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TOYO-THAI CORPORATION PUBLIC COMPANY LIMITED INTERIM CONSOLIDATED AND COMPANY FINANCIAL INFORMATION (UNAUDITED) 30 SEPTEMBER 2014

AUDITOR’S REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION To the Board of Directors and Shareholders of Toyo-Thai Corporation Public Company Limited I have reviewed the accompanying consolidated and company statements of financial position as at 30 September 2014, the related consolidated and company statements of comprehensive income for the three-month and nine-month periods then ended, the related consolidated and company statements of changes in shareholders’ equity and cash flows for the nine-month periods then ended, and condensed notes to interim financial information of Toyo-Thai Corporation Public Company Limited and its subsidiaries, and of Toyo-Thai Corporation Public Company Limited respectively. Management is responsible for the preparation and presentation of this interim financial information in accordance with Thai Accounting Standard 34 “Interim Financial Reporting”. My responsibility is to express a conclusion on this interim financial information based on my review. Scope of review I conducted my review in accordance with Thai Standard on Review Engagements 2410 “Review of interim financial information performed by the independent auditor of the entity”. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Thai Standards on Auditing and consequently does not enable me to obtain assurance that I would become aware of all significant matters that might be identified in an audit. Accordingly, I do not express an audit opinion. Conclusion Based on my review, nothing has come to my attention that causes me to believe that the interim financial information is not prepared, in all material respects, in accordance with Thai Accounting Standard 34 “Interim Financial Reporting”. Vichien Khingmontri Certified Public Accountant (Thailand) No. 3977 PricewaterhouseCoopers ABAS Ltd. Bangkok 14 November 2014

Toyo-Thai Corporation Public Company Limited

Statement of Financial Position

As at 30 September 2014

RestatedUnaudited Audited Unaudited Audited

30 September 31 December 30 September 31 December2014 2013 2014 2013

Notes Baht’000 Baht’000 Baht’000 Baht’000Assets

Current assets

Cash and cash equivalents 6 1,036,927 2,387,667 232,926 1,636,656Temporary investments 4,050 - - -Trade accounts receivable

- related parties 7, 9 27 4,457 2,663,798 516,563- third parties 7 2,540,643 2,343,177 2,069,165 1,403,523

Accounts receivable from operation power plant 51,763 81,205 - -Financial assets due within one year 80,789 75,721 - -Unbilled contract revenue

- related parties 8.1 91,211 90,964 1,396,185 2,060,037- third parties 8.2 4,268,891 3,113,771 2,889,143 2,695,577

Other accounts receivable - related parties 9 56 746 8,191 116,437- third parties 198,494 265,089 109,692 48,323

Construction in progress- related party 9 130,578 55,861 130,578 55,861- third parties 1,493,950 1,090,963 1,454,940 1,070,446

Advance payments to sub-contractors- related parties 9 - - 78,505 449,106- third parties 1,907,533 222,269 105,005 213,667

Advance payment for shares subscription 9 - 66,290 - -Retention receivable - due with in one year

- related parties 9 46,285 - 46,285 -Loans to related parties - due within one year 9 1,526 - 64,461 98,033Loan to third party 10 32,373 - - -Interest receivable from loan to related parties 9 157 - 19,047 3,481Withholding income tax 44,442 2,500 43,423 338Input tax refundable 168,954 60,808 139,409 56,586Other current assets 105,680 62,026 24,392 32,873

Total current assets 12,204,329 9,923,514 11,475,145 10,457,507

Non-current assets

Deposits at financial institution pledged as collateral 129,493 - - -Retention receivable

- related parties 9 - 45,822 - 45,822- third parties - 19,075 - 19,075

Held-to-maturity investments 75 75 75 75Loans to related parties 9 12,974 - 35,000 35,000Financial assets due over one year 5,128,557 3,530,264 - -Investment in subsidiaries, net 11 - - 1,410,586 1,327,726Investment in associate, net 12 95,649 67,061 62,500 62,500Interest in joint venture 13 8,379 7,797 - -General investment 673,440 673,440 673,440 673,440Spare parts 149,909 109,130 - -Property, plant and equipment, net 14.1 301,514 282,164 80,535 85,904Intangible assets, net 14.2 24,546 20,697 23,713 20,419Goodwill 11 4,066 - - -Deferred tax assets 61,280 125,612 22,569 19,605Other non-current assets 51,572 47,719 25,639 31,384

Total non-current assets 6,641,454 4,928,856 2,334,057 2,320,950

Total assets 18,845,783 14,852,370 13,809,202 12,778,457

Consolidated Company

The notes to the interim consolidated and company financial information on pages 13 to 37 are an integral part of thesefinancial information.

2




Restated

Unaudited Audited Unaudited Audited

30 September 31 December 30 September 31 December

2014 2013 2014 2013

Notes Baht’000 Baht’000 Baht’000 Baht’000

Liabilities and shareholders’ equity

Current liabilities

Short-term loan from financial institutions 15 2,426,426 933,671 2,426,426 933,671

Trade accounts payable

- related parties 9 - - 25,953 34,949

- third parties 2,616,381 1,715,571 2,129,142 1,262,816

Other accounts payable - third parties 41,399 41,560 40,049 40,253

Short-term loans from related party 9 - - 227,613 -

Retention payable to sub-contractors 156,770 88,085 156,503 87,813

Accrued construction costs 2,862,495 4,010,447 1,896,938 3,580,104

Advances received from customers

under construction contract

- related party 9 - - 124,238 372,434

- third parties 2,777,380 680,997 514,975 591,443

Deferred construction revenue

- related parties 8.3 - - - 252,052

- third parties 8.4 2,919 901,976 2,919 430,514

Corporate income tax payable 18,444 34,169 13,031 9,375

Accrued expenses 126,867 77,749 101,945 84,637

Other current liabilities 139,716 75,397 104,815 39,727

Total current liabilities 11,168,797 8,559,622 7,764,547 7,719,788

Non-current liabilities

Debentures, net 17 997,136 - 997,136 -

Deferred income 20 147,965 148,800 - -

Deferred tax liabilities 76,861 106,289 119 -

Employee benefits obligation 16 109,568 100,574 107,078 98,049

Total non-current liabilities 1,331,530 355,663 1,104,333 98,049

Total liabilities 12,500,327 8,915,285 8,868,880 7,817,837

Company


Consolidated

3




Restated

Unaudited Audited Unaudited Audited

30 September 31 December 30 September 31 December

2014 2013 2014 2013

Baht’000 Baht’000 Baht’000 Baht’000

Liabilities and shareholders’ equity (Cont’d)

Shareholders’ equity

Share capital

Authorised share capital

Ordinary shares 560,000,000 shares

of par 1 Baht each 560,000 560,000 560,000 560,000

Issued and paid-up share capital

Ordinary shares 560,000,000 shares

of par 1 Baht each 560,000 560,000 560,000 560,000

Premium on share capital 2,905,497 2,905,497 2,905,497 2,905,497

Retained earnings

Appropriated - legal reserve 56,000 56,000 56,000 56,000

Unappropriated 1,751,812 1,702,766 1,451,414 1,492,637

Premium on share capital from share-based payment 23,188 - 23,188 -

Discount from dilution of investment in subsidiary (44,549) - - -

Other components of shareholders’ equity (2,535) 51,964 (55,777) (53,514)

Equity attributable to owners of the parent 5,249,413 5,276,227 4,940,322 4,960,620

Non-controlling interests 1,096,043 660,858 - -

Total shareholders’ equity 6,345,456 5,937,085 4,940,322 4,960,620

Total liabilities and shareholders’ equity 18,845,783 14,852,370 13,809,202 12,778,457



4


Statement of Comprehensive Income (Unaudited)

