 23 (revised 2009) Borrowing Costs.

Under the revised standard, borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset
are capitalised as part of the cost of that asset. Under the former standard, there was also an option to expense borrowing costs on
qualifying assets when incurred.
It was the Groups policy under the former TAS 23 to capitalise borrowing costs directly attributable to the acquisition, construction
or production of a qualifying asset. Consequently the adoption of the revised standard has had no impact on reported prot or
earnings per share.
(h) Accounting for employee benets
The Group has adopted TAS 19 Employee Benets.
Under the new policy, the Groups obligation in respect of post-employment benets was as follows:
Short-term employee benet - accumulated annual leave recognised in the nancial statements based on calculations of
the accumulated unused annual leave at end of period multiply daily employees wage.
Long-term employee benet - long service award recognised in the nancial statements based on calculations performed
annually by a qualied actuary using the projected unit credit method. Previously, this obligation was recognised as and
when payments were made.
Post-employment benet recognised in the nancial statements based on calculations performed annually by a qualied
actuary using the projected unit credit method. Previously, this obligation was recognised only for employees who are due
to retire within 5 years from the reporting date and when payments were made.
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/
Financial
Statements

The Groups and the Companys liability for post-employment benet and other long-term employee benet obligations as at
1 January 2011 has been determined to be Baht 1,044 million and Baht 167 million, respectively. The Group has opted to record
this liability as an adjustment to retained earnings as at 1 January 2011, in accordance with the transitional provisions of TAS 19.
The impact on the 2011 nancial statements was as follows:
Consolidated
nancial statements

Separate
nancial statements
(in million Baht)

Retained earnings at 31 December 2010 - restated

30,472

15,851

Increase in employee benet obligations

(1,044)

Statement of nancial position

Increase in deferred tax asset


Retained earnings at 1 January 2011

(167)

313

50

29,741

15,734

Statement of comprehensive income for the year


ended 31 December 2011
Increase in employee expenses resulting in:
Increase in cost of sales and cost of rendering of services

(55)

Increase in selling expenses

(33)

Increase in administrative expenses


Decrease in prot before income tax
Decrease in deferred tax expense
Decrease in prot
Decrease in basic earnings per share (in Baht)

(24)
-

(73)

(1)

(161)

(25)

48

(113)

(17)

(0.005)

(0.001)

(i) Income tax


From 1 January 2011, the Group has early-adopted TAS 12 Income taxes.
Under TAS 12, income tax expense for the year comprises current and deferred tax. Current and deferred tax are recognised in
prot or loss except to the extent that they relate to a business combination, or items recognised directly in equity or in other
comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for nancial
reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary
differences: the initial recognition of goodwill; the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable prot or loss; and differences relating to investments in subsidiaries to
the extent that it is probable that they will not reverse in the foreseeable future.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, using tax
rates enacted or substantively enacted at the reporting date.
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Annual Report
2011

Thai Beverage
Public
Company
Limited

In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and
whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open
tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies
on estimates and assumptions and may involve a series of judgements about future events. New information may become available
that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will
impact tax expense in the period that such a determination is made.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they
relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to
settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
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 utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is
no longer probable that the related tax benet will be realised.
Formerly, 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.
The change in accounting policy has been applied retrospectively and the Groups 2010 nancial statements, which are included in
the Groups 2011 nancial statements for comparative purposes, have been restated accordingly. The impact on the 2011 and
2010 nancial statements was as follows:

Consolidated nancial statements


31 December
2011

1 January
2011

31 December
2010

1 January
2010
(in million Baht)

341

542

387

424

Statement of nancial position


Increase in deferred tax asset
Increase in deferred tax liability
Increase (decrease) in equity

(1,299)

(923)

(1,081)

(1,056)

(958)

(381)

(694)

(632)

Separate nancial statements


31 December
2011

1 January
2011

31 December
2010

1 January
2010
(in million Baht)

Increase in deferred tax asset

31

54

Increase in equity

31

54

Statement of nancial position

/ 137

/
Financial
Statements

Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

437

62

17

(1)

(437)

(62)

(17)

(0.017)

(0.002)

(0.001)

Statement of comprehensive income


for the year ended 31 December
Increase (decrease) in deferred tax expense
Increase (decrease) in prot
Increase (decrease) in basic
earnings per share (in Baht)

5. Signicant accounting policies


The accounting policies set out below have been applied consistently to all periods presented in these nancial statements except as
explained in note 4, which addresses changes in accounting policies.
(a) Basis of consolidation
The consolidated nancial statements relate to the Company and its subsidiaries (together referred to as the Group) and the
Groups interests in associates.
Business combinations
The accounting policy for business combinations has been changed from 1 January 2011. See note 4(c) for details.
The Group applies the acquisition method for all business combinations other than those with entities under common control.
Control is the power to govern the nancial and operating policies of an entity so as to obtain benets from its activities. In
assessing control, the Group takes into consideration potential voting rights that currently are exercisable. The acquisition date is
the date on which control is transferred to the acquirer. Judgment is applied in determining the acquisition date and determining
whether control is transferred from one party to another.
Goodwill is measured as the fair value of the consideration transferred including the recognised amount of any non-controlling
interest in the acquiree, less the net recognised amount (generally fair value) of the identiable assets acquired and liabilities
assumed, all measured as of the acquisition date.
Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Group to the previous owners
of the acquiree, and equity interests issued by the Group. Consideration transferred also includes the fair value of any contingent
consideration and share-based payment awards of the acquiree that are replaced mandatorily in the business combination. If a
business combination results in the termination of pre-existing relationships between the Group and the acquiree, then the lower of
the termination amount, as contained in the agreement, and the value of the off-market element is deducted from the consideration
transferred and recognised in other expenses.
A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and
arises from a past event, and its fair value can be measured reliably.
The Group measures any non-controlling interest at its proportionate interest in the identiable net assets of the acquiree.
/ 138

Annual Report
2011

Thai Beverage
Public
Company
Limited

Transaction costs that the Group incurs in connection with a business combination, such as legal fees, and other professional and
consulting fees are expensed as incurred.
Acquisitions from entities under common control
Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the
Group are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later,
at the date that common control was established; for this purpose comparatives are revised. The assets and liabilities acquired are
recognised at the carrying amounts recognised previously in the Group controlling shareholders consolidated nancial statements.
The components of equity of the acquired entities are added to the same components within Group equity except that any share
capital of the acquired entities is recognised as part of share premium. Any cash paid for the acquisition is recognised directly in
equity.
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the
nancial and operating policies of an entity so as to obtain benets from its activities. The nancial statements of subsidiaries are
included in the consolidated nancial statements from the date that control commences until the date that control ceases.
The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group.
Losses applicable to non-controlling interests in a subsidiary are allocated to non- controlling interests even if doing so causes the
non- controlling interests to have a decit balance.
Loss of control
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the
other components of equity related to the subsidiary. Any surplus or decit arising on the loss of control is recognised in prot or
loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control
is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale nancial asset depending on
the level of inuence retained.
Associates
Associates are those entities in which the Group has signicant inuence, but not control, over the nancial and operating policies.
Signicant inuence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity.
Investments in associates are accounted for in the consolidated nancial statements using the equity method (equity-accounted
investees) and are recognised initially at cost. The cost of the investment includes transaction costs.
The consolidated nancial statements include the Groups share of prot or loss and other comprehensive income, after adjustments
to align the accounting policies with those of the Group, from the date that signicant inuence commences until the date that
signicant inuence ceases. When the Groups share of losses exceeds its interest in an associate, the Groups carrying amount is
reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the associate.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated
in preparing the consolidated nancial statements. Unrealised gains arising from transactions with associates are eliminated against
the investment to the extent of the Groups interest in the investee. Unrealised losses are eliminated in the same way as unrealised
gains, but only to the extent that there is no evidence of impairment.

/ 139

/
Financial
Statements

(b) Foreign currencies


Foreign currency transactions
Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Thai Baht at the foreign
exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the prot or loss.
Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using the foreign exchange
rates ruling at the dates of the transactions.
Foreign entities
The assets and liabilities of foreign entities are translated to Thai Baht at the foreign exchange rates ruling at the reporting date.
Goodwill and fair value adjustments arising on the acquisition of foreign entities are stated at exchange rates ruling on the reporting date.
The revenues and expenses of foreign entities are translated to Thai Baht at rates approximating the average foreign exchange rates
ruling at the dates of the transactions.
Foreign exchange differences arising on translation are recognised in other comprehensive income and presented in the foreign
currency translation reserve in equity until disposal of the investment.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the
foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net
investment in a foreign operation and are recognised in other comprehensive income, and presented in the foreign currency
translation reserve in equity until disposal of the investment.
(c) Derivative nancial instruments
Forward exchange contracts are treated as off-balance sheet items.
(d) Cash and cash equivalents
Cash and cash equivalents in the statements of cash ows comprise cash balances, call deposits and highly liquid short-term
investments. Bank overdrafts that are repayable on demand are a component of nancing activities for the purpose of the
statement of cash ows.
(e) Trade and other accounts receivable
Trade and other accounts receivable (including balances with related parties) are stated at their invoice value less allowance for
doubtful accounts.
The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer
payments. Bad debts are written off when incurred.
(f) Inventories
Inventories are measured 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-inprogress, cost includes an appropriate share of production overheads based on normal operating capacity and is calculated using
standard cost adjusted to approximate average cost.
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Annual Report
2011

Thai Beverage
Public
Company
Limited

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) Non-current assets held for sale
Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale
rather than through continuing use, are classied as held for sale. The assets (or disposal group) are measured at the lower of their
carrying value and fair value less cost to sell. Any impairment loss on a disposal group is rst allocated to goodwill, and then to
remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, nancial assets, deferred tax
assets and investment properties. Impairment losses on initial classication as held for sale and subsequent gains and losses on
remeasurement are recognised in prot or loss. Gains are not recognised in excess of any cumulative impairment loss.
(h) 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 investments.
Held-to-maturity investments are stated at amortised cost, less any impairment losses. 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 prot or loss. When these investments are derecognised, the cumulative gain or loss previously recognised directly in
equity is recognised in prot or loss. Where these investments are interest-bearing, interest calculated using the effective interest
method is recognised in prot or loss.
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 prot or loss.
If the Group disposes of part of its holding of a particular investment, the deemed cost of the part sold is determined using the
weighted average method applied to the carrying value of the total holding of the investment.
(i) Investment properties
Investment properties are properties which are held to earn rental income, for capital appreciation or for both, but not for sale in the
ordinary course of business, use in the production or supply of goods or services or for administrative purposes.
Investment properties are stated at cost less accumulated depreciation and impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed
investment property includes the cost of materials and direct labour, and other costs directly attributable to bringing the investment
property to a working condition for its intended use and capitalised borrowing costs.
/ 141

/
Financial
Statements

Depreciation is charged to prot or loss on a straight-line basis over the estimated useful lives of each property. The estimated
useful lives are as follows:
Buildings

20 years

Reclassication to property, plant and equipment


When the use of a property changes such that it is reclassied as property, plant and equipment, its fair value at the date of
reclassication becomes its cost for subsequent accounting.
(j) Property, plant and equipment
Recognition and measurement
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 less any subsequent impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes
the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their
intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalised
borrowing costs. Cost also may include transfers from other comprehensive income of any gain or loss on qualifying cash ow
hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of
the related equipment is capitalised as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
(major components) of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal
with the carrying amount of property, plant and equipment, and are recognised net within other income in prot or loss. When
revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings.
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 prot or loss.
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 recognised in other comprehensive income and presented in the revaluation reserve in equity
unless it offsets a previous decrease in value recognised in prot or loss in respect of the same asset. A decrease in value is
recognised in prot or loss to the extent it exceeds an increase previously recognised in other comprehensive income in respect of

/ 142

Annual Report
2011

Thai Beverage
Public
Company
Limited

the same asset. Upon disposal of a revalued asset, any related revaluation surplus is transferred directly to retained earnings and is
not taken into account in calculating the gain or loss on disposal.
Subsequent costs
The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is
probable that the future economic benets embodied within the part will ow to the Group, and its cost can be measured reliably.
The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment
are recognised in prot or loss as incurred.
Depreciation
Depreciation is calculated based on the depreciable amount, which is the cost of an asset, or other amount substituted for cost,
less its residual value.
Depreciation is charged to prot or loss on a straight-line basis over the estimated useful lives of each component of an item of
property, plant and equipment. The estimated useful lives are as follows:
Land improvement
Buildings and constructions
Building improvements
Machinery and equipment
Oak barrels
Furniture, xtures and ofce equipment
Vehicles

3-30
10-40
1-30
3-40
10-20
3-10
3-10

years
years
years
years
years
years
years

No depreciation is provided on freehold land or assets under construction.


Depreciation methods, useful lives and residual values are reviewed at each nancial year-end and adjusted if appropriate.
(k) Intangible assets
Goodwill
Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. The measurement of goodwill at initial
recognition is described in note 5(a). Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment
losses. In respect of equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of the
investment, and an impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the
carrying amount of the equity-accounted investee.
Research and development
Expenditure on research activities, undertaken with the prospect of gaining new scientic or technical knowledge and understanding,
is recognised in prot or loss as incurred.
Development activities involve a plan or design for the production of new or substantially improved products and processes.
Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically and
commercially feasible, future economic benets are probable, and the Group intends to and has sufcient resources to complete
development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour, overhead costs
that are directly attributable to preparing the asset for its intended use, and capitalised borrowing costs. Other development
expenditure is recognised in prot or loss as incurred.
Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.
/ 143

/
Financial
Statements

Other intangible assets


Other intangible assets that are acquired by the Group and have nite useful lives are measured at cost less accumulated
amortisation and accumulated impairment losses.
Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benets embodied in the specic asset to which it
relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in prot or loss as
incurred.
Amortisation
Amortisation is calculated over the cost of the asset, or other amount substituted for cost, less its residual value.
Amortisation is recognised in prot or loss on a straight-line basis over the estimated useful lives of intangible assets, other than
goodwill, from the date that they are available for use, since this most closely reects the expected pattern of consumption of the
future economic benets embodied in the asset. The estimated useful lives for the current and comparative periods are as follows:
Computer software
Trademarks
Licences

3-10 years
3-20 years
10 years

Amortisation methods, useful lives and residual values are reviewed at each nancial year-end and adjusted if appropriate.
(l) Leasehold rights
Leasehold rights are stated at cost less accumulated amortisation and impairment losses.
Amortisation is recognised in prot or loss on a straight-line basis over the agreement period.
(m) 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 each year at the same time.
An impairment loss is recognised if the carrying amount of an asset exceeds its recoverable amount. The impairment loss is
recognised in prot or loss unless it reverses a previous revaluation credited to equity, in which case it is charged to equity.
When a decline in the fair value of an available-for-sale nancial asset has been recognised directly in equity and there is objective
evidence that the value of the asset is impaired, the cumulative loss that had been recognised directly in equity is recognised in
prot or loss even though the nancial asset has not been derecognised. The amount of the cumulative loss that is recognised in
prot or loss is the difference between the acquisition cost and current fair value, less any impairment loss on that nancial asset
previously recognised in prot or loss.
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.
/ 144

Annual Report
2011

Thai Beverage
Public
Company
Limited

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 in prot or loss. For nancial assets carried at amortised
cost and available-for-sale nancial assets that are debt securities, the reversal is recognised in prot or loss. For available-forsale nancial assets that are equity securities, the reversal is recognised in other comprehensive income.
An impairment loss in respect of goodwill is not reversed. Impairment losses recognised in prior periods in respect of other nonnancial 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.
(n) Interest-bearing liabilities
Interest-bearing liabilities are recognised initially at fair value less attributable transaction charges. Subsequent to initial
recognition, interest-bearing liabilities are stated at amortised cost with any difference between cost and redemption value being
recognised in prot or loss over the period of the borrowings on an effective interest basis.
(o) Trade and other accounts payable
Trade and other accounts payable (including balances with related parties) are stated at cost.
(p) Employee benets
Dened contribution plans
A dened contribution plan is a post-employment benet plan under which an entity pays xed contributions into a separate entity
and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to dened contribution pension
plans are recognised as an employee benet expense in prot or loss in the periods during which services are rendered by
employees.
Dened benet plans
A dened benet plan is a post-employment benet plan other than a dened contribution plan. The Groups net obligation in
respect of dened benet pension plans is calculated separately for each plan by estimating the amount of future benet that
employees have earned in return for their service in the current and prior periods; that benet is discounted to determine its present
value. Any unrecognised past service costs and the fair value of any plan assets are deducted. The discount rate is the yield at the
reporting date on AA credit-rated bonds that have maturity dates approximating the terms of the Groups obligations and that are
denominated in the same currency in which the benets are expected to be paid.
The calculation is performed annually by a qualied actuary using the projected unit credit method. When the calculation results in a
benet to the Group, the recognised asset is limited to the total of any unrecognised past service costs and the present value of
economic benets available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order
to calculate the present value of economic benets, consideration is given to any minimum funding requirements that apply to any
plan in the Group. An economic benet is available to the Group if it is realisable during the life of the plan, or on settlement of the
plan liabilities.
When the benets of a plan are improved, the portion of the increased benet relating to past service by employees is recognised in
prot or loss on a straight-line basis over the average period until the benets become vested. To the extent that the benets vest
immediately, the expense is recognised immediately in prot or loss.
The Group recognises all actuarial gains and losses arising from dened benet plans in other comprehensive income and all
expenses related to dened benet plans in prot or loss.
/ 145

/
Financial
Statements

Other long-term employee benets


The Groups net obligation in respect of long-term employee benets other than pension plans is the amount of future benet that
employees have earned in return for their service in the current and prior periods; that benet is discounted to determine its present
value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on AA credit-rated
bonds that have maturity dates approximating the terms of the Groups obligations. The calculation is performed using the projected
unit credit method. Any actuarial gains and losses are recognised in prot or loss in the period in which they arise.
Termination benets
Termination benets are recognised as an expense when the Group is committed demonstrably, without realistic possibility of
withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination
benets as a result of an offer made to encourage voluntary redundancy. Termination benets for voluntary redundancies are
recognised as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and
the number of acceptances can be estimated reliably. If benets are payable more than 12 months after the reporting period, then
they are discounted to their present value.
Short-term employee benets
Short-term employee benet obligations are measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid under short-term cash bonus or prot-sharing plans if the Group has a
present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation
can be estimated reliably.
(q) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated
reliably, and it is probable that an outow of economic benets will be required to settle the obligation. 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 the risks specic to the liability. The unwinding of the discount is recognised as nance cost.
(r) 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.
(s) Revenue
Revenue excludes value added taxes and is arrived at after deduction of trade discounts and volume rebates.
Sale of goods and services rendered
Revenue is recognised in prot or loss 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 prot or
loss 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.

/ 146

Annual Report
2011

Thai Beverage
Public
Company
Limited

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 prot or loss 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 prot or loss.
Commissions
When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognised is the net
amount of commission made by the Group.
Rental income
Rental income from investment property is recognised in prot or loss 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 over the term of lease. 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.
(t) Finance costs
Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and contingent consideration, losses
on disposal of available-for-sale nancial assets, fair value losses on nancial assets at fair value through prot or loss and
impairment losses recognised on nancial assets (other than trade receivables) that are recognised in prot or loss.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised
in prot or loss using the effective interest method.
(u) Lease payments
Payments made under operating leases are recognised in prot or loss on a straight line basis over the term of the lease.
Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the
lease adjustment is conrmed.
(v) Income tax
Income tax expense for the year comprises current and deferred tax. Current and deferred tax are recognised in prot or loss
except to the extent that they relate to a business combination, or items recognised directly in equity or in other comprehensive
income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for nancial
reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary
differences: the initial recognition of goodwill; the initial recognition of assets or liabilities in a transaction that is not a business
/ 147

/
Financial
Statements

combination and that affects neither accounting nor taxable prot or loss; and differences relating to investments in subsidiaries to
the extent that it is probable that they will not reverse in the foreseeable future.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, using tax
rates enacted or substantively enacted at the reporting date.
In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and
whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open
tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies
on estimates and assumptions and may involve a series of judgements about future events. New information may become available
that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will
impact tax expense in the period that such a determination is made.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they
relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to
settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
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 utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is
no longer probable that the related tax benet will be realised.
(w) Earnings per share
The Group presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the prot or loss
attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the
period, adjusted for own shares held.

