information memorandum thai president foods public …

Information Memorandum

THAI PRESIDENT FOODS PUBLIC COMPANY LIMITED

“This English language translation of the Information Memorandum has been prepared solely for the convenience of the foreign investors and should not be relied upon as the definitive and official document of the Information Memorandum. The Thai language version of the Information Memorandum is the definitive and official document and shall prevail in all respects in the event of any inconsistency with this English language translation.”

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Table of Contents

1. General Information ..................................................................................................................................... 1

2. Type of Business and Nature of Operation ............................................................................................... 3

2.1 Product Characteristic ............................................................................................................................... 4

2.2 Revenue Breakdown ................................................................................................................................. 5

2.3 Target Customers and Distribution Channels .......................................................................................... 6

2.4 Sources of Supply ..................................................................................................................................... 8

2.5 Market Competition ................................................................................................................................. 10

3. Environmental Impact ............................................................................................................................... 11

4. Summary of Key Contracts and Terms ................................................................................................... 12

5. Feasibility Study ........................................................................................................................................ 12

6. Technical and Management Assistance .................................................................................................. 12

7. Future Projects ........................................................................................................................................... 12

8. Related Transaction ................................................................................................................................... 12

9. Commitments. ............................................................................................................................................ 14

10. Risk Factors ............................................................................................................................................... 17

11. Litigation ..................................................................................................................................................... 18

12. Number of Employee ................................................................................................................................. 19

13. Company Background............................................................................................................................... 19

14. Investment in Subsidiary / Associated / Related Companies ............................................................... 19

15. Change in Capital in the Last 3 Years...................................................................................................... 21

16. Accounting Period ..................................................................................................................................... 21

17. Auditor ........................................................................................................................................................ 21

18. Registrar ..................................................................................................................................................... 21

19. Financial Advisor ....................................................................................................................................... 22

20. Dividend policy .......................................................................................................................................... 22

21. BOI Certificate ............................................................................................................................................ 23

22. Shareholder Information ........................................................................................................................... 30

22.1 Number of shareholders ......................................................................................................................... 30

22.2 Major shareholders .................................................................................................................................. 30

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22.3 Foreign shareholders .............................................................................................................................. 33

23. Board of Directors ..................................................................................................................................... 33

24. Audit Committee ........................................................................................................................................ 34

25. Listing Conditions ..................................................................................................................................... 36

26. Silent Period ............................................................................................................................................... 36

27. Relaxation ................................................................................................................................................... 36

28. Others (If any) ............................................................................................................................................. 36

29. Statistic Summary ...................................................................................................................................... 37

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Definitions

Amalgamation means the amalgamation in accordance with the Public Limited Company Act B.E. 2535 (1992), as amended

Pro Forma Consolidated Financial Statements

means the unaudited pro forma consolidated financial information which has been prepared and for the consideration and decision making of shareholders of TF and PR regarding the amalgamation between TF and PR in accordance with the Public Company Limited Act B.E. 2535 (1992), as amended

SET means the Stock Exchange of Thailand SEC Office means the Office of the Securities and Exchange Commission SEC Act means the Securities and Exchange Act B.E. 2535 (1992), as

amended PLCA means the Public Limited Company Act B.E. 2535 (1992), as

amended TFMAMA means Thai President Foods Public Company Limited

(the new company formed from an Amalgamation) The Company means Thai President Foods Public Company Limited

(the new company formed from an Amalgamation) TF means Thai President Foods Public Company Limited PR means President Rice Products Public Company Limited PB means President Bakery Public Company Limited SPC means Saha Pathanapibul Public Company Limited SPI means Saha Pathana Inter-Holding Public Company Limited PIF means President Inter Food Co., Ltd. KEWPIE means Kewpie (Thailand) Co., Ltd. BOI means Board of Investment

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INFORMATION MEMORANDUM THAI PRESIDENT FOODS PUBLIC COMPANY LIMITED

(“TFMAMA” or the “Company”)

1. General Information

Head Office 304 Srinakarin Road, Huamark Subdistrict, Bangkapi District, Bangkok 10240 Telephone: 02-374-4730 Fax: 02-374-7743 Website: http://www.mama.co.th Factory Location 601 Moo 11 Sukhapiban 8 Road, Tambon Nong Kham, Sriracha, Chonburi, 20280 Telephone: 038-480-502 Fax: 038-480-184

99/9 Moo 5 Lamphun-Pa Sa Road, Tambon Pa Sak, Muang Lamphun, Lumphun 51000 Telephone: 053-584-088 Fax: 053-584-086 43/244 Moo 4 Huay Plub-Pluak Daeng Road, Tambon Map Yang Phon, Pluak Daeng, Rayong Telephone: 038-891-530 Fax: 038-891-533 115 Moo 15 Songpon Road, Tambon Pak Raet, Banpong, Ratchaburi 70110 Telephone: 032-201-503-4 Fax: 032-201-248 158 Moo 15 Songpon Road, Tambon Pak Raet, Banpong, Ratchaburi 70110 Telephone: 032-719-599 Fax: 032-719-555

Listing Date 16 October 2017 (Trading commencement on 18 October 2017) Listing Securities 329,704,014 common shares at a par value of THB 1.00 per share for the

total value of THB 329,704,014 Capital As of 18 October 2017 (Trading commencement)

Registered Capital Common Share 329,704,014 Baht

Paid-Up Capital Common Share 329,704,014 Baht

TFMAMA is the result of the Amalgamation between Thai President Foods Public Company Limited (“TF”) and President Rice Products Public Company Limited (“PR”) in accordance with the Public Limited Company Act B.E. 2535

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(1992), as amended (the “PCLA”) on 16 October 2017, which assumed all assets, liabilities, obligations, rights, duties, and responsibilities of both companies by operation of law.

Allotment of 329,704,014 ordinary shares of TFMAMA at a par value of Baht 1 per share was made to the shareholders of TF whose names are listed in TF’s shareholders register book and to the shareholders of PR whose names are listed in PR’s shareholders register book as at the date to determine the shareholders being entitled to the allotment of shares of TFMAMA (Record Date) which was 9 October 2017, and the compilation of the name list pursuant to Section 225 of the Securities and Exchange Act B.E. 2535, as amended, by way of the closure of the shareholders register book was made on 10 October 2017 for the compilation of the name list of shareholders being entitled to the allotment of shares of TFMAMA. Allotment of shares of TFMAMA was made to shareholders of TF and PR in the following proportions:

1 existing share in TF to 1.47927562 shares in TFMAMA

1 existing share in PR to 0.42373214 shares in TFMAMA

The aforementioned ratio was approved by the annual general meeting of shareholders of TF and PR on 25 April 2017.

Secondary Market The Stock Exchange of Thailand (SET)

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2. Type of Business and Nature of Operation

TFMAMA is engaged in the manufacture and distribution of food products, including instant noodles, instant foods, bakery, biscuit, fruit juice, and packaging business. The Company has 8 subsidiaries and 6 associated companies which operate business related to food, raw materials, packaging, investment and other businesses. The current group structure of the Company is as follows:

Note: (1) Subsidiary companies (2) Associated companies (3) Investments in other companies

Thai President Foods PCL

Food Raw Material Packaging Investment Others

President Flour Mill Co.,Ltd. (60.00%) (1)

Kerry Flour Mill Co.,Ltd (39.00%) (2)

Thai Instant Products Co.,Ltd (25.00%) (2)

Thai Anbao Paper Products Co., Ltd. (51.00%) (1)

Dai-Ichi Packaging Co.,Ltd. (50.10%) (1)

Thai-Myanmar Success Venture Co., Ltd. (35.00%) (2)

Sanko Machinery (Thailand) Co.,Ltd. (35.00%) (2)

President Kourakuen Co., Ltd. (70.00%) (1)

Thai President Foods (Hungary) Kft. (65.00%) (1)

Kallol Thai President Foods (BD) Ltd. (55.00%) (1)

Taisun Foods Co., Ltd. (52.08%) (1)

President Bakery PCL (46.91%) (1)

President Foods (Combodia) Co., Ltd. (30.00%) (2)

Chongqing TaiBaoPaper Products Co., Ltd. (35.00%) (2)

Kewpie (Thailand) Co., Ltd. (10.00%) (3)

President InterfoodCo., Ltd. (8.67%) (3)

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2.1 Product Characteristic

After the Amalgamation between TF and PR, TFMAMA has maintained TF’s and PR’s existing businesses, as well as the businesses of their subsidiaries and associated companies. The business of TFMAMA can be categorized into 5 groups as follows;

1. Noodle and Instant Food Products

The Company produces and distributes noodles and instant foods both domestic and export with the following line of products;

1.1 Instant foods using wheat flour as the main material

This includes instant noodle under MAMA trademark which has been well-known and accepted among consumers for more than 40 years with over 50 per cent of market shares in Thailand. Also, the Company produces instant noodle for leading firms in Europe, the United States and Australia with the estimated daily capacity of approximately six million packages.