For the three-month period ended 30 September 2014

Restated

2014 2013 2014 2013


Revenues

Construction and service revenues 5 3,637,450 4,007,674 3,162,416 3,625,773

Construction revenues from

concession arrangement 445,151 410,659 - -

Revenues from operating the power plant 25,448 55,177 - -

Total revenues 4,108,049 4,473,510 3,162,416 3,625,773

Costs

Costs of construction and services (3,311,908) (3,645,798) (2,915,570) (3,288,239)

Costs of construction from concession arrangement (388,786) (382,686) - -

Costs of operating the power plant (20,664) (12,603) - -

Total costs (3,721,358) (4,041,087) (2,915,570) (3,288,239)

Gross profit 386,691 432,423 246,846 337,534

Other income 41,270 27,353 25,004 7,220

Gain(loss) on exchange rate, net (63,805) (11,248) 7,889 (409)

Administrative expenses (215,047) (239,134) (180,784) (198,201)

Share of profit (loss) of associate 5,008 (1,227) - -

Share of profit of joint venture 288 - - -

Profit before finance cost and income tax 154,405 208,167 98,955 146,144

Finance costs (24,121) (12,456) (24,533) (2,125)

Profit before income tax 130,284 195,711 74,422 144,019

Income tax expenses 19 (7,149) (22,936) (16,216) (28,820)

Profit for the period 123,135 172,775 58,206 115,199

Other comprehensive income (expense)

Exchange differences on translating

financial statements (8,891) 8,031 2,638 (5,415)


for the period, net of tax (8,891) 8,031 2,638 (5,415)

Total comprehensive income for the period 114,244 180,806 60,844 109,784

CompanyConsolidated


5


Statement of Comprehensive Income (Unaudited) (Cont'd)

For the three-month period ended 30 September 2014

Restated

2014 2013 2014 2013

Note Baht’000 Baht’000 Baht’000 Baht’000

Profit attributable to:

Owners of the parent 119,224 159,232 58,206 115,199

Non-controlling interests 3,911 13,543 - -

123,135 172,775 58,206 115,199

Total comprehensive income attributable to :



114,244 180,806 60,844 109,784

Earnings per share for the owners

of the parent

Basic earnings per share (Baht) 18 0.21 0.33 0.10 0.24



6


Statement of Comprehensive Income (Unaudited)

For the nine-month period ended 30 September 2014

Restated

2014 2013 2014 2013


Revenues

Construction and service revenues 5 13,166,394 10,690,309 11,011,448 10,601,946

Construction revenues from

concession arrangement 1,617,048 1,549,379 - -

Revenues from operating the power plant 189,139 55,177 - -

Total revenues 14,972,581 12,294,865 11,011,448 10,601,946

Costs

Costs of construction and services (12,409,427) (9,576,630) (10,081,855) (9,499,986)

Costs of construction from concession arrangement (1,388,003) (1,441,767) - -

Costs of operating the power plant (52,602) (13,661) - -

Total costs (13,850,032) (11,032,058) (10,081,855) (9,499,986)

Gross profit 1,122,549 1,262,807 929,593 1,101,960

Other income 130,975 64,218 54,341 12,730

Gain(loss) on exchange rate, net (120,465) 57,603 10,889 28,725

Administrative expenses (596,628) (538,267) (504,552) (455,920)

Share of profit of associate 12 15,503 3,554 - -

Share of profit of joint venture 13 582 - - -

Profit before finance cost and income tax 552,516 849,915 490,271 687,495

Finance costs (43,530) (14,644) (43,471) (2,125)

Profit before income tax 508,986 835,271 446,800 685,370

Income tax expenses 19 (62,995) (176,589) (96,035) (138,608)

Profit for the period 445,991 658,682 350,765 546,762


Exchange differences on translating

financial statements (60,446) 26,057 (2,263) (22,663)


for the period, net of tax (60,446) 26,057 (2,263) (22,663)

Total comprehensive income for the period 385,545 684,739 348,502 524,099



7


Statement of Comprehensive Income (Unaudited) (Cont'd)


Restated

2014 2013 2014 2013

Note Baht’000 Baht’000 Baht’000 Baht’000

Profit attributable to:



445,991 658,682 350,765 546,762

Total comprehensive income attributable to :


Non-controlling interests (990) 38,871 - -

385,545 684,739 348,502 524,099

Earnings per share for the owners

of the parent

Basic earnings per share (Baht) 18 0.79 1.32 0.63 1.14



8


Statement of Changes in Shareholders’ Equity (Unaudited)


Premium on Discount from

Issued and Unappropriated share capital dilution Premium Currency Total other Non-

paid-up share Premium on Legal retained from share-based of investment on dilution translation component Total owners controlling

capital share capital reserve earnings payment in subsidiary of investment differences of equity of the parent interest Total

Notes Baht’000 Baht’000 Baht’000 Baht’000 Baht’000 Baht’000 Baht’000 Baht’000 Baht’000 Baht’000 Baht’000 Baht’000

Opening balance at 1 January 2013 480,000 405,162 48,000 1,131,382 - - 9,411 (16,476) (7,065) 2,057,479 263,442 2,320,921

Effects from the adoption of new

accounting policy

- Service concession arrangements 3 - - - 64,548 - - - (189) (189) 64,359 39,751 104,110

Opening balance after adjustment 480,000 405,162 48,000 1,195,930 - - 9,411 (16,665) (7,254) 2,121,838 303,193 2,425,031

Dividend paid 21 - - - (354,788) - - - - - (354,788) - (354,788)

Total comprehensive income

for the period - - - 634,899 - - - 10,969 10,969 645,868 38,871 684,739

Increase share capital of subsidiary - - - - - - - - - - 290,797 290,797

Closing balance at 30 September 2013 480,000 405,162 48,000 1,476,041 - - 9,411 (5,696) 3,715 2,412,918 632,861 3,045,779

Opening balance at 1 January 2014 560,000 2,905,497 56,000 1,423,603 - - 9,411 (38,960) (29,549) 4,915,551 571,271 5,486,822

Effects from the adoption of new

accounting policy

- Service concession arrangements 3 - - - 279,163 - - - 81,513 81,513 360,676 89,587 450,263

Opening balance after adjustment 560,000 2,905,497 56,000 1,702,766 - - 9,411 42,553 51,964 5,276,227 660,858 5,937,085

Dividend paid 21 - - - (391,988) - - - - - (391,988) - (391,988)

Total comprehensive income

for the period - - - 441,034 - - - (54,499) (54,499) 386,535 (990) 385,545

Discount from dilution of

investment in subsidiary - - - - - (44,549) - - - (44,549) 44,549 -

Premium from share-based payment - - - - 23,188 - - - - 23,188 - 23,188

Increase share capital of subsidiary - - - - - - - - - - 391,626 391,626

Closing balance at 30 September 2014 560,000 2,905,497 56,000 1,751,812 23,188 (44,549) 9,411 (11,946) (2,535) 5,249,413 1,096,043 6,345,456

The notes to the interim consolidated and company financial information on pages 13 to 37 are an integral part of these financial information.

Consolidated

Attributable to owners of the parent

Other components of equity

Other comprehensive income

9


Statement of Changes in Shareholders’ Equity (Unaudited)


Other components

of equity

Issued and Unappropriated Premium on share Currency

paid-up share Premium on Legal retained capital from translation

capital share capital reserve earnings share-based payment differences Total

Note Baht’000 Baht’000 Baht’000 Baht’000 Baht’000 Baht’000 Baht’000

Opening balance at 1 January 2013 480,000 405,162 48,000 1,123,214 - (1,611) 2,054,765

Dividend paid 21 - - - (354,788) - - (354,788)

Total comprehensive income for the period - - - 546,762 - (22,663) 524,099

Closing balance at 30 September 2013 480,000 405,162 48,000 1,315,188 - (24,274) 2,224,076

Opening balance at 1 January 2014 560,000 2,905,497 56,000 1,492,637 - (53,514) 4,960,620

Dividend paid 21 - - - (391,988) - - (391,988)

Total comprehensive income for the period - - - 350,765 - (2,263) 348,502

Premium from share-based payment - - - - 23,188 - 23,188

Closing balance at 30 September 2014 560,000 2,905,497 56,000 1,451,414 23,188 (55,777) 4,940,322

The notes to the interim consolidated and company financial information on pages 13 to 37 are an integral part of these financial information.