6. Common control transactions and acquisitions of subsidiary and non-controlling interests


Common control transactions
On 15 September 2010, International Beverage Holdings Limited, the Companys direct subsidiary, acquired the entire 2 ordinary
issued shares of Beer Chang International Limited from the existing equity holders for a total amount of SGD 4,000. The said
acquired company has not undertaken any business since incorporation, therefore the consolidated nancial statements have not
been revised as if the acquisition had taken place at the beginning of 2009. The difference between the consideration to be paid by
the Company for the acquisition and the carrying amount of the net identiable assets is included in Difference arising from
common control transactions.
Acquisition of subsidiary
During the year, Thai Beverage Logistics Co., Ltd., a subsidiary of the Company, made a voluntary tender offer for all 265,900,484
ordinary shares of Serm Suk Public Company Ltd, Serm Suk, a company incorporated in Thailand and listed on the Stock Exchange
of Thailand. Serm Suk produces and distributes soft drinks, drinking water, soda water and other beverages. The acquisition will
enable the Group to expand its non-alcoholic product portfolio and broaden its logistic network. The tender offer period was a total
of 25 business days from 15 September 2011 to 19 October 2011.
As at 30 September 2011, the subsidiary had acquired 138,890,750 ordinary shares in Serm Suk, representing a 52.2% equity
interest, for a purchase price of Baht 8,056 million. Serm Suk thereby became a subsidiary of the Group from 1 October 2011.
As at 31 December 2011, the subsidiary had acquired a total 171,923,138 ordinary shares in Serm Suk, representing a 64.7%
equity interest, for a total purchase price of Baht 9,972 million. Acquisition related costs totalling Baht 24.6 million, principally
/ 148

Annual Report
2011

Thai Beverage
Public
Company
Limited

comprising charges for a letter of nancial support and fees for the tender offer, are included in administrative expenses in the
consolidated statement of comprehensive income.
Net assets at the acquisition date comprised the following:
Carrying
amounts

Fair value
adjustments

Recognised
values
(in million Baht)

915

915

Trade receivables - net

1,138

1,138

Inventories

2,397

2,397

Property, plant and equipment net

7,776

922

8,698

36

36

458

458

Other assets

1,129

1,129

Trade accounts payable

(1,266)

(1,266)

Deferred tax liabilities

(1,124)

Other liabilities

(3,116)

Net identiable assets and liabilities

8,343

Cash and cash equivalents

Intangible assets
Deferred tax assets

(184)
738

(1,308)
(3,116)
9,081

Goodwill on acquisition

4,100

Non-controlling interests

(3,209)

Consideration paid

9,972

Cash acquired
Net cash outow

(915)
9,057

The goodwill is mainly attributable to Serm Suks Management and employees skills and talents to produce beverages and to Serm
Suks distribution and logistic network.
The recognized values of Serm Suks assets and liabilities at the acquisition date constitute provisional amounts for items for
which the fair value accounting is incomplete. These provisional amounts will be adjusted, and additional assets or liabilities will be
recognized, during the measurement period to reect new information obtained about facts and circumstances that existed as of the
acquisition date and, if known, would have affected the measurement of the amounts recognized, or would have resulted in the
recognition of those additional assets or liabilities, as of that date.
In the three months period from 1 October 2011 to 31 December 2011, Serm Suk contributed revenue of Baht 4,150 million and
loss of Baht 401 million to the Groups results. Serms Suks results for the three month period ended 31 December 2011 were
adversely affected by the severe ooding occurring in parts of Thailand. If the acquisition had occurred on 1 January 2011,
management estimates that the Groups consolidated revenue would have been Baht 150,269 million and the Groups consolidated
prot for the year would have been Baht 12,441 million. In determining these amounts, management has assumed that the fair value
adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had
occurred on 1 January 2011.

/ 149

/
Financial
Statements

7. Related parties
For the purposes of these nancial statements, parties are considered to be related to the Group and the Company if the Group and
the Company has the ability, directly or indirectly, to control or joint control the party or exercise signicant inuence over the party
in making nancial and operating decisions, or vice versa, or where the Group and the party are subject common control or common
signicant inuence. Related parties may be individuals or other entities.
Relationships with related parties other than direct subsidiaries, indirect subsidiaries, subsidiaries of indirect subsidiaries and
associates of indirect subsidiaries (as presented in note 1) were as follows:

Name of entities

Country of
incorporation/
nationality

Nature of relationships

1.

Thailand

Directors and controlling equity holders hold

Thai Alcohol PCL.

substantial shares indirectly


2.

Sint Ek Panich Co., Ltd.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

3.

Banglen Agriculture Co., Ltd.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

4.

Pisetkij Co., Ltd.

Thailand

5.

The Maewang Sugar Industry Co., Ltd.

Thailand

Directors and controlling equity holders hold


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

6.

The Chonburi Sugar Corp. Ltd.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

7.

Thip Sugar Sukhothai Co., Ltd.

Thailand

(formerly: The Uttaradit Sugar Industry

Directors and controlling equity holders hold


substantial shares indirectly

Co., Ltd.
8.

The Suphanburi Sugar Industry Co., Ltd.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

9.

The Southeast Insurance Co., Ltd.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

10. The Southeast Life Insurance Co., Ltd.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

11. Southeast Capital Co., Ltd.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

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

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

13. Thai Glass Industries PCL.

Thailand

14. Bang-Na Glass Co., Ltd.

Thailand

Directors and controlling equity holders hold


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

/ 150

Annual Report
2011

Thai Beverage
Public
Company
Limited

Name of entities

Country of
incorporation/
nationality

Nature of relationships

15. TCC Hotel Collection Co., Ltd.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

16. Terragro Fertilizer Co., Ltd.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

17. Permkha Commercial Co., Ltd.

Thailand

18. BJC Industrial and Trading Co., Ltd.

Thailand

Directors and controlling equity holders hold


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

19. North Park Real Estate Co., Ltd.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

20. TCC PD 11 Co., Ltd.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

21. Thippatana Arcade Co., Ltd.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

22. Siam Food Products PCL.

Thailand

23. BJC Healthcare Co., Ltd.

Thailand

Directors and controlling equity holders hold


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

24. Wattanapat Trading Co., Ltd.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

25. Silvercord Capital (Singapore) Limited

Singapore

Directors and controlling equity holders hold


substantial shares indirectly

26. Plantheon Trading Co., Ltd.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

27. New Noble Property and Loan Fund

Thailand

Directors and controlling equity holders are the


principal unit holder of this real estate investment fund

28. Dynamic Assets Property and Loan Fund

Thailand

Directors and controlling equity holders are the


principal unit holder of this real estate investment fund

29. Best Fortune Property and Loan Fund

Thailand

Directors and controlling equity holders are the


principal unit holder of this real estate investment fund

30. Regent Gold Property Fund

Thailand

Directors and controlling equity holders are the


principal unit holder of this real estate investment fund

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

Thailand

Directors and controlling equity holders are the


directors and hold substantial shares indirectly

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

Thailand

Directors and controlling equity holders are the


directors and hold substantial shares indirectly

/ 151

/
Financial
Statements

Name of entities

Country of
incorporation/
nationality

Nature of relationships

33. Berli Jucker PCL.

Thailand

Directors and controlling equity holders hold


substantial shares indirectly

34. Thai Beverage Can Co., Ltd.

Thailand

Directors and controlling equity holders


hold 50% shares

35. PS Recycle Co., Ltd.

Thailand

Directors and controlling equity holders are


relatives of controlling person

36. T.C.C. International Limited

Hong Kong

Controlling equity holders hold


substantial shares indirectly

37. Best wishes Co., Ltd.

Hong Kong

Controlling equity holders hold


substantial shares indirectly

38. Bangkok Glass Co., Ltd.

Thailand

A subsidiary holds shares

39. The Pet Co., Ltd.

Thailand

A subsidiary holds shares

40. Crown Seal Public Company Limited

Thailand

A subsidiary holds shares

41. Key management personnel

Thailand

Persons having authority and responsibility for planning,


directing and controlling the activities of the entity,
directly or indirectly, including any director (whether
executive or otherwise) of the Group/Company.

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

Pricing policies

Sale of goods

Agreed prices which approximate market prices

Rendering of services

Contractual prices

Purchase of goods/raw materials

Agreed prices which approximate market prices

Receiving of services

Contractual prices

Purchase and sale of property, plant


and equipment

Contractual prices

Purchase and sale of investments

Contractual prices

Interest income and interest expense

Rate as mutually agreed by equity holders with


reference interest rates quoted by nancial institutions

/ 152

Annual Report
2011

Thai Beverage
Public
Company
Limited

Signicant transactions for the years ended 31 December 2011 and 2010 with related parties were as follows:
Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

Management fees

3,083

2,903

Cost of rendering of services

315

124

Interest income

363

252

Interest expense

830

728

Dividends

8,118

8,290

Other income

Administrative expenses

Purchases of investments

Increase in share capital in subsidiaries

143

(231)

10

423

418

358

374

Subsidiaries

Associates
Share of prot of associates, net of income tax
Key management personnel
Key management personnel compensation
Short-term employee benet
Post-employment benets
Total key management personnel compensation

432

418

367

374

/ 153

/
Financial
Statements

Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

1,192

930

111

42

10,620

6,924

232

217

103

109

Other income

354

27

Selling and administrative expenses

495

477

30

15

Other related parties


Sales of goods
Income of rendering of services
Purchases of raw materials and packaging
Overhead costs
Cost of rendering of services

Purchases of plant and equipment


Sales of plant and equipment

Balances as at 31 December 2011 and 2010 with related parties were as follows:

Trade accounts receivable from related parties

Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

221

10

Pisetkit Co., Ltd.

The Sugar Sukhothai Co., Ltd.


(formerly: The Uttaradit Sugar Industry Co.,
Ltd.)

11

Others

241

21

Other related companies


Thai Alcohol PCL.
PS Recycle Co., Ltd.

Total

/ 154

/ 155

Pomkit Co., Ltd.

Pomklung Co., Ltd.

Pomchok Co., Ltd.

Pomcharoen Co., Ltd.

Pomburapa Co., Ltd.

Luckchai Liquor Trading Co., Ltd.

Pomthip Co., Ltd.

Nateechai Co., Ltd.

Sura Piset Phatra Lanna Co., Ltd.

Red Bull Distillery (1988) Co., Ltd.


-

Theparunothai Co., Ltd.

Simathurakij Co., Ltd.

Kankwan Co., Ltd.

United Winery and Distillery Co., Ltd.

S.S. Karnsura Co., Ltd.

Thanapakdi Co., Ltd.

Athimart Co., Ltd.

Mongkolsamai Co., Ltd.


-

Fuengfuanant Co., Ltd.

Sangsom Co., Ltd.

Sura Bangyikhan Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

Kanchanasingkorn Co., Ltd.

Beer Thip Brewery (1991) Co., Ltd.

Beer Thai (1991) PCL.

Subsidiaries

Short-term
loans to

2011
Other
receivables
Total

Short-term
loans to

2010
Other
receivables

Consolidated nancial statements

Short-term loans to and other receivables from related parties

Total

107

1,121

68

1,230

Short-term
loans to

11

25

24

18

24

2011
Other
receivables

11

109

1,146

73

24

18

1,254

Total

279

592

537

Short-term
loans to

11

19

21

17

18

290

611

21

17

555

2010
Other
receivables
Total
(in million Baht)

Separate nancial statements

/ 156
-

Pomnakorn Co., Ltd.

Num Yuk Co., Ltd.

Num Kijjakarn Co., Ltd.

Num Palang Co., Ltd.

Num Muang Co., Ltd.

Num Nakorn Co., Ltd.

Num Thurakij Co., Ltd.

Numrungrod Co., Ltd.

Numthip Co., Ltd.

Thipchalothorn Co., Ltd.

Krittayabun Co., Ltd.

Surathip Co., Ltd.

Sunthronpirom Co., Ltd.

Piromsurang Co., Ltd.

Wrangyer Beverage (2008) Co., Ltd.

Thai Molasses Co., Ltd.

Dhanasindhi Co., Ltd.

Thai Beverage Recycle Co., Ltd.

Thai Beverage Logistics Co., Ltd.

Dhospaak Co., Ltd.

Thai Beverage Brands Co., Ltd.

Total subsidiaries

PompalangCo., Ltd.

Subsidiaries (continued)

Short-term
loans to

2011
Other
receivables
Total

Short-term
loans to

2010
Other
receivables

Consolidated nancial statements

Short-term loans to and other receivables from related parties

Total

14,753

228

10,825

411

155

11

379

213

Short-term
loans to

484

45

15

32

28

43

24

10

16

12

12

19

25

2011
Other
receivables

15,237

229

10,870

414

155

12

15

411

241

43

24

10

16

12

12

19

25

Total

1,977

48

182

281

30

13

Short-term
loans to

380

11

25

25

29

22

15

10

12

19

22

2,357

48

184

283

11

25

25

29

22

15

10

12

19

52

17

2010
Other
receivables
Total
(in million Baht)

Separate nancial statements

/ 157

Thai Alcohol PCL.

Total related companies

Total

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


-

The Maewang Sugar Industry Co., Ltd.

Others

Best Fortune Property and Loan Fund

New Noble Property And Loan Fund

The Suphanburi Sugar Industry Co., Ltd.

industry Co., Ltd.)

(formerly: The Uttaradit Sugar


-

Plantheon Trading Co., Ltd.

Thip Sugar Sukhothai Co., Ltd.

The Southeast Insurance Co., Ltd.

Related companies

Short-term
loans to

2,290

2,290

15

36

225

531

1,460

2011
Other
receivables

2,290

2,290

15

36

225

531

1,460

Total

Short-term
loans to

791

791

14

759

2010
Other
receivables

Consolidated nancial statements

Short-term loans to and other receivables from related parties

791

791

14

759

Total

14,753

Short-term
loans to

485

2011
Other
receivables

15,238

Total

1,977

Short-term
loans to

394

14

14

2,371

14

14

2010
Other
receivables
Total
(in million Baht)

Separate nancial statements

/ 158
-

Pompalang Co., Ltd.

Thai Beverage Logistics Co., Ltd.

Thai Beverage Brands Co., Ltd.

Pan International (Thailand) Co., Ltd.

Total subsidiaries

Total related companies

Total

New Noble Property And Loan Fund


-

The Pet Co., Ltd.

Others

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

TCC PD 11 Co., Ltd.

North Park Real Estate Co., Ltd.

Related companies

Thai Beverage Recycle Co., Ltd.

Red Bull Distillery (1988) Co., Ltd.

Wrangyer Beverage (2008) Co., Ltd.

Beer Thai (1991) PCL.

Subsidiaries

Long-term
loans to

53

53

30

2011
Other
receivables

53

53

30

Total

Long-term
loans to

39

39

29

2010
Other
receivables

Consolidated nancial statements

Long-term loans to and other receivables from related parties

39

39

29

Total

635

635

119

67

449

Long-term
loans to

11

10

2011
Other
receivables

646

10

636

119

67

449

Total

2,499

2,499

395

113

20

165

192

1,605

Long-term
loans to

2,502

2,499

395

113

20

165

192

1,605

2010
Other
receivables
Total
(in million Baht)

Separate nancial statements

Annual Report
2011

Thai Beverage
Public
Company
Limited

Summary of loans to related parties

Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

Short-term loans

14,753

1,977

Long-term loans

635

2,499

Total loans to related parties

15,388

4,476

Movements during the years ended 31 December 2011 and 2010 of loans to related parties were as follows:

Loans to related parties

Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

At 1 January

1,977

2,642

Increase

13,108

877

Decrease

At 31 December

14,753

1,977

At 1 January

2,499

3,455

Increase

529

Decrease

At 31 December

Short-term loans
Subsidiaries

(332)

(1,542)

Long-term loans
Subsidiaries

(1,864)
635

(1,485)
2,499

/ 159

/
Financial
Statements

Loans to and other receivables from related parties of the Group and the Company as at 31 December 2011 and 2010 were
denominated entirely in Thai Baht and other functional currencies of foreign subsidiaries.

Trade accounts payable to related parties

Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

Thai Malaya Glass Co., Ltd.

903

Thai Beverage Can Ltd.

158

85

Plantheon Trading Co., Ltd.

113

63

Crown Seal Public Co., Ltd.

105

The Pet Co., Ltd.

58

Petform (Thailand) Co., Ltd.

31

Other related companies

Bangkok Glass Co., Ltd.

31

Pisetkij Co., Ltd.

21

22

PS Recycle Co., Ltd.

17

20

Berli Jucker PCL.

792

Others

1,438

990

Total

/ 160

/ 161

Thanapakdi Co., Ltd.

Kanchanasingkorn Co., Ltd.

Sura Piset Thipparat Co., Ltd.

Pompalang Co., Ltd.

Num Muang Co., Ltd.

Pomburapa Co., Ltd.

Num Palang Co., Ltd.

Pomcharoen Co., Ltd.

Pomchok Co., Ltd.

Num Kijjakarn Co., Ltd.

Pomklung Co., Ltd.

Pomkit Co., Ltd.

Pomthip Co., Ltd.

Num Yuk Co., Ltd.

Sura Piset Phatra Lanna Co., Ltd.

Pomnakorn Co., Ltd.

Luckchai Liquor Trading Co., Ltd.

Theparunothai Co., Ltd.

Nateechai Co., Ltd.

Kankwan Co., Ltd.

Simathurakij Co., Ltd.

S.S. Karnsura Co., Ltd.

Mongkolsamai Co., Ltd.

Fuengfuanant Co., Ltd.

Athimart Co., Ltd.

Sangsom Co., Ltd.

Sura Bangyikhan Co., Ltd.

Beer Thip Brewery (1991) Co., Ltd.

Subsidiaries

Short-term
loans from

Total

Short-term
loans from

2010
Other
payables

Consolidated nancial statements


2011
Other
payables

Short-term loans from and other payables to related parties

Total

617

466

590

1,105

158

103

183

266

124

299

230

78

10

18

320

97

279

132

Short-term
loans from

15

2011
Other
payables

621

468

597

1,109

159

103

185

267

126

301

232

79

10

19

326

98

286

147

Total

392

193

429

133

65

113

188

75

194

39

322

22

432

61

63

90

626

82

Short-term
loans from

15

394

194

434

134

65

114

189

75

195

41

324

23

433

61

64

91

632

97

2010
Other
payables
Total
(in million Baht)

Separate nancial statements

/ 162
-

Piromsurang Co., Ltd.

Thai Beverage Brands Co., Ltd.

Oishi Group PCL.

Total subsidiaries

Thai Drinks Co., Ltd.

Archa Beer Co., Ltd.

Thai Beverage Training Co., Ltd.

Beer Chang Co., Ltd.

Dhospaak Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

Dhanasindhi Co., Ltd.

Thai Beverage Marketing Co., Ltd.

Charun Business 52 Co., Ltd.

Thai Beverage Logistics Co., Ltd.

Pan International (Thailand) Co., Ltd.

Sunthronpirom Co., Ltd.

Surathip Co., Ltd.

Feed Addition Co., Ltd.

Krittayabun Co., Ltd.

Thai Cooperage Co., Ltd.

Thipchalothorn Co., Ltd.

Numthip Co., Ltd.

Numrungrod Co., Ltd.

Thai Molasses Co., Ltd.

Num Thurakij Co., Ltd.

Thai Beverage Energy Co., Ltd.

Num Nakorn Co., Ltd.