1.2 Instant food products using rice as main material

1.2.1 Instant and ready-to-eat food products

Rice vermicelli noodles, rice noodles, instant Chinese roll noodles, and instant rice porridge and instant rice products. These products either have noodles or rice with seasoning. The products are marketed under MAMA trademark and other export trademarks e.g. MAMY, PAPA, PAMA, HANDI RICE and PRESIDENT RICE.

1.2.2 Products that are used as the main ingredients for cooking noodle dishes

Rice vermicelli and rice noodles. The products are offered in various size e.g. for small family, large family, restaurants, and schools. The products are marketed under MAMA, MAMY, PAPA, PAMA, HANDI RICE and PRESIDENT RICE trademarks.

1.3 Instant food products that use other materials

E.g. Instant bean thread

2. Bakery products

Bakery business is managed under President Bakery Public Company Limited (“PB”) which is the subsidiary of TFMAMA. PB is engaged in the manufacture and distribution of bakery products under its owned trademark. The bakery products are mainly distributed domestically with the following lines of product;

2.1 Wholesale Bakery Business

The products include sliced bread, burger buns, hot dog buns and ready-to-eat bread e.g. filled bread, ready to eat sandwich, cake and other bakeries. Those bakery products are distributed in the

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form of wholesale, under the “Farmhouse” trademark via channels/shops to end customers. Two main wholesale customers are modern trade shops and traditional retail shops.

2.2 Retail Bakery Business

Bakery products that are distributed through owned retail shops include Deliya by Farmhouse and Madame Marco. In addition, there is Good Morning Farmhouse, which is its owned sandwich franchise, and bread vending machine.

2.3 Fast food and Catering Bakery Business

The target customer groups of the products, including hamburger bun, hotdog bun, sliced bread, French bread, croissant, crispy bread, pizza dough as well as fried products such as bread crumbs, are restaurant and fast food chain such as McDonald's, KFC, Pizza Hut and Burger King.

3. Biscuit products

The Company manufactures biscuit products under Bissin and Homey trademarks. Each brand offers a variety of products including multi-flavored biscuit, cracker and wafer such as butter coconut, butter coconut orange cream, butter coconut cocoa topped, whole wheat cracker, lemon sherbet, cocoa, coffee, coconut, strawberry, blueberry, blackcurrant, sesame, chicken, cheese, and etc.

4. Fruit juice products

The Company manufactures fruit juice under Green Mate, Kelly, and Taisun trademarks in both aluminum can and PET bottle formats and in various flavors e.g. orange, lychee, grass jelly and tamarind, which are very popular in the Southern of Thailand.

5. Packaging products

The Company operates packaging business including flexible food packaging and paper cup.

2.2 Revenue Breakdown

TFMAMA’s business operation after the Amalgamation will be same as previously operated by TF and PR, with the following pro-forma revenue structure (1).

Product Line

Business Unit

Operate by %

Holding

Revenue

For the Year ended

31 Dec 2015

For the Year ended

31 Dec 2016

For 6-month period

ended 30 June 2017

THB mm

% THB mm

% THB mm

%

Noodle and Food Thai President Foods PCL (TFMAMA) - 9,960 48.68 10,757 49.52 5,302 49.58

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Product Line

Business Unit

Operate by %

Holding

Revenue

For the Year ended

31 Dec 2015

For the Year ended

31 Dec 2016

For 6-month period

ended 30 June 2017

THB mm

% THB mm

% THB mm

%

Instant Food Products

Kallol Thai President Foods (BD) Ltd. 55.00 Thai President Foods (Hungary) Kft. 65.00 President Kourakuen Co., Ltd. 70.00

Bakery Food President Bakery PCL 46.90 7,316 35.76 7,546 34.74 3,520 32.92 Biscuit Food Thai President Foods PCL (TFMAMA) - 794 3.88 857 3.95 378 3.53 Fruit Juice Food Taisun Foods Co., Ltd. 52.08 744 3.64 857 3.95 500 4.68 Packaging Pack

aging Thai Anbao Paper Products Co., Ltd. 51.00

1,001 4.89 1,000 4.60 569 5.32 Dai-Ichi Packaging Co.,Ltd. 50.10

Others (Wheat Flour)

Raw materials

President Flour Mill Co.,Ltd. 60.00 135 0.66 127 0.58 61 0.57

Other revenue(2)

509 2.49 578 2.66 364 3.40

Total 20,459 100.00 21,722 100.00 10,694 100.00 Remark: (1) Pro forma consolidated financial information for the years ended 31 December 2015 and

2016, and for the six-month periods ended 30 June 2017 which the auditor conducted an engagement in accordance with Thai Standard on Assurance Engagements (TSAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus. The pro forma consolidated financial information has been prepared based on financial information of TF and PR to illustrate the financial information as if the amalgamation of TF and PR had occurred since 1 January 2015.

(2) Other revenue includes interest income, rental income, dividend income, exchange gain, share of profit from investment in associate companies, miscellaneous income, service income, and others.

2.3 Target Customers and Distribution Channels

1. Domestic

The Company sells their products through distributors. The distributors must place the order approximately 1 month in advance. The Company will produce the products according to the purchase order without having to produce the products in advance. The major distributor is Saha Pathanapibul Public

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Company Limited ("SPC"), whose distributes instant noodle, and instant food products. Sales through SPC are accounted for more than half of domestic sales of the aforementioned products.

For bakery products, variety, reasonable price, and ease of consumption are the main concepts of the company. PB’s customers are people of every demographic group and every occupation. The bakery products are mainly distributed domestically, which are classified by the distribution channels as follows:

1. Wholesale Bakery Business 1.1 Selling products under the company’s trademark

PB sells its products to consumers via outlets, who will receive wholesale discount. The outlets can be categorized into:

- Traditional Trade or grocery stores: Some of products are only available through this channel, which are well correspondent to the needs and purchasing power of customers. These stores pay promptly to PB once the products are delivered

- Modern Trade: These stores have standard management system and advanced technology with high investment, including 7-Eleven, convenience store in oil station, and some discount stores such as Tesco Lotus and Big C, as well as other supermarkets.

1.2 Selling products by Customers’ Orders Products are manufactured according to the order from fast food restaurants and convenience stores such as McDonald's, KFC, Burger King, Chester Grill, Pizza Hut, A&W, Sizzler, MOS Burger, The Pizza Company, Dairy Queen, Santa Fe’ Steak, Fuji and Narai Pizzeria. Most of the products sold through this channel are burger and hotdog buns.

2. Retail Bakery Business This involves selling products through PB’s retail stores and directly to the customers, under the PB’s brands which include: Deliya by Farmhouse, Madame Marco, and Good Morning Farmhouse

2. Export

For international market, the Company has a policy to sell its product through distributors who specialize in local retail markets. The Company will wholesale the products with distributors and such distributors will later distribute the products in each region. The Company’s main international markets are Cambodia, the United States, Switzerland, Finland, Canada, Malaysia, Australia, New Zealand and Europe.

The Company closely cooperates with distributors in developing marketing campaigns and sales promotions, including support the marketing promotion budget to promote international brand awareness and recognition.

Foreign investment policy

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The Company continuously expands its investment for the production and distribution of instant noodles into a number of countries including Cambodia, Bangladesh, and recently Hungary to support on the market growths in the European region, as well as serve the existing customers to be transferred from Thai production base.

Pro-forma revenue structure (1) from sales of domestic and export market are as follows;

Product Line Business

Unit Market

Sale Revenue For the Year ended

31 Dec 2015 For the Year ended

31 Dec 2016 For the 6-month

ended 30 June 2017 THB mm per cent THB mm per cent THB mm per cent

Noodle and Instant Food Products

Food Domestic 7,382 37.01 7,815 36.96 3,766 36.45 Export

2,578 12.92 2,943 13.92 1,536 14.87

Bakery Food Domestic 7,317 36.67 7,546 35.69 3,521 34.08 Export - - - - - -

Biscuit Food Domestic 719 3.61 778 3.68 353 3.42 Export 74 0.37 79 0.38 25 0.24

Fruit Juice Food Domestic 412 2.07 432 2.04 234 2.26 Export 332 1.66 425 2.00 266 2.57

Packaging Packaging Domestic 998 5.00 996 4.71 568 5.50 Export 3 0.01 3 0.02 2 0.01

Others (Wheat Flour)

Raw material

Domestic 135 0.68 127 0.60 60 0.60 Export - - - - - -

Total Domestic 16,963 85.04 17,694 83.68 8,502 82.31 Export 2,987 14.96 3,450 16.32 1,829 17.69

Total 19,950 100.00 19,950 100.00 21,144 100.00 Remark: (1) Pro forma consolidated financial information for the years ended 31 December 2015 and

2016, and for the six-month periods ended 30 June 2017 which the auditor conducted an engagement in accordance with Thai Standard on Assurance Engagements (TSAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus. The pro forma consolidated financial information has been prepared based on financial information of TF and PR to illustrate the financial information as if the amalgamation of TF and PR had occurred since 1 January 2015.