Company

10


Statement of Cash Flows (Unaudited)


Restated2014 2013 2014 2013

Notes Baht’000 Baht’000 Baht’000 Baht’000Cash flows from operating activitiesProfit before income tax 508,986 835,271 446,800 685,370Adjustments

- Premium on share capital from share-based payment 23,188 - 23,188 -- Depreciation and amortisation 14 31,973 21,598 20,467 17,101- Gains from disposals of equipment - (37) - (37)- Unrealised gains from investment - (6) - (6)- Unrealised (gains) loss from exchange rate 31,863 (4,162) (414) 4,621- Interest income (128,225) (52,610) (53,253) (6,939)- Share of profit of associate 12 (15,503) (3,554) - -- Share of profit of joint venture 13 (582) - - -- Employee benefit expenses 16 9,160 10,353 9,029 10,269- Amortisation of deferred financing fee 17 410 - 410 -- Interest expenses 43,530 14,869 43,062 -

Cash flows before changes in operating assets and liabilities 504,800 821,722 489,289 710,379Changes in operating assets and liabilities

- Deposits at financial institution pledged as collateral - (38,295) - -- Temporary investments (4,050) 230,404 - 230,404- Trade accounts receivable (184,232) (58,160) (2,945,830) (440,262)- Accounts receivable from operation power plant 29,442 (58,995) - -- Financial assets (1,573,874) (1,684,124) - -- Unbilled contract revenue (1,155,367) (915,405) 1,086,573 (845,588)- Other accounts receivable 67,259 (74,569) (569,550) 12,565- Construction in progress (438,948) (894,198) (458,569) (894,047)- Advance payments to subsidiaries - - 372,022 (286,850)- Advance payments to sub-contractors (1,685,264) (117,652) 108,037 (107,503)- Withholding income tax (41,943) (7,896) (43,008) (5,778)- Input tax refundable (108,146) (39,089) (82,109) (21,834)- Other current assets (45,859) (28,805) 6,034 (23,934)- Retention receivable 18,612 - 18,612 (19,727)- Spare parts (40,779) (109,130) - -- Other non-current assets (3,852) (19,416) 5,742 (12,676)- Trade accounts payable 962,346 (183,892) 915,075 (164,136)- Other accounts payable (247) 3,514 (258) 3,861- Retention payable to sub-contractors 68,685 15,115 68,689 14,813- Accrued construction costs (1,186,708) 1,022,747 (1,683,166) 615,007- Advance received from customers

under construction contracts 2,093,557 (168,624) (334,954) (317,452)- Deferred construction revenue (899,057) 1,054,561 (679,647) 764,639- Accrued expenses 40,049 78,363 3,775 73,215- Other current liabilities 64,320 (24,161) 68,149 (19,228)- Deferred income (835) - - -- Employee benefit obligations - (114) - (114)

Cash used in operations (3,520,091) (1,196,099) (3,655,094) (734,246)- Interest paid (33,311) (14,483) (33,311) -- Income tax paid (123,560) (147,206) (91,438) (154,510)

Net cash used in operating activities (3,676,962) (1,357,788) (3,779,843) (888,756)



11


Statement of Cash Flows (Unaudited) (Cont’d)


Restated

2014 2013 2014 2013


Cash flows from investing activities

Deposits at financial institution pledged as collateral (129,820) - - -

Advance payment for shares subscription - (63,477) - -

Payment for additional paid-up shares in subsidiaries - - - (380,246)

Cash receipts from disposal investment in subsidiary 11 - - 200 -

Payment for purchase shares in associate 12 (13,119) - - -

Payment for general investment - (88,619) - (88,619)

Cash receipts from held to maturity investments - 19,926 - 19,926

Cash receipts from loan repayment in subsidiaries - - 38,499 -

Cash payment for loans to subsidiaries 9 - - (64,325) (89,181)

Cash payment for loans to joint venture 9 (14,500) - - -

Cash payment for loans to other party 10 (32,455) - - -

Proceeds from disposals of equipment - 323 - 323

Cash receipts from interest income 100,781 54,293 40,173 6,985

Purchases of plant and equipment (51,711) (61,928) (12,003) (30,808)

Purchases of intangible assets (7,180) (1,752) (6,374) (1,508)

Net cash used in investing activities (148,004) (141,234) (3,830) (563,128)

Cash flows from financing activities

Cash receipts from increase share capital in subsidiary 405,293 - - -

Cash payment to loan to financial institutions (856,343) - (856,343) -

Cash receipts from short-term loan from financial institutions 2,350,000 891,466 2,350,000 891,466

Cash receipts from short-term loan from related party - - 281,878 -

Cash receipts from issuing debentures 17 1,000,000 - 1,000,000 -

Cash payment for financing fee in issuing debenture 17 (3,274) - (3,274) -

Cash receipts from loan from shareholders - 392,384 - -

Dividend paid to shareholders 21 (391,988) (354,788) (391,988) (354,788)

Net cash generated from financing activities 2,503,688 929,062 2,380,273 536,678

Net decrease in cash and cash equivalents (1,321,278) (569,960) (1,403,400) (915,206)

Cash and cash equivalents at the beginning of the period 2,387,667 2,056,812 1,636,656 1,382,642

Exchange rate gains (loss) on cash and cash equivalents (29,462) 40,910 (330) 6,355

Cash and cash equivalents at the ending of the period 6 1,036,927 1,527,762 232,926 473,791

Non-cash items

Conversion of accounts receivable to share capital 11 - - 83,060 -

Accounts payable for purchases of equipment 31 324 31 324

Transfer advance of shares from related parties

to ordinary shares 66,290 - - -

Settle-off loan to related party with accounts payable

related party 9 - - 58,627 -

Settle-off loan from related party with accounts receivable

related party 9 - - 58,657 -


CompanyConsolidated

12

Toyo-Thai Corporation Public Company Limited Condensed Notes to Interim Financial Information (Unaudited) For the nine-month period ended 30 September 2014

13

1 General information Toyo-Thai Corporation Public Company Limited (the “Company”) is a public limited company incorporated and resident in Thailand. The addresses of their registered offices are Head Office: 159 Sermmit Tower Floor 28, Soi Sukhumvit 21, Asoke Road, Klong-Toeynua, Wattana, Bangkok, Thailand. Philippine Branch: Suite B, 5th Floor Builder’s Center, 170 Salcedo Street, Legaspi Village, Makati City. Qatar Branch: Al Emadi Building Area No.41, Street No.230 Building No.233 1st Floor, Office No.8 P.O.Box 55420 Doha. The Company is listed on the Stock Exchange of Thailand. For reporting purposes, the Company and its subsidiaries are referred to as the Group. These interim consolidated and company financial information were authorised by the Board of Directors on 14 November 2014. These interim consolidated and company financial information has been reviewed, not audited.

2 Basis of preparation These interim consolidated and company financial information was prepared in accordance with Thai generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards issued under the Accounting Professions Act B.E. 2547, and the financial reporting requirements of the Securities and Exchange Commission. The primary financial information (i.e., statement of financial position, statement of comprehensive income, changes in shareholders’ equity and cash flows) are prepared in the full format as required by the Securities and Exchange Commission. The notes to the financial information are prepared in a condensed format according to Thai Accounting Standard 34, “Interim Financial Reporting” and additional notes are presented as required by the Securities and Exchange Commission under the Securities and Exchange Act. The interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2013. An English version of the consolidated and company interim financial information has been prepared from the interim financial information that are in the Thai language. In the event of a conflict or a difference in interpretation between the two languages, the Thai language interim financial information shall prevail.