Subsidiaries (continued)

Short-term
loans from

Total

Short-term
loans from

2010
Other
payables

Consolidated nancial statements


2011
Other
payables

Short-term loans from and other payables to related parties

Total

8,636

10

25

84

84

25

13

146

255

14

137

405

28

486

761

489

585

Short-term
loans from

275

11

48

125

2011
Other
payables

8,911

11

10

27

87

48

209

27

13

147

256

14

138

407

29

488

765

493

588

Total

5,938

48

210

663

14

29

127

152

85

75

133

223

266

143

235

Short-term
loans from

127

17

44

6,065

50

213

17

44

664

14

29

127

153

86

75

134

224

269

145

236

2010
Other
payables
Total
(in million Baht)

Separate nancial statements

/ 163

Total related companies

Total

146

146

37

10

11

13

21

31

146

146

37

10

11

13

21

31

Total

Short-term
loans from

17

163

163

17

86

10

14

12

163

163

17

86

10

14

12

17

Total

8,636

Short-term
loans from

288

13

2011
Other
payables

8,924

13

Total

5,938

Short-term
loans from

145

18

10

6,083

18

10

2010
Other
payables
Total
(in million Baht)

Separate nancial statements

Short-term loans from and other payables to related parties of the Group and the Company as at 31 December 2011 and 2010 were denominated entirely in Thai Baht and other
functional currencies of foreign subsidiaries.

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

Others

Eastern Chemical Co., Ltd.

Thai Alcohol PCL.

Thai Malaya Glass Co., Ltd.


-

Berli Jucker PCL.

Southeast Capital Co., Ltd.

The Southeast Insurance Co., Ltd.

TCC. Hotel Collection Co., Ltd.

Plaza Athenee Hotel (Thailand) Co., Ltd.

Related companies

Short-term
loans from

2010
Other
payables

Consolidated nancial statements


2011
Other
payables

Short-term loans from and other payables to related parties

/ 164
-

Theparunothai Co., Ltd.

Luckchai Liquor Trading Co., Ltd.

Pomkit Co., Ltd.

Pomklung Co., Ltd.

Pomchok Co., Ltd.

Pom Charoen Co., Ltd.

Pomburapa Co., Ltd.

Pomnakorn Co., Ltd.

Num Yuk Co., Ltd.

Num Thurakij Co., Ltd.

Num Muang Co., Ltd.

Num Nakorn Co., Ltd.

Num Kijjakarn Co., Ltd.

Numrungrod Co., Ltd.

Numthip Co., Ltd.

Thipchalothorn Co., Ltd.

Kankwan Co., Ltd.

S.S. Karnsura Co., Ltd.

Simathurakij Co., Ltd.

Athimart Co., Ltd.

United Winery and Distillery Co., Ltd.

Sura BangyiKhan Co., Ltd.

Kanchanasingkorn Co., Ltd.

Sura Piset Thipparat Co., Ltd.

Mongkolsamai Co., Ltd.

Fuengfuanant Co., Ltd.

Thanapakdi Co., Ltd.

Beer Thip Brewery (1991) Co., Ltd.

Subsidiaries

Long-term
loans from

Total

Long-term
loans from

2010
Other
payables

Consolidated nancial statements


2011
Other
payables

Long-term loans from and other payables to related parties

Total

177

319

1,275

163

375

525

110

146

372

48

352

76

309

130

302

73

18

70

98

1,018

109

157

77

79

158

3,090

Long-term
loans from

2011
Other
payables

177

319

1,275

163

375

525

110

146

372

48

352

76

309

130

302

73

18

70

98

1,018

109

157

77

79

158

3,090

Total

140

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

140

64

490

947

168

235

286

92

221

330

20

195

401

176

241

90

155

219

241

176

151

3,564

2010
Other
payables
Total
(in million Baht)

Separate nancial statements

/ 165

Surathip Co., Ltd.

Sunthronpirom Co., Ltd.

Piromsurang Co., Ltd.

Thai Molasses Co., Ltd.

Feed Addition Co., Ltd.

Pan International (Thailand) Co., Ltd.

Charun Business 52 Co., Ltd.

Thai Cooperage Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

Beer Chang Co., Ltd.

Archa Beer Co., Ltd.

Total

Total

Long-term
loans from

Total

10,528

64

246

458

59

32

23

20

Long-term
loans from

2011
Other
payables

10,528

64

246

458

59

32

23

20

Total

10,403

69

195

471

58

28

23

10

80

162

411

149

145

Long-term
loans from

10,403

69

195

471

58

28

23

10

80

162

411

149

145

2010
Other
payables
Total
(in million Baht)

Separate nancial statements

Long-term loans from and other payables to related parties of the Group and the Company as at 31 December 2011 and 2010 were denominated entirely in Thai Baht.

Krittayabun Co., Ltd.

Subsidiaries (continued)

Long-term
loans from

2010
Other
payables

Consolidated nancial statements


2011
Other
payables

Long-term loans from and other payables to related parties

/
Financial
Statements

Summary of loans from related parties

Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

Short-term loans

8,636

5,938

Long-term loans

10,528

10,403

Total loans from related parties

19,164

16,341

Movements during the years ended 31 December 2011 and 2010 of loans from related parties were as follows:

Loans from related parties

Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

At 1 January

5,938

7,259

Increase

5,371

2,106

Decrease

(2,673)

(3,427)

At 31 December

8,636

5,938

At 1 January

10,403

9,743

Increase

2,803

1,965

Decrease

(2,678)

(1,305)

At 31 December

Short-term loans
Subsidiaries

Long-term loans
Subsidiaries

10,528

10,403

Signicant agreements with related parties


Supporting service agreements
The Company entered into supporting service agreements with subsidiaries for supporting service such as human resource,
administration, accounting, nance, public relations, public co-ordination, technology, law, secretary and share register and internal
audit for the period of one year from 1 January 2004 to 31 December 2004. Unless there are notications to terminate the
agreement within 30 days before the expiry date, this agreement continues to be in effect for the successive one year term.
The subsidiaries are committed to pay a service fee at the rate of 0.5% of their principal revenue.
With effect from 1 January 2007, the supporting service fee rate was adjusted to 1% of the principal revenue. Service fee rate was
adjusted for development of new product, experiment and quality test, analysis, research and marketing survey for new products and
procurement of information.
Application service provisioning agreement
The Company entered into the application service provisioning agreement with T.C.C. Technology Co., Ltd., a related party, for the
/ 166

Annual Report
2011

Thai Beverage
Public
Company
Limited

provision of ongoing support and maintenance of the systems and infrastructure and is committed to pay system, hardware and
software rental fee and service fee on a monthly basis throughout the contract period for ve years, effective 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 and renewed the agreements ended 31 August 2014.
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.

Sales Distributor Agreements


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

/ 167

/
Financial
Statements

Revolving loan agreement


In June 2011, the Company entered into revolving joint loan agreement with subsidiaries for lending loans with joint credit limit not
exceeding Baht 10,000 million, interest rate 5.00 % per annum and repayable at call. Subsequently in September 2011, the
Company entered into revolving loan agreement with a subsidiary to lend loans with credit limit of Baht 15,000 million, interest rate
5.00 % per annum and repayable at call.
In 2011, the Company entered into revolving loan agreements with subsidiaries to borrow loans with total credit limit of Baht
55,900 million, interest rate 5.00% per annum and repayable at call.
Commitments with related parties
Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

Within one year

214

216

52

43

After one year but within ve years

317

316

56

55

Total

531

532

108

98

1,421

1,613

171

109

27

109

27

Brewing supervision agreement

24

26

Other agreements

18

56

33

1,572

1,846

165

60

Non-cancellable operating lease commitments

Other commitments
Purchase molasses
Sale molasses
Application service provisioning agreement

Total

8. Cash and cash equivalents


Consolidated
nancial statements

Cash on hand
Cash at banks - current accounts
Cash at banks - saving accounts
Highly liquid short-term investments
Total

/ 168

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

55

47

895

822

2,112

1,387

10

22

380

1,103

3,442

3,359

11

23

Annual Report
2011

Thai Beverage
Public
Company
Limited

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

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

3,217

3,057

11

23

215

273

United States Dollars (USD)

28

Others

3,442

3,359

11

23

Thai Baht (THB) and other


functional currencies of
foreign subsidiaries
Hong Kong Dollars (HKD)

Total

9. Other investments
Consolidated
nancial statements
2011

2010

Separate
nancial statements
2011

2010
(in million Baht)

Current investments
Short-term deposits at nancial institutions

12

13

Equity securities available for sale

73

Investment in government bonds

12

12

60

(5)

(4)

67

14

140

14

153

15

Others

Other long-term investments

Other non marketable equity


securities
Less allowance for decline in
value of investments

Total

As at 31 December 2009, an indirect subsidiary invested in government bonds in the amount of Baht 8.5 million, bearing interest
rates at 5.90% and 4.25% per annum and maturity in 2013 and 2014. The bonds have been pledged as collateral for electricity
utilisation. Subsequently during 2010, the aforementioned indirect subsidiary invested additionally in government bonds in the
/ 169

/
Financial
Statements

amount of Baht 3.66 million, bearing interest rate at 4.125% per annum and maturity in 2016. The bonds have been pledged as
collateral for natural gas utilisation.
Other investments of the Group as at 31 December 2011 and 2010 were denominated entirely in Thai Baht.

10. Trade accounts receivable


Consolidated
nancial statements

Related parties

Separate
nancial statements

Note

2011

2010

2011

2010
(in million Baht)

241

21

Other parties

3,459

1,937

Total

3,700

1,958

Less allowance for


doubtful accounts
Net

(81)
3,619

(36)
1,922

Bad debts and (reversal of) doubtful debts


expense for the year

16

(3)

Aging analyses for trade accounts receivable were as follows:


Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

102

21

Related parties
Within credit terms
Overdue:
Less than 3 months
6-12 months

135

241

21

3,101

1,750

299

158

Other parties
Within credit terms
Overdue:
Less than 3 months
3-6 months

40

6-12 months

10

14

12

3,459

1,937

Over 12 months
Less allowance for doubtful
accounts
Net

3,378

(81)

1,901

3,619

1,922

The normal credit term granted by the Group ranges from 7 days to 180 days.
/ 170

(36)

Annual Report
2011

Thai Beverage
Public
Company
Limited

The currency denomination of trade accounts receivable as at 31 December was as follows:


Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

3,604

1,919

12

Euro

Total

3,619

1,922

Thai Baht (THB) and other


functional currencies of
foreign subsidiaries
United States Dollars (USD)

11. Inventories
Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

Finished goods

11,860

10,017

Maturing spirits

9,316

9,028

Work in progress

4,060

3,867

Raw materials

2,971

2,548

Packaging materials

2,607

823

Spare parts

526

428

Others

767

608

32,107

27,319

Less allowance for decline in value


Net

(461)

(173)

31,646

27,146

97,172

89,914

- Write-down to net realisable value

445

84

- Reversal of write-down

(275)

(173)

Inventories recognised as an expense in


cost of sales of goods:
- Cost

Net total

97,342

89,825

/ 171

/
Financial
Statements

12. Other current assets


Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

2,948

743

Refundable VAT

478

367

17

Refundable excise tax

522

231

Others

350

336

4,298

1,677

18

Prepaid excise tax

Total

Other current assets of the Group and the Company as at 31 December 2011 and 2010 were denominated entirely in Thai Baht and
other functional currencies of foreign subsidiaries.

13. Investments in subsidiaries


Separate
nancial statements

At 1 January
Increase in share capital in subsidiary
Acquisitions
Disposals
At 31 December

2011

2010
(in million Baht)

80,047

80,091

143

80,190

(46)
80,047

The Executive Board of Directors meeting held on 25 April 2011 unanimously approved in principle for International Beverage
Holdings Limited, the Companys subsidiary, to increase its authorised share capital amounting to HKD 36.5 million; InterBev
(Singapore) Limited, the Companys indirect subsidiary, to increase its authorised share capital amounting to SGD 6 million; and
Super Brands Company Pte. Ltd., the Companys subsidiary of indirect subsidiary, to increase its authorised share capital amounting
to SGD 8.2 million. The increase in share capital of International Beverage Holdings Limited, the Companys subsidiary, InterBev
(Singapore) Limited, the Companys indirect subsidiary, and Super Brands Company Pte. Ltd. ,the Companys subsidiary of indirect
subsidiary, was completed on 31 May 2011, 20 June 2011 and 27 June 2011, respectively.

/ 172

Annual Report
2011

Thai Beverage
Public
Company
Limited

Investments in subsidiaries as at 31 December 2011 and 2010, and dividend income from those investments for the years then
ended were as follows:
Separate nancial statements
Ownership interest

Paid-up capital

Cost method

Dividend income

2011

2010
(%)

2011

2010

2011

2010

2011
2010
(in million Baht)

Beer Thai (1991) PCL.

100.00

100.00

5,550

5,550

12,500

12,500

78

Beer Thip Brewery (1991) Co., Ltd.

100.00

100.00

6,600

6,600

12,500

12,500

462

541

Sangsom Co., Ltd.

100.00

100.00

7,500

7,500

7,500

7,500

90

135

Fuengfuanant Co., Ltd.

100.00

100.00

900

900

900

900

29

87

Subsidiaries

Mongkolsamai Co., Ltd.

100.00

100.00

700

700

691

691

10

Thanapakdi Co., Ltd.

100.00

100.00

700

700

697

697

11

Kanchanasingkorn Co., Ltd.

100.00

100.00

700

700

700

700

48

Sura Bangyikhan Co., Ltd.

100.00

100.00

4,000

4,000

4,000

4,000

1,092

968

Athimart Co., Ltd.

100.00

100.00

900

900

900

900

52

104

S.S. Karnsura Co., Ltd.

100.00

100.00

800

800

800

800

41

142

Kankwan Co., Ltd.

100.00

100.00

800

800

800

800

74

158

Theparunothai Co., Ltd.

100.00

100.00

700

700

700

700

52

121

Red Bull Distillery (1988) Co., Ltd.

100.00

100.00

5,000

5,000

5,000

5,000

305

395

United Winery and Distillery Co., Ltd.

100.00

100.00

1,800

1,800

1,800

1,800

76

95

Simathurakij Co., Ltd.

100.00

100.00

900

900

888

888

114

124

Nateechai Co., Ltd.

100.00

100.00

800

800

800

800

62

Luckchai Liquor Trading Co., Ltd.

100.00

100.00

800

800

766

766

27

26

Sura Piset Thipparat Co., Ltd.

100.00

100.00

1,000

1,000

1,010

1,010

Pomthip Co., Ltd.

100.00

100.00

10

10

10

10

11

Pomkit Co., Ltd.

100.00

100.00

10

10

10

10

74

34

Pomklung Co., Ltd.

100.00

100.00

10

10

10

10

Pomchok Co., Ltd.

100.00

100.00

10

10

10

10

25

91

Pomcharoen Co., Ltd.

100.00

100.00

10

10

10

10

39

19

Pomburapa Co., Ltd.

100.00

100.00

10

10

10

10

83

81

Pompalang Co., Ltd.

100.00

100.00

10

10

10

10

Pomnakorn Co., Ltd.

100.00

100.00

10

10

10

10

25

21

Num Yuk Co., Ltd.

100.00

100.00

10

10

10

10

454

364

Num Kijjakarn Co., Ltd.

100.00

100.00

10

10

10

10

586

681

Num Palang Co., Ltd.

100.00

100.00

10

10

10

10

102

129

Num Muang Co., Ltd.

100.00

100.00

10

10

10

10

339

354

Num Nakorn Co., Ltd.

100.00

100.00

10

10

10

10

215

212

Num Thurakij Co., Ltd.

100.00

100.00

10

10

10

10

319

291
/ 173

/
Financial
Statements

Separate nancial statements


Ownership interest

Paid-up capital

Cost method

Dividend income

2011

2010
(%)

2011

2010

2011

2010

2011
2010
(in million Baht)

Numrungrod Co., Ltd.

100.00

100.00

10

10

10

10

460

409

Numthip Co., Ltd.

100.00

100.00

10

10

10

10

214

171

Thipchalothorn Co., Ltd.

100.00

100.00

192

340

Subsidiaries (continued)

Krittayabun Co., Ltd.

100.00

100.00

27

27

382

375

Surathip Co., Ltd.

100.00

100.00

204

150

Sunthronpirom Co., Ltd.

100.00

100.00

25

25

295

209

Piromsurang Co., Ltd.

100.00

100.00

24

24

147

118

Thai Beverage Energy Co., Ltd.

100.00

100.00

860

860

864

864

Wrangyer Beverage (2008) Co., Ltd.

100.00

100.00

200

200

200

200

Thai Molasses Co., Ltd.

99.72

99.72

40

40

35

35

103

74

Feed Addition Co., Ltd.

100.00

100.00

32

32

37

28

Pan International (Thailand) Co., Ltd.

100.00

100.00

34

34

26

29

Charun Business 52 Co., Ltd.

100.00

100.00

122

122

84

84

Thai Cooperage Co., Ltd.

100.00

100.00

300

300

296

296

Thai Beverage Recycle Co., Ltd.

100.00

100.00

123

123

134

134

136

128

Thai Beverage Logistics Co., Ltd.

100.00

100.00

1,012

1,012

1,012

1,012

Thai Beverage Marketing Co., Ltd.

100.00

100.00

300

300

300

300

327

124

Dhanasindhi Co., Ltd.

100.00

100.00

20

20

24

24

31

29

Dhospaak Co., Ltd.

100.00

100.00

25

25

61

61

15

17

Thai Beverage Training Co., Ltd.

100.00

100.00

16

100.00

100.00

8,006

7,863

8,006

7,863

100.00

100.00

1,667

1,667

4,139

4,139

70

22

Thai Beverage Brands Co., Ltd.

100.00

100.00

39

39

Beer Chang Co., Ltd.

100.00

100.00

4,318

4,318

118

119

Archa beer Co., Ltd.

100.00

100.00

130

130

31

44

Sura Piset Phatra Lanna Co., Ltd.

100.00

100.00

1,000

1,000

1,015

1,015

89.26

89.26

375

375

6,206

6,206

536

600

100.00

100.00

60

60

60

60

54,449

54,306

80,190

80,047

8,118

8,290

International Beverage Holdings


Limited
Cosmos Brewery (Thailand)
Co., Ltd.

Oishi Group PCL.


Thai Drinks Co., Ltd.
Total

/ 174

Annual Report
2011

Thai Beverage
Public
Company
Limited

14. Investments in associates


Consolidated
nancial statements
2011

2010
(in million Baht)

At 1 January

123

128

Acquisitions through business combinations

252

Share of net prot (loss) of equity-accounted associates

(231)

Translation of nancial statement differences

11

At 31 December

(16)

149

123

Investments in associates as at 31 December 2011 and 2010, and dividend income from those investments for the years then
ended were as follows:

Ownership
interest

Consolidated nancial statements


At
Cost method Impairment
cost - net

Paid-up
capital

Equity
method

Dividend
income

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010
(in million Baht)
(%)
Associates
Held by
subsidiaries of
indirect
subsidiaries
Liquorland Limited 49.49 49.49

69

69

18

18

18

18

128

123

84.00 44.00

(7)

(4)

50.02 50.02

75

30

30

21

154

79

56

23

(7)

(4)

49

19

149

123

Inver House
Polska Limited
Inver House
Distribution SA
Petform (Thailand)
Co., Ltd.
Total

25.86

/ 175

/
Financial
Statements

15. Investment properties


Consolidated
nancial statements
Note

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

912

912

30

Disposals

(134)

At 31 December

808

912

126

126

130

126

786

At 31 December 2010 and 1 January 2011

786

786

At 31 December 2011

678

Cost
At 1 January
Acquired in business combinations

Depreciation and impairment losses


At 1 January
Depreciation charge for the year
At 31 December
Net book value
At 1 January 2010

The Groups investment properties were revalued by the Treasury Department, Ministry of Finance and Thai Property Appraisal Lynn
Phillips Co., Ltd. as at 31 December 2011 at Baht 906.83 million.
Investment properties comprise of a number of commercial properties that are leased to third parties and idle land.