2.4 Sources of Supply

The Company has 5 factories located in Chonburi, Lamphun, and Ratchaburi (2 factories) producing instant noodles, and Rayong producing both instant noodle and biscuit. The actual and full productions capacities are as follows;

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Factory

Instant Noodle (Tones/Day) Biscuit (Tones/Day) Full

Production Capacity (1)

Actual Production(2)

Utilization Rate (%)

Full Production Capacity (1)

Actual Production(2)

Utilization Rate (%)

Chonburi

2017 230.25 211.00 91.64 - - - 2016 230.25 256.07 111.21 - - - Lamphun 2017 84.00 60.54 72.07 - - - 2016 81.88 80.17 97.91 - - -

Rayong(3) 2017 63.00 54.99 87.29 45.00 28.85 64.11 2016 49.20 46.52 94.55 44.30 32.21 72.71 Ratchaburi 1 and 2 2017 48.67 43.32 89.01 - - - 2016 48.67 40.83 83.89 - - - Total 2017 425.92 369.85 86.84 45.00 28.85 64.11 2016 410.00 423.59 103.31 44.30 32.21 72.71

Remarks (1) Based on 2 production shifts, deducted 10 per cent maintenance time, and 300 production days / year

(2) Actual production in 2017 is calculated from actual production during January – June 2017 (3) In 2016, two machines were replaced which took 6 months in replacement for each machine

and restarted their operation in September 2016 and January 2017, respectively. This resulted in 8.76 tones/day decrease in average production capacity in 2016.

Most of the Company’s raw material is agricultural products e.g. wheat flour, rice, and palm oil which can be sorted both locally and internationally such as Australia, Malaysia, Japan, and etc. Therefore, the Company doesn’t encounter sourcing issues and the shortage of raw materials. In additional, the Company has several suppliers to help reduce the sourcing risk, and also increase the Company’s negotiation power on pricing and quality.

Moreover, none of the suppliers contributes more than 30 per cent of total purchase order. The Company will do a quarterly and yearly contract in advance with suppliers that supply important and large portion of raw materials e.g. wheat flour, and palm oil in order to mitigate pricing and volume risks. The contract includes quantity, pricing, delivery time, and terms and conditions. None of the raw materials contributes more than 50 per cent of total raw materials.

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2.5 Market Competition

For the overall instant noodles market in 2017, the value of instant noodle industry grew by 1 per cent from the previous year, equivalent to total market value of Baht 15,000 million. The growth is mainly from cup noodles market which grew by 6 per cent from the previous year. Instant noodle sold through convenient store grew by 12 per cent from the previous year, and instant noodle sold through supermarket and hypermarket grew by 5 per cent from the previous year. Despite the intensifying competition, resulted from lower consumer demands, substitute goods, and change in consumer lifestyle, MAMA trademark is still No.1 leader in the market with the market share of 50 per cent, constituting to 49 per cent of market share in pack noodles and 50 per cent of market share in cup noodles. Moreover, the Company also has higher market value when compares to its competitors (Reference Information from Nielsen as of June 2016)

In order to stimulate sales, MAMA trademark has conducted all forms of marketing and advertising strategies nationwide. The Company is focusing on above the line marketing which include television, radio, billboard, and online marketing as well as point-of-sales promotion across the whole country. During third and fourth quarter, the Company will focus on television advertisement where MAMA trademark will have 3 new advertisements. In addition, MAMA trademark will also focus on online advertisement by releasing new online activities such as, guessing MAMA trademark’s new presenter, taking picture with the product in exchange for rewards, and tie-in MAMA products in music video.

Furthermore, MAMA also promotes its products in modern trade by arranging a special shelf for main flavor products, which are Spicy Shrimp Soup, Minced Pork, and Spicy Shrimp Creamy Soup. There are also buy 2 get 1 free promotion and free premium products at point-of-sales when reach specified purchase order level. In addition, the packaging has been redesigned to look more modern. Spicy Shrimp Soup, Minced Pork, and Spicy Shrimp Creamy Soup flavors also have their presenter to promote the products. During the third quarter, the Company launched new flavor which was Dry-Hot-Basil in both cup and pack formats in order to boost growth and increase diversity in the instant noodle market.

In 2018, the Company will continue to develop and launch new flavor in order to stimulate sales volume and increase consumer choices. Marketing, advertising, and promotions will continue to be company’s focus throughout the year.

For the bakery products, 12 new products were introduced to increase consumer choices. The new products include Tuna Corn Salad Whole Wheat Sandwich, Mini Loaf Chocolate Chip Raisin Bread, Durian Custard Filled Bun, Taro Pie, Pineapple Pie, Butter Cookies Chocolate, Butter Cookies Vanilla, Hokkaido Milk Flavor Cream Filled Hotdog Bread, Durian Almond Flavor Cream Filled Hotdog Bread, Swiss Roll Hokkaido Milk Flavored Cake, Taro Bread, and Coconut - Pandan Flavored Bread.

PB’s competitors can be classified into 2 categories which are:

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- Competitors who are manufacturers and have their own distribution channels. Competitors in this group produce and distribute their products through their own retail stores but sometimes they might sell their products in wholesaling format. Their channels are mostly modern trade stores such as supermarket, hypermarket, convenience store, petrol station store, or modern bakery shop such as Tesco Lotus, Big C, 7-Eleven, S&P, Gateaux House and Yamazaki.

- Competitors who are manufacturers but do not have their own distribution channels e.g. C&W Co., Ltd. and S.T. Bakery Co., Ltd. These competitors will sell their products in the form of wholesaling to small shops and modern stores. Their production might be based in Bangkok or upcountry.

For both types of competitors, there is high turnover rate and intense price competition while the Company emphasizes on freshness of its products and is the leader in introducing new products in the market. Therefore, it is clear that the company has competitive advantages over both types of competitor due to investment in cutting-edge production machinery, which is wholly-controlled by computer. This resulted in low production cost, consistent high quality and standard products while some of the competitors have their factories scattering in many areas or branches, thus causing inconsistent product quality. The company also invests in logistics and distribution technologies, which enable products to be delivered fresh and on time every day. Moreover, the Company has an effective process to recall unsold products to ensure that the products are fresh and able to satisfy the consumers. This helps differentiate the Company in terms of product quality and service standard nationwide.

3. Environmental Impact Manufacturing and waste disposal processes have environmental impacts. The Company has

procedures as follows;

1. Garbage The Company has a proper garbage separation procedure in accordance with environmental

management system. Normal garbage is burned by a standardized control system. The Company also has an annual check of air pollution from the furnace. Recycle garbage, such as bag, plastic tank, and core board, will be returned to the deliverers, sold to be recycled, or transformed. Part of the garbage is eliminated in high efficiency furnace.

2. Wastewater The Company treats 4,000 - 5,000 cubic meters of wastewater per month by using oily wastewater

treatment, and anaerobic treatment through activated sludge. This reduces the amount of Grease & Oil and BOD from wastewater which makes the treated wastewater has a quality in accordance with the Ministry of Industry’s quality level. After that, the treated wastewater will be rechecked before release into the Saha Industrial Park's wastewater pond

3. Air pollution The Company uses steam power from Sahacogen (Chonburi) Public Company Limited and stops

the boiler (Sriracha factory). Also, the company uses natural gas instead of fuel oil at Rayong factory to

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reduce the environmental impact from fuel combustion as natural gas is relatively cleaner and more environmental friendly than fuel oil.

4. Summary of Key Contracts and Terms

– None –

5. Feasibility Study

– None –

6. Technical and Management Assistance

– None –

7. Future Projects

TFMAMA may consider launching new projects, which depend on future business opportunities. If the project is to be initiated, TFMAMA will disclose information according to the relevant rules and regulation.