14

3 Summary of accounting policies The accounting policies used in the preparation of the interim financial information are consistent with those used in the annual financial statements for the year ended 31 December 2013 except Service concession arrangements as stated in Note 3.1 and Goodwill, Share-based payment and Debentures as stated in Note 3.3 Revised accounting standards, revised financial reporting standards, interpretations of financial reporting standards and interpretations of accounting standard (collectively “the accounting standards”) being effective for the accounting periods beginning on or after 1 January 2014 TAS 1 (Revised 2012) Presentation of Financial Statements TAS 7 (Revised 2012) Cash Flow Statements TAS 12 (Revised 2012) Income taxes TAS 17 (Revised 2012) Leases TAS 18 (Revised 2012) Revenue TAS 19 (Revised 2012) Employee Benefits TAS 21 (Revised 2012) The Effects of Changes in Foreign Exchange Rates TAS 24 (Revised 2012) Related Party Disclosures TAS 28 (Revised 2012) Investments in Associates TAS 31 (Revised 2012) Interests in Joint Ventures TAS 34 (Revised 2012) Interim Financial Reporting TAS 36 (Revised 2012) Impairment of assets TAS 38 (Revised 2012) Intangible Assets TFRS 2 (Revised 2012) Share - based Payments TFRS 3 (Revised 2012) Business Combinations TFRS 5 (Revised 2012) Non-current Assets Held for Sale and Discontinued Operations TFRS 8 (Revised 2012) Operating Segments TFRIC 1 Changes in existing decommissioning, restoration and similar liabilities TFRIC 4 Determining whether an arrangement contains a lease TFRIC 5 Rights to interests arising from decommissioning, restoration and

environmental rehabilitation funds TFRIC 7 Applying the restatement approach under IAS 29 financial reporting in

hyperinflationary economies TFRIC 10 Interim financial reporting and impairment TFRIC 12 Service concession arrangementsTFRIC 13 Customer loyalty programmes TFRIC 17 Distributions of non-cash assets to owners TFRIC 18 Transfers of assets from customersTSIC 15 Operating leases - incentives TSIC 27 Evaluating the substance of transactions in the legal form of a lease TSIC 29 Service concession arrangements: DisclosureTSIC 32 Intangible assets - Web site costs From 1 January 2014, the Group has applied these accounting standards. The application of those accounting standards does not have significant impact to the interim financial information being presented except the adoption of TFRIC 12 “Service concession arrangements” (information of accounting policies for determining whether an arrangement contains a lease and for service concession arrangements is described in Note 3.1). The adoption of this interpretation has resulted in accounting records for certain contractual arrangements on power purchase agreements with Ministry of Electric Power of Myanmar. The Group has retrospectively applied this interpretation and the impact of the changes on the consolidated statements of financial position as at 31 December 2013 and the consolidated statements of income and comprehensive income for the three-month and nine-month periods ended 30 September 2013 is presented in 3.2


15

3 Summary of accounting policies (Cont’d)

3.1 Accounting policy for service concession arrangements according to TFRIC 12 A service concession arrangement is an arrangement involving an operator constructing and/or upgrading, operating and maintaining infrastructure used to provide a public service for a specified period of time. The operator is paid for its services over the period of the arrangement. The arrangement is governed by a contract that sets out performance standards, mechanisms for adjusting prices and arrangements for arbitrating disputes. The grantor controls (through ownership, beneficial entitlement or otherwise) any significant residual interest in the infrastructure at the end of the term of the arrangement. The Group, as the operator for constructing and operating infrastructure, recognises receivable arising from a service concession arrangement to the extent that it has an unconditional right to receive cash or another financial asset from or at the direction of the grantor, for the construction of concession assets. Receivable recognised as a result of the service concession arrangement are measured at fair value upon initial recognition. Revenue from construction services is recognised using the percentage of completion method. The stage of completion is measured by considering the physical inspection in accordance with the condition agreed with the customers. Revenue from service from operation power plant is recognised when the services have been rendered. The contractual obligation in commitment repair and maintenance such infrastructure which are not performed in order to improve the condition of infrastructure are measured and recognized based on the best estimation of expending to pay for the commitment as at the end of accounting period.

3.2 Effect from adoption for service concession arrangements according to TFRIC 12

The Group retrospectively applies adjustment for the adoption of TFRIC 12 Service concession arrangements. The impact of such adoption on the consolidated statements of financial position as at 31 December 2013, and the consolidated statements of comprehensive income for the three-month and nine-month periods ended 30 September 2013 is as follows: Consolidated Baht’000 Increase (decrease)

Statement of financial position as at 31 December 2013 - Unbilled sale electricity (26,308) - Accounts receivable from operating the power plant 81,205 - Other accounts receivable from third parties (87,198) - Property, plant and equipment, net (3,721,541) - Intangible assets, net (174,022) - Financial assets due within one year 75,721 - Construction in progress 877,365 - Financial assets due over one year 3,530,264 - Input tax refundable (1,315) - Deferred tax liabilities (103,907) - Retained earnings as at 1 January 2013 64,548 - Retained earnings as at 31 December 2013 279,163 - Other components of shareholders’ equity as at 1 January 2013 (189) - Other components of shareholders’ equity as at 31 December 2013 81,513 - Non-controlling interests as at 1 January 2013 39,751 - Non-controlling interests as at 31 December 2013 89,587


16

3 Summary of accounting policies (Cont’d) 3.2 Effect from adopting service concession arrangements according to TFRIC 12 (Cont’d)

Consolidated Baht’000 Increase (decrease)

Statement of comprehensive income for the three-month period ended 30 September 2013 - Construction revenues from concession arrangement 415,919 - Other income - Cost of construction and services

15,605398,906

- Selling and administrative expenses (13,814) - Income tax expenses 12,800 - Profit for the period 9,142 - Profit for non-controlling interests 23,004 - Basic earnings per share (Baht) 0.01 - Exchange difference on translating financial statements 13,475

Consolidated Baht’000 Increase (decrease)

Statement of comprehensive income for the nine-month period ended 30 September 2013 - Construction revenues from concession arrangement 1,554,639 - Other income - Costs of constructions and services

44,7141,456,668

- Selling and administrative expenses (77,450) - Income tax expenses 45,426 - Profit for the period 150,219 - Profit for non-controlling interests 40,267 - Basic earnings per share (Baht) 0.23 - Exchange difference on translating financial statements 13,772

3.3 New accounting policies

Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary undertaking at the date of acquisition. Goodwill on acquisitions of subsidiaries is separately reported in the consolidated statement of financial position. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose, and identified according to each operating segment.


17

3 Summary of accounting policies (Cont’d)

3.3 New accounting policies Share-based payments The Group operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted excluding the impact of any non-vesting conditions ( for example, the requirement for employees to save). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-marketing vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised. The grant by the company of options over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity. Debentures Debentures are recognised initially at the fair value, net of transaction costs incurred. Debentures are subsequently stated at amortised cost using the effective yield method; any difference between proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of debentures. Fees paid on the establishment of debentures facilities are recognised as transaction costs of the debentures to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent that there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

4 Estimates The preparation of interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing this interim financial information, the significant judgements made by management in applying the group’s accounting policies and the key sources of estimated uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2013.