/ 176

/ 177

Disposals

At 31 December 2011

exchange rates

15,200

Disposals

Effect of movements in

46

4,184

11

10,959

Transfers

Surplus on land revaluation

combinations

Acquisitions through business

Additions

1 January 2011

At 31 December 2010 and

exchange rates

(2)

Transfers

Effect of movements in

154

10,807

Additions

At 1 January 2010

Cost/ revaluation

Land

16. Property, plant and equipment

1,549

38

15

1,492

(1)

26

1,465

Land
improvement

21,052

87

(87)

836

818

164

19,234

(118)

(22)

1,135

209

18,030

Building,
buildings and
leasehold
improvements

48,948

85

(885)

2,231

2,841

399

44,277

(120)

(192)

486

354

43,749

2,722

12

(18)

19

2,709

(35)

(6)

10

2,740

1,214

(60)

18

46

149

1,059

(1)

(38)

(78)

141

1,035

Consolidated nancial statements


Furniture,
xtures
Machinery
and ofce
and
Oak
equipment
equipment
barrels

3,807

(41)

11

472

208

3,150

(1)

(93)

425

2,819

Vehicles

754

(1)

(3,134)

322

2,135

1,431

(6)

95,246

194

(1,092)

46

8,698

3,089

84,311

(284)

(351)

3,311

81,635

Total
(in million Baht)

(1,569)

2,016

990

Assets under
construction
and
installation

/ 178

Disposals

exchange rates

Disposals

Assets under nance leases

Owned assets

At 31 December 2011

Assets under nance leases

Owned assets

1 January 2011

At 31 December 2010 and

Assets under nance leases

Owned assets

At 1 January 2010

Net book value

At 31 December 2011

exchange rates

655

655

15,200

15,200

669

10,959

669

731

10,807

10,959

731

894

70

823

(1)

90

734

Land
improvement

10,807

Impairment losses

Effect of movements in

Depreciation charge for the year

1 January 2011

At 31 December 2010 and

Depreciation charge for the year

Effect of movements in

At 1 January 2010

losses

Depreciation and impairment

Land

11,319

15

11,304

10,436

10,436

10,069

10,069

9,733

56

(58)

64

873

8,798

(48)

(16)

901

7,961

Building,
buildings and
leasehold
improvements

12,399

12,399

9,760

9,760

12,103

10

12,093

36,549

64

(464)

524

1,908

34,517

(68)

(166)

3,105

31,646

760

760

874

874

1,009

1,009

1,962

(11)

131

1,835

(20)

(4)

128

1,731

395

395

323

323

383

383

819

(54)

135

736

(37)

121

652

Consolidated nancial statements


Furniture,
xtures
Machinery
and ofce
and
Oak
equipment
equipment
barrels

1,191

1,191

662

659

325

323

2,616

(38)

160

2,488

(85)

79

2,494

Vehicles

754

754

1,431

1,431

990

990

Assets under
construction
and
installation

42,673

15

42,658

35,114

35,111

36,417

12

36,405

52,573

136

(625)

588

3,277

49,197

(137)

(308)

4,424

45,218

Total
(in million Baht)

Annual Report
2011

Thai Beverage
Public
Company
Limited

Property, plant and equipment under construction


As at 31 December 2011, an indirect subsidiary had assets under construction and installation for PET bottling beverage production
by Cold Aseptic Filling project and UHT packing machine project totalling Baht 898.69 million (2010: Baht 1,244.13 million).
Capitalised borrowing costs relating to the acquisition of the aforementioned project amounted to Baht 15.37 million (2010: Baht
4.98 million), with a capitalization rate of 2.05%-3.70% per annum (2010: 1.30%-2.92% per annum) (see note 34).
On 27 January 2011, an indirect subsidiary revalued its land by professional appraisal by the market value basis. The said indirect
subsidiary has recognised the revaluation surplus on land by Baht 46.07 million and has recognised in other comprehensive income
and presented in the revaluation reserve in equity in the same amount, the related deferred tax liability of Baht 9.21 million.
The gross amount of the Groups fully depreciated plant and equipment that was still in use as at 31 December 2011 amounted to
Baht 30,916 million (2010: Baht 23,865 million).

Leasehold
improvements

Separate nancial statements


Assets under
Furniture,
construction
xtures and
and
ofce
installation
equipment
Vehicles

Total
(in million Baht)

Cost
At 1 January 2010

123

18

18

159

Additions

11

Transfers

(16)

Disposals

(1)

(1)

At 31 December 2010 and


10

138

18

169

Additions

1 January 2011

18

22

Transfers

(1)

Disposals
At 31 December 2011

(1)

(4)

(5)

13

155

15

186

At 1 January 2010

84

12

96

Depreciation charge for the year

22

27

Disposals

(1)

(1)

Depreciation and impairment losses

At 31 December 2010 and


1 January 2011
Depreciation charge for the year

105

15

122

13

16

(4)

Disposals

At 31 December 2011

117

(1)

12

133

(5)

39

18

63

33

47

38

53

Net book value


At 1 January 2010
At 31 December 2010 and
1 January 2011
At 31 December 2011

/ 179

/
Financial
Statements

The gross amount of the Companys fully depreciated leasehold improvements and equipment that was still in use as at 31 December
2011 amounted to Baht 102 million (2010: Baht 79 million).

17. Goodwill
Consolidated
nancial statements
Note

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

3,203

3,275

4,100

(32)

15

(41)

Cost
At 1 January
Acquired through business combinations
Disposals
Effect of movements in exchange rates
At 31 December

7,318

3,203

154

170

(16)

Amortisation and impairment losses


At 1 January
Effect of movements in exchange rates
At 31 December

5
159

154

At 1 January

3,049

3,105

At 31 December

7,159

3,049

Net book value

18. Other intangible assets


Consolidated nancial statements
Computer
software

Trademarks

Licences

Total
(in million Baht)

108

385

18

511

28

30

(7)

(7)

Cost
At 1 January 2010
Additions
Effect of movements in exchange rates
At 31 December 2010

136

380

18

534

Acquisitions through business combinations

15

21

36

Additions

29

102

131

Disposals

(7)

(8)

(15)

Effect of movements in exchange rates

174

485

31

690

At 31 December 2011
/ 180

Annual Report
2011

Thai Beverage
Public
Company
Limited

Consolidated nancial statements


Computer
software

Trademarks

Licences

Total
(in million Baht)

At 1 January 2010

42

285

329

Amortisation for the year

17

37

55

Amortisation and impairment losses

Effect of movements in exchange rates

(2)

(2)

At 31 December 2010

59

320

382

Amortisation for the year

20

13

38

Disposals

(2)

(2)

Effect of movements in exchange rates

79

334

419

66

100

16

182

At 31 December 2011
Net book value
At 1 January 2010
At 31 December 2010 and 1 January 2011

78

60

15

153

At 31 December 2011

95

151

25

271

The amortisation of patents and trademarks is allocated to the cost of inventory and is recognised as cost of sales as inventory is
sold; the amortisation of other intangible assets is included in cost of sales. The impairment loss is recognised in cost of sales in the
statement of comprehensive income.
Separate
nancial statements
Computer software
(in million Baht)
Cost
At 1 January 2010
Additions
At 31 December 2010 and 1 January 2011

55
2
57

Additions

Disposals

(4)

At 31 December 2011

55

Amortisation and impairment losses


At 1 January 2010
Amortisation for the year
At 31 December 2010 and 1 January 2011
Amortisation for the year
At 31 December 2011

24
9
33
8
41

Net book value


At 1 January 2010

31

At 31 December 2010 and 1 January 2011

24

At 31 December 2011

14
/ 181

/
Financial
Statements

19. Leasehold rights


Consolidated
nancial statements
(in million Baht)
Cost
At 1 January 2010
Effect of movements in exchange rates
At 31 December 2010 and 1 January 2011
Effect of movements in exchange rates
At 31 December 2011

269
(7)
262
14
276

Amortisation and impairment losses


At 1 January 2010

56

Amortisation for the year

12

At 31 December 2010 and 1 January 2011

68

Amortisation for the year

12

Effect of movements in exchange rates


At 31 December 2011

4
84

Net book value


At 1 January 2010

213

At 31 December 2010 and 1 January 2011

194

At 31 December 2011

192

/ 182

Annual Report
2011

Thai Beverage
Public
Company
Limited

20. Deferred tax


Deferred tax assets and liabilities determined after appropriate offsetting are included in the statement of nancial position as at 31
December 2011 and 2010 were as follows:
Consolidated
nancial statements

Separate
nancial statements

Note 31 December

31 December

31 December

31 December

2011

2010

2011

2010
(in million Baht)

341

387

31

Deferred tax assets


Deferred tax liabilities
Net

(1,299)

(1,081)

(958)

(694)

31

Impact of the adjustment to


retained earnings as at
1 January 2011:
TAS 19 Employee benets

4(h)

Deferred tax asset at 1 January 2011

313

50

(381)

54

Movements in total deferred tax assets and liabilities during the year were as follows:
Consolidated nancial statements
At 1
January
2011

(Charged) / credited to:


Other
Prot comprehensive
income
or loss

Acquisition of
subsidiary

At 31
December
2011
(in million Baht)

Deferred tax assets


Property, plant and equipment

64

30

100

Investment properties

22

22

Long-term investment

Inventories

299

(20)

45

324

Provisions

12

17

313

10

373

703

Others

11

17

29

Loss carry forward

89

(73)

13

29

(371)

(2)

811

(422)

Employee benet obligations

Income tax reduction


Total
Set off of tax

458

(373)
852
(511)
341

/ 183

/
Financial
Statements

Consolidated nancial statements


At 1
January
2011

(Charged) / credited to:


Other
Prot comprehensive
income
or loss

Acquisition of
subsidiary

At 31
December
2011
(in million Baht)

Deferred tax liabilities


Property, plant and equipment

(1,192)

(40)

(14)

(1,301)

(1)

(7)

Other

Income tax reduction

25

719

(14)

704

Total

(1,192)

(2,547)
(7)

744

(1,308)

(1,810)

Set off of tax

511
(1,299)

Net

(381)

(436)

709

(850)

(958)

Consolidated nancial statements


At 1
January
2010

(Charged) / credited to:

Prot or loss

At 31
December
2010
(in million Baht)

Deferred tax assets


Property, plant and equipment

63

64

Investment properties

22

22

Long-term investment

Inventories

297

299

Provisions

12

12

11

Others
Loss carry forward

157

(68)

89

Total

560

(62)

498

Set off of tax

(111)
387

Deferred tax liabilities


Property, plant and equipment

(1,192)

(1,192)

Total

(1,192)

(1,192)

Set off of tax

111
(1,081)

Net
/ 184

(632)

(62)

(694)

Annual Report
2011

Thai Beverage
Public
Company
Limited

Separate nancial statements


At 1
January
2011

(Charged) / credited to:


Other
Prot
comprehensive
or loss
income

At 31
December
2011
(in million Baht)

Deferred tax assets


Intangible asset
Employee benet obligations
Income tax reduction
Total

50

(11)

41

(19)

(15)

54

(16)

(7)

31

Separate nancial statements


At 1
January
2010

(Charged) / credited to:

At 31
December
2010
(in million Baht)

Prot or loss

Deferred tax assets


Intangible asset

Total

21. Other non-current assets


Consolidated
nancial statements

Advance payments to a specialist


Deposits
Others
Total

Separate
nancial statements

Note

2011

2010

2011

2010
(in million Baht)

40

1,629

1,679

305

315

218

187

118

119

1,965

1,985

306

315

/ 185

/
Financial
Statements

22. Interest-bearing liabilities


Consolidated
nancial statements
Note

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

336

566

39

268

94

4,581

5,600

3,500

5,000

5,227

6,262

3,500

5,000

1,800

2,500

1,200

2,500

8,636

5,938

7,027

8,762

13,336

13,438

11,200

600

11,200

10,528

10,403

11,200

600

21,728

10,403

18,227

9,362

35,064

23,841

Current
Bank overdrafts
Secured
Letter of comfort
Unsecured
Short-term loans from nancial institutions
Letter of comfort
Unsecured
Bank overdrafts and short-term
loans from nancial institutions
Current portion of long-term loans
from nancial institutions
Unsecured
Short-term loans from related parties
Unsecured

Non-current
Long-term loans from nancial
institutions
Unsecured
Long-term loans from related parties
Unsecured
Total

The periods to maturity of interest-bearing liabilities as at 31 December were as follows:


Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

7,027

8,762

13,336

13,438

After one year but within ve years

11,200

600

21,728

10,403

Total

18,227

9,362

35,064

23,841

Within one year

/ 186

Annual Report
2011

Thai Beverage
Public
Company
Limited

The principal features of the borrowings were as follows:


(a) Bank overdrafts are repayable on demand. As at 31 December 2011, the Group had total overdraft facilities amounting to
Baht 4,612 million (2010: Baht 4,411 million) which are partially supported by letters of comfort issued by the Company.
(b) Short-term loans from nancial institutions. As at 31 December 2011, the Group had short-term loan facilities from several
nancial institutions totalling Baht 41,335 million (2010: Baht 37,671 million) of money market rates quoted by banks.
The facilities are supported by unsecured promissory notes issued by the Group to several domestic nancial institution totalling
Baht 4,581 million (2010: Baht 5,600 million) and to an overseas nancial institution amounting to Baht 268 million (2010:
Baht 94 million) and by a letter of comfort issued by the Company, totalling Baht 4,849 million (2010: Baht 5,694 million).
On 27 February 2009, the Board of Directors approved the issuance and offering of short-term bill of exchange in the amount
not exceeding Baht 10,000 million.
(c) In November 2009, the Company entered into long term loans agreement with two nancial institutions amounting to Baht
3,000 million which is to be repaid monthly in 6 installments, Baht 500 million each, commencing from December 2010 to
May 2011, interest is payable monthly at 2.11% per annum. The last installment for long-term loan was paid in May 2011.
In November 2010, an indirect subsidiary entered into long term loans agreement with a nancial institution amounting to
Baht 600 million which is to be repaid monthly in 6 installments, Baht 100 million each, commencing from May 2012 to
October 2012, interest is payable monthly at 2.92% per annum.
In August 2011, the Company entered into long term loans agreement with a nancial institution amounting to Baht 2,400
million which is to be repaid monthly in 12 installments, Baht 200 million each, commencing from July 2012 to June 2013,
interest is payable monthly at 4.07% per annum.
In November 2011, the Company entered into long-term loan agreements with three nancial institutions in the amount of Baht
10,000 million which will be repaid commencing from November 2013 to November 2016 with xed interest payable monthly,
every six months and every three months for the nancial institution No. 1, 2 and 3, respectively. Details are as follows:
Financial
institution

No. 1

Amount
(in million Baht)

Fixed
interest rate
(% per annum)

Number of
installments

2,000

4.30

12

No. 2

Repayment Each installment


Each
Payment
installments
Due
(in million Baht)
166.60

30 Nov 13

(last installment

to 13 Nov 14

167.40)
Tranche A

1,500

3.00

1,500

14 Nov 14

Tranche B

1,500

3.04

1,500

14 May 15

Tranche C

1,000

3.08

1,000

16 Nov 15

Tranche A

1,000

3.37

1,000

4 Feb 16

Tranche B

1,000

3.43

1,000

4 May 16

Tranche C

1,000

3.35

1,000

4 Aug 16

Tranche D

1,000

3.35

1,000

4 Nov 16

No. 3

Total

10,000

The aforementioned long-term loans from nancial institutions are unsecured.


/ 187

/
Financial
Statements

Interest-bearing liabilities of the Group and the Company as at 31 December 2011 and 2010 were denominated entirely in Thai
Baht and other functional currencies of foreign subsidiaries.

23. Trade accounts payable


Consolidated
nancial statements

Separate
nancial statements

Note

2011

2010

2011

2010
(in million Baht)

1,438

990

Other parties

3,859

2,767

Total

5,297

3,757

Related parties

The currency denomination of trade accounts payable as at 31 December was as follows:


Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

4,971

3,465

Australia Dollars (AUD)

144

225

Euro (EUR)

159

56

23

11

5,297

3,757

Thai Baht (THB) and other functional currencies of


foreign subsidiaries

Others
Total

24. Other payables


Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

Accrued expenses

1,520

795

78

75

Accrued promotion expense

1,007

459

473

550

267

425

Assets payable
Advanced payments from
customers for purchase of goods
Others
Total

/ 188

489

126

70

3,756

2,355

154

82

Annual Report
2011

Thai Beverage
Public
Company
Limited

The currency denomination of other current liabilities as at 31 December was as follows:


Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

3,537

2,069

154

82

161

253

58

33

3,756

2,355

154

82

Thai Baht (THB) and other functional currencies of


foreign subsidiaries
Japanese (Yen)
Others
Total
25. Employee benet obligations
Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

- long service award

83

- provision for executive incentive plan

27

- compensation plan based on Thai Labour law

2,250

139

Total

2,368

139

27

Employee benet obligation

2,341

139

Total

2,368

139

Statement of nancial position obligation for:


Short-term employee benet
- accumulated annual leave
Long-term employee benet

Post-employment benet
- provident fund

Current
Short-term provisions
Non-current

/ 189

/
Financial
Statements

Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

161

25

161

25

Actuarial (gains) losses recognised in the year

22

(35)

Cumulative actuarial (gains) losses recognised

22

(35)

Year ended 31 December

Statement of comprehensive income:


Recognised in prot or loss:
Compensation plan based on Thai Labour law

Recognised in other comprehensive income:

The Group adopted TAS 19 - Employee Benets with effect from 1 January 2011; the effect on the nancial statements is
discussed in note 4(h). As stated in note 4(h), the Group and the Company have opted to record the transitional obligation as at
1 January 2011, totalling Baht 1,044 million for the Group and Baht 167 million for the Company, as an adjustment to retained
earnings as at 1 January 2011.
Compensation plan based on Thai Labour law
The Group and the Company operate a dened benet pension plan based on the requirement of Thai Labour Protection Act B.E. 2541
(1998) to provide retirement benets to employees based on pensionable remuneration and length of service.
The statement of nancial position obligation was determined as follows:
Consolidated
nancial statements

Present value of unfunded obligations


Unrecognised actuarial (gains) losses
Statement of nancial position obligation

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

2,319

174

22

(35)

2,341

139

Movement in the present value of the dened benet obligations:


Consolidated
nancial statements

Dened benet obligations at 1 January

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

1,044

167

(18)

Benets paid by the plan

(103)

Current service costs and interest

161

25

22

(35)

Acquisition of subsidiary

1,217

Dened benet obligations at 31 December

2,341

139

Actuarial (gains) losses in other comprehensive income

/ 190

Annual Report
2011

Thai Beverage
Public
Company
Limited

Expense recognised in prot or loss (note 33):


Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

Current service costs

118

17

Interest on obligation

43

161

25

Total

The expense is recognised in the following line items in the statement of comprehensive income:
Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

Cost of sales and cost of rendering of services

55

24

Selling expenses

33

Administrative expenses

73

161

25

Total
Actuarial (gains) and losses recognised in other comprehensive income

Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

Recognised during the year

22

(35)

At 31 December

22

(35)

Included in retained earnings:


At 1 January

Principal actuarial assumptions at the reporting date (expressed as weighted averages):


Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(% per annum)

Discount rate

3.5 - 3.6

4.1

3.6

4.1

Future salary increases

5.0 - 6.5

5.0

5.0

5.0

/ 191

/
Financial
Statements

26. Share capital


2011

2010

Par value
per share
(in Baht)

Number

Baht

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

Number
Baht
(million shares / million Baht)

Authorised
At 1 January
- ordinary shares
At 31 December
- ordinary shares
Issued and paid-up
At 1 January
- ordinary shares
At 31 December
- ordinary shares

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share
at meetings of the Company. In respect of the Companys shares that are held by the Group all rights are suspended until those
shares are reissued.
Share premium
Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in excess of
the par value of the shares issued to a reserve account (share premium). Share premium is not available for dividend distribution.

27. Reserves
Reserves comprise:
Appropriations of prot and/or retained earnings
Legal reserve
Section 116 of the Public Companies Act B.E. 2535 Section 116 requires that a public company shall allocate not less than 5% of its
annual net prot, less any accumulated losses brought forward, to a reserve account (legal reserve), until this account reaches an
amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.
Other components of equity
Currency translation differences
The currency translation differences account within equity comprises all foreign currency differences arising from the translation of
the nancial statements of foreign operations.
Fair value changes in available-for-sale investments
The fair value changes in available-for-sale investments account within equity comprises the cumulative net change in the fair value
of available-for-sale investments until the investments are derecognised or impaired.
/ 192

Annual Report
2011

Thai Beverage
Public
Company
Limited

Valuation surplus
The valuation surplus account within equity comprises the cumulative net change in the valuation of property, plant and equipment
included in the nancial statements at valuation until such property, plant and equipment is sold or otherwise disposed of.
Movements in reserves
Movements in reserves are shown in the statements of changes in equity.

