AUDITOR'S REPORT ON REVIEW OF INTERIM FINANCIAL STATEMENTS To the Shareholders and the Board of Directors of Berli Jucker Public Company Limited: I have reviewed the accompanying consolidated and company balance sheets of Berli Jucker Public Company Limited as at 30 June 2000, and the related consolidated and company statements of income for the three month and six month period ended 30 June 2000 and changes in shareholders' equity, retained earnings and cash flows for the six month period ended 30 June 2000. These financial statements are the responsibility of the company's management. My responsibility is to issue a report on these financial statements based on my review. I conducted my review in accordance with the auditing standard applicable to review engagements. This standard requires that I plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. I have not performed an audit, and, accordingly, I do not express an audit opinion. Based on my review, nothing has come to my attention that causes me to believe that the consolidated and company financial statements referred to above are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. The consolidated and company balance sheets as at 31 December 1999 of Berli Jucker Public Company Limited, presented herewith for comparative purpose, are components of consolidated and company financial statements for the year ended 31 December 1999 which were audited by another auditor, whose report dated 23 February 2000 expressed an unqualified opinion thereon. The consolidated and company statements of income for the three month and six month period ended 30 June 1999 and changes in shareholders' equity, retained earnings and cash flows for the six month period ended 30 June 1999, presented herewith for comparative purpose, are components of the consolidated and company interim financial statements for the three month and six month period ended 30 June 1999 which were reviewed by another auditor, whose report dated 11 August 1999 stated that he was not aware of any material modifications that should be made to those statements for them to be in conformity with generally accepted accounting principles. ANOTHAI LEEKITWATTANA Certified Public Accountant (Thailand) No. 3442 PricewaterhouseCoopers ABAS Limited Bangkok 4 August 2000 Consolidated Company (Unaudited) (Audited) (Unaudited) (Audited) 30 June 31 December 30 June 31 December 2000 1999 2000 1999 Notes Baht'000 Baht'000 Baht'000 Baht'000 ASSETS Current Assets Cash on hand and at banks 260,122 474,078 120,631 373,045 Short-term investments Deposits with financial institutions 553,738 669,456 - - Bills of exchange - 800,000 - 800,000 Others 20 20 20 20 Trade accounts and notes receivable, net 3 2,346,749 2,951,664 1,180,273 1,185,891 Short-term loans and advances to related parties 12 194,409 167,324 2,809,718 966,729 Lease receivable from a related party 12 - - 13,500 31,500 Inventories, net 1,816,903 1,541,810 504,146 433,298 Other current assets Deferred income tax current 121,901 134,518 87,999 103,722 Accrued income 47,673 30,758 95,418 104,383 Others 198,230 174,928 89,420 62,211 Total Current Assets 5,539,745 6,944,556 4,901,125 4,060,799 Non-Current Assets Investments in related parties 12 46,294 75,186 3,749,065 5,546,718 Long-term investments 220,916 220,916 220,016 220,866 Deferred tax assets - - 130,495 128,592 Property, plant and equipment, net 5 7,031,959 6,963,461 791,442 810,632 Other assets Terminated currency swap receivable 455,430 455,430 455,430 455,430 Others 94,489 64,074 8,752 6,508 Total Non-Current Assets 7,849,088 7,779,067 5,355,200 7,168,746 TOTAL ASSETS 13,388,833 14,723,623 10,256,325 11,229,545 Director Director Consolidated Company (Unaudited) (Audited) (Unaudited) (Audited) 30 June 31 December 30 June 31 December 2000 1999 2000 1999 Notes Baht'000 Baht'000 Baht'000 Baht'000 LIABILITIES AND SHAREHOLDERS'EQUITY Current Liabilities Bank overdrafts and loans from financial institutions 1,207,208 372,718 801,655 887 Trade accounts and notes payable 1,538,629 1,556,885 316,843 432,427 Trade accounts payable related party 12 - - 297,956 179,047 Current portion of long-term borrowings 6 158,574 118,212 - - Short-term loans and advance from related parties 12 17,241 17,263 33,334 22,505 Other current liabilities Accrued expenses 513,442 590,258 180,575 173,778 Others 168,147 480,674 137,592 210,692 Total Current Liabilities 