18

5 Segment information Reporting segments are referred from the Group’s internal report which is reviewed by the Chief Operating Decision Maker (CODM). CODM is the President and Chief Executive Officer who makes decisions about resource allocation and assesses the segment performance. The Chief Operating Decision Maker considers the following reporting segments Consolidated Energy business Construction business

Projects providing services in

ThailandBaht’000

Projects providing

services overseas

Baht’000


ThailandBaht’000

Projects providing

services overseas

Baht’000 Total

Baht’000

For the three-month period ended 30 September 2014 Construction and service revenues - 25,448 1,662,203 2,420,398 4,108,049

Segment results - 4,784 164,919 216,988 386,691

Unallocated costs (263,556)

Net profit for the period 123,135

For the nine-month period ended 30 September 2014 Construction and service revenues - 189,139 5,189,994 9,593,448 14,972,581

Segment results - 136,537 492,856 493,156 1,122,549



Fixed assets 174,294 40,048 79,580 7,592 301,514

Consolidated total assets 190,758 5,827,310 9,461,647 3,366,068 18,845,783


19

5 Segment information (Cont’d) Consolidated Energy business Construction business


ThailandBaht’000

Projects providing

services overseas

Baht’000


ThailandBaht’000

Projects providing

services overseas

Baht’000 Total

Baht’000

For the three-month period ended 30 September 2013 (Restated) Construction and service revenues - 55,177 827,434 3,590,899 4,473,510

Segment results - 42,574 31,554 358,295 432,423



For the nine-month period ended 30 September 2013 (Restated) Construction and service revenues - 55,177 3,004,119 9,235,569 12,294,865

Segment results - 41,516 280,401 940,890 1,262,807



Fixed assets 183,708 5,419 78,521 5,099 272,747

Consolidated total assets 199,679 2,933,918 4,996,145 3,155,279 11,285,021 The Chief Operating Decision Maker considers the monthly performance of the reporting segments from profit before finance costs and income tax.

6 Cash and cash equivalents

Cash and cash equivalents as at 30 September 2014 and 31 December 2013 are as follows: Consolidated Company

30 September

201431 December

201330 September

2014 31 December

2013 Baht’000 Baht’000 Baht’000 Baht’000

Cash and cash at banks 1,012,740 861,346 232,926 386,656Fixed deposits not over 3 months 24,187 1,526,321 - 1,250,000

Cash and cash equivalents 1,036,927 2,387,667 232,926 1,636,656


20

7 Trade accounts receivable Outstanding trade accounts receivable as at 30 September 2014 and 31 December 2013 can be aged by due date as follows: Consolidated Company

30 September

201431 December

201330 September

2014 31 December


Related parties Not yet due 27 - 568,800 4,010Overdue - up to 3 months - - 131,400 508,096 - 3 - 6 months - 4,457 1,170,024 4,457 - 6 - 12 months - - 793,574 - - more than 12 months - - - -

Total 27 4,457 2,663,798 516,563 Consolidated Company Restated

30 September

201431 December

201330 September

2014 31 December


Third parties Not yet due 1,246,667 1,968,345 1,090,580 1,057,901Overdue - up to 3 months 822,465 281,286 822,465 281,286 - 3 - 6 months 384,516 50,562 95,586 49,664 - 6 - 12 months 17,741 87 17,741 - - more than 12 months 69,254 42,897 42,793 14,672

Total 2,540,643 2,343,177 2,069,165 1,403,523

8 Unbilled contracts revenue and deferred construction revenue

8.1 Unbilled contract revenue - related parties Consolidated Company Restated

30 September

201431 December

201330 September

2014 31 December


Contract costs to date 2,173,779 2,599,021 8,677,357 5,932,385Recognised profits to date 313,799 345,854 900,300 656,886

Contract costs incurred and recognised profits to date 2,487,578 2,944,875 9,577,657 6,589,271Less Progress billings (2,396,367) (2,853,911) (8,181,472) (4,529,234)

91,211 90,964 1,396,185 2,060,037


21

8 Unbilled contracts revenue and deferred construction revenue (Cont’d) 8.2 Unbilled contract revenue - third parties


30 September

201431 December

201330 September

2014 31 December


Contract costs to date 32,371,927 23,420,769 21,310,034 19,327,375Recognised profits to date 2,738,123 2,662,034 2,202,121 2,443,775


4,268,891 3,113,771 2,889,143 2,695,577

8.3 Deferred construction revenue - related parties


30 September

201431 December

201330 September

2014 31 December


Contract costs to date - - - 1,236,064Recognised profits to date - - - 126,205

Contract costs incurred and recognised profits to date - - - 1,362,269Less Progress billings - - - (1,614,321)

- - - (252,052) 8.4 Deferred construction revenue - third parties


30 September

201431 December

201330 September

2014 31 December


Contract costs to date 2,510,423 4,810,483 2,510,423 3,047,127Recognised profits to date 205,429 283,918 205,429 242,499


(2,919) (901,976) (2,919) (430,514)


22

9 Related party transactions Related parties are those parties connected with the Group and the Company through shareholders, common shareholders or directors. The significant investments in subsidiaries, associates and joint ventures are set out in notes 11, 12 and 13. As at 30 September 2014, the major shareholders are as follows:

% of shareholding

Toyo Engineering Corporation (incorporated in Japan) 22.29 Global Business Management Company Limited 6.90 Chiyoda Corporation (incorporated in Japan) 6.00 Italian Thai Development Public Company Limited 3.29 Others 61.52 The significant trading transactions with subsidiaries and related parties are as follows. These transactions are considered to be in the normal course of business based on the prices as agreed in related contracts. For the three-month period Consolidated Company ended 30 September 2014 2013 2014 2013 Baht’000 Baht’000 Baht’000 Baht’000Service income Subsidiaries - - 476,531 1,115,223Related parties - shareholder 1,960 126,132 1,960 126,132Associate 63 - 63 -

2,023 126,132 478,554 1,241,355

Interest income Subsidiaries - - 24,787 957Joint venture 201 - - -

201 - 24,787 957 Dividend paid Major shareholder 37,440 40,440 37,440 40,440Related parties - shareholders 27,190 30,075 27,190 30,075

64,630 70,515 64,630 70,515

Cost of construction and services Subsidiaries - - 562 6,879

- - 562 6,879

Director and management Remuneration Short-term employee benefits 16,539 18,741 14,553 14,260Post-employment benefits 618 939 423 484

17,157 19,680 14,976 14,744


23

9 Related party transactions (Cont’d)

For the nine-month period Consolidated Company ended 30 September 2014 2013 2014 2013 Baht’000 Baht’000 Baht’000 Baht’000

Service income Subsidiaries - - 2,288,076 2,495,575Related parties - shareholder 5,556 926,935 5,556 926,935Associate 63 4,629 63 4,629

5,619 931,564 2,293,695 3,427,139

Interest income Subsidiaries - - 48,440 957Joint venture 540 - - -

540 - 48,440 957

Dividend paid Major shareholder 87,360 95,352 87,360 95,352Related parties - shareholders 63,444 67,035 63,444 67,035

150,804 162,387 150,804 162,387

Cost of construction and services Major shareholder - 3,968 - 3,968Subsidiaries - - 6,201 362,562

- 3,968 6,201 366,530

Director and management remuneration Short-term employee benefits 76,264 60,221 69,878 51,577Post-employment benefits 2,302 2,227 1,292 1,452

78,566 62,448 71,170 53,029


24


Consolidated Company Restated

30 September

201431 December

201330 September

2014 31 December


Trade accounts receivable - related parties Subsidiaries - - 2,663,771 511,986Associate - 4,457 - 4,577Related party - shareholder 27 - 27 -

27 4,457 2,663,798 516,563

Others accounts receivable - related parties Subsidiaries - - 8,135 116,381Related party -shareholder 56 746 56 56

56 746 8,191 116,437

Construction in progress - related party Related party - shareholder 130,578 55,861 130,578 55,861

130,578 55,861 130,578 55,861

Advance payments to sub-contractors - related parties Subsidiaries - - 78,505 449,106