28. Segment information


Segment information is presented in respect of the Groups business and geographical segments. The primary format, business
segments, is based on the Groups management and internal reporting structure.
Inter-segment pricing is determined on mutually agreed terms.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a
reasonable basis.
In preparing segmental information, those liabilities and related interest expense that are not specically attributable to a particular
segment are allocated on a percentage of net assets basis. Management believes this to be a fair indication of the actual use of the
liabilities.
Business segments
The Group comprises the following main business segments:
Spirits
Beer
Non-alcoholic beverages
Food

Production and sales of branded spirits products (mostly outside the group);
Production and sales of branded beer products (mostly outside the group);
Production and sales of branded water, soda, ready-to-drink coffee, energy drink, green tea
and fruit juice avour (mostly outside the group); and
Japanese restaurants, bakery shops and distribution of food and beverage (mostly outside
the group)

Geographical segments
Operating units of the Group are mainly located in Thailand. Portions of product produced from these units are exported directly or
indirectly through foreign subsidiaries to external customers. Certain operating units of subsidiaries are located in foreign countries.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of
customers. Segment assets are based on the geographical location of the assets.

/ 193

/ 194

5,736

13,355

Prot (loss) for the year

19,091

66,030

228

Income tax expense (income)

income tax expense

Prot (loss) before

Total expenses

Finance costs

5,225

57,488

Cost of sale of goods

Administrative expenses

85,121

Total income

3,089

334

Other income

Selling expenses

23

84,764

2011

Interest income

Revenue from sale of goods

Business segment results

2010

11,772

4,936

16,708

60,327

161

5,315

2,594

52,257

77,035

264

76,763

Spirits

(1,031)

(284)

(1,315)

34,378

115

1,921

2,870

29,472

33,063

200

32,855

2011

2010

(1,643)

(740)

(2,383)

36,143

73

2,223

3,146

30,701

33,760

86

33,671

Beer

(447)

(73)

(520)

11,406

105

1,088

1,932

8,281

10,886

18

10,862

2011

369

(108)

261

6,253

21

591

854

4,787

6,514

26

6,487

2010

Non-alcoholic
beverages

107

88

195

3,962

1,015

428

2,512

4,157

30

4,126

2011

17

3,639

2010

161

59

220

3,438

847

408

2,179

3,658

Food

(473)

(23)

(39)

(411)

(473)

(52)

(421)

2011

(99)

530

38

132,186

455

9,226

8,280

97,342

11,984

5,467

17,451

(130) 115,303

(2)

(29)

Total
2010

10,659

4,147

14,806

106,031

259

8,974

6,973

89,825

120,837

352

13

120,472

(in million Baht)

2011

(130) 132,754

(41)

(1)

(88)

2010

Elimination

/ 195

20
(1)

Amortisation

Impairment losses

equipment

property, plant and


20

1,427

Depreciation

Gain on disposal of

1,063

18,433

Total liabilities

Capital expenditure

9,080
9,353

Other liabilities

51,604

Total assets

Interest-bearing liabilities

9,950

17,226

24,428

2011

Other assets

and equipment

Property, plant

Inventories

Business segment nancial position

2010

75

45

2,257

1,032

13,555

7,747

5,808

48,216

8,869

17,635

21,712

Spirits

10

1,051

166

5,952

2,201

3,751

19,451

3,576

11,740

4,135

2011

4,331

2010

33

1,615

436

3,374

1,265

2,109

19,083

2,007

12,745

Beer

115

589

11

599

13,550

11,136

6,027

5,109

26,836

11,030

12,821

2,985

2011

11

378

1,561

2,400

1,112

1,288

7,691

2,722

3,969

1,000

2010

Non-alcoholic
beverages

13

204

352

854

567

287

2,001

1,018

885

98

2011

Food

13

175

313

823

666

157

2,043

1,175

765

103

2010

2010

145

588

51

3,281

15,131

36,375

18,148

18,227

99,892

25,574

42,672

31,646

119

67

4,425

3,342

20,152

10,790

9,362

77,033

14,773

35,114

27,146

(in million Baht)

2011

Total

/
Financial
Statements

Geographical segments
The segment nancial information of the Group based on geographical segments in the consolidated nancial statements for the
years ended 31 December was as follows:
Consolidated nancial statements
Property, plant
and equipment

Income
2011

2010

2011

2010
(in million Baht)

Thailand

127,875

116,946

41,214

33,759

Overseas

4,879

3,891

1,458

1,355

132,754

120,837

42,672

35,114

Total

29. Other income


Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

Gain on disposal of assets

292

119

Gain on sale of investment

53

49

Revenue from sales of scraps

45

28

Net gain on foreign exchange

84

Others

340

142

Total

761

342

58

30. Selling expenses


Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

Personnel

2,125

1,499

Marketing and advertising

3,022

3,164

Travelling

1,303

945

Transportation

753

559

Commission

206

223

Others

870

583

8,279

6,973

Total

/ 196

Annual Report
2011

Thai Beverage
Public
Company
Limited

31. Administrative expenses


Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

367

374

Personnel

3,301

3,100

Idle capacity

1,328

1,985

Travelling

212

208

Rental

445

262

Management personnel compensation

Depreciation and amortisation

575

475

Donation

604

596

Hire and services

695

488

Others

1,906

1,860

11

Total

9,066

8,974

391

394

32. Employee benet expenses


Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

Salaries and wages

219

234

219

234

Bonus

122

123

122

123

88

58

23

14

432

418

367

374

5,275

4,555

237

211

Bonus

767

758

52

56

Overtime and perdiem allowance

492

382

11

10

96

93

1,112

960

90

59

7,742

6,748

395

341

8,174

7,166

762

715

Management

Pension costs - dened contribution plans


Others

Other employees
Salaries and wages

Pension costs - dened contribution plans


Others

Total employee benet expenses

/ 197

/
Financial
Statements

Dened benet plans


Details of the dened benet plans are given in note 25.
Dened contribution plans
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.

33. Expenses by nature


The statements of income include an analysis of expenses by function. Expenses by nature disclosed in accordance with the
requirements of various TFRS were as follows:
Consolidated
nancial statements
2011

Separate nancial
statements

2010

2011

2010
(in million Baht)

124

90,074

82,330

Employee benet expenses

2,468

2,379

387

334

Depreciation and amortisation

2,154

3,975

24

34

839

2,619

2,183

545

3,301

3,100

375

381

Depreciation and amortisation

575

475

Rental

445

262

Included in cost of sales of goods


and cost of rendering of services:
Changes in inventories of nished
goods and work in progress
Raw materials, consumables and excise tax used

(971)

Included in selling expenses:


Marketing and sales promotion expenses
Advertising and public relations
Included in administrative expenses:
Employee benet expenses

/ 198

Annual Report
2011

Thai Beverage
Public
Company
Limited

34. Finance costs


Consolidated
nancial statements

Separate
nancial statements

Note

2011

2010

2011

2010
(in million Baht)

830

728

413

264

312

223

421

264

1,142

951

49

49

470

264

1,191

951

1,191

951

Interest expense:
Related parties
Financial institutions
Others
Total interest expense
Finance costs
Less property, plant and equipment under construction

(15)

Net

455

(5)
259

35. Income tax expense


Income tax recognised in prot or loss
Consolidated
nancial statements
Note

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

5,027

4,083

247

297

5,031

4,084

255

297

Current tax expense


Current year
Adjustment for prior years
Deferred tax expense
Movements in temporary differences
Income tax reduction deferred

20
17

(6)

(3)

(2)

346

19

73

68

436

62

16

5,467

4,146

271

Recognition of previously unrecognised


tax losses
Total income tax expense

(2)
295

/ 199

/
Financial
Statements

Income tax recognised in other comprehensive income


Consolidated nancial statements

Before
tax

2011
Tax
(expense)
benet

Net of
tax

292

292

46

340

386

(22)

(16)

Before
tax

2010
Tax
(expense)
Net of
benet
tax
(in million Baht)

Foreign currency translation differences for


foreign operations
Revaluation of property, plant and equipment
Available-for-sale nancial assets
Dened benet plan actuarial gains (losses)
Others
Total

363

363

318

709

1,027

(592)

(592)

(592)

(592)

Separate nancial statements

Before
tax

2011
Tax
(expense)
benet

Net of
tax

Before
tax

2010
Tax
(expense)
Net of
benet
tax
(in million Baht)

Dened benet plan actuarial gains (losses)

35

(7)

28

Total

35

(7)

28

Consolidated nancial statements

Reconciliation of effective tax rate


Rate
(%)

2011

(in million
Baht)

Rate
(%)

2010

(in million
Baht)

Prot (loss) for the year

11,984

10,659

Total income tax expense

5,467

4,146

17,451

14,805

Prot before total income tax expense


Income tax using the Thai corporation tax rate

30.00

Income tax reduction - deferred

5,235

30.00

346

Effect of different tax rates in foreign jurisdictions


Income not subject to tax

4,442
-

31

(66)

(189)

(231)

Expenses not deductible for tax purposes

70

Recognition of previously unrecognised tax losses

(5)

(12)

(25)

13

Current year losses for which no deferred tax


asset was recognised
Under (over) provided in prior years
Total
/ 200

4
31.33

5,467

28.00

4,146

Annual Report
2011

Thai Beverage
Public
Company
Limited

Separate nancial statements


Rate
(%)
Prot (loss) for the year
Total income tax expense
Prot before total income tax expense
Income tax using the Thai corporation tax rate

30.00

Income tax reduction - deferred

(in million
Baht)

Rate
(%)

Under (over) provided in prior years


3.07

(in million
Baht)
8,928

271

295

8,830

9,223

2,649

30.00

2,767
-

(2,435)

Expenses not deductible for tax purposes

2010

8,559

19

Income not subject to tax

Total

2011

(2,487)

30

15

271

3.20

295

Income tax reduction - current


Royal Decree No. 387 B.E. 2544 dated 5 September 2001 grants companies listed on the Stock Exchange of Thailand a reduction
in the corporate income tax rate from 30% to 25% for taxable prot not exceeding Baht 300 million for the ve consecutive
accounting periods beginning on or after enactment. Listed companies that received income tax reduction under this Royal Decree
are also eligible to continue the period of tax reduction under Royal Decree No. 475 but not beyond the 2010 accounting period
ending on or after 31 December 2010.
Income tax reduction - deferred
On 11 October 2011, the Cabinet passed a resolution regarding tax measures to increase Thailands competitiveness and approved
the reduction of the corporate income tax rate from 30% to 23% of net taxable prot for the accounting period 2012 which ends on
or after 31 December 2012 and to 20% of net taxable prot for the accounting period which begins on or after 1 January 2013 and
onwards.
In order to give effect to the above Cabinet resolution, the Government has issued a Royal Decree under the Revenue Code regarding
the Reduction and Exemption in Income Taxes (No. 530) B.E. 2554 to reduce the corporate income tax rate for the three accounting
periods 2012, 2013 and 2014; from 30% to 23% for the accounting period 2012 which begins on or after 1 January 2012 and to
20% for the following two accounting periods 2013 and 2014 which begin on or after 1 January 2013 and 2014, respectively. It is
understood that the Government will proceed to amend the law in order to maintain the corporate income tax rate at not higher than
20% for the accounting period 2015 which begins on or after 1 January 2015 and onwards in order to give full effect to the Cabinet
resolution.
Such announcement on the reduction of income tax rate has an impact on the measurement of deferred tax assets and deferred tax
liabilities since Thai Accounting Standard No. 12 Income Taxes paragraph 47 states that deferred tax assets and liabilities shall be
measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax
rates that have been enacted or substantively enacted by the end of the reporting period.
The Federation of Accounting Professions has considered this matter and has resolved that the substantively enacted tax rates
which should be applied in measuring deferred tax assets and liabilities shall be the reduced rates as approved by the Cabinet; i.e.
23% shall be applied for the accounting period 2012 and 20% shall be applied for accounting periods 2013 onwards.

/ 201

/
Financial
Statements

36. Promotional privileges


By virtue of the provisions of the Industrial Investment Promotion Act of B.E. 2520, two subsidiaries have been granted privileges by
the Board of Investment relating to the production of bio-gas and the production of beverage. The privileges granted include:
The production of bio-gas
(a) exemption from payment of import duty on machinery approved by the Board;
(b) exemption from payment of income tax for certain operations for a period of eight years from the date on which the income is
rst derived from such operations;
(c) a 50% reduction in the normal tax rate on the net prot derived from certain operations for a period of ve years, commencing
from the expiry date in (b) above; and
(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
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

4,796

4,057

Non-promoted businesses

127,390

116,414

Total income

132,186

120,471

Promoted businesses

Privileges granted to business operator in Free Zone


Also in 2004 another subsidiary was granted approval from the Customs Department to operate in a Free Zone, whereby the
subsidiary obtains privileges related to the payment of import and export taxes, valued added tax and excise tax. Various other
privileges are also granted.

/ 202

Annual Report
2011

Thai Beverage
Public
Company
Limited

37. Basic earnings per share


The calculations of basic earnings per share for the years ended 31 December 2011 and 2010 were based on the prot for the years
attributable to ordinary shareholders of the Company and the number of ordinary shares outstanding during the years as follows:
Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011
2010
(in million Baht / million shares)

12,042

10,550

8,559

8,928

25,110

25,110

25,110

25,110

0.48

0.42

0.34

0.36

Prot attributable to ordinary shareholders of


the Company (basic)
Number of ordinary shares outstanding
Basic earnings per share (in Baht)

38. Dividends
At the meeting of the Board of Directors held on 11 August 2011, the directors adopted a resolution to approve the interim dividend
payment for the year 2011 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 2011.
At the annual general meeting of the shareholders of the Company held on 29 April 2011, the shareholders approved the appropriation
of dividend of Baht 0.35 per share, amounting to Baht 8,788 million. On 8 September 2010, the interim dividend of Baht 0.15 per
share was paid, totalling Baht 3,766 million. The remaining dividend of Baht 0.20 per share, totalling Baht 5,022 million, was paid
on 26 May 2011.
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.

39. Financial instruments


Financial risk management policies
The Group is exposed to normal business risks from changes in market interest rates and currency exchange rates and from nonperformance of contractual obligations by counterparties. The Group does not hold or issue derivative nancial instruments for
speculative or trading purposes.
Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create and acceptable
balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Groups
risk management process to ensure that an appropriate balance between risk and control is achieved.

/ 203

/
Financial
Statements

Capital management
The Board of Directors 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 22). 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:

Effective
interest
rate
(% per annum)

Separate nancial statements


After 1 year
but within
Within
5 years
Total
1 year
(in million Baht)

2011
Current
Loans receivable - Related parties

5.00

14,753

14,753

5.00

635

635

14,753

635

15,388

5.00

1,977

1,977

5.00

2,499

2,499

1,977

2,499

4,476

Non-current
Loans receivable - Related parties
Total
2010
Current
Loans receivable - Related parties
Non-current
Loans receivable - Related parties
Total

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:

/ 204

Annual Report
2011

Thai Beverage
Public
Company
Limited

Effective
interest
rate
(% per annum)

Consolidated nancial statements


After 1 year
Within
but within
1 year
5 years
Total
(in million Baht)

2011
Current
Bank overdrafts

2.46

378

378

Loans payable - Financial institutions

3.41

4,849

4,849

Current portion of long-term loans

3.69

1,800

1,800

Non-current
Loans payable - Financial institutions

3.49

Total

11,200

11,200

7,027

11,200

18,227

568

568

2010
Current
Bank overdrafts

2.52

Loans payable - Financial institutions

1.93

5,694

5,694

Current portion of long-term loans

2.11

2,500

2,500

Non-current
Loans payable - Financial institutions

2.92

Total

600

600

8,762

600

9,362

Effective
interest
rate

Separate nancial statements


After 1 year
Within
but within
1 year
5 years
Total

(% per annum)

(in million Baht)

2011
Current
Loans payable - Financial institutions

3.45

3,500

3,500

Current portion of long-term loans

4.07

1,200

1,200

Loans payable - Related parties

5.00

8,636

8,636

Loans payable - Financial institutions

3.49

11,200

11,200

Loans payable - Related parties

5.00

Non-current

Total

10,528

10,528

13,336

21,728

35,064

5,000

5,000

2010
Current
Loans payable - Financial institutions

1.91

Current portion of long-term loans

2.11

2,500

2,500

Loans payable - Related parties

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

/ 205

/
Financial
Statements

Foreign currency risk


The Group is exposed to foreign currency risk relating to purchases and sales of goods which are denominated in foreign currencies.
The Group primarily utilises forward exchange contracts to hedge such nancial assets and liabilities denominated in foreign
currencies. The forward exchange contracts entered into at the reporting date also relate to anticipated purchases and sales,
denominated in foreign currencies, for the subsequent period.
At 31 December, the Group and the Company were exposed to foreign currency risk in respect of nancial assets and liabilities
denominated in the following currencies:
Consolidated
nancial statements

Separate
nancial statements

Note

2011

2010

2011

2010
(in million Baht)

Cash and cash equivalents

28

Trade accounts receivable

10

12

United States Dollars

Other receivables

Trade accounts payable

(12)

(7)

Other payables

(27)

(9)

(1)

Gross balance sheet exposure

(18)

16

(1)

Estimated forecast purchase of assets

(95)

Estimated forecast purchase of goods

(707)

(749)

(2)

(4)

(822)

(737)

(1)

499

652

(323)

(85)

(1)

Estimated forecast other liabilities


Gross exposure
Forwards to buy foreign currency
Net exposure
Euro
Trade accounts receivable

10

Trade accounts payable

23

(159)

(56)

(30)

(21)

Gross balance sheet exposure

(186)

(77)

Estimated forecast purchase of goods

(691)

(813)

Estimated forecast purchase of assets

(645)

(718)

(1,522)

(1,608)

1,352

Other payables

Gross exposure
Forwards to buy foreign currency
Net exposure

/ 206

633
(889)

(256)

Annual Report
2011

Thai Beverage
Public
Company
Limited

Consolidated
nancial statements
Note

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

Great Britain Pound


Cash and cash equivalents
Short-term loans from
nancial institutions

(221)

Trade accounts payable

(10)

(4)

(1)

(1)

(229)

(4)

(119)

(52)

Other payables
Gross balance sheet exposure
Estimated forecast purchase of goods

Estimated forecast purchase of advertising

(59)

Estimated forecast purchase of assets

Gross exposure

(288)

Forwards to buy foreign currency

59

Net exposure

(3)

(178)

177

(229)

(1)

(144)

(225)

(144)

(225)

Australia Dollars
Trade accounts payable

23

Gross balance sheet exposure


Estimated forecast purchase of goods
Gross exposure
Forwards to buy foreign currency
Net exposure

(868)

(1,094)

(1,012)

(1,319)

782

773

(230)

(546)

215

273

215

273

(161)

(253)

(161)

(253)

(8)

(79)

(169)

(332)

160

203

(129)

Hong Kong Dollars


Cash and cash equivalents

Gross exposure
Japanese Yen
Other payables
Gross balance sheet exposure

24

Estimated forecast purchase of


machinery
Gross exposure
Forwards to buy foreign currency
Net exposure

(9)

Other foreign currencies


Other payables

(2)

(1)

Gross balance sheet exposure

(2)

(1)

Net exposure

(2)

(1)

/ 207

/
Financial
Statements

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 nonnancial assets and liabilities. The fair value is the amount for which an asset could be exchanged, or a liability 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).