8. Related Transaction

Board of Directors meeting No. 1/2017 held on 16 October 2017 approved the related party transaction policies and appointed the audit committee to review related party transactions, to ensure that they are reasonable and in compliance with the relevant laws and the SEC’s regulations, and to ensure that future connected transactions will strictly follow such policies;

Related party transactions between the Company and related parties for the six-month period ended 30 June 2017 and for the year ended 31 December 2016 are presented with reference to the pro forma consolidated financial information for the six-month period ended 30 June 2017 and for the year ended 31 December 2016, which were prepared to illustrate the financial position and the financial result of TFMAMA as if the Amalgamation had taken place since 1 January 2015. The audit committee of TF and PR viewed that such related party transaction were the normal business activities. The prices of products and services as well as terms and conditions under these transactions were conducted at arm's length basis and under normal business terms. The related transactions are of details as follows:

Party/juristic person

Relationship Transaction Description

Transaction Value (THB mm) Necessary and

Rationale For the Year

ended 31 Dec 2016

For 6-month period ended 30 June 2017

1. Saha Pathanapibul Public

Through common directorships

Commercial Trade

8,078 3,950 Normal business operation with normal conditions

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ended 31 Dec 2016


Company Limited ("SPC"),

2. Saha Pathana Inter-Holding Public Company Limited (“SPI”)

Through

common

directorships

Production and management charge , and others

165

102

Normal business operation with normal conditions

Dividend received

2

2

Received dividend per share amount accordingly to SPI’s announcement

3. President Commercial Co.,Ltd


Commercial Trade

4 2 Normal business operation with normal conditions

4. Jim’s Group Co.,Ltd

Through

common

directorships

Commercial Trade


5. President Interfood Co.,Ltd (“PIF”)


Rental Income, Commission, Exporting expenses, Dividend received

58

0.4

30

0.4

Normal business operation with normal conditions Received dividend per share amount accordingly to PIF’s announcement

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ended 31 Dec 2016


6. Kewpie (Thailand) Co.,Ltd (“KEWPIE”)

Through

common

directorships

Commercial Trade, Other expenses


7. Northern Technology Co.,Ltd


Miscellaneous expenses


Total 8,560 4,210

9. Commitments 1. Liabilities that May Arise from Tax Audit

TF and PR are exposed to the risk that under the tax audit prescription the Revenue Department may carry out a backdated tax audit of a previous accounting period prior to TF or PR ceasing to be a juristic person in accordance with the Amalgamation procedures. The Revenue Department has the authority to perform such tax audit, even though the PLCA does not require the two companies to liquidate their accounts before the registration of the Amalgamation. This means any assessments from the tax audit of TF and/or PR would have to be assumed by TFMAMA. Currently, PR has no outstanding tax payables to the Revenue Department.

However, it is noted that TF currently has filed court cases for undecided case Por. 30/2559 and decided case Por. 231/2559 against the Revenue Department requesting the revocation of assessment of corporate income tax and the appeal decision of the Appeal Committee for the financial year 2003, having the amount of dispute of Baht 527,808.90, to the Central Tax Court.

The Court of First Instance has considered that the assessment of revenue department’s officer and the appeal decision of the Appeal Committee have been lawfully conducted. However, TF disagrees with the decision and is in a process of appealing against the judgment of the Central Tax Court to the Court of Appeal for Specialized Cases. Currently, the case is under consideration by the Court of Appeal for Specialized Cases.

Moreover, there are also tax disputes that TF has appealed for an assessment of corporate income

tax for financial year 2004 - 2006 and 2008 – 2010, and half year corporate income tax for financial year

2005 - 2006 and 2009 - 2010 to Board of Appeals totaling 55,015,985 Baht. The decision of the Board of

Appeals dated July 5, 2060 is to appeal an assessment of corporate income tax for financial year 2004 -

2006 and 2008 – 2010, and amend the appeal of the assessment of half year corporate income tax for

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financial year 2005 - 2006 and 2009 – 2010 by decrease some portion of the tax. Since TF already received

such decision of the Board of Appeals dated 5 July 2017, TF has the right to appeal against the decision of

the Board of Appeals on 20 September 2016. TF filed a lawsuit against the Revenue Apartment to the

Central Tax Court requesting the revocation of the corporate income tax assessment and such appeal

decision, within 30 days from the date of receipt of the appeal. Currently, the case is under preparation to file

a lawsuit to the Central Tax Court within the time prescribed by law or within the time limit that the Central

Tax Court might extend as appropriate.

However, TF has placed the deposit for the both tax dispute cases to lessen tax to the Department

of Revenue. Such deposit amount is more than the tax assessment burden. The Director of the Revenue

Department also approved such lessen tax so there is no risk that TF will be forced to pay taxes during the

court exercise.

2. Commitments and contingent liabilities transferred from TF

The Company has commitments and liabilities that may arise in the future, which are transferred from TF as described in the notes to interim financial statements (unaudited but reviewed) for the three-month and six-month periods ended 30 June 2017 as follows;

2.1. Operating lease commitments

TF and its subsidiaries have entered into several lease agreements in respect of the lease of warehouse. The terms of the agreements are generally 1 year to 3 year. Future minimum lease payments required under these operating leases contracts is approximately Baht 11 million.

2.2. Guarantees

Outstanding bank guarantees of approximately Baht 102 million issued by banks on behalf of TF and its subsidiaries and separate financial statements Baht 83 million in respect of certain performance bonds as required in the normal course of business of TF and its subsidiaries.

3. Commitments and contingent liabilities transferred from PR

The Company has commitments and liabilities that may arise in the future, which are transferred from PR as described in the notes to interim financial statements (unaudited but reviewed) for the three-month and six-month periods ended 30 June 2017 as follows;

3.1. Capital commitments

PR has total commitments of approximately Baht 1 million and its associated company had capital commitments of approximately Baht 0.2 million and Yen 321.3 million, totaling approximately Baht 101.8 million.

3.2. Operating lease commitments

- Translation -

16

PR has entered into several lease agreements in respect of the office rental and related services agreements and trademark rental agreement PR made with a related company, which the terms of the agreements are generally 3 years, and the residence rental and security service with lessors, which the terms of the agreements are generally between 1 month and 3 years. Future minimum lease and related service payments required under these non-cancellable operating lease and service contracts were approximately Baht 4 million

The associated company and its joint venture have entered into several lease agreements in respect of the lease of land, office building space and related services. The terms of the agreements are generally between 1 and 15 years. Future minimum lease and related service payments under these non-cancellable operating lease contracts were approximately Baht 27.4 million.

3.3. Long-term service commitments

PR’s associated company entered into a consulting service agreement with an overseas company for consulting service in respect of the manufacture and marketing of products for a period of 1 year, commencing from 1 November 2015 to 31 October 2016. The agreement is automatically renewed for every 1 year. The associated company is committed to pay service fee on the basis and at the rate as stipulated under the agreement. The service fees for the six-month periods ended 30 June 2017 amounted to approximately Baht 0.3 million.

Moreover, the associated company’s joint venture entered into license and technical assistance agreements with an overseas related company for the use of a trademark and the receipt of information related to operation and management of restaurants. Under the conditions of the license agreement, its joint venture is to pay an annual license fee as stipulated in the agreement. The license fees for the six-month periods ended 30 June 2017 amounted to approximately Baht 1.1 million.

3.4. Long-term purchase commitments

PR’s associated company has commitments under natural gas purchase agreement for periods of 5 - 7 years. Under the agreement, the associated company is committed to purchase natural gas at a minimum quantity at the price stipulated in the agreement.

No. Period Expiry date

Average minimum purchase

quantity

(Years) (Million BTU)

1 7 30 November 2017 39,273 per annum

2 5 31 December 2018 223 per day

3 7 30 November 2020 23,385 per annum

- Translation -

17

3.5. Guarantees

PR had commitment to pay a guarantee fee to the local branch of a foreign bank for bank guarantee issued by bank to guarantee an AEO class importer and exporter in the amount of Baht 1 million.

The associated company had outstanding bank guarantees of approximately Baht 27.3 million issued by the banks on behalf of the associated company in respect of certain performance bonds as required in the normal course of the associated company's business. These included letters of guarantee amounting to 23.3 million to guarantee electricity use, Baht 4.0 million to guarantee contractual performance under the natural gas purchase agreement.

Moreover, the associated company had pledged its fixed deposit of Baht 36.3 million as a guarantee of retroactive tax assessment of the associated company.

For additional details of TFMAMA’s commitments and liabilities that may arise in the future, please see the notes to TF and PR’s interim financial statements (unaudited but reviewed) for the three-month and six-month periods ended 30 June 2017 which are the latest financial statements of each company.

10. Risk Factors 1. Risks related to price and sufficiency of raw material

Wheat flour, rice, and palm oil, are key raw materials of the Company’s products. All of these are agriculture products which can be affected by several factors such as global agricultural production level, demand, and climate. This has resulted in the risk in raw material product sourcing and price fluctuation, which will eventually affect cost of goods sold of the Company. An instant noodle, whose price is regulated by the Department of Internal Trade, is one of the most affected products among others because the Company cannot raise the price in order to compensate for such effect.

However, the Company purchases forward contract of wheat flour and palm oil when the price decreases, and also closely monitor significant factors that will affect the price in order to manage the risk. Moreover, in terms of quantity, the Company also purchases raw materials in large amount from several suppliers in order to reduce the risk of supply shortage, and to increase bargaining power.

2. Risks related to distribution channel 2.1 Risk of dependency on major domestic distributors for instant noodles/ food products and

biscuits

Domestic distribution of instant noodles/ food products and biscuits, which together account for the highest revenues contribution of the Company, is conducted through SPC, whose purchase orders account for approximately 50 per cent of the total domestic sales of such products.

- Translation -

18

However, SPC is a shareholder of the Company and has been trading with the Company for a long period of time. Therefore, the Company is highly confident in the stability of SPC. In order to reduce the dependency on the major customer in domestic market, the Company expands its export sales and broadens its distribution channel as well as hiring capable distribution team.

2.2 Risk of dependence on major domestic distributors for Bakery Products

Bakery products also rely heavily on its major distribution channel, CP All PCL, who operates chain of convenience stores and whose purchase orders account for approximately 40 per cent of the total bakery sales. In the event of the loss of this distribution channel, sales revenue will be affected considerably. In addition, CP All PCL also has its owned bakery products in some categories selling in their stores.