- - 78,505 449,106

Advance payment for share subscription Related party - 66,290 - -

- 66,290 - -

Interest receivable from loans

to related parties

Subsidiaries - - 19,047 3,481Joint venture 157 - - -

157 - 19,047 3,481

Retention receivable from

related parties

Current assets Associate 46,285 - 46,285 -Non-current assets Associate - 45,822 - 45,822

46,285 45,822 46,285 45,822


25



30 September

201431 December

201330 September

2014 31 December


Loans to related parties Current assets Subsidiaries - - 64,461 98,033Joint venture 1,526 - - - Non-current assets Subsidiaries - - 35,000 35,000Joint venture 12,974 - - -

14,500 - 99,461 133,033

Loans to related parties As at 30 September 2014, there were outstanding loans to subsidiaries. These consisted of a Baht 99.46 million (31 December 2013: Baht 133.03 million) are short-term loan granted to Toyo-Vietnam Corporation Limited of USD 2 million or equivalent to Baht 64.46 million which bears BIBOR (3 months) plus interest of 2.30 per annum and a long-term loan granted to Bio Natural Energy Co., Ltd. of Baht 35 million (31 December 2013 : Baht 35 million) which bears interest of 2.75% per annum. As at 30 September 2014, the outstanding loan to a joint venture of Baht 14.5 million is a long-term loan from Global New Energy Co., Ltd., a subsidiary, granted to Siam GNE Solar Energy Co., Ltd. This loan bears interest of 5.50% per annum. The interest payment are due every six months and the principal instalment repayments will start until 2024. The movements in loans to related parties can be analysed as follows: Consolidated CompanyFor the nine-month period ended 30 September 2014 Baht’000 Baht’000

Opening balance - 133,033Increase 14,500 64,325Decrease - (97,126)Losses on exchange rates - (771)

Ending balance 14,500 99,461 On 7 May 2014, the Company entered into the settle off agreement with Toyo-Vietnam Corporation Limited (TVC) of 1.32 million to make payment for construction to the Company of Baht 58.63 million.


26

9 Related party transactions (Cont’d) Consolidated Company Restated

30 September

201431 December

201330 September

2014 31 December


Trade accounts payable - related parties Subsidiaries - - 25,953 34,949

- - 25,953 34,949 Short-term loan from related party Subsidiary - - 227,613 -

- - 227,613 - Short-term loan from related party As at 30 September 2014, there was an outstanding short term loan Toyo Thai Power Holdings Pte., Ltd. (TTPHD), a subsidiary USD 7 million or equivalent to Baht 227.61 million. This loan bears interest at the rate of 2% per annum. The principal instalment repayments are due within one month from the date on which TTPHD calls or at any time within one month following advance notice from the Company given to TTPHD. The movements in loans from related parties can be analysed as follows: Consolidated CompanyFor the nine-month period ended 30 September 2014 Baht’000 Baht’000

Opening balance - -Increase - 281,878Decrease - (58,657)Gains on exchange rates - 4,392

Ending balance - 227,613 On 29 August 2014, the Company entered into the settle off agreement with Toyo Thai Power Holding Pte. Ltd. (TTPHD) of USD 1.8 million to made payment for feasibility in coal power plant at Myanmar to the Company of Baht 58.66 million.


30 September

201431 December

201330 September

2014 31 December


Interest payable from loan

from related party

Subsidiary - - 683 -

- - 683 -

Advance received from customers under construction contract - related party Subsidiary - - 124,238 372,434

- - 124,238 372,434


27

10 Loans to third party As at 30 September 2014, Toyo Thai New Energy Pte. Ltd., a subsidiary, granted a loan to another party of USD 1 million or equivalent to Baht 32.37 million which bears interest at 1.5 % per annum. The loan repayment is due within one year. The movements in loans to third party can be analysed as follows: Consolidated CompanyFor the nine-month period ended 30 September 2014 Baht’000 Baht’000

Opening balance - -Increase 32,455 -Exchange difference on translation (82) -

Ending balance 32,373 -


28

11 Investments in subsidiaries, net Investments in subsidiaries as at 30 September 2014 and 31 December 2013 are as follows: Company

Ownership interest Paid-up capital At cost

30 September

201431 December

2013 30 September

201431 December

201330 September

201431 December

2013 Countries Type of business % % Baht’000 Baht’000

Toyo-Vietnam Corporation Vietnam Constructions and USD USD engineering services 93.34 93.34 1,500,000 1,500,000 43,985 43,985 Bio Natural Energy Co., Ltd. Thailand Renewable energy Baht Baht development 70 70 5,000,000 5,000,000 3,500 3,500 Malaysian MalaysianToyo-Thai Malaysia Malaysia Constructions and Ringgit Ringgit SDN.BHD engineering services 100 100 750,000 750,000 7,593 7,593 Toyo-Thai Myanmar Myanmar Constructions and USD USD Corporation Co., Ltd. engineering services 90 90 300,000 300,000 8,465 8,465 Toyo-Thai USA Corporation USA Constructions and USD USD engineering services 80 80 50,000 50,000 1,233 1,233 Toyo-Thai Power Corporation Singapore Investment in USD USD Pte. Ltd. energy business 57.55 70.18 21,250,000 21,250,000 - - Toyo-Thai Power Myanmar Myanmar Electricity generating USD USD Corporation Co., Ltd. services 59.67 71.67 51,587,300 500,000 83,794 734


29

11 Investments in subsidiaries, net (Cont’d)

Company

Ownership interest Paid-up capital At cost

30 September

201431 December

2013 30 September

201431 December

201330 September

201431 December

2013 Countries Type of business % % Baht’000 Baht’000

Toyo-Thai Power Singapore Investment in USD USD Holdings Pte. Ltd. energy business 57.55 70.18 69,500,000 57,000,000 1,238,016 1,238,016 TT Solar Company Limited Thailand Investment in Baht energy business - 99.85 - 199,700 - 200 Global New Energy Co., Ltd. Thailand Renewable energy Baht Baht development 40 40 60,000,000 60,000,000 24,000 24,000 Toyo-Thai Solar Power Co., Ltd. Singapore Investment in USD USD energy business 57.55 70.18 3,000,000 3,000,000 - - Global New Energy Japan Co., Ltd. Japan Electric generating Yen - - - service 57.55 - 200,500,000 Toyo Thai New Energy Pte. Ltd Singapore Investment in renewable 57.55 - USD - - - energy business 1,100,000

Total 1,410,586 1,327,726Less Impairment - -

Investment in subsidiaries, net 1,410,586 1,327,726


30

11 Investments in subsidiaries, net (Cont’d) A summary of movements in investments in subsidiaries are as follows: CompanyFor the nine-month period ended 30 September 2014 Baht’000

Opening net book value 1,327,726

Increasing share capital in subsidiaries 83,060Disposal of investment in a subsidiary (200)