/ 208

Annual Report
2011

Thai Beverage
Public
Company
Limited

Fair value of forward exchange contracts at 31 December was as follows:


Currency
denomination

Consolidated
nancial statements

2011

2010
(in million)

2011

2010
(in million Baht)

Singapore Dollars

0.70

17

Great Britain Pound

0.04

19

Currency forwards
Assets

Total
Liabilities
Euro

15

34

636

1,348

17

183

788

Australia Dollars

24

25

769

753

United States Dollars

16

22

504

658

387

542

159

201

2,251

3,748

Great Britain Pound

Japanese Yen
Total

40. Commitments with non-related parties


Consolidated
nancial statements

Separate
nancial statements

2011

2010

2011

2010
(in million Baht)

86

Buildings and other constructions

131

319

Machinery and equipment

251

907

14

482

1,226

Within one year

365

348

After one year but within ve years

342

300

10

11

After ve years

113

19

Total

820

667

16

17

Capital commitments
Contracted but not provided for:
Land

Computer software
Total
Non-cancellable operating lease commitments

/ 209

/
Financial
Statements

Consolidated
nancial statements
2011

2010

Separate
nancial statements
2011

2010
(in million Baht)

3,831

Other commitments
Forward contracts to buy foreign currencies
Forward contracts to sell foreign currencies

2,226
(19)

Goods and raw materials purchase agreements

2,365

2,777

Specialist agreements

1,316

1,386

222

234

Unused letters of credit for goods and supplies

219

801

Service agreements

525

560

Advertising services and sponsorship agreements

270

327

Molasses purchase agreements

195

191

Bank guarantees

296

191

34

37

7,397

10,067

264

277

Other agreements
Total

Signicant capital commitments


An indirect subsidiary has entered into factory building construction and machinery installation agreements with several companies
due to in 2009, the said indirect subsidiary has invested in Cold-Aseptic-Filling beverage and PET bottle production project in the
amount not exceeding Baht 1,430 million. Subsequently in 2010, the said indirect subsidiary has also invested in UHT packaging
machine project in the amount not exceeding Baht 980 million. The aforementioned project have already operated in 2011.
Signicant other commitments
Specialist agreements
In 2004, the Company and four subsidiaries entered into production and blending control agreements with a specialist for a period of
40 years from 1 August 2004 to 1 August 2044. Under the agreements, the Company and its subsidiaries are obliged to pay monthly
service fees of Baht 4.3 million which are to be annually increased by 5% for the rst 20 years from 1 August 2004 to 1 August
2024. Afterwards, the Company and its subsidiaries have to pay monthly service fees of Baht 0.25 million until the expiration of
the agreements. Service fee under the agreements totalled Baht 1,766.2 million. Subsequently, the addendums were made on
5 January 2006, under which the Company and its subsidiaries have to pay additional amount to this specialist amounting to Baht
2,000 million. Therefore, the total service fees under the agreements both outstanding and already paid by the Company and its
subsidiaries amounted to Baht 3,766.2 million.
As at 31 December 2011 the remaining commitments to be paid, relating to these agreements, amounted to Baht 1,315.8 million.
Sponsorship agreement
In 2010, a subsidiary renewed a sponsorship agreement with Everton Football Club, in the United Kingdom, for a period of three
years from 1 June 2011 to 31 May 2014 in order to promote the Groups businesses globally. Under the agreement, the subsidiary
is obliged to pay a minimum amount of GBP 0.6 million and a maximum amount of GBP 2.6 million per year, dependent on the
performance of Everton football team in each year.
Distributor agreement
In 2008, an indirect subsidiary renewed a distributor agreement with a local company to act as a distributor for green tea products
for a period of three years from 4 November 2008 to 3 November 2011.
/ 210

Annual Report
2011

Thai Beverage
Public
Company
Limited

Hot-ll PET bottle trading agreement


In 2005, an indirect subsidiary entered into a hot-ll PET bottle trading agreement with a local bottle manufacturing company
according to the quantity required from the indirect subsidiary on a monthly basis at the price specied in the agreement.
The agreement is for a 15-year period, commencing 150 days after the agreement date.
Material and package trading agreement
In 2007, a subsidiary and an indirect subsidiary entered into a material and package trading agreement with a local company for
distribution of products to the Groups shops and for materials and packaging management. The two subsidiaries committed to pay
the service charge at the rate specied in the agreement for a period of three years from 1 April 2007 to 31 March 2010 with the
renewal option for another three years. Subsequently in April 2010, the said subsidiaries entered into new agreements for a period
of two years and eight months from 1 May 2010 to 31 December 2012.
Transportation agreement
In 2007, a subsidiary and an indirect subsidiary entered into a transportation agreement with a local company to transport products
from factory to the destination. Transportation cost is calculated for each trip at the rate stated in the agreement. The term of the
agreement is three years from 1 November 2007 to 31 October 2010. Subsequently, on 1 February 2010, the said subsidiaries
entered into a new agreement due to the transportation fee rate adjustment. The term of the agreement is three years from 1 January
2010 to 31 December 2012 and may be extended for successive terms of one year each or terminated if any party does not comply
with the terms and conditions stated in the agreement or if not less than 30 days prior written notice is given by any one party to
the other.
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. Subsequently at the Executive Board
of Directors meeting held on 10 August 2011, the directors agreed to terminate the aforementioned agreement. The subsidiary
was not subject to pay for any compensation for termination before the expiration.
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.

/ 211

/
Financial
Statements

41. Events after the reporting period


(a) At the Board of Directors of direct subsidiary meeting held on 22 February 2012, the directors agreed to propose issuance of
the debentures totalling principal amount up to Baht 3,000 million with a maturity of up to ten years. The proceed will be used
for continuing and enhancing business purposes. In addition, the debentures will be issued as a revolving terms and conditions.
The direct subsidiary could possibly issue addition debentures after the redemption aforementioned amount.
(b) At the Board of Directors meeting held on 28 February 2012, the directors agreed to propose a dividend payment for the year
of Baht 0.37 per share, totalling Baht 9,291 million. The interim dividend paid was Baht 0.15 per share, totalling Baht 3,767
million. The remaining dividend payment is Baht 0.22 per share, totalling Baht 5,524 million.
(c) On 10 February 2012, a subsidiary has entered into a sponsorship agreement with two football clubs in Spain, for a period of
three years from 27 February 2012 to 30 June 2015 and from 1 January 2012 to 31 December 2014 respectively in order to
promote trade name and logo Chang and goods in the territory specied in the agreements. The subsidiary is obliged to pay
total amounts of Euro 6.55 million during three years at the condition specied in the agreements.

42. Thai Financial Reporting Standards (TFRS) not yet adopted


The Group has not adopted TAS 21 (revised 2009) The Effects of Changes in Foreign Exchange Rates, which is expected to become
effective for annual nancial periods beginning on or after 1 January 2013.
Management expects to adopt and apply the 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 the new standard assessed to
have the greatest potential impact on the nancial statements in the period of initial application. The standard is as follows:
TAS 21 (revised 2009) The effects of changes in foreign exchange rates
The principal change introduced by TAS 21 is the introduction of the concept of functional currency, which is dened as the currency
of the primary economic environment in which the entity operates. TAS 21 requires the entity to determine its functional currency
and translate foreign currency items into its functional currency, reporting the effects of such translation in accordance with the
provisions of TAS 21. Foreign currencies are dened by TAS 21 as all currencies other than the entitys functional currency.
Management has determined that the functional currency of the Company is Thai Baht. Accordingly, the adoption of TAS 21 from
1 January 2013 is not expected to have a signicant impact on the Companys reported assets, liabilities or retained earnings.

/ 212

Annual Report
2011

Thai Beverage
Public
Company
Limited

43. Reclassication of accounts


Certain accounts in the 2010 nancial statements have been reclassied to conform to the presentation in the 2011 nancial
statements. These reclassications have principally been made following changes in accounting policies consequent to the adoption
of new or revised TFRS as disclosed in note 4. Other signicant reclassications were as follows:

Before
reclass.

2010

Consolidated
nancial statements
Reclass.

After
reclass.

Before
reclass.

294

294

1,677

19

2,355

2,355

(2,355)

1,104

144

Separate
nancial statements
Reclass.

After
reclass.
(in million Baht)

12

12

(12)

82

82

(82)

62

Statement of nancial position


Other receivables
Other current assets
Other payables
Other current liabilities

1,971
3,459

(294)

Statement of income
Revenue from sale of goods
Other Income
Cost of sales of goods
Cost of rendering of services
Selling expenses
Administrative expenses

121,361

(889)

120,472

351

(9)

342

88,097

1,728

89,825

1,014

(78)

936

7,287

(314)

6,973

10,949

(1,974)

8,975

316

78

394

338

(338)

Management benet
expenses

The reclassications have been made because, in the opinion of management, the new classication is more appropriate to the
Groups business.

/ 213

/
Interested Persons
Transactions Report

Interested Persons Transactions


For the years ended 31 December 2011
Aggregate value of all interested persons transactions
during the year ended 31 December 2011
under review (excluding transactions
less than S$100,000* and transactions
conducted under Shareholders Mandate)

Aggregate value of all


interested persons transactions
conducted under the mandate
(excluding transactions
less than S$100,000*)

Baht 000

Baht 000

Revenue from sales and service income

Terragro Fertilizer Co., Ltd.

2,545.51

Pisetkij Co., Ltd.

34,422.37

PS Recycle Co., Ltd.

101,337.44

Thai Glass Industries PCL

4,072.43

Berli Jucker PCL

7,858.04

Thip Sugar Sukhothai Co., Ltd.**

92,243.17

TCC Hotel Collection Co., Ltd.

4,887.56

Cristalla Co., Ltd.

3,447.89

Thai Alcohol PCL

1,031,809.03

10

Riverside Masterplan Co., Ltd.

5,907.97

Other income

Pisetkij Co., Ltd.

10,724.69

The Southeast Insurance Co., Ltd.

130,772.37

Thai Alcohol PCL

3,881.71

TCCCL Four Co., Ltd.

133,699.50

Menghuas United Commercial Co., Ltd.

4,850.65

Cost of sales

PS Recycle Co., Ltd.

327,134.84

The Maewang Sugar Industry Co., Ltd.

22,162.90

The Suphanburi Sugar Industry Co., Ltd.

13,068.56

Southeast Capital Co., Ltd.

9,040.88

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

7,021.60

Thai Beverage Can Co., Ltd.

1,097,960.97

Berli Jucker PCL

2,855,142.46

The Southeast Insurance Co., Ltd.

107,497.60

The Southeast Life Insurance Co., Ltd.

5,392.96

10

Thip Sugar Sukhothai Co., Ltd.**

23,922.05

11

New Noble Property and Loan Fund

15,816.00

12

TCC Hotel Collection Co., Ltd.

2,789.57

13

Siam Food Products PCL

3,596.40

14

Plantheon Trading Co., Ltd.

4,565,906.65

15

Thai Malaya Glass Co., Ltd.

1,449,438.30

16

Other

6,520.18

/ 214

Annual Report
2011

Thai Beverage
Public
Company
Limited

Selling expenses

Southeast Capital Co., Ltd.

The Southeast Insurance Co., Ltd.

Thippatana Arcade Co., Ltd.

TCC PD 11 Co., Ltd.

5
6

Aggregate value of all interested persons transactions


during the year ended 31 December 2011
under review (excluding transactions
less than S$100,000* and transactions
conducted under Shareholders Mandate)

Aggregate value of all


interested persons transactions
conducted under the mandate
(excluding transactions
less than S$100,000*)

Baht 000

Baht 000

10,530.94

11,216.64

5,334.02

10,080.00

AT Mediafront Co., Ltd.

2,973.95

Sea Food Beer Garden Co., Ltd.

3,146.40

Administrative expenses

Bang-Na Glass Co., Ltd.

4,789.50

PS Recycle Co., Ltd.

(5,820.88)

Southeast Capital Co., Ltd.

141,702.25

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

64,185.46

Berli Jucker PCL

10,808.37

The Southeast Insurance Co., Ltd.

21,893.08

The Southeast Life Insurance Co., Ltd.

8,636.10

N.C.C. Management and Development Co., Ltd.

3,605.05

Plaza Athenee Hotel (Thailand) Co., Ltd.

45,253.87

10

Suriwong Complex Co., Ltd.

2,988.66

11

Surasate Co., Ltd.

4,284.75

12

North Park Golf and Sports Club Co., Ltd.

13

TCC Hotel Collection Co., Ltd.

14

11,215.69

18,675.12

Dynamic Assets Property and Loan Fund

5,161.00

15

Best Wishes Co., Ltd

5,473.69

16

Best Fortune Property and Loan Fund

34,070.19

17

Thippatana Arcade Co., Ltd.

7,031.57

18

Samui Hotel And Resort Co., Ltd.

3,464.35

19

Eastern Chemical Co., Ltd.

24,007.50

20

Thai Malaya Glass Co., Ltd.

6,114.66

Purchase of assets

Southeast Capital Co., Ltd.

13,500.00

Berli Jucker PCL

10,282.88

Excellent Energy International Co., Ltd.

3,710.00

* Exchange rate Baht 24.61 per 1 SGD.


** Formerly : The Uttaradit Sugar Industry Co., Ltd.
/ 215

/
Interested Persons
Transactions Report

ThisAppendix ofthe Proposed Amendment to and Renewal of the Shareholders Mandate


for Interested Person Transactions (the Shareholders Mandate) will be proposed to
the 2012 Annual General Meeting of Shareholders for consideration and approval.

Appendix
Proposed Amendment to and 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 10, 2012 (the Notice), accompanying the 2011 Annual Report, convening the Annual General Meeting
(AGM) of the Company to be held on April 27, 2012, and (b) Resolution No. 9 set out in the Notice.

2. Denitions

The following denitions, or such other denition as the SGX-ST may from time to time determine, shall apply throughout this
Appendix (including the Schedules attached hereto), unless the context otherwise requires:
approved exchange

A stock exchange that has rules which safeguard the interests of shareholders against interested person
transactions according to similar principles to Chapter 9 of the Listing Manual

associate

(a) In relation to any director, chief executive ofcer, substantial shareholder or controlling shareholder
(being an individual):
(i)

his immediate family member (that is, the persons spouse, child, adopted child, step-child,
sibling and parent);

(ii) the trustees of any trust of which he or his immediate family is a beneciary or, in the case of a
discretionary trust, is a discretionary object; and
(iii) any company in which he and his immediate family together (directly or indirectly) have an
interest of 30% or more; and
(b) in relation to a substantial shareholder or controlling shareholder (being a company), any other
company which is its subsidiary or holding company or is a subsidiary of such holding company or
one in the equity of which it and/or such other company or companies taken together (directly or
indirectly) have an interest of 30% or more
control

The capacity to dominate decision-making, directly or indirectly, in relation to the nancial and
operating policies of a company

controlling shareholder

A person who:
(a) holds directly or indirectly 15% or more of the total number of issued shares (excluding treasury
shares) in the company. The SGX-ST may determine that a person who satises this paragraph is
not a controlling shareholder; or
(b) in fact exercises Control over the company

Director

A director of the Company

Interested Person
Transactions

A transaction between an entity at risk and an interested person.

interested persons

A director, chief executive ofcer or controlling shareholder of the Company or an associate of any such
director, chief executive ofcer or controlling shareholder.

Listing Manual

The listing manual of the SGX-ST

/ 216

Annual Report
2011

Thai Beverage
Public
Company
Limited

Shareholders Mandate

The general mandate previously approved by Shareholders and for which renewal is now being sought
to permit the Company and its subsidiaries, to enter into certain types of recurrent transactions of a
revenue or trading nature or those necessary for day-to-day operations with specied classes of the
Companys interested persons

SGX-ST

Singapore Exchange Securities Trading Limited

subsidiary

A company in which shares of an amount exceeding 50% of its paid up capital are held directly or
indirectly by a company

3. 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, in their ordinary course of businesses, to enter into categories of Interested Person Transactions
with specied classes of the Companys interested persons, 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, April 29, 2010, and April 29, 2011 in the manner set out on pages 180 to 188, pages 201 to 212, pages 209 to
220, pages 199 to 213 and pages 203 to 213 of the Companys annual reports for the nancial year ended December 31, 2006,
2007, 2008, 2009 and 2010, respectively (the Shareholders Mandate).

4. Proposed Amendment to and Renewal of the Shareholders Mandate

4.1 The Company is proposing certain amendments to the classes of Mandated Interested Persons (as dened in the Shareholders
Mandate):
(a) The classes of Mandated Interested Persons will be expanded to include (i) direct and indirect subsidiaries of, and (ii)
companies and/or juristic persons under the control of, interested persons set out in Schedule 2 to the Appendix.
Transactions with Mandated Interested Persons are entered into by the Group in its ordinary course of business and are
recurring transactions which occur with some degree of frequency and arise at any time or from time to time. In view of the
time-sensitive and frequent nature of such Interested Person Transactions, the Company proposes to expand the classes of
Mandated Interested Persons to include (i) direct and indirect subsidiaries of, and (ii) companies and/or juristic persons under
the control of, interested persons set out in Schedule 2 to the Appendix, as Mandated Interested Persons. This would thus
eliminate the need to convene separate general meetings to seek Shareholders approval when there is a potential Interested
Person Transaction that is a Mandated Transaction (as dened below) with an interested person that is a subsidiary or company
under the control of an existing Mandated Interested Person, provided that all such transactions are carried out on normal
commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders.
(b) The list of interested persons in Schedule 2 to the Appendix will be expanded to include Thai Malaya Glass Co., Ltd.
(Thai Malaya Glass).
The Companys wholly-owned subsidiary, Thai Beverage Recycle Co., Ltd. (Thai Beverage Recycle), Berli Jucker Public
Company Limited (Berli Jucker PCL), one of the Mandated Interested Persons and Thai Malaya Glass (a wholly-owned
subsidiary of Berli Jucker PCL) had entered into a memorandum on September 26, 2011, which was approved by the Board of
Directors and the Audit Committee (the Memorandum) to the Glass Bottle Purchase Agreement dated December 23, 2009
entered into between Thai Beverage Recycle and Berli Jucker PCL (the Glass Bottle Purchase Agreement).
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The description of the Glass Bottle Purchase Agreement in paragraph (1)(c) of the section entitled Review Procedures and
Threshold Limits of the Shareholders Mandate will also be amended accordingly to include reference to the Memorandum.
Under the Memorandum, Thai Malaya Glass which engages in the production of glass bottles and containers, was included as
one of the sellers of new glass bottles to Thai Beverage Recycle. Thai Malaya Glass is a wholly-owned subsidiary of Berli
Jucker PCL and Mr. Charoen Sirivadhanabhakdi, our Chairman and controlling shareholder, and his spouse, Khunying Wanna
Sirivadhanabhakdi, our Vice Chairman and controlling shareholder, are the ultimate shareholders of Thai Malaya Glass. Thai
Malaya Glass is accordingly considered to be an interested person pursuant to the Listing Manual as it is an associate of a
director and controlling shareholder of the Company. As Thai Malaya Glass is not currently included in the list of interested
persons in Schedule 2 to the Appendix, the Company proposes that Thai Malaya Glass be included in the list of interested
persons in Schedule 2 to the Appendix, as going forward, the Company expects to increase the purchase of glass bottles from
Thai Malaya Glass for the following reasons:
(i)

Thai Malaya Glass is able to supply a variety of glass bottles for the Groups spirits, beer and non-alcoholic beverage
businesses;

(ii) this enables the Group to diversify its procurement sources and thus ensures a continuity of glass bottle supply for
the Groups spirits, beer and non-alcoholic beverage businesses; and
(iii) in relation to purchases of glass bottles for the Groups breweries, the cost of transportation of the glass bottles is
reduced as Thai Malaya Glass factory is located relatively near to the Groups breweries.
4.2 The Company is also proposing to include a denition of Group to be used in and for the purposes of the Shareholders
Mandate. This is to clarify that the Shareholders Mandate will apply to transactions between entities at risk as dened in
Rule 904(2) of the Listing Manual and Mandated Interested Persons as the proposed denition of Group in the Shareholders
Mandate will be consistent with the denition of entities at risk as dened in Rule 904(2) of the Listing Manual. The
denition of entities at risk in the Shareholders Mandate will be deleted and a denition of THBEV Group will be included
as consequential editorial amendments.
The proposed amendments to the Shareholders Mandate are set out in Schedule 1 to the Appendix and are underlined or
struck out (as applicable) for Shareholders ease of reference.

