AUDITORS REPORT To the Shareholders of Berli Jucker Public Company Limited I have audited the accompanying consolidated and company balance sheet of Berli Jucker Public Company Limited as at 31 December 2000, and the related consolidated and company statements of income, changes in shareholders equity, retained earnings, and cash flows for the year then ended. These financial statements are the responsibility of the companys management. My responsibility is to express an opinion on these financial statements based on my audit. The consolidated and company financial statements of Berli Jucker Public Company Limited for the year ended 31 December 1999, presented herein for comparative purpose, were audited by another independent auditor, whose report dated 23 February 2000, expressed an unqualified opinion thereon. I conducted my audit 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 audit provides a reasonable basis for my opinion. In my opinion, the aforementioned financial statements present fairly, in all material respects, the financial position of the consolidated and company as at 31 December 2000 and the results of its operations, and its cash flows for the years then ended in accordance with generally accepted accounting principles. ANOTHAI LEEKITWATTANA Certified Public Accountant (Thailand) No. 3442 PricewaterhouseCoopers ABAS Limited Bangkok 9 February 2001 Consolidated Company Notes 2000 1999 2000 1999 Baht Baht Baht Baht ASSETS Current Assets Cash on hand and at banks 3 190,963,457 474,078,490 62,632,849 373,044,654 Short-term investments Deposits with financial institutions 395,239,275 669,455,843 - - Bills of exchange - 800,000,000 - 800,000,000 Marketable equity securities, net 4 14,500 19,607 14,500 19,607 Trade accounts and notes receivable, net 5 2,405,893,194 2,951,664,505 1,191,774,107 1,185,891,488 Lease receivable from a related party - - - 31,500,000 Inventories, net 6 1,786,573,132 1,541,810,377 476,091,410 433,297,432 Short-term loans and advances to related parties 26 160,925,541 167,323,502 2,088,537,834 966,728,817 Other current assets Deferred income tax -current 121,883,487 134,517,754 76,546,296 103,722,415 Accrued income 48,744,920 30,757,933 67,641,548 104,383,329 Others 167,080,495 174,927,608 61,282,823 62,210,985 Total Current Assets 5,277,318,001 6,944,555,619 4,024,521,367 4,060,798,727 Non-Current Assets Investments in subsidiaries and associates 7 108,586,269 75,186,424 4,456,293,410 5,546,718,128 Long-term investments, net 8 220,915,579 220,915,579 220,015,579 220,865,579 Deferred tax assets - - 121,179,678 128,592,668 Property, plant and equipment, net 9 6,474,552,898 6,963,460,501 751,036,836 810,632,136 Other assets Terminated currency swap receivable 12 455,430,000 455,430,000 455,430,000 455,430,000 Others 10 93,900,080 64,074,436 4,826,528 6,508,114 Total Non-Current Assets 7,353,384,826 7,779,066,940 6,008,782,031 7,168,746,625 TOTAL ASSETS 12,630,702,827 14,723,622,559 10,033,303,398 11,229,545,352 Director Director The notes to the consolidated and company financial statements on pages 8 to 36 form an integral part of these financial statements. Consolidated Company Notes 2000 1999 2000 1999 Baht Baht Baht Baht LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities Bank overdrafts 52,226,125 44,718,060 3,696,530 886,735 Loans from financial institutions 11 3,138,355,330 328,000,000 2,711,970,000 - Trade accounts and notes payable 1,256,763,910 1,556,885,338 385,146,270 432,427,124 Trade accounts payable related parties 56,165,044 - 314,191,662 179,047,334 Current portion of long-term borrowings 12 131,374,446 118,211,627 - - Short-term loans and advance from related parties 26 17,248,700 17,263,088 80,827,023 22,504,742 Other current liabilities Accrued expenses 406,998,528 550,051,037 160,194,284 133,571,638 Deferred income 70,741,595 55,307,995 70,741,595 54,245,222 Others 13 200,197,809 465,572,658 91,678,036 196,653,545 Total Current Liabilities 5,330,071,487 3,136,009,803 3,818,445,400 1,019,336,340 Non-Current Liabilities Advances from employees 3,225,485 5,581,930 3,002,465 5,553,190 Long-term borrowings 12 393,788,893 2,580,125,616 - 1,940,839,388 Deferred tax liabilities 286,762,373 294,822,504 - - Other liabilities Long-term lease deferred income 111,787,089 117,396,422 111,787,089 117,396,422 Staff retirement benefits 216,714,441 222,963,047 93,253,770 99,817,837 Others 12,627,903 13,872,548 15,600,463 52,459,419 Total Non-Current Liabilities 1,024,906,184 3,234,762,067 223,643,787 2,216,066,256 Total Liabilities 6,354,977,671 6,370,771,870 4,042,089,187 3,235,402,596 Shareholders Equity Share capital 