The Company’s bakery products have generated relatively higher revenue to the convenience stores compared to its competitors because of its high-quality, high-standard, and widely accepted among consumers. Therefore, the Company believes that it will be able to maintain this distribution channel from these mutual benefits.

3. Risks related to currency exchange

As the Company has collected its export sales in foreign currency, there is a risk of currency fluctuation (THB/USD) which will affect the Company’s revenue.

However, the Company doesn’t have foreign loans and be able to reduce currency risk by utilizing financial instruments including forward contract as a way to mitigate the risk, with no policy to conduct exchange rate speculation. In addition, the Company also utilized a squared position strategy to reduce currency risk on the export sales and the expenses from importing raw materials, machinery and equipment from abroad.

11. Litigation

In 2011, PR’s associated company was being sued for compensation totaling approximately Baht 30 million in connection with traffic accidents. Currently, petitions for the Court of First Instance to consider civil cases are in the process of being filed and in some case is waiting for appeal. Settlements have been negotiated for some of the cases, in which compensation being paid by the insurance company. As at 30 June 2017, total claims had decreased to be Baht 9 million. The associated company has partial insurance coverage for the losses arising from these claims and the management of the associated company believes that it will not suffer any material losses as a result of this litigation. Therefore, the associated company has not set aside provision for the contingent liabilities in the accounts.

In 2016, PR’s associated company was being sued from Department of Empowerment of Persons with Disabilities for funding to the fund for Empowerment of Persons with Disabilities of Baht 21.6 million. Currently, the case is in the process of consideration by the Civil Court. The management of the

- Translation -

19

associated company has assessed and believes that it will not suffer any material loses; therefore no provision for contingent liabilities is set aside.

12. Number of Employee

On 16 October 2017, the Company has 5,126 employees which are transferred from TF and PR as follows,

Types Employees Office 154 Factory 4,972

Total 5,126

13. Company Background

The Company was established from the Amalgamation between TF and PR in accordance with the PCLA on 16 October 2017, which assumed all assets, liabilities, obligations, rights, duties, and responsibilities of both companies, by operation of law with the following major developments.

Major developments in 2017 15 March 2017 Board of Directors of TF and PR resolved to approve to propose to the meeting of

shareholders to consider and approve the Amalgamation. 25 April 2017 Shareholder of TF and PR resolved to approve the Amalgamation 26 April 2017 TF sold 1,806,250 of PR share to 4 TF Directors 3 May 2017 TF reduced its registered capital from Baht 240,000,000 to Baht 180,000,000 16 September 2017 The Board of Directors of TF and PR resolved to approve to convene the joint

meeting of shareholders of TF and PR, in order to propose the matters related to the Company formed as a result of the Amalgamation

11 October 2017 Joint Shareholders’ Meeting of TF and PR to consider relevant matters of the Company formed as a result of the Amalgamation.

16 October 2017 Registered with the Ministry of Commerce under the name of Thai President Food Public Company Limited. The SET approved the listing of TFMAMA shares to be the listed securities

18 October 2017 The first trading day of TFMAMA

14. Investment in Subsidiary / Associated / Related Companies

The Company employs the vertical integration as its investment policy for business expansion. This means owning or controlling the whole production process starting from inputs, process, channels, and outputs. It helps the Company to fully-integrate its business operation.

- Translation -

20

As of 30 June 2017, the Company has investment in subsidiaries, associated companies and related companies, which the Company assumed all assets, liabilities, obligations, rights, duties, and responsibilities of TF and PR upon the completion of the registration with the Ministry of Commerce on 16 October 2017, as follows;

Unit: Thousand Baht, unless stated otherwise

Company Name Type of Business Paid- Up capital

% share Investment

value (Book Value)

Food Business 1. President Kourakuen Co., Ltd Restaurant 25 70.00 17.50 2. Thai President Foods

(Hungary) Kft. Manufacture and distribute instant

noodle

2,350 million (HUF)

65.00 209.19

3. Kallol Thai President Foods (BD) Limited

Manufacture and distribute instant

noodle

530 million (BDT)

55.00

116.87

4. Thai Sun Foods Co., Ltd Manufacture and distribute fruit juice

and bread

50 52.08 26.04

5. President Bakery Public Company Limited

Manufacture and distribute bread and

bakery

450 46.90 525.04

6. President Foods (Cambodia) Co.,Ltd

Manufacture and distribute instant

noodle

1.5 million (USD)

30.00 19.69

Raw Material Business 1. President Flour Mill Co.,Ltd Manufacture and

sell flour 600 60.00 360.00

2. Kerry Flour Mills Limited Manufacture wheat flour

200 39.00 92.63

3. Thai Instant Product Co.,Ltd Manufacture and distribute product related to rice,

cassava, corn and other agricultural

product

240 25.00 21.5

4. Kewpie (Thailand) Co.,Ltd Manufacture sauce and dry vegetable

260 10.00 26.00

- Translation -

21

Company Name Type of Business Paid- Up capital

% share Investment

value (Book Value)

Packaging Business 1. Thai Anbao Paper Products

Co.,Ltd Manufacture and distribute product related to paper

20 51.00 10.20

2. Dai-Ichi Packaging Co.,Ltd Manufacture and distribute product and printing and

packaging

150 50.10 75.72

3. ChongQing Taibao Paper Products Co.,Ltd.

Manufacture and distribute paper

42 million (RMB)

35.00 73.42

Investment industry 1. Thai-Myanmar Success

Venture Co.,Ltd Investment 100 35.00 35.04

Other industry 1. Sanko Machinery (Thailand)

co.,Ltd Manufacture

packaging machine 15 35.00 5.59

2. President Interfood Co.,Ltd. Agency 3 8.67 0.44

15. Change in Capital in the Last 3 Years

The Company has never raised or reduced capital during the past 3 years as the Company was formed by the Amalgamation of TF and PR on 16 October 2017.

16. Accounting Period

1 January – 31 December

17. Auditor

EY Office Limited

Name License Number 1) Ms. Sarinda Hirunprasurtwutti 4799 2) Mr. Wichart Lokatekrawee 4451 3) Ms. Kamontip Lertwitworatep 4377

18. Registrar

- Translation -

22

Thailand Securities Depository Co., Ltd.

19. Financial Advisor

Phatra Securities Public Company Limited

20. Dividend policy

The Company has a policy to pay dividend at no less than 50 per cent of the net profit based on the Company’s separated financial statements.

- Translation -

23

21. BOI Certificate

The Company accepted the transfer of TF and PR’s investment promotion certificates under Investment Promotion Act B.E. 2520 (1977) from the approval of the Board of Investment of Thailand (“BOI”) under terms and conditions. The details are listed as follows:

Details The Company

1. Certificate number 2082/Aor/2549 1388(2)/2552 Transferred from 1464/2545 Dated 19 July 2002 26 May 2009

2. Promotional privileges for Manufacturer of instant noodles

Manufacturer of biscuits

3. Conditions

3.1 Factory location Rayong Rayong 4. Promotional Privileges

4.1 Exemption from corporate income tax from the businesses in item 2, and dividend incomes from such business are excluded from tax calculation

Already ended

4.2 50 percent reduction on corporate income tax after the privileges in item 4.1 expires

Already ended 8 years (Until 3 March 2018)

4.3 Exemption from import taxes on machinery according to approval of BOI

Granted Granted

4.4 Exemption from import taxes on imported materials used to produce export products

Already ended Already ended

5. Effective Date 1 July 2006 4 March 2010

- Translation -

24

21. BOI Certificate (cont.)

Details The Company (Cont.)

1. Certificate No. 2201(2)/2553 2535(2)/2554 1161(2)/2555 Dated 9 November 2010 28 December 2011 9 February 2012

2. Promotional privileges for Manufacturing of instant noodles

Manufacturing of instant noodles

Manufacturing of filled wafers

3. The significant conditions to follow are 3.1 Plant to be located at Chonburi Chonburi Rayong 4. Promotional Privileges

4.1 Exemption of corporate income tax on net income from the promoted operation, but not over 100 percent of investment and exemption of income tax on dividends paid from the promoted operations in which the corporate income tax is exempted.

8 years (Until 9 June 2019)

8 years (Until 31 October

2020)

8 years (Until 4 November

2020)


Granted Granted Granted

4.3 Exemption of import duty on raw materials and significant supplies used in export production from the first import date.

Already ended Already ended Already ended

5. Date of first earning operating 10 June 2011 1 November 2012 5 November 2013

- Translation -

25


Details The Company (Cont.) 1. Certificate No. 1045(2)/2555 1782(2)/2556 1780(2)/2556 1781(2)/2556

Dated 19 January 2012

6 June 2013 6 June 2013 6 June 2013

2. Promotional privileges for Manufacturing of instant noodles


Manufacturing of filled wafers


3. The significant conditions to follow are 3.1 Plant to be located at Chonburi Rayong Rayong Chonburi 4. Promotional Privileges


8 years (Until 1 July

2021)

8 years (Until 30 June

2023)

8 years (Until 30

September 2024)

Not yet commenced


Granted Granted Granted Granted


Already ended

Already ended

Already ended

Not yet commenced

5. Date of first earning operating 2 July 2013 1 July 2015 1 October 2016

Not yet commenced

- Translation -

26


Details The Company (Cont.)