5. Details of the Shareholders Mandate

5.1 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.
5.2 Other than the abovementioned amendments to the classes of Mandated Interested Persons as set out in paragraph 4 above,
the other sections of the Shareholders Mandate, including the Mandated Transactions and the review procedures for Interested
Person Transactions in respect of which the Shareholders Mandate is sought to be renewed remain unchanged and are set out
in Schedule 1 to the Appendix. Hence the scope of the Shareholders Mandate should be read subject to the proposed
amendments.

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5.3 The Shareholders Mandate was expressed to take effect until the conclusion of the subsequent AGM. Accordingly, the Directors
propose that the Shareholders Mandate as amended be renewed at the forthcoming AGM on April 27, 2012, to take effect until
the next AGM of the Company. Approval from Shareholders will be sought for the renewal of the Shareholders Mandate at the
next AGM and at each subsequent annual general meeting of the Company, subject to satisfactory review by the Audit Committee
of its continued application to transactions with interested persons.

6. Independent Financial Advisers Opinion

6.1 SAC Capital Private Limited (SAC Capital) has been appointed the independent nancial adviser in relation to the Shareholders
Mandate.
6.2 Having considered, inter alia, the rationale for the Shareholders Mandate, the review procedures of the Company in relation to
the Shareholders Mandate and the role of the Audit Committee in enforcing the Shareholders Mandate, SAC Capital is of the
opinion that the review procedures established by the Company for determining the transaction prices of the Interested Person
Transactions as set out under the Shareholders Mandate in Schedule 1 to the Appendix, if adhered to, are sufcient to ensure
that the Interested Person Transactions will be carried out on normal commercial terms and will not be prejudicial to the
interests of the Company and its minority Shareholders.
6.3 The letter from SAC Capital to the Independent Directors dated April 10, 2012 is reproduced and attached in Schedule 3 to the
Appendix.

7. Audit Committee Statement

The Audit Committee has reviewed the terms of the Shareholders Mandate as proposed to be amended and conrms that the review
procedures established by the Company for determining the transaction prices of the Interested Person Transactions as set out under
the Shareholders Mandate in Schedule 1 to the Appendix, if adhered to, 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.

8. 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, 2012 and March 12, 2012 respectively can be found in the Annual Report in respect of the nancial year ended
December 31, 2011 to be, or which has been, distributed to Shareholders.

9. Abstention from Voting

Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi who are Directors and controlling shareholders of the Company
and, Mr. Thapana Sirivadhanabhakdi and Mr. Panote Sirivadhanabhakdi, who are Directors of the Company and their respective
associates will abstain from voting on Resolution No. 9 being the Ordinary Resolution relating to the proposed amendment to and renewal
of the Shareholders Mandate in respect of their shareholdings in the Company, if any, at the 2012 AGM. Such interested persons
will also not accept appointment as proxies for any Shareholder to vote on the said resolution unless specic voting instructions
have been given by the Shareholder as to how he wants his votes to be cast in respect of the said resolution.

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10. Independent Directors Recommendation

The Directors who are considered independent for the purposes of the proposed amendment to and renewal of the Shareholders
Mandate are Mr. Komen Tantiwiwatthanaphan, Mr. Narong Srisa-an, Ms. Kanoknart Rangsithienchai, Mr. Sawat Sopa,
Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth, Mr. Vivat Tejapaibul, Mr. Puchchong Chandhanakij,
Gen. Dr. Choo-Chat Kambhu Na Ayudhya, Prof. Pornchai Matangkasombut, Mr. Michael Lau Hwai Keong, Mr. Sakthip Krairiksh,
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 Mandated
Interested Persons 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 amendment to and renewal of the Shareholders Mandate at
the 2012 AGM.

11. Directors Responsibility Statement

The Directors collectively and individually accept responsibility for the accuracy of the information given in the Appendix and conrm
after making all reasonable enquiries that, to the best of their knowledge and belief, the Appendix constitutes full and true disclosure
of all material facts about the proposed amendment to and renewal of the Shareholders Mandate, the Company and its subsidiaries
and the Directors are not aware of any facts the omission of which would make any statement in the Appendix misleading. Where
information in the Appendix has been extracted from published or otherwise publicly available sources or obtained from a named source,
the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from
those sources and/or reproduced in the circular in its proper form and context.

12. Consent

SAC Capital has given and has not withdrawn its written consent to the issue of this Appendix with the inclusion of its name, its letter
to the Independent Directors dated April 10, 2012 and all references thereto, in the form and context in which they appear in the
Appendix.

13. Action to Be Taken By Shareholders

Shareholders other than those who hold their shares in the Company through the CDP who are unable to attend the 2012 AGM and
wish to appoint a proxy to attend and vote at the 2012 AGM on their behalf, will nd, attached to the invitation to the 2012 AGM,
a Proxy Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as
possible and, in any event, (i) so as to arrive at the registered ofce of the Company at Sangsom Building, 14 Vibhavadi Rangsit Road,
Chomphon Sub-district, Chatuchak District, Bangkok 10900, Thailand, for the attention of the Company Secretary, not later than
24 hours before the time xed for the 2012 AGM or (ii) at the venue of the 2012 AGM before the AGM commences. The sending of
a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the AGM if he nds that he is able to do so.
Shareholders with securities accounts maintained with CDP will nd, attached to the Invitation to the 2012 AGM, a Voting Instructions
Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible
and, in any event so as to arrive at CDP within 7 days before the time xed for the 2012 AGM.

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14. Documents available for inspection

The following documents are available for inspection at the registered ofce of the Company at Sangsom Building, 14 Vibhavadi
Rangsit Road, Chomphon Sub-district, Chatuchak District, Bangkok 10900, for the attention of the Company Secretary, during
normal business hours for a period of three months from the date of this Appendix:
(a) the letter from SAC Capital to the Independent Directors dated April 10, 2012; and
(b) the letter of consent from SAC Capital.

15. Others

The SGX-ST takes no responsibility for the accuracy of any statements or opinions made in this Appendix.
If you are in any doubt as to the contents herein or as to the action you should take, you should consult your stockbroker, bank
manager, solicitor, accountant or other professional adviser immediately.
If you have sold all your ordinary shares in the Company, please forward this document to the purchaser or bank or stockbroker or
agent through whom the sale was effected for onward transmission to the purchaser.

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SCHEDULE 1 TO THE APPENDIX


General Mandate for Interested Person Transactions
We anticipate that we would, in the ordinary course of business, continue to enter into certain transactions with our interested
persons, including but not limited to those categories of transactions described below. In view of the time-sensitive nature of
commercial transactions, it would be advantageous for us to obtain a shareholders mandate to enter into certain interested persons
transactions in our ordinary course of business, provided that all such transactions are carried out on normal commercial terms and
are not prejudicial to the interests of our Company and our minority Shareholders.
Chapter 9 of the Listing Manual allows a listed company to obtain a mandate from its shareholders for recurrent interested person
transactions which are of a revenue or trading nature or for those necessary for its day-to-day operations. These transactions may
not include the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations.
Pursuant to Rule 920(1) of the Listing Manual, a general mandate is subject to annual renewal. The information required by Rule
920(1)(b) is as follows:
(a) the class of interested persons with which the Eentity Aat Rrisk (as dened below in Rule 904(2) of the Listing Manual) will be
transacting;
(b) the nature of the transactions contemplated under the mandate;
(c) the rationale and benet to the Entity At Risk;
(d) the methods or procedures for determining transaction prices;
(e) the independent nancial advisers opinion on whether the methods or procedures in (d) above are sufcient to ensure that the
transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of our Company and our
minority Shareholders (where applicable);
(f) an opinion from our Audit Committee if it takes a different view to the independent nancial adviser (where applicable);
(g) a statement from us that we will obtain a new mandate from our Shareholders if the methods or procedures in (d) above become
inappropriate; and
(h) a statement that the interested person will abstain, and has undertaken to ensure that its associates will abstain, from voting on
the resolution approving the transaction.
The Shareholders Mandate, if renewed, will be effective until the next annual general meeting.
Entities At Risk
For the purposes of the Shareholders Mandate,

Group means our Company its subsidiaries and associated companies which are considered entities at risk within the meaning
of Rule 904(2) of the Listing Manual; and

THBEV Group means our Company and its subsidiaries.

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an Entity At Risk means:


our Company;

a subsidiary of our Company that is not listed on the SGX-ST or an approved exchange; or

an associated company of our Company that is not listed on the SGX-ST or an approved exchange, provided that the Group or
the Group and interested persons has control over the associated company.

Classes of Mandated Interested Persons


The Shareholders Mandate will apply to our Groups transactions with:
(a) the list of interested persons as set out in the Schedule 2 to the Appendix List of Our Interested Persons and Mandated
Interested Persons; and
(b) (i) direct and indirect subsidiaries of, and (ii) companies and/or juristic persons under the control of, interested persons set out in
Schedule 2 to the Appendix,
(the Mandated Interested Persons and each a Mandated Interested Person).
Transactions with Mandated Interested Persons which do not fall within the ambit of the Shareholders Mandate shall be subject to
the relevant provisions of Chapter 9 of the Listing Manual.
Mandated Transactions
The transactions with interested persons which will be covered by the Shareholders Mandate (Mandated Transactions) relating
to the provision to, or obtaining from, interested persons of products and services in the ordinary course of business of our Group or
which are necessary for the day-to-day operations of our Group (but not in respect of the purchase or sale of assets, undertakings or
businesses which are not part of our day-to-day operations) are as follows:
(a) purchases from interested persons of raw materials and packaging materials including new and used glass bottles, aluminium cans,
molasses, herbs for the production of beer concentrate, cartons and caps;
(b) obtaining from interested persons of insurance and insurance-related services;
(c) purchases from interested persons of all kinds of consumer products, ofce and storage supplies including tissue paper and sugar
for ofce use, scrap steel, malt bags and wooden pallets;
(d) obtaining from interested persons of services, including procurement services, services relating to provision of accommodation,
vehicles and facilities for the directors of the Company and/or subsidiaries, staff training, telecommunications and software licensing,
marketing and advertising and management services and services for the manufacturing and distributorship of products;
(e) obtaining from interested persons of leases or subleases of ofce space, warehouses, passenger cars and land;
(f) provision to interested persons of services including procurement services, property improvement services, advertising and sales
services and manufacturing services;
(g) lease or sub-lease to interested persons of ofce space, warehouses, passenger cars and land;

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(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.

Rationale for the Benets of the Shareholders Mandate


The transactions with the Mandated Interested Persons are entered into or to be entered into by our Group in its ordinary course of
business. They are recurring transactions that are likely to occur with some degree of frequency and arise at any time and from time
to time. Our Directors are of the view that it will be benecial to our Group to transact or continue to transact with the Mandated
Interested Persons.
Our Directors believe that our Group will be able to benet from its transactions with the Mandated Interested Persons. The Shareholders
Mandate and the renewal of the Shareholders Mandate on an annual basis will eliminate the need to convene separate general meetings
from time to time to seek Shareholders approval as and when potential interested persons transactions with the Mandated Interested
Persons arise, thereby reducing substantially the administrative time and expenses in convening general meetings, without
compromising the corporate objectives or adversely affecting the business opportunities available to us.
The Shareholders Mandate is intended to facilitate transactions in our ordinary course of business which are transacted from time to
time with the Mandated Interested Persons, provided that they are carried out on normal commercial terms and are not prejudicial to
the interests of our Company and our minority Shareholders.
Disclosure will be made in the format required by the Listing Manual, and to the extent required by the SGX-ST, of the aggregate
value of interested person transactions conducted pursuant to the Shareholders Mandate during the current nancial year, and in
the annual reports for the subsequent nancial years during which the Shareholders Mandate is in force.
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:

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(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. In addition, each interested person transaction
entered into by our Group will be monitored as an individual transaction and based on the value of the transaction, will
require the prior approval of the corresponding approving authority who is a Director or management employee of the Group
(not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation
to the transactions (the Relevant Approving Authority) as follows:
Approval Limits

Relevant Approving Authority

Interested person transaction not exceeding


Baht 500,000 in value

A deputy managing director or ofcer of equivalent rank

Interested person transaction above Baht 500,000


but not exceeding Baht 5 million in value

A managing director or ofcer of equivalent rank

Interested person transaction above Baht 5 million


but not exceeding Baht 10 million in value

A vice-chairman or ofcer of equivalent rank

Interested person transaction above Baht 10 million


but not exceeding Baht 20 million in value

A chairman

Interested person transaction above Baht 20 million


but not exceeding 3% of the latest audited net tangible
assets of the THBEV Group in value

Any two vice-chairmen and/or chairmen or ofcers


of equivalent rank

Interested person transaction above 3% of the latest


audited net tangible assets of the THBEV Group in value

Any two Audit Committee members, one of whom


must be the Lead Independent Director for IPTs

In relation to paragraph (j) above under General Mandate for Interested Person Transactions - Mandated Transactions, the
Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve that the proposed
transaction is one which is incidental to or in connection with the provision or obtaining of products and/or services in
sub-paragraphs (a), (b), (c) and (d) above under General Mandate for Interested Person Transactions - Mandated
Transactions.
(b) In the event that we cannot obtain competitive quotations (for instance, if there are no unrelated third party vendors of
similar products and services (taking into account quantum, 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.
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(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 and the memorandum thereto entered into on September 26, 2011 between Thai Beverage Recycle Co., Ltd. and
Thai Malaya Glass Co., Ltd. (the Glass Bottle Purchase Agreement) will be covered under the Shareholders Mandate,
provided that any amendment to the material provisions of the Glass Bottle Purchase Agreement, including any adjustment
authorized by the agreement to the purchase price for glass bottles pursuant to and any renewal or extension of tenure of
the Glass Bottle Purchase Agreement, requires the approval of our Board of Directors and the Audit Committee.
(2) Other Interested Person Transactions of a recurring nature
(a) We intend to conduct other interested person transactions not covered by paragraph (1) above which are of a recurring
nature and that occur in the ordinary course of business of our Group. These transactions are necessary for the day-to-day
operations of our Group and include the sale of products and provisions of services to interested persons and lease or sub-lease
of property to or from interested persons and the Mandated Transactions with 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

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Relevant Approving Authority

Interested person transaction not exceeding


Baht 200,000 in value

A deputy managing director or ofcer of equivalent rank

Interested person transaction above Baht 200,000


but not exceeding Baht 500,000 in value

A managing director or ofcer of equivalent rank

Interested person transaction above Baht 500,000


but not exceeding Baht 5 million in value

A vice chairman or ofcer of equivalent rank

Interested person transaction above Baht 5 million


but not exceeding 3% of the latest audited net tangible
assets of the THBEV Group in value

A chairman

Interested person transaction above 3% of the latest


audited net tangible assets of the THBEV Group in value

Any two Audit Committee members, one of whom must be


the Lead Independent Director for IPTs

Annual Report
2011

Thai Beverage
Public
Company
Limited

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.
(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

Relevant Approving Authority

Interested person transaction not exceeding Baht 200,000


in value

A deputy managing director or ofcer of equivalent rank

Interested person transaction above Baht 200,000


but not exceeding Baht 500,000 in value

A managing director or ofcer of equivalent rank

Interested person transaction above Baht 500,000


but not exceeding Baht 5 million in value

A vice chairman or ofcer of equivalent rank

Interested person transaction above Baht 5 million


but not exceeding 3% of the latest audited net tangible
assets of the THBEV Group in value

A chairman

Interested person transaction above 3% of the latest


audited net tangible assets of the THBEV Group in value

Any two Audit Committee members, one of whom must be


the Lead Independent Director for IPTs

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In the event that these interested person transactions require the approval of our Shareholders, additional information may be
required to be presented to Shareholders and an independent 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.

/ 228

Annual Report
2011

Thai Beverage
Public
Company
Limited

SCHEDULE 2 TO THE APPENDIX


List of our Mandated Interested Persons

1.

TCC Holding Co., Ltd.

24.

Plaza Athenee Hotel (Thailand) Co., Ltd.

2.

Bang-Na Glass Co., Ltd.

25.

Queens Park Hotel Co., Ltd.

3.

Berli Jucker Cellox Co., Ltd.

26.

Regent Gold Property Fund

27.

Siam Realty Co., Ltd.

(1)

4.

BJC Industrial and Trading Company Limited

5.

Berli Jucker Foods Co., Ltd.

28.

Southeast Capital Co., Ltd.

6.

Berli Jucker Logistics Co., Ltd.

29.

The Southeast Insurance Co., Ltd. (4)

7.

Berli Jucker Public Company Limited

30.

The Southeast Life Insurance Co., Ltd.

8.

Berli Jucker Specialties Co., Ltd.

31.

The Suphanburi Sugar Industry Co., Ltd.

9.

BJC Marketing Co., Ltd.

32.

T.C.C. Service Apartment Co., Ltd. (5)

10.

BJC Healthcare Co., Ltd. (2)

33.

Terragro Co., Ltd. (6)

11.

Chalitlarp Co., Ltd.

34.

Southeast Group Co., Ltd. (7)

12.

Permkha Commercial Co., Ltd. (3)

35.

T.C.C. Commercial Property Management Co., Ltd.

13.

Golden Wealth Co., Ltd.

36.

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

14.

Indara Insurance Public Company Limited

37.

Thai Beverage Can Co., Ltd.

15.

Lake View Golf and Yacht Club Co., Ltd.

38.

The Chonburi Sugar Corporation Limited

16.

Lake View Land Co., Ltd.

39.

Thai Glass Industries Public Company Limited

17.

Mae Ping Hotel (1988) Co., Ltd.

40.

The Maewang Sugar Industry Co., Ltd.

18.

N.C.C. Management and Development Co., Ltd.

41.

The New Imperial Hotel Public Company Limited

19.

New Noble Property and Loan Fund

42.

Thip Sugar Sukhothai Co., Ltd. (8)

20.

Nongkhai Country Golf Club Co., Ltd.

43.

Plantheon Trading Co., Ltd.

21.

North Park Golf and Sports Club Co., Ltd.

44.

Thai Alcohol Public Company Limited

22.

PS Recycle Co., Ltd.

45.

Thai Malaya Glass Co., Ltd.

23.

Pisetkij Co., Ltd.

Note
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)

Its former name was BJC Engineering Co., Ltd.


Its former name was BJC Trading Co., Ltd.
Its former name was Dhipaya Sugar (1999) Co., Ltd.
Its former name was The Southeast Insurance (2000) Co., Ltd.
Its former name was Tara Hotel Co., Ltd.
Its former name was T.C.C. Agro Co., Ltd.
Its former name was T.C.C. Capital Co., Ltd.
Its former name was The Uttaradit Sugar Industry Co., Ltd.

/ 229

/
Announcements
to SGX in
2011

Announcements to SGX in 2011

Compliance with Singapore Exchange Regulations and Best Practices


The Company recognizes the importance of the transparency of information disclosure. In 2011, the Company made 108
announcements via SGX-NET categorized as follows:
1. 4 announcements of quarterly and full year financial statements.
2. 64 notices of substantial shareholders and directors interests and changes in interest. When the Company Secretary
was informed of the changes in interest of any director(s), the Company Secretary also reported such information to
other directors.
3. 4 announcements/reports involving with occupying the positions of Directors and Executives of Thai Beverage Public
Company Limited:
3.1
3.2
3.3
3.4

Report of persons occupying a managerial position who are related to a director, CEO, or substantial shareholder.
Cessation of Mr. Somchai Suthikulpanit from Senior Vice President Non-Alcohol Production in February 2011.
Appointment of Mr. Karn Chitaravimol as Senior Vice President Non-Alcohol Production in February 2011.
Cessation of Mr. Chukiet Tangpongprush from Director and 6th Executive Vice Chairman in August 2011.

4. 4 announcements of acquisitions and realizations of assets and related matters of other companies resulting from
acquisitions by Companys subsidiary; which is, the acquisitions of shares and the result of tender offer report of
Serm Suk Public Company Limited by Thai Beverage Logistics Co., Ltd., and from the incorporation of indirect wholly
owned subsidiary which is International Beverage Trading Limited in Bermuda, as well as the cessation of Inver House
Polska Limited, the indirect subsidiary of International Beverage Holdings Limited.
5. 32 miscellaneous announcements to either conform with the regulations of the SGX or to give information to investors,
involving the details of the internal transfer of equity interest for the purpose of revising the structure of these
subsidiaries, the capital increases of the Companys subsidiaries, the notice of book closure date for determination of
rights of shareholders, the acceptance of the medium term and long-term loans, a summary of business performance
results for each quarter for investors, and report about the Company and its subsidiaries.