Closing net book value 1,410,586

Increase in share capital in Toyo Thai Power Myanmar Corporation Co., Ltd. As at 2 June 2014, the Company entered into a conversion of debt to equity with Toyo-Thai Power Myanmar Corporation Co., Ltd (TTPMC), a subsidiary. This subsidiary agreed to issue 510,873 shares at a par value of USD 100 per share at a price of USD 100 per share allotting 25,544 shares of USD 2.55 million to the Company and 485,329 shares of USD 48.53 million to Toyo-Thai Power Corporation Pte. Ltd. (TTPSG) in the same proportion of shareholding for the settlement of debts on construction to the Company of Baht 83.06 million and advance payments from TTPSG of Baht 1,590.55 million. At the Extraordinary General Meeting on 28 February 2014, the shareholders of TTPSG approved to increase the authorised share capital in TTPMC from 5,000 common shares at a par value of USD 100 per share to 515,873 common shares at par value of USD 100 per share, for the settlement of debts to the Company and TTPSG. On 7 May 2014, TTPMC registered the increased share capital with the Ministry of National Planning and Economic Development. Establishment of a subsidiary On 19 March 2014, the Board of Toyo-Thai Power Holding Pte. Ltd. (TTPHD) granted approval for the establishment of a new subsidiary named Toyo-Thai New Energy Pte. Ltd. (TTNE) in Singapore. The purpose of this new subsidiary is to the invest in renewable energy business with registered share capital of 1,100,000 shares at a par value of USD 1 per share, which will be 100% held by TTPHD and fully paid-up by TTPHD. Disposal of investment in a subsidiary On 31 March 2014, the Company entered into a sale agreement to sell shares of TT Solar Company Limited to Thai Summit Autopart Industry Co., Ltd. for Baht 0.2 million. The Company received the full payment on 31 March 2014. Change in proportion of shareholding in shareholders of Toyo Thai Power Holdings Pte. Ltd. (TTPHD) On 18 February 2014, Toyo Thai Power Holdings Pte. Ltd. (TTPHD), a subsidiary, increased its registered capital of USD 12.5 million. These shares were sold to TTP Partners LP (TTPLP) an exempted limited partnership registered under the laws of the Cayman Islands. TTPLP’s shares are held by the directors, executives and employees of the Company. Therefore, the registered capital of TTPHD will increase from USD 57 million to USD 69.5 million, which will decrease the Company’s percentage held in TTPHD from 70.18% to 57.55%. Acquisition On 21 January 2014, Toyo-Thai Solar Power Co., Ltd., a subsidiary of Toyo-Thai Power Holdings Pte. Ltd acquired common stocks in Global New Energy Japan Co., Ltd.(GNE Japan) of Yen 200 million or Baht 62.39 million.


31

11 Investments in subsidiaries, net (Cont’d) Details of the cost of acquisition and net assets acquired as at the acquisition date are as follow: Consolidated

Subsidiary

GNE Japan Baht’000

Value of acquired assets and liabilities as at acquisition date Property plant and equipment, net 49,575 Other assets less Other liabilities 8,754

Fair value of assets, net 58,329 Goodwill 4,066

Cost of acquisition 62,395Less: Cash of acquired subsidiary (8,295)

Cash invested in subsidiary 54,100 Goodwill will not be amortised but annually tested for impairment.

12 Investment in associate

On 2 April 2012, the Company and Siam Steel Grating Group entered into a shareholder’s agreement to establish an associate in Thailand named Siam Solar Power Company Limited. The associate engages in electricity generation using solar power. The Company hold a total of 2,500,000 registered ordinary shares with a par value of Baht 100 representing 25% of Siam Solar Power’s authorised share capital or Baht 62.50 million and the Company’s share capital was fully paid up. At the Board of Directors' meeting on 14 May 2014, the Board granted approval for Toyo-Thai Solar Power Co., Ltd, a subsidiary, acquired 125,000 common shares of Siam Solar Power Co, Ltd at value of USD 100 per share or 5% of the registered capital totalling USD 404,224 or equivalent to Baht 13.12 million from Global Business Management Co., Ltd., one of Company's shareholders. The movements in investment in associate can be analysed as follows: Consolidated CompanyFor the nine-month period ended 30 September 2014 Baht’000 Baht’000

Opening book value 67,061 62,500Payment for shares in associate 13,119 -Share of profit from associate 15,503 -Exchange difference on translation (34) -

Closing book value 95,649 62,500

The share of the associate’s profit is calculated on the Company’s 30% interest based on Siam Solar Power Company Limited’s statement of income for the three-month period ended 30 September 2014 and the three-month period ended 30 June 2014, and 25% interest based on Siam Solar Power Company Limited’s statement of income unreviewed for the three-month period ended 31 March 2014 by its auditor.


32

13 Interest in joint venture Siam GNE Solar Energy Co., Ltd. On 15 November 2013, Global New Energy Co, Ltd., which is a subsidiary of the company, and Siam Eco Energy Business Co, Ltd entered into a joint venture (JV) agreement registered in Thailand to establish a joint venture named “Siam GNE Solar Energy Co., Ltd.”. This JV has engaged in a renewable energy business with a total of 160,000 registered ordinary shares at a par value of Baht 100 per share. The Company holds 50% of its authorized share capital amounting to Baht 8 million. The movements in interest in the joint venture can be analysed as follows: Consolidated CompanyFor the nine-month period ended 30 September 2014 Baht’000 Baht’000

Opening book value 7,797 -Share of profit from joint venture 582 -

Closing book value 8,379 -

14 Property, plant and equipment and intangible assets, net

14.1) Property, plant and equipment, net

Restated Consolidated CompanyFor the nine-month period ended 30 September 2014 Baht’000 Baht’000

Opening net book value (restated) 282,164 85,904Additions 51,742 12,034Disposal (416) -Depreciation (28,653) (17,387)Exchange on difference translation (3,323) (16)

Closing net book value 301,514 80,535

14.2) Intangible assets, net

Restated Consolidated CompanyFor the nine-month period ended 30 September 2014 Baht’000 Baht’000

Opening net book value (restated) 20,697 20,419Additions 7,180 6,374Amortisation (3,320) (3,080)Exchange on difference translation (11) -

Closing net book value 24,546 23,713


33

15 Short-term loans from financial institutions


30 September

201431 December

201330 September

2014 31 December


Short-term loans from financial institutions - Promissory note 1,850,000 - 1,850,000 - - Bill of exchange 500,000 - 500,000 - - Trust receipts 76,426 933,671 76,426 933,671

2,426,426 933,671 2,426,426 933,671 As at 30 September 2014, the Company had short-term loans from local financial institutions in the form of a promissory note not over one month and bill of exchange not over three months for the import of machinery and equipment. This promissory note bears 2.65-3.64% per annum, and the bill of exchange bears interest at 3.40-3.45 % per annum (as at 31 December 2013, short-term loans totalled Baht 933 million).

16 Employee benefits obligation

Consolidated CompanyFor the nine-month period ended 30 September 2014 Baht’000 Baht’000

Opening book value 100,574 98,049Employee benefit expenses 9,160 9,029Exchange on difference translation (166) -

Closing book value 109,568 107,078

17 Debentures, net

The long-term debenture is Thai Baht debentures as follows: Consolidated CompanyAs at

30 September2014

31 December2013

30 September 2014

31 December2013

Baht’000 Baht’000 Baht’000 Baht’000

Debentures

Unsubordinated and 1,000,000 - 1,000,000 - unsecured debentures Less Deferred financing fee amortised later than one year (2,864) - (2,864) -

Unsubordinated and unsecured debentures, net 997,136 - 997,136 -


34

17 Debentures, net (Cont’d)

The movements in debenture can be analysed as follows:

Consolidated CompanyFor the period ended 30 September 2014 2013 2014 2013 Baht’000 Baht’000 Baht’000 Baht’000

Opening net book value - - - -Issuing of debentures 1,000,000 - 1,000,000 -Financing fee for issuing debentures (3,274) - (3,274) -Amortisation of deferred financing fee 410 - 410 -

Closing net book value 997,136 - 997,136 - At the Board of Directors, meeting no. 2/2014 on 9 April 2014, the Board granted approval for the Company to issue debentures which are unsubordinated and unsecured with a debenture holders' representative in the name-registered certificate, totalling not more than Baht 1,000 million. During 28 April - 2 May 2014, the Company issued these debentures of Baht 1,000 million for 1,000,000 shares at a par value of Baht 1,000 per share at a selling price of Baht 1,000 per share for three years at an interest rate of 4.65% per annum with quarterly interest payments.

The maturities of debentures are as follows:

Consolidated CompanyAs at 30 September 31 December 30 September 31 December 2014 2013 2014 2013 Baht’000 Baht’000 Baht’000 Baht’000

- Within 1 year Unsubordinated and unsecured debenture - - - -- Later than 1 year and not later than 5 years Unsubordinated and unsecured debenture 997,136 - 997,136 -

Total unsubordinated and unsecured debenture 997,136 - 997,136 -

18 Basic earnings per share

Basic earnings per share attributable to equity holders of the parent is calculated by dividing the net profit attributable to equity holders of the parent by the weighted average number of ordinary shares issued during the period. (For the three-month and nine-month periods ended 30 September 2014 at 560 million of shares and 2013 at 480 million of shares).