14 Registered share capital 1,588,125,000 1,588,125,000 1,588,125,000 1,588,125,000 Issued and paid-up share capital 1,588,125,000 1,588,125,000 1,588,125,000 1,588,125,000 Capital surplus 14 Premium on share capital 3,751,379,641 3,751,379,641 3,751,379,641 3,751,379,641 Donated surplus 36,867,563 36,867,563 36,867,563 36,867,563 Retained earnings Appropriated Legal reserve 15 249,163,470 218,743,245 158,812,500 158,812,500 Reserve for business expansion 87,400,944 87,400,944 85,000,000 85,000,000 Unappropriated 285,567,760 2,420,412,203 378,319,674 2,482,743,892 Translation adjustment of foreign currency financial statements (7,290,167) (108,785,840) (7,290,167) (108,785,840) Minority interests 16 284,510,945 358,707,933 - - Total Shareholders Equity 6,275,725,156 8,352,850,689 5,991,214,211 7,994,142,756 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 12,630,702,827 14,723,622,559 10,033,303,398 11,229,545,352 The notes to the consolidated and company financial statements on pages 8 to 36 form an integral part of these financial statements. Consolidated Company Notes 2000 1999 2000 1999 Baht Baht Baht Baht Revenues Sales 11,497,119,281 11,131,770,047 4,883,039,821 5,276,543,486 Other income Interest income 55,023,152 86,813,074 166,071,032 135,785,464 Gain (loss) on foreign exchange 28,551,971 16,273,023 2,188,801 (3,355,668) Gain (loss) on disposal of investments 46,637,799 (2,532,954) (3,888,426) (2,532,954) Reverse provision on suspended business segment 77,000,000 - - - Insurance claim 35,152,381 - - - Others 17 75,668,334 56,269,971 129,345,175 200,340,178 Total revenues 11,815,152,918 11,288,593,161 5,176,756,403 5,606,780,506 Expenses Cost of sales 8,902,515,914 8,121,684,406 3,861,157,173 4,180,488,647 Selling and administrative expenses 1,951,913,928 1,757,465,629 920,054,909 861,531,886 Interest expense 169,287,299 253,540,645 98,399,010 154,758,584 Directors remuneration 4,560,656 4,183,333 4,360,656 3,783,333 Other operating expenses Currency swap cost 71,385,915 132,335,465 71,385,915 131,235,465 Other financing expense 5,174,745 27,132,504 5,174,745 27,132,504 Total expenses 11,104,838,457 10,296,341,982 4,960,532,408 5,358,930,419 Operating profit 710,314,461 992,251,179 216,223,995 247,850,087 Share of profits/losses of subsidiaries and associates 251,277 12,365,681 376,572,281 488,434,458 Profit before tax 710,565,738 1,004,616,860 592,796,276 736,284,545 Income tax 18 148,493,385 287,469,610 57,548,469 43,174,807 Profit before minority interests 562,072,353 717,147,250 535,247,807 693,109,738 Share of profit in subsidiaries to minority interests (26,824,546) (24,037,512) - - Net profit for the year 535,247,807 693,109,738 535,247,807 693,109,738 Basic earnings per share 19 Profit before minority interests 3.54 4.51 3.37 4.36 Share of profit in subsidiaries to minority interests (0.17) (0.15) - - Net profit for the year 3.37 4.36 3.37 4.36 The notes to the consolidated and company financial statements on pages 8 to 36 form an integral part of these financial statements. Consolidated Company Notes 2000 1999 2000 1999 Baht Baht Baht Baht Share Capital 14 Beginning balance 1,588,125,000 1,588,125,000 1,588,125,000 1,588,125,000 Increase during the year - - - - Decrease during the year - - - - Ending balance 1,588,125,000 1,588,125,000 1,588,125,000 1,588,125,000 Capital surplus Premium on Share Capital 14 Beginning balance 3,751,379,641 3,751,379,641 3,751,379,641 3,751,379,641 Increase during the year - - - - Decrease during the year - - - - Ending balance 3,751,379,641 3,751,379,641 3,751,379,641 3,751,379,641 Donated surplus 14 Beginning balance 36,867,563 36,867,563 36,867,563 36,867,563 Increase during the year - - - - Decrease during the year - - - - Ending balance 36,867,563 36,867,563 36,867,563 36,867,563 Retained Earnings Appropriated retained earnings Legal reserve 15 Beginning balance 218,743,245 116,873,210 158,812,500 57,750,000 Increase during the year 30,420,225 101,870,035 - 101,062,500 Decrease during the year - - - - Ending balance 249,163,470 218,743,245 158,812,500 158,812,500 Reserve for business expansion Beginning balance 87,400,944 87,400,944 85,000,000 85,000,000 Increase during the year - - - - Decrease during the year - - - - Ending balance 87,400,944 87,400,944 85,000,000 85,000,000 Unappropriated retained earnings Beginning balance 2,420,412,203 2,036,926,265 2,482,743,892 2,098,450,419 Increase during the year 535,247,807 693,109,738 535,247,807 693,109,738 Decrease during the year (2,670,092,250) (309,623,800) (2,639,672,025) (308,816,265) Ending balance 285,567,760 2,420,412,203 378,319,674 2,482,743,892 Translation