3,603,241 3,136,010 1,767,955 1,019,336 Non-Current Liabilities Loans from directors and employees 3,310 5,582 3,253 5,553 Long-term borrowings 6 654,831 2,580,126 - 1,940,839 Deferred tax liabilities 308,490 294,822 - - Other liabilities Long-term lease deferred income 114,592 117,396 114,592 117,396 Staff retirement benefits 212,224 222,963 86,984 99,818 Others 15,633 13,872 54,220 52,459 Total Non-Current Liabilities 1,309,080 3,234,761 259,049 2,216,065 Total Liabilities 4,912,321 6,370,771 2,027,004 3,235,401 Shareholders' Equity Share capital 7 Registered share capital 1,588,125 1,588,125 1,588,125 1,588,125 Issued and paid-up share capital 1,588,125 1,588,125 1,588,125 1,588,125 Capital surplus 7 Premium on share capital 3,751,380 3,751,380 3,751,380 3,751,380 Donated surplus 36,868 36,868 36,868 36,868 Retained earnings Appropriated Legal reserve 223,534 218,744 158,813 158,813 Reserve for business expansion 87,401 87,401 85,000 85,000 Unappropriated 2,588,679 2,420,412 2,655,801 2,482,744 Translation adjustment of foreign currency financial statements (46,666) (108,786) (46,666) (108,786) Minority interests 247,191 358,708 - - Total Shareholders' Equity 8,476,512 8,352,852 8,229,321 7,994,144 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 13,388,833 14,723,623 10,256,325 11,229,545 (Unaudited) Consolidated Company 30 June 30 June 30 June 30 June 2000 1999 2000 1999 Notes Baht'000 Baht'000 Baht'000 Baht'000 Revenues Sales 12 2,811,710 2,736,893 1,201,492 1,427,896 Other income Interest income 16,347 25,283 51,019 37,705 Gain (Loss) on disposal of investments 39,540 (3,592) (1,467) (3,592) Reverse provision on suspended business segment 32,000 - - - Others 27,193 13,844 39,409 50,549 Total revenues 2,926,790 2,772,428 1,290,453 1,512,558 Expenses Cost of sales 2,175,997 1,980,285 948,258 1,118,547 Selling and Administrative expenses 505,136 457,887 255,991 261,359 Interest expenses 51,282 64,815 29,908 37,682 Loss (Gain) on foreign exchange 17,059 3,616 223 (3,331) Directors' remuneration 935 693 835 543 Other operating expenses Currency swap cost 21,998 33,026 21,998 32,597 Other financing expense (income) 1,373 (4,870) 1,373 (4,870) Total expenses 2,773,780 2,535,452 1,258,586 1,442,527 Operating profit 153,010 236,976 31,867 70,031 Share of profit/(loss) of subsidiaries and associates 6,592 2,916 133,338 114,636 Profit before tax 159,602 239,892 165,205 184,667 Income tax (40,595) (75,022) (8,335) (14,270) Profit before minority interests 119,007 164,870 156,870 170,397 Loss attributable to minorities 37,863 5,527 - - Net profit for the period 156,870 170,397 156,870 170,397 Basic earnings per share 4 Profit before minority interests 0.75 1.04 0.99 1.07 Loss attributable to minorities 0.24 0.03 - - Net profit for the period 0.99 1.07 0.99 1.07 (Unaudited) Consolidated Company 30 June 30 June 30 June 30 June 2000 1999 2000 1999 Notes Baht'000 Baht'000 Baht'000 Baht'000 Revenues Sales 12 5,575,286 5,475,665 2,369,188 2,828,975 Other income Interest income 35,391 48,735 78,959 77,446 Gain (Loss) on disposal of investments 39,540 (3,592) (1,467) (3,592) Reverse provision on suspended business segment 77,000 - - - Others 74,913 24,275 73,684 100,340 Total revenues 5,802,130 5,545,083 2,520,364 3,003,169 Expenses Cost of sales 4,321,830 3,953,401 1,866,865 2,208,833 Selling and Administrative expenses 965,100 898,860 475,813 518,347 Interest expenses 107,793 133,450 66,482 81,025 Loss (Gain) on foreign exchange 14,128 753 (530) (3,675) Directors' remuneration 1,881 1,787 1,781 1,487 Other operating expenses Currency swap cost 55,945 65,936 55,945 64,836 Other financing expense (income) 5,175 (15,218) 5,175 (15,218) Total expenses 5,471,852 5,038,969 2,471,531 2,855,635 Operating profit 330,278 506,114 48,833 147,534 Share of profit/(loss) of subsidiaries and associates (3,400) 7,051 262,028 238,310 Profit before tax 326,878 513,165 310,861 385,844 Income tax (88,287) (153,991) (10,754) (26,369) Profit before minority interests 238,591 359,174 300,107 359,475 Loss attributable to minorities 61,516 301 - - Net profit for the period 300,107 359,475 300,107 359,475 Basic earnings per share 4 Profit before minority interests 1.50 2.26 1.89 2.26 Loss attributable to minorities 0.39 - - - Net profit for the period 1.89 2.26 1.89 2.26 (Unaudited) Consolidated Company 30 June 30 June 30 June 30 June 2000 1999 2000 1999 Notes Baht'000 