1. Certificate No. 1783(2)/2556 1017(2)/2558 1018(2)/2558 58-2216-0-00-1-0 Dated 6 June 2013 6 January 2015 6 January 2015 22 September

2015 2. Promotional privileges for Manufacturing of

filled wafers Manufacturing of instant noodles



and dried noodles 3. The significant conditions to follow are

3.1 Plant to be located at Rayong Rayong Lamphun Ban Phong 4. Promotional Privileges


8 years (Not yet

Commenced)

8 years (Until 31 August

2024)

8 years (Until 31 January

2024)

8 years Maximum at 100 percent of the investment,

excluding land cost and working

capital (Until 6 May

2024)


Granted Granted Granted Granted


1 years (Not yet

Commenced)

Already ended - Not granted

5. Date of first earning operating

Not yet commenced

1 September 2016

1 February 2016 7 May 2016

- Translation -

27


Details Subsidiary - PB 1. Certificate No. 1973(3)2550 1343(2)2555 2218(2)/2557 Dated 26 September 2007 22 March 2012 25 September 2014 2. Promotional privileges for Manufacturing of

ready-to-eat foods Manufacturing of

Bakery Manufacturing of cereal products

3. The significant conditions to follow are

3.1 Plant to be located at Bangkok Bangkok Bangkok 4. Promotional Privileges

4.1 Exemption of corporate income tax for net income from promotional privileges and exemption of income tax on dividends paid from the promoted operations in which the corporate income tax is exempted.

Already ended 8 years Maximum at 100 percent of the

investment, excluding land cost and working capital (Until 31 May 2025)

8 years Maximum at 100 percent of the

investment, excluding land cost and working capital (Until 30 September

2022)


Granted Granted Granted


Already ended - -

5. Date of first earning operating 3 June 2009 1 June 2017 1 October 2014

- Translation -

28


Details Subsidiary - Thai Anbao Paper Products Co.,Ltd 1. Certificate No. 1611(2)/2552 1596(5)/2553 1461(2)/2554 1084(2)/2556 2438(2)/2556 Dated 14 August

2009 3 May 2010 27 April 2011 18 January

2013 15 October

2013 2. Promotional privileges for Manufacturing

of container and paper

box

Manufacturing of products from paper

tissue


tissue


tissue

Manufacturing of pulp or

Paper material

3. The significant conditions to follow are

3.1 Plant to be located at Lamphun Rayong Chonburi Chonburi Rayong 4. Promotional Privileges


8 years (Until 5 January 2018)

8 years (Until 2 May

2018)

8 years (Until 8

September 2019)

7 years (Until 5

September 2020)

Not yet commenced


Granted Granted Granted Granted Granted


Already ended

- - Already ended

-

5. Date of first earning operating

6 January 2010

3 May 2010 9 September 2011

6 September 2013

Not yet commenced

- Translation -

29


Details Subsidiary - Dai-Ichi Packaging Co., Ltd.

Subsidiary - President Flour Mills Co., Ltd.

1. Certificate No. 1855(2)/2555 1044(2)/2555 Dated 6 July 2012 19 January 2012 2. Promotional privileges for Manufacturing of plastic

products or products with plastic coat

Manufacturing of wheat flour

3. The significant conditions to follow are 3.1 Plant to be located at Chachoengsao Rayong 4. Promotional Privileges


7 years (Until 29 June 2021)

Already ended


Granted -


Already ended -

5. Date of first earning operating 30 June 2014 23 June 2014

- Translation -

30

22. Shareholder Information 22.1 Number of shareholders

As of 16 October 2017

Number of

shareholders Number of

shares

Percentage of Paid up capital

1) Strategic shareholders 49 251,279,572 76.21 1.1 Directors, managers, managements and relatives 35 69,161,738 20.98 1.2 Shareholders who own more than 5 percent of

total shares (including relatives) 14 182,117,834 55.24 1.3 Controlling Shareholder - - -

2) Minority Shareholder (Not less than 1 basis) 1,651 78,416,186 23.78 3) Minority Shareholder (less than 1 basis) 308 8,256 0.00 Total common shareholders 2,008 329,704,014 100.00

22.2 Major shareholders

As of 16 October 2017

Shareholders(1) Number of Shares Percentage of Paid Up Capital

1. Saha Pathana Inter-Holding PCL 82,623,102 25.06

2. NISSIN FOODS HOLDINGS CO., LTD. (2) 53,470,044 16.22

3. Punsak-Udomsin Group(3) 51,948,041 15.76

3.1. Mr. Weeraphat Punsak-Udomsin 21,751,334 6.60

3.2. UNICENTRAL CO.,LTD. 7,602,387 2.31

3.3. UNIVERSE BEAUTY CO.,LTD. 5,521,076 1.67

3.4. UNIFUNDS CO.,LTD. 3,161,166 0.96

3.5. UNIWEALTH CO.,LTD. 3,027,820 0.92

3.6. UNICHAMP CO.,LTD. 2,927,128 0.89

3.7. Mr. Karmthon Punsak-Udomsin 2,668,946 0.81

3.8. U.B. CHEMICAL INDUSTRY CO.,LTD. 1,992,248 0.60

3.9. Miss Phawinee Punsak-Udomsin 739,638 0.22

3.10. Mrs. Oraphin Punsak-Udomsin 739,638 0.22

javascript:showCompanyProfile('0105508002056','1')