Consolidated CompanyFor the three-month period Restated ended 30 September 2014 2013 2014 2013

Profit attributable to owners of the parent (Baht’000) 119,224 159,232 58,206 115,199Weighted average number of ordinary shares in issue (Shares’000) 560,000 480,000 560,000 480,000

Basic earnings per share (Baht) 0.21 0.33 0.10 0.24


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18 Basic earnings per share (Cont’d) Consolidated CompanyFor the nine-month period Restated ended 30 September 2014 2013 2014 2013

Profit attributable to owners of the parent (Baht’000) 441,034 634,899 350,765 546,762Weighted average number of ordinary shares in issue (Shares’000) 560,000 480,000 560,000 480,000

Basic earnings per share (Baht) 0.79 1.32 0.63 1.14 19 Corporate income tax

The interim income tax expense is accrued based on management’s estimate using the tax rate based on the expected profit for the full year. The estimated tax rate for the Group and the Company were 21.19% per annum and 22.13% per annum, respectively. (The estimated tax rate for the nine-month period ended 30 September 2013 the Group and the Company were 17.18% per annum and 20.55% per annum, respectively.

20 Government grants

During the year ended 31 December 2010, Bio Natural Energy Co., Ltd., a subsidiary, entered into the government grant assistance agreement with the Energy Policy and Planning Office (EPPO) of Thailand. This government programme enabled Bio Natural Energy to receive a subsidy with a total credit facility line of Baht 20 million from the Energy Conservation Promotion Fund support programme for industrial biogas technology. To receive the subsidy, the subsidiary has to operate the power plant using the biogas generated from the waste of Ethanol plants at a volume of not less than the volume specified in the agreement. In addition, Bio Natural Energy is also received a subsidy not exceeding Yen 350 million or Baht 129.16 million from the Ministry of Environment of Japan (MOE) to construct the biogas power plant and to sell back the carbon credit generated from the production to MOE at the minimum volume stipulated in the agreement. During the third quarter 2014, the Group recorded government grants relating to assets of Baht 20 million by recognised revenue of Baht 0.83 million in statement of comprehensive income. The Group has not recognised any revenue from government grant relating to revenue of Baht 129.16 million since the Group gas not started delivering the carbon credit to the MOE as yet. As at 30 September 2014, the government grants of Baht 147.97 million were included in non-current liabilities as advance revenue (31 December 2013: Baht 148.80 million).


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21 Dividend

At the Board of Directors’ meeting held on 13 August 2014, the Board of Directors’ meeting approved an interim dividend payment in respect of the half-year 2014 performance for 560 million shares at Baht 0.30 per share, totalling Baht 167.99 million. The company paid the interim dividend on 12 September 2014. At the Annual General Shareholders’ Meeting on 9 April 2014, the shareholders approved a dividend payment for 2013 at Baht 0.70 per share totalling Baht 368 million. The Company paid interim dividends in September 2013 at Baht 0.30 per share for 480 million shares, totalling Baht 144 million. The remaining dividends of Baht 0.40 per share for 560 million shares, totaling Baht 223.99 million, were paid to the shareholders on 8 May 2014.

At the Board of Directors’ meeting held on 14 August 2013, the Board of Directors’ meeting approved a interim dividend payment in respect of the half-year 2013 performance of 480 million shares at Baht 0.30 per share, totalling Baht 143.59 million. The company paid the interim dividend on 13 September 2013.

At the Annual General Shareholders’ Meeting on 5 April 2013, the shareholders approved a dividend payment for 2012 at Baht 0.64 per share of 480 million shares, totalling Baht 307.2 million. The Company paid the interim dividends during 2012 at Baht 0.20 per share, totalling Baht 96 million. The remaining dividends of Baht 0.44 per share, totalling Baht 211.19 million, were paid to the shareholders on 3 May 2013.

22 Commitments and contingent liabilities

For the nine-month period ended 30 September 2014, the Group had no changes in significant commitments and contingent liabilities that had changed from the year ended 31 December 2013 except the following: 1) Operating leases and services commitments

The Group has entered into lease agreements in respect of the lease of office building space and services and the rental of vehicles. As at 30 September 2014, the Group has commitment of the rental payable under these contractual obligations is as follows:

Paid within Million Baht

1 year 114.962 - 5 years 64.37

More than 5 years 15.57

Total 194.90

2) Guarantees

2.1) As at 30 September 2014, the Company had guaranteed bank credit facilities for its subsidiary of up to USD 4 million or equivalent to approximately Baht 129.20 million and RM 91.20 million or equivalent to approximately Baht 916.46 million.

2.2) As at 30 September 2014, the Company had outstanding bank guarantees as follows:

2.2.1 Letters of guarantee to guarantee contractual performance as required in the normal course of business of USD 167.38 million, Baht 2,475.28 million and SEK 418.53 million.

2.2.2 Letters of guarantee to guarantee electricity use and others of Baht 12.29 million.

2.3) As at 30 September 2014, subsidiaries had an outstanding bank guarantee for contractual performance as required in the normal course of business of USD 19.83 million or equivalent to approximately Baht 644.85 million and QAR 0.30 million or equivalent to approximately Baht 2.70 million.

2.4) As at 30 September 2014, the Company had obliged up to USD 100 million under a Sponsor Support Agreement for facility agreement between Toyo-Thai Power Myanmar Corporation Co., Ltd. (TTPMC), a subsidiary, and Export-Import Bank of Thailand (EXIM Bank).


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22 Commitments and contingent liabilities (Cont’d) 3) Litigations

During the period 2014, the plaintiff as subcontractor has filed the plaint claiming that the Company has defaulted on the agreement for payment of additional costs for 2 construction projects of Baht 18.79 million and Baht 66.18 million, respectively. However, the Company has filed a statement of defence and counter-claim for a total of Baht 65.18 million. The court will make an appointment for mediation proceedings on 2 December 2014 and 17 December 2014.

23 Significant contracts

23.1) Loan agreement On 28 May 2014, Toyo-Thai Power Myanmar Co., Ltd. (TTPMC), a subsidiary, entered into a facility agreement with the Export-Import Bank of Thailand (EXIM Bank) for USD 100 million, or Baht 3,045 million, the annual interest at LIBOR plus a margin. The principal will be repaid in 36 quarterly instalments scheduled at 35 equal instalments and the remainder in the last instalment. The loan is for the construction of the power plant in Myanmar and its operations. It’s secured with the right to receive compensation under an investment insurance policy, the share charge, and the guarantee agreement with Toyo-Thai Power Corporation Pte. Ltd. (TTPSG). Under the facility agreement, the subsidiary is required to comply with certain terms and conditions, such as maintaining a debt-to-equity ratio and a debt coverage ratio, and setting a reserve in the deposit accounts as a provision to cover loan and interest payments.

23.2) Share purchase agreement On 26 March 2014, Toyo Thai New Energy Pte. Ltd, a subsidiary, entered into the shares purchase agreement to acquire 49% of total shares in a foreign entity. The total purchase consideration is USD 5.13 million, equivalent to Baht 160 million. As at 30 September, subsidiary has not made payment for shares.

24 Post financial reporting event On 15 October 2014, the Board of Toyo-Thai Power Holding Pte., Ltd (TTPHD) granted approval to invest in a subsidiary in Singapore. The purpose of this new subsidiary is to the invest in the energy business with registered share capital of 5,000,000 shares at a par value of USD 1 per share, which will be 100% held by TTPHD in Singapore and fully paid-up by TTPHD.

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