Baht'000 Baht'000 Baht'000 Share Capital 7 Beginning balance 1,588,125 1,588,125 1,588,125 1,588,125 Increase during the period - - - - Decrease during the period - - - - Ending balance 1,588,125 1,588,125 1,588,125 1,588,125 Capital surplus Premium on Share Capital Beginning balance 3,751,380 3,751,380 3,751,380 3,751,380 Increase during the period - - - - Decrease during the period - - - - Ending balance 3,751,380 3,751,380 3,751,380 3,751,380 Donated surplus Beginning balance 36,868 36,868 36,868 36,868 Increase during the period - - - - Decrease during the period - - - - Ending balance 36,868 36,868 36,868 36,868 Retained Earnings Appropriated retained earnings Legal reserve Beginning balance 218,744 116,873 158,813 57,750 Increase during the period 4,790 101,583 - 101,063 Decrease during the period - - - - Ending balance 223,534 218,456 158,813 158,813 Reserve for business expansion Beginning balance 87,401 87,401 85,000 85,000 Increase during the period - - - - Decrease during the period - - - - Ending balance 87,401 87,401 85,000 85,000 Unappropriated retained earnings Beginning balance 2,420,412 2,036,926 2,482,744 2,098,450 Increase during the period 300,107 359,475 300,107 359,475 Decrease during the period (131,840) (195,902) (127,050) (195,382) Ending balance 2,588,679 2,200,499 2,655,801 2,262,543 Translation adjustment of foreign currency financial statements Beginning balance (108,786) (106,775) (108,786) (106,775) Increase during the period - (194) - (194) Decrease during the period 62,120 - 62,120 - Ending balance (46,666) (106,969) (46,666) (106,969) Minority Interests Beginning balance 358,708 435,379 - - Increase during the period - 405 - - Decrease during the period (111,517) (1,422) - - Ending balance 247,191 434,362 - - Total 8,476,512 8,210,122 8,229,321 7,775,760 (Unaudited) Consolidated Company 30 June 30 June 30 June 30 June 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Appropriated retained earnings Legal reserve Beginning balance 218,744 116,873 158,813 57,750 Increase during the period 4,790 101,583 - 101,063 Decrease during the period - - - - Ending balance 223,534 218,456 158,813 158,813 Reserve for business expansion Beginning balance 87,401 87,401 85,000 85,000 Increase during the period - - - - Decrease during the period - - - - Ending balance 87,401 87,401 85,000 85,000 Unappropriated retained earnings Beginning balance 2,420,412 2,036,926 2,482,744 2,098,450 Increase during the period 300,107 359,475 300,107 359,475 Decrease during the period (131,840) (195,902) (127,050) (195,382) Ending balance 2,588,679 2,200,499 2,655,801 2,262,543 Retained earnings at end of the period 2,899,614 2,506,356 2,899,614 2,506,356 (Unaudited) Consolidated Company 30 June 30 June 30 June 30 June 2000 1999 2000 1999 Notes Baht'000 Baht'000 Baht'000 Baht'000 Cash flows from operating activities 11 814,843 843,468 128,446 560,931 Cash flows from investing activities Acquisition of subsidiary, net of cash acquired (168,463) (4,049) (89,151) (577,750) Purchases of investments in other companies - (54,800) - (54,800) Purchases of property, plant and equipment (402,309) (188,803) (55,117) (37,094) Purchases of short-term investments - (20) - (20) Deferred charged paid - (10,354) - - Loans and advances to related parties (27,107) (12,406) (1,812,905) (2,634) Proceeds from disposals of investments, net of cash equivalents disposed in related company 77,225 19,552 41,566 13,998 Proceeds from disposals of property, plant and equipment 6,454 11,467 11,361 5,808 Interest received 27,428 43,064 38,441 70,990 Dividend received - 963 2,167,633 68,203 Net cash (payments) received from investing activities (486,772) (195,386) 301,828 (513,299) Cash flows from financing activities Decrease in long-term borrowings (1,898,823) (50,997) (1,940,839) - Increase in short-term borrowings 800,000 - 800,000 - (Loss) Gain on currency swap contracts received (73,879) 1,101 (73,879) 898 Currency swap cost paid (68,256) (66,369) (68,256) (64,836) Dividends paid (127,050) (79,406) (127,050) (79,406) Dividends paid to minority interests (28,400) (11,760) - - Deferred financing charges paid (287) (282) (287) (282) Interest paid (111,626) (145,306) (73,145) (81,230) Net cash payments from financing activities (1,508,321) (353,019) (1,483,456) (224,856) Net (decrease) increase in cash and cash equivalents (1,180,250) 138,365 (1,053,182) (207,529) (more)