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31


3.11. Mr. Thanapon Punsak-Udomsin 739,638 0.22

3.12. Mrs. Orathai Thongmeeakhom 739,638 0.22

3.13. Miss Ratiporn Punsak-Udomsin 295,855 0.09

3.14. THAI ARCHE COSMETICS CO.,LTD. 23,364 0.01

3.15. UNIQUE FASHION CO.,LTD. 13,113 0.00

3.16. UNIFIELD CO.,LTD. 2,538 0.00

3.17. UNISOIL CO.,LTD. 1,331 0.00

3.18. BORNEO WORLD CO.,LTD. 1,183 0.00

4. Paniangvait Group (3) 49,534,804 15.02

4.1. Mr. Pipat Paniangvait 24,644,663 7.47

4.2. Mr. Petch Paniangvait 3,081,088 0.93

4.3. Miss Pojjanee Paniangvait 3,000,923 0.91

4.4. Mr. Pun Paniangvait 2,965,331 0.90

4.5. Miss Pojjana Paniangvait 2,961,510 0.90

4.6. Mr. Poj Paniangvait 2,958,552 0.90

4.7. Miss Photjanart Paniangvait 2,958,551 0.90

4.8. Mrs. Wanthanee Charoensetthasilp 2,958,551 0.90

4.9. Mrs. Rattana Paniangvait 1,658,955 0.50

4.10. Jim’s Group Co.,Ltd 1,174,175 0.36

4.11. Miss Phennapha Peechapat 1,061,750 0.32

4.12. Mrs. Benjawan Paniangvait 52,967 0.02

4.13. Mrs. Suchada Paniangvait 52,918 0.02

4.14. Mr. Wiroj Lertpraphaphong 1,903 0.00

4.15. Mr. Sirawit Paniangvait 1,775 0.00

4.16. Miss Punnipa Paniangvait 1,192 0.00

5. Tatiyakavee Group (3) 29,385,440 8.91

5.1. Mr. Kamthorn Tatiyakavee 6,292,527 1.91

5.2. Mr. Kampol Tatiyakavee 4,091,432 1.24

5.3. Mrs. Wannee Tatiyakawee 4,075,176 1.24

5.4. Mr. Kamjorn Tatiyakavee 3,234,824 0.98

5.5. Mrs. Suphawadee Tatiyakawee 2,731,926 0.83

5.6. Mrs. Mayuree Tatiyakavee 2,632,075 0.80





- Translation -

32


5.7. Mr. Krisda Tatiyakawee 1,274,784 0.39

5.8. Mr. Kittimet Tatiyakawee 1,274,784 0.39

5.9. Mrs. Pussadee Adstamongkonkul 1,230,757 0.37

5.10. Mrs. Pissamai Chutima 1,097,021 0.33

5.11. Miss Nongyao Tatiyakavee 1,050,286 0.32

5.12. Miss Piradee Tatiyakavee 199,702 0.06

5.13. Miss Somruethai Rotloedjanya 199,702 0.06

5.14. Mrs. Saruntorn Chutima 444 0.00

6. Chokwatana Group (3) 8,710,388 2.64

6.1. CHOKWATTANA CO.,LTD. 5,062,643 1.54

6.2. Mr. Boonsithi Chokwatana 3,004,301 0.91

6.3. Miss Dhaninthorn Chokwatana 295,855 0.09

6.4. HLANPU CO.,LTD. 109,860 0.03

6.5. Mr. Boonchai Chokwatana 73,964 0.02

6.6. WATSADORAMAI CO.,LTD. 73,964 0.02

6.7. BOONWATANACHOK CO.,LTD. 53,311 0.02

6.8. I.D.F. CO.,LTD. 23,729 0.01

6.9. Mr. Boonkiet Chokwatana 8,469 0.00

6.10. Mr. Pipope Chokvathana 2,959 0.00

6.11. Mr. Vathit Chokwatana 888 0.00

6.12. Mr. Piranart Chokwatana 445 0.00

7. Saha Pathanapibul PCL 6,431,151 1.95

8. I.C.C. International PCL 5,415,628 1.64

9. Osathanugrah Group(3) 3,489,168 1.06

9.1. Mr. Niti Osathanugrah 3,334,336 1.01

9.2. BANGKOK RINVEST COMPANY LIMITED 118,342 0.04

9.3. Mrs. Somporn Osathanugrah 36,490 0.01

10. Thanayongpibul Group(3) 2,230,233 0.68

10.1. Mr. Kraiyong Thanayongpibul 895,478 0.27

10.2. Mrs. Wassana Thanayongpibul 317,799 0.10

10.3. Mr. Suwat Thanayongpibul 254,239 0.08

10.4. Mr. Suwit Thanayongpibul 254,239 0.08

- Translation -

33


10.5. Mr. Sukit Thanayongpibul 254,239 0.08 10.6. Mrs. Sudaporn Tumsatan 254,239 0.08

Total 293,237,999 88.94

Remark: (1) Exclude the shareholding of Thai NVDR Company Limited totaling 3,643,579 shares, equivalent to 1.11 per cent of paid up capital.

(2) NISSIN FOODS HOLDINGS CO., LTD is the public company and listed in Tokyo Stock Exchange, Inc., (“TSE”), Japan. The ticker code is 2897. As of 31 March 2017, top five major shareholders are as follows;

Shareholders Number of Shares (‘000)

Percentage of Outstanding Shares

Ando Foundation 7,904 7.59 Mitsubishi Corp. 7,800 7.49 ITOCHU Corp. 5,400 5.19 Ando International Y.K. 3,946 3.79 State Street Bank and Trust Company 3,729 3.58

(3) Groups of shareholders are classified by the Company, which the grouping method is based on family name, direct relatives of such person i.e. father, mother, and spouse, and company that aforementioned person hold more than 50 per cent.

22.3 Foreign shareholders

As of 16 October 2017, company has 27 foreign shareholders which own 57,086,239 shares or 17.31 percent of paid up capital.

Remark: The Company has a limitation on the percentage of equity shares held by foreign shareholders as stipulated in the Articles of Association, Article 11:

“Transfer of shares of the Company shall be made without restrictions except where such transfer of shares will result in the Company’s non-Thai shareholdings exceeding 30 per cent of the total number of the paid-up capital.”

23. Board of Directors

As of 16 October 2016, Board of Directors consists of 15 directors as followed;

Name Position Start Date 1. Mr. Boonsithi Chokwatana Chairman of the Board 16 October 2017 2. Mr. Pipat Paniangvait Vice Chairman / Chief Executive Officer 16 October 2017 3. Mr. Suchai Ratanajiajaroen Vice Chairman 16 October 2017 4. Mr. Karmthon Punsak-Udomsin Vice Chairman 16 October 2017

- Translation -

34

Name Position Start Date 5. Dr. Poj Paniangvait Director / President 16 October 2017 6. Mr. Kamthorn Tatiyakavee Director 16 October 2017 7. Mr. Apichart Thammanomai Director 16 October 2017 8. Mr. Boonchai Chokwatana Director 16 October 2017 9. Mr. Vathit Chokwatana Director 16 October 2017 10. Miss Pojjana Paniangvait Director / Assistance Vice President 16 October 2017 11. Dr. Kulpatra Sirodom(1) Independent Director / Chairman of the

Audit Committee 16 October 2017

12. Thanpuying Angkab Punyashthiti

Independent Director / Member of the Audit Committee

16 October 2017

13. Mr. Chaiwat Maraprygsavan Independent Director / Member of the Audit Committee

16 October 2017

14. Prof. Dr. Visith Chavasit Independent Director 16 October 2017 15. Mr. Saroj Chayavivatkult Independent Director 16 October 2017

Remark: (1) Dr. Kulpatra Sirodom is knowledgeable and experienced in accounting and financial field.

24. Audit Committee

Board of Directors meeting No. 1/2017 held on 16 April 2017 passed a resolution appointing the audit committee as follows;

Name Position 1. Dr. Kulpatra Sirodom Chairman of the Audit Committee 2. Thanpuying Angkab Punyashthiti Member of the Audit Committee 3. Mr. Chaiwat Maraprygsavan Member of the Audit Committee

Miss Ariya Tangcheevinsirikul , manager of Internal Audit Department, is the Secretary of the Audit Committee.

Scope of Authorities, Duties, and Responsibilities of Audit Committee

(1) Review the Company’s financial reporting process to ensure accuracy and adequacy; (2) Review the Company’s internal control system and internal audit system to ensure that

they are suitable and efficient, to determine an internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit;

(3) Review the performance of the Company to ensure its compliance with the Securities and Exchange Act, the regulations of the SET or the laws relating to the business of the Company;

- Translation -

35

(4) Consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year;

(5) Review connected transactions, or transactions that may lead to conflicts of interest, to ensure that they are in compliance with the laws and the SET’s regulations, and are reasonable and primarily benefit the Company;

(6) The committee shall prepare an annual written report of information, signed by the Committee Chairman, for use in the Company’s annual report, including the following:

a) An opinion on the preparation and information disclosure of the Company’s financial report and its accuracy, completeness and creditability;

b) An opinion on the adequacy of the Company’s internal control system; c) An opinion on the compliance with the Public Limited Companies Act,

Securities and Exchange Act, SET and SEC listing rules as well as other laws pertaining to the Company’s business;

d) An opinion on the suitability of an external auditor; e) An opinion on the transactions that may lead to conflicts of interests; f) The number of Committee meetings, and the attendance of such meetings

by each committee member; g) An opinion or overview comment by the Committee of its performance of

duties in accordance with the Committee Charter; h) Other matters deemed necessary to report to shareholders and investors

under the scope of authorities, duties, and responsibilities as assigned by the Board of the Directors

(7) When under duties, if Audit Committee finds that, or suspects to have found that, there are following transactions or following acts that may cause significant impact on financial position and financial result of the Company, it shall report to the Board of Directors, who shall take further actions to amend and improve such transactions or acts within the period that Audit Committee deems appropriated.

a) Transactions that lead to conflicts of interests b) Corruptions, irregularities, or significant defectives in the internal control

system c) Violations of the securities and exchange laws, the regulations of the SET,

or the laws relating to the business of the Company. If the Board of Directors or the management fails resolve within the time limit, one member of the Audit Committee might report such transactions or actions the Securities and Exchange Commission or the Stock Exchange of Thailand.

(8) Provide support and take follow-up actions to ensure that the Company has an effective risk management system.

- Translation -

36

(9) Amend and adjust the Charter of the Audit Committee and propose to the Board of Directors for approval.

(10) To perform any other acts assigned by the Board of Directors, concurred upon by the Audit Committee and empowered by virtue of the Company regulation and laws.

(11) Consider the anti-corruption policy or review the appropriateness of changes in anti-corruption policy received from managing directors in order to ensure that it is suitable with the business model, organization environment, organization culture, and proposed to the Board of Directors for approval.

(12) Evaluate the risk of potential corruption within the Company according internal control report, and consider the Anti-Corruption Policy to minimize any events of corruption which may impact financial status and operating performance, as well as to be suitable with business operation of the Company

(13) Accept whistle blowing related to the Company’s employees, review and purpose to the Board of Directors for punishment or resolve such issues.

Terms of the Audit Committee 1. Chairman of the Audit Committee 1 year 2. Audit Committee Member 1 year

25. Listing Conditions

- None

26. Silent Period

- None

27. Relaxation

- None

28. Others (If any)

The Amalgamation in accordance with the PLCA resulted in the Company being formed, which assumed all assets, liabilities, obligations, rights, duties, and responsibilities of TF and PR by operation of law, including shares in PB amounting to no less than 46.90 per cent of total shares with voting rights in PB which are originally held by TF and PR prior to the registration of the amalgamation, which will exceed the trigger point for making a tender offer for all securities in PB in accordance with Notification TorChor. 12/2554. However, the Business Takeover Panel, the Office of Securities and Exchange Commission has granted a waiver to the Company on the requirement to make a tender offer for all securities in PB on 13 March 2017. As such, the Company does not require to make a tender offer of PB shares. The aforementioned waiver is effective from the date that TF and PR shareholders approved the Amalgamation or 25 April 2017. The company is required to acquire PB share within 6 months after that date and to submit

- Translation -

37

the Report on Acquisition or Disposition of Securities (Form 246 – 2) to the SEC within 3 business days after the acquisition.