adjustment of foreign currency financial statements Beginning balance (108,785,840) (106,774,931) (108,785,840) (106,774,931) Increase during the year - (2,010,909) - (2,010,909) Decrease during the year 101,495,673 - 101,495,673 - Ending balance (7,290,167) (108,785,840) (7,290,167) (108,785,840) Minority Interests 16 Beginning balance 358,707,933 435,379,488 - - Increase during the year 35,725,088 24,037,512 - - Decrease during the year (109,922,076) (100,709,067) - - Ending balance 284,510,945 358,707,933 - - Total 6,275,725,156 8,352,850,689 5,991,214,211 7,994,142,756 The notes to the consolidated and company financial statements on pages 8 to 36 form an integral part of these financial statements. Consolidated Company Notes 2000 1999 2000 1999 Baht Baht Baht Baht Unappropriated retained earnings: Beginning balance 2,420,412,203 2,036,926,265 2,482,743,892 2,098,450,419 Less: Appropriation Legal reserve (30,420,225) (101,870,035) - (101,062,500) Dividends for 1999 and 1998 (127,050,000) (79,406,250) (127,050,000) (79,406,250) Cost of investment in excess of net assets of subsidiary and associated companies eliminated against retained earnings (11,700,000) (48,941,265) (11,700,000) (48,941,265) Net profit for the year 535,247,807 693,109,738 535,247,807 693,109,738 Less: Dividends for 2000 and 1999 20 (2,500,922,025) (79,406,250) (2,500,922,025) (79,406,250) Unappropriated retained earnings at end of the year 285,567,760 2,420,412,203 378,319,674 2,482,743,892 Appropriated retained earnings: Legal reserve 249,163,470 218,743,245 158,812,500 158,812,500 Reserve for business expansion 87,400,944 87,400,944 85,000,000 85,000,000 Appropriated retained earnings at end of the year 336,564,414 306,144,189 243,812,500 243,812,500 Retained earnings at end of the year 622,132,174 2,726,556,392 622,132,174 2,726,556,392 The notes to the consolidated and company financial statements on pages 8 to 36 form an integral part of these financial statements Consolidated Company Notes 2000 1999 2000 1999 Baht Baht Baht Baht Cash flows from operating activities 21 1,229,797,201 1,590,987,933 349,740,62 964,189,892 Cash flows from investing activities Acquisition of subsidiary, net of cash acquired (200,041,498) (16,773,955) (666,697,255) (590,473,956) Purchases of investments in other companies - (54,800,000) - (54,800,000) Purchases of property, plant and equipment (697,373,744) (527,077,866) (103,168,289) (110,426,368) Purchases of marketable equity securities - (19,607) - (19,607) Deferred charges paid - (2,904,053) - - Loans and advances to related parties 21,627,440 (35,383,528) (1,066,586,736) (114,432,583) Proceeds from disposals of investments, net of cash equivalents disposed in related companies 97,665,333 19,551,743 50,541,660 131,173,523 Proceeds from disposals of investments, net of cash equivalents disposed in other companies - 36,058,750 4,590,000 36,058,750 Proceeds from disposals of property, plant and equipment 21,309,090 19,659,468 16,770,906 19,127,022 Interest received 44,315,320 72,587,587 153,824,518 122,986,897 Dividend received - 16,624,818 2,167,632,951 98,812,374 Net cash (payments)/receipts from investing activities (712,498,059) (472,476,643) 556,907,755 (461,993,948) Cash flows from financing activities (Decrease)/increase in net long-term borrowings (1,934,004,861) 5,754,852 (1,940,839,388) - Increase/ (decrease) in short-term borrowings 2,935,355,330 (245,437,066) 2,711,970,000 (73,780,000) Gain on currency swap contracts received - 2,515,423 - 1,420,000 Currency swap cost paid (68,255,520) (270,378,026) (68,255,520) (131,462,203) Issue of shares to minority interests 6,855,130 - - - Dividends paid (2,627,972,025) (158,812,500) (2,627,972,025) (158,812,500) Dividends paid to minority interests (28,400,552) (11,805,000) - - Deferred financing charges paid (286,350) (281,625) (286,350) (281,625) Interest paid (165,429,960) (132,815,303) (94,486,699) (154,419,292) Net cash payments from financing activities (1,882,138,808) (811,259,245) (2,019,869,982) (517,335,620) Net (decrease)/increase in cash and cash equivalents (1,364,839,666) 307,252,045 (1,113,221,600) (15,139,676) Cash and cash equivalents at beginning of year 1,898,816,273 1,591,564,228 1,172,157,919 1,187,297,595 Cash and cash equivalents at end of year 533,976,607 1,898,816,273 58,936,319 1,172,157,919 Analysis of cash and cash equivalents Cash on hand and at banks 190,963,457 474,078,490 62,632,849 373,044,654 Short-term deposits with financial institutions 395,239,275 669,455,843 - - Bills of exchange - 800,000,000 - 800,000,000 Bank overdrafts (52,226,125) (44,718,060) (3,696,530) (886,735) (more)