/ 230

Annual Report
2011

Thai Beverage
Public
Company
Limited

General Corporate Information


Based on the Organization Structure

Business Contact
Company Name
Thai Beverage Public Company Limited

Address

Telephone

Fax

Remark

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 127 5555


(02) 785 5555

(02) 785 5882

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5885

349 Moo 2, Tambon Mae Lad


Amphoe Klong Klung
Kamphaeng Phet 62120

(055) 728 400-15

(055) 728 416

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5885

68 Moo 2, Tambon Namtoa


Amphoe Bangban
Phra Nakhon Si Ayutthaya 13250

(035) 289 333-45

(035) 289 371

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5885

77 Moo 1, Phaholyothin Road KM. 54


Tambon Lamsai, Amphoe Wangnoi
Phra Nakhon Si Ayutthaya 13170

(035) 362 175-8

(035) 362 179

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5885

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 278 4321


Ext. 4128

(02) 278 4381

49 Moo 4, Tambon Hormkret


Amphoe Sampran, Nakhon Pathom 73110

(034) 321 778-9

(034) 321 777

Factory 1

37/3 Moo 7, Tambon Wangkhanai


Amphoe Thamuang, Kanchanaburi 71110

(034) 611 053

(034) 611 778

Factory 2
Factory

Brewery Group
1.

2.

3.

4.

Beer Thai (1991) Public Company Limited

Beer Thip Brewery (1991) Co., Ltd.

Cosmos Brewery (Thailand) Co., Ltd.

Vidhayathan Co., Ltd.

Factory

Factory

Factory

Distillery Group
1.

Sangsom Co., Ltd.

2.

Fuengfuanant Co., Ltd.

333 Moo 1, Tambon Tha Toom


Amphoe Si Maha Phot, Prachin Buri 25140

(037) 285 016-20

(037) 285 237

3.

Mongkolsamai Co., Ltd.

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 278 4321


Ext. 4120

(02) 278 4381

149 Moo 5, WangseesoobNgew-Ngam Road, Tambon Phajuk


Amphoe Muang Uttaradit
Uttaradit 53000

(055) 449 126-30

(055) 449 131

Factory

315 Moo 4, Tambon Mae Faek


Amphoe San Sai, Chiang Mai 50290

(053) 849 550-4

(053) 849 555

Factory

4.

Thanapakdi Co., Ltd.

/ 231

/
General Corporate
Information

Business Contact
Company Name

Address

5.

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 278 4321


Ext. 4115

(02) 278 4381

50 Moo 7, Tambon Wangkhanai


Amphoe Thamuang, Kanchanaburi 71110

(034) 611 783-5

(034) 611 786

14 Sangsom Building, Soi Yasoob 1


Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 278 4321


Ext. 4114

(02) 278 4381

488 Moo 1, Tambon Wangdong


Amphoe Muang Kanchanaburi
Kanchanaburi 71190

(034) 527 100

(034) 527 111

Factory

Factory

6.

Kanchanasingkorn Co., Ltd.

Sura Piset Thipharat Co., Ltd.

Telephone

Fax

Remark

Factory

7.

Sura Bangyikhan Co., Ltd.

82 Moo 3, Tambon Bang Ku Wat


Amphoe Muang Pathum Thani
Pathum Thani 12000

(02) 598 2850-9

(02) 598 2858

8.

Mekhong Distillery Limited

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

9.

Athimart Co., Ltd.

170 Moo 11, Tambon Nikhom


Amphoe Satuek, Buri Rum 31150

(044) 681 010-2


(044) 681 223-4
(044) 627 200-1

(044) 627 202

Factory

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

101 Moo 8, Tambon Kaeng Dom


Amphoe Sawang Wirawong
Ubon Ratchathani 34190

(045) 426 532-5

(045) 426 537

Factory

11. Kankwan Co., Ltd.

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 278 4325

(02) 278 4381

309 Moo 6, Nampong-Kranuan Road


Tambon Nampong, Amphoe Nampong
Khon Kaen 40310

(043) 441 013-5

(043) 441 017


(043) 441 438

Factory

12. Theparunothai Co., Ltd.

99 Moo 4, Tambon Hat Kham


Amphoe Muang Nong Khai
Nong Khai 43000

(042) 449 711-13


(042) 449 715

(042) 449 714

Factory

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

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

8 Moo 5, Setthakit 1 Road


Tambon Nadee
Amphoe Muang Samut Sakhon
Samut Sakhon 74000

(034) 830 213-6

(034) 830 213-6

14 Sangsom Building, Soi Yasoob 1


Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

54 Moo 2, Sukhaphibal Road


Tambon Nakhon Chai Si
Amphoe Nakhon Chai Si
Nakhon Pathom 73120

(034) 331 954


(034) 227 754-7

(034) 331 955

Factory

15. Simathurakij Co., Ltd.

1 Moo 6, Tambon Ban Daen


Amphoe Banphot Phisai
Nakhon Sawan 60180

(056) 279 088-9

(056) 350 660

Factory

16. Nateechai Co., Ltd.

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

1 Moo 2, Highway No. 41 Road


Tambon Tharongchang
Amphoe Punpin, Surat Thani 84130

(077) 357 170-3

(077) 357 174

14. United Winery and Distillery Co., Ltd.

/ 232

Factory

Factory

Annual Report
2011

Thai Beverage
Public
Company
Limited

Business Contact
Company Name

Address

Telephone

Fax

17. Luckchai Liquor Trading Co., Ltd.

46 Moo 1, Tambon Nong Klang Na


Amphoe Muang Ratchaburi
Ratchaburi 70000

(032) 741 761-2

(032) 741 763

18. Sura Piset Pattharalanna Co., Ltd.

14 Sangsom Building, Soi Yasoob 1


Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

19. United Products Company Limited

56 Sukhaphibal Road
Tambon Nakhon Chai Si
Amphoe Nakhon Chai Si
Nakhon Pathom 73120

(034) 331 157

(034) 331 787

Remark
Factory

Factory

Sales Group
Beer Group
1.

Pomthip Co., Ltd.

40/53 Moo 3
Talad Bangkhen Sub-District
Laksi District, Bangkok 10210

(02) 785 7441

(02) 973 4658

2.

Pomkit Co., Ltd.

523/1 Moo 3, Tambon Joho


Amphoe Muang Nakhon Ratchasima
Nakhon Ratchasima 30310

(044) 955 101-3

(044) 955 104-5

3.

Pomklung Co., Ltd.

22/1 Soi 2 (Paprao)


Paprao Road, Tambon Padad
Amphoe Muang Chiang Mai
Chiang Mai 50100

(053) 275 211

(053) 275 211


Ext. 212

4.

Pomchok Co., Ltd.

16/1 Moo 1, U Thong Road


Tambon Tha Wasukri
Amphoe Phra Nakhon Si Ayutthaya
Phra Nakhon Si Ayutthaya 13000

(035) 241 032

(035) 241 032


Ext. 211

5.

Pomcharoen Co., Ltd.

135/3 Moo 4, Kanchanavithi Road


Tambon Bang Kung
Amphoe Muang Surat Thani
Surat Thani 84000

(077) 914 242

(077) 914 248

6.

Pomburapa Co., Ltd.

51/42 Moo 3, Sukhumvit Road


Tambon Ban Suan
Amphoe Muang Chon Buri
Chon Buri 20000

(038) 287 268

(038) 273 205

7.

Pompalang Co., Ltd.

439 Moo 11, Tambon Muang Kao


Amphoe Muang Khon Kaen
Khon Kaen 40000

(043) 224 222-4

(043) 340 438

8.

Pomnakorn Co., Ltd.

85/35, 85/36 Petchakasem Road


Tambon Na-Muang
Amphoe Muang Ratchaburi
Ratchaburi 70000

(032) 312 772-4

(032) 312 770-1

Liquor Marketing Group


1.

Num Yuk Co., Ltd.

40/53 Moo 3
Talad Bangkhen Sub-District
Laksi District, Bangkok 10210

(02) 785 7441

(02) 973 4658

2.

Num Kijjakarn Co., Ltd.

523/1 Moo 3, Tambon Joho


Amphoe Muang Nakhon Ratchasima
Nakhon Ratchasima 30310

(044) 955 100-3


Ext. 2050

(044) 955 107

3.

Num Palang Co., Ltd.

22/1 Soi 2 (Paprao)


Paprao Road, Tambon Padad
Amphoe Muang Chiangmai
Chiangmai 50100

(053) 275 211

(053) 275 211


Ext. 212

/ 233

/
General Corporate
Information

Business Contact
Company Name

Address

Telephone

Fax

4.

Num Muang Co., Ltd.

16/2 Moo 1, U Thong Road


Tambon Tha Wasukri
Amphoe Phra Nakhon Si Ayutthaya
Phra Nakhon Si Ayutthaya 13000

(035) 242 691

(035) 241 032

5.

Num Nakorn Co., Ltd.

149/3 Chulachomklao Road


Tambon Tha Kham, Amphoe Phun Phin
Surat Thani 84130

(077) 224 771-4

(077) 224 775

6.

Num Thurakij Co., Ltd.

51/40-41 Moo 3, Sukhumvit Road


Tambon Ban Suan
Amphoe Muang Chon Buri
Chon Buri 20000

(038) 287 268-9

(038) 272 525

7.

Numrungrod Co., Ltd.

439 Moo 11, Tambon Muang Kao


Amphoe Muang Khon Kaen
Khon Kaen 40000

(043) 224 222-4

(043) 220 222

8.

Numthip Co., Ltd.

85/33, 85/34 Petchakasem Road


Tambon Na-Muang
Amphoe Muang Ratchaburi
Ratchaburi 70000

(032) 312 772-4

(032) 312 770-1

Sole Agent Group


1.

Thipchalothorn Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 617 9688

2.

Krittayabun Co., Ltd.

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 617 9688

3.

Surathip Co., Ltd.

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 617 9688

4.

Sunthornpirom Co., Ltd.

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 617 9688

5.

Piromsurang Co., Ltd.

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 617 9688

Marketing Group
1.

Thai Beverage Marketing Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5929

2.

Chang International Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5929

3.

Chang Corp Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5929

4.

Dhospaak Co., Ltd.

1 East Water Building, 20th Floor


Soi Vibhavadi-Rangsit 5
Chomphon Sub-District
Chatuchak District
Bangkok 10900

(02) 785 5555

(02) 785 5980

Related Business Group


1.

Thai Beverage Energy Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7125

2.

Thai Molasses Co., Ltd.

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7148

/ 234

Remark

Annual Report
2011

Thai Beverage
Public
Company
Limited

Business Contact
Company Name

Address

Telephone

Fax

3.

Feed Addition Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7165

4.

Pan International (Thailand) Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7320-2

5.

Charun Business 52 Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 7131-4

(02) 785 7125

6.

Thai Cooperage Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5885

7.

Thai Beverage Recycle Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 7032

(02) 785 7085

8.

Thai Beverage Logistics Co., Ltd.

1 East Water Building Soi Vibhavadi-Rangsit 5


Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 785 5975

9.

Dhanasindhi Co., Ltd.

14 Soi Yasoop 1, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7185

Remark

Non-Alcohol Beverage Business Group


1.

Wrangyer Beverage (2008) Co., Ltd.

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7025

2.

Thai Drinks Co., Ltd.

14 Sangsom Building
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 7000

(02) 785 7025

3.

SPM Foods and Beverages Company Limited

79 Moo 3, Tambon Lamlookbua


Amphoe Dontoom
Nakhon Pathom 73150

(034) 993 355

(034) 993 354

Factory

Factory

Group of Listed Companies on the Stock


Exchange in Thailand
Oishi Group
1.

Oishi Group Public Company Limited

9 UM Tower Building, 20th Floor


Ramkhamhaeng Road
Suan Luang Sub-District
Suan Luang District
Bangkok 10250

(02) 785 8888

(02) 717 3920

2.

Oishi Trading Co., Ltd.

9 Ramkhamhaeng Road
Suan Luang Sub-District
Suan Luang District Bangkok 10250

(02) 785 8000

(02) 785 8035-7

3.

Oishi Ramen Co., Ltd.

444 1st Floor, Room No. 1 A 08-09


Phaya Thai Road, Wangmai Sub-District
Pathumwan District, Bangkok 10330

(02) 785 8888

(02) 717 3920

Serm Suk Group*


1.

Serm Suk Public Company Limited

Muang Thai-Phatra Complex, 27-28th Floor


252/35-36 Rachadaphisek Road
Huay Kwang, Bangkok 10310

(02) 693 2255-65

(02) 693 2266

2.

Serm Suk Holdings Co., Ltd.

Muang Thai-Phatra Complex


Tower 1, 27-28th Floor
252/35-36 Rachadaphisek Road
Huay Kwang, Bangkok 10310

(02) 693 2255-65

(02) 693 2266

/ 235

/
General Corporate
Information

Business Contact
Company Name

Address

Telephone

Fax

3.

Serm Suk Beverage Co., Ltd.

Muang Thai-Phatra Complex


Tower 1, 27-28th Floor
252/35-36 Rachadaphisek Road
Huay Kwang,Bangkok 10310

(02) 693 2255-65

(02) 693 2266

4.

Petform (Thailand) Co., Ltd.

85 Moo 11, Bang Nga-Tha Khlong Road


Tambon Khao Samo Khon
Amphoe Tha Wung, Lop Buri 15150

(02) 661 6661

(02) 661 6664-5

Remark

* Thai Beverage Logistics Co., Ltd. acquired shares of Serm Suk Public Company Limited by a voluntary tender offer which was completed on
October 19, 2011. As a result, Serm Suk Public Company Limited, Serm Suk Holdings Co., Ltd. and Serm Suk Beverage Co., Ltd. were included
as subsidiaries, and Petform (Thailand) Co., Ltd. was included as associate of ThaiBev Group.
Others
1.

Thai Beverage Training Co., Ltd.

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 7341

02 785 7345

2.

Thai Thum Distillery Co., Ltd.

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

NonTrading

3.

Sura Piset Sahasan Co., Ltd.

14 Sangsom Building, Soi Yasoob 1


Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

NonTrading

4.

Sura Piset Samphan Co., Ltd.

14 Sangsom Building, Soi Yasoob 1


Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 278 4321

(02) 278 4381

NonTrading

Trademark Group
1.

Thai Beverage Brands Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 617 9688

2.

Archa Beer Co., Ltd.

14 Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 617 9688

3.

Beer Chang Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 617 9688

4.

Chang Beer International Co., Ltd.

15 Moo 14, Vibhavadi Rangsit Road


Chomphon Sub-District
Chatuchak District, Bangkok 10900

(02) 785 5555

(02) 617 9688

International Business Group


1.

International Beverage Holdings Limited

Room 901-2, Silvercord Tower 1


30 Canton Road, Tsim Sha Tsui
Kowloon, Hong Kong

(852) 2375 6648

(852) 2375 6188

2.

InterBev (Singapore) Limited

No. 138 Cecil Street # 05-02 Cecil Court


Singapore 069538

(65) 6435 2880

(65) 6536 9930

24 Penjuru Road
#07-01 CWT Commodity Hub
Singapore 609128

(65) 6509 3410

(65) 6265 1819

3.

InterBev (Cambodia) Co., Ltd.

No. 35, Street 322


Sangkat Boeung Keng Kang 1
Khan Chamkamon, Phnom Penh
Cambodia

(855) (23) 727 424

(855) (23) 727 424

4.

InterBev Malaysia Sdn. Bhd.

Unit C-25-02, First Floor


3 Two Square Commercial Centre
No. 2, Jalan 19/1, 46300 Petaling Jaya
Selangor, Malaysia

(603) 7960 1839

(603) 7960 3361

Suite 6.01, 6th Floor Plaza See Hoy Chan


Jalan Raja Chulan 50200 Kuala Lumpur
Malaysia

(603) 2050 1888

(603) 2031 8618

/ 236

Dormant

Annual Report
2011

Thai Beverage
Public
Company
Limited

Business Contact
Company Name

Address

Telephone

Fax

5.

Best Spirits Company Limited

Room 901-2, Silvercord Tower 1


30 Canton Road, Tsim Sha Tsui
Kowloon, Hong Kong

(852) 2375 6648

(852) 2375 6188

6.

International Beverage Holdings (UK) Limited

Moffat Distillery, Airdrie, ML6 8PL


Scotland

(44) 1236 769377

(44) 1236 779001

7.

International Beverage Holdings (China)


Limited

Room 901-2, Silvercord Tower 1


30 Canton Road, Tsim Sha Tsui
Kowloon, Hong Kong

(852) 2375 6648

(852) 2375 6188

8.

Super Brands Company Pte. Ltd.

No. 138 Cecil Street # 05-02 Cecil Court


Singapore 069538

(65) 6435 2880

(65) 6536 9930

9.

Beer Chang International Limited

No. 138 Cecil Street # 05-02 Cecil Court


Singapore 069538

(65) 6435 2880

(65) 6536 9930

10. International Beverage Trading Limited*

XL House, One Bermudiana Road


Hamilton HM 11, Bermuda

(1) 441 292 7337

(1) 441 295 5655

11. International Beverage Holdings Limited


USA, Inc.

275 Madison Avenue, Suite 701


New York, NY 10016

(1) 646 896 3800

(1) 646 896 3801

12. Blairmhor Limited

Moffat Distillery, Airdrie, ML6 8PL


Scotland

(44) 1236 769377

(44) 1236 769781

13. Inver House Distillers Limited

Moffat Distillery, Airdrie, ML6 8PL


Scotland

(44) 1236 769377

(44) 1236 769781

14. InterBev Trading (China) Limited

Room 01-03, Level 1, No. 63 Kunluo Road


Shuangjiang Town, Eshan County
Yuxi City, Yunnan, China 653200

(89) 8774 010319

(86) 8774 010319

15. Yunnan Yulinquan Liquor Co., Ltd.

Yulin Village, Shuangjiang Town


Eshan County, Yuxi City, Yunnan
China 653200

(86) 8774 022068

(86) 8774 022199

Remark

NonTrading

16. Blairmhor Distillers Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

17. Wee Beastie Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

18. Moffat & Towers Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

19. Glen Calder Blenders Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

20. Hankey Bannister & Company Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

21. R Carmichael & Sons Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

22. J MacArthur Jr & Company Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

23. Mason & Summers Limited

10 Foster Lane, London, EC2V 6HH, England

(44) 1236 769377

(44) 1236 769781

Dormant

24. James Catto & Company Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

25. The Knockdhu Distillery Company Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

26. Speyburn-Glenlivet Distillery Company


Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

27. The Pulteney Distillery Company Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

28. The Balblair Distillery Company Limited

Moffat Distillery, Airdrie, ML6 8PL, Scotland

(44) 1236 769377

(44) 1236 769781

Dormant

29. Liquorland Limited

8 Westbank Road, Belfast, BT3 9JL


Northern Ireland

(44) 289 077 3990

(44) 289 037 0566

30. Inver House Distribution SA

Avenue des Tilleuls, 62140 Marconne, France (33) 2 181 6170

(33) 2 181 1321

Dormant

* Incorporated in Bermuda on January 5, 2011.

/ 237

Legal Advisor
Weerawong, Chinnavat & Peangpanor Ltd.
22nd Floor, Mercury Tower
540 Ploenchit Road
Lumpini, Pathumwan
Bangkok 10330

Compliance Advisor
Allen & Overy LLP
50 Collyer Quay
#09-01 OUE Bayfront
Singapore 049321

Certified Public Accountant


Ms. Nittaya Chetchotiros (CPA No. 4439)
or Mr. Nirand Lilamethwat (CPA No. 2316)
or Ms. Orawan Sirirattanawong (CPA No. 3757)
of KPMG Phoomchai Audit Ltd.
has been appointed as Company Auditor
on April 29, 2011.

/ 238

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