29. Statistic Summary

Thai President Foods Public Company Limited

Pro Forma Consolidated

Financial Information (1)

Sale Revenue

Net Income(2)

Net Income(2)

Book Value (2)

Dividend Paid (4)

Payout Ratio (5)

THB mm THB/Share(1) Per cent

2015 19,950 2,559 7.76 49.19 3.16 40.68%

2016 21,144 2,871 8.71 54.58 3.63 41.67% For the six-month periods ended 30 June 2016

10,074 1,335 4.05 - 1.87 46.27%

For the six-month periods ended 30 June 2017

10,331 1,359 4.12 56.78 1.98 48.15%

Remark: (1) Pro forma consolidated financial information for the years ended 31 December 2015 and 2016, and for the six-month periods ended 30 June 2016 and 2017 which the auditor conducted an engagement in accordance with Thai Standard on Assurance Engagements (TSAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus. The pro forma consolidated financial information has been prepared based on financial information of TF and PR to illustrate the financial information as if the amalgamation of TF and PR had taken place since 1 January 2015.

(2) Portion that attributable to equity owners of the Company (3) Par value is THB 1.00 per share. (4) Calculated from total dividend of TF and PR and total number of share of TFMAMA (5) Calculated from total dividend of TF and PR and profit attributable to equity holders of the

Company from Pro Forma Consolidated Financial Statements

- Translation -

38

Thai President Foods Public Company Limited Pro Forma Consolidated Statement of Financial Position

(Unit: THB mm)

Unaudited Pro Forma Consolidated Statement of Financial Position (1)

As at As at As at

31 Dec 2015 31 Dec 2016 30 June 2017

Amount % Amount % Amount %

Assets

Current assets

Cash and cash equivalents 1,583 6.41 2,445 8.96 4,370 15.60

Current investments 5,228 21.17 4,529 16.60 3,090 11.03 Trade and other receivables 3,077 12.46 3,250 11.91 3,163 11.30 Short-term loan to related company 1 0.00 1 0.00 1 0.00 Inventories 1,226 4.97 1,223 4.48 1,482 5.29 Other current assets 73 0.30 68 0.25 87 0.31

Total current assets 11,188 45.31 11,516 42.20 12,193 43.53

Non-current assets

Restricted bank deposit 36 0.15 36 0.13 36 0.13

Investments in associates 1,322 5.36 1,428 5.23 1,454 5.19 Investments in other companies 147 0.60 145 0.53 153 0.55 Other long-term investments 3,761 15.23 4,413 16.17 4,574 16.33 Advance payment for investments in related parties

91 0.37 101 0.37 82 0.29

Investment properties 81 0.33 100 0.37 98 0.35 Property, plant and equipment 7,788 31.54 9,389 34.42 9,252 33.03 Down payment for purchase of machinery

109 0.44 16 0.06 4 0.01

Other intangible assets 47 0.19 46 0.17 45 0.16 Leasehold rights 1 0.00 1 0.00 1 0.00 Goodwill 10 0.04 10 0.04 10 0.04 Deferred tax assets 83 0.34 66 0.24 74 0.26 Other non-current assets 25 0.10 19 0.07 36 0.13

Total non-current assets 13,501 54.69 15,770 57.80 15,819 56.47

Total assets 24,690 100.00 27,286 100.00 28,012 100.00

- Translation -

39

Thai President Foods Public Company Limited Pro Forma Consolidated Statement of Financial Position (continued)

(Unit: THB mm)


As at As at As at

31 Dec 2015 31 Dec 2016 30 June 2017

Amount % Amount Amount %

Liabilities and shareholders' equity

Current liabilities

Short-term loans from financial institution

30 0.12 - - - -

Trade and other payables 1,789 7.25 1,870 6.85 1,720 6.14 Current portion of liabilities under finance lease agreements

108 0.44 104 0.38 90 0.32

Income tax payable 196 0.79 236 0.86 223 0.80 Accrued bonus 140 0.57 158 0.58 189 0.67 Accrued dividend 2 0.01 2 0.01 2 0.01 Advance receipt from non-controlling interests for investments in a subsidiary

21 0.09 20 0.07 17 0.06

Other accrued expenses 364 1.47 375 1.37 314 1.12 Other current liabilities 87 0.35 85 0.31 55 0.20

Total current liabilities 2,737 11.08 2,850 10.44 2,610 9.32

Non-current liabilities

Liabilities under finance lease agreements - net of current portion

136 0.55 124 0.45 118 0.42

Long-term loans from directors 77 0.31 84 0.31 101 0.36

Long-term loans from employees 34 0.14 45 0.17 43 0.15 Provision for long-term employee benefits

758 3.07 812 2.98 864 3.08

Other non-current liabilities 2 0.01 60 0.22 60 0.21

Total non-current liabilities 1,007 4.08 1,125 4.12 1,186 4.23

Total liabilities 3,744 15.16 3,975 14.57 3,796 13.55

- Translation -

40

Thai President Foods Public Company Limited Pro Forma Consolidated Statement of Financial Position (continued)

(Unit: THB mm)


As at As at As at

31 Dec 2015 31 Dec 2016 30 June 2017

Amount % Amount Amount %

Liabilities and shareholders' equity (continued)

Shareholders' equity

Share capital Registered share capital 330 1.34 330 1.21 330 1.18

Issued and fully paid-up share capital 330 1.34 330 1.21 330 1.18

Share premium 713 2.89 713 2.61 713 2.55

Retained earnings

Appropriated - statutory reserve 39 0.16 39 0.14 39 0.14

Unappropriated 15,151 61.37 16,842 61.73 17,543 62.63

Other components of shareholders' equity (14) (0.06) 70 0.26 96 0.34

Equity attributable to owners of the New Company

16,219 65.69 17,994 65.95 18,721 66.83

Non-controlling interests of the subsidiaries 4,727 19.14 5,317 19.49 5,495 19.62

Total shareholders' equity 20,946 84.84 23,311 85.43 24,216 86.45

Total liabilities and shareholders' equity 24,690 100.00 27,286 100.00 28,012 100.00


- Translation -

41

Thai President Foods Public Company Limited Pro Forma Consolidated Statement of Income

(Unit: THB mm)

Pro Forma Consolidated Statement of Income

(Unaudited) (1)

For the year ended For the six-month period ended

31 Dec 2015 31 Dec 2016 30 June 2016 30 June 2017

Amount % Amount % Amount % Amount %

Revenues

Sales 19,950 98.17 21,144 98.21 10,074 98.15 10,331 97.44 Other income 371 1.83 385 1.79 190 1.85 271 2.56

Total revenues 20,321 100.00 21,529 100.00 10,264 100.00 10,602 100.00

Expenses

Cost of sales 13,296 65.43 13,969 64.88 6,664 64.93 6,890 64.99

Selling expenses 1,398 6.88 1,410 6.55 684 6.66 703 6.63

Administrative expenses 1,922 9.46 2,023 9.40 990 9.64 1,065 10.05

Total expenses 16,616 81.77 17,402 80.83 8,338 81.23 8,658 81.67

Profit before share of profit from investments in associates, finance cost and income tax expenses

3,705 18.23 4,127 19.17 1,926 18.77 1,944 18.33

Share of profit from investments in associates

139 0.68 192 0.89 71 0.69 92 0.87

Profit before finance cost and income tax expenses

3,844 18.92 4,319 20.06 1,997 19.46 2,036 19.20

Finance cost (24) (0.12) (19) (0.09) (10) (0.10) (9) (0.08)

Profit before income tax expenses

3,820 18.80 4,300 19.97 1,987 19.36 2,027 19.12

Income tax expenses (371) (1.83) (405) (1.88) (184) (1.79) (206) (1.95)

Profit for the year / period 3,449 16.97 3,895 18.09 1,803 17.57 1,821 17.17

- Translation -

42

Thai President Foods Public Company Limited Pro Forma Consolidated Statement of Income (continued)

(Unit: THB mm)

Pro Forma Consolidated Statement of Income

(Unaudited) (1)

For the year ended For the six-month period ended

31 Dec 2015 31 Dec 2016 30 June 2016 30 June 2017

Amount % Amount % Amount % Amount %

Profit attributable to:

Equity holders of the Company 2,558 12.59 2,871 13.34 1,335 13.01 1,359 12.82

Non-controlling interests of the subsidiaries

891 4.38 1,024 4.75 468 4.56 462 4.36

Earnings per share

Basic earnings per share

Profit attributable to equity holders of the Company

7.76 8.71 4.05 4.12


- Translation -

43

Prepared by


TFMAMA certifies that information reported in this information memorandum is correct

- Mr. Suchai Ratanajiajaroen - - Mr. Poj Paniangvait -

(Mr. Suchai Ratanajiajaroen) (Mr. Poj Paniangvait)

Authorized Director Authorized Director


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